Exhibit 10.2


 


Employee
Stock Subscription Agreement


 


This Employee Stock Subscription
Agreement, dated as of                 ,
2006 between Hertz Global Holdings, Inc., a Delaware corporation, and the
employee whose name appears on the signature page hereof, is being entered
into pursuant to the Hertz Global Holdings, Inc. Stock Incentive Plan. The
meaning of each capitalized term may be found in Section 10.


 


The Company and the Employee hereby
agree as follows:


 


Section 1.                                           Purchase and Sale of Common Shares


 


(a)                                              In General. Subject to all of the terms of this Agreement, at the Closing the
Employee shall purchase, and the Company shall sell, the aggregate number of
Common Shares set forth on the signature page hereof (the “Shares”),
at the purchase price set forth on the signature page hereof.


 


(b)                                             Condition to Sale. Notwithstanding anything in this Agreement to the contrary, the Company
shall have no obligation to sell any Common Shares to any person who is not an
employee of the Company or any of its Subsidiaries at the time that such Common
Shares are to be sold or who is a resident of a jurisdiction in which the sale
of Common Shares to him would constitute a violation of the securities, “blue
sky” or other laws of such jurisdiction.


 


Section 2.                                           The Closing


 


(a)                                              Time and Place. The Company shall determine the time and place of the closing of the
purchase and sale of the Shares (the “Closing”).


 


(b)                                             Delivery by the Employee. At the Closing, the Employee shall deliver to the
Company the aggregate purchase price for the Shares.


 


(c)                                              Delivery by the Company. At the Closing, the Company shall register the
Shares in the name of the Employee. Certificates relating to the Shares shall
be held by the Secretary of the Company or his designee on behalf of the
Employee.


 

















 


Section 3.                                           Employee’s Representations and Warranties


 


(a)                                              Access to Information, Etc. The Employee represents, warrants and covenants as
follows:


 


(i)    the Employee has carefully reviewed the Offering Memorandum, dated as of March 10,
2006, each of its exhibits, annexes and other attachments, each document
incorporated by reference into the Offering Memorandum, and the other materials
furnished to the Employee in connection with the offer and sale of the Shares
pursuant to this Agreement;


 


(ii)                                                 the Employee has had an adequate opportunity to
consider whether or not to purchase any of the Common Shares offered to the
Employee, and to discuss such purchase with the Employee’s legal, tax and
financial advisors;


 


(iii)                                              the Employee understands the terms and conditions
that apply to the Shares and the risks associated with an investment in the
Shares;


 


(iv)                                             the Employee has a good understanding of the English
language;


 


(v)                                                the Employee is, and will be at the Closing, an
officer or employee of the Company or one of its Subsidiaries; and


 


(vi)                                             the Employee is, and will be at the Closing, a
resident of the jurisdiction indicated as his or her address set forth on the
signature page of this Agreement.


 


(b)                                             Ability to Bear Risk. The Employee represents and warrants as follows:


 


(i)    the Employee understands that the rights of first refusal and other
transfer restrictions that apply to the Shares may effectively preclude
the transfer of any of the Shares prior to a Public Offering;


 


(ii)                                                 the financial situation of the Employee is such that
he or she can afford to bear the economic risk of holding the Shares for an
indefinite period;


 


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(iii)                                              the Employee can afford to suffer the complete loss
of his or her investment in the Shares; and


 


(iv)                                             the Employee understands that the Company’s
Financing Agreements may restrict the ability of the Company to repurchase
the Shares pursuant to Section 5 and that the Company and its Subsidiaries
may enter into or amend, refinance or enter into new Financing Agreements
without regard to the impact on the Company’s ability to repurchase the Shares.


 


(c)                                              Voluntary Purchase. The Employee represents and warrants that the Employee is purchasing the
Shares voluntarily.


 


(d)                                             No Right to Awards. The Employee acknowledges and agrees that the sale of the Shares and the
grant of any options that are awarded to the Employee in connection with the
purchase of the Shares (i) are being made on an exceptional basis and are
not intended to be renewed or repeated, (ii) are entirely voluntary on the
part of the Company and its Subsidiaries and (iii) should not be
construed as creating any obligation on the part of the Company or any of
its Subsidiaries to offer any securities in the future.


 


(e)                                              Investment Intention. The Employee represents and warrants that the
Employee is acquiring the Shares solely for his or her own account for
investment and not on behalf of any other person or with a view to, or for sale
in connection with, any distribution of the Shares.


