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Exhibit
10.15(d)
FORM OF PERFORMANCE
AWARD
AVIS BUDGET GROUP, INC.
2007 EQUITY AND INCENTIVE PLAN
STOCK OPTION AGREEMENT
[ ]
(the “Optionee”) is granted, effective as of the
day of
(the “Date of Grant”), options (the
“Options”) to purchase shares of common stock, par
value $.01 (“Stock”) of Avis Budget Group, Inc. (the
“Option Shares”) pursuant to the 2007 Equity and
Incentive Plan (the “Plan”) of Avis Budget Group, Inc.
(the “Company”). The Options are subject to the terms
and conditions set forth below and in the Plan, which is a part of
this Stock Option Agreement (the “Agreement”). To the
extent that there is a conflict between the terms of the Plan and
this Agreement, the terms of the Plan shall govern. Any term not
defined herein shall have the meaning assigned to such term in the
Plan.
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1.
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Exercise Price:
$
per Option Share
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2.
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Number of
Option Shares:
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3.
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Type of Option:
Non-Qualified
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4.
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Vesting:
Subject to accelerated vesting as set forth in this Agreement or in
Section 7 of the Plan, the Options granted hereunder (or a
portion thereof) will become vested on
in accordance with the provisions of Exhibit A hereto, provided
that the Optionee is continuously employed by the Company on the
vesting date and provided that the performance conditions set forth
on Exhibit A have been achieved.
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(e)
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The Option may
be exercised with respect to vested Option Shares, from time to
time during the Option Term, in whole or in part (but for the
purchase of whole shares only), by delivery of a written notice
(the “Exercise Notice”) from the Optionee to the
Company, which Exercise Notice shall:
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(i)
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state that the
Optionee elects to exercise the Option;
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(ii)
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state the
number of Option Shares with respect to which the Optionee is
exercising the Option;
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(iii)
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in the event
that the Option shall be exercised by the representative of the
Optionee’s estate, include appropriate proof of the right of
such person to exercise the Option;
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(iv)
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state the date
upon which the Optionee desires to consummate the purchase of such
Option Shares (which date must be prior to the termination of the
Option); and
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(v)
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comply with
such further provisions as the Company may reasonably
require.
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(f)
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Payment of the
Exercise Price for the Option Shares to be purchased on the
exercise of the Option shall be made by (i) cash,
(ii) certified or bank cashier’s check payable to the
order of the Company, (iii) unless otherwise determined by the
Committee at the time of exercise, in the form of Shares already
owned by the Optionee which have a Fair Market Value on the date of
surrender equal to the aggregate Exercise Price of the Shares as to
which such Option shall be exercised, (iv) unless otherwise
determined by the Committee at the time of exercise, authorization
for the Company, or a third-party broker designated by the Company,
to withhold a number of shares otherwise payable pursuant to the
exercise of an Option having a Fair Market Value less than or equal
to the aggregate Exercise Price, (iv) any other form of
consideration approved by the Committee and permitted by applicable
law or (v) any combination of the foregoing.
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