Exhibit 10.4


 


Employee Stock Option Agreement


 


This Employee Stock Option
Agreement, dated as of                                 ,
between Hertz Global Holdings, Inc., a Delaware corporation, and the
Employee, is being entered into pursuant to the Hertz Global Holdings, Inc.
2008 Omnibus Incentive Plan (the “Plan”). 
The meaning of capitalized terms used in this Agreement may be found in Section 7.


 


WHEREAS, on           ,
                        
approved an award of Options to the Employee.


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual covenants contained herein, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:


 


Section 1.              Grant
of Options


 


(a)               Confirmation of Grant.  The Company hereby evidences and confirms,
effective as of the date hereof, its grant to the Employee of Options to
purchase the number of shares of Common Stock specified on the signature page hereof.  The Options are not intended to be incentive
stock options under the Code.  This
Agreement is entered into pursuant to, and the terms of the Options are subject
to, the terms of the Plan.  If there is
any inconsistency between this Agreement and the terms of the Plan, the terms
of the Plan shall govern.


 


(b)               Option Price.  Each share covered by an Option shall have
the Option Price specified on the signature page hereof.  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.


 


Section 2.              Vesting
and Exercisability


 


(a)               Except as otherwise provided in
Sections 2(b), 3, or 6(a) of this Agreement, the Options shall become
vested in four equal annual installments on each of the first through fourth
anniversaries of the Grant Date, subject to the continuous employment of the
Employee with the Company until the applicable vesting date.


 


(b)               Discretionary
Acceleration.  The Committee, in its
sole discretion, may accelerate the vesting or exercisability of all or a
portion of the Options, at any time and from time to time.


 


(c)               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 


 


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Options
may only be exercised with respect to whole shares of Common Stock and must be
exercised in accordance with Section 4.


 


Section 3.              Termination of Options


 


(a)               Normal
Termination Date.  Unless earlier
terminated pursuant to Section 3(b) or Section 6, the Options
shall terminate on the tenth anniversary of the Grant Date (the “Normal
Termination Date”), if not exercised prior to such date.


 


(b)               Termination
of Employment.


 


(i)            Special Termination.  If the Employee’s employment with
the Company terminates due to Special Termination, all unvested Options held by the Employee shall vest and all the Employee’s
Options shall remain outstanding until the first to occur of:  (a) the first anniversary of the Employee’s 
termination of employment, (b) the
Normal Termination Date or (c) the
cancellation or termination of the Options pursuant to Section 6(a), after which any
unexercised Options shall immediately terminate.


 


(ii)           Retirement.  If
the Employee’s employment with the Company terminates due to the Employee’s
Retirement, then (a) the unvested Options held by the Employee on
the date of his or her Retirement shall be immediately forfeited and canceled,
effective as of the date of the Employee’s Retirement; and (b) vested
Options held by the Employee on the date of his or her Retirement shall remain
outstanding and exercisable until the first to occur of: (x) the
90th day following the Employee’s Retirement, or, if later, the 90th day
following expiration of any blackout period in effect with respect to such
Options, (y) the Normal Termination Date or (z) the
cancellation or termination of the Options pursuant to Section 6(a), after
which any unexercised Options shall immediately terminate.


 


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


 


(iv)          Termination for Any Other Reason.  If the Employee’s employment with the Company
terminates for any reason other than Special Termination in accordance with Section 3(b)(i),
Cause in accordance with Section 3(b)(iii) or Retirement in
accordance with Section 3(b)(ii), any unvested 


 


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Options held by the Employee shall
immediately be forfeited and canceled as of the date of termination.  If the Employee’s employment with the Company
is terminated by the Company other than for Cause, vested Options shall remain
outstanding and exercisable until the first to occur of: (a) the
90th day following the Employee’s termination, or, if later, the 90th day
following expiration of any blackout period in effect with respect to such
Options, (b) the Normal Termination Date or (c) the
cancellation or termination of the Options pursuant to Section 6(a), after
which any unexercised Options shall immediately terminate.  If the Employee’s employment with the Company
is terminated by the Employee other than by reason of a Special Termination or
Retirement, all vested Options shall remain exercisable until the first to
occur of (a) the 30th day following the effective date of the
Employee’s termination of employment, or, if later, the 30th day following
expiration of any blackout period in effect with respect to such Options, (b) the
Normal Termination Date or (c) the cancellation or termination of
the Options pursuant to Section 6(a), after which any unexercised Options
shall immediately be forfeited and canceled.


