Exhibit 4.10


 


 




 


 





HERTZ GLOBAL
HOLDINGS, INC.


 


 


FORM OF AMENDED
AND RESTATED


STOCKHOLDERS
AGREEMENT


 


 


Dated as of November
[•], 2006




 


 





 


 

















 


Table of Contents


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  [RESERVED]

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  GOVERNANCE AND MANAGEMENT OF THE
  COMPANY

  	
  1

  
	
  2.1

  	
  Board of Directors/Committees

  	
  1

  
	
  2.2

  	
  Director Fees and Expenses

  	
  5

  
	
  2.3

  	
  Approvals

  	
  5

  
	
  2.4

  	
  Certain Actions/Voting Proxy

  	
  5

  
	
  2.5

  	
  Chief Executive Officer/Management

  	
  6

  
	
  2.6

  	
  Termination of Rights

  	
  7

  
	
  2.7

  	
  Non-Competition

  	
  8

  
	
  2.8

  	
  Information/Access

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  TRANSFERS/CERTAIN COVENANTS

  	
  11

  
	
  3.1

  	
  Transfer Restrictions

  	
  11

  
	
  3.2

  	
  [Reserved]

  	
  12

  
	
  3.3

  	
  Tag-Along Rights

  	
  13

  
	
  3.4

  	
  Drag Along Right

  	
  15

  
	
  3.5

  	
  [Reserved]

  	
  17

  
	
  3.6

  	
  Legend

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  [RESERVED]

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  DEFINITIONS

  	
  18

  
	
  5.1

  	
  Certain Definitions

  	
  18

  
	
  5.2

  	
  Terms Generally

  	
  25

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  MISCELLANEOUS

  	
  26

  
	
  6.1

  	
  Termination

  	
  26

  
	
  6.2

  	
  Publicity

  	
  26

  
	
  6.3

  	
  Confidentiality

  	
  26

  
	
  6.4

  	
  Compliance

  	
  27

  
	
  6.5

  	
  Restrictions on Other Agreements;
  Conflicts

  	
  27

  
	
  6.6

  	
  Further Assurances

  	
  27

  
	
  6.7

  	
  No Recourse; No Stockholder Duties

  	
  28

  
	
  6.8

  	
  Amendment; Waivers, etc.

  	
  28

  
	
  6.9

  	
  Assignment

  	
  29

  
	
  6.10

  	
  Binding Effect

  	
  29

  
	
  6.11

  	
  No Third Party Beneficiaries

  	
  29

  
	
  6.12

  	
  Notices

  	
  29

  
	
  6.13

  	
  Severability

  	
  31

  
	
  6.14

  	
  Headings

  	
  31

  
	
  6.15

  	
  Entire Agreement

  	
  31

  
	
  6.16

  	
  Governing Law

  	
  31

  



 


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  Page

  
	
   

  	
   

  	
   

  
	
  6.17

  	
  Consent to Jurisdiction

  	
  32

  
	
  6.18

  	
  Waiver of Jury Trial

  	
  32

  
	
  6.19

  	
  Enforcement

  	
  32

  
	
  6.20

  	
  Certain Relationships

  	
  32

  
	
  6.21

  	
  Counterparts; Facsimile Signatures

  	
  33

  



 


ii

















 


AMENDED
AND RESTATED STOCKHOLDERS AGREEMENT, dated as of November [•],
2006, among (i) HERTZ GLOBAL HOLDINGS, INC., a Delaware corporation (the
“Company”), (ii) each Stockholder listed in the signature pages
hereof, and (iii) any other Stockholder that may become a party to this
Agreement after the date and pursuant to the terms hereof. Capitalized terms
used herein without definition shall have the meanings set forth in
Section 5.1.


 


W I  T  N  E
S  S  E  T  H:


 


WHEREAS,
on December 21, 2005, the Company acquired from Ford Holdings LLC, indirectly,
all of the outstanding shares of capital stock of The Hertz Corporation (“Hertz”);


 


WHEREAS,
in connection with the acquisition of Hertz, the Company entered into a
Stockholders Agreement, dated as of December 21, 2005, with its stockholders as
of that date (the “Original Agreement”);


 


WHEREAS,
the Company is proposing to consummate an IPO; and


 


WHEREAS
the Stockholders and the Company desire to amend and restate the Original
Agreement as provided herein to set forth their respective rights and
obligations following the IPO.


 


NOW,
THEREFORE, in consideration of the mutual agreements contained herein, the
parties hereto hereby agree as follows:


 


ARTICLE I

[RESERVED]


 


ARTICLE II

GOVERNANCE AND MANAGEMENT OF THE COMPANY


 


2.1           Board of Directors/Committees.


 


(a)           Board Nominees.


 


(i)            Prior to a Controlled
Company Event. Subject to Section 2.6, and prior to a Controlled
Company Event, the Stockholders and the Company shall take all Necessary Action
to cause the board of directors of the Company (the “Board”) to be
comprised of up to fifteen directors:


 


(A)          three of whom shall be designated by
CD&R (such persons, the “CD&R Nominees”);


 

















 


(B)           one of whom shall be designated by
Carlyle and one of whom shall be designated by CEP II U.S. Investment, L.P.
(such persons, the “Carlyle Nominees”);


 


(C)           two of whom shall be designated by
Merrill (such persons, the “Merrill Nominees”, and collectively with the
CD&R Nominees and the Carlyle Nominees, the “Investor Nominees”);


 


(D)          three of whom shall be Independent
Directors, with each Principal Investor having the right to designate one such
Independent Director and each such Independent Director being subject to
Unanimous Investor Approval;


 


(E)           unless otherwise agreed by Majority
Approval, one of whom shall be the Chief Executive Officer (the identity of
which shall be subject to Section 2.5) (the “CEO Nominee”), it
being understood and agreed that such approval is hereby given for Mr. Mark
Frissora to be a member of the Board while he is the Chief Executive Officer of
the Company;


 


(F)           unless otherwise agreed by Majority
Approval, one of whom shall be Mr. Craig Koch, until such time as Mr. Mark
Frissora succeeds Mr. Craig Koch as Chairman of the Board; and


 


(G)           up to three of whom shall be
additional Independent Directors designated by Unanimous Investor Approval.


 


(ii)           Following a Controlled
Company Event. If, following a Controlled Company Event and
after giving effect to Section 2.6, the membership of the Board as designated
in accordance with Section 2.1(a)(i) would not comply with the requirements of
Applicable Law (after giving effect to applicable transition periods, if any),
(A) the number of CD&R Nominees, Carlyle Nominees and Merrill
Nominees shall each be reduced by one (but in no event reduced to less than one
except as provided in Section 2.6), (B) each Principal Investor shall
cause one of its Investor Nominees to resign, and (C) the directors
remaining in office shall elect Independent Directors to fill each of the
vacancies created by such resignations. If, after giving effect to the
foregoing, the membership of the Board would still not comply with the
requirements of Applicable Law (after giving effect to applicable transition
periods, if any), the Company and the Stockholders will take all Necessary
Action to cause the Company to comply with Applicable Law with respect to the
composition of the Board (which may include the election of additional
Independent Directors as members of the Board and Committees, either as a
result of an increase in the membership of the Board or the pro rata reduction
in the number of Investor Nominees and their resignation from the Board or
Committees, or both).


 


2

















 


(b)           Chairman of the Board. The
Chairman of the Board shall be one of the CD&R Nominees, as selected by the
CD&R Nominees, provided that if CD&R approves of the appointment
of the CEO Nominee as the Chairman of the Board, (i) such CEO Nominee,
rather than a CD&R Nominee, shall serve as Chairman of the Board, and (ii)
during the term of the CEO Nominee’s service as Chairman of the Board, one of
the CD&R Nominees, as selected by the CD&R Nominees, shall serve as
lead director responsible for chairing meetings (or portions thereof) of the
Board during which no management employees of the Company are present.


 


(c)           Classified Board. The
certificate of incorporation and the by-laws of the Company shall provide that
the directors of the Company, subject to any rights of the holders of shares of
any class or series of preferred stock of the Company, shall be classified with
respect to the time for which they severally hold office into three classes, as
nearly equal in number as possible. One class’s (“Class I”) term will
expire at the first annual meeting of the stockholders following the date
hereof, another class’s (“Class II”) term will expire at the second
annual meeting of the stockholders following the date hereof and another class’s
(“Class III”) term will expire at the third annual meeting of
stockholders following the date hereof; provided that the term of each
director shall continue until the election and qualification of a successor and
be subject to such director’s earlier death, resignation or removal. Thereafter,
at each annual meeting of stockholders of the Corporation, subject to any
rights of the holders of shares of any class or series of preferred stock of
the Company, the successors of the directors whose term expires at that meeting
shall be elected to hold office for a term expiring at the annual meeting of
stockholders held in the third year following the year of their election. The
Investor Nominees shall be allocated among the three classes of the Board as
follows:  (i) one CD&R Nominee
shall be allocated to each of Class I, Class II and Class III; and (ii)
one Carlyle Nominee and one Merrill Nominee shall be allocated to each of Class
I and Class III; provided that if the number of Investor Nominees is
reduced pursuant to Section 2.1(a)(ii) or Section 2.6, upon the resignation of
an affected Investor Nominee from a class of the Board, the right to designate
successor Investor Nominees to such class shall expire.


 


(d)           Committees. The by-laws of the
Company shall provide for an executive and governance committee, a compensation
committee, an audit committee and such other committees as the Board may
determine (collectively, the “Committees”); provided that,
following a Control Company Event, the executive and governance committee shall
be renamed the executive committee and the Committees shall include a
nominating and governance committee. Subject to Section 2.6, the executive
and governance committee shall consist of the Chairman of the Board, a CD&R
Nominee (if the CD&R Nominee is not the Chairman of the Board), a Carlyle
Nominee, a Merrill Nominee and, if the Chief Executive Officer is not the
Chairman of the Board and is a member of the Board, the Chief Executive Officer.
The CD&R Nominee that is a member of the executive and governance committee
shall serve as its chairman. Each Committee shall consist of at 


 


3

















 


least three directors and, subject to
Section 2.6, each Principal Investor shall have the right to designate one
member thereof from among the Investor Nominees and Independent Directors; provided
that (i) the membership of each Committee shall meet the requirements of
Applicable Law (after giving effect to applicable transition periods, if any),
and (ii) each Committee shall have such additional members as the Board
may determine, which determination, if made after a Controlled Company Event,
shall be made on the recommendation of the nominating and governance committee.
Each Committee shall have such powers and responsibilities as the Board may
from time to time authorize.


 


(e)           Removal and Replacement of
Directors. If a vacancy is created on the Board or a Committee as a result
of the death, disability, retirement, resignation or removal of any Investor
Nominee, then the Stockholder that designated such Investor Nominee shall have
the right to designate such person’s replacement, subject to the final sentence
of Section 2.1(c).


