Exhibit 10.29.1


 


AMENDMENT NO. 1 TO INDEMNIFICATION AGREEMENT


 


THIS AMENDMENT NO. 1 TO INDEMNIFICATION AGREEMENT
(this “Amendment”) is made effective as
of                 
by and between Hertz Global Holdings, Inc., a Delaware corporation (the “Company”),
and
                 
(“Indemnitee”).


 


WITNESSETH:


 


WHEREAS, the Company and
Indemnitee are a party to an Indemnity Agreement, dated as of
                       
(the “Agreement”), providing for the indemnification of Indemnitee by the
Company;


 


WHEREAS, in accordance with Section 8(c) of
the Agreement, the parties hereto wish to amend the Agreement; and


 


NOW THEREFORE, in
consideration of the premises and covenants contained in the Agreement and
herein, the Company and Indemnitee do hereby covenant and agree as follows:


 


1.                                       Section 3(d) of
the Agreement is hereby amended and restated to read in its entirety as
follows:


 


“(d)         Other Rights to
Indemnification.  The
indemnification and advancement of expenses (including attorneys’ fees) and
costs provided by this Agreement shall not be deemed exclusive of any other
rights to which Indemnitee may now or in the future be entitled the Company’s
certificate of incorporation or bylaws, any agreement, any vote of stockholders or
directors, the DGCL, any other applicable law or any liability insurance
policy; provided that (i) to the extent that Indemnitee is entitled
to be indemnified by the Company and by any shareholder of the Company or any
affiliate (other than the Company and its subsidiaries) of any such shareholder
or any insurer under a policy procured by any such shareholder or affiliate,
the obligations of the Company hereunder shall be primary and the obligations
of such shareholder, affiliate or insurer secondary, and (ii) the Company
shall not be entitled to contribution or indemnification from or subrogation
against such shareholder, affiliate or insurer.”


 


2.                                       Section 3(f) of
the Agreement is hereby amended and restated to read in its entirety as
follows:


 


“(f)          Subrogation.  Except as set forth
in Section 3(d)(ii) of this Agreement, in the event of payment under
this Agreement, the Company shall be subrogated to the extent of such payment
to all of the rights of recovery of Indemnitee, who shall execute such


 

















 


documents and do such acts
as the Company may reasonably request to secure such rights and to enable
the Company effectively to bring suit to enforce such rights.”


 


3.                                       Confirmation of
the Agreement.  Except as
set forth in this Amendment, the Agreement is hereby ratified and confirmed and
shall continue in full force and effect. 
On and after the date of this Amendment, each reference in the Agreement
to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import,
and each reference to the Agreement in any other agreements, documents or
instruments shall mean and be a reference to the Agreement as amended by this
Amendment.


 


4.                                       Governing Law.  This Amendment shall be governed by and
construed in accordance with the internal laws of the State of Delaware,
without regard to any conflict of laws provisions that would require the
application of the Law of any other jurisdiction.


 


5.                                       Counterparts.  This Amendment may be
executed in one or more counterparts, each of which shall for all purposes be
deemed to be an original but all of which together shall constitute one and the
same instrument.


 


2

















 


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


 


	
   

  	
  HERTZ GLOBAL HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INDEMNITEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Signature of Indemnitee)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Print Name of Indemnitee)