Avis Budget Group, Inc. Form 8-K dated November 14, 2006
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): November
20, 2006 (November 14, 2006)
Avis
Budget Group, Inc.
(Exact
Name of Registrant as Specified in its Charter)
|
Delaware
|
1-10308
|
06-0918165
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
6
Sylvan Way
Parsippany,
NJ
|
07054
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(973)
496-4700
(Registrant's
telephone number, including area code)
N/A
(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
1.01. Entry into a Material Definitive Agreement.
On
November 14, 2006, we entered into employment agreements with F. Robert Salerno,
our President and Chief Operating Officer, and David B. Wyshner, our Executive
Vice President, Chief Financial Officer and Treasurer.
The
employment agreements have a term ending on the third anniversary of the
effective date; provided, that such term will automatically extend for one
additional year unless we or the applicable executive provides notice to the
other party of non-renewal at least six months prior to such third anniversary.
Mr.
Salerno
In
addition to providing for a minimum base salary of $700,000 and employee benefit
plans generally available to our executive officers, Mr. Salerno’s
agreement provides for an annual incentive award with a target amount equal
to
100% of his base salary, subject to attainment of performance goals, and grants
of long-term incentive awards, upon such terms and conditions as determined
by
our Board of Directors or Compensation Committee. Mr. Salerno’s agreement
provides that if his employment with us is terminated by us without “cause” or
due to a “constructive discharge” (each term as defined in Mr. Salerno’s
agreement), he will be entitled to a lump sum payment equal to 299% of the
sum
of his then-current base salary plus his then-current target annual bonus.
In
addition, in this event, all of Mr. Salerno’s then-outstanding equity
awards will become fully vested (and any stock options and stock appreciation
rights granted on or after July 28, 2006 will remain exercisable until the
earlier of three years following his termination of employment and the original
expiration date of such awards). The employment agreement provides
Mr. Salerno with the right to claim a constructive discharge if, among
other things, he is not the Chief Executive Officer following a “corporate
transaction” (as such term is defined in Mr. Salerno’s employment agreement).
Mr. Salerno’s agreement will provide for post-termination non-competition
and non-solicitation covenants which will last for two years following
Mr. Salerno’s employment with us.
Mr.
Wyshner
In
addition to providing for a minimum base salary of $525,000 and employee benefit
plans generally available to our executive officers, Mr. Wyshner’s
agreement provides for an annual incentive award with a target amount equal
to
100% of his base salary, subject to attainment of performance goals, and grants
of long-term incentive awards, upon such terms and conditions as determined
by
our Board of Directors or Compensation Committee. Mr. Wyshner’s agreement
provides that if his employment with us is terminated by us without “cause” or
due to a “constructive discharge” (each term as defined in Mr. Wyshner’s
agreement), he will be entitled to a lump sum payment equal to 299% of the
sum
of his then-current base salary plus his then-current target annual bonus.
In
addition, in this event, all of Mr. Wyshner’s then-outstanding equity
awards will become fully vested (and any stock options and stock appreciation
rights granted on or after July 28, 2006 will remain exercisable until the
earlier of three years following his termination of employment and the original
expiration date of such awards). The employment agreement provides
Mr. Wyshner with the right to claim a constructive discharge if, among
other things, he is not the most senior financial officer of the Company or
there occurs a "corporate transaction" (as such term is defined in Mr. Wyshner’s
employment agreement). Mr. Wyshner’s agreement will provide for
post-termination non-competition and non-solicitation covenants which will
last
for two years following Mr. Wyshner’s employment with us.
The
above
summaries are qualified in their entirety by the employment agreement between
Avis Budget Group and Mr. Salerno and the employment agreement between Avis
Budget Group and Mr. Wyshner, which are attached hereto as Exhibits 10.1 and
10.2, respectively, and are incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibits are filed as part of this report:
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Exhibit
No.
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Description
|
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10.1
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Employment
Agreement with F. Robert Salerno
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10.2
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Employment
Agreement with David B. Wyshner
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SIGNATURE
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.
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AVIS
BUDGET GROUP, INC.
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By:
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/s/
Jean M. Sera
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|
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Jean
M. Sera Senior Vice President and Secretary
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Date:
November 20, 2006
EXHIBIT
INDEX
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Exhibit
No.
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Description
|
|
10.1
|
|
Employment
Agreement with F. Robert Salerno
|
|
10.2
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|
Employment
Agreement with David B. Wyshner
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