Hertz 2014 Annual Report Download - page 351

(g) Tax Withholding; Section 409A.
(i) The Company shall have the right and power to deduct from all amounts paid to the Participant in cash or
shares (whether under the Plan or otherwise) or to require the Participant to remit to the Company promptly upon notification of
the amount due, an amount (which may include shares of Common Stock) to satisfy the minimum federal, state or local or
foreign taxes or other obligations required by law to be withheld with respect to the Performance Stock Units. No shares of
Common Stock shall be issued unless and until arrangements satisfactory to the Committee shall have been made to satisfy the
statutory minimum withholding tax obligations applicable with respect to such Performance Stock Units. To the extent
permitted by Section 409A of the Code, the Company may defer payments of cash or issuance or delivery of Common Stock
until such requirements are satisfied. Without limiting the generality of the foregoing, the Participant may elect to tender shares
of Common Stock (including shares of Common Stock issuable in respect of the Performance Stock Units) to satisfy, in whole
or in part, the amount required to be withheld (provided that such amount shall not be in excess of the minimum amount
required to satisfy the statutory withholding tax obligations).
(ii) It is intended that the provisions of this Agreement comply with Section 409A of the Code, and all
provisions of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes
or penalties under Section 409A and any similar state or local law.
(h) Applicable Law. This Agreement shall be governed by and construed in accordance with the law of the State of
Delaware regardless of the application of rules of conflict of law that would apply the laws of any other jurisdiction.
(i) Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By entering into this
Agreement and accepting the Performance Stock Units evidenced hereby, the Participant acknowledges: (i) that the Plan is
discretionary in nature and may be suspended or terminated by the Company at any time; (ii) that the Award does not create any
contractual or other right to receive future grants of Awards; (iii) that participation in the Plan is voluntary; (iv) that the value of the
Performance Stock Units is not part of normal or expected compensation for purposes of calculating any severance, resignation,
redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; and (v) that
the future value of the Common Stock is unknown and cannot be predicted with certainty.
(j) Employee Data Privacy. The Participant authorizes any Affiliate of the Company that employs the Participant or that
otherwise has or lawfully obtains personal data relating to the Participant to divulge or transfer such personal data to the Company or to
a third party, in each case in any jurisdiction, if and to the extent appropriate in connection with this Agreement or the administration of
the Plan.
(k) Consent to Electronic Delivery. By entering into this Agreement and accepting the Performance Stock Units
evidenced hereby, the Participant hereby consents to the delivery of information (including, without limitation, information required to
be delivered to the Participant pursuant to applicable securities laws) regarding the Company and the Subsidiaries, the Plan, this
Agreement and the Performance Stock Units via Company web site or other electronic delivery.
(l) Claw Back or Compensation Recovery Policy. Without limiting any other provision of this Agreement, and to the
extent applicable, the Performance Stock Units granted
Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by Morningstar® Document Research℠
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