Compensation and Termination. Avis agrees to pay to the Executive and the Executive agrees to accept the following amounts and benefits as compensation for his services hereunder and for the performance of other duties assigned to him by the President and Chief Executive Officer of Avis: A. Commencing September 21, 1987, Avis shall pay the Executive a base salary at the rate of one hundred thousand dollars ($100,000.00) per annum, payable in equal biweekly installments. This base salary may be increased from time to time. ▇. ▇▇▇▇ shall pay the Executive an annual bonus within sixty (60) days of the close of Avis' fiscal year under the Corporate Management Incentive Plan (the "Plan"), as it presently exists or is subsequently modified, at his present percentage of "Standard Incentive," during the Term of the Agreement or any Extended Employment Period. The percentage of "Standard Incentive" may be increased or decreased from time to time by order of the Board of Directors. For purposes of this agreement, "Standard Incentive" shall be defined as 70% of maximum incentive. Whenever the amount of bonus to which the Executive is entitled is to be determined by reference to Executive's participation in the Plan for less than an entire Plan year, the amount of bonus to be paid to Executive under the Plan shall be a percentage of the bonus that he would have received had he worked for Avis for the entire Plan year, which percentage shall be calculated as the part of that Plan year that he did work bears to the entire Plan year ("Pro Rated Share"). C. If, during the Term of the Agreement or the Extended Employment Period, the Executive shall be unable to perform his duties hereunder because of illness or other incapacity, and the period of such illness or other incapacity shall total in excess of six (6) consecutive months, Avis shall thereafter have the right, on not less than thirty (30) days advance written notice to the Executive, to terminate Executive's employment. In such event, Avis shall pay the Executive, as and when due, only his base compensation provided for in Paragraph A of this Article II for a period of one (1) year following the date of such termination. Avis and Executive agree that in such circumstances Executive will not be entitled to any Pro Rated Share of bonus payment under the Bonus Plan for the Plan year in which the termination occurs. Avis may at its election purchase insurance to cover its obligations under this Paragraph, and Executive agrees to assist Avis in securing such insurance if so requested, but the uninsurability of Executive, if such is the case, shall not relieve Avis of its obligations. D. In the event the Executive dies during the Term of the Agreement or any Extended Employment Period, his compensation pursuant to Paragraphs A and B of this Article II shall cease as of the end of the month in which death occurs. Avis, however, shall continue for a period of twelve months following the month in which his death occurs to pay the amount of base compensation specified in Paragraph A of this Article II to the Personal Representative of Executive's estate as a death benefit. Avis and Executive agree that in such circumstances Executive will not be entitled to any Pro Rated Share of bonus payment under the Bonus Plan for the Plan year in which the death occurs. E. In the event the Executive voluntarily terminates his employment during the Term of the Agreement or any Extended Employment Period, he shall cease being compensated as of the date of termination of his employment, and Avis shall pay him, as and when due, only his base compensation provided for in Paragraph A of this Article II up to the date of such termination. Avis and Executive agree that in such circumstances Executive will not be entitled to any Pro Rated Share of bonus payment under the Bonus Plan for the Plan year in which the voluntary termination occurs. F. In the event Avis determines that Executive's employment should be terminated without just cause during the Term of the Agreement or any Extended Employment Period, Avis shall continue to pay the Executive the base salary provided for in Paragraph A of Article II hereof for a period equal to one month for every year of service with Avis, or for a period of twelve (12) months, whichever is greater, commencing immediately following the date of such termination. In addition, Executive shall also be paid a Pro Rated Share of the bonus for the Plan year during which the termination without just cause occurred. G. In the event that Avis terminates the Executive employment for just cause, the Executive shall cease being compensated as of the date of termination of his employment. Avis, however, shall pay him, as and when due, only his full compensation provided for in Paragraph A of this Article II up to the date of such termination, it being agreed by Avis and Executive that in such circumstances Executive will not be entitled to any Pro Rated Share of bonus payment under the Bonus Plan for the Plan year in which the termination for just cause occurs. H. For purposes of this Agreement, "just cause" shall mean (i) dishonesty or misconduct by the Executive in the performance of his duties, or (ii) a material breach of this Agreement, or (iii) a failure to perform his assigned duties in a reasonable manner satisfactory to Avis.
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Compensation and Termination. Avis agrees to pay to the Executive and the Executive agrees to accept the following amounts and benefits as compensation for his services hereunder and As Compensation for the performance of other the duties assigned rendered by EMPLOYEE pursuant to him by the President and Chief Executive Officer of Avis:
A. Commencing September 21this Agreement, 1987, Avis IMG shall pay the Executive EMPLOYEE a base salary Base Salary at the rate of one hundred thousand dollars One Hundred Ninety Thousand Dollars ($100,000.00190,000) per annumyear until December 31, payable in equal biweekly installments2005. This base salary On and as of January 1, 2006, the Base Salary shall increase by ten percent (10%). For each calendar year thereafter, until the termination or expiration of this Agreement, EMPLOYEE shall receive cost-of-living adjustments, which adjustments may be increased in addition to or as a part of any further increases in Base Salary that IMG may determine to award EMPLOYEE from time to time.
