Exhibit 10.2


 


EMPLOYEE STOCK OPTION AGREEMENT


 


THIS EMPLOYEE STOCK OPTION
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 options
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 Options.


 


(a)            Confirmation
of Grant. The Company hereby evidences and confirms, effective as of the Grant Date, its grant to the Participant of options (the
 “Options”) to purchase the number of shares of Common Stock specified on the Award Summary and which shall be subject
to the terms and conditions of the Plan and this Agreement. The Options are not intended to be incentive stock options under the Code.
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 The Award may be rescinded upon the action of the Company, in its sole discretion, if the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 Options 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.


 


(b)            Option
Price. Each share covered by an Option may be purchased for the price specified on the Award Summary and which shall be subject to
the terms and conditions of the Plan and this Agreement (the “Option Price”). The Option Price per share of Common
Stock is equal to the Fair Market Value of a share of Common Stock on the Grant Date.


 


2.             Vesting
and Exercisability.


 


(a)            Vesting
Generally. Except as otherwise provided in Sections 3 or 5 of this Agreement, the Options shall become vested as follows [l]
(each, a “Vesting Date”), subject to the continuous employment of the Participant with the Company or any Subsidiary
thereof through the applicable Vesting Date.


 


(b)           Exercise.
Once vested in accordance with the provisions of this Agreement, the Options may be exercised at any time and from time to time prior
to the date the Options terminate pursuant to Section 3. The Options may only be exercised with respect to whole shares of Common
Stock and must be exercised in accordance with Section 4.


 


3.             Termination
of Options.


 


(a)            Normal
Termination Date. Unless earlier terminated pursuant to Section 3(b) or Section 5, the Options shall terminate on the
tenth (10th) anniversary of the Grant Date (the “Normal Termination Date”), if not exercised prior to such
date.


 






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(b)           Termination
of Employment.


 


(i)            Treatment
of Unvested Options. Any unvested Options held by the Participant shall immediately be forfeited and canceled as of the date of termination
of Participant’s employment.


 


(ii)           Exercise
Deadline Following Termination. If the Participant’s employment is terminated other than by the Company or a Subsidiary for
Cause, or other than due to death or Disability, all vested Options shall remain outstanding and exercisable (except as provided in Section 5)
until the first to occur of: (A) the 90th day following the Participant’s termination, or, if later, the 90th day following
expiration of any blackout period in effect that is applicable to the Participant with respect to such Options (for the avoidance of doubt,
including any period during which the Form S-8 on file with respect to the Plan is not effective), and (B) the Normal Termination
Date.


 


(iii)          Death
or Disability. If the Participant’s employment with the Company terminates due to death or Disability, all vested Options held
by the Participant shall remain outstanding and exercisable (except as provided in Section 5) until the first to occur of: (A) the
first (1st) anniversary of the Participant’s termination of employment, or, if later, the first (1st) anniversary
of the expiration of any blackout period in effect that is applicable to the Participant with respect to such Options (for the avoidance
of doubt, including any period during which the Form S-8 on file with respect to the Plan is not effective), and (B) the Normal
Termination Date.


 


(iv)          Termination
for Cause. If the Participant’s employment terminates for Cause, all Options, whether vested or unvested, shall be immediately
forfeited and canceled, effective as of the date of the Participant’s termination.


 


4.             Manner
of Exercise; Forfeiture.


 


(a)            General.
The exercise of vested Options by the Participant shall be pursuant to procedures established by the Company from time to time and shall
include the Participant specifying the proposed date on which the Participant desires to exercise a vested Option (the “Exercise
Date”), the number of whole shares with respect to which the Options are being exercised (the “Exercise Shares”)
and the aggregate Option Price for such Exercise Shares (the “Exercise Price”), or such other or different requirements
as may be specified by the Company. Unless otherwise determined by the Committee, (i) on or before the Exercise Date the Participant
shall deliver to the Company full payment for the Exercise Shares in United States dollars in cash, or cash equivalents satisfactory to
the Company, in an amount equal to the Exercise Price plus (if applicable) any required withholding taxes or other similar taxes,
charges or fees, or, pursuant to a broker-assisted exercise program established by the Company, the Participant may exercise vested Options
by an exercise and sell procedure (cashless exercise) in which the Exercise Price (together with any required withholding taxes or other
similar taxes, charges or fees) is deducted from the proceeds of the exercise of an Option and (ii) the Company shall register the
issuance of the Exercise Shares on its records (or direct such issuance to be registered by the Company’s transfer agent). The Company
may require the Participant to furnish or execute such other documents as the Company shall deem necessary (i) to evidence such exercise
or (ii) to comply with or satisfy the requirements of the Securities Act of 1933, as amended, applicable state or non-U.S. securities
laws or any other law.


 


(b)           Restrictions
on Exercise. Notwithstanding any other provision of this Agreement, the Options may not be exercised in whole or in part, (i) unless
(A) all requisite approvals and consents of any governmental authority of any kind shall have been secured, (B) the purchase
of the Exercise Shares shall be exempt from registration under applicable U.S. federal and state securities laws, and applicable non-U.S.
securities laws, or the Exercise Shares shall have been registered under such laws, and (C) all applicable U.S. federal, state and
local and non-U.S. tax withholding requirements shall have been satisfied or (ii) if such exercise would result in a violation of
the terms or provisions of or a default or an event of default under, any of the financing or credit agreements of the Company or any
Subsidiary. The Company shall use its commercially reasonable efforts to obtain any consents or approvals referred to in clause (i)(A) of
the preceding sentence, but shall otherwise have No obligations to take any steps to prevent or remove any impediment to exercise described
in such sentence. For the avoidance of doubt, the Options may not be exercised any period during which the Form S-8 on file with
respect to the Plan is not effective.


