Exhibit 10.2
Employee Stock Subscription Agreement
This Employee Stock Subscription Agreement, dated as of
, 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 10.
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 NOT AN
EMPLOYEE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES AT THE TIME THAT SUCH COMMON
SHARES ARE TO BE SOLD OR 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;
(V)
THE EMPLOYEE IS, AND WILL BE
AT THE CLOSING, AN OFFICER OR EMPLOYEE OF THE COMPANY OR ONE OF ITS
SUBSIDIARIES; AND
(VI)
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