Exhibit 10.2


 


PERFORMANCE
STOCK UNIT AGREEMENT


 


This
PERFORMANCE 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 the participant section of the
signature page hereof (the “Participant”).


 


1.  Grant of Performance Stock Units.  The Company hereby evidences and confirms its
grant to the Participant, effective as of the Grant Date, of the number of
performance stock units (the “Performance Stock Units”) set forth on the
signature page hereof and which shall be subject to the adjustments as
provided in this Agreement.  This
Agreement is subordinate to, and the terms and conditions of the Performance
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 Performance Stock Units.


 


(a) 
Except as otherwise provided in this Section 2, the Restriction Period
applicable to the Performance Stock Units shall lapse, if at all, as follows:


 


(i)  As to 25% of
the Performance Stock Units subject to this Agreement, as of the Certification
Date (as defined in Section 3(a)), subject to (x) the
continued employment of the Participant by the Company or any Subsidiary
thereof through the first anniversary of the Grant Date, (y) the
achievement of the performance criteria (the “Criteria”) established by
the Committee pursuant to the Plan for the Performance Stock Units for the
Performance Period and set forth on the signature page hereof and (z) the
Committee’s certification of the achievement of the Criteria and Target
Percentage Adjustment in accordance with Section 3(a);


 


(ii)  As to 25% of
the Performance Stock Units subject to this Agreement, as of the second
anniversary of the Grant Date, subject to (x) the Restriction
Period having lapsed as to 25% of the Performance Stock Units subject to this
Agreement as provided in clause (i) and (y) the continued
employment of the Participant by the Company or any Subsidiary thereof through
the second anniversary of the Grant Date; and


 


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(iii)  As to 50% of
the Performance Stock Units subject to this Agreement, as of the third
anniversary of the Grant Date, subject to (x) the Restriction
Period having lapsed as to 25% of the Performance Stock Units subject to this
Agreement as provided in clause (i) and (y) the continued
employment of the Participant by the Company or any Subsidiary thereof through
the third anniversary of the Grant Date.


 


Performance Stock Units that cease to be subject to a
Restriction Period in accordance with this Section 2(a) shall be
settled as provided in Section 3.


 


(b) 
If the Committee certifies on the Certification Date that the Criteria have not
been achieved and the Target Adjustment Percentage is 0%, all Performance Stock
Units subject to this Agreement shall immediately be forfeited and canceled.


 


(c) 
Termination of Employment.


 


(i)  Death or
Disability.


 


A)   If the Participant’s employment is terminated due to death or
Disability prior to the first anniversary of the Grant Date, the Participant
or, as the case may be, the Participant’s estate, shall retain a portion of his
or her Performance Stock Units equal to 25% of the aggregate number of
Performance Stock Units subject to this Agreement multiplied by a fraction, the
numerator of which is the number of days that have elapsed from the Grant Date to
the date of termination and the denominator of which is 365 (a “Retained Award”);
provided that, if, as of the Certification Date, the Committee determines that
the Criteria have not been achieved and the Target Adjustment Percentage is 0%,
then the result of the foregoing calculation shall be reduced to zero.  The remainder of the Performance Stock Units
shall be forfeited and canceled as of the date of the Participant’s
termination.  The Restriction Period on
the Retained Award shall lapse, if at all, as of the Certification Date if the Criteria
are achieved and, if so, the Retained Award shall be settled as provided in Section 3.


 


B)    If the Participant’s employment is terminated due to death or
Disability after the first anniversary of the Grant Date and prior to the
second anniversary of the Grant Date, the Restriction Period shall lapse as to
25% of the aggregate Performance Stock Units subject to this Agreement
multiplied by a fraction, the numerator of which is the number of days that
have elapsed from the first anniversary of the Grant Date to the date of
termination and the denominator of which is 365; provided that, if, as of the 


 


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Certification Date, the
Committee determines that the Criteria have not been achieved and the Target
Adjustment Percentage is 0%, then the result of the foregoing calculation shall
be reduced to zero.  The Restriction
Period shall lapse, if at all, pursuant to this Section 2(c)(i)(B), on the
date of termination of employment, if such termination occurs after the first
anniversary of the Grant Date and after the Certification Date.  However, in the event that such termination
of employment occurs after the first anniversary of the Grant Date but prior to
the Certification Date, the determination of whether the Restriction Period
shall lapse shall be made as of the Certification Date and not as of the date
of termination and the Restriction Period shall lapse, if at all, on the
Certification Date.  Any Performance
Stock Units subject to this Agreement with respect to which the Restriction
Period does not lapse in accordance with this Section 2(c)(i)(B) shall
be immediately forfeited and canceled. 
Settlement of the Performance Stock Units with respect to which the
Restriction Period lapses shall be made as provided in Section 3.


