8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  02/22/2012

Zipcar, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number:  001-35131

Delaware	04-3499525
(State or other jurisdiction of	(IRS Employer
incorporation)	Identification No.)

25 First Street, 4th Floor

Cambridge, MA 02141

(Address of principal executive offices, including zip code)

(617) 995-4231

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e)

Named Executive Officer Salary Increases

On February 22, 2012, the board of directors (the "Board") and the compensation committee of the Board of Zipcar, Inc. ("Zipcar"), approved base salary increases for the 2012 fiscal year, effective as of January 1, 2012, for certain of Zipcar's named executive officers. The following table sets forth information regarding the salary increases for each such named executive officer:

Name                                2011 Base Salary         2012 Base Salary

Scott W. Griffith                        $400,000                $435,000

Mark D. Norman                        $350,000                $365,000

Edward G. Goldfinger                $265,000                $290,000

Named Executive Officer Equity Awards

On February 22, 2012, the Board approved the grant of options under Zipcar's 2011 Stock Incentive Plan (the "2011 Plan") to certain of Zipcar's named executive officers as follows:

Name                                Shares Underlying Options (#)

Scott W. Griffith                                220,000                

Mark D. Norman                                75,000

Edward G. Goldfinger                        75,000

These options were granted with an exercise price of $13.28 per share, equal to the closing price of Zipcar's common stock on the Nasdaq Global Select Market on the effective date of grant, February 23, 2012. Each of the options will vest as to 2.0833% of the number of shares underlying the option at the end of each successive month following the date of grant. These options were issued pursuant to the Option Agreements (described below) and provide for vesting acceleration of 25% of unvested shares in the case of a change in control of Zipcar and additional vesting acceleration of 100% of the shares in the event the option holder's employment is terminated in certain circumstances within 12 months following a change in control.

Forms of Option Agreements

On February 16, 2012, the Board approved revisions to the form of incentive stock option agreement and a nonqualified stock option agreement (the "Option Agreements") pursuant to which stock options will be granted to Zipcar employees under the 2011 Plan. The revised Option Agreements provide, among other things, that:

--        Each option will vest as to either:

        -        25% of the original number of shares underlying the option on the first anniversary of the vesting commencement date and as to an additional 2.0833% of the original number of shares at the end of each successive month thereafter; or

        -        2.0833% of the original number of shares underlying the option at the end of each successive month following the vesting commencement date;

until the option is fully vested four years from the vesting commencement date.

--        any portion of an option that is unvested at the time of an employee's termination of service with Zipcar will be forfeited to Zipcar; and

--        any portion of an option that is vested but unexercised at the time of an employee's termination of service with Zipcar may not be exercised after the first to occur of the following:

        -        the expiration date of the option, which will be no later than ten years from the date of grant;

        -        three months following the date of the termination of service for any reason other than cause, death or disability;

        -        the date of the termination of service for cause; and

        -        one year following the termination of service by reason of the employee's death or disability.

The revised Option Agreements include an optional change in control provision, which provides for vesting acceleration of 25% of unvested shares in the case of a change in control of Zipcar and additional vesting acceleration of 100% of the shares in the event the option holder's employment is terminated in certain circumstances within 12 months following a change in control.

The foregoing description of the revised Option Agreements is qualified in its entirety by reference to the actual revised Option Agreements, which are attached hereto as exhibits 10.1 and 10.2 and are incorporated herein by reference.

2012 Leadership Team Variable Compensation Plan

On February 22, 2012, the Board approved a 2012 Leadership Team Variable Compensation Plan (the "Variable Compensation Plan") for named executive officers and other employees who report directly to our chief executive officer (the "Leadership Team"). The Variable Compensation Plan is designed to motivate the Leadership Team to achieve specified performance objectives for the 2012 fiscal year and to reward them for their achievement assuming those objectives are met.

Eligibility. To be eligible, a member of the Leadership Team must be designated by the compensation committee as eligible to receive payments under the Variable Compensation Plan and must be serving as a member of the Leadership Team at the time the award is paid.

Administration. The plan is administered by the compensation committee. The Board and the compensation committee have the authority and discretion to modify performance goals under the plan and has the right to amend, modify or terminate the plan at any time.

Awards. The compensation committee has established the following target variable compensation amounts for each named executive officer:

                                                             Target Variable Compensation Payment

Name                        2012 Base Salary        Dollar Amount         % of 2012 Base Salary

Scott W. Griffith                $435,000                $435,000                100%

Mark D. Norman                $365,000                $219,000                60%

Edward G. Goldfinger        $290,000                $174,000                60%

Robert Weisberg                $275,000                $110,000                40%

Awards will be paid based on the achievement of financial targets, which will have an overall 70% weighting, and individual targets, which will have a 30% weighting. The financial targets approved by the Board are comprised of two factors, revenue and adjusted EBITDA, which will each have a 50% weighting.

