Hertz 2014 Annual Report Download - page 359

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 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 Restricted Stock Units and issuance of
shares of Common Stock upon settlement of the Restricted 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 Restricted 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 Restricted 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
Restricted 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 Restricted Stock Units.
(a) Restrictions on Transferability. The Restricted 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,
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.