Exhibit 10.45.1


 


FORM OF AMENDMENT TO THE PERFORMANCE STOCK UNIT
AGREEMENT BETWEEN                          
AND HERTZ GLOBAL HOLDINGS, INC.,


DATED AS OF
                          
(the “PSU AGREEMENT”).


 


This AMENDMENT TO THE PSU AGREEMENT (this “Amendment”), dated as
of                           ,
20    , is entered into by                                       
(the “Participant”) and Hertz Global Holdings, Inc., a Delaware
corporation (the “Company”), and approved by the Board of Directors of
the Company.


 


W I T N E S S E T H


 


WHEREAS, the Participant and the Company are parties to the PSU Agreement;


 


WHEREAS, the Participant was
previously granted                   
Performance Stock Units (the “PSUs”) of the Company, each of which
represents the right to receive, without payment, one share of Common Stock
upon the occurrence of certain events, pursuant to the Hertz Global Holdings, Inc.
2008 Omnibus Incentive Plan, as amended, (the “Plan) and subject to the
terms and conditions set forth in the PSU Agreement;


 


WHEREAS, the Participant has
advised the Company that he wishes to transfer, without consideration,
ownership of the PSUs to                                                   ;


 


WHEREAS, the PSU Agreement
does not currently permit the transfer of ownership of the PSUs except upon the
Participant’s death; and


 


WHEREAS, the Compensation Committee of the Board of Directors of Hertz
Global Holdings, Inc. (the “Committee”), pursuant to Section 6.4(a) of
the Plan, has the authority to consent to the transfer of the PSUs.


 


NOW, THEREFORE, in consideration of the covenants and agreements
contained herein, the parties hereto agree as follows:


 


1.             Amendment to the
Restrictions on Transferability.


 


Section 7(a) of the PSU Agreement shall be amended so as to
read in its entirety (the additional language is printed in bold
and the deleted language is struck through):


 


(a)  Restrictions
on Transferability.  The Performance
Stock Units granted hereby may not be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated other than with the
consent of the Company or by will or by the laws of descent and
distribution to the estate of the Participant upon the Participant’s death;
provided that any such permitted transferee  the
deceased Participant’s beneficiary or representative of the Participant’s
estate shall acknowledge and agree in writing, in a form reasonably
acceptable to the Company, to be bound by the provisions of this Agreement and
the Plan as if such beneficiary or the estate were the Participant.  Any attempt by the Participant, 


 

















 


directly or indirectly,
to offer, transfer, sell, pledge, hypothecate or otherwise dispose of any
Performance Stock Units or any interest therein or any rights relating thereto
without complying with the provisions of the Plan and this Agreement, including
this Section 7(a), shall be void and of no effect.


 


2.             Except as modified
hereby, the PSU Agreement as in effect immediately prior to this amendment
shall remain in full force and effect. 
Capitalized terms used but not defined herein shall have the same
meaning as set forth in the PSU Agreement.


 


[signature page follows]


 


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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.


 


 


	
   

  	
  HERTZ GLOBAL HOLDINGS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  



 


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