No variable compensation payments will be made with respect to a financial target unless at least 90% of the target is achieved for revenue or at least 75% of the target is achieved for adjusted EBITDA. Variable compensation payouts will be calculated on a straight line basis. If Zipcar achieves at least 90% of the revenue target and at least 75% of the adjusted EBITDA target, then to the extent the achievement of either financial target is greater than 100%, variable compensation payouts associated with such target may exceed 100% and additional variable compensation amounts will be calculated on a straight line basis.

Distribution. The awards will be paid in cash. Payment of the awards, if any, will be made after the completion of the 2012 fiscal year, as promptly as practicable following the completion of the audit for the 2012 fiscal year.

The foregoing description of the Variable Compensation Plan is qualified in its entirety by reference to the actual Variable Compensation Plan, which is attached hereto as exhibit 10.3 and is incorporated herein by reference.

Amendments to Offer Letters

On February 22, 2012, the Board also approved revisions to the payments to be provided to Messrs. Griffith, Norman and Goldfinger in the event of termination of employment in connection with a change of control. Accordingly, the offer letter agreements with each of Messrs. Griffith, Norman and Goldfinger were amended to reflect such changes as well as the other compensation changes described herein. With respect to the payments in connection with a change of control, Mr. Griffith's amendment provides that if Mr. Griffith's employment is terminated by Zipcar without cause or he terminates his employment with good reason (each as defined in his offer letter) within 12 months following a change in control of Zipcar, Mr. Griffith is entitled to payment of 24 months of his then current base salary plus 200% of his target bonus for the year during which he is terminated. For Messrs. Norman and Goldfinger, the amendments provide that if such executive's employment is terminated by Zipcar without cause or such executive terminates his employment with good reason within 12 months following a change in control of Zipcar, the executive officer is entitled to payment of 12 months of his then current base salary plus 100% of his target bonus for the year during which he is terminated.

The foregoing descriptions of the amendments to the offer letter agreements are qualified in their entirety by reference to the actual amendments, which are attached hereto as exhibits 10.4, 10.5 and 10.6 and are incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits

(d)         Exhibits

See Exhibit Index attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Zipcar, Inc.
Date: February 24, 2012	By:	/s/    Dean J. Breda
		Dean J. Breda
		General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
EX-10.1	Form of Incentive Stock Option Agreement Under 2011 Stock Incentive Plan
EX-10.2	Form of Nonqualified Stock Option Agreement Under 2011 Stock Incentive Plan
EX-10.3	2012 Leadership Team Variable Compensation Plan
EX-10.4	Amendment to Offer Letter Agreement with Scott Griffith, dated February 22, 2012
EX-10.5	Amendment to Offer Letter Agreement with Mark Norman, dated February 22, 2012
EX-10.6	Amendment to Offer Letter Agreement with Edward Goldfinger, dated February 22, 2012

EX-10

ZIPCAR, INC.

Incentive Stock Option Agreement
Granted Under 2011 Stock Incentive Plan

1. Grant of Option.

This agreement (this "Agreement") evidences the grant by Zipcar, Inc., a Delaware corporation (the "Company"), on _________ , 20__ (the "Grant Date") to                   , an employee of the Company (the "Participant"), of an option to purchase, in whole or in part, on the terms provided herein and in the Company's 2011 Stock Incentive Plan (the "Plan"), a total of                    shares (the "Shares") of common stock, $0.001 par value per share, of the Company ("Common Stock") at $           per Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on the tenth anniversary of the Grant Date (the "Final Exercise Date").

It is intended that the option evidenced by this agreement shall be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the "Code"). Except as otherwise indicated by the context, the term "Participant", as used in this Agreement, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.

2. Vesting Schedule.

This option will become exercisable ("vest") as to [25% of the original number of Shares on the first anniversary of the Vesting Commencement Date and as to an additional 2.0833% of the original number of Shares at the end of each successive month following the first anniversary of][ 2.0833% of the original number of Shares at the end of each successive month following] the Vesting Commencement Date until the fourth anniversary of the Vesting Commencement Date. For purposes of this Agreement, "Vesting Commencement Date" shall mean the Grant Date unless otherwise specified in writing by the Company.

The right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date or the termination of this option under Section 3 hereof or the Plan.

[Upon the occurrence of a Change in Control (as defined below), the vesting schedule of the Shares shall be accelerated so that (A) 25% of the Unvested Shares shall vest immediately, (B) the remaining Unvested Shares shall vest ratably on a monthly basis in accordance with the original vesting schedule. In addition, within 12 months after the Change in Control, the Participant's employment with the Company or the acquiring or succeeding corporation is terminated for Good Reason (as defined below) by the Participant or is terminated without Cause (as defined in Section 3(e) below) by the Company or the acquiring or succeeding corporation, then the vesting schedule of the Shares shall be accelerated so that all of the Shares that have not yet vested as of the date of the Participant's termination shall vest immediately.

