Hertz 2014 Annual Report Download - page 361

If to the Participant, to the Participant at his or her most recent address as shown on the books and records of the
Company or Subsidiary employing the Participant.
All such notices and communications shall be deemed to have been received on the date of delivery if delivered personally or
on the third business day after the mailing thereof.
(e) Amendment. This Agreement may be amended from time to time by the Committee in its discretion;
provided, however, that this Agreement may not be modified in a manner that would have a materially adverse effect on the
Restricted Stock Units as determined in the discretion of the Committee, except as provided in the Plan, or in any other written
document signed by the Participant and the Company. This Agreement may not be amended, modified or supplemented orally.
(f) Interpretation. The Committee shall have full power and discretion to construe and interpret the Plan (and any
rules and regulations issued thereunder) and this Award. Any determination or interpretation by the Committee under or pursuant
to the Plan or this Award shall be final and binding and conclusive on all persons affected hereby.
(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 Restricted 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 Restricted 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 Restricted 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.
Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by Morningstar® Document Research℠
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