 


(f)            Board Observers. If and for
so long as any Stockholder that is a Principal Investor or is otherwise a
member of a Principal Investor Group is, together with the other members of its
Principal Investor Group and such Principal Investor Group’s Permitted
Transferees, the holder of an aggregate amount of Shares that have an aggregate
Fair Market Value in excess of $50 million, each such Stockholder shall be
entitled to appoint one person as an observer (a “Board Observer”) to
the Board. Any Board Observer shall be entitled to attend meetings of such
Board and to receive all information provided to the members of such Board
(including without limitation, minutes of previous meetings of such Board); provided,
that the Company reserves the right to withhold any information and to exclude
such Board Observer from any meeting or portion thereof if access to such
information or attendance at such meeting would adversely affect the
attorney-client privilege between the Company and its counsel or result in a
conflict of interest, or if such Stockholder or its Board Observer is
affiliated in any manner with a Competitor. For the avoidance of doubt, no
Board Observer shall have voting rights or fiduciary obligations to the Company
or the Stockholders but each shall be bound by the same confidentiality
obligations as the members of the applicable Board. The Company, the Principal
Investors and any Permitted Transferees thereof agree to take commercially
reasonable efforts, either directly through the Company or indirectly through
one of its Subsidiaries (as applicable), to cause Hertz to permit each
Stockholder who has the right to designate a director to the Board pursuant to
Section 2.1(a) or appoint a Board Observer pursuant to this Section 2.1(f)
to appoint one person as an observer to the board of directors of Hertz.


 


(g)           Information Sharing. Each
Stockholders acknowledges and agrees that the Investor Nominees may share
confidential, non-public information about the Company and its Subsidiaries
with the Principal Investors and their Representatives, subject to the
confidentiality restrictions set forth in Section 6.3.


 


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2.2           Director Fees and Expenses.


 


(a)           Fees. The Company shall pay to
the directors such fees as may be determined by the Board, subject to Majority
Approval. No director who is also an employee of the Company or any Company
Subsidiary shall be paid any fee for serving as a director or member of any
Committee.


 


(b)           Expenses. The Company will
cause each non-employee director serving on the Board, any Committees or any
Company Subsidiary board to be reimbursed for all reasonable out-of-pocket
costs and expenses incurred by him or her in connection with such service,
including reasonable travel, lodging and meal expenses.


 


2.3           Approvals.


 


(a)           General. Except as required by
Applicable Law, all actions requiring the approval of the Board shall be
approved by a majority of the directors present at any duly convened Board
meeting or by unanimous written consent of the directors without a meeting, in
each case in accordance with the provisions of the Delaware General Corporation
Law and the by-laws of the Company.


 


(b)           Quorum/Notice. A quorum for
meetings of the Board shall consist of a majority of the total authorized
membership of the Board; provided that, prior to a Controlled Company
Event, such majority includes at least one Investor Nominee of each of the
Principal Investors entitled to designate an Investor Nominee. If a quorum is
not achieved at any duly called meeting, such meeting may be postponed to a
time no earlier than 48 hours after written notice of such postponement has
been given to the directors, and, at any such postponed meeting, a quorum shall
consist of a majority of the total authorized membership of the Board; provided
that, prior to a Controlled Company Event, such majority must include at least
one Investor Nominee of at least two Principal Investors. Meetings of the Board
may be called by the Chairman of the Board or by any other director at any
time; provided that at least 48 hours’ written notice of such meeting
has been provided to the directors or notice thereof has been waived by each
director.


 


2.4           Certain Actions/Voting Proxy.


 


(a)           Each Stockholder shall take all
Necessary Action to cause the election, removal and replacement of directors,
members of Committees and the Chief Executive Officer in the manner
contemplated in, and otherwise give the fullest effect possible to, the
provisions of Sections 2.1 and, subject to Section 2.5(b), 2.5(a)
(including supporting the nomination and designation of such officers and
directors as are set forth in Sections 2.1 and 2.5 and the recommendation of
such directors by the nominating and governance committee to the Board for
inclusion in the slate of nominees recommended by the Board to the stockholders
of the Company for election as directors).


 


5

















 


(b)           Each Stockholder, in connection with
any vote or action by written consent of the stockholders of the Company
relating to any matter (including with respect to election of directors, any
Transfer of Equity Securities or amendment of the Company’s certificate of
incorporation) requiring consent as specified in Section 3.1 or any other
provision of this Agreement, shall vote all of its Voting Securities:  (i) against (and not act by written
consent to approve) such matter if such matter has not received such required
consent, (ii) for (or act by written consent to approve) any matter that
has received such required consent and which has been submitted to the
stockholders of the Company for approval, and (iii) otherwise take or
cause to be taken, all other reasonable actions, at the expense of the Company,
required, to the extent permitted by Applicable Law, to prevent the taking of
any action by the Company that has not received such required consent, or to
approve the taking of any such action that has received such required consent.


 


(c)           Each Stockholder (other than the
Committing Investors) (i) that is a Permitted Transferee, an Affiliate
Co-investor or a Co-investment Vehicle hereby irrevocably grants to and
appoints the Principal Investor which is an Affiliate of such Stockholder and (ii)
that is not a Person described in clause (i) hereby irrevocably grants to and
appoints the Principal Investors collectively (to act by unanimous consent)
such Stockholder’s proxy and attorney-in-fact (with full power of
substitution), for and in the name, place and stead of such Stockholder, to
vote or act by written consent with respect to such Stockholder’s Voting
Securities, and to grant a consent, proxy or approval in respect of such Voting
Securities, in the event that such Stockholder fails at any time to vote or act
by written consent with respect to any of its Voting Securities in the manner
agreed by such Stockholder in this Agreement, in each case in accordance with
such Stockholder’s agreements contained in this Section 2.4 and any other
provision of this Agreement. Each Stockholder (other than the Principal
Investors) hereby affirms that the irrevocable proxy set forth in this
Section 2.4(c) will be valid for the term of this Agreement and is given
to secure the performance of the obligations of such Stockholder under this
Agreement. Each such Stockholder hereby further affirms that each proxy hereby
granted shall be irrevocable and shall be deemed coupled with an interest and
shall extend for the term of this Agreement, or, if earlier, until the last
date permitted by Applicable Law. For the avoidance of doubt, except as
expressly contemplated by this Section 2.4, none of the Stockholders has
granted a proxy to any Person to exercise the rights of any such Stockholder
under this Agreement.


 


2.5           Chief Executive Officer/Management.
(a)  In each case, subject to Section
2.5(b), (i) the Chief Executive Officer shall be appointed by the Board,
subject to Majority Approval and the approval of CD&R, (ii) the
Chief Executive Officer may be removed with or without cause by either (x)
the Board with Majority Approval or (y) CD&R, upon 72 hours’ written
notice to the Principal Investors, after consultation with the Board, (iii)
upon the removal of the Chief Executive Officer, a CD&R Nominee shall lead
the search for a new Chief Executive Officer, which search shall be commenced 


 


6

















 


within six months of such removal, and shall consult
with the Board throughout such process and (iv) during any period in
which there is no Chief Executive Officer duly appointed in accordance with
this Section 2.5, a CD&R Nominee serving as Chairman of the Board may
assume the role of Chief Executive Officer until such time as a Chief Executive
Officer is so appointed; provided in such event, until such appointment,
there shall be no CEO Nominee on the Board.


 


(b)           Following a Controlled Company Event,
(i) each Principal Investor shall cause each of its Investor Nominees to take
or omit to take action consistent with giving effect to the provisions of
Section 2.5(a), subject to compliance with such Investor Nominee’s fiduciary
duties as a director of the Company and under other Applicable Law, as such
compliance is determined in the good faith judgment of such Investor Nominee,
and (ii) neither the Company nor any other Stockholder shall be
obligated to take or omit to take any other action (including any other
Necessary Action) to give effect to the provisions of Section 2.5(a), and no
Stockholder shall have any liability or obligation as a result of any of its
Investor Nominees’ exercise of its judgment in good faith as provided in clause
(i).


 


2.6           Termination of Rights. Notwithstanding
Section 2.1(a) or Section 2.5, if, at any time, any Principal
Investor, together with members of its Principal Investor Group and its other
Qualified Co-investment Transferees, shall cease to own a number of Shares
equal to at least:


 


(i)            50% of the Shares owned by such
Principal Investor and members of its Principal Investor Group and its other
Qualified Co-investment Transferees on the Closing Date (its “Original
Shares”), except as otherwise requested by a majority of the Investor
Nominees of the other Principal Investors, (A) the number of directors
such Principal Investor shall have the right to nominate pursuant to
Section 2.1(a) shall be reduced by one, (B) such Principal Investor
shall cause one of its Investor Nominees to resign, and (C) except as
otherwise provided in Section 2.1(a)(ii),the directors remaining in office
shall decrease the size of the Board to eliminate such vacancy; and


 


(ii)           25% of its Original Shares, (A)
such Principal Investor shall cease to have the right to designate any
directors pursuant to Sections 2.1(a) and 2.1(b) (including, in the case
of CD&R, the right to designate the Chairman of the Board) or any right to
designate members of Committees pursuant to Section 2.1(d) (including, in
the case of CD&R, the right to designate the chair of the executive and
governance committee), (B) the consent of such Principal Investor or its
Investor Nominees shall no longer be required (if applicable) to authorize,
effect or validate the matters specified in Section 2.5, (C) such
Principal Investor shall cause its Investor Nominees and Committee designees to
resign, and (D) except as otherwise consented to by the other Principal
Investors entitled to designate a director, and except as otherwise provided in
Section 2.1(a)(ii), 


 


7

















 


the directors remaining in office shall decrease the
size of the Board to eliminate such vacancy.


 


2.7           Non-Competition. For so long
as a Principal Investor or any member of its Principal Investor Group (x)
has the right to designate a director pursuant to Section 2.1(a), (y)
actually designates a board observer as permitted pursuant to
Section 2.1(f) or (z) elects to continue to receive any Information
from the Company or its Subsidiaries pursuant to Section 2.8, such Principal
Investor, its Affiliates, its Affiliate Co-investors and its Co-investment
Vehicles shall not directly or indirectly through one or more Affiliates own,
manage, operate, control or participate in the ownership, management, operation
or control of any Competitor; provided that nothing in this Section 2.7
shall prohibit any Principal Investor, its Controlled Affiliates, Affiliate
Co-investors or Co-investment Vehicles from acquiring or owning, directly or
indirectly:


 


(a)           up to 5% of the aggregate voting
securities of any Competitor (i) that is a publicly traded Person or (ii)
that is not a publicly traded Person; provided that neither the
Principal Investor, nor any of its Controlled Affiliates, Affiliate
Co-investors or Co-investment Vehicles, directly or indirectly through one or
more Affiliates, designates a member of the board of directors (or similar
body) of such Competitor or its Affiliates or is granted any other governance
rights with respect to such Competitor or its Affiliates (other than customary
governance rights granted in connection with the ownership of debt securities);


 


(b)           any non-convertible debt securities
of any Competitor;


 


(c)           any securities of any Competitor as
defined in clause (b) of the definition of Competitor, so long as such Person’s
rental activities are limited in all material respects to equipment
manufactured or assembled by such Person or its Affiliates;


 


(d)           any securities of any Competitor, so
long as (i) such Person’s annual revenue derived from rental operations
that qualify such Person as a Competitor are limited to no more than 25% of
total annual revenue of such Person on a consolidated basis and (ii)
such rental operations of such Person are divested within 12 months of being
acquired; or


 


(e)           any securities of any Person that is
a Competitor, substantially all of whose operations are conducted outside of
North America and Europe; provided that prior to any Principal Investor
or its Controlled Affiliates, Affiliate Co-investors or Co-investment Vehicles
acquiring or owning such securities, such potential purchaser shall have given
written notice to the Company, in reasonable detail, of the opportunity to
acquire such securities and of such potential purchaser’s good faith interest
in pursuing the opportunity, and the Company shall not have, within 10 Business
Days of receipt of such notice, notified such potential purchaser of its good
faith interest in pursuing such opportunity on behalf of itself or one or more
of the Company’s Subsidiaries. If such a 


 


8

















 


notice of interest has been timely delivered, the
Board shall give written notice to the potential purchaser if the Company
subsequently determines not to continue to pursue such opportunity, in which
case the foregoing proviso shall cease to apply with respect to such
opportunity.


