Chief Information Officer Employment Agreement

Exhibit 10.42


FIRST REVISED AND EXTENDED

EMPLOYMENT AGREEMENT


FIRST REVISED AND EXTENDED EMPLOYMENT AGREEMENT (" Agreement" ) effective , 2005 between Worldwide Excellerated Leasing Ltd. (the " Company" ), and Tyler A. Best (the " Executive" ) (together, the " Parties" ).


WHEREAS, the parties hereto entered into and are operating pursuant to an Employment Agreement executed on ;


WHEREAS, the parties hereto desire to revise and extend the term of such previously executed Employment Agreement;


WHEREAS, the Parties wish to establish the terms of Executive' s future employment with the Company; and


WHEREAS, for purposes of this Agreement, the Company may direct that one or more of its subsidiaries or affiliates fulfill the Company' s obligations under this Agreement, including, but not limited to, its obligations under Sections 4 and 5.


Accordingly, the Parties agree as follows:


1. Employment and Acceptance . The Company shall employ the Executive, and executive shall accept employment, subject to the terms of this Agreement effective as of (the " Effective Date" ).


2. Term . Subject to Section 5 of this Agreement, this Agreement and the employment relationship hereunder will continue from the Effective Date until December 31, 2008 (the " Term" ). There shall be no extension of this Agreement other than by written agreement executed by both parties hereto. In the event of the Executive' s termination of employment during the Term, the Company' s obligation to continue to pay all base salary, as adjusted, bonus and other benefits then accrued shall terminate except as may be provided for in Section 5 of this Agreement.


3. Duties and Title .


3.1 Title . The Company shall employ the Executive to render exclusive and full-time services to the Company and its subsidiaries, including, but not limited to, Vanguard Car Rental USA Inc. (" Vanguard" ). The Executive will serve in the capacity of Senior Vice President and Chief Information Officer, and shall report solely and directly to the Chief Executive Officer of the Company and shall serve in the same executive position for such of the Company' s subsidiaries and affiliates as determined by the Board of Directors of the Company (the " Board" ) for no additional consideration.


3.2 Duties . The Executive will have such authority and responsibilities and will perform such executive duties as are customarily performed by the Senior Vice President and Chief Information Officer of businesses similar to those of the Company and its subsidiaries and affiliates or assigned to Executive by the Chief Executive Officer or the Board. The


Executive will devote all his full working-time and attention to the performance of such duties and to the promotion of the business and interests of the Company and its subsidiaries and affiliates.


4. Compensation by the Company .


4.1 Base Salary . As compensation for all services rendered pursuant to this Agreement, the Company will pay to the Executive, while holding the position of Senior Vice President and Chief Information Officer of the Company and such other position with the Company' s subsidiaries or affiliates, an annual base salary of Two Hundred Seventy-Five Thousand and No/100' s Dollars ($275,000.00), payable in accordance with the payroll practices of the Company or subsidiary or affiliate of the Company directed to pay the Executive his base salary (" Base Salary" ). Each year during the Term beginning in January 2006, the Chief Executive Officer and the Board will conduct a review of Executive' s Base Salary and, in their sole discretion, the Chief Executive Officer in conjunction with the Board may increase Executive' s Base Salary. For the purposes of this Agreement, " Base Salary" shall mean the Executive' s base salary as increased pursuant to this Section 4.1.


4.2 Bonuses . For each calendar year during the Term, the Executive will be entitled to participate in an annual bonus pool for senior executives which will be based upon the achievement by the Company of consolidated worldwide EBITDA related targets derived from the annual business plan presented by management and approved by the Board; provided that the United States consolidated EBITDA meets a certain minimum threshold annually approved by the Board (the " United States Threshold" ). Executive' s target bonus will be 50% of Base Salary for achieving targeted EBITDA. The Executive' s actual bonus will be determined by the Compensation Committee of the Board of Directors in its discretion. Each annual bonus (" Annual Bonus" ) shall be paid within a reasonable time of receipt by the Board of the audited financial statements of the Company for the respective year,


4.3 Participation in Employee Benefit Plans . The Executive shall be entitled, during the Term, if and to the extent eligible, to participate in all of the applicable benefit plans of the Company and its subsidiaries, including, but not limited to, Vanguard, which may be available to other senior executives of the Company, on the same terms as such other executives. The Company may at any time or from time to time amend, modify, suspend or terminate any employee benefit plan, program or arrangement for any reason without Executive' s consent if such amendment, modification, suspension or termination is consistent with the amendment, modification, suspension or termination for other employees of the Company.


