EX-10.6 2 dex106.htm AGREEMENT BETWEEN AVIS BUDGET GROUP, INC. AND LARRY DE SHON Agreement between Avis Budget Group, Inc. and Larry De Shon

Exhibit 10.6

February 21, 2008

Mr. Larry De Shon

Executive Vice President – Operations

Avis Budget Group

6 Sylvan Way

Parsippany, NJ 07054

Dear Larry:

We are pleased to confirm your continued employment with Avis Budget Car Rental, LLC, (“ABCR” or the “Company”), a subsidiary of Avis Budget Group, as Executive Vice President – Operations, reporting to Bob Salerno.

Your salary, paid on a bi-weekly basis, will be $14,615.39, which equates to an annualized salary of $380,000. Your target bonus will be 75% of your regular base salary subject to the Company achieving performance goals as described in the Management Incentive Plan for ABG Senior Executive Leadership and will be based upon your eligible base salary during the performance period. The bonus distribution is typically in the first quarter of the next year.

Per ABCR’s standard policy, this letter is not intended, nor should it be considered, to be an employment contract for a definite or indefinite period of time. As you know, employment with ABCR is at will, and either you or ABCR may terminate your employment at any time, with or without cause.

If, however, your employment with ABCR is terminated by ABCR other than: (i) “for cause” (as defined below); (ii) in connection with your disability which prevents you from performing services for ABCR for a period of 12 months; or (iii) death, you will receive a lump-sum severance payment equal to 200% of your base salary plus your target incentive (bonus) and perquisites to include car usage, financial planning and health coverage (Company-subsidized COBRA) for a period of 24 months (excluding group life insurance and AD&D insurance). For purposes of this agreement ‘company subsidized COBRA’ shall mean that the Company shall subsidize the total cost of COBRA such that the contributions required of you for health plan participation during the 24 month period shall be substantially equal to the contributions required of active employed executives of ABG. All other programs and perquisites would be governed by their respective plan documents; provided, however, that the provision of such severance pay is subject to, and contingent upon, your executing a separation agreement with ABCR, in such form determined by ABCR, which requires you, in part, to release all actual and purported claims against ABCR and its affiliates and which also requires you to agree to: (i) protect and not disclose all confidential and proprietary information of ABCR; (ii) not compete, directly or indirectly, against ABCR for a period of no longer than one year after your employment separation or for a period of time and within a geographic scope determined by ABCR to be reasonable to protect ABCR’s business interests; and (iii) not solicit any ABCR employees, consultants, agents or customers during and for one year after your employment separation.


Mr. Larry DeShon

Page Two

February 21, 2008

 

In addition, a lump sum will be paid in cash in lieu of the time-vesting portion (RSUs but not PSUs) of your stock-based awards which would have been expensed in accordance with their original vesting schedule by the one-year anniversary of your termination of employment.

“Termination for Cause” shall mean: (i) your willful failure to substantially perform your duties as an employee of the Company or any subsidiary (other than any such failure resulting from your incapacity due to physical or mental illness); (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any subsidiary; or (iii) conviction of a felony or any crime involving moral turpitude (which conviction, due to the passage of time or otherwise, is not subject to further appeal).

The by-laws of the Company provide that officers will be indemnified for their authorized actions on behalf of our Company to the fullest extent permitted under applicable law.

This severance pay as set forth in this letter is in lieu of and supersedes any other severance benefits otherwise payable to you under any other agreement or severance plan of ABCR or its affiliates.

Regards,

 

/s/ Mark J. Servodidio

Mark J. Servodidio
Executive Vice President – Human Resources

Understood and accepted:

 

/s/ Larry De Shon

Larry De Shon

Date: February 22, 2008