Hertz 2014 Annual Report Download - page 358

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. In the event that the Participant commits misconduct, fraud or gross negligence
(whether or not such misconduct, fraud or gross negligence is deemed or could be deemed to be an event constituting Cause) and as a
result of, or in connection with, such misconduct, fraud or gross negligence, the Company restates any of its financial statements, then
the Committee may require any or all of the following:
(a) that the Participant forfeit some or all of the Restricted Stock Units subject to this Agreement held by the
Participant at the time of such restatement,
(b) 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 Restricted Stock Units subject to this Agreement, and
(c) 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 Restricted Stock Units subject to this Agreement.
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(b) and (c), 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 Restricted 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 Restricted 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
Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by Morningstar® Document Research℠
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