Hertz 2014 Annual Report Download - page 345

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, and, if so, the 2015 Retained Award shall be settled as
provided in Section 3. The Restriction Period on the 2016 Retained Award shall lapse, if at all, as of the
later of the 2016 Certification Date and the date of termination, if the 2016 Performance Criteria is achieved
and, if so, the 2016 Retained Award shall be settled as provided in Section 3.
C) If the Participant’s employment is terminated due to death or Disability after the second anniversary of
the Grant Date and prior to the third 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”), (Y) the 2016 Tranche, but only to the extent that, as of the 2016 Certification
Date, the Committee determines that the 2016 Performance Criteria has been achieved (the “2016 Retained
Award”), and (Z) a portion of his or her Performance Stock Units equal to the 2017 Tranche multiplied by
a fraction, the numerator of which is the number of days that have elapsed from the second anniversary of
the Grant Date to the date of termination and the denominator of which is 365 (the “2017 Retained
Award”); provided that, if, as of the 2017 Certification Date, the Committee determines that the 2017
Performance Criteria has not been achieved, then the result of the foregoing calculation in (Z) 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, and, if so, the 2015 Retained
Award shall be settled as provided in Section 3. The Restriction Period on the 2016 Retained Award shall
lapse, if at all, as of the later of the 2016 Certification Date and the date of termination, and, if so, the 2016
Retained Award shall be settled as provided in Section 3. The Restriction Period on the 2017 Retained
Award shall lapse, if at all, as of the later of the 2017 Certification Date and the date of termination, if the
2017 Performance Criteria is achieved and, if so, the 2017 Retained Award shall be settled as provided in
Section 3.
(ii) Any Other Reason. If the Participant’s employment terminates (whether by the Participant or by the
Company or a Subsidiary) for any reason other than death or Disability, any outstanding Performance Stock Units shall
immediately be forfeited and canceled effective as of the date of the Participant’s termination.
(d) Change in Control.
(i) Subject to Section 2(d)(ii), in the event of a Change in Control, the Restriction Period applicable to any
outstanding Performance Stock Units subject to this
Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by Morningstar® Document Research℠
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