Hertz 2014 Annual Report Download - page 158

Table of Contents


achieved at the end of the performance period. Restricted Stock and RSUs granted under the Omnibus Plan will vest based on a minimum period
of service or the occurrence of events (such as a change in control, as defined in the Omnibus Plan) specified by the Compensation Committee.
A summary of the PSU activity under the Omnibus Plan as of December 31, 2014 is presented below.









Outstanding at January 1, 2014 3,335,845

$ 15.68

$ 96
Granted 1,181,992

26.20

—
Vested (1,202,062)

16.16

—
Forfeited or Expired (1,259,266)

18.38

—
Outstanding at December 31, 2014 2,056,509

$ 19.90

$ 49
A summary of RSU activity under the Omnibus Plan as of December 31, 2014 is presented below.









Outstanding at January 1, 2014 882,333

$ 17.00

$ 25
Granted 55,604

28.18

—
Vested (524,464)

16.75

—
Forfeited or Expired (89,169)

17.61

—
Outstanding at December 31, 2014 324,304

$ 19.38

$ 8
Additional information pertaining to RSU activity is as follows:








Total fair value of awards that vested (In millions) $ 9

$ 13

$ 15
Weighted average grant date fair value of awards 28.18

23.95

13.78
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
2012, 2013 and 2014, the vesting period is three years. 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 or other performance
measures over the applicable measurement period.

In March 2014, the Company granted 12,094 Restricted Stock Units, or "RSUs," and 1,181,992 Performance Stock Units, or "PSUs," to certain
executives and employees at a grant date fair value of $26.20 per PSU/RSU, under the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan,
or the "Omnibus Plan." Of the RSUs awarded, 4,461 have a two year cliff vesting period, and 7,633 vest evenly over three years. Of the total
PSUs awarded, 827,404 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 2014 and combined 2014-2015 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, 354,588 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
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Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by Morningstar® Document Research℠
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