Hertz 2014 Annual Report Download - page 348

Company and the Subsidiaries to deduct from any amounts payable by such entities to the Participant any amounts the Participant
owes to the Company under this Section 4 to the extent permitted by law. This right of set-off is in addition to any other remedies the
Company may have against the Participant for the Participant’s breach of this Section 4. The Participant’s obligations under this
Section 4 shall be cumulative of any similar obligations the Participant has under the Plan, this Agreement, any Company policy,
standard or code (including, without limitation, the Company’s Standards of Business Conduct), or any other agreement with the
Company or any Subsidiary.
5. Effect of Financial Restatements. If the Company restates any of its financial statements, then the Committee may
require any or all of the following:
(a) that the Participant forfeit (or pay to the Company) some or all of the cash or the shares of Common Stock held by
the Participant at the time of such restatement that had been received within the three-year period prior to the date that the Company is
required to prepare a financial restatement in settlement of any Performance Stock Units subject to this Agreement to the extent that
such cash or shares would not have been paid had the applicable financial results been reported accurately, and
(b) that the Participant pay to the Company in cash all or a portion of the proceeds that the Participant realized from the
sale of shares of Common Stock that had been received within the three-year period prior to the date that the Company is required to
prepare a financial restatement in settlement of any Performance Stock Units subject to this Agreement to the extent that such shares
would not have been paid had the applicable financial results been reported accurately.
Notwithstanding the foregoing, in the event that the Committee determines that the rules and regulations implementing Section 954 of
the Dodd-Frank Wall Street Reform and Consumer Protection Act require a longer or different clawback time period than the three-
year period contemplated by Sections 5(a) and (b), such three-year period shall be deemed extended (but not reduced) to the extent
necessary to be consistent with such rules and regulations.
6. Issuance of Shares.
(a) Notwithstanding any other provision of this Agreement, the Participant may not sell the shares of Common Stock
acquired upon settlement of the Performance Stock Units unless such shares are registered under the Securities Act of 1933, as
amended (the “Securities Act”), or, if such shares are not then so registered, such sale would be exempt from the registration
requirements of the Securities Act. The sale of such shares must also comply with other applicable laws and regulations governing the
Common Stock and Participant may not sell the shares of Common Stock if the Company determines that such sale would not be in
material compliance with such laws and regulations.
(b) The shares of Common Stock issued in settlement of the Performance Stock Units shall be registered in the
Participant’s name, or, if applicable, in the names of the Participant’s heirs or estate. In the Company’s discretion, such shares may be
issued either in certificated form or in uncertificated, book entry form. The certificate or book entry account shall bear such restrictive
legends or restrictions as the Company, in its sole discretion, shall require. If delivered in certificated form, the Company may deliver a
share certificate to the Participant or to the Participant’s designated broker on the Participant’s behalf. If the Participant is deceased (or
if Disabled and if necessary) at the time that a delivery of share certificates is to be made, the
Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by Morningstar® Document Research℠
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