Exhibit 10.4
Employee Stock Option Agreement
This Employee Stock Option Agreement, dated as of
, between Hertz Global Holdings, Inc., a
Delaware corporation, and the Employee, is being entered into pursuant to the
Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan (the "Plan").
The
meaning of capitalized terms used in this Agreement may be found in Section 7.
WHEREAS, on
,
approved an award of Options to
the Employee.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
contained herein, the receipt and sufficiency of which are hereby acknowledged,
the parties 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 SHARES OF COMMON STOCK 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.
THE OPTION PRICE PER SHARE
OF COMMON STOCK IS EQUAL TO THE FAIR MARKET VALUE OF A SHARE OF COMMON STOCK ON
THE GRANT DATE.
SECTION 2.
VESTING AND EXERCISABILITY
(A)
EXCEPT AS OTHERWISE PROVIDED IN SECTIONS 2(B), 3, OR 6(A) OF
THIS AGREEMENT, THE OPTIONS SHALL BECOME VESTED IN FOUR EQUAL ANNUAL
INSTALLMENTS ON EACH OF THE FIRST THROUGH FOURTH ANNIVERSARIES OF THE GRANT
DATE, SUBJECT TO THE CONTINUOUS EMPLOYMENT OF THE EMPLOYEE WITH THE COMPANY
UNTIL THE APPLICABLE VESTING DATE.
(B)
DISCRETIONARY ACCELERATION.
THE COMMITTEE, 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 THE OPTIONS TERMINATE PURSUANT TO SECTION 3.
THE
1
OPTIONS MAY ONLY BE EXERCISED WITH RESPECT TO WHOLE SHARES OF COMMON STOCK 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)
TERMINATION OF EMPLOYMENT.
(I)
SPECIAL TERMINATION.
IF THE EMPLOYEE'S EMPLOYMENT WITH THE
COMPANY TERMINATES DUE TO SPECIAL TERMINATION, ALL UNVESTED OPTIONS HELD BY THE
EMPLOYEE SHALL VEST AND ALL THE EMPLOYEE'S OPTIONS SHALL REMAIN OUTSTANDING
UNTIL THE FIRST TO OCCUR OF:
(A) THE FIRST ANNIVERSARY OF THE EMPLOYEE'S
TERMINATION OF EMPLOYMENT, (B) THE NORMAL TERMINATION DATE OR (C) THE
CANCELLATION OR TERMINATION OF THE OPTIONS PURSUANT TO SECTION 6(A),