Exhibit 10.3 


 


RESTRICTED STOCK UNIT AGREEMENT


 


THIS RESTRICTED STOCK UNIT
AGREEMENT (the “Agreement”) is entered into by and between Hertz Global Holdings, Inc., a Delaware corporation
(the “Company”), and the Participant (defined hereafter) pursuant to the Hertz Global Holdings, Inc. 2021 Omnibus
Incentive Plan, as amended from time to time (the “Plan”), in combination with a ___ Long Term Incentive Award Summary
(or applicable portion thereof) (the “Award Summary”). The Award Summary, which identifies the person to whom the restricted
stock units are granted (the “Participant”) and specifies the date of grant of this Award (the “Grant Date”)
and other details of this Award under the Plan, and the electronic acceptance of this Agreement, are incorporated herein by reference.


 


1.             Grant
and Acceptance 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 Award Summary
and which shall be subject to the terms and conditions of the Plan and this Agreement. The Participant must accept this Award within ninety
(90) days after notification that the Award is available for acceptance and in accordance with the instructions provided by the Company.
The Award may be rescinded upon the action of the Company, in its sole discretion, if the Award is not accepted within ninety (90) days
after notification is sent to the Participant indicating availability for acceptance.


 


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 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. If there is any inconsistency between the terms hereof and the terms of the Award Summary, the terms of this
Agreement 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)           Generally.
Except as otherwise provided in this Section 2, the Restricted Stock Units shall vest (and Restriction Period applicable to the Restricted
Stock Units shall lapse) as follows [l] (each, a “Vesting Date”), subject
to the continued employment of the Participant by the Company or any Subsidiary thereof through the applicable Vesting Date.


 


(b)           Termination
of Employment.


 


(i)             General.
If the Participant’s employment terminates (whether by the Participant or by the Company or a Subsidiary) for any reason (and except
as provided in Article IX of the Plan), then 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. Notwithstanding the foregoing, upon a Change in Control, any outstanding Restricted Stock Units shall be treated in accordance
with the terms of Article IX of the Plan.


 


3.             Settlement.
Subject to the following sentence, not later than the 30th day following the date on which the lapse of the Restriction Period
occurs 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. Notwithstanding the preceding sentence, if the Restriction Period
applicable to any Restricted Stock Units which constitutes “deferred compensation” subject to Code Section 409A lapses
as a result of a Change in Control that does not qualify as a “change in the ownership or effective control” of the Company
or “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the
Code, then the Company shall not settle such Restricted Stock Units until the 30th day following the earlier of (i) the
Participant’s termination of employment and (ii) the originally scheduled Vesting Date of such Restricted Stock Units. For
the avoidance of doubt, the preceding two sentences are subject to Section 8(g) of this Agreement and Section 11.9 of the
Plan. 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. The Participant’s settlement
rights pursuant to this Agreement shall be No greater than the right of any unsecured general creditor of the Company.


 






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4.             Forfeiture
for Competition. 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 effective as of 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 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 of any similar obligations
the Participant has under the Plan, this Agreement, any Company policy, standard or code (including, without limitation, the Company’s
Standards of Business Conduct), or any other agreement with the Company or any Subsidiary.


 


5.             Effect
of Financial Restatements. In the event that the Participant commits misconduct, fraud or gross negligence (whether or not such misconduct,
fraud 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, fraud 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 the Participant at the time of such
restatement,


 


(b)           that
the Participant forfeit (or pay to the Company) some or all of the cash or the shares of Common Stock held by the Participant at the time
of such restatement that had been received within the three-year period prior to the date that the Company is required to prepare a financial
restatement in settlement of Restricted Stock Units subject to this Agreement, 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 within the three-year period prior to the date that the Company is required to prepare a financial restatement
in settlement of any Restricted Stock Units subject to this Agreement.


 


Notwithstanding the foregoing, in the event that
the Committee determines that the rules and regulations implementing Section 954 of the Dodd-Frank Wall Street Reform and Consumer
Protection Act require a longer or different clawback time period than the three-year period contemplated by Sections 5(b) and (c),
such three-year period shall be deemed extended (but not reduced) to the extent necessary to be consistent with such rules and regulations.


 






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6.             Issuance
of Shares.


 


(a)           Notwithstanding
any other provision of this Agreement, the Participant may not sell or transfer the shares of Common Stock acquired upon settlement of
the Restricted Stock Units except in compliance with all applicable laws and regulations.


 


(b)           The
shares of Common Stock issued in settlement of the Restricted Stock Units shall be registered in the Participant’s name, or, if
applicable, in the names of the Participant’s heirs or estate. In the Company’s discretion, such shares may be issued either
in certificated form or in uncertificated, book entry form. The certificate or book entry account shall bear such restrictive legends
or restrictions as the Company, in its sole discretion, shall require. If delivered in certificated form, the Company may deliver a share
certificate to the Participant or to the Participant’s designated broker on the Participant’s behalf. If the Participant is
deceased (or if Disabled and if necessary) at the time that a delivery of share certificates is to be made, the certificates shall be
delivered to the Participant’s estate, executor, administrator, legally authorized guardian or personal representative (as applicable).


