Hertz 2014 Annual Report Download - page 312

suit against the Companies for events occurring prior to the date of this Agreement and not to seek damages from the Companies by
filing a claim or charge with any state or governmental agency.
b. MacDonald further declares and represents that though the Date of Termination he has not: (i) engaged in any conduct
that constitutes willful gross neglect or willful gross misconduct with respect to his employment duties with the Companies which has
resulted or will result in material economic harm to Holdings; (ii) knowingly violated the Hertz Standards of Business Conduct or any
similar policy; (iii) facilitated or engaged in, and has no knowledge of, any financial or accounting improprieties or irregularities of
either of the Companies; and (iv) knowingly made any incorrect or false statements in any of his certifications relating to filings of the
Companies required under applicable securities laws or management representation letters, and has no knowledge of any incorrect or
false statements in any of the Companies’ filings required under applicable securities laws; in either of the case of clauses (iii) or (iv) of
this Section 9.b., except with respect to any information that has been provided through the Date of Termination by a third party
auditor in an oral or written report to both MacDonald and the Board (or any committee thereof). MacDonald further acknowledges
and agrees that the Companies are entering into this Agreement in reliance on the representations contained in this Section 9.b., which
representations constitute terms of this Agreement.
10. Future Employment. MacDonald agrees that he will not at any time in the future seek employment with Hertz and
waives any right that may accrue to him from any application for employment that he may make notwithstanding this provision.
11. Nondisparagement/References. MacDonald agrees not to make negative comments or otherwise disparage the
Companies or their respective officers, directors, other employees at the level of manager or above, or material shareholders in any
manner reasonably likely to be harmful to them or their business, business reputation or personal reputation. The Companies agree that
the Companies will not, and the individuals holding the titles of Senior Vice President who reported directly to MacDonald at any time
during his employment (including under the Letter Agreement) or the titles of Executive Vice President or higher, and the members, as
of the date hereof, of the Boards of Directors of the Companies will not, while employed by the Companies or serving as a director of
Holdings, as the case may be, make negative comments about MacDonald or otherwise disparage MacDonald in any manner that is
reasonably likely to be harmful to his business reputation or personal reputation. The parties hereto will not assist, encourage, discuss,
cooperate, incite, or otherwise confer with or aid any others in discrediting the other or in pursuit of a claim or other action against the
other, except as required by law. MacDonald shall direct any employment inquiries or requests for references to Thomas J. Sabatino,
Jr., The Hertz Corporation, 999 Vanderbilt Beach Road, 3rd Floor, Naples, Florida 34108. Nothing contained in this Section 11 shall
prevent any party from making truthful statements in any judicial, arbitration, governmental, or other appropriate forum for adjudication
of disputes between the parties or in any response or disclosure by any party compelled by legal process or required by applicable law.
12. Cooperation. During the three-year period following the Date of Termination, MacDonald agrees to reasonably
cooperate with the Companies in the defense or prosecution of any claims or actions now in existence or which may be brought in the
future against or on behalf of the Companies which relate to events or occurrences that occurred while MacDonald was employed by
the Companies and of which MacDonald has relevant knowledge. MacDonald’s reasonable cooperation in connection with such
claims or actions shall include, but not be limited to, being available for telephone conferences with outside counsel and/or personnel of
the Companies, being available for interviews, depositions, and/or to act as a witness on behalf of the Company, if reasonably
requested, and at the Board’s reasonable request responding to any inquiries about the particular matter. MacDonald further agrees to
reasonably
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Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by Morningstar® Document Research℠
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