Hertz 2014 Annual Report Download - page 365

Exhibit 10.6.2
AMENDMENT OF THE
HERTZ GLOBAL HOLDINGS, INC.
2008 OMNIBUS INCENTIVE PLAN
Pursuant to the provisions of Article X, the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan (the “Plan”), as amended and
restated effective as of March 4, 2010, is hereby further amended effective as May 12, 2014 (“Effective Date”) as follows.
1. The definition of “New Employer” in Section 2.1 is amended to read as follows:
“ “New Employer” means, as determined by the Committee in its sole discretion, a Participant’s employer immediately
following a Change in Control, the Company, any successor to the Company, or the entity resulting from a spin-off from the
Company, or the parent or a subsidiary of any such entities.”
2. The first sentence of Section 9.1(a) is amended to read as follows:
“Unless the Committee otherwise determines in the manner set forth in Section 9.2, or except as otherwise determined by the
Committee at or after the grant date, upon the occurrence of a Change in Control, (i) all Options and Stock Appreciation Rights shall
become immediately exercisable, (ii) the Restriction Period on all Restricted Stock, Restricted Stock Units and freestanding Deferred
Stock Units shall lapse immediately prior to such Change in Control and (iii) shares of Common Stock underlying Awards of
Restricted Stock Units and Deferred Stock Units shall be issued to each Participant then holding such Award immediately prior to such
Change in Control; provided, that, at the discretion of the Committee (as constituted immediately prior to the Change in Control), each
such Option, Stock Appreciation Right, Restricted Stock Unit and/or Deferred Stock Unit may be canceled in exchange for an amount
equal to the product of (A)(I) in the case of Options and Stock Appreciation Rights, the excess, if any, of the product of the Change in
Control Price over the exercise price for such Award, and (II) in the case of other such Awards, the Change in Control Price multiplied
by (B) the aggregate number of shares of Common Stock covered by such Award; provided, further, that where the Change in Control
does not constitute a “change in control event” as defined under section 409A of the Code, the shares to be issued, or the amount to be
paid, for each Award that constitutes deferred compensation subject to section 409A of the Code shall be paid at the time or schedule
applicable to such Awards (assuming for these payment purposes (but not the lapsing of the Restriction Period) that no such Change in
Control had occurred).”
3. Section 9.2(iv) is amended to read as follows:
“have, unless the Committee determines otherwise at or after the grant date, terms and conditions which provide that in the
event that the Participant suffers an involuntary termination without Cause within two years following the Change in Control, any
conditions on the Participant's rights under, or any restrictions on transfer or exercisability applicable to, each such Award held by such
Participant shall be waived or shall lapse, as the case may be; and”
4. The amendments provided herein shall apply only to awards granted on or after the Effective Date.
Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by Morningstar® Document Research℠
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