Hertz 2009 Annual Report Download - page 179

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Registration Rights Agreement grants to certain of these investment funds the right, to cause us, at our
own expense, to use our best efforts to register such securities held by the investment funds for public
resale, subject to certain limitations. The exercise of this right is limited to three requests by the group of
investment funds associated with each Sponsor, except for registrations effected pursuant to Form S-3,
which are unlimited, subject to certain limitations, if we are eligible to use Form S-3. The secondary
offering of our common stock in June 2007 was effected pursuant to this Registration Rights Agreement.
In the event we register any of our common stock, these investment funds also have the right to require
us to use our best efforts to include shares of our common stock held by them, subject to certain
limitations, including as determined by the underwriters. The Registration Rights Agreement also
provides for us to indemnify the investment funds party to that agreement and their affiliates in
connection with the registration of our securities.
Indemnification Agreements
Hertz has entered into customary indemnification agreements with Hertz Holdings, the Sponsors and
our stockholders affiliated with the Sponsors, pursuant to which Hertz Holdings and Hertz will indemnify
the Sponsors, our stockholders affiliated with the Sponsors and their respective affiliates, directors,
officers, partners, members, employees, agents, representatives and controlling persons, against
certain liabilities arising out of the performance of a consulting agreement with Hertz Holdings and each
of the Sponsors and certain other claims and liabilities, including liabilities arising out of financing
arrangements or securities offerings.
We have entered into indemnification agreements with each of our directors. The indemnification
agreements provide the directors with contractual rights to the indemnification and expense
advancement rights provided under our by-laws, as well as contractual rights to additional
indemnification as provided in the indemnification agreements.
We have not recorded any liability relating to these indemnification agreements because these liabilities
are not considered to be material.
Director Compensation Policy
On October 12, 2006, our Board of Directors approved our Director Compensation Policy. Pursuant to
the policy our directors who are not also our employees each receive a $150,000 annual retainer fee, of
which 40% (i.e., $60,000) is payable in cash and 60% (i.e., $90,000) is payable in the form of stock
options having a Black-Scholes value equal to such dollar amount.
The chairperson of our Audit Committee is paid an additional annual cash fee of $25,000 and each other
member of our Audit Committee is paid an additional annual cash fee of $10,000. The chairperson of our
Compensation Committee is paid an additional annual cash fee of $15,000 and each other member of
our Compensation Committee receives an additional annual cash fee of $10,000.
We also reimburse our directors for reasonable and necessary expenses they incur in performing their
duties as directors, and our directors are entitled to free worldwide Hertz car rentals upon completion of
evaluation forms. In the case of a member of our Board who is also one of our employees, no additional
compensation is paid for serving as a director. Each of our directors who is employed by or affiliated with
one of our Sponsors may assign all or any portion of the compensation the director receives for his
services as a director to that Sponsor or its affiliates.
Stock options are granted annually in arrears, and cash fees are payable quarterly in arrears, although a
director may generally elect to receive all or a portion of fees that would otherwise be payable in cash in
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