Hertz 2014 Annual Report Download - page 321

a committee thereof) with jurisdiction to order Employee to divulge, disclose or make accessible such information;
provided, that Employee shall, to the extent practicable, give the Company prior written notice of any such disclosure
and shall cooperate with the Company in obtaining a protective order or such similar protection as the Company may
deem appropriate to preserve the confidential nature of such information. For purposes of this Section 5, “Confidential
Information” shall mean any trade secret or other non-public information concerning the financial data, strategic
business plans, product development (or other proprietary product data), customer lists, marketing plans and other non-
public, proprietary and confidential information of the Company or its affiliates, that, in any case, is not otherwise
available to the public (other than by Employee’s breach of the terms hereof) or known to persons in the industry
generally.
d. Release. The Special Award Bonus (if any) payable upon Employee being terminated as noted in the second or third
paragraphs of Section 3 shall be subject to Employee (or if applicable, Employee’s estate) executing, delivering and not
timely revoking a general release of claims (in the form and manner to be provided by the Company) against the
Company and its affiliates within 60 days of such termination (the “Release Period”). Such release must be effective
and binding and non-revocable by the end of the Release Period, and such Special Award Bonus will not be provided
prior to the release being effective and binding and non-revocable. If the Release Period crosses over two calendar
years, such Special Award Bonus will be provided no earlier than January 1st of the second calendar year.
6. Change in Control Waiver. Employee agrees that notwithstanding any provision of any equity award previously granted to
Employee by the Company or its affiliates, including any provision under the Omnibus Plan or other applicable equity plan or
equity award agreement, or any provision of any employee benefit or retirement plan, program or arrangement of the Company
or its affiliates, including any non-qualified deferred compensation plan, that the Spinoff (as defined below) will not constitute a
“change of control” (or such other similar term) under such awards, plans, programs or arrangements, and that Employee
waives any rights or benefits that Employee would otherwise have if the Spinoff were to constitute a “change of control” (or
such other similar term) under such awards, plans, programs or arrangements. Nothing in this Section 6 shall affect any rights
or benefits that Employee would have due to a transaction other than the Spinoff that would constitute a “change of control” (or
such other similar term) under such awards, plans, programs or arrangements.
For purposes of this Agreement, “Spinoff” refers to the separation of the equipment rental business of Hertz Global Holdings,
Inc. (“HGH”), including Hertz Equipment Rental Corporation (“HERC”) and its subsidiaries, from the car rental business of
HGH, including the Company and its subsidiaries, which results in the two entities or their respective parent companies
becoming unaffiliated and independent, publicly traded companies.
7. Code Section 409A. It is intended that this Agreement (and any Special Award Bonus payable hereunder) will be exempt
from or in compliance with Internal Revenue Code Section 409A (“Section 409A”), and this Agreement (and any Special
Award Bonus payable hereunder) shall be interpreted and construed on a basis consistent with such intent. This Agreement
(and any Special Award Bonus payable hereunder) may be amended in any respect deemed necessary or desirable (including
retroactively) by the Company with the intent to preserve exemption from or compliance with Section 409A. The preceding
shall not be construed as a guarantee of any particular tax effect for payouts under this Agreement. Employee is solely
responsible and liable for the satisfaction of all taxes and penalties that may be imposed on such person in connection with this
Agreement (including any taxes
Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by Morningstar® Document Research℠
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