 


(f)                                                Securities Law Matters. The Employee acknowledges and represents and
warrants that the Employee understands that:


 


(i)    the Shares have not been registered under the Securities Act or any state
or non-United States securities or “blue sky” laws;


 


(ii)                                                 it is not anticipated that there will be any public
market for the Shares;


 


(iii)                                              the Shares must be held indefinitely and the
Employee must continue to bear the economic risk of the investment in the
Shares unless the Shares are subsequently registered under applicable
securities and other laws or an exemption from registration is available;


 


(iv)                                             the Company is under no obligation to register the
Shares or to make an exemption from registration available; and


 


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(v)                                                a restrictive legend shall be placed on any
certificates representing the Shares that makes clear that the Shares are
subject to the restrictions on transferability set forth in this Agreement and
a notation shall be made in the appropriate records of the Company or any
transfer agent indicating that the Shares are subject to such restrictions.


 


(g)                                             Voting Proxy. By entering into this Agreement and purchasing the Shares, the Employee
hereby irrevocably grants to and appoints the Principal Investors collectively
(to act by unanimous consent) as such Employee’s proxy and attorney-in-fact
(with full power of substitution), for and in the name, place and stead of such
Employee, to vote or act by unanimous written consent with respect to such Employee’s
Shares. The Employee hereby affirms that the irrevocable proxy set forth in
this Section 3(g) will be valid until the consummation of a Public
Offering and is given to secure the performance of the obligations of such
Employee under this Agreement. The Employee hereby further affirms that the
proxy hereby granted shall be irrevocable and shall be deemed coupled with an
interest and shall extend for the term of this Agreement, or, if earlier, until
the last date permitted law. For the avoidance of doubt, except as expressly
contemplated by this Section 3(g), the Employee has not granted a proxy to
any Person to exercise the rights of such Employee under this Agreement or any
other agreement relating to the Shares to which such Employee is a party.


 


Section 4.                                           Restriction on Transfer of Shares


 


(a)                                              In General. Prior to the first to occur of a Public Offering and December 21,
2009, the Employee shall not Transfer any of the Shares other than (i) upon
the Employee’s death by will or by the laws of descent and distribution or (ii) repurchases
by the Company or the Initial Investors pursuant to Section 5 hereof or (iii) with
the Company’s consent. Shares may only be Transferred in a manner that
complies with all applicable securities laws and, if the Company so requests,
prior to any attempted Transfer the Employee shall provide to the Company at
the Employee’s expense such information relating to the compliance of such
proposed Transfer with the terms of this Agreement and applicable securities
laws as the Company shall reasonably request, which may include an opinion
in form and substance reasonably satisfactory to the Company of counsel
regarding such securities law or other matters as the Company shall request
(such counsel to be reasonably satisfactory to the Company).


 


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(b)                                             No Transfer That Would Result In Registration
Requirements. Prior to a Public
Offering, the Shares may not be Transferred if such Transfer would result
in the Company becoming subject to the reporting requirements of Section 13
or 15(d) of the Exchange Act (or other similar provision of non-U.S. law)
or would increase the risk that the Company would be subject to such reporting
requirements as determined by the Company in its sole and absolute discretion. Any
purported Transfer in violation of this Section 4(b) shall be void ab
initio.


 


Section 5.                                           Options Effective on Termination of Employment Prior
to a Public Offering


 


(a)                                              Rights of the Company and the Initial Investors. If the Employee’s employment with the Company
terminates for any reason prior to a Public Offering, the Company may elect
to purchase all or a portion of the Shares by written notice to the Employee
delivered on or before the 60th day after the Determination Date (the “First
Option Period”). The Initial Investors may elect to purchase all or
any portion of the Shares that the Company has not elected to purchase by
written notice to the Employee delivered at any time on or before the 80th day
after the Determination Date (the “Second Option Period”).


 


(b)                                             Limited Right of the Employee to Require the Company
to Repurchase Shares. If the
Employee’s employment with the Company is terminated by the Employee upon
Retirement or by reason of the Disability or death of the Employee or is
terminated by the Company without Cause (including in connection with a sale by
the Company of the division or Subsidiary directly employing the employee), the
Employee may require the Company to purchase all (but not less than all)
of an Employee’s Shares (excluding any Shares acquired on exercise of an
Option) by written notice delivered to the Company within 30 days following the
expiration of the Second Option Period.


 


(c)                                              Purchase Price. The purchase price per Share pursuant to this Section 5 shall equal
the Fair Market Value as of the later of (i) the effective date of the
Employee’s termination of employment and (ii) six months and one day from
the date of the Employee’s acquisition of the Shares pursuant to this Agreement
(such date, the “Determination Date”), provided that if the
Employee’s employment is terminated by the Company for Cause, the purchase
price per Share shall equal the lesser of (i) the Fair Market Value
of such Share as of the Determination Date and (ii) the price at which the
Employee purchased such Share from the Company pursuant to this Agreement.