4.4 Vacation . The Executive shall be entitled to four (4) weeks of paid vacation. Executive shall not be entitled to payment for unused vacation days upon the termination of his employment except as set forth in Section 5 below. The carry-over and accrual of vacation days shall be in accordance with Company or an applicable subsidiary' s or affiliate' s policy.


4.5 Expense Reimbursement . During the Term, the Executive shall be entitled to receive reimbursement for all appropriate business expenses incurred by him in connection with his duties under this Agreement in accordance with the policies of the Company as in effect from time to time.


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4.6 Stock Options or Restricted Stock . The Executive shall be eligible to participate in a stock option or restricted stock plan established by the Company (the " Equity Incentive Plan" ) pursuant to the terms of the Equity Incentive Plan and any applicable agreements thereunder as determined from time to time by the Board.


5. Termination of Employment,


5.1 By the Company for Cause or by the Executive Without Good Reason or Due to Death or Disability . If during the Term the Executive dies, the Company terminates the Executive' s employment with the Company for Cause (as defined below) or on account of the Executive' s Disability (as defined below), or Executive terminates his employment without Good Reason (as defined below), the Executive, or the Executive' s legal representatives (as appropriate), shall be entitled to receive the following:


(a) the Executive' s accrued but unpaid Base Salary and benefits set forth in Section 4.3, if any;


(b) the unpaid portion of the Annual Bonus, if any, relating to the calendar year prior to the calendar year of the Executive' s death, Disability, termination by the Company for Cause or by the Executive without Good Reason, payable in accordance with Section 4.2; and


(c) expenses reimbursable under Section 4.5 incurred but not yet reimbursed to the Executive.


For or the purposes of this Agreement, " Disability" means a determination by the Company in accordance with applicable law that as a result of a physical or mental injury of illness, the Executive is unable to perform the essential functions of his job with or without reasonable accommodation for a period of (i) 90 consecutive days or (ii) 180 days in any one (1) year period.


For the purposes of this Agreement, " Cause" means (i) commission of a felony by Executive, (ii) acts of dishonesty by Executive resulting or intending to result in personal gain or enrichment at the expense of the Company, its subsidiaries or affiliates (iii) Executive' s material breach of his obligations under this Agreement, (iv) conduct by Executive in connection with his duties hereunder that is fraudulent, unlawful, or negligent, or (v) misconduct by Executive which seriously discredits or damages the Company, its subsidiaries or affiliates.


For the purposes of this Agreement, " Good Reason" means, without the Executive' s consent, (i) a material adverse reduction in Executive' s responsibilities, position or duties; (ii) a material adverse reduction in the amount of aggregate compensation provided for herein; or (iii) the Company' s material breach of the Agreement. Notwithstanding the foregoing, a reduction in the amount of Executive' s aggregate compensation in an amount proportional to such a reduction in the aggregate compensation of other senior executives shall not constitute Good Reason. The Company shall have thirty (30) days after receipt of notice from the Executive in writing specifying the deficiency to cure the deficiency that would result in Good Reason.


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5.2 By the Company Without Cause or By the Executive for Good Reason . If during the Term the Company terminates Executive' s employment without Cause or Executive terminates his employment for Good Reason, the Executive shall receive the incremental severance payments set forth in this Section 5.2 (in addition to the payments upon termination specified in Section 5.1) upon execution without revocation of a valid release agreement in a form acceptable to the to the Company:


(a) payment for accrued unused vacation days, payable in accordance with Company policy;


(b) continued Base Salary, for twelve (12) months, payable monthly; and


(c) reimbursement of the cost of continuation coverage of group health coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986 for a maximum of twelve (12) months to the extent Executive elects such continuation coverage and is eligible and subject to the terms of the plan and the law.


The Company shall have no obligation to provide the benefits set ...