0001181431-12-011787 Sample Contracts

ZIPCAR, INC. Incentive Stock Option Agreement Granted Under 2011 Stock Incentive Plan
Incentive Stock Option Agreement • February 27th, 2012 • Zipcar Inc • Services-auto rental & leasing (no drivers)

This agreement (this "Agreement") evidences the grant by Zipcar, Inc., a Delaware corporation (the "Company"), on _________ , 20__ (the "Grant Date") to , an employee of the Company (the "Participant"), of an option to purchase, in whole or in part, on the terms provided herein and in the Company's 2011 Stock Incentive Plan (the "Plan"), a total of shares (the "Shares") of common stock, $0.001 par value per share, of the Company ("Common Stock") at $ per Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on the tenth anniversary of the Grant Date (the "Final Exercise Date").

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ZIPCAR, INC. Nonstatutory Stock Option Agreement Granted Under 2011 Stock Incentive Plan
Nonstatutory Stock Option Agreement • February 27th, 2012 • Zipcar Inc • Services-auto rental & leasing (no drivers)

This agreement (this "Agreement") evidences the grant by Zipcar, Inc., a Delaware corporation (the "Company"), on _________ __, 20__ (the "Grant Date") to , an employee of the Company (the "Participant"), of an option to purchase, in whole or in part, on the terms provided herein and in the Company's 2011 Stock Incentive Plan (the "Plan"), a total of shares (the "Shares") of common stock, $0.001 par value per share, of the Company ("Common Stock") at $ per Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on the tenth anniversary of the Grant Date (the "Final Exercise Date").

Amendment No. 2 to Letter Agreement
Letter Agreement • February 27th, 2012 • Zipcar Inc • Services-auto rental & leasing (no drivers)

This Amendment No. 2 to Letter Agreement (the "Amendment") is effective as of February 22, 2012 (the "Amendment Effective Date") and updates that certain letter agreement between Scott W. Griffith ("Mr. Griffith") and Zipcar, Inc. (the "Company") dated as of December 23, 2008 (as amended by an amendment dated as of February 24, 2010, the "Letter Agreement"), which amended Mr. Griffith's original offer letter dated October 14, 2003 (the "Offer Letter").

Amendment No. 1 to Letter Agreement
Letter Agreement • February 27th, 2012 • Zipcar Inc • Services-auto rental & leasing (no drivers)

This Amendment No. 1 to Letter Agreement (the "Amendment") is effective as of February 22, 2012 (the "Amendment Effective Date") and updates that certain letter agreement between Edward G. Goldfinger ("Mr. Goldfinger") and Zipcar, Inc. (the "Company") dated as of April 10, 2010 (the "Letter Agreement"), which updated and amended the original offer letter between Mr. Goldfinger and the Company dated September 4, 2007 as such offer letter had been previously updated and amended pursuant to a letter dated December 15, 2008.

Amendment No. 4 to Letter Agreement
Letter Agreement • February 27th, 2012 • Zipcar Inc • Services-auto rental & leasing (no drivers)

This Amendment No. 4 to Letter Agreement (the "Amendment") is effective as of February 22, 2012 (the "Amendment Effective Date") and updates that certain letter agreement between Mark Norman ("Mr. Norman") and Zipcar, Inc. (the "Company") dated as of October 19, 2007 (as amended on each of December 15, 2008, April 2, 2010 and December 21, 2010, the "Letter Agreement").

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