 


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(d)                                             Closing of Purchase; Payment of Purchase Price. Subject to Section 5(f), the closing of a
purchase pursuant to this Section 5 shall take place at the principal
office of the Company no later than the 90th day following the
Determination Date (or, in the case of a purchase pursuant to Section 5(b),
no later than 10 business days following the Company’s receipt of written
notice from the Employee pursuant to Section 5(b)). At the closing, (i) the
Company or the Initial Investors, as the case may be, shall, subject to Section 5(e),
pay the Purchase Price to the Employee and (ii) if the Employee actually
holds any certificates or other instruments representing the Shares so
purchased, the Employee shall deliver to the Company such certificates or other
instruments, appropriately endorsed by the Employee or directing that the
shares be so transferred to the purchaser thereof, as the Company may reasonably
require.


 


(e)                                              Application of the Purchase Price to Certain Loans
or Other Obligations. The Company
and the Initial Investors shall be entitled to apply any amounts otherwise
payable pursuant to this Section 5 to discharge any indebtedness of the
Employee to the Company or any of its Subsidiaries or indebtedness that is
guaranteed by the Company or any of its Subsidiaries or to offset any such
amounts against any other obligations of the Employee to the Company or any of
its Subsidiaries.


 


(f)                                                Certain Restrictions on Repurchases; Delay of
Repurchase. Notwithstanding any
other provision of this Agreement, the Company shall not be permitted or
obligated to make any payment with respect to a repurchase of any Shares from
the Employee if (i) such repurchase (or the payment of a dividend by a
Subsidiary to the Company to fund such repurchase) would result in a violation
of the terms or provisions of, or result in a default or an event of default
under any guaranty, financing or security agreement or document entered
into by the Company or any Subsidiary from time to time (the “Financing
Agreements”), (ii) such repurchase would violate any of the terms or
provisions of the Certificate of Incorporation and By-laws of the Company or (iii) the
Company has no funds legally available to make such payment under the General
Corporation Law of the State of Delaware. If payment with respect to a
repurchase by the Company otherwise permitted or required under this Section 5
is prevented by the terms of the preceding sentence: (i) the payment of
the applicable Purchase Price shall be postponed and will take place at the
first opportunity thereafter when the Company has funds legally available to
make such payment and when such payment will not result in any default, event
of default or violation under any of the Financing Agreements or in a violation
of any term or provision of the Certificate of Incorporation or By-laws, (ii) such
repurchase obligation shall rank against


 


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other similar repurchase obligations with respect to Common Shares
according to priority in time of the effective date of the termination of
employment giving rise to such repurchase (provided that any repurchase
commitment arising from Disability or death shall have priority over any other
repurchase obligation) and (iii) the Purchase Price, except in the case of
a termination for Cause, shall be increased by an amount equal to interest on
such Purchase Price for the period during which payment is delayed at an annual
rate equal to the weighted average cost of the Company’s bank indebtedness
outstanding during the delay period.


 


(g)                                             Right to Retain Shares. If the options of the Company and the Initial
Investors to purchase the Shares pursuant to this Section 5 are not
exercised with respect to all of the Shares, the Employee shall be entitled to
retain the remaining Shares, although those Shares shall remain subject to all
of the other provisions of this Agreement.


 


(h)                                             Notice of Termination; Etc. Prior to a Public Offering, the Company shall give
prompt written notice to the Initial Investors of any termination of the
Employee’s employment with the Company and of the Company decision whether or
not to purchase Shares pursuant to Section 5(a).


 


(i)                                                 Public Offering. The provisions of this Section 5 shall terminate upon a Public
Offering, provided that such termination shall not affect the Company’s
repurchase right following a termination for Cause that was effective (or
deemed to be effective) prior to such Public Offering or any payment obligation
postponed pursuant to Section 5(f).


 


(j)                                                 Allocation of Purchase Rights. The Employee acknowledges and agrees that the
Initial Investors may allocate their purchase rights under this Section 5,
as among themselves, in such manner as they, in their sole discretion, may agree
from time to time.


 


Section 6.                                           “Tag-Along” Rights


 


(a)                                              Sale Notice. At least 30 days before any of the Investors (whether acting alone or
jointly with one or more of the other Investors) consummates any sale of more
than 50.01% of the Common Shares collectively owned by the Investors as of the
Effective Date to a Third-Party Buyer, the Company will deliver a written
notice (the “Sale Notice”) to the Employee. The Sale Notice will disclose
the material terms and conditions of the proposed sale or transfer, including
the number of Common Shares that the prospective transferee is willing to
purchase, the


 


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proposed purchase price per share and the intended consummation date of
such sale.


