Exhibit 10.2
Employee Stock Option Agreement
This Employee Stock Option 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 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
EACH OF THE FIRST THROUGH THIRD ANNIVERSARIES OF THE GRANT DATE; 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