 


Section 4.              Manner
of Exercise; Forfeiture


 


(a)               General.  Subject to such reasonable administrative
regulations as the Committee may adopt from time to time, the exercise of
vested Options by the Employee shall be pursuant to procedures established by
the Company from time to time and shall include the Employee specifying the
proposed date on which the Employee 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
Employee 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
Employee 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 Employee to furnish or execute such other documents as
the Company shall reasonably deem 


 


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necessary (i) to
evidence such exercise or (ii) to comply with or satisfy the
requirements of the Securities Act, 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) (A) unless
all requisite approvals and consents of any governmental authority of any kind
shall have been secured, (B) unless 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) unless
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.


 


(c)               Issuance of Shares.  The shares of Common Stock issued upon
exercise of the Options shall be registered in the Employee’s name, or, if
applicable, in the names of the Employee’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 Employee, or deliver shares electronically or in certificate form to the
Employee’s designated broker on the Employee’s behalf.  If the Employee is deceased (or if Disabled
and if necessary) at the time that a delivery of share certificates is to be
made, the certificates will be delivered to the Employee’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: (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 receipt of proof satisfactory to the Company that a person
seeking such shares on the Employee’s behalf upon the Employee’s Disability (if
necessary), or upon the Employee’s estate’s behalf after the death of the
Employee, is appropriately authorized.


 


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(e)               Wrongful Conduct.  Notwithstanding anything in the Plan or this
Agreement to the contrary, if, during the Covered Period, the Employee engages
in Wrongful Conduct, then any unexercised Options, whether vested or unvested,
shall automatically terminate and be canceled upon the date on which the
Employee first engaged in such Wrongful Conduct.  If the Employee engages in Wrongful Conduct
or if the Employee’s employment is terminated for Cause, the Employee shall pay
to the Company in cash any Option/SAR Financial Gain the Employee realized from
exercising all or a portion of the Options within the Wrongful Conduct
Period.  By entering into this Agreement,
the Employee hereby consents to and authorizes the Company and the Subsidiaries
to deduct from any amounts payable by such entities to the Employee any amounts
the Employee 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 Employee
for the Employee’s breach of this Section 4(e).  The Employee’s obligations under this Section 4(e) shall
be cumulative (but not duplicative) of any similar obligations the Employee 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 Employee 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 Employee forfeit some or all of the Options subject to this Agreement held
by the Employee at the time of such restatement;


 


(ii)           that the Employee forfeit (or pay to the Company) some or
all of the shares of Common Stock or cash held by the Employee at the time of
such restatement in respect of the Options that have been exercised during the
twelve-month period prior to the financial restatement (or such other period as
determined by the Committee), reduced by a number of shares with a Fair Market
Value equal to the aggregate exercise price paid by the Employee; and


 


(iii)          that the Employee pay to the Company
in cash all or a portion of the proceeds that the Employee realized from the
sale of shares of Common Stock subject to any Options that had been exercised
by the Employee within the period commencing twelve months prior to the
financial restatement 


 


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(or
such other period as determined by the Committee), reduced by an amount of cash
equal to the aggregate exercise price paid by the Employee.


 


Section 5.              Adjustment Event.  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 Options
and any other Awards granted under the Plan. Such mandatory adjustment may
include a change in any or all of (a) the number and kind of shares
of Common Stock which thereafter may be awarded or optioned and sold under the
Plan (including, but not limited to, adjusting any limits on the number and
types of Awards that may be made under the Plan), (b) the number and kind
of shares of Common Stock subject to outstanding Awards, and (c) the
grant, exercise or conversion price with respect to any Award. In addition, the
Committee may make provisions for a cash payment to the Employee or a person
who has an outstanding Award. The number of shares of Common Stock subject to
any Award shall be rounded to the nearest whole number. Any such adjustment
shall be consistent with sections 424, 409A and 162(m) of the Code to the
extent the Awards subject to adjustment are subject to such sections of the
Code.


 


Section 6.              Change
in Control


 


(a)               In General.  In the event of a Change in Control,
any unvested Options shall vest and become exercisable, provided that
the Committee (as constituted immediately prior to the Change in Control) may
determine that all then-outstanding Options (whether vested or unvested) shall
be canceled in exchange for a payment having a value equal to the excess, if
any, of (i) the product of the Change in Control Price multiplied
by the aggregate number of shares covered by all such Options immediately prior
to the Change in Control over (ii) the aggregate Option Price for
all such shares, to be paid as soon as reasonably practicable, but in no event
later than 30 days following the Change in Control.


 


(b)               Termination.  Notwithstanding Section 6(a), in the
event of a Change in Control, the Committee may, in its discretion, terminate
any outstanding Options if either (i) the Company provides holders
of such Options with reasonable advance notice to exercise their outstanding
and unexercised Options, or (ii) the Committee reasonably
determines that the Change in Control Price is equal to or less than the
exercise price for such Options.


 


(c)               Alternative Awards.  Notwithstanding Section 6(a), no
cancellation, termination, acceleration of exercisability or vesting, or
settlement or other payment shall occur with respect to the Options 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 Options
shall be honored or assumed or new rights substituted therefor by 


 


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an Alternative Award, in accordance
with the terms of Section 9.2 of the Plan.


 


Section 7.              Certain
Definitions.  As used in this
Agreement, capitalized terms that are not defined herein have the respective
meaning given in the Plan, and the following additional terms shall have the
following meanings:


 


“Agreement” means this Employee Stock Option
Agreement, as amended from time to time in accordance with the terms hereof.


 


“Company” means
Hertz Global Holdings, Inc., provided that for purposes of
determining the status of Employee’s employment with the “Company,” such term
shall include the Company and its Subsidiaries.


 


“Employee” means
the grantee of the Options, whose name is set forth on the signature page of
this Agreement; provided that for purposes of Section 4 and Section 8,
following such person’s death or following such person’s Disability, “Employee”
shall be deemed to include the person’s estate, executor,
administrator, legally authorized guardian or personal representative (as
applicable).


 


“Exercise Date” has the meaning given in Section 4(a).


 


“Exercise Price” has the meaning given in Section 4(a).


 


“Exercise Shares” has the meaning given in Section 4(a).


 


“Grant Date” means the date hereof, which is
the date on which the Options are granted to the Employee.


 


“Normal Termination Date” has the meaning
given in Section 3(a).


 


“Option Price” means, with respect to each
share of Common Stock covered by an Option, the purchase price specified in Section 1(b) for
which the Employee may purchase such share of Common Stock upon exercise of an
Option.


 


“Securities Act” means the United States
Securities Act of 1933, as amended, or any successor statute, and the rules and
regulations thereunder that are in effect at the time, and any reference to a
particular section thereof shall include a reference to the corresponding
section, if any, of such successor statute, and the rules and regulations.


 


“Special Termination” means a termination of
the Employee’s employment as a result of his or her death or Disability.


 


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Section 8.              Miscellaneous.


 


(a)               Withholding.  The Company or one of its Subsidiaries may
require the Employee 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 Employee
authorizes any Affiliate of the Company that employs the Employee or that
otherwise has or lawfully obtains personal data relating to the Employee 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 Employee 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.  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
Employee 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 (1) the failure of any Award to vest; (2) the
forfeiture of any unvested or vested portion of any Award; and/or (3) any
other adverse effect on the individual’s interests under the Plan).  Nothing in the Plan or this Agreement shall
confer on the Employee the right to receive any future Awards under the Plan.


 


(e)               Non-Transferability of Options.  The Options may be exercised only by the
Employee (or, if the Employee is Disabled and if necessary, the Employee’s
legally authorized guardian or personal representative) during Employee’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 Employee upon the Employee’s death or with
the Company’s consent.  The Company will
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 Employee, as
the case may be, at the following addresses or to such other address as the
Company or the Employee, as the case may be, shall specify by notice to the
other:


 


(i)            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


 


(ii)           if to the Employee, to the Employee at his or her most
recent address as shown on the books and records of the Company or Subsidiary
employing the Employee.


 


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 and (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 


 


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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 materially adverse effect on
the Options as determined in the discretion of the Committee, except as
provided in the Plan, or in any other written document signed by the Employee
and the Company.  This Agreement may not
be amended, modified or supplemented orally.


 


(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 Employee without the prior written consent of
the other party.


 


(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 Employee 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
participation in the Plan is voluntary; (d) 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 (e) 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 Employee hereby
consents to the delivery of information (including, without limitation, information
required to be delivered to the Employee pursuant to 


 


10

















 


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)              Compensation Recovery Policy.  Without limiting any other provision of this
Agreement, the Options granted hereunder shall be subject to the Compensation
Recovery Policy under the Company’s Standards of Business Conduct (as amended
from time to time, and including any successor or replacement policy or
standard) to the extent applicable.


 


(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 Employee 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 Employee’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.


 


(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.


 


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(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.


 


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IN WITNESS WHEREOF, the Company and the Employee have
executed this Agreement as of the date first above written.


 


	
   

  	
  HERTZ
  GLOBAL HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  EMPLOYEE:

  
	
   

  	
   

  	
   

  
	
   

  	
  «Name»

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


 


	
  Total Number of shares

  of Common Stock

  for the Purchase of

  Which Options have

  been Granted

  	
   

  	
  Option Price

  	
   

  
	
  «Options» Shares

  	
   

  	
  $

  	
   

  



 


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