For purposes of this agreement, the following terms shall have the following meanings:

(i) "Good Reason" shall exist upon (i) mutual written agreement by the Participant and the Board of Directors of the Company that Good Reason exists; (ii) the relocation of the Company such that such Participant 's daily commute is increased by at least 60 miles without the written consent of the Participant; (iii) reduction of the Participant's annual base salary without the prior consent of the Participant; or (iv) demotion of the Participant to a position with responsibilities substantially less than such Participant's then current position or a change in reporting relationship wherein the Participant reports to someone other than the most senior operating executive at Zipcar without the prior consent of the Participant; provided, however, that with respect to this subparagraph (iv), if the Participant is so demoted or reporting relationship changed (which such demotion or change is not a termination of employment by the Company) after the occurrence of a Change in Control, the Participant shall continue to provide services to the Company as an employee for a transition period of up to four months following the Change of Control (or shorter period as requested by the Company).

(ii) "Change in Control" shall mean the sale of all or substantially all of the capital stock (other than the issuance by the Company of capital stock to one or more venture capitalists or other institutional investors pursuant to an equity financing (including a debt financing that is convertible into equity) of the Company approved by a majority of the Board of Directors of the Company), assets or business of the Company, by merger, consolidation, sale of assets or otherwise (other than a transaction in which all or substantially all of the individuals and entities who were beneficial owners of the capital stock of the Company immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of the outstanding securities entitled to vote generally in the election of directors of the resulting, surviving or acquiring corporation in such transaction).]

3. Exercise of Option.
1. Form of Exercise. Each election to exercise this option shall be in writing, in substantially the form of Notice of Stock Option Exercise attached hereto as Exhibit A, signed by the Participant, and received by the Company at its principal office, accompanied by this agreement, and payment in full in the manner provided in the Plan. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share.
2. Continuous Relationship with the Company Required. Except as otherwise provided in this Section 3, this option may not be exercised unless the Participant, at the time he or she exercises this option, is, and has been at all times since the Grant Date, an employee, officer or director of, or consultant or advisor to, the Company or any parent or subsidiary of the Company as defined in Section 424(e) or (f) of the Code (an "Eligible Participant").
3. Termination of Relationship with the Company. If the Participant ceases to be an Eligible Participant for any reason, then, except as provided in paragraphs (d) and (e) below, the right to exercise this option shall terminate three months after such cessation (but in no event after the Final Exercise Date), provided that this option shall be exercisable only to the extent that the Participant was entitled to exercise this option on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date, violates the non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, the right to exercise this option shall terminate immediately upon written notice to the Participant from the Company describing such violation.
4. Exercise Period Upon Death or Disability. If the Participant dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated such relationship for "cause" as specified in paragraph (e) below, this option shall be exercisable, within the period of one year following the date of death or disability of the Participant, by the Participant (or in the case of death by an authorized transferee), provided that this option shall be exercisable only to the extent that this option was exercisable by the Participant on the date of his or her death or disability, and further provided that this option shall not be exercisable after the Final Exercise Date.
5. Termination for Cause. If, prior to the Final Exercise Date, the Participant's employment is terminated by the Company for Cause (as defined below), the right to exercise this option shall terminate immediately upon the effective date of such termination of employment. If, prior to the Final Exercise Date, the Participant is given notice by the Company of the termination of his or her employment by the Company for Cause, and the effective date of such employment termination is subsequent to the date of delivery of such notice, the right to exercise this option shall be suspended from the time of the delivery of such notice until the earlier of (i) such time as it is determined or otherwise agreed that the Participant's employment shall not be terminated for Cause as provided in such notice or (ii) the effective date of such termination of employment (in which case the right to exercise this option shall, pursuant to the preceding sentence, terminate upon the effective date of such termination of employment). If the Participant is party to an employment or severance agreement with the Company that contains a definition of "cause" for termination of employment, "Cause" shall have the meaning ascribed to such term in such agreement. Otherwise, "Cause" shall mean willful misconduct by the Participant or willful failure by the Participant to perform his or her responsibilities to the Company (including, without limitation, breach by the Participant of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Participant and the Company), as determined by the Company, which determination shall be conclusive. The Participant's employment shall be considered to have been terminated for Cause if the Company determines, within 30 days after the Participant's resignation, that termination for Cause was warranted.
4. Tax Matters.
1. Withholding. No Shares will be issued pursuant to the exercise of this option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option.
2. Disqualifying Disposition. If the Participant disposes of Shares acquired upon exercise of this option within two years from the Grant Date or one year after such Shares were acquired pursuant to exercise of this option, the Participant shall notify the Company in writing of such disposition.
5. Transfer Restrictions.
1. This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this option shall be exercisable only by the Participant.
2. The Participant agrees that he or she will not transfer any Shares issued pursuant to the exercise of this option unless the transferee, as a condition to such transfer, delivers to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement.
6. Provisions of the Plan.