 






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(c)            Issuance
of Shares. The shares of Common Stock issued upon exercise of the Options 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 certificate 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).


 


(d)           Other.
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: (i) the completion or amendment of any registration of
such shares or satisfaction of any exemption from registration under any securities law, rule, or regulation; (ii) compliance with
any requests for representations; and (iii) 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.


 


(e)            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 unexercised Options, whether vested or unvested, 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 Option/SAR Financial Gain
the Participant realized from exercising all or a portion of the Options 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(e) 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(e). The Participant’s obligations under this Section 4(e) 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.


 


(f)             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:


 


(i)            that
the Participant forfeit some or all of the Options subject to this Agreement held by the Participant at the time of such restatement;


 






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(ii)           that
the Participant forfeit (or pay to the Company) some or all of the shares of Common Stock or cash (net of the aggregate Option Price paid
therefore) held by the Participant at the time of such restatement that had been received in respect of the Options that have been exercised
during the three-year period prior to the date that the Company is required to prepare a financial restatement; and


 


(iii)          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 (net of the aggregate Option Price paid therefore) in respect any Options that had been exercised by the
Participant within the three-year period prior to date that the Company is required to prepare a the financial restatement.


 


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 4(f)(ii) and (iii), such three-year period shall be deemed extended (but not reduced) to the extent necessary
to be consistent with such rules and regulations.


 


5.             Change
in Control. Notwithstanding the foregoing, upon a Change in Control, any outstanding Options shall be treated in accordance with the
terms of Article IX of the Plan.


 


6.             Miscellaneous.


 


(a)            Withholding.
The Company or one of its Subsidiaries may require the Participant to remit to the Company an amount in cash sufficient to satisfy any
applicable U.S. federal, state and local and non-U.S. tax withholding or other similar charges or fees that may arise in connection with
the grant, vesting, exercise or purchase of the Options.


 


(b)            Authorization
to Share Personal Data. 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.


 


(c)            No
Rights as Stockholder; No Voting Rights. The Participant shall have No rights as a stockholder of the Company with respect to any
shares of Common Stock covered by the Options until the exercise of the Options and delivery of the Common Stock. Subject to Section 4.4
of the Plan, No adjustment shall be made for dividends or other rights for which the record date is prior to the delivery of the Common
Stock.


 


(d)            No
Right to Continued Employment. Nothing in this Agreement shall be deemed to confer on the Participant any right to continue in the
employ of the Company or any Subsidiary, or to interfere with or limit in any way the right of the Company or any Subsidiary to terminate
such employment at any time (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.


 


(e)            Non-Transferability
of Options. The Options may be exercised only by the Participant (or, if the Participant is Disabled and if necessary, the Participant’s
legally authorized guardian or personal representative) during Participant’s lifetime. The Options are not assignable or transferable,
in whole or in part, and they may not, directly or indirectly, be offered, transferred, sold, pledged, assigned, alienated, hypothecated
or otherwise disposed of or encumbered (including, but not limited to, by gift, operation of law or otherwise) other than by will or by
the laws of descent and distribution to the estate of the Participant upon the Participant’s death or with the Company’s consent.
The Company shall not be required to recognize on its books any action taken in contravention of these restrictions.


 






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(f)            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.


 


(g)           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.


 


(h)           Waiver;
Amendment.


 


(i)            Waiver.
Any party hereto or beneficiary hereof may by written notice to the other parties (A) extend the time for the performance of any
of the obligations or other actions of the other parties under this Agreement, (B) waive compliance with any of the conditions or
covenants of the other parties contained in this Agreement or (C) waive or modify performance of any of the obligations of the other
parties under this Agreement. Except as provided in the preceding sentence, No action taken pursuant to this Agreement, including, without
limitation, any investigation by or on behalf of any party or beneficiary, shall be deemed to constitute a waiver by the party or beneficiary
taking such action of compliance with any representations, warranties, covenants or agreements contained herein. The waiver by any party
hereto or beneficiary hereof of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any preceding
or succeeding breach and No failure by a party or beneficiary to exercise any right or privilege hereunder shall be deemed a waiver of
such party’s or beneficiary’s rights or privileges hereunder or shall be deemed a waiver of such party’s or beneficiary’s
rights to exercise the same at any subsequent time or times hereunder.


 


(ii)           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 Options 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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(i)            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.


 


(j)             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.


 


(k)            Limitation
on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By entering into this Agreement and accepting the Options
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 Options 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.


 


(l)             Consent
to Electronic Delivery. By entering into this Agreement and accepting the Options 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 Options via Company web site or other electronic
delivery.


 


(m)           Claw
Back or Compensation Recovery Policy. Without limiting any other provision of this Agreement, and to the extent applicable, the Options
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.


 


(n)           Company
Rights. The existence of the Options 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.


 


(o)           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.


 


(p)           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.


 






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(q)           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.


 


(r)            Section and
Other Headings, etc. 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.


 


(s)            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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