Exhibit
10.17
AVIS BUDGET GROUP,
INC.
DEFERRED COMPENSATION
PLAN
Amended and Restated as of
November 1, 2008
AVIS BUDGET GROUP,
INC.
DEFERRED COMPENSATION
PLAN
Table of Contents
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ARTICLE I – SPONSORSHIP AND PURPOSE OF
PLAN
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2
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ARTICLE II – DEFINITIONS
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3
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ARTICLE III – PARTICIPATION
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5
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ARTICLE IV– ELECTIVE AND MATCHING
DEFERRALS
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6
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ARTICLE V – ACCOUNTS
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7
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ARTICLE VI – PAYMENTS
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8
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ARTICLE VII – BENEFICIARY
DESIGNATION
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10
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ARTICLE VIII– PLAN
ADMINISTRATION
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11
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ARTICLE IX – AMENDMENT AND
TERMINATION
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12
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ARTICLE X – MISCELLANEOUS
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13
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ARTICLE XI – FUNDING
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15
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ARTICLE I – SPONSORSHIP AND
PURPOSE OF PLAN
Avis Budget Group, Inc. (the
“Company”) a corporation organized under the laws of
the State of Delaware, sponsors the Avis Budget Group, Inc.
Deferred Compensation Plan (the “Plan”), a
non-qualified deferred compensation plan for the benefit of
Participants and Beneficiaries (as defined herein). This Plan shall
generally be effective October 31, 1999; however, the Plan
will be effective as to each individual upon becoming a
Participant.
Effective as of January 1,
2008, the Plan was amended and restated to comply with the
provisions of Section 409A of the Code and the regulations
thereunder, and to conform with certain other administrative or
operational procedures.
Effective as of November 1,
2008, the Plan was further amended to merge the Avis Rent A Car
System, LLC Deferred Compensation Plan (referred to as the
“Old ARAC Plan”) into this Plan and to conform with
certain other administrative or operational procedures. Except
where specifically noted, the provisions of this document will
apply to both the Plan and the Old ARAC Plan.
The Plan is intended to be an
unfunded plan maintained primarily for the purpose of enabling
certain employees to defer receipt of designated percentages or
amounts of their Compensation and to provide a means for certain
other deferrals of Compensation.
Page 2
ARTICLE II –
DEFINITIONS
Wherever used herein, the following
terms have the meanings set forth below, unless a different meaning
is clearly required by the context:
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2.1
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Account means, for each Participant, the account
established for his or her benefit under
Section 5.1.
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2.2
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Beneficiary means the person(s) or entity designated by the
Participant in accordance with the provisions of Article VII to
receive benefits under the Plan as a result of a
Participant’s death.
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2.2
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Board means the Board of Directors of the
Company.
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2.3
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Change of
Control means the
date on which:
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(a) any one person, or more than one
person acting as a group, acquires ownership of stock of the
Company that, together with stock held by such person or group,
constitutes more than 50% of the total fair market value or total
voting power of the stock of the Company;
(b) any one person, or more than one
person acting as a group, acquires (or has acquired during the
twelve-month period ending on the date of the most recent
acquisition by such person or persons) ownership of stock of the
Company possessing 30% or more of the total voting power of the
stock of the Company;
(c) a majority of members of the
Company’s Board of Directors is replaced during any
twelve-month period by directors whose appointment or election is
not endorsed by a majority of the members of the Company’s
Board of Directors before the date of the appointment or election;
or
(d) any one person, or more than one
person acting as a group, acquires (or has acquired during the
twelve-month periods ending on the date of the most recent
acquisition by such person or persons) assets from the corporation
that have at total gross fair market value equal to more than 40%
of the total gross fair market value of all of the assets of the
Company immediately before such acquisition or
acquisitions.
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2.4
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Code means the Internal Revenue Code of 1986, as
amended from time to time. Reference to any section or subsection
of the Code includes reference to any comparable or succeeding
provisions of any legislation which amends, supplements or replaces
such section or subsection.
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2.5
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Committee means a Committee of one or more persons
appointed by the Board to administer the Plan. In the absence of
such appointment, or if, due to resignation or other cause, no
appointed members remain, the Board shall be the
Committee.
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2.6
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Compensation means a Participant’s annual base salary,
annual bonus and commissions received from the Employer as
compensation for services.
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2.7
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Disabled or
Disability means the
inability of a Participant to engage in any substantial, gainful
activity by reason of any medically determinable physical or mental
impairment
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Page 3
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which can be expected to result
in death or which has lasted or can be expected to last for a
continuous period of not less than 12 months, and the permanence
and degree of which shall be supported by medical evidence
satisfactory to the Committee.
