Hertz 2014 Annual Report Download - page 343

Exhibit 10.6.16
PERFORMANCE STOCK UNIT AGREEMENT
This PERFORMANCE STOCK UNIT AGREEMENT (this “Agreement”), dated as of the Grant Date set forth on the
signature page hereof, is entered into by and between Hertz Global Holdings, Inc., a Delaware corporation (the “Company”), and the
individual whose name is set forth on the participant section of the signature page hereof (the “Participant”).
1. Grant of Performance Stock Units. The Company hereby evidences and confirms its grant to the Participant, effective
as of the Grant Date, of the number of performance stock units (the “Performance Stock Units”) set forth on the signature page hereof
and which shall be subject to the adjustments as provided in this Agreement. This Agreement is subordinate to, and the terms and
conditions of the Performance Stock Units granted hereunder are subject to, the terms and conditions of the Hertz Global Holdings,
Inc. 2008 Omnibus Incentive Plan (the “Plan”), which are incorporated by reference herein. If there is any inconsistency between the
terms hereof and the terms of the Plan, the terms of the Plan shall govern. Any capitalized terms used herein without definition shall
have the meanings set forth in the Plan.
2. Vesting of Performance Stock Units.
(a) Generally. Except as otherwise provided in this Section 2, the Restriction Period applicable to the Performance Stock
Units shall lapse, if at all, as follows:
(i) As to 33⅓% of the Performance Stock Units subject to this Agreement (the “2015 Tranche”), as of the later
of the 2015 Certification Date (as defined in Section 3(a)(i)) and the third anniversary of the Grant Date, subject to (X) the
continued employment of the Participant by the Company or any Subsidiary thereof through the third anniversary of the Grant
Date, (Y) the achievement of the 2015 Performance Criteria established by the Committee for the 2015 Tranche for the 2015
Performance Period and set forth on Exhibit A hereof and (Z) the Committee’s certification of the achievement of the 2015
Performance Criteria in accordance with Section 3(a)(i);
(ii) As to 33⅓% of the Performance Stock Units subject to this Agreement (the “2016 Tranche”), as of the later
of the 2016 Certification Date (as defined in Section 3(a)(ii)) and the third anniversary of the Grant Date, subject to (X) the
continued employment of the Participant by the Company or any Subsidiary thereof through the third anniversary of the Grant
Date, (Y) the achievement of the 2016 Performance Criteria established by the Committee for the 2016 Tranche for the 2016
Performance Period and set forth on Exhibit A hereof and (Z) the Committee’s certification of the achievement of the 2016
Performance Criteria in accordance with Section 3(a)(ii); and
(iii) As to 33⅓% of the Performance Stock Units subject to this Agreement (the “2017 Tranche”), as of the later
of the 2017 Certification Date (as defined in Section 3(a)(iii)) and the third anniversary of the Grant Date, subject to (X) the
continued employment of the Participant by the Company or any Subsidiary thereof through the third anniversary of the Grant
Date, (Y) the achievement of the 2017 Performance Criteria established by the Committee for the 2017 Tranche for the 2017
Performance Period and set forth on Exhibit A hereof and (Z) the Committee’s certification of the achievement of the 2017
Performance Criteria in accordance with Section 3(a)(iii).
Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by Morningstar® Document Research℠
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