 


Nothing in this Section 2.7 shall prohibit Merrill
Lynch Global Partners, Inc. (“MLGP”) or its Affiliates from engaging in
trading, asset management (including proprietary trading and hedge fund and
similar activities), financial advisory, lending or other applicable financial
services activities in its ordinary course of business so long as no
confidential information relating to the Company, any of the Company’s
Subsidiaries or the acquisition of Hertz is used in the course of such
activity.


 


2.8           Information/Access.


 


(a)           Information. The Company shall
provide each Stockholder or its designated representative with:


 


(i)            as soon as available, and in any
event within 45 days after the end of each fiscal quarter of the Company for
the first three fiscal quarters of a fiscal year, the consolidated balance
sheet of the Company and its Subsidiaries as at the end of such quarter and the
consolidated statements of income, cash flows and changes in stockholders’
equity for such quarter and the portion of the fiscal year then ended of the
Company and its Subsidiaries;


 


(ii)           as soon as available, and in any
event within 90 days after the end of each fiscal year of the Company, the
consolidated balance sheet of the Company and its Subsidiaries as at the end of
each such fiscal year and the consolidated statements of income, cash flows and
changes in stockholders’ equity for such year of the Company and its
Subsidiaries, accompanied by the report of independent certified public
accountants of recognized national standing; and


 


(iii)          to the extent the Company or any of
its Subsidiaries is required by Applicable Law or pursuant to the terms of any
outstanding indebtedness of the Company to prepare such reports, any annual
reports, quarterly reports and other periodic reports (without exhibits)
pursuant to Section 13 or 15(d) of the Exchange Act, actually prepared by the
Company or such Subsidiary as soon as available.


 


(b)           Access. The Company shall, and
shall cause its Subsidiaries, officers, directors and employees to, (i)
afford the officers, employees, auditors and other agents of each Stockholder
that is a member of a Principal Investor Group, for so long as such Stockholder
is, together with the other members of its Principal Investor Group and such
Principal Investor Group’s Permitted Transferees, the holder of an aggregate
amount of 


 


9

















 


Shares that have an aggregate Fair Market Value in
excess of $50 million, during normal business hours and upon reasonable notice
reasonable access at all reasonable times to its officers, employees, auditors,
properties, offices, plants and other facilities and to all books and records,
and (ii) afford such Stockholder the opportunity to consult with its
officers from time to time regarding the Company’s and its Subsidiaries’
affairs, finances and accounts as each such Stockholder may reasonably request
upon reasonable notice.


 


(c)           Additional Information. Each
of the Stockholders agrees that, from the date of this Agreement and for so
long as it shall own any Equity Securities, it will furnish the Company such
necessary information and reasonable assistance as the Company may reasonably
request in connection with the (i) consummation of the transactions
contemplated by this Agreement and the Registration Rights Agreement and (ii)
the preparation and filing of any reports, filings, applications, consents or
authorizations with any Regulatory Entity under any Applicable Law. Each
Stockholder proposing to make a Transfer pursuant to Article III and the Company
shall provide the other with any information reasonably requested in order for
each of them to determine whether the proposed Transfer would be a Prohibited
Transaction.


 


(d)           Corporate Opportunities. Except
as otherwise provided in the second sentence of this Section 2.8(d), (i)
no Stockholder and no stockholder, member, manager, partner or Affiliate of any
Stockholder or their respective officers, directors, employees or agents (any
of the foregoing, a “Stockholder Group Member”) shall have any duty to
communicate or present an investment or business opportunity or prospective
economic advantage to the Company or any of its Subsidiaries in which the
Company or one of its Subsidiaries may, but for the provisions of this
Section 2.8(d), have an interest or expectancy (“Corporate Opportunity”),
and (ii) subject to Section 2.7, no Stockholder nor any Stockholder
Group Member (even if also an officer or director of the Company) will be
deemed to have breached any fiduciary or other duty or obligation to the
Company by reason of the fact that any such Person pursues or acquires a
Corporate Opportunity for itself or its Affiliates or directs, sells, assigns
or transfers such Corporate Opportunity to another Person or does not
communicate information regarding such Corporate Opportunity to the Company. The
Company, on behalf of itself and its Subsidiaries, renounces any interest in a
Corporate Opportunity and any expectancy that a Corporate Opportunity will be
offered to the Company; provided that the Company does not renounce any
interest or expectancy it may have in any Corporate Opportunity that is offered
to an officer of the Company whether or not such individual is also a director
or officer of a Stockholder, if such opportunity is expressly offered to such
Person in his or her capacity as an officer of the Company and the Stockholders
recognize that the Company reserves such rights.


 


10

















 


ARTICLE III

TRANSFERS/CERTAIN COVENANTS


 


3.1           Transfer Restrictions.


 


(a)           No Stockholder may Transfer any of
its Equity Securities except as follows:


 


(i)            Any Stockholder may Transfer all or
any portion of its Equity Securities to any Permitted Transferee of such
Stockholder, provided that Equity Securities Transferred by a Principal
Investor (without Unanimous Investor Approval) to any Permitted Transferee
pursuant to this Section 3.1(a)(i), other than Transfers to a Specified
Affiliate or in connection with a Mandatory Distribution, shall not constitute
more than 45% of such Principal Investor’s pro rata share
of the Equity Securities of the Company as of the Closing, provided,
further, that any Principal Investor may Transfer all or any portion of any
Equity Securities acquired after the Closing Date to any Permitted Transferee
of such Principal Investor without limitation.


 


(ii)           [Reserved].


 


(iii)          Any Stockholder may Transfer all or
any portion of its Equity Securities as a Tag-Along Participant pursuant to
Section 3.3 or as a Selling Stockholder pursuant to Section 3.4.


 


(iv)          Any Stockholder may Transfer all or
any portion of its Equity Securities at any time in connection with a (x)
Demand Registration (as defined in the Registration Rights Agreement) or (y)
a Shelf Underwritten Offering (as defined in the Registration Rights Agreement)
following delivery of a Take-Down Notice (as defined in the Registration Rights
Agreement), which Demand Registration or Take-Down Notice has been approved
pursuant to clause (v) below, or (z) a Piggyback Registration (as
defined in the Registration Rights Agreement), in each case as provided in, and
subject to, the Registration Rights Agreement.


 


(v)           Any Stockholder may Transfer all or
any portion of its Equity Securities at any time, subject to compliance with
Section 3.3 and Section 3.4, provided that, until the earlier
of (x) the second anniversary of the consummation of the IPO and (y)
the Principal Investors ceasing to own (in the aggregate) at least 25% of the
Voting Securities of the Company, such Transfer shall also be subject to
receipt of Majority Approval (which, for the avoidance of doubt, shall be
required for any request for a Demand Registration or the delivery of any
Take-Down Notice pursuant to the Registration Rights Agreement).


 


11

















 


(b)           Notwithstanding anything to the
contrary in this Agreement, no Stockholder shall Transfer any Equity Securities
(whether or not the proposed Transferee is a Permitted Transferee or such
Transfer would otherwise be permitted by Section 3.1(a)) (i) to any
Competitor or (ii) if any such Transfer would constitute a Prohibited
Transaction, unless, in any such case, such Transfer has received Unanimous
Investor Approval in writing.


 


(c)           Any Permitted Transferee that
acquires Equity Securities shall, as a condition precedent to the Transfer of
such Equity Securities to such Transferee, (i) become a party to this
Agreement by completing and executing a signature page hereto (including the
address of such party), (ii) execute all such other agreements or documents
as may reasonably be requested by the Company (which may include such
representations and warranties made by the Permitted Transferee to the Company
as shall be reasonably requested by the Company; it being understood that any
representations and warranties made by the original parties to this Agreement
pursuant to subscription agreements, other than those solely related to a
primary investment in the Company, shall be deemed reasonable), and (iii)
deliver such signature page and, if applicable, other agreements and documents
to the Company at its address specified in Section 6.12. Such Permitted
Transferee shall, upon its satisfaction of such conditions and acquisition of
Equity Securities, be a Stockholder for all purposes of this Agreement.


 


(d)           Any Transfer or attempted Transfer of
Equity Securities in violation of any provision of this Agreement shall be
void.


 


(e)           Each Stockholder that is classified
for U.S. Federal income tax purposes as a partnership agrees that it shall not,
unless otherwise agreed in writing by each of the Principal Investors, for so
long as it owns more than 3% of the outstanding Equity Securities, permit a
Person to become the beneficial owner of an interest as a member of such
Stockholder for U. S. Federal income tax purposes if, to its knowledge after
due inquiry, such Person is a natural person. For these purposes, any entity
that is classified as a disregarded entity or any Grantor Trust for U.S.
Federal income tax purposes shall be disregarded, but a Person that owns an interest
as a member of an entity that is classified as a partnership for such purposes
(an upper-tier partnership), which upper-tier partnership owns an interest as a
member of a second entity that is classified as a partnership for such purposes
(a lower-tier partnership), shall not be considered the beneficial owner of an
interest as a member of such lower-tier partnership as a result of such Person’s
owning an interest as a member of such upper-tier partnership.


 


(f)            Prior to the eighth anniversary of
the Closing Date, without Unanimous Investor Approval no Stockholder shall
distribute any of its Equity Securities in kind to any of its direct or
indirect equityholders that is not an Affiliate of such Stockholder other than
in connection with a Mandatory Distribution.


