Hertz 2013 Annual Report Download - page 120

Table of Contents
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
A summary of RSU activity under the Omnibus Plan as of December 31, 2013 is presented below.








Outstanding at January 1, 2013 1.9
$12.62
$30.5
Granted 0.3
23.95
Vested (1.1)
11.64
Forfeited or Expired (0.2)
13.68
Outstanding at December 31, 2013 0.9
$17.00
$25.6
Additional information pertaining to RSU activity is as follows:




Total fair value of awards that vested ($ millions) $12.9
$14.6
$9.6
Weighted average grant date fair value of awards $23.95
$13.78
$14.78
Compensation expense for PSUs and RSUs is based on the grant date fair value, and is recognized ratably over the vesting period. For
grants in 2011, 2012 and 2013, the vesting period is three years (for grants in 2011, 25% in the first year, 25% in the second year and 50% in
the third year and for grants in 2012 and 2013, 33 1/3% per year). In addition to the service vesting condition, the PSUs had an additional
vesting condition which called for the number of units that will be awarded being based on achievement of a certain level of Corporate
EBITDA over the applicable measurement period.
2013 Awards
In February 2013, Hertz Holdings' granted 1.7 million Performance Stock Units, or "PSUs," to certain executives and employees at a grant
date fair value of $19.95, under the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan, or the "Omnibus Plan." Of the total PSUs
awarded 1.1 million PSUs have a performance condition under which the number of units that will ultimately be awarded will vary from 0%
to 150% of the original grant, based on 2013 and combined 2013-2014 Corporate EBITDA results. "EBITDA" means consolidated net
income before net interest expense, consolidated income taxes and consolidated depreciation (which includes revenue earning equipment
lease charges) and amortization and "Corporate EBITDA," represents EBITDA as adjusted for car rental fleet interest, car rental fleet
depreciation and certain other items, as provided in the applicable award agreements. These PSU awards vest evenly over a three year
vesting period. Of the total PSUs awarded, 0.5 million PSUs have a performance condition under which the number of units that will
ultimately be awarded will be 0% to 100% of the original grant. Satisfaction of the performance condition under this grant is contingent upon
final 2013 Corporate EBITDA Margin exceeding a minimum level. "Corporate EBITDA Margin" means Corporate EBITDA as a percentage
of Consolidated Revenue. These PSU awards vest evenly over a three year vesting period. Of the total PSUs awarded, 0.1 million PSUs
have a performance condition under which the number of units that will ultimately be awarded will be 0% to 100% of the original grant.
Satisfaction of the performance condition under this grant is contingent upon final 2013 Corporate EBITDA Margin exceeding a minimum
level. These PSU awards vest evenly over a two year vesting period.
Hertz Holdings granted a total of 0.3 million Restricted Stock Units, or "RSUs," during 2013 at a fair value of $23.95. Of the total RSUs
awarded, 0.2 million RSUs vest 33 1/3% annually over three years. The remaining RSUs cliff vest after 2 years, 3 years or cliff vest 50%
after year 3 and 50% after year 4.
Employee Stock Purchase Plan
On February 28, 2008, upon recommendation of the compensation committee of the Board of Directors, or “Committee,” of Hertz Holdings,
Hertz Holdings' Board of Directors adopted the Hertz Global Holdings, Inc. Employee Stock Purchase Plan, or the “ESPP,” and the plan was
approved by the stockholders of Hertz Holdings' on May 15, 2008. An amendment
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Source: HERTZ CORP, 10-K, March 31, 2014 Powered by Morningstar® Document Research℠
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