This option is subject to the provisions of the Plan (including the provisions relating to amendments to the Plan), a copy of which is furnished to the Participant with this Agreement.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed under its corporate seal by its duly authorized officer. This Agreement shall take effect as a sealed instrument.

ZIPCAR, INC.
	By:	____________________________________
			Name:		__________________________
			Title:	____________________________

PARTICIPANT'S ACCEPTANCE

The undersigned hereby accepts the foregoing option and agrees to the terms and conditions thereof. The undersigned hereby acknowledges receipt of a copy of the Company's 2011 Stock Incentive Plan.

PARTICIPANT:
____________________________
Address:	___________________ ___________________

NOTICE OF STOCK OPTION EXERCISE

Date: ____________

Zipcar, Inc.
25 First Street, 4th Floor
Cambridge, MA 02141
Attention: Treasurer

Dear Sir or Madam:

I am the holder of an Incentive Stock Option granted to me under the Zipcar, Inc. (the "Company") 2011 Stock Incentive Plan on __________ for the purchase of __________ shares of Common Stock of the Company at a purchase price of $_______ per share.

I hereby exercise my option to purchase _________ shares of Common Stock (the "Shares"), for which I have enclosed __________ in the amount of $________. Please register my stock certificate as follows:

Name(s) to appear on stock certificate:	_______________________
	_______________________
Address:	_______________________
Tax I.D. #:	_______________________
Very truly yours,
_____________________________
(Signature)

EX-10

ZIPCAR, INC.

Nonstatutory Stock Option Agreement

Granted Under 2011 Stock Incentive Plan

1. Grant of Option.

This agreement (this "Agreement") evidences the grant by Zipcar, Inc., a Delaware corporation (the "Company"), on _________ __, 20__ (the "Grant Date") to                   , an employee of the Company (the "Participant"), of an option to purchase, in whole or in part, on the terms provided herein and in the Company's 2011 Stock Incentive Plan (the "Plan"), a total of                    shares (the "Shares") of common stock, $0.001 par value per share, of the Company ("Common Stock") at $           per Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on the tenth anniversary of the Grant Date (the "Final Exercise Date").

It is intended that the option evidenced by this agreement shall not be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the "Code"). Except as otherwise indicated by the context, the term "Participant", as used in this Agreement, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.

2. Vesting Schedule.

This option will become exercisable ("vest") as [25% of the original number of Shares on the first anniversary of the Vesting Commencement Date and as to an additional 2.0833% of the original number of Shares at the end of each successive month following the first anniversary of][ 2.0833% of the original number of Shares at the end of each successive month following] the Vesting Commencement Date until the fourth anniversary of the Vesting Commencement Date. For purposes of this Agreement, "Vesting Commencement Date" shall mean the Grant Date unless otherwise specified in writing by the Company.

The right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date or the termination of this option under Section 3 hereof or the Plan.

[Upon the occurrence of a Change in Control (as defined below), the vesting schedule of the Shares shall be accelerated so that (A) 25% of the Unvested Shares shall vest immediately, (B) the remaining Unvested Shares shall vest ratably on a monthly basis in accordance with the original vesting schedule. In addition, within 12 months after the Change in Control, the Participant's employment with the Company or the acquiring or succeeding corporation is terminated for Good Reason (as defined below) by the Participant or is terminated without Cause (as defined in Section 3(e) below) by the Company or the acquiring or succeeding corporation, then the vesting schedule of the Shares shall be accelerated so that 25% of the Shares that have not yet vested as of the date of the Participant's termination shall vest immediately.

For purposes of this agreement, the following terms shall have the following meanings:

(i) "Good Reason" shall exist upon (i) mutual written agreement by the Participant and the Board of Directors of the Company that Good Reason exists; (ii) the relocation of the Company such that such Participant 's daily commute is increased by at least 60 miles without the written consent of the Participant; (iii) reduction of the Participant's annual base salary without the prior consent of the Participant; or (iv) demotion of the Participant to a position with responsibilities substantially less than such Participant's then current position or a change in reporting relationship wherein the Participant reports to someone other than the most senior operating executive at Zipcar without the prior consent of the Participant; provided, however, that with respect to this subparagraph (iv), if the Participant is so demoted or reporting relationship changed (which such demotion or change is not a termination of employment by the Company) after the occurrence of a Change in Control, the Participant shall continue to provide services to the Company as an employee for a transition period of up to four months following the Change of Control (or shorter period as requested by the Company).

(ii) "Change in Control" shall mean the sale of all or substantially all of the capital stock (other than the issuance by the Company of capital stock to one or more venture capitalists or other institutional investors pursuant to an equity financing (including a debt financing that is convertible into equity) of the Company approved by a majority of the Board of Directors of the Company), assets or business of the Company, by merger, consolidation, sale of assets or otherwise (other than a transaction in which all or substantially all of the individuals and entities who were beneficial owners of the capital stock of the Company immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of the outstanding securities entitled to vote generally in the election of directors of the resulting, surviving or acquiring corporation in such transaction).]

