Hertz 2007 Annual Report Download - page 190

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
part, of common stock held in treasury or authorized but unissued shares of common stock, not
reserved for any other purpose.
Shares subject to any award granted under the Omnibus plan, the Stock Incentive Plan, or the Director
plan that for any reason are canceled, terminated, forfeited, settled in cash or otherwise settled without
the issuance of common stock after the effective date of the Omnibus plan will generally be available for
grant under the Omnibus plan.
All stock options and stock appreciation rights granted under the Omnibus plan will have a per-share
exercise price no less than fair market value of one share of Hertz Holdings common stock on the grant
date. Stock options and stock appreciation rights will vest based on a minimum period of service or the
occurrence of events (such as a change in control, as defined in the Omnibus plan) specified by the
compensation committee. No stock options or stock appreciation rights will be exercisable after ten
years from the grant date. The compensation committee may accelerate the vesting of an option or stock
appreciation right at any time. In addition, vesting of options and stock appreciation rights will be
accelerated if Hertz Holdings experiences a change in control (as defined in the Omnibus plan) unless
options or stock appreciation rights with substantially equivalent terms and economic value are
substituted for existing options and stock appreciation rights in place of accelerated vesting. Vesting of
options and stock appreciation rights will also be accelerated in the event of an employee’s death or
disability (as defined in the Omnibus plan). Upon a termination for cause (as defined in the Omnibus
plan), all options and stock appreciation rights held by the employee are immediately cancelled.
Following a termination without cause, vested options and stock appreciation rights will generally
remain exercisable through the earliest of the expiration of their term or 30 days following termination of
employment (one year in the case of death or disability).
Performance stock, performance stock units and performance units granted under the Omnibus plan
will vest based on the achievement of pre-determined performance goals over performance periods
determined by the compensation committee. In the event of an employee’s death or disability, a pro rata
portion of the employee’s performance stock, performance stock units and performance units will vest to
the extent performance goals are achieved at the end of the performance period. Upon a termination of
employment or for any other reason, all outstanding performance stock, performance stock units and
performance units held by the employee are immediately canceled.
Restricted stock and restricted stock units granted under the Omnibus plan will vest based on a
minimum period of service or the occurrence of events (such as a change in control, as defined in the
Omnibus plan) specified by the compensation committee. Upon a termination of employment for any
reason, any unvested restricted stock or restricted stock units of the employee will be canceled.
Each deferred stock unit granted under the Omnibus plan represents the right to receive one share of
Hertz Holdings common stock on a specified future date. Generally, upon a participant’s termination of
employment other than for cause, Hertz Holdings will issue one share of common stock to the
participant for each deferred stock unit the participant then holds.
Upon a change in control of Hertz Holdings, unless outstanding awards are honored, assumed or
substituted with alternative awards that provide substantially similar terms, conditions and economic
value to the original awards granted under the Omnibus plan, all awards will immediately become
exercisable and any restrictions related to the awards will lapse.
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