Hertz 2014 Annual Report Download - page 311

8. Fiduciary Duties.
a. MacDonald will retain his fiduciary responsibilities to the Companies to the extent provided by law. In addition,
MacDonald agrees to continue to abide by applicable provisions of the principles and guidelines set forth in the Hertz Standards of
Business Conduct, the terms of which are incorporated herein, including, but not limited to, the restrictions on insider trading and use
of Company assets and information contained therein.
b. Notwithstanding anything to the contrary in the Company’s Amended and Restated Compensation Recovery Policy
Adopted February 19, 2014 (the “Company’s Compensation Recovery Policy”) (or any successor or replacement policy), such claw
back and compensation recovery provisions contained therein shall apply to the compensation, payments and benefits provided under
Section 4 of this Agreement. The Companies acknowledge and agree that the claw back and compensation recovery provisions
contained in the Company’s Compensation Recovery Policy (and any successor or replacement policy that would apply under this
Section 8) may only be triggered if MacDonald engaged in gross negligence, fraud or willful misconduct that caused or contributed to
the need for the restatement of the Company’s financial statements, and that MacDonald’s decisions unrelated to such financial
statements while employed by the Companies (and their subsidiaries and affiliates) cannot be used as a basis for triggering such claw
back and compensation recovery provisions.
c. Finally, for the avoidance of doubt, and to the extent permitted by law, the compensation, payments and benefits
provided to MacDonald under Section 4 of this Agreement may be reduced to enforce any repayment obligation of MacDonald to the
Companies under any claw back pursuant to the Company’s Compensation Recovery Policy (or any successor or replacement policy)
the Executive Incentive Plan or any other bonus plan) (generally and collectively referred to herein as the “Compensation Recovery
Items”). Anything in the preceding sentence to the contrary notwithstanding, any such reduction referred to therein shall be permitted
only if and to the extent it would not result in a failure to comply with any applicable requirement of Section 409A.
d. Nothing in this Agreement waives any rights MacDonald may have to challenge any future claw back pursuant to this
Section 8 and/or the Company’s Compensation Recovery Policy and/or Compensation Recovery Items.
e. Anything in Section 8 b. or c. above to the contrary notwithstanding, if the compensation, payments and benefits
provided under Section 4 of this Agreement shall be subject to reduction or repayment to the Companies under any policy adopted
after the Date of Termination as a successor or replacement to the Company’s Compensation Recovery Policy then such reduction or
repayment shall be required (i) only to the extent that such compensation, payments and benefits would have been subject to reduction
or repayment to the Companies under the terms of the Company’s Compensation Recovery Policy as in effect on the Date of
Termination or (ii) as may be expressly required by law.
9. Representations of Executive.
a. MacDonald declares and represents that he has not filed or otherwise pursued any charges, complaints, lawsuits or
claims of any nature against the Companies or any of its subsidiaries, affiliates or divisions, arising out of or relating to events occurring
prior to the date of this Agreement, with any federal, state or local governmental agency or court with respect to any matter covered by
this Agreement, and MacDonald has no knowledge of any fact or circumstance that he would reasonably expect to result in any such
Claim against the Companies in respect of any of the foregoing. Except as provided in Section 6.b. of this Agreement and subject to
the provisions thereof, MacDonald agrees herein not to bring
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Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by Morningstar® Document Research℠
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