3. Exercise of Option.
1. Form of Exercise. Each election to exercise this option shall be in writing, in substantially the form of Notice of Stock Option Exercise attached hereto as Exhibit A, signed by the Participant, and received by the Company at its principal office, accompanied by this agreement, and payment in full in the manner provided in the Plan. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share.
2. Continuous Relationship with the Company Required. Except as otherwise provided in this Section 3, this option may not be exercised unless the Participant, at the time he or she exercises this option, is, and has been at all times since the Grant Date, an employee, officer or director of, or consultant or advisor to, the Company or any other entity the employees, officers, directors, consultants, or advisors of which are eligible to receive option grants under the Plan (an "Eligible Participant").
3. Termination of Relationship with the Company. If the Participant ceases to be an Eligible Participant for any reason, then, except as provided in paragraphs (d) and (e) below, the right to exercise this option shall terminate three months after such cessation (but in no event after the Final Exercise Date), provided that this option shall be exercisable only to the extent that the Participant was entitled to exercise this option on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date, violates the non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, the right to exercise this option shall terminate immediately upon written notice to the Participant from the Company describing such violation.
4. Exercise Period Upon Death or Disability. If the Participant dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated such relationship for "cause" as specified in paragraph (e) below, this option shall be exercisable, within the period of one year following the date of death or disability of the Participant, by the Participant (or in the case of death by an authorized transferee), provided that this option shall be exercisable only to the extent that this option was exercisable by the Participant on the date of his or her death or disability, and further provided that this option shall not be exercisable after the Final Exercise Date.
5. Termination for Cause. If, prior to the Final Exercise Date, the Participant's employment or other relationship with the Company is terminated by the Company for Cause (as defined below), the right to exercise this option shall terminate immediately upon the effective date of such termination of employment or other relationship. If, prior to the Final Exercise Date, the Participant is given notice by the Company of the termination of his or her employment or other relationship by the Company for Cause, and the effective date of such employment or other termination is subsequent to the date of the delivery of such notice, the right to exercise this option shall be suspended from the time of the delivery of such notice until the earlier of (i) such time as it is determined or otherwise agreed that the Participant's employment or other relationship shall not be terminated for Cause as provided in such notice or (ii) the effective date of such termination of employment or other relationship (in which case the right to exercise this option shall, pursuant to the preceding sentence, terminate immediately upon the effective date of such termination of employment or other relationship). If the Participant is party to an employment, consulting or severance agreement with the Company that contains a definition of "cause" for termination of employment or other relationship, "Cause" shall have the meaning ascribed to such term in such agreement. Otherwise, "Cause" shall mean willful misconduct by the Participant or willful failure by the Participant to perform his or her responsibilities to the Company (including, without limitation, breach by the Participant of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Participant and the Company), as determined by the Company, which determination shall be conclusive. The Participant's employment or other relationship shall be considered to have been terminated for "Cause" if the Company determines, within 30 days after the Participant's resignation, that termination for Cause was warranted.
4. Withholding.

No Shares will be issued pursuant to the exercise of this option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option.

5. Transfer Restrictions.
1. This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this option shall be exercisable only by the Participant.
2. The Participant agrees that he or she will not transfer any Shares issued pursuant to the exercise of this option unless the transferee, as a condition to such transfer, delivers to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement.
6. Provisions of the Plan.

This option is subject to the provisions of the Plan (including the provisions relating to amendments to the Plan), a copy of which is furnished to the Participant with this Agreement.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed under its corporate seal by its duly authorized officer. This Agreement shall take effect as a sealed instrument.

ZIPCAR, INC.
	By: ____________________________________
		Name:		__________________________
		Title:	____________________________

PARTICIPANT'S ACCEPTANCE

The undersigned hereby accepts the foregoing option and agrees to the terms and conditions thereof. The undersigned hereby acknowledges receipt of a copy of the Company's 2011 Stock Incentive Plan.

PARTICIPANT:
____________________________
Address:	___________________ ___________________

NOTICE OF STOCK OPTION EXERCISE

Date: ____________

Zipcar, Inc.
25 First Street, 4th Floor
Cambridge, MA 02141
Attention: Treasurer

Dear Sir or Madam:

I am the holder of a Nonstatutory Stock Option granted to me under the Zipcar, Inc. (the "Company") 2011 Stock Incentive Plan on __________ for the purchase of __________ shares of Common Stock of the Company at a purchase price of $_______ per share.

I hereby exercise my option to purchase _________ shares of Common Stock (the "Shares"), for which I have enclosed __________ in the amount of $________. Please register my stock certificate as follows:

Name(s) to appear on stock certificate:	_______________________
	_______________________
Address:	_______________________
Tax I.D. #:	_______________________
Very truly yours,
_____________________________
(Signature)

EX-10

Zipcar, Inc.