 


3.2           [Reserved]


 


12

















 


3.3           Tag-Along Rights.


 


(a)           In the event of a proposed Transfer
of Shares by a Stockholder (a “Transferring Stockholder”) other than (x)
to a Permitted Transferee or (y) in connection with a Public Offering
(including a shelf takedown) in accordance with the Registration Rights
Agreement (with respect to which each Stockholder’s right to participate in
such Public Offering will be governed by the terms thereof), each Stockholder (other
than the Transferring Stockholder) shall have the right to participate on the
same terms and conditions and for the same per Share consideration as the
Transferring Stockholder in the Transfer in the manner set forth in this
Section 3.3. Prior to any such Transfer, the Transferring Stockholder
shall deliver to the Company prompt written notice (the “Transfer Notice”),
which the Company will forward to the Stockholders (other than the Transferring
Stockholder, the “Tag-Along Participants”) within 5 days of receipt
thereof, which notice shall state (i) the name of the proposed
Transferee, (ii) the number of Shares proposed to be Transferred (the “Transferred
Securities”) and the percentage (the “Tag Percentage”) that such
number of Shares constitute of the total number of Shares owned by such
Transferring Stockholder, (iii) the proposed purchase price therefore,
including a description of any non-cash consideration sufficiently detailed to
permit the determination of the Fair Market Value thereof, and (iv) the
other material terms and conditions of the proposed Transfer, including the
proposed Transfer date (which date may not be less than 35 days after delivery
to the Tag-Along Participants of the Transfer Notice). Such notice shall be
accompanied by a written offer from the proposed Transferee to purchase the
Transferred Securities, which offer may be conditioned upon the consummation of
the sale by the Transferring Stockholder, or the most recent drafts of the
purchase and sale documentation between the Transferring Stockholder and the
Transferee which shall make provision for the participation of the Tag-Along
Participants in such sale consistent with this Section 3.3.


 


(b)           Each Tag-Along Participant may elect
to participate in the proposed Transfer to the proposed Transferee identified
in the Transfer Notice by giving written notice to the Company and to the
Transferring Stockholder within the 15 day period after the delivery of the
Transfer Notice to such Tag-Along Participant, which notice shall state that
such Tag-Along Participant elects to exercise its rights of tag-along under
this Section 3.3 and shall state the maximum number of shares sought to be
Transferred (which number may not exceed the product of (i) all such
Shares owned by such Tag-Along Participant plus the number of Shares owned by
any Affiliate Tag-Along Assignor of such Tag-Along Participant, multiplied by (ii)
the Tag Percentage). As used in this Agreement, the term “Affiliate
Tag-Along Assignor” with respect to any Stockholder shall mean an Affiliate
of such Stockholder or, in the case of any member of a Principal Investor
Group, any other member of such Principal Investor Group that, in each case,
shall have waived, by means of written notice to the Company and the
Transferring Stockholder, its tag-along rights pursuant to this
Section 3.3 with respect to the applicable Transfer in favor of such
Stockholder. Each Tag-Along Participant shall be deemed to 


 


13

















 


have waived its right of tag-along with respect to the
Transferred Securities hereunder if it fails to give notice within the
prescribed time period. The proposed Transferee of Transferred Securities will
not be obligated to purchase a number of Shares exceeding that set forth in the
Transfer Notice, and in the event such Transferee elects to purchase less than
all of the additional Shares sought to be Transferred by the Tag-Along
Participants, the number of Shares to be Transferred by the Transferring
Stockholder and each such Tag-Along Participant shall be reduced so that each
such Stockholder is entitled to sell its Pro Rata Portion of the number of
Shares the proposed Transferee elects to purchase (which in no event may be
less than the number of Transferred Securities set forth in the Transfer
Notice).


 


(c)           Each Tag-Along Participant, if it is
exercising its tag-along rights hereunder, shall deliver to the Transferring
Stockholder at the closing of the Transfer of the Transferring Stockholder’s
Transferred Securities to the Transferee certificates representing the
Transferred Securities to be Transferred by such holder, duly endorsed for
transfer or accompanied by stock powers duly executed, in either case executed
in blank or in favor of the applicable purchaser against payment of the
aggregate purchase price therefor by wire transfer of immediately available
funds. Each Stockholder participating in a sale pursuant to this
Section 3.3 shall receive consideration in the same form and per share
amount after deduction of such Stockholder’s proportionate share of the related
expenses. Each Stockholder participating in a sale pursuant to this Section 3.3
shall agree to make or agree to the same customary representations, covenants,
indemnities and agreements as the Transferring Stockholder so long as they are
made severally and not jointly and the liabilities thereunder are borne on a pro rata basis based on the consideration to be received by
each Stockholder; provided, that any general indemnity given by the
Transferring Stockholder, applicable to liabilities not specific to the
Transferring Stockholder, to the Transferee in connection with such sale shall
be apportioned among the Stockholders participating in a sale pursuant to this
Section 3.3 according to the consideration received by each such Stockholder
and shall not exceed such Stockholder’s net proceeds from the sale; provided,
further, that any representation relating specifically to a Stockholder
and/or its ownership of the Equity Securities to be Transferred shall be made
only by that Stockholder. The fees and expenses incurred in connection with a
sale under this Section 3.3 and for the benefit of all Stockholders (it being
understood that costs incurred by or on behalf of a Stockholder for his, her or
its sole benefit will not be considered to be for the benefit of all
Stockholders), to the extent not paid or reimbursed by the Company or the
Transferee or acquiring Person, shall be shared by all the Stockholders on a pro rata basis, based on the consideration received by each
Stockholder in respect of its Equity Securities to be Transferred; provided
that no Stockholder shall be obligated to make any out-of-pocket expenditure
prior to the consummation of the transaction consummated pursuant to this
Section 3.3 (excluding de  minimis expenditures). The proposed Transfer date may be
extended beyond the date described in the Transfer Notice to the extent
necessary to obtain required approvals of 


 


14

















 


Regulatory Entities and other required approvals and
the Company and the Stockholders shall use their respective commercially
reasonable efforts to obtain such approvals.


 


(d)           If the Transferring Stockholder sells
or otherwise Transfers to the Transferee any of its Shares in breach of this Section 3.3,
then each Tag-Along Participant shall have the right to sell to each
Transferring Stockholder, and each Transferring Stockholder undertakes to
purchase from each Tag-Along Participant, the number of Shares that such
Tag-Along Participant would have had the right to sell to the Transferee
pursuant to this Section 3.3, for a per Share amount and form of
consideration and upon the terms and conditions on which the Transferee bought
such Shares from the Transferring Stockholder, but without any indemnity being
granted by any Tag-Along Participant to the Transferring Stockholder; provided
that nothing contained in this Section 3.3(d) shall preclude any
Stockholder from seeking alternative remedies against any such Transferring
Stockholder as a result of its breach of this Section 3.3.


 


3.4           Drag Along Right.


 


(a)           If one or more members of the
Principal Investor Groups propose to Transfer all of their Equity Securities,
representing more than 50% of the Voting Securities of the Company, and, for so
long as such a Transfer requires any approval hereunder, such Transfer has been
so approved, then if requested by the Stockholder(s) Transferring such Equity
Securities (the “Section 3.4 Transferring Stockholder(s)”), each
other Stockholder (each, a “Selling Stockholder”) shall be required to
sell all of the Equity Securities held by it of the same type as any of the
Equity Securities to be Transferred (or then convertible into any such type).


 


(b)           The consideration to be received by a
Selling Stockholder shall be the same form and amount of consideration per
share to be received by the Section 3.4 Transferring Stockholder(s), and
the terms and conditions of such sale shall be the same as those upon which the
Section 3.4 Transferring Stockholder(s) sells its Equity Securities. In
connection with the transaction contemplated by Section 3.4(a) (the “Drag
Transaction”), each Selling Stockholder will agree to make or agree to the
same customary representations, covenants, indemnities and agreements as the
Section 3.4 Transferring Stockholder(s) so long as they are made severally
and not jointly and the liabilities thereunder are borne on a pro rata basis based on the consideration to be received by
each Stockholder; provided, that (i) any general indemnity given
by the Section 3.4 Transferring Stockholder(s), applicable to liabilities
not specific to the Section 3.4 Transferring Stockholder(s), to the
purchaser in connection with such sale shall be apportioned among the Selling
Stockholders according to the consideration received by each Selling
Stockholder and shall not exceed such Selling Stockholder’s net proceeds from
the sale, (ii) that any representation relating specifically to a
Selling Stockholder and/or its Equity Securities shall be made only by that
Selling Stockholder, and (iii) in no event shall any Stockholder be
obligated to agree to any non-competition covenant or other similar agreement
as a condition of participating in such Transfer.


 


15

















 


(c)           The fees and expenses incurred in
connection with a sale under this Section 3.4 and for the benefit of all
Stockholders (it being understood that costs incurred by or on behalf of a
Stockholder for his, her or its sole benefit will not be considered to be for the
benefit of all Stockholders), to the extent not paid or reimbursed by the
Company or the Transferee or acquiring Person, shall be shared by all the
Stockholders on a pro rata basis, based on the
consideration received by each Stockholder in respect of its Equity Securities;
provided that no Stockholder shall be obligated to make any
out-of-pocket expenditure prior to the consummation of the transaction
consummated pursuant to this Section 3.4 (excluding de
minimis expenditures).


 


(d)           The Section 3.4 Transferring
Stockholder(s) shall provide written notice (the “Drag Along Notice”) to
each other Selling Stockholder of any proposed Drag Transaction as soon as
practicable following its exercise of the rights provided in
Section 3.4(a). The Drag Along Notice shall set forth the consideration to
be paid by the purchaser for the securities, the identity of the purchaser and
the material terms of the Drag Transaction.


 


(e)           If any holders of Equity Securities
of any class are given an option as to the form and amount of consideration to
be received in the Drag Transaction, all holders of Equity Securities of such
class must be given the same option.


 


(f)            Any Selling Stockholder whose assets
(“Plan Assets”) constitute assets of one or more employee benefit plans
and are subject to Part IV of Title I of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”), shall not be obligated to
sell to any Person to whom the sale of any Equity Securities would constitute a
non-exempt “prohibited transaction” within the meaning of ERISA or the Code, provided,
however, that if so requested by the Section 3.4 Transferring
Stockholder(s): (i) such Selling Stockholder shall have taken
commercially reasonable efforts to (x) structure its sale of Equity
Securities so as not to constitute a non-exempt “prohibited transaction” or (y)
obtain a ruling from the Department of Labor to the effect that such sale (as
originally proposed or as restructured pursuant to clause (i)(x)) does not
constitute a non-exempt “prohibited transaction” and (ii) such Selling
Stockholder shall have delivered an opinion of counsel (which opinion and
counsel are reasonably satisfactory to the Section 3.4 Transferring
Stockholder(s)) to the effect that such sale (as originally proposed or as
restructured pursuant to clause (i)(x)) would constitute a non-exempt “prohibited
transaction.”


 


(g)           Upon the consummation of the Drag
Transaction and delivery by any Selling Stockholder of the duly endorsed
certificate or certificates representing the Equity Securities held by such
Selling Stockholder to be sold together with a stock power duly executed in
blank, the acquiring Person shall remit directly to such Selling Stockholder,
by wire transfer of immediately available funds, the consideration for the
securities sold pursuant thereto.


 


16

















 


3.5           [Reserved].


 


3.6           Legend.


 


(a)           All certificates representing the
Equity Securities held by each Stockholder shall bear a legend substantially in
the following form:


 


“THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS AGREEMENT (A COPY
OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). NO TRANSFER, SALE,
ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT AND (A) PURSUANT TO A REGISTRATION
STATEMENT EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B)
PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER. THE HOLDER OF THIS
CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF
THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT.”


