Hertz 2014 Annual Report Download - page 313

cooperate and truthfully with the Company in connection with any investigation or review by any federal, state or local regulatory
authority relating to events or occurrences that transpired while MacDonald was employed with the Company and of which
MacDonald has relevant knowledge. The Companies shall promptly pay (or promptly reimburse) MacDonald (a) for any and all
reasonable out-of-pocket expenses incurred by MacDonald in connection with such cooperation, and (b) a reasonable hourly rate to
MacDonald for all time provided pursuant to this Section 12 in excess of 50 hours.
13. Indemnification. MacDonald’s right to indemnification and insurance under Section 18 of the Employment Agreement
shall continue in accordance with its terms.
14. Miscellaneous.
a. Denial of Wrongdoing. The parties understand and agree that this Agreement shall not be considered an admission of
liability or wrongdoing by any party, and that the parties deny any liability and nothing in this Agreement can or shall be used by or
against any party with respect to claims, defenses or issues in any litigation or proceeding except to enforce the Agreement itself. Hertz
denies committing any wrongdoing or violating any legal duty with respect to MacDonald’s employment or the termination of his
employment.
b. Entire Agreement. MacDonald further declares and represents that no promise, inducement, or agreement not herein
expressed or referred to has been made to him; that this Agreement contains the entire agreement by and among the parties relating to
the subject matter hereof, and that the terms of this Agreement are contractual and not a mere recital. For the sake of clarity, nothing in
this Section 14.b. is intended to negate or otherwise adversely affect any rights that MacDonald may have under the employee and
executive benefit plans of the Companies other than those waived as provided in Sections 5 and 6 hereof. This Agreement may not be
changed unless the change is in writing and signed by MacDonald and an authorized representative of each of the Companies. Parol
evidence will be inadmissible to show agreement by and between the parties to any term or condition contrary to or in addition to the
terms and conditions contained in this Agreement. This Agreement may be executed in separate counterparts, each of which is deemed
to be an original and all of which together constitute one and the same agreement, whether delivered in person, by mail, by e-mail or
by facsimile. Each plan or policy of the Companies referred to directly or by implication is incorporated in this Agreement only insofar
as it does not contradict this Agreement. If any inconsistencies exist between this Agreement and any such plan or policy, this
Agreement shall control. For the sake of clarity, any modification by this Agreement intended to enhance the rights of MacDonald
under the employee and executive benefit plans of the Companies shall not constitute an inconsistency for purposes of this Section
14.b. Notwithstanding the foregoing, nothing in this Agreement shall limit the application of the Compensation Recovery Items to any
compensation, payments or benefits payable or paid to MacDonald pursuant to this Agreement or any other arrangement, agreement or
plan, or the rights of the Companies under the Employment Documents, including the last sentence of Section 8(b) of the Employment
Agreement.
c. Severability. MacDonald understands and agrees that should any provision of this Agreement be declared or be
determined by any court to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby,
and said invalid part, term, or provision shall be deemed not a part of this Agreement.
d. Successors and Assigns. This Agreement shall be binding upon the Companies and MacDonald and their respective
heirs, personal representatives, successors and assigns. MacDonald may not assign any of his rights or obligations hereunder. The
Company will require any successor (whether
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Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by Morningstar® Document Research℠
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