Hertz 2014 Annual Report Download - page 346

Agreement shall lapse immediately prior to such Change in Control and shall be settled as set forth in Section 3.
(ii) Notwithstanding Section 2(d)(i), no cancellation, termination, lapse of Restriction Period or settlement or
other payment shall occur with respect to the Performance Stock Units if the Committee (as constituted immediately prior to the
Change in Control) reasonably determines, in good faith, prior to the Change in Control that the Performance Stock Units shall
be honored or assumed or new rights substituted therefor by an Alternative Award, in accordance with the terms of Section 9.2
of the Plan.
(iii) For purposes of this Agreement, and notwithstanding anything in the Plan to the contrary, “Change in
Control” means the first occurrence of any of the following events after the Grant Date:
A) the acquisition by any person, entity or “group” (as defined in section 13(d) of the Exchange Act),
other than the Company, the Subsidiaries or any employee benefit plan of the Company or the Subsidiaries of
50% or more of the combined voting power of the Company’s then outstanding voting securities;
B) within any 24-month period, the Incumbent Directors shall cease to constitute at least a majority of the
Board or the board of directors of any successor to the Company; provided that any director elected to the
Board, or nominated for election, by a majority of the Incumbent Directors then still in office shall be deemed to
be an Incumbent Director for purposes of this clause (B);
C) the merger or consolidation of the Company as a result of which persons who were owners of the
voting securities of the Company, immediately prior to such merger or consolidation, do not, immediately
thereafter, own, directly or indirectly, more than 50% of the combined voting power entitled to vote generally in
the election of directors of the merged or consolidated company;
D) the approval by the Company’s shareholders of the liquidation or dissolution of the Company other
than a liquidation of the Company into any Subsidiary or a liquidation a result of which persons who were
stockholders of the Company immediately prior to such liquidation own, directly or indirectly, more than 50%
of the combined voting power entitled to vote generally in the election of directors of the entity that holds
substantially all of the assets of the Company following such event; or
E) the sale, transfer or other disposition of all or substantially all of the assets of the Company to one or
more persons or entities that are not, immediately prior to such sale, transfer or other disposition, affiliates of the
Company; provided, however, that any sale, transfer or disposition of assets in connection with the separation of
the car rental and equipment rental businesses of the Company shall not be deemed to constitute a Change in
Control.
Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by Morningstar® Document Research℠
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