Exhibit
10.16
AVIS BUDGET GROUP,
INC.
NON-EMPLOYEE DIRECTORS DEFERRED
COMPENSATION PLAN
(FORMERLY KNOWN AS CENDANT
CORPORATION
1999 NON-EMPLOYEE
DIRECTORS
DEFERRED COMPENSATION
PLAN,
AMENDED AND RESTATED AS OF
JANUARY 22, 2005
AS FURTHER AMENDED NOVEMBER, 18
2005)
AMENDED AND RESTATED AS OF
JANUARY 1, 2007
1. Purpose . The
purpose of the Avis Budget Group, Inc. Non-Employee Directors
Deferred Compensation Plan (the “Plan”) is to align the
interests of non-employee directors of Avis Budget Group, Inc.
(“Avis”) (formerly Cendant Corporation) with the
interests of Avis stockholders by requiring and/or permitting such
directors to defer certain of their fees received for providing
services to Avis in the form of Avis stock equivalents.
2. Eligibility .
Directors of Avis who are not also employees of Avis
(“Directors”) are (i) with respect to elective
deferrals, eligible to participate in the Plan (subject to their
irrevocable election to defer receipt of eligible compensation) and
(ii) with respect to required deferrals, required to
participate in the Plan.
3. Administration .
The Plan will be administered by the Compensation Committee of the
Board of Directors of Avis, or such other committee of the Board of
Directors designated by the Board of Directors from time to time
(the “Committee”).
4. (a) Deferral of
Compensation . Subject to such rules, regulations and
procedures that Avis may establish from time to time, and subject
to the execution by a Director of a valid deferral election,
Directors may elect to defer all, but not less than all, of their
annual retainer fees, as well as such other fees and payments
determined by the Board of Directors or the Committee to be either
mandatory or eligible for deferral from time to time (collectively,
“Fees”) into the Plan. All Fees deferred into the Plan
will be converted into a number of Avis Share Units. The number of
Avis Share Units allocated to a Director’s account will be
equal to the amount of Fees deferred into the Plans as of any given
date (an “Allocation Date”), divided by the fair market
value of Avis common stock, par value $0.01 per share (“Avis
Stock”) as of the Allocation Date. For purposes of the Plan,
fair market value shall equal the closing price per share of Avis
Stock as of the applicable Allocation Date, or such other
reasonable formula determined by the Committee. An Allocation Date
will occur on each date upon which any Director would otherwise
become entitled to receive all or any portion of any Fee, or as
otherwise determined by the Committee. Each Avis Share Unit will be
the equivalent of one share of Avis Stock.
(b) Conversion and
Distribution of Cash Balances . Pursuant to the rules and
procedures prescribed by the Committee or its delegate, a Director
may elect either (1) to have any cash credited to the
Director’s account in connection with the separation of
Avis’s predecessor (Cendant Corporation) into three
independent public companies or the subsequent privatization of
Realogy Corporation, converted into Avis Share Units; provided
that, once a Director converts cash into Avis Share Units the
Director may not subsequently convert such Avis Share Units back
into cash or (2) to have such cash distributed to the Director
on the date designated in a properly executed election form
provided by Avis for the purpose of making such election; provided,
that any election under this clause (2) shall be implemented
in a manner intended to avoid the imposition of taxes under
Section 409A of the Internal Revenue Code.
5. Election . With
respect to elective deferrals, in order to participate in the Plan,
a Director must complete a deferral election in such form, and at
such time, as determined by Avis in its sole discretion, but in
accordance with IRS regulations applicable to the deferral of
income. Once an election is made, it may not be revoked;
provided , however , that a Director may no later
than sixty (60) days prior to the beginning of any calendar
year, revoke an election to the extent ap
