Hertz 2014 Annual Report Download - page 349

certificates shall be delivered to the Participant’s estate, executor, administrator, legally authorized guardian or personal representative
(as applicable).
(c) To the extent permitted by Section 409A of the Code, the grant of the Performance Stock Units and issuance of
shares of Common Stock upon settlement of the Performance Stock Units shall be subject to and in compliance with all applicable
requirements of federal, state or foreign law with respect to such securities. No shares of Common Stock may be issued hereunder if
the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or
regulations or the requirements of any stock exchange or market system upon which the Common Stock may then be listed. The
inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal
counsel to be necessary to the lawful issuance of any shares subject to the Performance Stock Units shall relieve the Company of any
liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained. To the extent
permitted by Section 409A of the Code, as a condition to the settlement of the Performance Stock Units, the Company may require the
Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or
regulation and to make any representation or warranty with respect thereto as may be requested by the Company.
(d) The Company shall not be required to issue fractional shares of Common Stock upon settlement of the Performance
Stock Units.
(e) To the extent permitted by Section 409A of the Code, the Company may postpone the issuance and delivery of any
shares of Common Stock provided for under this Agreement for so long as the Company determines to be necessary or advisable to
satisfy the following: (1) the completion or amendment of any registration of such shares or satisfaction of any exemption from
registration under any securities law, rule, or regulation; (2) compliance with any requests for representations; and (3) receipt of proof
satisfactory to the Company that a person seeking such shares on the Participant’s behalf upon the Participant’s Disability (if
necessary), or upon the Participant’s estate’s behalf after the death of the Participant, is appropriately authorized.
7. Participant’s Rights with Respect to the Performance Stock Units.
(a) Restrictions on Transferability. The Performance Stock Units granted hereby may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated other than with the consent of the Company or by will or by the laws of descent and
distribution to the estate of the Participant upon the Participant’s death; provided that any such permitted transferee shall acknowledge
and agree in writing, in a form reasonably acceptable to the Company, to be bound by the provisions of this Agreement and the Plan as
if such beneficiary or the estate were the Participant. Any attempt by the Participant, directly or indirectly, to offer, transfer, sell,
pledge, hypothecate or otherwise dispose of any Performance Stock Units or any interest therein or any rights relating thereto without
complying with the provisions of the Plan and this Agreement, including this Section 7(a), shall be void and of no effect. The
Company shall not be required to recognize on its books any action taken in contravention of these restrictions.
(b) No Rights as Stockholder. The Participant shall not have any rights as a stockholder of the Company with respect to
any shares of Common Stock corresponding to the Performance Stock Units granted hereby unless and until shares of Common Stock
are issued to the Participant in respect thereof.
8. Miscellaneous.
Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by Morningstar® Document Research℠
The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,
except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.