 


(b)                                             Right to Participate. The Employee may elect to participate in the
sale or other transfer described in the Sale Notice by giving written notice to
the applicable Investors and the Company within 15 days after the Company has
given the related Sale Notice to the Employee. If the Employee elects to
participate, the Employee will be entitled to sell in the contemplated
transaction, at the same price and on the same terms and conditions as set
forth in the Sale Notice, an amount of Shares equal to the product of (i) the
quotient determined by dividing (A) the percentage of the Company’s then
outstanding Common Shares represented by the Shares then held by the Employee
by (B) the aggregate percentage of the Company’s then outstanding Common
Shares represented by the Common Shares then held by the Investor(s)
participating in the sale or other transfer described in the Sale Notice and
all holders of Common Shares electing to participate in such sale and (ii) the
number of Common Shares the prospective transferee has agreed to purchase in
the contemplated transaction.


 


(c)                                              Certain Matters Relating to the Investors. The Company will use its commercially reasonable
best efforts to cause the Investors to conduct any sale that is within the
scope of this Section 6 in a manner consistent with this Section 6. If
the Company is not able to do so or fails to give the Sale Notice to the
Employee as prescribed in Section 6(a), the Employee’s sole remedy shall
be against the Company.


 


(d)                                             Expiration Upon a Public Offering. The provisions of this Section 6 shall
terminate upon the consummation of a Public Offering.


 


Section 7.                                           “Drag-Along” Rights


 


(a)                                              Drag-Along Notice. If any of the Investors (whether acting alone or jointly with one or
more of the other Investors) intends to sell or otherwise Transfer, or enter
into an agreement to sell or otherwise Transfer, for cash or other consideration,
more than 50.01% of the Common Shares collectively owned by the Investors as of
the Effective Date to a Third-Party Buyer and the applicable Investor(s) elects
to exercise its rights under this Section 7, the Company shall deliver
written notice (a “Drag-Along Notice”) to the Employee, which notice
shall state (i) that the Investor(s) wishes to exercise its rights under
this Section 7 with respect to such sale, (ii) the name and address
of the Third-Party Buyer, (iii) the per share amount and form of
consideration the applicable Investor(s) proposes to


 


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receive for its Common Shares, (iv) the material terms and conditions
of payment of such consideration and all other material terms and conditions of
such sale, and (v) the anticipated time and place of the closing of the
purchase and sale (a “Drag-Along Closing”).


 


(b)                                             Conditions to Drag-Along. Upon delivery of a Drag-Along Notice, the Employee
shall have the obligation to sell and transfer to the Third-Party Buyer at the
Drag-Along Closing the percentage of the Employee’s Shares equal to the percentage
of the Common Shares owned by the Investor(s) that are to be sold to the
Third-Party Buyer (the “Applicable Percentage”) on the same terms as the
applicable Investor(s), but only if such Investor(s) sells and transfers the
Applicable Percentage of the Investor’s Common Shares to the Third-Party Buyer
at the Drag-Along Closing.


 


(c)                                              Power of Attorney, Custodian, Etc. By entering into this Agreement and purchasing the
Shares, the Employee hereby appoints the applicable Investor(s) and any
Affiliates of such Investor(s) so designated by the Investor(s) the Employee’s
true and lawful attorney-in-fact and custodian, with full power of substitution
(the “Custodian”), and authorizes the Custodian to take such actions as
the Custodian may deem necessary or appropriate to effect the sale and
transfer of the Applicable Percentage of the Employee’s Shares to the
Third-Party Buyer, upon receipt of the purchase price therefor at the
Drag-Along Closing, free and clear of all security interests, liens, claims, encumbrances,
charges, options, restrictions on transfer, proxies and voting and other
agreements of whatever nature, and to take such other action as may be necessary
or appropriate in connection with such sale or transfer, including consenting
to any amendments, waivers, modifications or supplements to the terms of the
sale (provided that the applicable Investor also so consents, and, to
the extent applicable, sells and transfers the Applicable Percentage of its
Common Shares on the same terms as so amended, waived, modified or
supplemented) and instructs the Secretary of the Company (or other person
holding any certificates for the Shares) to deliver to the Custodian
certificates representing the Applicable Percentage of the Employee’s Shares,
together with all necessary duly-executed stock powers. If so requested by the
applicable Investor(s) or the Company, the Employee will confirm the preceding
sentence in writing in form and substance reasonably satisfactory to such
Investor promptly upon receipt of a Drag-Along Notice (and in any event no
later than 10 days after receipt of the Drag-Along Notice). Promptly after the
Drag-Along Closing, the Custodian shall give notice thereof to the Employee and
shall remit to the Employee the net proceeds of such sale (reduced by any
amount required to be held in escrow


 


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pursuant to the terms of the purchase and sale agreement and any other
expenses).