 


(b)           Upon the permitted sale of any Equity
Securities pursuant to (i) an effective registration statement under the
Securities Act or pursuant to Rule 144 or (ii) another exemption
from registration under the Securities Act or upon the termination of this
Agreement, the certificates representing such Equity Securities shall be
replaced, at the expense of the Company, with certificates or instruments not
bearing the legends required by this Section 3.6; provided that the
Company may condition such replacement of certificates under clause (ii) upon
the receipt of an opinion of securities counsel reasonably satisfactory to the
Company.


 


ARTICLE IV

[RESERVED]


 


17

















 


ARTICLE V

DEFINITIONS


 


5.1           Certain Definitions.


 


“Affiliate”
means, with respect to any Person, (i) any Person directly or indirectly
Controlling, Controlled by or under common Control with such Person, (ii)
any Person directly or indirectly owning or Controlling 10% or more of any
class of outstanding voting securities of such Person or (iii) any
officer, director, general partner or trustee of any such Person described in
clause (i) or (ii) (it being understood and agreed that for purposes of this
Agreement (x) each of CMC-Hertz Partners and ML Hertz Co-Investor shall
be deemed an Affiliate of Merrill and a member of Merrill’s Principal Investor
Group but not Carlyle’s or CD&R’s Principal Investor Group, and (y)
CDR CCMG Co-Investor shall be deemed an Affiliate of CD&R and a member of
CD&R’s Principal Investor Group but not Carlyle’s or Merrill’s Principal
Investor Group).


 


“Affiliate
Co-investor” means an entity not formed primarily for the purpose of making
the commitments of a Principal Investor at Closing which is an Affiliate of a
Principal Investor, any internal co-investment entity for partners, employees,
advisors and other designees of any Principal Investor or its Affiliates, an
alternative investment vehicle that is an Affiliate of a Principal Investor or
a direct or indirect wholly-owned Subsidiary of any of the foregoing.


 


“Affiliate
Tag-Along Assignor” has the meaning set forth in Section 3.3(b).


 


“Agreement”
means this Stockholders Agreement, as amended from time to time in accordance
with Section 6.8.


 


“Applicable
Law” means all applicable provisions of (i) constitutions, treaties,
statutes, laws (including the common law), rules, regulations, ordinances,
codes or orders of any Regulatory Entity, (ii) any consents or approvals
of any Regulatory Entity and (iii) any orders, decisions, injunctions,
judgments, awards, decrees of or agreements with any Regulatory Entity.


 


“Board”
has the meaning set forth in Section 2.1(a)(i).


 


“Board
Observer” has the meaning set forth in Section 2.1(f).


 


“Business
Day” means a day other than a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required to close.


 


“Carlyle”
means Carlyle Partners IV, L.P.


 


“Carlyle
Nominees” has the meaning set forth in Section 2.1(a)(i)(B).


 


“CD&R”
means Clayton, Dubilier & Rice Fund VII, L.P.


 


“CDR
CCMG Co-Investor” means CDR CCMG Co-Investor L.P. For purposes of clarity
CDR CCMG Co-Investor shall be deemed an Affiliate and Co-investment Vehicle of
CD&R but not Carlyle or Merrill.


 


18

















 


“CD&R
Nominees” has the meaning set forth in Section 2.1(a)(i)(A).


 


“CEO
Nominee” has the meaning set forth in Section 2.1(a)(i)(E).


 


“Chief
Executive Officer” means the chief executive officer of the Company.


 


“Class
I,” “Class II” and “Class III” have the meanings set forth in
Section 2.1(c).


 


“Closing”
means the closing of the acquisition of Hertz by the Company.


 


“Closing
Date” means the date of the Closing.


 


“CMC-Hertz
Partners” means CMC-Hertz Partners, L.P. and any other investment vehicle
formed in accordance with the limited partnership agreement of CMC-Hertz
Partners, L.P. For purposes of clarity CMC-Hertz Partners shall be deemed an
Affiliate and Co-investment Vehicle of Merrill but not Carlyle or CD&R.


 


“Code”
means the U.S. Internal Revenue Code of 1986, as amended.


 


“Co-investment
Vehicle” means any entity (i) formed for the purpose of, or used
exclusively or primarily for, permitting other Persons to co-invest with a
Principal Investor in the Company and (ii) Controlled by, or under
common Control with, such Principal Investor.


 


“Committees”
has the meaning set forth in Section 2.1(d).


 


“Committing
Investors” means the Principal Investors and Merrill Lynch Ventures L.P.
2001.


 


“Common
Stock” means the common stock, par value $0.01 per share, of the Company
and any securities issued in respect thereof, or in substitution therefor, in
connection with any stock split, dividend or combination, or any
reclassification, recapitalization, merger, consolidation, exchange or other
similar reorganization.


 


“Company”
has the meaning set forth in the Preamble.


 


“Competitor”
means a Person, or another Person that controls or is controlled by a Person
engaged in: (a) the short-term car and light truck (including sport
utility vehicles and, solely with respect to any Person that has operations in
Europe, light commercial vehicles in such European operations of a type rented
by Hertz or its Subsidiaries as of the date of determination) rental industry
and who had total revenue in such business in excess of $50 million for its
most recently completed fiscal year or (b) for so long as HERC (and any
Subsidiaries thereof) is a business unit of the Company, the renting of
construction, industrial and materials handling equipment used for similar
purposes as the equipment rented by HERC (and any Subsidiaries thereof) to its
customers as of the date 


 


19

















 


of determination
and who had total revenue in such business in excess of $50 million for its
most recently completed fiscal year.


 


“Control”
means the power to direct the affairs of a Person by reason of ownership of
voting securities, by contract or otherwise.


 


“Controlled
Affiliate” means, with respect to any Person, any Person directly or
indirectly Controlled by such Person; provided that the limited partners
and non-managing members of any Person that is an investment fund shall in no
event be deemed Controlled Affiliates of such fund.


 


“Controlled
Company Event” means the first date on which the Company ceases to qualify
as a “controlled company” as defined from time to time under the New York Stock
Exchange’s corporate governance listing standards.


 


“Corporate
Opportunity” has the meaning set forth in Section 2.8(d).


 


“Drag
Along Notice” has the meaning set forth in Section 3.4(d).


 


“Drag
Transaction” has the meaning set forth in Section 3.4(b).


 


“Equity
Securities” means any and all shares of Common Stock of the Company,
securities of the Company convertible into, or exchangeable or exercisable for,
such shares, and options, warrants or other rights to acquire such shares.


 


“ERISA”
has the meaning set forth in Section 3.4(f).


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to
time, and the rules and regulations promulgated thereunder.


 


“Fair
Market Value” means with respect to any non-cash consideration, the fair
market value of such non-cash consideration as determined in good faith by the
Board.


 


“Grantor
Trust” means the portion of a trust where it is specified in Sections
672-679 of the Code that the grantor of such trust or another person shall be
treated as the owner of such portion of such trust.


 


“Group”
has the meaning assigned to such term in Section 13(d)(3) of the Exchange Act.


 


“Hertz”
has the meaning set forth in the Recitals.


 


“Independent
Director” means an “independent director” as such term is defined from time
to time in the New York Stock Exchange’s corporate governance listing
standards.


 


20

















 


“Information”
means all information, whether written or oral or in electronic or other form
and whether prepared by the Company, its advisers or otherwise, (i)
about the Company or any of its Subsidiaries that is or has been furnished to
any Stockholder or any of its Representatives by or on behalf of the Company or
any of its Subsidiaries, or any of their respective Representatives, (ii)
supplied by the Company, Ford Holdings, LLC, Hertz or the other Stockholders in
connection with the acquisition of Hertz, and (iii) all written or
electronically stored documentation prepared by such Stockholder or its
Representatives based on or reflecting, in whole or in part, any such
information; provided that the term “Information” does not include any
information that (x) is or becomes generally available to the public
through no action or omission by any Stockholder or its Representatives or (y)
is or becomes available to such Stockholder on a nonconfidential basis from a
source, other than the Company or any of its subsidiaries, or any of their
respective Representatives, that to the best of such Stockholder’s knowledge,
after reasonable inquiry, is not prohibited from disclosing such portions to
such Stockholder by a contractual, legal or fiduciary obligation.


 


“Investor
Nominees” has the meaning set forth in Section 2.1(a)(i)(C).


 


“IPO”
means the initial Public Offering of the Company.


 


“Majority
Approval” means the prior approval of a majority of the Investor Nominees
then in office in writing or at a duly called meeting of the Board.


 


“Mandatory
Distribution” means with respect to a Stockholder, any liquidation of, or
distribution with respect to an equity interest in, such Stockholder (including
but not limited to any distribution by a Stockholder to one or more of its
limited partners) that is (i) required by Applicable Law, (ii)
made solely to any limited partner of the Stockholder that is withdrawing from
such Stockholder in connection with a Regulatory Problem or (iii)
required under the organizational documents or governing agreements of such
Stockholder, provided that any general partner, managing member, board
of directors or similar governing body of such Stockholder (including in
connection with any determination such Person has made that resulted in such
requirement under such documents or agreement), and its equityholders, have
taken all reasonable efforts to avoid such required liquidation or distribution.


 


“Merrill”
means ML Global Private Equity Fund, L.P.


 


“Merrill
Nominees” has the meaning set forth in Section 2.1(a)(i)(C).


 


“MLGP”
has the meaning set forth in Section 2.7.


 


“ML
Hertz Co-Investor” means ML Hertz Co-Investor, L.P. and any other investment
vehicle formed in accordance with the limited partnership agreement of 


 


21

















 


ML Hertz
Co-Investor, L.P. For purposes of clarity ML Hertz Co-Investor, L.P. shall be
deemed an Affiliate and Co-investment Vehicle of Merrill but not Carlyle or
CD&R.


 


“Necessary
Action” means, with respect to a specified result, all actions (to the
extent permitted by Applicable Law) necessary to cause such result, including (i)
voting or providing written consent or proxy with respect to Voting Securities,
(ii) calling and attending meetings in person or by proxy for purposes
of obtaining a quorum and causing the adoption of stockholders’ resolutions and
amendments to the Company’s certificate of incorporation or by-laws, (iii)
causing members of the Board (to the extent such members were nominated or
designated by the Person obligated to undertake the Necessary Action, and
subject to any fiduciary duties that such members may have as directors of the
Company) to act in a certain manner or causing them to be removed in the event
they do not act in such a manner, (iv) executing agreements and
instruments and (v) making, or causing to be made, with Regulatory
Entities all filings, registrations or similar actions that are required to
achieve such result.


 


“Original
Agreement” has the meaning set forth in the Recitals.


 


“Original
Shares” has the meaning set forth in Section 2.6 (i).


