Director Independence Criteria

A director shall be considered “independent” after the Avis Budget Group Board of Directors (the “Board”) affirmatively determines that the director has no material relationship with Avis Budget Group (either directly or as a partner, shareholder or officer of an organization that has a relationship with Avis Budget Group). The Board has established the following criteria to assist it in making such determinations.

A director is not independent if:

• The director is, or has been within the last three years, employed by Avis Budget Group.
  
• Any of the director’s immediate family members is currently, or has been within the last three years, an executive officer of Avis Budget Group.
• The director or any of his or her immediate family members has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from Avis Budget Group, other than (i) Avis Budget Group director or committee fees, (ii) pension and other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service), (iii) compensation for former services as an interim Chairman or executive officer of Avis Budget Group, and (iv) in the case of a director’s immediate family member, compensation as a non-executive employee of Avis Budget Group.
• The director is currently a partner or employee of Avis Budget Group's independent auditor (the “Auditor”), or has been within the last three years, a partner or employee of the Auditor and personally worked on Avis Budget Group’s audit within that time.
• Any of the director’s immediate family members is (i) currently a partner of the Auditor, (ii) currently an employee of the Auditor and personally works on Avis Budget Group’s audit, or (iii) has been within the last three years, a partner or employee of the Auditor and personally worked on Avis Budget Group’s audit within that time.
• The director or any of his or her immediate family members is, or has been within the last three years, part of an "interlocking directorate" in which an executive officer of Avis Budget Group serves or served on the compensation (or equivalent) committee of another company that employs or employed the director or any of his or her immediate family members as an executive officer.
• The director is currently an employee, or any of his or her immediate family members is currently an executive officer, of a company that has made payments to, or received payments from, Avis Budget Group for property or services in an amount which, in any of the last three fiscal years, exceeded the greater of (i) $1,000,000 or (ii) 2% of such other company's consolidated gross revenues.
• The director is currently an executive officer or director of a foundation, university or other non-profit organization to which Avis Budget Group within the last three years gave directly, or indirectly through the provision of services, more than the greater of (i) $1,000,000 or (ii) 2% of the consolidated gross revenues of such organization during any single fiscal year.

For purposes of establishing director independence:

i. an "immediate family member" includes a person's spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in- law and anyone (other than domestic employees) who shares such person's home;

ii. "executive officer" means Avis Budget Group's president, principal financial officer, principal accounting officer, any vice president of Avis Budget Group in charge of a principal business unit, division or function, any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for Avis Budget Group; and

iii. references to "Avis Budget Group" in the foregoing criteria shall be deemed to include Avis Budget Group, Inc. and any subsidiary in a consolidated group with Avis Budget Group, Inc.

The Board will annually review all commercial and charitable relationships of directors. Whether directors meet these categorical independence criteria will be reviewed and will be made public when a director is first elected to the Board and annually thereafter prior to their standing for re-election to the Board.