 


(d)                                             The Investors are Third-Party Beneficiaries;
Remedies. The Employee acknowledges
and agrees that any of the Investors that takes action pursuant to this Section 7
is an intended third-party beneficiary of this Section 7, as if such
Investor were a party to this Agreement directly. Following a breach or a
threatened breach by the Employee of the provisions of this Section 7, the
applicable Investor may obtain an injunction granting it specific
performance of the Employee’s obligations under this Section 7. Whether or
not the applicable Investor obtains such an injunction, and whether or not the
transaction with respect to which the Drag-Along Notice relates is consummated,
following such a breach or threatened breach by the Employee the Company shall
have the option to purchase any or all of the Employee’s Shares at a purchase
price per Share equal to the lesser of the price at which the Employee
purchased such Shares from the Company or the per share consideration payable
pursuant to the Drag-Along Offer. The preceding sentence shall not limit the
Company’s or the Investors’ rights to recover damages (or the amount thereof)
from the Employee.


 


(e)                                              Expiration on a Public Market. The provisions of this Section 7 shall
terminate and cease to have further effect upon the establishment of the Public
Market, provided that such termination shall not affect any right to
receive or seek damages or purchase Shares pursuant to Section 7(d).


 


Section 8.                                           Rights of First Refusal


 


(a)                                              Notice. At
any time prior to a Public Offering, in addition to the Transfer restrictions
set forth in Section 4 and except as otherwise expressly provided in this
Agreement, the Employee may not Transfer any Shares other than pursuant to
a Qualified Offer and if the Employee desires to accept a Qualified Offer, the
Employee shall first give at least 60 days’ prior written notice to the Company
and the Initial Investors:


 


(i)                                                    designating the number of Shares proposed to be
Transferred (the “Offered Shares”);


 


(ii)                                                 naming the prospective acquiror of such Shares; and


 


(iii)                                              specifying the price at (the “Offer Price”)
and terms upon which (the “Offer Terms”) the Employee desires to
Transfer such Shares.


 


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(b)                                             Right of the Company. During the 30-day period following the Company’s
receipt of the Employee’s notice pursuant to Section 8(a) (the “First
Refusal Period”), the Company shall have the right to purchase from the
Employee all or any portion of the Offered Shares, at the Offer Price and on
the Offer Terms, and any such purchase shall be settled at the time and in the
manner specified in Section 8(d) hereof. The Company shall use its
reasonable efforts to act as promptly as practicable following receipt of the
notice from the Employee to determine whether it shall elect to exercise such
right.


 


(c)                                              Right of the Initial Investors. If the Company determines within the First Refusal
Period that it does not wish to exercise its right to purchase all of the
Offered Shares, the Initial Investors shall have the right to purchase all or
any portion remaining of the Offered Shares specified in such notice, at the
Offer Price and on the Offer Terms, and any such purchase shall be settled at
the time and in the manner specified in Section 8(d) hereof. The
Initial Investors must determine whether to exercise such right during the
period beginning on the earlier of (x) the end of the First Refusal
Period and (y) the date of receipt by the Initial Investors of
written notice that the Company has elected not to exercise its rights under Section 8(b) and
ending 60 days after the Initial Investor’s receipt of the Employee’s notice
pursuant to Section 8(a) (the “Second Refusal Period”).


 


(d)                                             Manner of Exercise. The rights provided hereunder shall be exercised by written notice to
the Employee given at any time during the applicable period. If such right is
exercised, the Employee may not sell pursuant to the Qualified Offer any
of the Shares that the Company or the Initial Investors have elected to
purchase and the Company or the Initial Investors, as the case may be,
shall deliver to the Employee cash, check or other readily-available funds for
the Offer Price, against delivery of certificates or other instruments
representing the Shares so purchased, appropriately endorsed by the Employee,
and free and clear of all security interests, liens, claims, encumbrances,
charges, etc. Notwithstanding the foregoing, neither the Company nor the
Initial Investors, as the case may be, shall deliver any cash, check or
other readily-available funds for the Offer Price to the Employee prior to the
date which is six months and one day from the date of the Employee’s
acquisition of the Shares pursuant to this Agreement.


 


(e)                                              Additional Requirements for Sale. Subject to Section 4, if neither the Company
nor the Initial Investors shall have exercised its rights under this Section 8,
then the Employee may Transfer the Offered Shares to (but only to) the
intended purchaser named in his notice to the Company


 


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and the Initial Investors at the Offer Price and on the Offer Terms; provided
that:


 


(i)                 such Transfer must be consummated within 30 days
following the expiration of the Second Refusal Period; and


 


(ii)              the intended purchaser must first agree in writing
in form and substance satisfactory to the Company to make and be bound by
the representations and warranties set forth in Section 3(b), Section 3(e),
Section 3(f), Section 3(g) and to agree to and be bound by the
covenants and other restrictions set forth in this Agreement (including, but
not limited to, Section 4, Section 6, Section 7, Section 8,
Section 9 and Section 11) and such other covenants or restrictions as
the Company shall reasonably request (it being understood that the Employee and
any intended purchaser therefrom shall not have any of the benefits provided
for in Section 5).