 


“Permitted
Transferee” means as to any Stockholder: (i) the owners of such
Stockholder in connection with a Mandatory Distribution or, subject to
Unanimous Investor Approval on or prior to the eighth anniversary of the
Closing, any other liquidation of, or a distribution with respect to an equity
interest in, such Stockholder (including but not limited to any distribution by
a Stockholder to its limited partners); or (ii) an Affiliate (other than
any “portfolio company” described below) or any Co-investment Vehicle of such
Stockholder; provided, that in no event shall (x) any “portfolio
company” (as such term is customarily used among institutional investors) of
any Stockholder or any entity Controlled by any portfolio company of any
Stockholder or (y) any Competitor constitute a “Permitted Transferee”. Any
Stockholder shall also be a Permitted Transferee of the Permitted Transferees
of itself.


 


“Person”
means any individual, corporation, limited liability company, limited or
general partnership, joint venture, association, joint-stock company, trust,
unincorporated organization, government or any agency or political subdivisions
thereof or any Group comprised of two or more of the foregoing.


 


“Plan
Assets” has the meaning set forth in Section 3.4(f).


 


“Principal
Investor Group” means, with respect to any Principal Investor, such
Principal Investor and its Affiliates, Affiliate Co-Investors and Co-investment
Vehicles.


 


“Principal
Investors” means Carlyle, CD&R and Merrill.


 


22

















 


“Prohibited Transaction” means (i) any
Transfer of Equity Securities to a natural person or an organization described
in the second sentence of Section 542(a)(2) of the Code, (ii) any
Transfer of Equity Securities to a Person classified, for U.S. Federal income
tax purposes, as a partnership, that, following such Transfer, would own more
than 3% of the outstanding Equity Securities, unless the transferor of such
Equity Securities first obtains a written representation from the proposed
Transferee for the benefit of the other Stockholders and the Company that, to
the knowledge of such proposed Transferee after due inquiry, no natural person
is the beneficial owner of an interest as a member of such proposed Transferee
for U.S. Federal income tax purposes and (iii) any Transfer of
Equity Securities to a Person that (w) violates applicable securities
laws or the Hart-Scott-Rodino Antitrust Improvements Act of 1976 or would cause
the Company to be in violation of any Applicable Law, (x) would result
in the assets of the Company constituting Plan Assets, (y) would, to the
knowledge of the transferor of such Equity Securities after due inquiry, result
in the Company’s meeting the stock ownership requirement of Section 542(a)(2) of
the Code or (z) would cause the Company to be Controlled by or under
common Control with an “investment company” for purposes of the Investment
Company Act of 1940, as amended.  For
purposes of clauses (i) and (ii) of the immediately preceding
sentence, any entity that is classified as a disregarded entity or any Grantor
Trust for U.S. Federal income tax purposes shall be disregarded, but a Person
that owns an interest as a member of an entity that is classified as a
partnership for such purposes (an upper-tier partnership), which upper-tier
partnership owns an interest as a member of a second entity that is classified
as a partnership for such purposes (a lower-tier partnership), shall not be
considered the beneficial owner of an interest as a member of such lower-tier
partnership as a result of such Person’s owning an interest as a member of such
upper-tier partnership.


 


“Pro Rata Portion” means, with respect to the
Transferring Stockholder or any Tag-Along Participant, with respect to any
proposed Transfer, on the applicable Transfer date, the number of Shares equal
to the product of (i) the total number of Shares to be Transferred
to the proposed Transferee and (ii) the fraction determined by
dividing (A) the total number of Shares owned by such Transferring
Stockholder or Tag-Along Participant (as applicable) as of such date plus the
number of Shares owned by all Affiliate Tag-Along Assignors of such Person by (B) the
total number of Shares owned by the Transferring Stockholder and all Tag-Along
Participants and their respective Affiliate Tag-Along Assignors as of such
date.


 


“Public Offering” means an offering of Common
Stock pursuant to a registration statement filed in accordance with the
Securities Act.


 


“Qualified Co-investment Transferee” means any
of (A) an Affiliate Co-investor, (B) a Co-investment
Vehicle or (C) subject to the written consent of each of the other
Principal Investors, such consent not to be unreasonably withheld or delayed,
another reputable institutional investor.


 


23

















 


“Registration Rights Agreement” means the
registration rights agreement, dated as of December 21, 2005 among the
Company and the Stockholders, as amended as of the date hereof.


 


“Regulatory Entity” means any federal, state,
local or foreign court, legislative, executive or regulatory authority or
agency, including (without limitation) any exchange upon which equity
securities of the Company are listed.


 


“Regulatory Problem” shall mean (i) a
reasonable likelihood that all or any part of a Stockholder’s assets would be
deemed to be “plan assets” for purposes of ERISA or (ii) a change
in the statute or regulation that authorizes or governs the investment by an
equityholder of a Stockholder in such Stockholder that makes investing in the
Stockholder illegal for such equityholder.


 


“Representatives” means with respect to any
Person, any of such Person’s, or its Affiliates’, directors, officers,
employees, general partners, Affiliates, direct or indirect shareholders,
members or limited partners, attorneys, accountants, financial and other
advisers, and other agents and representatives, including in the case of any
Principal Investor any person nominated to the Board or a Committee by such
Principal Investor.


 


“Rule 144” means Rule 144 under the
Securities Act (or any successor rule).


 


“Section 3.4 Transferring Stockholder” has
the meaning set forth in Section 3.4(a).


 


“Securities Act” means the Securities Act of
1933, as amended from time to time, and the rules and regulations
promulgated thereunder.


 


“Selling Stockholder” has the meaning set forth
in Section 3.4(a).


 


“Shares” means issued and outstanding shares of
Common Stock.


 


“Specified Affiliate” means, with respect to
any Person, any other Person that (i) was not formed for the
purpose of effecting a Transfer of Equity Securities hereunder and (ii) is
directly or indirectly controlling, controlled by or under common control with
such Person, provided that solely for purposes of this definition, “control”
shall mean the beneficial ownership, directly or indirectly, of a majority of
the pecuniary interests in the equity securities of such Person (determined in
accordance with Rule 16a-1 under the Exchange Act) and a majority of the
voting securities of such Person (determined in accordance with Rule 13d-3
under the Exchange Act).


 


“Stockholder Group Member” has the meaning set
forth in Section 2.8(d).


 


“Stockholders” means (i) the
Stockholders of the Company that are parties to this Agreement and (ii) any
other holder of any Equity Securities that becomes a party to this


 


24

















 


Agreement after the date and pursuant to the terms
hereof; provided that any Person shall cease to be a Stockholder if it
no longer is the holder of any Equity Securities.


 


“Subsidiary” means each Person in which a
Person owns or controls, directly or indirectly, capital stock or other equity
interests representing more than 50% of the outstanding capital stock or other
equity interests.


 


“Tag-Along Participants” has the meaning set
forth in Section 3.3(a).


 


“Tag Percentage” has the meaning set forth in Section 3.3(a).


 


“Transfer” means, directly or indirectly, to
sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of,
either voluntarily or involuntarily, or to enter into any contract, option or
other arrangement or understanding with respect to the sale, transfer,
assignment, pledge, encumbrance, hypothecation or similar disposition of, any
shares of Equity Securities owned by a Person or any interest (including but
not limited to a beneficial interest) in any shares of Equity Securities owned
by a Person.


 


“Transferee” means any Person to whom any
Stockholder or any Transferee thereof Transfers Equity Securities of the
Company in accordance with the terms hereof.


 


“Transfer Notice” has the meaning set forth in Section 3.3(a).


 


“Transferred Securities” has the meaning set
forth in Section 3.3(a).


 


“Transferring Stockholder” has the meaning set
forth in Section 3.3(a).


 


“Unanimous Investor Approval” means, subject to
Section 2.6, the prior approval of all Investor Nominees, or if under
consideration at a duly called meeting of the Board, all Investor Nominees
present at such meeting, provided that includes at least one Investor Nominee
of each of the Principal Investors.


 


“Voting Securities” means, at any time, shares
of any class of Equity Securities of the Company, which are then entitled to
vote generally in the election of directors.


 


5.2           Terms
Generally.  The words “hereby”, “herein”,
“hereof”, “hereunder” and words of similar import refer to this Agreement as a
whole (including the Exhibits and Annexes hereto) and not merely to the
specific section, paragraph or clause in which such word appears.  All references herein to Articles, Sections,
Exhibits and Annexes and Schedules shall be deemed references to Articles and
Sections of, and Exhibits and Annexes to, this Agreement unless the context
shall otherwise require.  The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without
limitation”.  The definitions given for
terms in this Article V and elsewhere in this Agreement shall apply
equally to both the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun
shall include the corresponding


 


25

















 


masculine,
feminine and neuter forms.  References
herein to any agreement or letter shall be deemed references to such agreement
or letter as it may be amended, restated or otherwise revised from time to
time.


 


ARTICLE VI

MISCELLANEOUS


 


6.1           Termination.  Subject to the early termination of any provision
as a result of an amendment to this Agreement agreed to by the Company and the
Stockholders as provided under Section 6.8:


 


(a)           the
provisions of Article II shall, with respect to each Stockholder,
terminate as provided in Section 2.6;


 


(b)           the
provisions of Section 3.4 shall terminate upon the Principal Investors
ceasing to own at least 50% of the Voting Securities of the Company


 


(c)           the
provisions of Article III (other than Section 3.4) shall terminate
upon the Principal Investors ceasing to own (in the aggregate) at least 5% of
the Voting Securities of the Company; and


 


(d)           all
other provisions of this Agreement shall survive its termination.


 


Nothing in this Agreement shall relieve any party from
any liability for the breach of any obligations set forth in this Agreement.


 


6.2           Publicity.  Unless otherwise required by Applicable Law,
no Stockholder (other than the Principal Investors, provided that the
Principal Investors have previously coordinated) may issue any press release
concerning the Company or its Subsidiaries without the prior consent of each of
the Principal Investors.


 


6.3           Confidentiality.  Each party hereto agrees to, and shall cause
its Representatives to, keep confidential and not divulge any Information, and
to use, and cause its Representatives to use, such Information only in
connection with the operation of the Company and its Subsidiaries; provided
that nothing herein shall prevent any party hereto from disclosing such
Information (a) upon the order of any court or administrative
agency, (b) upon the request or demand of any regulatory agency or
authority having jurisdiction over such party, (c) to the extent
compelled by legal process or required or requested pursuant to subpoena,
interrogatories or other discovery requests, (d) to the extent
necessary in connection with the exercise of any remedy hereunder, (e) to
other Stockholders, (f) to such party’s Representatives that in the
reasonable judgment of such party need to know such Information or (g) to
any potential Qualified Co-Investment Transferee or Permitted Transferee in
connection with a proposed Transfer of Equity Securities from such Stockholder
as long as such transferee agrees to be bound by the


 


26

















 


provisions
of this Section 6.3 as if a Stockholder, provided  further that, in the case of clause (a), (b) or (c), such
party shall notify the other parties hereto of the proposed disclosure as far
in advance of such disclosure as practicable and use reasonable efforts to
ensure that any Information so disclosed is accorded confidential treatment,
when and if available.


