Hertz 2014 Annual Report Download - page 357

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.
Notwithstanding the foregoing, a “Change in Control” for purposes of this Agreement shall not be deemed to occur if
the Company files for bankruptcy, liquidation or reorganization under the United States Bankruptcy Code.
(d) Committee Discretion. Notwithstanding anything contained in this Agreement to the contrary, the
Committee, in its sole discretion, may accelerate the vesting with respect to any Restricted Stock Units under this Agreement, at
such times and upon such terms and conditions as the Committee shall determine; provided, however, the Committee shall not be
permitted to accelerate vesting of any Restricted Stock Units earlier than the first Vesting Date.
3. Settlement. Subject to the following sentence, not later than the 30th day following the date on which the lapse of the
Restriction Period occurs with respect to any Restricted Stock Units, the Company shall issue to the Participant one share of Common
Stock underlying each Restricted Stock Unit as to which the Restriction Period has lapsed. Notwithstanding the preceding sentence,
(a) if the Restriction Period applicable to any Restricted Stock Units lapses as a result of a Change in Control that does not qualify as a
“change in the ownership or effective control” of the Company or “in the ownership of a substantial portion of the assets” of the
Company within the meaning of Section 409A of the Code, then the Company shall not settle such Restricted Stock Units until the
30th day following the earlier of (i) the Participant’s termination of employment and (ii) the originally scheduled Vesting Date of such
Restricted Stock Units, and (b) no shares shall be issued in settlement of such Restricted Stock Units until the date on which the
Company has filed all required reports under Section 13 or 15(d) of the Exchange Act. For the avoidance of doubt, the preceding two
sentences are subject to Section 8(g) of this Agreement and Section 11.9 of the Plan. Upon issuance, such shares of Common Stock
may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated in compliance with all applicable law, this
Agreement and any other agreement to which such shares are subject. The Participant’s settlement rights pursuant to this Agreement
shall be no greater than the right of any unsecured general creditor of the Company.
4. Forfeiture. Notwithstanding anything in the Plan or this Agreement to the contrary, if, during the Covered Period, the
Participant engages in Wrongful Conduct, then any Restricted Stock Units for which the Restriction Period has not then lapsed shall
automatically terminate and be canceled effective as of the date on which the Participant first engaged in such Wrongful Conduct. If
the Participant engages in Wrongful Conduct or if the Participant’s employment is terminated for Cause, the Participant shall pay to the
Company in cash any Restriction-Based Financial Gain the Participant realized from the lapse of the Restriction Period applicable to all
or a portion of the Restricted Stock Units with respect to which the Restriction Period lapsed within the Wrongful Conduct Period. By
entering into this Agreement, the Participant hereby consents to and authorizes the 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
Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by Morningstar® Document Research℠
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