HTZ » Topics » Director Stock Option Agreement

This excerpt taken from the HTZ 10-K filed Feb 29, 2008.

Director Stock Option Agreement


This Director Stock Option Agreement, dated as of                              ,           , between Hertz Global Holdings, Inc., a Delaware corporation, and the Director whose name appears on the signature page hereof, is being entered into pursuant to the Hertz Global Holdings, Inc. Director Stock Incentive Plan.  The meaning of capitalized terms may be found in Section 6.


The Company and the Director hereby agree as follows:


Section 1.                                           Grant of Options


(a)                                                Confirmation of Grant.  The Company hereby evidences and confirms, effective as of the date hereof, its grant to the Director of Options to purchase the number of Common Shares specified on the signature page hereof.  The Options are not intended to be incentive stock options under the Code.  This Agreement is entered into pursuant to, and the terms of the Options are subject to, the terms of the Plan.  If there is any inconsistency between this Agreement and the terms of the Plan, the terms of the Plan shall govern.


(b)                      Option Price.  Each share covered by an Option shall have the Option Price specified on the signature page hereof.


Section 2.                                           Vesting and Exercisability


(a)                                                Options shall be fully vested as of the Grant Date.


(b)                                               Exercise.  Options may be exercised at any time and from time to time prior to the date such Options terminate pursuant to Section 3.  Options may only be exercised with respect to whole Common Shares and must be exercised in accordance with Section 4.


Section 3.                                           Termination of Options.  Unless earlier terminated pursuant to Section 5, the Options shall terminate on the tenth anniversary of the Grant Date (the “Normal Termination Date”), if not exercised prior to such date.


Section 4.                                           Manner of Exercise


(a)                                                General.  Subject to such reasonable administrative regulations as the Board may adopt from time to time, the Director may exercise vested Options by giving at least 10 business days prior written notice to the Secretary of the Company specifying the



proposed date on which the Director desires to exercise a vested Option (the “Exercise Date”), the number of whole shares with respect to which the Options are being exercised (the “Exercise Shares”) and the aggregate Option Price for such Exercise Shares (the “Exercise Price”).  Unless otherwise determined by the Board, (i) on or before the Exercise Date the Director shall deliver to the Company full payment for the Exercise Shares in United States dollars in cash, or cash equivalents satisfactory to the Company, in an amount equal to the Exercise Price plus any required withholding taxes or other similar taxes, charges or fees and (ii) the Company shall register the issuance of the Exercise Shares on its records (or direct such issuance to be registered by the Company’s transfer agent).  In lieu of tendering cash, the Grantee may tender shares of Common Stock that have been owned by the Grantee for at least six months and one day, having an aggregate Fair Market Value on the Exercise Date equal to the Exercise Price or may deliver a combination of cash and such shares of Common Stock having an aggregate Fair Market Value equal to the difference between the Exercise Price and the amount of such cash as payment of the Exercise Price, subject to such rules and regulations as may be adopted by the Compensation Committee to provide for the compliance of such payment procedure with applicable law, including Section 16(b) of the Exchange Act. The Company may require the Director to furnish or execute such other documents as the Company shall reasonably deem necessary (i) to evidence such exercise or (ii) to comply with or satisfy the requirements of the Securities Act, applicable state or non-U.S. securities laws or any other law.


Section 5.                                           Change in Control


(a)                                                Vesting and Cancellation.  Except as otherwise provided in this Section 5(a), in the event of a Change in Control, all then-outstanding Options 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




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