Exhibit 10.46


 


RESTRICTED STOCK UNIT AGREEMENT


 


This RESTRICTED
STOCK UNIT AGREEMENT (the “Agreement”), dated as of the Grant Date set
forth on the signature page hereof, is entered into by and between Hertz
Global Holdings, Inc., a Delaware corporation (the “Company”), and
the Participant whose name appears on the signature page hereof (the “Participant”).


 


1.  Grant of Restricted Stock Units.  The Company hereby evidences and confirms its
grant to the Participant, effective as of the Grant Date, of the number of
restricted stock units (the “Restricted Stock Units”) set forth on the
signature page hereof.  This
Agreement is subordinate to, and the terms and conditions of the Restricted
Stock Units granted hereunder are subject to, the terms and conditions of the
Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan (the “Plan”),
which are incorporated by reference herein. 
If there is any inconsistency between the terms hereof and the terms of
the Plan, the terms of the Plan shall govern. 
Any capitalized terms used herein without definition shall have the
meanings set forth in the Plan.


 


2.  Vesting of Restricted Stock Units.


 


(a)  Vesting.  Except as otherwise provided in this Section 2,
the Restriction Period applicable to the Restricted Stock Units shall lapse, if
at all, in two equal installments of 50% each, on the first and second
anniversary of the Grant Date, subject to the continued employment of the
Participant by the Company or any Subsidiary thereof through each such
anniversary of the Grant Date.


 


(b)  Termination
of Employment.


 


(i)  Death or Disability.  If the Participant’s employment is terminated
due to death or Disability, the Restriction Period shall lapse immediately upon
such termination with respect to a portion of the Restricted Stock Units equal
to the number of Restricted Stock Units that would have vested on the next
anniversary of the Grant Date (assuming the Participant’s employment had
continued through such anniversary) multiplied by a fraction, the numerator of
which is the number of days elapsed since (x) the Grant Date, if
the termination occurs on or prior to the first anniversary of the Grant Date,
or (y) the first anniversary of the Grant Date, if the termination
occurs after the first anniversary of the Grant Date, and the denominator of
which is 365.  Such Restricted Stock
Units shall be settled as provided in Section 3.  Any Restricted Stock Units still subject to
restriction after giving effect to the preceding sentence shall immediately be
forfeited and canceled effective as of the date of the Participant’s
termination.


 


(ii)  Any Other Reason.  If the Participant’s employment terminates
(whether by the Participant or the Company or a Subsidiary) for any reason
other 


 

















 


than death or Disability, any outstanding Restricted
Stock Units shall immediately be forfeited and canceled effective as of the
date of the Participant’s termination.


 


(c)  Change
in Control.


 


(i)  In the event of a Change in Control, the
Restriction Period applicable to any outstanding Restricted Stock Units shall
lapse immediately prior to such Change in Control and shall settled as set
forth in Section 3.


 


(ii)  Notwithstanding section 2(c)(i), no
cancellation, termination, lapse of Restriction Period or settlement or other
payment shall occur with respect to the Restricted Stock Units if the Committee
(as constituted immediately prior to the Change in Control) reasonably
determines, in good faith, prior to the Change in Control that the Restricted
Stock Units shall be honored or assumed or new rights substituted therefor by
an Alternative Award, in accordance with the terms of Section 9.2 of the
Plan.


 


(d)  Committee
Discretion.  Notwithstanding anything
contained in this Agreement to the contrary, the Committee, in its sole
discretion, may accelerate the vesting with respect to any Restricted Stock
Units under this Agreement, at such times and upon such terms and conditions as
the Committee shall determine.


 


3.  Settlement of Restricted Stock Units.  Subject to Section 9(g), not later than
30 days after the lapse of the Restriction Period with respect to any
Restricted Stock Units, the Company shall issue to the Participant one share of
Common Stock underlying each Restricted Stock Unit as to which the Restriction
Period has lapsed.  Upon issuance, such
shares of Common Stock may be sold, transferred, pledged, assigned or otherwise
alienated or hypothecated in compliance with applicable law, this Agreement and
any other agreement to which such shares are subject.


 


4.  Forfeiture.  Notwithstanding anything in the Plan or this
Agreement to the contrary, if, during the Covered Period, the Participant
engages in Wrongful Conduct, then any Restricted Stock Units for which the
Restriction Period has not then lapsed shall automatically terminate and be
canceled upon the date on which the Participant first engaged in such Wrongful
Conduct.  If the Participant engages in
Wrongful Conduct or if the Participant’s employment is terminated for Cause,
the Participant shall pay to the Company in cash any Restriction-Based
Financial Gain the Participant realized from the lapse of the Restriction
Period applicable to all or a portion of the Restricted Stock Units with
respect to which the Restriction Period lapsed within the Wrongful Conduct
Period.  By entering into this Agreement,
the Participant hereby consents to and authorizes the Company and the
Subsidiaries to deduct from any amounts payable by such entities to the
Participant any amounts the Participant owes to the Company under this Section 4
to the extent permitted by law.  This
right of set-off is in addition to any other remedies the 


 


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Company may have against
the Participant for the Participant’s breach of this Section 4.  The Participant’s obligations under this Section 4
shall be cumulative (but not duplicative) of any similar obligations the
Participant has under the Plan, this Agreement or any other agreement with the
Company or any Subsidiary.