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2.8
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Election
Form means the
participation election form as approved and prescribed by the
Committee.
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2.9
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Elective
Deferral means the
portion of Compensation which is deferred by a Participant under
Section 4.1.
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2.10
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Eligible
Employee means each
employee of the Employer who is determined by the Employer in its
sole discretion to be eligible to participate in the
Plan.
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2.11
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Employer means the Company, any successor to all or a
major portion of the Company’s assets or business which
assumes the obligations of the Company, and each other entity that
is affiliated with the Company which adopts the Plan with the
consent of the Company, provided that the Company shall have the
sole power to amend the Plan.
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2.12
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ERISA means the Employee Retirement Income Security
Act of 1974, as amended from time to time. Reference to any section
or subsection of ERISA includes reference to any comparable or
succeeding provisions of any legislation which amends, supplements
or replaces such section or subsection.
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2.13
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Matching
Deferral means a
deferral provided at the Employer’s discretion for a
Participant’s benefit as described in
Section 4.3.
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2.14
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Participant means any individual who participates in the
Plan in accordance with Article III.
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2.15
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Plan means this Avis Budget Group, Inc. Deferred
Compensation Plan, as amended from time to time. Effective
November 1, 2008, this term shall be interpreted to include
the Old ARAC Plan.
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2.16
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Plan Year
means the twelve
consecutive month period ending each December 31
st
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2.17
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Termination of Employment
means a Participant’s
separation from the service of the Employer by reason of
resignation, discharge, or retirement. Separation from service as a
result of a transfer to an affiliate or subsidiary of the Employer
does not constitute Termination of Employment.
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2.18
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Trust means the trust established by the Company that
identifies the Plan as a plan with respect to which assets are to
be held by the Trustee.
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2.19
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Trustee means the trustee or trustees under the
Trust.
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2.20
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Unforeseen Emergency means a severe financial hardship arising from
illness or accident of the Participant, Participant’s spouse
or dependents; casualty loss; or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond
the control of the Participant.
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ARTICLE III –
PARTICIPATION
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3.1
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Commencement of Participation
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Any Eligible Employee who elects to
defer part of his or her Compensation in accordance with
Section 4.1 shall become a Participant in the Plan as of the
date such deferrals commence in accordance with Section 4.1.
Participants under the Old ARAC Plan are automatically deemed
Participants of the Plan as of November 1, 2008.
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3.2
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Continued
Participation
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A Participant in the Plan shall
continue to be a Participant so long as any amount remains credited
to his or her Account. Notwithstanding the foregoing, Participation
in respect of any calendar year is not a guarantee of participation
in respect of any future calendar year.
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ARTICLE IV – ELECTIVE AND
MATCHING DEFERRALS
Any individual who becomes an
Eligible Employee at the time he or she is hired by an Employer
may, by completing an Election Form and filing it with the
Committee within 30 days following the date on which the Committee
gives such individual written notice that the individual is an
Eligible Employee, elect to defer a percentage or dollar amount of
one or more payments of Compensation, on such terms as the
Committee may permit, which are earned by and payable to the
Participant after the date on which the individual files the
Election Form. Such election will be effective only for the Plan
Year in which it is filed.
Any other Eligible Employee may
elect to defer a percentage or dollar amount of one or more
payments of Compensation, on such terms as the Committee may permit
by completing an Election Form prior to the first day of such
succeeding Plan Year. Such election shall be effective only for the
Plan Year succeeding the Plan Year in which the election is
made.
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4.2
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Elective
Deferral Limitations
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No dollar limitation exists on the
total amount of Compensation that may be deferred under the Plan.
However, each component of Compensation is subject to a separate
deferral percentage limitation. For each Plan Year, a Participant
may not defer more than:
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80% of annual base
salary;
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98% of annual bonus;
and
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The Employer has the sole discretion
to credit Matching Deferrals in the Accounts of any or all Eligible
Employees in any amount it feels appropriate. However, in no event
will such Matching Deferral exceed 6% of such Eligible
Employee’s Compensation for any Plan Year.
A Participant shall be immediately
vested in, and shall have a nonforfeitable right to, all Elective
Deferrals, Matching Deferrals, and all income and gain attributable
thereto, credited to his or her Account; provided, however, that
the existence of such right shall not be deemed to vest in any
Participant any right, title or interest in or to any specific
assets of the Employer.
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ARTICLE V –
ACCOUNTS
The Committee shall establish an
Account for each Participant reflecting Elective Deferrals and
Matching Deferrals made for the Participant’s benefit
together with any adjustments for income, gain or loss and any
payments from the Account. The Committee may cause the Trustee to
maintain and invest separate asset accounts corresponding to each
Participant’s Account. The Committee shall establish
sub-
