Hertz 2014 Annual Report Download - page 315

a. Withholding. All payments and benefits provided hereunder shall be subject to tax withholdings required by applicable
law and other standard payroll deductions.
b. Code Section 409A.
i. Compliance. The intent of the parties is that payments and benefits under this Agreement be exempt from, or
comply with, Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations issued
thereunder and all notices, rulings and other guidance issued by the Internal Revenue Service interpreting the
same (collectively, “Section 409A”) so as to avoid the additional tax and penalty interest provisions contained
therein and, accordingly, to the maximum extent permitted under Section 409A, the Agreement shall be
interpreted to maintain exemption from or compliance with its requirements. In no event whatsoever shall the
Company be liable for any tax, interest or penalties that may be imposed on MacDonald by Section 409A or any
damages for failing to comply with Section 409A, except for any such additional taxes and interest or damages
that result from the Company’s willful failure to comply with the terms of this Agreement or those of any plan or
award agreement referred to herein.
ii. Termination as Separation from Service. The termination of MacDonald’s employment on the Date of
Termination constitutes a “separation from service” within the meaning of Section 409A for purposes of any
provision of this Agreement or other arrangement providing for the payment of any amounts or benefits subject to
Section 409A upon or following a “separation from service” within the meaning of Section 409A, and for
purposes of any such provision of this Agreement, references to a “resignation from employment,” “termination,”
“terminate,” “termination of employment” or like terms shall also refer to MacDonald’s “separation from service”
on the Date of Termination.
iii. Payments for Reimbursements, In-Kind Benefits. All reimbursements for costs and expenses under this
Agreement shall be paid in no event later than the end of the calendar year following the calendar year in which
MacDonald incurs such expense. With regard to any provision herein that provides for reimbursement of costs
and expenses or in-kind benefits, except as permitted by Section 409A, (A) the right to reimbursement or in-kind
benefits shall not be subject to liquidation or exchange for another benefit, and (B) the amount of expenses
eligible for reimbursements or in-kind benefits provided during any taxable year shall not affect the expenses
eligible for reimbursement or in-kind benefits to be provided in any other taxable year, provided, however, that
the foregoing clause (B) shall not be violated with regard to expenses reimbursed under any arrangement covered
by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the
arrangement is in effect.
iv. Installments as Separate Payment. If under this Agreement, an amount is paid in two or more installments, for
purposes of Section 409A, each installment shall be treated as a separate payment.
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Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by Morningstar® Document Research℠
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