Exhibit 10.45


 


PERFORMANCE STOCK UNIT AGREEMENT


 


This PERFORMANCE
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 is set forth on the signature page hereof (the “Participant”).


 


1.  Grant of Performance Stock Units.  The Company hereby evidences and confirms its
grant to the Participant, effective as of the Grant Date, of the number of
performance stock units (the “Performance Stock Units”) set forth on the
signature page hereof.  This
Agreement is subordinate to, and the terms and conditions of the Performance
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 Performance Stock Units.


 


(a)  Except
as otherwise provided in this Section 2, the Restriction Period applicable
to the Performance Stock Units shall lapse, if at all, as follows:


 


(i)  As to 50% of the Performance Stock Units
subject to this Agreement, as of the Certification Date (as defined in Section 3(a)),
subject to (x) the continued employment of the Participant by the
Company or any Subsidiary thereof through the first anniversary of the Grant
Date, (y) the achievement of the performance goal (the “Goal”)
established by the Committee pursuant to the Plan for the Performance Stock
Units for the Performance Period and set forth on the signature page hereof
and (z) the Committee’s certification of the achievement of the
Goal in accordance with Section 3(a); and


 


(ii)  As to 50% of the Performance Stock Units
subject to this Agreement, as of the second anniversary of the Grant Date,
subject to (x) the Restriction Period having lapsed as to 50% of
the Performance Stock Units subject to this Agreement as provided in clause (i) and
(y) the continued employment of the Participant by the Company or
any Subsidiary thereof through the second anniversary of the Grant Date.


 


Performance
Stock Units that cease to be subject to a Restriction Period in accordance with
this Section 2(a) shall be settled as provided in Section 3.


 


(b)  If the
Committee certifies on the Certification Date that the Goal has not been
achieved, all Performance Stock Units subject to this Agreement shall
immediately be forfeited and canceled.


 

















 


(c)  Termination
of Employment.


 


(i)  Death or Disability.


 


A)   If
the Participant’s employment is terminated due to death or Disability on or
prior to the first anniversary of the Grant Date, the Participant or, as the
case may be, the Participant’s estate, shall retain a portion of his or her
Performance Stock Units equal to the aggregate number of Performance Stock
Units subject to this Agreement multiplied by a fraction, the numerator of
which is the number of days that have elapsed from the Grant Date to the date
of termination and the denominator of which is 730 (a “Retained Award”).  The remainder of the Performance Stock Units
shall be forfeited and canceled as of the date of the Participant’s
termination.  The Restriction Period on
the Retained Award shall lapse, if at all, as of the Certification Date if the
Goal is achieved and, if so, the Retained Award shall be settled as provided in
Section 3.


 


B)    If
the Participant’s employment is terminated due to death or Disability after the
first anniversary of the Grant Date, the Restriction Period shall lapse as to
50% of the aggregate Performance Stock Units subject to this Agreement multiplied
by a fraction, the numerator of which is the number of days that have elapsed
from the first anniversary of the Grant Date to the date of termination and the
denominator of which is 365; provided that, if, as of the Certification Date,
the Committee determines that the Goal has not been achieved, then the result
of the foregoing calculation shall be reduced to zero.  The Restriction Period shall lapse, if at
all, on the date of termination of employment, if such termination occurs after
the first anniversary of the Grant Date and after the Certification Date.  However, in the event that such termination
of employment occurs after the first anniversary of the Grant Date but prior to
the Certification Date, the determination of whether the Restriction Period
shall lapse shall be made as of the Certification Date and not as of the date
of termination and the Restriction Period shall lapse, if at all, on the
Certification Date.  Any Performance
Stock Units subject to this Agreement with respect to which the Restriction
Period does not lapse in accordance with this Section 2(c)(i)(B) shall
be immediately forfeited and canceled. 
Settlement of the Performance Stock Units with respect to which the
Restriction Period lapses shall be made as provided in Section 3.


 


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(ii)  Any Other Reason.  If the Participant’s employment terminates
(whether by the Participant or by the Company or a Subsidiary) for any reason
other than death or Disability, any outstanding Performance Stock Units shall
immediately be forfeited and canceled effective as of the date of the
Participant’s termination.


 


(d)  Change
in Control.


 


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


 


(ii)  Notwithstanding section 2(d)(i), no
cancellation, termination, lapse of Restriction Period or settlement or other
payment shall occur with respect to the Performance 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
Performance 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.


 


3.  Certification and Settlement of
Performance Stock Units.


 


(a)  Certification.  Not later than 30 days after the end of the
Performance Period, the Committee shall certify, in writing, whether or not the
Goal has been achieved.  The date on
which the Committee certifies whether or not the Goal has been achieved is
referred to herein as the “Certification Date”.


 


(b)  Settlement.  Subject to Section 9(g), not later than
30 days after the lapse of the Restriction Period, the Company shall issue to
the Participant one share of Common Stock underlying each Performance 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 all 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 Performance 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 Performance-Based
Financial Gain the Participant realized from the lapse of the Restriction
Period applicable to all or a portion of the Performance Stock Units having a
Vesting Date within the Wrongful Conduct Period.  By entering into this Agreement, the
Participant hereby consents to and authorizes the Company and the 


 


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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 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 Performance Units subject to this
Agreement at the time of such restatement,


 


(b)  that the
Participant forfeit some or all of the shares of Common Stock held by the
Participant at the time of such restatement that had been received in
settlement of Performance 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 Performance 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 Performance 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
Performance Stock Units.


 


(a)  Restrictions
on Transferability.  The Performance
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 


 


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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.


 


(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 Performance 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 Performance
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
Performance 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 Performance Stock Units are
subject to such section of the Code and shall preserve the status of the
Performance 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 required by law to be
withheld with respect thereto with respect to the Performance Stock 


 


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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 Performance Stock Units. 
The Company may defer payments of cash or 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 Performance 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 Performance 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
Performance 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 Performance 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 Performance 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.


 


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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:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Performance Stock

  	
   

  
	
   

  	
  Units granted hereby:

  	
   

  
	
   

  	
   

  
	
   

  	
  Performance Period:

  	
   

  
	
   

  	
   

  
	
  Goal: