Exhibit 10.3


 


RESTRICTED
STOCK UNIT AGREEMENT


 


This
RESTRICTED 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 individual whose name is set forth on on the participant section of the
signature page hereof (the “Participant”).


 


1.  Grant 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
signature page hereof.  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
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 Restricted Stock Units.


 


(a) 
Vesting.  Except as otherwise
provided in this Section 2, the Restriction Period applicable to the
Restricted Stock Units shall lapse, if at all, on the dates (each a “Vesting
Date”) and in the percentages set forth on the signature page hereof,
subject to the continued employment of the Participant by the Company or any
Subsidiary thereof through each such Vesting Date.


 


(b) 
Termination of Employment.


 


(i)  Death or
Disability.  If the Participant’s
employment is terminated due to death or Disability, the Restriction Period
shall lapse immediately upon such termination with respect to a portion of the
Restricted Stock Units equal to the number of Restricted Stock Units that would
have vested on the next following Vesting Date (assuming the Participant’s
employment had continued through such Vesting Date) multiplied by a fraction,
the numerator of which is the number of days elapsed since (x) the
Grant Date, if the termination occurs prior to the first Vesting Date, or (y) the
most recent prior Vesting Date, if the termination occurs after the first
Vesting Date, and the denominator of which is 365.  Such Restricted Stock Units shall be settled
as provided in Section 3.  Any
Restricted Stock Units still subject to restriction after giving effect to the
preceding sentence shall immediately be forfeited and canceled effective as of
the date of the Participant’s termination.


 


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(ii)  Any Other
Reason.  If the Participant’s
employment terminates (whether by the Participant or the Company or a
Subsidiary) for any reason other than death or Disability, 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.


 


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


 


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


 


(d) 
Committee Discretion. 
Notwithstanding anything contained in this Agreement to the contrary,
the Committee, in its sole discretion, may accelerate the vesting with respect
to any Restricted Stock Units under this Agreement, at such times and upon such
terms and conditions as the Committee shall determine.


 


3.  Settlement of Restricted Stock Units.  Subject to Section 9(g), not later than
30 days after the lapse of the Restriction Period 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, or, if the Committee so determines in its sole discretion,
an amount in cash equal to the Fair Market Value of such shares of Common Stock
or any combination of shares of Common Stock and cash having an aggregate Fair
Market Value equal to such shares of Common Stock.  Upon issuance, such shares of Common Stock
may be sold, transferred, pledged, assigned or otherwise alienated or
hypothecated in compliance with 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.


 


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 Restricted 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 


 


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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 (but not duplicative) 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
shares of Common Stock held by the Participant at the time of such restatement
that had been received in settlement of Restricted Stock Units subject to this
Agreement during the twelve-month period prior to the financial restatement (or
such other period as determined by the Committee), 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 Restricted Stock Units subject to
this Agreement within the period commencing twelve months prior to the
financial restatement (or such other period as determined by the Committee).


 


6.  Issuance of Shares.


 


(a) 
Notwithstanding any other provision of this Agreement, the Participant may not
sell the shares of Common Stock acquired upon vesting of the Restricted 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 


 


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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.


 


(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 certificate form, the Company
may deliver a share certificate to the Participant, or deliver shares
electronically or in certificate form 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 will be
delivered to the Participant’s estate, executor, administrator, legally
authorized guardian or personal representative (as applicable).


 


(c) 
The grant of the Restricted Stock Units and issuance of shares of Common Stock
upon settlement of the Restricted Stock Units will 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.  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 will not be required to issue fractional shares of Common Stock
upon settlement of the Restricted Stock Units.


 


(e) 
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 Participant’s behalf upon the
Participant’s Disability (if 


 


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


 


(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.  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 Restricted
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
Restricted 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 Restricted Stock Units are
subject to such section of the Code and shall not result in adverse tax
consequences to the Participant 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 


 


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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 (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 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 be
amended from time to time by the Committee in its discretion; provided,
however, that this Agreement may not be modified 


 


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in a manner that
would have a materially adverse effect on the Restricted Stock Units as
determined in the discretion of the Committee, except as provided in the Plan,
or in any other written document signed by the Participant and the Company.  This Agreement may not be amended, modified
or supplemented orally.


 


(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 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.  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).


 


(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: (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 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 (e) that the future
value of the Common Stock is unknown and cannot be predicted with certainty.


 


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(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.


 


(l) 
Compensation Recovery Policy. 
Without limiting any other provision of this Agreement, the Restricted
Stock Units 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.


 


(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 


 


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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.


 


[signature page follows]


 


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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:

  	
   

  
				



 


 


	
  Restricted Stock Units
  granted hereby:

  	
   

  	
   

  



 


	
  Vesting
  Date

  	
   

  	
  Percentage Vesting

  on such Vesting Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


 


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