 


Any purported Transfer in violation
of this Section 8 shall be void ab initio.


 


(f)                                                Allocation by Initial Investors. The Employee acknowledges and agrees that the
Initial Investors may allocate their rights to purchase any or all of the
Offered Shares within the Second Refusal Period, as among themselves, in such
manner as they, in their sole discretion, may agree from time to time.


 


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Section 9.                                           Holdback Agreements. If the Company files a registration statement
under the Securities Act with respect to an underwritten public offering of any
shares of its capital stock, the Employee shall not effect any public sale
(including a sale under Rule 144 under the Securities Act or other similar
provision of applicable law) or distribution of any Common Shares, other than
as part of such underwritten public offering, during the 20 days prior to
and the 180 days after the effective date of such registration statement (or
such other period as may be generally applicable to or agreed by the
Company’s senior-most executives) . If the Company files a prospectus in
connection with a takedown from a shelf registration statement, the Employee
shall not effect any public sale (including a sale under Rule 144 under
the Securities Act or other similar provision of applicable law) or
distribution of any Common Shares, other than as part of such offering,
for 20 days prior to and 90 days after the date the prospectus supplement is
filed with the Securities and Exchange Commission (or such other period as may be
generally applicable to or agreed by the Company’s senior-most executives).


 


Section 10.                                     Certain Definitions


 


(a)                                              As used in this Agreement, the following terms shall
have the meanings set forth below:


 


“Affiliate” has the meaning given in the
Stock Incentive Plan.


 


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


 


“Applicable Percentage” has the meaning given
in Section 7(b).


 


“Board” has the meaning given in the Stock
Incentive Plan.


 


“Carlyle Investors” means, collectively, (i) Carlyle
Partners IV, L.P., (ii) CEP II Participations S.àr.l., (iii) CP IV Co
investment, L.P., and (iv) CEP II U.S. Investments, L.P.


 


“Cause” has the meaning given in the Stock
Incentive Plan.


 


“CDR Investors” means, collectively, (i) Clayton,
Dubilier & Rice Fund VII, L.P., (ii) CDR CCMG Co-Investor L.P.,
and (iii) CD&R Parallel Fund VII, L.P.


 


“Closing” has the meaning given in Section 2(a).


 


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“Common Shares” means the common stock, par
value U.S. $.01 per share, of the Company.


 


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


 


“Custodian” has the meaning given in Section 7(c).


 


“Determination Date” has the meaning given in
Section 5(c).


 


“Disability” has the meaning given in the
Stock Incentive Plan.


 


“Drag-Along Closing” has the meaning given in
Section 7(a).


 


“Drag-Along Notice” has the meaning given in Section 7(a).


 


“Effective Date” has the meaning given in the
Stock Incentive Plan.


 


“Employee” means the purchaser of the Shares
whose name is set forth on the signature page of this Agreement; provided
that following such person’s death, the “Employee” shall be deemed to include
such person’s beneficiary or estate and following such person’s Disability, the
“Employee” shall be deemed to include any legal representative of such person.


 


“Exchange Act” means the
United States Securities Exchange Act of 1934, 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 any such successor
statute, and the rules and regulations thereunder.


 


“Fair Market Value” has the
meaning given in the Stock Incentive Plan.


 


“Financing Agreements” has the meaning given
in Section 5(f).


 


“First Option Period” has the meaning given
in Section 5(a).


 


“First Refusal Period” has the meaning given
in  Section 8(b).


 


“Initial Investors” means, collectively, the
Carlyle Investors, the CDR Investors and the Merrill Lynch Investors.


 


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“Investors”  has the meaning given in the Stock Incentive Plan.


 


“Merrill Lynch Investors” means,
collectively, (i) ML Global Private Equity Fund, L.P., (ii) Merrill
Lynch Ventures L.P. 2001, (iii) CMC-Hertz Partners, L.P., and (iv) ML
Hertz Co-Investor, L.P.


 


“Offer Price” has the meaning given in Section 8(a).


 


“Offer Terms” has the meaning given in Section 8(a).


 


“Offered Shares” has the meaning given in Section 8(a).


 


“Option” has the meaning given in the Stock
Incentive Plan.


 


“Person” means any natural person, firm,
partnership, limited liability company, association, corporation, company,
trust, business trust, governmental authority or other entity.


 


“Principal Investors” means, collectively, (i) Carlyle
Partners IV, L.P., (ii) Clayton, Dubilier & Rice Fund VII, L.P.,
and (iii) ML Global Private Equity Fund, L.P.