▇. ▇▇▇▇ shall pay the Executive an annual bonus within sixty (60) days All payments of the close of Avis' fiscal year under the Corporate Management Incentive Plan (the "Plan"), as it presently exists or is subsequently modified, at his present percentage of "Standard Incentive," during the Term of the Agreement or any Extended Employment Period. The percentage of "Standard Incentive" may be increased or decreased from time to time by order of the Board of Directors. For purposes of this agreement, "Standard Incentive" Base Salary shall be defined at such times and in such increments as 70% of maximum incentiveshall be consistent with IMG’s normal and customary payroll practices. Whenever the amount of bonus to which the Executive is entitled is to Employee’s Base Salary for each Renewal Term shall be determined by reference IMG but it shall be no less than the annual salary paid to Executive's participation Employee during the last year of the Initial Term. All Salary paid hereunder shall be subject to all applicable federal and state payroll and withholding taxes. In addition, EMPLOYEE shall receive performance bonus pay (“Bonus Pay”) in accordance with the Plan for less than an entire Plan year, the amount in effect during each year of bonus to this Agreement. Any and all Bonus Pay shall be paid to Executive EMPLOYEE in one lump sum on a business day not later than March 15 following the relevant calendar year. EMPLOYEE’s employment may be terminated for anyone of the following reasons, in which case the following payments shall be made on a regular payroll basis (except where otherwise indicated) and subject to all applicable federal and state payroll and withholding taxes: a. In the event of Employee’s disability such as would require payment of benefits under the Plan shall be a percentage of the bonus that he would have received had he worked long term disability insurance policy provided for Avis for the entire Plan year, which percentage shall be calculated as the part of that Plan year that he did work bears to the entire Plan year ("Pro Rated Share").
C. If, during the Term of the Agreement or the Extended Employment Period, the Executive shall be unable to perform his duties hereunder because of illness or other incapacity, and the period of such illness or other incapacity shall total in excess of six (6) consecutive months, Avis shall thereafter have the right, on not less than thirty (30) days advance written notice to the Executive, to terminate Executive's employmentEMPLOYEE. In such event, Avis EMPLOYEE shall pay the Executive, as and when due, only his base compensation provided for in Paragraph A of this Article II for a period of one (1) year following the date of such termination. Avis and Executive agree that in such circumstances Executive will not be entitled to any Pro Rated Share of bonus payment under receive his full compensation, including salary and fringe benefits, until the disability insurance benefits provided by the policy shall become available. In addition, EMPLOYEE shall receive Bonus Plan for the Plan year in which the termination occursPay (“Bonus Pay”). Avis may at its election purchase insurance to cover its obligations under this Paragraph, and Executive agrees to assist Avis in securing such insurance if so requested, but the uninsurability of Executive, if such is the case, Such Bonus Pay shall not relieve Avis of its obligations.
D. In the event the Executive dies during the Term of the Agreement or any Extended Employment Period, his compensation pursuant to Paragraphs A and B of this Article II shall cease as of the end of the month in which death occurs. Avis, however, shall continue for a period of twelve months following the month in which his death occurs to pay the amount of base compensation specified in Paragraph A of this Article II to the Personal Representative of Executive's estate as a death benefit. Avis and Executive agree that in such circumstances Executive will not be entitled to any Pro Rated Share of bonus payment under the Bonus Plan for the Plan year in which the death occurs.
E. In the event the Executive voluntarily terminates his employment during the Term of the Agreement or any Extended Employment Period, he shall cease being compensated as of based on EMPLOYEE’s performance through the date of termination of his employmentand IMG’s actual performance through the calendar year, and Avis it shall pay himbe pro rated for that fraction of the year EMPLOYEE worked for IMG. Payment of Bonus Pay under this subsection shall be in a single, as and when duelump-sum payment paid on a business day not later than March 15 following the relevant calendar year. b. In the event of EMPLOYEE’S death. In such event, only his base compensation provided for in Paragraph A of this Article II up to the date of such termination. Avis and Executive agree that in such circumstances Executive will not EMPLOYEE’s estate shall be entitled to any Pro Rated Share payment of bonus payment under the Bonus Plan for the Plan year in which the voluntary termination occurs.
F. In the event Avis determines that Executive's employment should be terminated without just cause during the Term all Base Salary accrued but unpaid as of the Agreement or any Extended Employment Period, Avis shall continue last day EMPLOYEE provides services to pay the Executive the base salary provided for in Paragraph A of Article II hereof for a period equal to one month for every year of service with Avis, or for a period of twelve (12) months, whichever is greater, commencing immediately following the date of such terminationIMG. In addition, Executive EMPLOYEE’s estate shall also be paid a Pro Rated Share of the bonus for the Plan year during which the termination without just cause occurred.
G. In the event that Avis terminates the Executive employment for just cause, the Executive shall cease being compensated as of Bonus Pay based on EMPLOYEE’s performance through the date of termination and IMG’s actual performance through the calendar year, and it shall be pro rated for that fraction of his employmentthe year EMPLOYEE worked for IMG. Avis, however, Payment of Bonus Pay under this subsection shall pay him, as and when due, only his full compensation provided for in Paragraph A of this Article II up to the date of such termination, it being agreed by Avis and Executive that in such circumstances Executive will not be entitled to any Pro Rated Share of bonus payment under the Bonus Plan for the Plan year in which the termination for just cause occurs.
H. For purposes of this Agreement, "just cause" shall mean (i) dishonesty or misconduct by the Executive in the performance of his duties, or (ii) a material breach of this Agreement, or (iii) a failure to perform his assigned duties in a reasonable manner satisfactory to Avissingle, lump-sum payment paid on a business day not later than March 15 following the relevant calendar year.
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