Exhibit 10.3
Employee Stock Option Agreement
This Employee Stock Option Agreement, dated as of August 15, 2006, between Hertz
Global Holdings, Inc., a Delaware corporation, and the Employee whose name
appears on the signature page hereof, is being entered into pursuant to the
Hertz Global Holdings, Inc. Stock Incentive Plan.
The meaning of capitalized
terms may be found in Section 7.
The Company and the Employee hereby agree as follows:
SECTION 1.
GRANT OF OPTIONS
(A)
CONFIRMATION OF GRANT.
THE COMPANY HEREBY EVIDENCES AND CONFIRMS,
EFFECTIVE AS OF THE DATE HEREOF, ITS GRANT TO THE EMPLOYEE OF OPTIONS TO
PURCHASE THE NUMBER OF COMMON SHARES SPECIFIED ON THE SIGNATURE PAGE HEREOF.
THE OPTIONS ARE NOT INTENDED TO BE INCENTIVE STOCK OPTIONS UNDER THE CODE.
THIS
AGREEMENT IS ENTERED INTO PURSUANT TO, AND THE TERMS OF THE OPTIONS ARE SUBJECT
TO, THE TERMS OF THE PLAN.
IF THERE IS ANY INCONSISTENCY BETWEEN THIS AGREEMENT
AND THE TERMS OF THE PLAN, THE TERMS OF THE PLAN SHALL GOVERN.
(B)
OPTION PRICE.
EACH SHARE COVERED BY AN OPTION SHALL HAVE THE
OPTION PRICE SPECIFIED ON THE SIGNATURE PAGE HEREOF.
SECTION 2.
VESTING AND EXERCISABILITY
(A)
EXCEPT AS OTHERWISE PROVIDED IN SECTION 6(A) OR SECTION 2(B) OF
THIS AGREEMENT, THE OPTIONS SHALL BECOME VESTED IN THREE EQUAL ANNUAL
INSTALLMENTS ON JUNE 12, 2007, JUNE 12, 2008 AND JUNE 12, 2009, SUBJECT TO THE
CONTINUOUS EMPLOYMENT OF THE EMPLOYEE WITH THE COMPANY UNTIL JANUARY 1, 2007;
PROVIDED THAT IF THE EMPLOYEE'S EMPLOYMENT WITH THE COMPANY IS TERMINATED AT ANY
TIME IN A SPECIAL TERMINATION (I.E., BY REASON OF THE EMPLOYEE'S DEATH OR
DISABILITY), ANY OPTIONS HELD BY THE EMPLOYEE SHALL IMMEDIATELY VEST AS OF THE
EFFECTIVE DATE OF SUCH SPECIAL TERMINATION.
(B)
DISCRETIONARY ACCELERATION.
THE BOARD, IN ITS SOLE DISCRETION,
MAY ACCELERATE THE VESTING OR EXERCISABILITY OF ALL OR A PORTION OF THE OPTIONS,
AT ANY TIME AND FROM TIME TO TIME.
(C)
EXERCISE.
ONCE VESTED IN ACCORDANCE WITH THE PROVISIONS OF THIS
AGREEMENT, THE OPTIONS MAY BE EXERCISED AT ANY
TIME AND FROM TIME TO TIME PRIOR TO THE DATE SUCH OPTIONS TERMINATE PURSUANT TO
SECTION 3.
OPTIONS MAY ONLY BE EXERCISED WITH RESPECT TO WHOLE COMMON SHARES
AND MUST BE EXERCISED IN ACCORDANCE WITH SECTION 4.
SECTION 3.
TERMINATION OF OPTIONS
(A)
NORMAL TERMINATION DATE.
UNLESS EARLIER TERMINATED PURSUANT TO
SECTION 3(B) OR SECTION 6, THE OPTIONS SHALL TERMINATE ON THE SECOND ANNIVERSARY
OF THE DATE ON WHICH SUCH OPTIONS VEST (THE "NORMAL TERMINATION DATE"), IF NOT
EXERCISED PRIOR TO SUCH DATE.
(B)
EARLY TERMINATION.
IF THE EMPLOYEE'S EMPLOYMENT WITH THE COMPANY
TERMINATES FOR ANY REASON (OTHER THAN A SPECIAL TERMINATION) PRIOR TO JANUARY 1,
2007, ANY OPTIONS HELD BY THE EMPLOYEE SHALL TERMINATE IMMEDIATELY UPON SUCH
TERMINATION OF EMPLOYMENT (DETERMINED WITHOUT REGARD TO ANY STATUTORY OR DEEMED
OR EXPRESS CONTRACTUAL NOTICE PERIOD).
IF THE EMPLOYEE'S EMPLOYMENT WITH THE
COMPANY TERMINATES FOR ANY REASON OTHER THAN FOR CAUSE OR A SPECIAL TERMINATION
ON OR AFTER JANUARY 1, 2007, ANY OPTIONS HELD BY