Hertz 2008 Annual Report Download - page 139

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
December 31, 2008, there were 15.0 million shares of our common stock underlying awards outstanding
under the Prior Plans. In addition, as of December 31, 2008, there were 2.4 million shares of our common
stock underlying awards outstanding under the Omnibus Plan.
In addition to the 17.4 million shares underlying outstanding awards as of December 31, 2008, we had
15.3 million shares of our common stock available for issuance under the Omnibus Plan. The shares of
common stock to be delivered under the Omnibus Plan may consist, in whole or in 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 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 future grants, under the Omnibus Plan.
All stock options and stock appreciation rights granted under the Omnibus Plan will have a per-share
exercise price of not less than the 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 of our Board of Directors. No stock options or stock appreciation rights will be
exercisable after ten years from the grant date. The compensation committee may at its discretion
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 (or 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.
In May 2008, we granted options to acquire 209,748 shares of our common stock to non-management
directors or their assignees at an exercise price of $14.21 per share. These options are subject to and
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