HTZ » Topics » Change in Control

This excerpt taken from the HTZ 10-Q filed Nov 7, 2008.

Section 6.              Change in Control

 

(a)               In General. In the event of a Change in Control, any unvested Options shall vest and become exercisable, provided that the Committee (as constituted immediately prior to the Change in Control) may determine that all then-outstanding Options (whether vested or unvested) shall be canceled in exchange for a payment having a value equal to the excess, if any, of (i) the product of the Change in Control Price multiplied by the aggregate number of shares covered by all such Options immediately prior to the Change in Control over (ii) the aggregate Option Price for all such shares, to be paid as soon as reasonably practicable, but in no event later than 30 days following the Change in Control.

 

(b)               Termination. Notwithstanding Section 6(a), in the event of a Change in Control, the Committee may, in its discretion, terminate any outstanding Options if either (i) the Company provides holders of such Options with reasonable advance notice to exercise their outstanding and unexercised Options, or (ii) the Committee reasonably determines that the

 



 

This excerpt taken from the HTZ 10-Q filed May 9, 2008.
Change of Control means:

 

(a)                               The Guarantor ceases to control directly or indirectly Hertz; or

 

(b)                              the Guarantor ceases to be controlled by Hertz Global Holdings, Inc.

 

For the purposes of this definition:

 

(x)                                 control of Hertz means:

 

(i)                                    the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

 

(1)                                cast, or control the casting of, more than 50% of the maximum number of votes that might be cast at a general meeting of Hertz; or

 

(2)                                appoint or remove all, or the majority, of the directors or other equivalent officers of Hertz; or

 

(3)                                give directions with respect to the operating and financial policies of Hertz with which the directors or other equivalent officers of Hertz are obliged to comply; and/or

 

(ii)                                 the holding beneficially of more than 50% of the issued share capital of Hertz (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital); and

 

(y)                                acting in concert means a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition of shares in Hertz (or any holding company of Hertz) by any of them, either directly or indirectly, to obtain or consolidate control of Hertz,

 

and controlled shall be construed accordingly.

 

This excerpt taken from the HTZ DEF 14A filed Apr 7, 2008.

Change in Control

        Upon a change in control of the Corporation, unless outstanding awards are honored, assumed or substituted with alternative awards that provide substantially similar terms, conditions and economic value to the substituted awards, all awards will immediately become exercisable and any restrictions related to the awards will lapse.

This excerpt taken from the HTZ 8-K filed Aug 16, 2007.

Section 5.              Change in Control

(a)   Vesting and Cancellation.  Except as otherwise provided in Section 5(b) or Section 5(c), in the event of a Change in Control, all then-outstanding Options (whether vested or unvested) shall be canceled in exchange for a payment having a value equal to the excess, if any, of (i) the product of the Change in Control Price multiplied by the aggregate number of shares covered by all such Options immediately prior to the Change in Control over (ii) the aggregate Option Price for all such shares, to be paid as soon as reasonably practicable, but in no event later than 30 days following the Change in Control.

(b)   Alternative Award.  Notwithstanding Section 5(a), no cancellation, termination, or settlement or other payment shall occur with respect to any Option if the Board reasonably determines prior to the Change in Control that the Employee shall receive an Alternative Award meeting the requirements of the Plan.

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(c)   Limitation of Benefits.  Unless otherwise provided in any other written agreement between the Employee and the Company or a Subsidiary, if, whether as a result of accelerated vesting, the grant of an Alternative Award or otherwise, the Employee would receive any payment, deemed payment or other benefit as a result of the operation of Section 5(a) or Section 5(b) that, together with any other payment, deemed payment or other benefit the Employee may receive under any other plan, program, policy or arrangement, would constitute an “excess parachute payment” under section 280G of the Code, then, notwithstanding anything in this Section 5 to the contrary, the payments, deemed payments or other benefits such Employee would otherwise receive under Section 5(a) or Section 5(b) shall be reduced to the extent necessary to eliminate any such excess parachute payment and such Employee shall have no further rights or claims with respect thereto.  If the preceding sentence would result in a reduction of the payments, deemed payments or other benefits the Employee would otherwise receive on an after-tax basis by more than 5%, the Company will use its commercially reasonable best efforts to seek the approval of the Company’s shareholders in the manner provided for in section 280G(b)(5) of the Code and the regulations thereunder with respect to such reduced payments or other benefits (if the Company is eligible to do so), so that such payments would not be treated as “parachute payments” for these purposes (and therefore would cease to be subject to reduction pursuant to this Section 5(c)).

Section 6.              Certain Definitions.  As used in this Agreement, capitalized terms that are not defined herein have the respective meaning given in the Plan, and the following additional terms shall have the following meanings:

Agreement” means this Employee Stock Option Agreement, as amended from time to time in accordance with the terms hereof.

Cause” shall have the meaning in the Plan, provided that, if the Employee has entered into an employment agreement with the Company that contains a definition of Cause, “Cause” shall have the meaning set forth in such agreement.

Code” means the United States Internal Revenue Code of 1986, as amended, and any successor thereto.

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Company” means Hertz Global Holdings, Inc., provided that for purposes of determining the status of Employee’s employment with the “Company,” such term shall include the Company and its Subsidiaries.

Covered Options” has the meaning given in Section 3(b).

Determination Date” means the effective date of the Employee’s termination of employment.

Employee” means the grantee of the Options, whose name is set forth on the signature page of this Agreement; provided that for purposes of Section 4 and Section 7, following such person’s death “Employee” shall be deemed to include such person’s beneficiary or estate and following such Person’s Disability, “Employee” shall be deemed to include such person’s legal representative.

Exercise Price” has the meaning given in Section 4(a).

Exercise Shares” has the meaning given in Section 4(a).

Grant Date” means the date hereof, which is the date on which the Options are granted to the Employee.

Normal Termination Date” has the meaning given in Section 3(a).

Option” means the right granted to the Employee hereunder to purchase one Common Share for a purchase price equal to the Option Price subject to the terms of this Agreement and the Plan.

Option Price” means, with respect to each Common Share covered by an Option, the purchase price specified in Section 1(b) for which the Employee may purchase such Common Share upon exercise of an Option.

Plan” means the Hertz Global Holdings, Inc. Stock Incentive Plan.

Securities Act” means the United States Securities Act of 1933, as amended, or any successor statute, and the rules and regulations thereunder that are in effect at the time, and any reference to a particular section thereof shall include a reference to the corresponding section, if any, of such successor statute, and the rules and regulations.

Special Termination” means a termination of the Employee’s employment as a result of his or her death or Disability.

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