 


5.  Effect of Financial Restatements.  In the event that the Participant commits
misconduct or gross negligence (whether or not such misconduct or gross
negligence is deemed or could be deemed to be an event constituting Cause) and
as a result of, or in connection with, such misconduct or gross negligence the
Company restates any of its financial statements, then the Committee may
require any or all of the following:


 


(a)  that the
Participant forfeit some or all of the Restricted Stock Units subject to this
Agreement held by such Participant at the time of such restatement,


 


(b)  that the
Participant forfeit some or all of shares of Common Stock held by the
Participant at the time of such restatement that had been received in
settlement of Restricted Stock Units subject to this Agreement during the
twelve-month period (or such other period as determined by the Committee) prior
to the financial restatement, and


 


(c)  that the
Participant pay to the Company in cash all or a portion of the proceeds that
the Participant realized from the sale of shares of Common Stock that had been
received in settlement of any Restricted Stock Units subject to this Agreement
within the period commencing twelve months (or such other period as determined
by the Committee) prior to the financial restatement.


 


6.  Securities Law Compliance.  Notwithstanding any other provision of this
Agreement, the Participant may not sell the shares of Common Stock acquired
upon vesting of the Restricted Stock Units unless such shares are registered
under the Securities Act of 1933, as amended (the “Securities Act”), or, if
such shares are not then so registered, such sale would be exempt from the
registration requirements of the Securities Act.  The sale of such shares must also comply with
other applicable laws and regulations governing the Common Stock and Participant
may not sell the shares of Common Stock if the Company determines that such
sale would not be in material compliance with such laws and regulations.


 


7.  Participant’s Rights with Respect to the
Restricted Stock Units.


 


(a)  Restrictions
on Transferability.  The Restricted
Stock Units granted hereby may not be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated other than by will or by the laws of
descent and distribution to the estate of the Participant upon the Participant’s
death; provided that 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 


 


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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 Restricted 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.


 


(b)  No
Rights as Stockholder.  The
Participant shall not have any rights as a stockholder of the Company with
respect to any shares of Common Stock corresponding to the Restricted Stock
Units granted hereby unless and until shares of Common Stock are issued to the
Participant in respect thereof.


 


8.  Adjustment in Capitalization.  In the event of any Adjustment Event
affecting the Common Stock, the Committee shall make an equitable and
proportionate anti-dilution adjustment to offset any resultant change in the
pre-share price of the Common Stock and preserve the intrinsic value of any
Awards granted under the Plan.  Such
mandatory adjustment may include a change in any or all of the number and kind
of shares of Common Stock or other equity interests underlying the Restricted
Stock Units.  In addition, the Committee
may make provisions for a cash payment to a Participant or a person who has an
outstanding Award in such event.  The
number of shares of Common Stock or other equity interests underlying the
Restricted Stock Units shall be rounded to the nearest whole number.  Any such adjustment shall be consistent with
section 162(m) of the Code to the extent the Restricted Stock Units are
subject to such section of the Code and shall preserve the status of the
Restricted Stock Units as a “short-term deferral” under section 409A of the
Code.


 


9.  Miscellaneous.


 


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


 


(b)  Assignability.  Neither this Agreement nor any right, remedy,
obligation or liability arising hereunder or by reason hereof shall be
assignable by the Company or the Participant without the prior written consent
of the other party.


 


(c)  No
Right to Continued Employment. 
Nothing in the Plan or this Agreement shall interfere with or limit in
any way the right of the Company or any of its Subsidiaries to terminate the
Participant’s employment at any time, or confer upon the Participant any right
to continue in the employ of the Company or any of its Subsidiaries.  Nothing in the 


 


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Plan or this Agreement
shall confer on the Participant the right to receive any future Awards under
the Plan.


 


(d)  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 or the Participant,
as the case may be, at the following addresses or to such other address as the
Company or the Participant, as the case may be, shall specify by notice to the
other:


 


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


 


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 not be amended, modified
or supplemented orally, but only by a written instrument executed by the
Participant and the Company.


 


(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. 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 


 


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required by law to be
withheld with respect thereto 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. 
The Company may defer 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).


 


(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.


 


(i)  Limitation
on Rights; No Right to Future Grants; Extraordinary Item of Compensation.  By entering into this Agreement and accepting
the Restricted Stock Units evidenced hereby, the Participant acknowledges: (a) that
the Plan is discretionary in nature and may be suspended or terminated by the
Company at any time; (b) that the Award does not create any
contractual or other right to receive future grants of Awards; (c) that
participants in the Plan is voluntary; (d) that the value of the
Restricted Stock Units is not part of normal or expected compensation for
purposes of calculating any severance, resignation, redundancy, end of service
payments, bonuses, long-service awards, pension or retirement benefits or
similar payments; and (e) that the future value of the Stock is
unknown and cannot be predicted with certainty.


 


(j)  Employee
Data Privacy.  The Participant
authorizes any Affiliate of the Company that employs the Participant or that
otherwise has or lawfully obtains personal data relating to the Participant to
divulge or transfer such personal data to the Company or 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 Plan.


 


(k)  Consent
to Electronic Delivery.  By entering
into this Agreement and accepting the Restricted Stock Units evidenced hereby,
the Participant hereby consents to the delivery of information (including,
without limitation, information required to be delivered to the Participant
pursuant to applicable securities laws) regarding the Company and the
Subsidiaries, the Plan, this Agreement and the Restricted Stock Units via
Company web site or other electronic delivery.


 


(l)  Headings
and Captions.  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.


 


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(m)  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.


 


[signature page follows]


 


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IN WITNESS
WHEREOF, the Company and the Participant have executed this Agreement as of the
       day of
                                              
(the “Grant Date”).


 


	
   

  	
  HERTZ GLOBAL HOLDINGS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
  «Name»

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Restricted Stock Units

  	
   

  
	
   

  	
  granted hereby: