Exhibit 10.1
Management Stock Option Agreement
This Management Stock Option Agreement, dated as of August 15, 2006 (the "Grant
Date"), between Hertz Global Holdings, Inc., a Delaware corporation, and Mark P.
Frissora (the "Executive"), 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 Executive 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
EXECUTIVE 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
THIS AGREEMENT SHALL GOVERN.
(B)
OPTION PRICE.
EACH SHARE COVERED BY AN
OPTION SHALL HAVE THE RESPECTIVE OPTION PRICE SPECIFIED ON THE SIGNATURE PAGE
HEREOF.
SECTION 2.
VESTING AND EXERCISABILITY
(A)
IN GENERAL.
EXCEPT AS OTHERWISE PROVIDED
IN SECTION 2(B), SECTION 2(C) AND SECTION 6 OF THIS AGREEMENT, THE OPTIONS SHALL
BECOME VESTED AND EXERCISABLE IN FIVE EQUAL ANNUAL INSTALLMENTS ON EACH OF THE
FIRST THROUGH FIFTH ANNIVERSARIES OF THE GRANT DATE (EACH, A "VESTING DATE"),
SUBJECT TO THE CONTINUOUS EMPLOYMENT OF THE EXECUTIVE WITH THE COMPANY UNTIL THE
APPLICABLE VESTING DATE FOR SUCH ANNUAL INSTALLMENT TO SO VEST.
(B)
CERTAIN TERMINATIONS OF EMPLOYMENT.
IF THE
COMPANY TERMINATES THE EXECUTIVE'S EMPLOYMENT WITHOUT CAUSE OR THE EXECUTIVE
TERMINATES HIS EMPLOYMENT WITH THE COMPANY FOR GOOD REASON, A PRO RATA PORTION
OF THAT NUMBER OF OPTIONS THAT WOULD OTHERWISE VEST ON THE NEXT VESTING DATE (IF
ANY) WILL VEST AND BECOME EXERCISABLE AS OF THE EFFECTIVE DATE OF SUCH
TERMINATION OF EMPLOYMENT, SUCH PRO RATA PORTION TO BE BASED ON THE NUMBER OF
FULL OR PARTIAL MONTHS ELAPSED FROM THE ANNIVERSARY OF THE GRANT DATE
IMMEDIATELY PRECEDING THE EFFECTIVE DATE OF SUCH TERMINATION OF EMPLOYMENT
THROUGH AND INCLUDING THE EFFECTIVE DATE OF SUCH TERMINATION OF EMPLOYMENT.
(C)
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.
(D)
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 TENTH ANNIVERSARY OF THE GRANT DATE (THE "NORMAL TERMINATION DATE"), IF NOT
EXERCISED PRIOR TO SUCH DATE.
(B)
EARLY TERMINATION.
SUBJECT TO SECTION