2012 Leadership Team Variable Compensation Plan

General

This 2012 Leadership Team Variable Compensation Plan (the "Plan") will be reviewed annually and may be changed at any time by the Board of Directors of Zipcar, Inc. ("Zicpar" or the "Company"). The Company does not guarantee that a variable compensation plan will exist each year, or that variable compensation will be paid in any given year. The Plan does not guarantee continued employment with the Company. The Plan is based in part upon Company performance and the Company reserves the exclusive right to modify or terminate the Plan at its discretion at any time. For purposes of illustration and not limitation, the Company may modify its financial targets should it participate in a business combination.

Variable Compensation Metrics

Variable Compensation payments for Zipcar, Inc. leadership team members for fiscal 2012 shall be based upon the achievement of the following metrics:

1. Financial Targets that shall have an overall 70% weighting; and
2. Individual Targets, or MBOs , that shall have an overall 30% weighting.

The Financial Targets shall be those that have been approved by the Board of Directors and are comprised of two factors:

1. Revenue, which will have a 50% weighting (the "Revenue Target"); and
2. Adjusted EBITDA, which will have a 50% weighting (the "Adjusted EBITDA Target").

Calculation of Variable compensation Payouts Based on Financial Targets

No variable compensation payment shall be made with respect to a Financial Target unless the following minimum percentage of such Target is achieved:

• at least 90% of the Revenue Target; or
• at least 75% of the Adjusted EBITDA Target.

Variable compensation payouts shall be straight-lined; the following is an example of certain target levels:

1. For the Revenue Target:

1. Achievement of 90% of the target will equal a 25% variable compensation payout for such target
2. Achievement of 95% of the target will equal a 62.5% variable compensation payout for such target
3. Achievement of 100% of the target will equal a 100% variable compensation payout for such target

1. For the Adjusted EBITDA Target:
1. Achievement of 75% of the target will equal a 25% variable compensation payout for such target
2. Achievement of 80% of the target will equal a 40% variable compensation payout for such target
3. Achievement of 85% of the target will equal a 55% variable compensation payout for such target
4. Achievement of 90% of the target will equal a 70% variable compensation payout for such target
5. Achievement of 95% of the target will equal a 85% variable compensation payout of such target
6. Achievement of 100% of the target will equal a 100% variable compensation payout of such target

Calculation of Variable Compensation Payouts Above 100%

If the Company achieves at least 90% of the Revenue Target and at least 75% of the Adjusted EBITDA Target, then to the extent the achievement of either of the Financial Targets is greater than 100%, variable compensation payouts associated with such target or targets may exceed 100% as described below ("Additional Variable Compensation Amounts"). Additional Variable Compensation Amounts will be straight-lined on the same basis as set forth above. For example:

1. Achieving 105% of the Revenue Target would result in a 137.5% variable compensation payout and achieving 110% would result in a 175% variable compensation payout. In no event would the variable compensation payout exceed 175% for the Revenue Target
2. Achieving 112.5% of the Adjusted EBITDA Target would result in a 137.5% variable compensation payout, achieving 125% would result in a 175% variable compensation payout. In no event would a variable compensation payout exceed 175% for the Adjusted EBITDA Target.

EX-10

Amendment No. 2 to Letter Agreement

This Amendment No. 2 to Letter Agreement (the "Amendment") is effective as of February 22, 2012 (the "Amendment Effective Date") and updates that certain letter agreement between Scott W. Griffith ("Mr. Griffith") and Zipcar, Inc. (the "Company") dated as of December 23, 2008 (as amended by an amendment dated as of February 24, 2010, the "Letter Agreement"), which amended Mr. Griffith's original offer letter dated October 14, 2003 (the "Offer Letter").

1. The first sentence of the third paragraph of the Letter Agreement is hereby deleted in its entirety and replaced with the following:

"Effective as of January 1, 2012, your annual salary will be four hundred thirty five thousand dollars ($435,000) per year, to be paid in bi-weekly installments in the amount of $16,730.77, in accordance with the Company's usual payroll practices."

2. The first sentence of the fourth paragraph of the Letter Agreement is hereby deleted in its entirety and replaced with the following:

"You are also eligible to receive a discretionary annual bonus of up to 100 percent (100%) of your annualized base salary."

