Exhibit 10.3
Amendment to Avis Budget Group,
Inc.
2007 Equity and Incentive
Plan
This Amendment, dated as of July 22,
2009 is made to the Avis Budget Group, Inc. 2007 Equity and
Incentive Plan (the “ Plan ”). Capitalized terms
used but not defined herein have the meanings ascribed to them in
the Plan.
WHEREAS, Avis Budget Group, Inc.
(the “ Company ”) has adopted the Plan;
and
WHEREAS, pursuant to
Section 8(d) of the Plan, the Board of Directors of the
Company (the “ Board ”) has the right to amend
the Plan from time to time; and
WHEREAS, the Board deems it
advisable to clarify and amend the Plan;
NOW, THEREFORE, the Plan is hereby
amended as follows:
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1.
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Section 6(b)(v) of the Plan
is hereby deleted and replaced in its entirety with the
following:
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The Committee is authorized to grant
Awards to Grantees in the form of Other Stock-Based Awards or Other
Cash-Based Awards, as deemed by the Committee to be consistent with
the purposes of the Plan. Awards granted pursuant to this paragraph
may be granted with value and payment contingent upon the
achievement of Performance Goals, and, if so granted, such goals
shall relate to periods of performance determined by the Committee
in its sole discretion; provided that for Awards that are
intended to constitute “qualified performance-based
compensation” pursuant to Section 162(m) of the Code,
such goals shall relate to periods of performance of not less than
one calendar year. The Committee shall determine the terms and
conditions of such Awards at the date of grant or thereafter. The
maximum amount tha