Hertz 2014 Annual Report Download - page 314

direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the
Company to assume expressly and agree to perform all of the Company’s obligations set forth in this Agreement in the same manner
and to the same extent that the Company would be required to perform if no such succession or assign had taken place.
e. Dispute Resolution; Injunctive Relief. The provisions of Sections 20(g) and (h) of the Employment Agreement are
incorporated by reference herein and made a part of this Agreement. Notwithstanding the foregoing, in the event of a breach or
threatened breach of any provision of this Agreement, including but not limited to Sections 7, 8, 11 and 12 of this Agreement,
MacDonald agrees that the Companies shall be entitled to seek injunctive or other equitable relief in a court of appropriate jurisdiction
to remedy any such breach or threatened breach, and damages would be inadequate and insufficient. The existence of this right to
injunctive and other equitable relief shall not limit any other rights or remedies that the Companies may have at law or in equity
including, without limitation, the right to monetary, compensatory and punitive damages.
f. Investigations. Nothing in this Agreement (including Sections 7, 11 and 12) shall be construed to prohibit MacDonald
from communicating with, filing a charge with, or participating in any investigation conducted by any federal, state or local
government body or agency.
g. Governing Law; Notice. This Agreement shall be construed and enforced under the laws of the State of Florida
without regard to its conflict of law rules. Any notice or other communication required or permitted to be delivered under this
Agreement shall be (i) in writing; (ii) delivered personally by courier service or certified or registered mail, first-class postage prepaid
and return receipt requested, (iii) deemed to have been received on the date of delivery or on the third business day after the mailing
thereof, and (iv) addressed as follows (or to such other address as the party entitled to notice shall hereafter designate in accordance
with the terms hereof):
(A) if to either of the Companies, to them at:
999 Vanderbilt Beach Road, 3rd Floor
Naples, Florida 34108
Attention: General Counsel
Facsimile: 866-999-3798
with a copy to:
Wachtell Lipton Rosen & Katz
51 West 52nd Street
New York, New York 10019
Attention: David A. Katz, Esq.
Electronic mail: [e-mail]
(B) if to MacDonald, to him at his last known home address as shown on the records of the Company.
g. Counterparts. This Agreement may be executed by the parties hereto, each of which shall be deemed an original and all
of which together shall constitute one and the same instrument.
15. Tax Matters.
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Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by Morningstar® Document Research℠
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