Exhibit 10.1
Employee Stock Subscription Agreement
This Employee Stock Subscription Agreement, dated as of June 12, 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 each
capitalized term may be found in Section 9.
The Company and the Employee hereby agree as follows:
SECTION 1.
PURCHASE AND SALE OF COMMON SHARES
(A)
IN GENERAL. SUBJECT TO ALL OF THE TERMS OF THIS AGREEMENT, AT THE
CLOSING THE EMPLOYEE SHALL PURCHASE, AND THE COMPANY SHALL SELL, THE AGGREGATE
NUMBER OF COMMON SHARES SET FORTH ON THE SIGNATURE PAGE HEREOF (THE "SHARES"),
AT THE PURCHASE PRICE SET FORTH ON THE SIGNATURE PAGE HEREOF.
(B)
CONDITION TO SALE. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO
THE CONTRARY, THE COMPANY SHALL HAVE NO OBLIGATION TO SELL ANY COMMON SHARES TO
ANY PERSON WHO IS A RESIDENT OF A JURISDICTION IN WHICH THE SALE OF COMMON
SHARES TO HIM WOULD CONSTITUTE A VIOLATION OF THE SECURITIES, "BLUE SKY" OR
OTHER LAWS OF SUCH JURISDICTION.
SECTION 2.
THE CLOSING
(A)
TIME AND PLACE. THE COMPANY SHALL DETERMINE THE TIME AND PLACE OF
THE CLOSING OF THE PURCHASE AND SALE OF THE SHARES (THE "CLOSING").
(B)
DELIVERY BY THE EMPLOYEE. AT THE CLOSING, THE EMPLOYEE SHALL
DELIVER TO THE COMPANY THE AGGREGATE PURCHASE PRICE FOR THE SHARES.
(C)
DELIVERY BY THE COMPANY. AT THE CLOSING, THE COMPANY SHALL
REGISTER THE SHARES IN THE NAME OF THE EMPLOYEE. CERTIFICATES RELATING TO THE
SHARES SHALL BE HELD BY THE SECRETARY OF THE COMPANY OR HIS DESIGNEE ON BEHALF
OF THE EMPLOYEE.
SECTION 3.
EMPLOYEE'S REPRESENTATIONS AND WARRANTIES
(A)
ACCESS TO INFORMATION, ETC. THE EMPLOYEE REPRESENTS, WARRANTS AND
COVENANTS AS FOLLOWS:
(I)
THE EMPLOYEE HAS CAREFULLY REVIEWED THE OFFERING MEMORANDUM, DATED AS
OF MARCH 10, 2006, EACH OF ITS EXHIBITS, ANNEXES AND OTHER ATTACHMENTS, EACH
DOCUMENT INCORPORATED BY
REFERENCE INTO THE OFFERING MEMORANDUM, AND THE OTHER MATERIALS FURNISHED TO THE
EMPLOYEE IN CONNECTION WITH THE OFFER AND SALE OF THE SHARES PURSUANT TO THIS
AGREEMENT;
(II)
THE EMPLOYEE HAS HAD AN ADEQUATE OPPORTUNITY TO CONSIDER WHETHER OR
NOT TO PURCHASE ANY OF THE COMMON SHARES OFFERED TO THE EMPLOYEE, AND TO DISCUSS
SUCH PURCHASE WITH THE EMPLOYEE'S LEGAL, TAX AND FINANCIAL ADVISORS;
(III)
THE EMPLOYEE UNDERSTANDS THE TERMS AND CONDITIONS THAT APPLY TO THE
SHARES AND THE RISKS ASSOCIATED WITH AN INVESTMENT IN THE SHARES;
(IV)
THE EMPLOYEE HAS A GOOD UNDERSTANDING OF THE ENGLISH LANGUAGE; AND
(V)
THE EMPLOYEE IS, AND WILL BE AT THE CLOSING, A RESIDENT OF THE
JURISDICTION INDICATED AS HIS OR HER ADDRESS SET FORTH ON THE SIGNATURE PAGE OF
THIS AGREEMENT.
(B)
ABILITY TO BEAR RISK. THE EMPLOYEE REPRESENTS AND WARRANTS AS
FOLLOWS:
(I)
THE EMPLOYEE UNDERSTANDS THAT THE RIGHTS OF FIRST REFUSAL AND
OTHER TRANSFER RESTRICTIONS THAT APPLY TO THE SHARES MAY EFFECTIVELY PRECLUDE
THE TRANSFER OF ANY OF THE SHARES PRIOR TO A PUBLIC