Hertz 2014 Annual Report Download - page 344

Performance Stock Units that cease to be subject to a Restriction Period in accordance with this Section 2(a) shall be settled as
provided in Section 3.
(b) Forfeiture Due to Performance Criteria Non-Achievement.
(i) If the Committee certifies on the 2015 Certification Date that the 2015 Performance Criteria has not been
achieved, the 2015 Tranche shall immediately be forfeited and canceled as of the 2015 Certification Date.
(ii) If the Committee certifies on the 2016 Certification Date that the 2016 Performance Criteria has not been
achieved, the 2016 Tranche shall immediately be forfeited and canceled as of the 2016 Certification Date.
(iii) If the Committee certifies on the 2017 Certification Date that the 2017 Performance Criteria has not been
achieved, the 2017 Tranche shall immediately be forfeited and canceled as of the 2017 Certification Date.
(c) Termination of Employment.
(i) Death or Disability.
A) If the Participant’s employment is terminated due to death or Disability prior to the first anniversary of
the Grant Date, the Participant or, as the case may be, the Participant’s estate, shall retain a portion of his or
her Performance Stock Units equal to the 2105 Tranche multiplied by a fraction, the numerator of which is
the number of days that have elapsed from the Grant Date to the date of termination and the denominator of
which is 365 (the “2015 Retained Award”); provided that, if, as of the 2015 Certification Date, the
Committee determines that the 2015 Performance Criteria has not been achieved, then the result of the
foregoing calculation shall be reduced to zero. The remainder of the Performance Stock Units shall be
forfeited and canceled as of the date of the Participant’s termination. The Restriction Period on the 2015
Retained Award shall lapse, if at all, as of the later of the 2015 Certification Date and the date of
termination, if the 2015 Performance Criteria is achieved and, if so, the 2015 Retained Award shall be
settled as provided in Section 3.
B) If the Participant’s employment is terminated due to death or Disability after the first anniversary of the
Grant Date and prior to the second anniversary of the Grant Date, the Participant or, as the case may be, the
Participant’s estate, shall retain (X) the 2015 Tranche, but only to the extent that, as of the 2015
Certification Date, the Committee determines that the 2015 Performance Criteria has been achieved (the
“2015 Retained Award”), and (Y) a portion of his or her Performance Stock Units equal to the 2016
Tranche multiplied by a fraction, the numerator of which is the number of days that have elapsed from the
first anniversary of the Grant Date to the date of termination and the denominator of which is 365 (the
“2016 Retained Award”); provided that, if, as of the 2016 Certification Date, the Committee determines
that the 2016 Performance Criteria has not been achieved, then the result of the foregoing calculation in (Y)
shall be reduced to zero. The
Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by Morningstar® Document Research℠
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