 


“Public Market” shall be deemed to have been
established at such time as 30% of the Common Shares (on a fully diluted basis)
has been sold to the public pursuant to an effective registration statement
under the Securities Act, pursuant to Rule 144 or pursuant to a public
offering outside the United States.


 


“Public Offering” has the meaning given in
the Stock Incentive Plan.


 


“Purchase Price” means the purchase price per
Share determined in accordance with Section 5(c).


 


“Qualified Offer” means an offer to purchase
Shares from a single purchaser and which must be in writing and for cash or other
immediately-available funds, be irrevocable by its terms for at least 60 days
and be a bona fide offer as determined in good faith by the Board or the
Compensation Committee thereof.


 


“Retirement” means the Employee’s retirement
from active service on or after the Employee reaches normal retirement age.


 


“Rule 144” means Rule 144 under the
Securities Act (or any successor provision thereto).


 


15

















 


“Sale Notice” has the meaning given in Section 6(a).


 


“Second Option Period” has the meaning given
in Section 5(a).


 


“Second Refusal Period” has the meaning given
in Section 8(c).


 


“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 any such successor statute, and the rules and
regulations thereunder.


 


“Shares” has the meaning given in Section 1(a),
and for purposes of Section 4, Section 5, Section 6, Section 7,
Section 8, and Section 9 it also includes Common Shares delivered as
dividends in respect of the Shares.


 


“Stockholders Agreement” means the Hertz
Global Holdings, Inc. Stockholders Agreement, dated as of December 21,
2005.


 


“Stock Incentive Plan” means the Hertz Global
Holdings, Inc. Stock Incentive Plan adopted by the Board, as amended from
time to time.


 


“Subsidiary” has the meaning given in the
Stock Incentive Plan.


 


“Third-Party Buyer” means any Person other
than (i) the Company or any of its Subsidiaries, (ii) any employee
benefit plan of the Company or any of its Subsidiaries, (iii) the Initial
Investors, (iv) any Affiliates of any of the foregoing, or (v) any
investment fund or vehicle, other than the Initial Investors, managed,
sponsored or advised by Clayton, Dubilier & Rice, Inc., TC Group
L.L.C. (which operates under the trade name The Carlyle Group) or Merrill Lynch
Global Partners, Inc.


 


“Transfer” means any sale, assignment,
transfer, pledge, encumbrance, or other direct or indirect disposition
(including a hedge or other derivative transaction).


 


“Unforeseen Personal Hardship” means
financial hardship arising from (i) extraordinary medical expenses or
other expenses directly related to illness or disability of the Employee, a
member of the Employee’s immediate family or one of the Employee’s parents or (ii) payments
necessary or required to prevent the eviction of the Employee from the Employee’s
principal residence or foreclosure on the mortgage on that residence.


 


16

















 


Section 11.                                     Miscellaneous


 


(a)                                              Authorization to Share Personal Data. The Employee authorizes any Affiliate of the
Company that employs the Employee or that otherwise has or lawfully obtains
personal data relating to the Employee to divulge or transfer such personal
data to the Company or a to a third party, in each case in any jurisdiction, if
and to the extent appropriate in connection with this Agreement or the
administration of the Stock Incentive Plan.


 


(b)                                             Unforeseen Personal Hardship. If the Employee, prior to a Public Offering and
still in the employment of the Company, experiences Unforeseen Personal
Hardship, the Board will carefully consider any request by the Employee that
the Company repurchase the Employee’s Shares at the Purchase Price, but the
Company shall have no obligation to do so.


 


(c)                                              Notices.
All notices and other communications required or permitted to be given under
this Agreement shall be in writing and shall be deemed to have been given if
delivered personally or sent by certified or express mail, return receipt
requested, postage prepaid, or by any recognized international equivalent of
such delivery, to the Company, any of the Investors or the Employee, as the
case may be, at the following addresses or to such other address as the
Company, the Investors or the Employee, as the case may be, shall specify
by notice to the others:


 


(i)    if to the Company, to it at:


 


Hertz Global Holdings, Inc.

c/o The Hertz Corporation

225 Brae Boulevard

Park Ridge, New Jersey  07656

Attention: General Counsel

Fax: (201) 594-3122


 


with copies (which shall not constitute notice) to
the Persons listed in clause (iv) below).


 


(ii)                                                 if to the Employee, to the Employee at his or her
most recent address as shown on the books and records of the Company or
Subsidiary employing the Employee.


 


17

















 


(iii)                                              if to any Investor, to the Persons listed in clause (iv) below:


 


(iv)                                             Copies of any notice or other communication given
under this Agreement shall also be given to:


 


The Carlyle Group

1001 Pennsylvania Avenue, NW

Suite 220 South

Washington DC 20004-2505

Attention:  Mr. Gregory S. Ledford

Fax:  (202) 347-1818


 


and


 


Clayton, Dubilier & Rice, Inc.