 


C)    If the Participant’s employment is terminated due to death or
Disability after the second anniversary of the Grant Date and prior to the
third anniversary of the Grant Date, the Restriction Period shall lapse as to
50% of the aggregate Performance Stock Units subject to this Agreement
multiplied by a fraction, the numerator of which is the number of days that
have elapsed from the second anniversary of the Grant Date to the date of
termination and the denominator of which is 365; provided that, if, as of the
Certification Date, the Committee determines that the Criteria have not been
achieved and the Target Adjustment Percentage is 0%, then the result of the
foregoing calculation shall be reduced to zero. 
The Restriction Period shall lapse pursuant to this Section 2(c)(i)(C) on
the date of termination of employment. 
Any Performance Stock Units subject to this Agreement with respect to
which the Restriction Period does not lapse in accordance with this Section 2(c)(i)(C) shall
be immediately forfeited and canceled. 
Settlement of the Performance Stock Units with respect to which the
Restriction Period lapses shall be made as provided in Section 3.


 


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


 


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immediately be forfeited and canceled effective as of
the date of the Participant’s termination.


 


(d) 
Change in Control.


 


(i)  In the event of
a Change in Control, the Restriction Period applicable to any outstanding
Performance Stock Units subject to this Agreement shall lapse immediately prior
to such Change in Control and shall be settled as set forth in Section 3.  In the event of a Change in Control prior to
the Certification Date, the Target Adjustment Percentage shall be 100%.


 


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


 


3.  Certification and Settlement of
Performance Stock Units.


 


(a) 
Certification.  Not later than 30
days after the end of the Performance Period, the Committee shall certify, in
writing, whether or not, and to what extent, the Criteria have been achieved
and the Target Adjustment Percentage. 
The date on which the Committee makes such certification is referred to
herein as the “Certification Date”.


 


(b) 
Settlement.  Subject to Section 9(g),
not later than 30 days after the lapse of the Restriction Period with respect
to any Performance Stock Units, the Company shall issue to the Participant one
share of Common Stock underlying each Performance 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 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.


 


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 Performance 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 


 


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the Participant’s
employment is terminated for Cause, the Participant shall pay to the Company in
cash any Performance-Based Financial Gain the Participant realized from the
lapse of the Restriction Period applicable to all or a portion of the Performance
Stock Units having a Vesting Date 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 Performance 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 in settlement of Performance 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 Performance 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 Performance 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 also
comply with other applicable laws and regulations governing the Common Stock and



 


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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 Performance 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 Performance Stock Units and issuance of shares of Common Stock
upon settlement of the Performance 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 Performance 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
Performance 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 Performance 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 necessary), or upon the Participant’s estate’s
behalf after the death of the Participant, is appropriately authorized.


 


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7.  Participant’s Rights with Respect to the
Performance Stock Units.


 


(a) 
Restrictions on Transferability. 
The Performance 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 Performance
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 Performance 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 Performance
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
Performance 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 Performance 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 assigns any legal
or equitable right, remedy or claim under or in respect of any agreement or any
provision contained herein.


 


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(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 in a manner that would have a
materially adverse effect on the Performance 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.


 


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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.  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
Performance 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 Performance 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 Performance
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 Performance 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 Performance 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.


 


(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.


 


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(k) 
Consent to Electronic Delivery. 
By entering into this Agreement and accepting the Performance 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 Performance
Stock Units via Company web site or other electronic delivery.


 


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


 


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(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.


 


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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:

  	
   

  
				



 


	
  Target Number of
  Performance

  Stock Units granted hereby:

  	
   

  
	
   

  	
  (subject to adjustment
  as provided herein)

  
	
  Performance Period:

  	
   

  
	
   

  	
   

  
	
  Performance Criteria:

  	
   

  



 


The number of Performance
Stock Units subject to this Agreement shall be determined in accordance with
the following:


 


	
   

  	
  Description

  	
  Percentage of
  the Target Number of Performance Stock Units

  
	
  Threshold

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Target

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Maximum

  	
   

  	
   

  



 


For performance
below the level described in the threshold, the percentage shall be 0%, and all
Performance Stock Units under this Agreement shall be forfeited and canceled.
For performance above the level described in the maximum, the percentage
remains the same as provided above under the maximum. Linear interpolation will
be used to determine the applicable percentage for all intermediary points. The
percentage determined in accordance with the preceding is referred to herein as
the “Target Percentage Adjustment”. The Performance Stock Units remain subject
to all other provisions (including, without limitation, any applicable vesting
and settlement provisions) of this Agreement and the Plan.


 


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