 


6.4           Compliance.


 


(a)           The
Stockholders shall not approve the retention by the Company or any of its
Subsidiaries of, and shall cause the Company and its Subsidiaries not to
retain, the independent accountants of any Principal Investor (or of any
Principal Investor’s ultimate parent entity) for non-audit services without the
prior written consent of such Principal Investor.  If required by the Sarbanes-Oxley Act of
2002, as amended, so as not to impair the independence of the auditor of any
Principal Investor, the Stockholders shall cause the Company and its
Subsidiaries to discontinue and restrict certain relationships (as set forth in
such Act) between the Company and its Subsidiaries and the auditor of such
Principal Investor.


 


(b)           The
Stockholders shall cooperate in good faith to procure that the Company take
such necessary action and exercise all necessary powers so that the Company and
its Subsidiaries are compliant with the provisions of the Sarbanes-Oxley Act of
2002, as amended, and all other applicable securities laws and listing exchange
requirements.


 


6.5           Restrictions
on Other Agreements; Conflicts.


 


(a)           Following
the date hereof, no Stockholder shall enter into or agree to be bound by any
stockholder agreements or arrangements of any kind with any Person with respect
to any Equity Securities except the Registration Rights Agreement or agreements
with respect to any sale or other transfer of Equity Securities permitted
hereby or other matters as expressly permitted hereunder.  A Principal Investor may enter into any
stockholder agreement or arrangements with a member of its Principal Investor
Group.


 


(b)           Each
of the parties covenants and agrees to vote their Voting Securities and to take
any other action reasonably requested by the Company or any Stockholder to
amend the Company’s by-laws or certificate of incorporation so as to avoid any
conflict with the provisions hereof.


 


6.6           Further
Assurances.  Each party hereto shall
do and perform or cause to be done and performed all such further acts and
things, and shall execute and deliver all such further agreements,
certificates, instruments and documents, as any other party hereto reasonably
may request in order to carry out the provisions of this Agreement and the
consummation of the transactions contemplated hereby.


 


27

















 


6.7           No
Recourse; No Stockholder Duties.


 


(a)           Notwithstanding
anything to the contrary in this Agreement, the Company and each Stockholder
agrees and acknowledges that no recourse under this Agreement or any documents
or instruments delivered in connection with this Agreement, shall be had
against any current or future director, officer, employee, general or limited
partner or member of any Stockholder or of any Affiliate or assignee thereof,
whether by the enforcement of any assessment or by any legal or equitable
proceeding, or by virtue of any statute, regulation or other Applicable Law, it
being expressly agreed and acknowledged that no personal liability whatsoever
shall attach to, be imposed on or otherwise be incurred by any current or
future officer, agent or employee of any Stockholder or any current or future
member of any Stockholder or any current or future director, officer, employee,
partner or member of any Stockholder or of any Affiliate or assignee thereof,
as such for any obligation of any Stockholder under this Agreement or any
documents or instruments delivered in connection with this Agreement for any
claim based on, in respect of or by reason of such obligations or their
creation.


 


(b)           The
Stockholders agree, notwithstanding anything to the contrary in any other
agreement or at law or in equity, that when any Stockholder takes any action
under this Agreement to give or withhold its consent, or when any Principal
Investor takes any action under this Agreement to give or withhold its consent,
such Stockholder or Principal Investor, as applicable, shall have no duty
(fiduciary or other) to consider the interests of the Company or the other
Stockholders or Principal Investors and may act exclusively in its own interest
and shall have no duty to act in good faith; provided that the foregoing
shall in no way affect the obligations of the parties hereto to comply with the
provisions of this Agreement.


 


6.8           Amendment;
Waivers, etc.  This Agreement may be
amended, and the Company may take any action herein prohibited, or omit to
perform any act herein required to be performed by it, only if any such
amendment, action or omission to act, has been approved by Stockholders holding
in excess of 50% of the then-outstanding Voting Securities held by all of the
Stockholders in the aggregate and such amendment, action or omission to act has
received Unanimous Investor Approval, provided that this Agreement may
not be amended in a manner adversely affecting the rights or obligations of any
Stockholder which does not adversely affect the rights or obligations of all
similarly situated Stockholders in the same manner without the consent of such
Stockholder.  The failure of any party to
enforce any of the provisions of this Agreement shall in no way be construed as
a waiver of such provisions and shall not affect the right of such party
thereafter to enforce each and every provision of this Agreement in accordance
with its terms.  Any Stockholder may
waive (in writing) the benefit of any provision of this Agreement with respect
to itself for any purpose.  Any such
waiver shall constitute a waiver only with respect to the specific matter
described in such writing and


 


28

















 


shall
in no way impair the rights of the Stockholder granting such waiver in any
other respect or at any other time.


 


6.9           Assignment.  Neither this Agreement nor any right or
obligation arising under this Agreement may be assigned by any party without
the prior written consent of the other parties, provided that any Principal
Investor may assign all or a portion of its rights (but not its obligations)
hereunder to any member of its Principal Investor Group that is or becomes a
Stockholder.


 


6.10         Binding
Effect.  This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective heirs, successors and permitted assigns; provided that the
Company shall have no right to enforce Section 3.1(b)(ii)(solely with
respect to clause (i) of the definition of Prohibited Transaction) or Section 3.1(e).


 


6.11         No
Third Party Beneficiaries.  Nothing
in this Agreement shall confer any rights upon any Person other than the
parties hereto and each such party’s respective heirs, successors and permitted
assigns.


 


6.12         Notices.  All notices, requests, demands, waivers and
other communications required or permitted to be given under this Agreement
shall be in writing and shall be deemed to have been duly given if (a) delivered
personally, (b) mailed, certified or registered mail with postage
prepaid, (c) sent by reputable overnight courier or (d) sent
by fax (provided a confirmation copy is sent by one of the other methods set
forth above), as follows (or to such other address as the party entitled to
notice shall hereafter designate in accordance with the terms hereof):


 


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

Facsimile:  (201) 594-3122


 


with a
copy to (which shall not constitute notice) each of the Principal Investors and
their counsel at the address listed below:


 


If to CD&R, to it at:


 


Clayton, Dubilier &
Rice Fund VII, L.P.

1403 Foulk Road, Suite 106

Wilmington, Delaware 19803

Attention:  Mr. David H.
Wasserman


Facsimile:  (302) 427-7398


 


29

















 


with a
copy to (which shall not constitute notice):


 


Clayton, Dubilier &
Rice, Inc.

375 Park Avenue

18th Floor

New York, New York 10152

Attention:  Mr. David H.
Wasserman

Facsimile:  (212) 893-7061


 


with a copy to (which shall not constitute notice):


 


Debevoise &
Plimpton LLP

919 Third Avenue

New York, New York 10022

Attention:  Franci J. Blassberg, Esq.

Facsimile:  (212) 909-6836


 


If to Carlyle, to it at:


 


Carlyle Partners
IV, L.P.

c/o The Carlyle Group

1001 Pennsylvania Avenue, NW

Suite 220 South

Washington DC 20004-2505

Attention:  Mr. Gregory S.
Ledford

Facsimile:  (202) 347-1818


 


with a copy to (which shall not constitute notice):


 


Latham &
Watkins LLP

555 Eleventh Street, NW

Suite 1000

Washington, DC 20004-1304

Attention:  Daniel T. Lennon, Esq. &


David S. Dantzic, Esq.


Facsimile:  (202) 637-2201


 


If to Merrill, to it at:


 


ML Global Private
Equity Fund, L.P.

c/o Merrill Lynch Global Private Equity

4 World Financial Center, 23rd Floor


New York, NY 10080

Attention:  Mr. George A.
Bitar &


Mr. Robert F. End


Facsimile:  (212) 449-1119


 


30

















 


with a copy to (which shall not constitute notice):


 


Wachtell Lipton,
Rosen & Katz

51 West 52nd Street

New York, New York 10019

Attention:  Andrew R. Brownstein, Esq. &


Gavin D. Solotar, Esq.


Facsimile:  (212) 403-2000


 


If to any other Stockholder, to its address set forth
on the signature page of such Stockholder to this Agreement with a copy
(which shall not constitute notice) to any party so indicated thereon.  All such notices, requests, demands, waivers
and other communications shall be deemed to have been received (w) if by
personal delivery, on the day delivered, (x) if by certified or
registered mail, on the fifth Business Day after the mailing thereof, (y)
if by overnight courier, on the day delivered, or (z) if by fax, on the
day delivered.


 


6.13         Severability.  Any term or provision of this Agreement which
is invalid, illegal or unenforceable in any jurisdiction shall, as to that
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without rendering invalid, illegal or unenforceable the
remaining terms and provisions of this Agreement or affecting the validity,
illegality or enforceability of any of the terms or provisions of this
Agreement in any other jurisdiction.  If
any provision of this Agreement is so broad as to be unenforceable, the
provision shall be interpreted to be only so broad as is enforceable.  Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the Parties
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the Parties as closely as possible in a mutually acceptable
manner in order that the transactions contemplated herein are consummated as originally
contemplated to the fullest extent possible.


 


6.14         Headings.  The headings contained in this Agreement are
for purposes of convenience only and shall not affect the meaning or
interpretation of this Agreement.


 


6.15         Entire
Agreement.  This Agreement
constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter hereof.


 


6.16         Governing
Law.  This Agreement will be governed
by and construed in accordance with the laws of the State of New York
(regardless of the laws that might


 


31

















 


otherwise
govern under applicable principles or rules of conflicts of law to the
extent such principles or rules are not mandatorily applicable by statute
and would require the application of the laws of another jurisdiction).


 


6.17         Consent
to Jurisdiction.  Each party
irrevocably submits to the exclusive jurisdiction of (a) the
Supreme Court of the State of New York, New York County, and (b) the
United States District Court for the Southern District of New York, for the
purposes of any suit, action or other proceeding arising out of this Agreement
or any transaction contemplated hereby (and agrees not to commence any such
suit, action or other proceeding except in such courts).  Each party further agrees that service of any
process, summons, notice or document by U.S. registered mail to such party’s
respective address set forth or referred to in Section 6.12 shall be
effective service of process for any such suit, action or other
proceeding.  Each party irrevocably and
unconditionally waives any objection to the laying of venue of any such suit,
action or other proceeding in (i) the Supreme Court of the State of
New York, New York County, and (ii) the United States District
Court for the Southern District of New York, that any such suit, action or
other proceeding brought in any such court has been brought in an inconvenient
forum.


 


6.18         Waiver
of Jury Trial.  Each party hereby waives,
to the fullest extent permitted by Applicable Law, any right it may have to a
trial by jury in respect of any suit, action or other proceeding arising out of
this Agreement or any transaction contemplated hereby.  Each party (a) certifies and
acknowledges that no representative, agent or attorney of any other party has
represented, expressly or otherwise, that such other party would not, in the
event of litigation, seek to enforce the foregoing waiver, and (b) acknowledges
that it understands and has considered the implications of this waiver and
makes this waiver voluntarily, and that it and the other parties have been
induced to enter into the Agreement by, among other things, the mutual waivers
and certifications in this Section 6.18.


