Hertz 2010 Annual Report Download - page 158

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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 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 provides for us to
indemnify the investment funds party to that agreement and their affiliates in connection with the
registration of our securities.
Director Compensation Policy
In May 2010, our Board of Directors amended and restated our Director Compensation Policy. Pursuant
to the policy prior to May 2010 our directors who are not also our employees each received a $150,000
annual retainer fee, of which 40% ($60,000) was payable in cash and 60% ($90,000) was payable in the
form of shares of our common stock. Starting in May 2010, the policy now provides that our directors
who are not also our employees each receive a $170,000 annual retainer fee, of which $70,000 is
payable in cash and $100,000 is payable in the form of shares of our common stock
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.
For the years ended December 31, 2010, 2009 and 2008, we recognized $1.8 million, $1.6 million and
$1.8 million, respectively, of expense relating to the Director Compensation Policy in our consolidated
statement of operations in ‘‘Selling, general and administrative’’ expenses.
Financing Arrangements with Related Parties
Affiliates of BAML Capital Partners (which is one of the Sponsors), including Merrill Lynch & Co., Inc.,
Bank of America, N.A. and certain of their affiliates (which are stockholders of Hertz Holdings), have
provided various investment and commercial banking and financial advisory services to us for which
they have received customary fees and commissions. In addition, these parties have acted as agents,
lenders, purchasers and/or underwriters to us under our respective financing arrangements, for which
they have received customary fees, commissions, expenses and/or other compensation. More
specifically, these parties have acted in the following capacities, or similar capacities, with respect to our
financing arrangements: lenders and/or agents under the Senior Credit Facilities, the U.S. Fleet
Financing Facility and certain of the U.S. Fleet Variable Funding Notes; purchasers and/or underwriters
under the Senior Notes, the Senior Subordinated Notes and certain of the U.S. Fleet Medium Term
Notes; and structuring advisors and/or agents under the ABS Program.
As of December 31, 2010 and December 31, 2009, approximately $255 million and $246 million,
respectively, of our outstanding debt was with related parties.
See Note 4—Debt.
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