3. The ninth paragraph of the Letter Agreement is hereby deleted in its entirety and replaced with the following:

"In the event that the Company terminates your employment without "Cause," or you terminate your employment with the Company for "Good Reason," then, provided you enter into and do not revoke a binding release of claims in favor of the Company within 30 days of the date of your termination, which is reasonably acceptable to the Company, the Company shall pay to you, in accordance with the Company's regular payroll practices, twelve (12) months of severance pay at your then applicable base salary. If, however, your employment is terminated either by the Company without "Cause" or by you for "Good Reason" within twelve (12) months after a "Change of Control" of the Company, the severance period shall be twenty four (24) months regardless of your length of continuous employment with the Company and you will receive an additional amount equal to 200% of your targeted annual bonus for the year in which your employment is terminated (the "Bonus Amount"). Your severance pay, which may be paid in either a lump sum or in the form of salary continuation, will commence 30 days following the date of termination, provided that the release has been properly executed and not revoked as of such date, or, if the release has been executed and the applicable revocation period has expired prior to the 30^th day following your termination of employment, then the severance payments may commence on such earlier date. Notwithstanding the foregoing, if the 30^th day following your termination occurs in the calendar year following your termination, then the payments may commence no earlier than January 1 of such subsequent calendar year. The Bonus Amount shall be paid in a lump sum on the date your severance pay begins. The payment of any severance is subject to the terms set forth in Appendix A. For purposes hereof, "Change in Control" shall mean the sale of all or substantially all of the capital stock (other than the issuance by the Company of capital stock to one or more venture capitalists or other institutional investors pursuant to an equity financing (including a debt financing that is convertible into equity) of the Company approved by a majority of the Board of Directors of the Company), assets or business of the Company, by merger, consolidation, sale of assets or otherwise (other than a transaction in which all or substantially all of the individuals and entities who were beneficial owners of the capital stock of the Company immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of the outstanding securities entitled to vote generally in the election of directors of the resulting, surviving or acquiring corporation in such transaction)."

4. Except as amended hereby, all other terms and conditions of the Letter Agreement shall remain in full force and effect.

IT WITNESS WHEREOF, the Company and Mr. Griffith have executed this Amendment No. 2 as of the Amendment Effective Date.

ZIPCAR, INC. SCOTT W. GRIFFITH

By:_/s/ Dean J. Breda_________________ /s/ Scott. W. Griffith________________

Dean J. Breda Scott W. Griffith

General Counsel

EX-10

Amendment No. 4 to Letter Agreement

This Amendment No. 4 to Letter Agreement (the "Amendment") is effective as of February 22, 2012 (the "Amendment Effective Date") and updates that certain letter agreement between Mark Norman ("Mr. Norman") and Zipcar, Inc. (the "Company") dated as of October 19, 2007 (as amended on each of December 15, 2008, April 2, 2010 and December 21, 2010, the "Letter Agreement").

1. The base salary and bonus provisions of the Letter agreement are hereby amended as follows:

Effective as of January 1, 2012, your annual salary will be three hundred sixty five thousand dollars ($365,000) per year, to be paid in bi-weekly installments in the amount of $14,038.46, in accordance with the Company's usual payroll practices. For the fiscal year 2011 and for subsequent fiscal years, you are also eligible to receive a discretionary annual bonus of up to 60 percent (60%) of your annualized base salary."

2. The eighth paragraph of the Letter Agreement is hereby deleted in its entirety and replaced with the following:

"In the event that the Company terminates your employment without "Cause", or you terminate your employment with the Company for "Good Reason" (see definitions below), then, provided you enter into and do not revoke a binding release of claims in favor of the Company within 30 days of the date of your termination, which is reasonably acceptable to the Company, the Company shall pay you a lump sum severance payment in an amount equal to 12 months of your then current monthly base salary (the "Severance Payment"). If you terminate your employment with the Company pursuant to the terms and conditions applicable to resigning for Good Reason as a result of a reduction of your annual base salary without your prior consent, the Severance Payment shall be based on your monthly base salary immediately preceding such reduction. The Severance Payment is subject to withholding of such amounts, if any, relating to tax and other payroll deductions. If, however, your employment is terminated either by the Company without "Cause" or by you for "Good Reason" within twelve (12) months after a "Change of Control" of the Company, the Severance Payment will be increased by an amount equal to 100% of your targeted annual bonus for the year in which your employment is terminated. Your Severance Payment will be made 30 days following the date of your termination, provided the release has been properly executed and not revoked as of such date, or, if the release has been executed and the applicable revocation period has expired prior to the 30^th day following your termination of employment, then the Severance Payment may be made on such earlier date. Notwithstanding the foregoing, if the 30^th day following your termination occurs in the calendar year following your termination, then the Severance Payment shall be made no earlier than January 1 of such subsequent calendar year. The payment of severance is subject to the terms set forth in Appendix A. No Severance Payment that may be made pursuant to this agreement that constitutes "nonqualified deferred compensation" within the meaning of Section 409A of the Internal Revenue Code and the guidance issued thereunder ('Section 409A") may be accelerated or deferred by the Company or by you. Notwithstanding anything else to the contrary in this offer letter, to the extent that any of the payments that may be made hereunder constitute "nonqualified deferred compensation" within the meaning of Section 409A, and you are a "specified employee" upon your separation from service (as defined under Section 409A), any such payment shall be delayed for six months following your separation from service date if, absent such delay, such payment would otherwise be subject to penalty under Section 409A. In any event, the Company makes no representation or warranty and shall have no liability to you or to any other person if any provisions of this letter agreement are determined to constitute "nonqualified deferred compensation" subject to Section 409A but do not satisfy the requirements of that section. The payment of any severance is subject to the terms set forth in Appendix A. For purposes hereof, "Change in Control" shall mean the sale of all or substantially all of the capital stock (other than the issuance by the Company of capital stock to one or more venture capitalists or other institutional investors pursuant to an equity financing (including a debt financing that is convertible into equity) of the Company approved by a majority of the Board of Directors of the Company), assets or business of the Company, by merger, consolidation, sale of assets or otherwise (other than a transaction in which all or substantially all of the individuals and entities who were beneficial owners of the capital stock of the Company immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of the outstanding securities entitled to vote generally in the election of directors of the resulting, surviving or acquiring corporation in such transaction)."