 


6.19         Enforcement.  Each party hereto acknowledges that money
damages would not be an adequate remedy in the event that any of the covenants
or agreements in this Agreement are not performed in accordance with its terms,
and it is therefore agreed that in addition to and without limiting any other
remedy or right it may have, the non-breaching party will have the right to an
injunction, temporary restraining order or other equitable relief in any court
of competent jurisdiction enjoining any such breach and enforcing specifically
the terms and provisions hereof.  In the
event that the Company or one or more Principal Investors shall file suit to
enforce the covenants contained in this Agreement (or obtain any other remedy
in respect of any breach thereof), the prevailing party in the suit shall be
entitled to recover, in addition to all other damages to which it may be
entitled, the costs incurred by such party in conducting the suit, including,
without limitation, reasonable attorney’s fees and expenses.


 


6.20         Certain
Relationships.  Except as otherwise
specifically provided herein, including pursuant to Section 2.7, nothing
in this Agreement shall be construed as


 


32

















 


precluding
Merrill Lynch, Pierce, Fenner & Smith Incorporated or any of Merrill’s
other Affiliates from having acted or acting in the future as a financial
advisor, corporate broker, underwriter or in any other capacity for the Company
(or any of its Affiliates or beneficial owners) or for any other Person, for separate
consideration as may be set forth in a separate engagement letter or other
agreement among the relevant parties. 
Furthermore, nothing in this Agreement shall be construed as obliging
Merrill Lynch, Pierce, Fenner & Smith Incorporated or any of Merrill’s
other Affiliates to act on behalf of, or perform any services for, the Company,
or any of its subsidiaries, Affiliates or beneficial owners, for any purpose
whatsoever (whether specifically set forth herein or otherwise) without the
negotiation of a separate engagement letter or other written agreement with
respect to such actions or services among the relevant parties.


 


6.21         Counterparts;
Facsimile Signatures.  This Agreement
may be executed in any number of counterparts, each of which shall be an original,
but all of which together shall constitute one instrument.  This Agreement may be executed by facsimile signature(s).


 


33

















 


IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement by their authorized representatives as of the date
first above written.


 


 


	
   

  	
  HERTZ GLOBAL HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CLAYTON, DUBILIER & RICE FUND VII, L.P.

  
	
   

  	
  By: CD&R Associates VII, Ltd., its general
  partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CDR CCMG CO-INVESTOR L.P.

  
	
   

  	
  By: CDR CCMG Co-Investor GP Limited, its general
  partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Notice Address:

  CDR CCMG Co-Investor L.P.

  c/o M&C Corporate Services Limited

  P.O. Box 309GT

  Ugland House

  South Church Street

  George Town, Grand Cayman

  Cayman Islands, British West Indies

  Facsimile: (345) 949-8080

  	
   

  	
   

  	
  with a copy to (which
  shall not constitute notice):
Clayton, Dubilier &
  Rice, Inc.
375 Park Avenue
18th Floor
New York, New York 10152
Attention: Mr. David H. Wasserman
Facsimile: (212) 893-7061

  

  with a copy to (which shall not
  constitute notice):
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022

  Attention:
  Franci J. Blassberg, Esq.
Facsimile: (212) 909-6836

  
						



 


34

















 


	
   

  	
  CD&R Parallel Fund
  VII, L.P.

  
	
   

  	
  By: CD&R Parallel Fund
  Associates VII, Ltd.,

  
	
   

  	
  the General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Notice Address
CD&R
  Parallel Fund VII, L.P.
1403 Foulk
  Road, Suite 106
Wilmington,
  Delaware 19803
Attention:
  Mr. David H. Wasserman
Facsimile:
  (302) 427-7398

  	
   

  	
   

  	
  with a copy to (which shall not
  constitute notice):
Clayton,
  Dubilier & Rice, Inc.
375 Park
  Avenue
18th Floor
New York,
  New York 10152
Attention:
  Mr. David H. Wasserman
Facsimile:
  (212) 893-7061

  

  with a copy to (which shall not constitute notice):
Debevoise &
  Plimpton LLP
919 Third
  Avenue
New York,
  New York 10022
Attention:
  Franci J. Blassberg, Esq.
Facsimile:
  (212) 909-6836

  



 


35

















 


	
   

  	
  CARLYLE PARTNERS IV, L.P.

  
	
   

  	
  By:

  	
  TC Group IV, L.P., its general partner

  
	
   

  	
   

  	
  By:

  	
  TC Group IV, L.L.C., its general partner

  
	
   

  	
   

  	
  By:

  	
  TC Group, L.L.C., its sole member

  
	
   

  	
   

  	
  By:

  	
  TCG Holdings, L.L.C., its managing

  
	
   

  	
   

  	
  member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CP IV COINVESTMENT, L.P.

  
	
   

  	
  By:

  	
  TC Group IV, L.P., its general partner

  
	
   

  	
   

  	
  By:

  	
  TC Group IV, L.L.C., its general partner

  
	
   

  	
   

  	
  By:

  	
  TC Group, L.L.C., its sole member

  
	
   

  	
   

  	
   

  	
  By:

  	
  TCG Holdings, L.L.C., its managing

  
	
   

  	
   

  	
   

  	
  member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Notice Address
CP IV Coinvestment, L.P.
c/o The Carlyle Group
1001 Pennsylvania Avenue, NW
Suite 220 South
Washington DC 20004-2505
Attention: Mr. Gregory S. Ledford
Facsimile: (202) 347-1818

  	
   

  	
   

  	
  with a copy to (which
  shall not constitute notice):
Latham & Watkins LLP
555 Eleventh Street, NW
Suite 1000
Washington, DC 20004-1304
Attention: Daniel T. Lennon, Esq.

  David S. Dantzic, Esq.

  Facsimile: (202) 637-2201

  
													



 


36

















 


	
   

  	
  CEP II U.S. INVESTMENTS, L.P.

  
	
   

  	
  By:

  	
  CEP II GP, L.P., its general partner

  
	
   

  	
   

  	
  By:

  	
  Carlyle Investment GP Corp., its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Notice Address
CEP II U.S. Investments, L.P.
c/o The Carlyle Group
1001 Pennsylvania Avenue, NW
Suite 220 South
Washington DC 20004-2505
Attention: Mr. Gregory S. Ledford
Facsimile: (202) 347-1818

  	
   

  	
  with a copy to (which
  shall not constitute notice):
Latham & Watkins LLP
555 Eleventh Street, NW
Suite 1000
Washington, DC 20004-1304
Attention: Daniel T. Lennon, Esq.

  David S. Dantzic, Esq.

  Facsimile: (202) 637-2201

  



 


 


	
   

  	
  CEP II PARTICIPATIONS S.à.r.l SICAR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Notice Address
CEP II Participations S.à.r.l SICAR
c/o The Carlyle Group
1001 Pennsylvania Avenue, NW
Suite 220 South
Washington DC 20004-2505
Attention: Mr. Gregory S. Ledford
Facsimile: (202) 347-1818

  	
   

  	
  with a copy to (which
  shall not constitute notice):
Latham & Watkins LLP
555 Eleventh Street, NW
Suite 1000
Washington, DC 20004-1304
Attention: Daniel T. Lennon, Esq.

  David S. Dantzic, Esq.

  Facsimile: (202) 637-2201

  
					



 


37

















 


	
   

  	
  ML GLOBAL PRIVATE EQUITY FUND, L.P.

  
	
   

  	
  By:

  	
  MLGPE LTD, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


 


	
   

  	
  MERRILL LYNCH VENTURES L.P. 2001

  
	
   

  	
  By:

  	
  Merrill Lynch Ventures, LLC, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


 


	
  Notice Address
Merrill Lynch Ventures L.P. 2001
c/o Merrill Lynch Global Private
  Equity
4 World Financial Center, 23rd Floor
New York, NY 10080
Attention: Mr. George A.
  Bitar &
Mr. Robert F. End
Facsimile: (212) 449-1119

  	
   

  	
  with a copy to (which
  shall not constitute notice):
Wachtell Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Attention: Andrew R.
  Brownstein, Esq. & Gavin D.

  Solotar, Esq.

  Facsimile:
  (212) 403-2000

  



 


 


	
   

  	
  ML HERTZ CO-INVESTOR, L.P.

  
	
   

  	
  By:

  	
  ML Hertz Co-Investor GP, L.L.C., its general

  
	
   

  	
  partner

  
	
   

  	
   

  	
  By:

  	
  ML Global Private Equity Fund, L.P., as sole member

  
	
   

  	
   

  	
  By:

  	
  MLGPE LTD, its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  Notice Address
ML Hertz Co-Investor, L.P.
c/o Merrill Lynch Global Private
  Equity
4 World Financial Center, 23rd Floor
New York, NY 10080
Attention: Mr. George A.
  Bitar & Mr. Robert F. End
Facsimile: (212) 449-1119

  	
   

  	
  with a copy to (which
  shall not constitute notice):
Wachtell, Lipton, Rosen &
  Katz
51 W. 52nd Street
New York, NY 10019
Attention: Andrew R.
  Brownstein, Esq. & Gavin D.

  Solotar, Esq.

  Facsimile:
  (212) 403-2000

  



 


38

















 


	
   

  	
  CMC-HERTZ PARTNERS, L.P.

  
	
   

  	
  By:

  	
  CMC-Hertz General Partner, L.L.C., its general
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Notice Address
CMC Hertz Partners, L.P.

  c/o
  Carlyle-Hertz GP, L.P
c/o The Carlyle Group
1001 Pennsylvania Avenue, N.W.
Suite 220 South
Washington, D.C. 20004

  Attention: Mr. Gregory S. Ledford

  Facsimile: (202) 347-1818

  

  With a copy to (which shall not
  constitute notice):
Latham & Watkins LLP
555 Eleventh Street, NW
Suite 1000
Washington, DC 20004-1304
Attention:Daniel T. Lennon, Esq.

  David S. Dantzic, Esq.

  Facsimile: (202) 637-2201

  	
   

  	
   

  	
  With a copy to (which
  shall not constitute notice):
Merrill Lynch Global Private Equity
4 World Financial Center, 23rd Floor
New York, NY 10080
Attention: Mr. George A.
  Bitar & Mr. Robert F. End
Facsimile: (212) 449-1119

  

  With a copy to (which shall not
  constitute notice):
Wachtell, Lipton, Rosen &
  Katz
51 W. 52nd Street
New York, NY 10019
Attention: Andrew R.
  Brownstein, Esq. & Gavin D. Solotar, Esq.

  Facsimile:
  (212) 403-2000

  

  With a copy to (which shall not
  constitute notice):

  CD&R
  Associates VII, L.P.
c/o M&C Corporate Services Limited

  P.O. Box 309GT

  Ugland House

  South Church Street

  George Town, Grand Cayman

  Cayman Islands, British West Indies

  Facsimile: (345) 949-8080

  

  With a copy to (which shall not
  constitute notice):
Clayton, Dubilier &
  Rice, Inc.
375 Park Avenue
18th Floor
New York, New York 10152
Attention: Mr. David H. Wasserman
Facsimile: (212) 893-7061

  

  With a copy to (which shall not
  constitute notice):
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022

  Attention:
  Franci J. Blassberg, Esq.
Facsimile: (212) 909-6836

  
						



 


39