375 Park Avenue, 18th Floor

New York, New York 10152

Attention:  David Wasserman

Fax: (212) 893-7061


 


and


 


Merrill Lynch Global Private Equity

4 World Financial Center, 23rd Floor

New York, NY 10080

Attention:  Mr. George A. Bitar &

                                                            Mr. Robert F. End

Fax:  (212) 449-1119


 


and


 


Debevoise & Plimpton LLP

919 Third Avenue 

New York, New York 10022

Attention:  John M. Allen

Fax:  (212) 909-6836


 


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.


 


(d)                                             Binding Effect; Benefits. This Agreement shall be binding upon and inure to
the benefit of the parties to this Agreement and their respective


 


18

















 


successors and assigns. Except as otherwise provided herein with respect
to the Investors, nothing in this Agreement, express or implied, is intended or
shall be construed to give any person other than the parties to this Agreement
or their respective successors or assigns any legal or equitable right, remedy
or claim under or in respect of any agreement or any provision contained
herein.


 


(e)                                              Waiver; Amendment.


 


(i)    Waiver. Any party hereto may by
written notice to the other parties (A) extend the time for the
performance of any of the obligations or other actions of the other parties
under this Agreement, (B) waive compliance with any of the conditions or
covenants of the other parties contained in this Agreement, and (C) waive
or modify performance of any of the obligations of the other parties under this
Agreement, provided that any waiver of the provisions of Section 4
through and including Section 9 or this Section 11(e) must be
consented to in writing by the Principal Investors. Except as provided in the
preceding sentence, no action taken pursuant to this Agreement, including, but
not limited to, any investigation by or on behalf of any party, shall be deemed
to constitute a waiver by the party taking such action of compliance with any
representations, warranties, covenants or agreements contained herein. The
waiver by any party hereto of a breach of any provision of this Agreement shall
not operate or be construed as a waiver of any preceding or succeeding breach
and no failure by a party to exercise any right or privilege hereunder shall be
deemed a waiver of such party’s rights or privileges hereunder or shall be
deemed a waiver of such party’s rights to exercise the same at any subsequent
time or times hereunder.


 


(ii)                                                 Amendment. This Agreement may be amended, modified or supplemented only by a
written instrument executed by the Employee and the Company, provided
that the provisions of Section 4 through Section 9 and this Section 11
may be amended by vote of a majority (by number of Common Shares) of the
Employees who hold Common Shares purchased pursuant to a stock subscription
agreement having comparable provisions; provided, further, that any
amendment adversely affecting the rights of the Investors hereunder must be
consented to by the Principal Investors.


 


(f)                                                Assignability. Neither this Agreement nor any right, remedy, obligation or liability
arising hereunder or by reason hereof shall be


 


19

















 


assignable by the Company or the Employee without the prior written
consent of the other parties, provided that any Investor may assign
from time to time all or any portion of its rights under this Agreement, to one
or more persons or other entities designated by it.


 


(g)                                             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.


 


(h)                                             Waiver of Jury Trial. Each party hereby waives, to the fullest extent
permitted by applicable law, any right it may have to a trial by jury in
respect of any suit, action or proceeding arising out of this Agreement or any
transaction contemplated hereby. Each party (i) certifies that no
representative, agent or attorney of any other party has represented, expressly
or otherwise, that such other party would not, in the event of litigation, seek
to enforce the foregoing waiver and (ii) acknowledges that it and the
other parties have been induced to enter into the Agreement by, among other
things, the mutual waivers and certifications in this Section 11(h).


 


(i)                                                 Section and Other Headings, etc. The section and other headings contained in
this Agreement are for reference purposes only and shall not affect the meaning
or interpretation of this Agreement.


 


(j)                                                 Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original and all of which together shall
constitute one and the same instrument.


 


20

















 


IN WITNESS WHEREOF, the Company and
the Employee have executed this Agreement as of the date first above written.


 


	
   

  	
  HERTZ GLOBAL HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  THE EMPLOYEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  «Name»

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  as Attorney-in-Fact

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  
	
   

  	
  Address of the Employee:

  
	
   

  	
   

  	
   

  
	
   

  	
  «Address»

  
	
   

  	
   

  	
   

  
	
  Total Number of

  	
   

  	
   

  
	
  Common Shares

  	
   

  	
   

  
	
  to be Purchased:

  	
  «Shares»

  
	
   

  	
   

  	
   

  
	
  Per Share Price

  	
  $«Per
  Share Price»

  
	
   

  	
   

  	
   

  
	
  Total Purchase

  	
   

  	
   

  
	
  Price:

  	
  $«Share_Amount»

  



 


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