3. Except as amended hereby, all other terms and conditions of the Letter Agreement shall remain in full force and effect.

IT WITNESS WHEREOF, the Company and Mr. Norman have executed this Amendment No. 4 as of the Amendment Effective Date.

ZIPCAR, INC. MARK NORMAN

By:_/s/ Scott. W. Griffith___________ /s/ Mark Norman_______________

Scott W. Griffith Mark Norman

Chairman and CEO

EX-10

Amendment No. 1 to Letter Agreement

This Amendment No. 1 to Letter Agreement (the "Amendment") is effective as of February 22, 2012 (the "Amendment Effective Date") and updates that certain letter agreement between Edward G. Goldfinger ("Mr. Goldfinger") and Zipcar, Inc. (the "Company") dated as of April 10, 2010 (the "Letter Agreement"), which updated and amended the original offer letter between Mr. Goldfinger and the Company dated September 4, 2007 as such offer letter had been previously updated and amended pursuant to a letter dated December 15, 2008.

1. The first sentence of the third paragraph of the Letter Agreement is hereby deleted in its entirety and replaced with the following:

"Effective as of January 1, 2012, your annual salary will be two hundred ninety thousand dollars ($290,000) per year, to be paid in bi-weekly installments in the amount of $11,153.85, in accordance with the Company's usual payroll practices."

2. The first sentence of the fourth paragraph of the Letter Agreement is hereby deleted in its entirety and replaced with the following:

"For the fiscal year 2011 and for subsequent fiscal years, you are also eligible to receive a discretionary annual bonus of up to 60 percent (60%) of your annualized base salary."

3. The ninth paragraph of the Letter Agreement is hereby deleted in its entirety and replaced with the following:

"In the event that the Company terminates your employment without "Cause," or you terminate your employment with the Company for "Good Reason," then, provided you enter into and do not revoke a binding release of claims in favor of the Company within 30 days of the date of your termination, which is reasonably acceptable to the Company, the Company shall pay to you, in accordance with the Company's regular payroll practices, six (6) months of severance pay at your then applicable base salary. If, however, your employment is terminated either by the Company without "Cause" or by you for "Good Reason" within twelve (12) months after a "Change of Control" of the Company, the severance period shall be twelve (12) months regardless of your length of continuous employment with the Company and you will receive an additional amount equal to 100% of your targeted annual bonus for the year in which your employment is terminated (the "Bonus Amount"). Your severance pay, which may be paid in either a lump sum or in the form of salary continuation, will commence 30 days following the date of termination, provided that the release has been properly executed and not revoked as of such date, or, if the release has been executed and the applicable revocation period has expired prior to the 30^th day following your termination of employment, then the severance payments may commence on such earlier date. Notwithstanding the foregoing, if the 30^th day following your termination occurs in the calendar year following your termination, then the payments may commence no earlier than January 1 of such subsequent calendar year. The Bonus Amount shall be paid in a lump sum on the date your severance pay begins. The payment of any severance is subject to the terms set forth in Appendix A. For purposes hereof, "Change in Control" shall mean the sale of all or substantially all of the capital stock (other than the issuance by the Company of capital stock to one or more venture capitalists or other institutional investors pursuant to an equity financing (including a debt financing that is convertible into equity) of the Company approved by a majority of the Board of Directors of the Company), assets or business of the Company, by merger, consolidation, sale of assets or otherwise (other than a transaction in which all or substantially all of the individuals and entities who were beneficial owners of the capital stock of the Company immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of the outstanding securities entitled to vote generally in the election of directors of the resulting, surviving or acquiring corporation in such transaction)."

4. Except as amended hereby, all other terms and conditions of the Letter Agreement shall remain in full force and effect.

IT WITNESS WHEREOF, the Company and Mr. Goldfinger have executed this Amendment No. 1 as of the Amendment Effective Date.

ZIPCAR, INC. EDWARD G. GOLDFINGER

By:_/s/ Scott W. Griffith____________ /s/ Edward G. Goldfinger_______________

Scott W. Griffith Edward G. Goldfinger

Chairman and CEO