Hertz 2008 Annual Report Download - page 176

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
outside Directors vested immediately. The Board or Compensation Committee may accelerate the
vesting of an option at any time. In addition, vesting of options will be accelerated if Hertz Holdings
experiences a change in control (as defined in the Stock Incentive Plan) unless options with substantially
equivalent terms and economic value are substituted for existing options in place of accelerated vesting.
Vesting of options will also be accelerated in the event of an employee’s death or disability (as defined in
the Stock Incentive Plan). Upon a termination for cause (as defined in the Stock Incentive Plan), all
options held by an employee are immediately cancelled. Following a termination without cause, vested
options generally remain exercisable through the earliest of the expiration of their term or 60 days
following termination of employment (180 days in the case of death, disability or retirement at normal
retirement age). In May 2007, Hertz Holdings granted options to acquire 1,029,007 shares of Hertz
Holdings’ common stock to key executives, employees and non-management directors at exercise
prices ranging from $20.55 to $21.87. In August 2007, Hertz Holdings granted options to acquire
510,000 shares of Hertz Holdings’ common stock to certain executives, including an award to
Mr. Frissora at exercise prices ranging from $22.61 to $23.06. In November 2007, Hertz Holdings granted
options to acquire 232,000 shares of Hertz Holdings’ common stock to certain executives at exercise
prices ranging from $17.14 to $21.22. These options are subject to and governed by the terms of the
Stock Incentive Plan and the Hertz Global Holdings, Inc. Director Stock Incentive Plan, or the ‘‘Director
Plan.’’
In February 2008, we granted options to acquire 2,481,440 shares of our common stock to key
executives and employees at exercise prices ranging from $12.74 to $12.97 under the Stock Incentive
Plan and the Director Plan. These options are subject to and governed by the terms of the Stock
Incentive Plan and the Director Plan.
On February 28, 2008, our Board of Directors adopted the Hertz Global Holdings, Inc. 2008 Omnibus
Incentive Plan, or the ‘‘Omnibus Plan’’, which was approved by our stockholders at the annual meeting
of stockholders held on May 15, 2008. The Omnibus Plan provides for grants of both equity and cash
awards, including non-qualified stock options, incentive stock options, stock appreciation rights,
performance awards (shares and units), restricted stock, restricted stock units and deferred stock units
to key executives, employees and non-management directors.
The Omnibus Plan provides that no further awards will be granted pursuant to the Stock Incentive Plan
and the Director Plan, or the ‘‘Prior Plans.’’ However, awards that had been previously granted pursuant
to the Prior Plans will continue to be subject to and governed by the terms of the Prior Plans. As of
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.
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