 


(c)           To
the extent permitted by Section 409A of the Code, the grant of the Restricted Stock Units and issuance of shares of Common Stock
upon settlement of the Restricted Stock Units shall be subject to and in compliance with all applicable requirements of federal, state
or foreign law with respect to such securities. No shares of Common Stock may be issued hereunder if the issuance of such shares would
constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of
any stock exchange or market system upon which the Common Stock may then be listed. The inability of the Company to obtain from any regulatory
body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of
any shares subject to the Restricted Stock Units shall relieve the Company of any liability in respect of the failure to issue such shares
as to which such requisite authority shall not have been obtained. To the extent permitted by Section 409A of the Code, as a condition
to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary
or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto
as may be requested by the Company.


 


(d)           The
Company shall not be required to issue fractional shares of Common Stock upon settlement of the Restricted Stock Units.


 


(e)           To
the extent permitted by Section 409A of the Code, the Company may postpone the issuance and delivery of any shares of Common Stock
provided for under this Agreement for so long as the Company determines to be necessary or advisable to satisfy the following: (1) the
completion or amendment of any registration of such shares or satisfaction of any exemption from registration under any securities law,
rule, or regulation; (2) compliance with any requests for representations; and (3) receipt of proof satisfactory to the Company
that a person seeking such shares on the Participant’s behalf upon the Participant’s Disability (if necessary), or upon the
Participant’s estate’s behalf after the death of the Participant, is appropriately authorized.


 


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 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 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 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. The Company shall not be required to
recognize on its books any action taken in contravention of these restrictions.


 






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(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.             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, for the avoidance of doubt, in the case of the Company,
subject to Section 4.4 and Article IX of the Plan.


 


(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 (regardless of whether such termination results in (i) the failure of any
Award to vest; (ii) the forfeiture of any unvested or vested portion of any Award; and/or (iii) any other adverse effect on
the individual’s interests under the Plan). Nothing in the 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.


8501 Williams Road


Estero, Florida 33928


Attention: General Counsel


Fax: (239) 301-6906


 


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 be amended from time to time by the Committee in its discretion; provided, however, that this Agreement
may not be modified in a manner that would have a material adverse effect on the Restricted Stock Units as determined in the discretion
of the Committee, except as provided in the Plan, or with the consent of the Participant. This Agreement may not be amended, modified
or supplemented orally.


 






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(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; Section 409A.


 


(i)             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 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. To the extent permitted by Section 409A of the Code, 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 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).


 


(ii)            It
is intended that the provisions of this Agreement comply with Section 409A of the Code to the extent applicable, and all provisions
of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under
Section 409A and any similar state or local law.


 


(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: (i) that the Plan is discretionary in nature and may be suspended or
terminated by the Company at any time; (ii) that the Award does not create any contractual or other right to receive future grants
of Awards; (iii) that participation in the Plan is voluntary; (iv) 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 (v) that the future value of the Common 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.


 






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(l)            Claw
Back or Compensation Recovery Policy. Without limiting any other provision of this Agreement, and to the extent applicable, the Restricted
Stock Units granted hereunder shall be subject to any claw back policy or compensation recovery policy or such other similar policy of
the Company in effect from time to time.


 


(m)          Company
Rights. The existence of the Restricted Stock Units does not affect in any way the right or power of the Company or its stockholders
to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure
or its business, including that of its Affiliates, or any merger or consolidation of the Company or any Affiliate, or any issue of bonds,
debentures, preferred or other stocks with preference ahead of or convertible into, or otherwise affecting the Common Stock or the rights
thereof, or the dissolution or liquidation of the Company or any Affiliate, or any sale or transfer of all or any part of the Company’s
or any Affiliate’s assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.


 


(n)           Severability.
If a court of competent jurisdiction determines that any portion of this Agreement is in violation of any statute or public policy, then
only the portions of this Agreement which violate such statute or public policy shall be stricken, and all portions of this Agreement
which do not violate any statute or public policy shall continue in full force and effect. Further, it is the parties’ intent that
any court order striking any portion of this Agreement should modify the terms as narrowly as possible to give as much effect as possible
to the intentions of the parties’ under this Agreement.


 


(o)           Further
Assurances. The Participant agrees to use his or her reasonable and diligent best efforts to proceed promptly with the transactions
contemplated herein, to fulfill the conditions precedent for the Participant’s benefit or to cause the same to be fulfilled and
to execute such further documents and other papers and perform such further acts as may be reasonably required or desirable to carry out
the provisions hereof and the transactions contemplated herein.


 


(p)           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.


 


(q)           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.


 


End of Document


 






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