Exhibit 10.2
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; PROVIDED THAT IF THE EMPLOYEE'S EMPLOYMENT WITH THE COMPANY IS TERMINATED
IN A SPECIAL TERMINATION (I.E., BY REASON OF THE EMPLOYEE'S DEATH OR
DISABILITY), ANY UNVESTED 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 FOR CAUSE OR A
SPECIAL TERMINATION, ANY OPTIONS HELD BY THE EMPLOYEE THAT HAVE NOT VESTED
BEFORE THE EFFECTIVE DATE OF SUCH TERMINATION OF EMPLOYMENT (DETERMINED WITHOUT
REGARD TO ANY STATUTORY OR DEEMED OR EXPRESS CONTRACTUAL NOTICE PERIOD) OR THAT
DO NOT BECOME VESTED ON SUCH DATE IN ACCORDANCE WITH SECTION 2 SHALL REMAIN
OUTSTANDING AND CONTINUE TO VEST IN ACCORDANCE WITH THE TERMS OF SECTION 2 OF
THIS AGREEMENT.
IF THE EMPLOYEE'S EMPLOYMENT IS TERMINATED FOR CAUSE, ALL
OPTIONS (WHETHER