Hertz 2014 Annual Report Download - page 245

Table of Contents

 
In March of 2014, the Compensation Committee granted Corporate EBITDA margin PSUs. The performance conditions and vesting schedule is
further summarized in the table below.
‑





14.25% or More

100% of Award

331/3% in 2015, 2016 and 2017
Less than 14.25%

0% of Award

N/A

Actual Corporate EBITDA margin for 2014 was 12%, resulting in the NEOs forfeiting the entire amount of Corporate EBITDA margin PSUs.

In accordance with the terms of Mr. Tague’s employment agreement, as supplemented by a letter agreement dated March 31, 2015 and a letter
agreement dated June 30, 2015, he did not receive PSUs based on Corporate EBITDA or Corporate EBITDA margin, as discussed in detail under
              below.
Instead, it was agreed that he would be granted a combination of (1) stock options and (2) performance stock options and PSUs measured by a
different metric, payable in Hertz Holdings common stock.
Mr. Tague was awarded 1,000,000 stock option awards on November 21, 2014. The stock options awards consisted of 500,000 Transition Options
and 500,000 Performance Options, with the following features:
  : 500,000 options will vest on December 31, 2015 if Mr. Tague has (i) developed and presented to the Board a
business plan by December 31, 2015, that is subsequently approved by the Board and (ii) assembled a management team that is
reasonably acceptable to the Board by June 30, 2015. The Transition Options shall expire December 31, 2019 or, in the event of
termination prior to that date, on such earlier date as applies under Hertz Holdings’ standard form of option agreement, provided that, if Mr.
Tague remains employed through December 31, 2017, any vested options shall remain outstanding through December 31, 2019 unless Mr.
Tague is terminated for cause.
 : Up to 500,000 options will vest on December 31, 2017 subject to the achievement of certain revenue efficiency
measures for the 2015-2017 period, measured by revenue per available car day. The Performance Options shall expire June 30, 2020, or,
in the event of termination prior to that date, on such earlier date as applies under Hertz Holdings’ standard form of option agreement,
provided that, if Mr. Tague remains employed through December 31, 2017, any vested options shall remain outstanding through June 30,
2020, unless Mr. Tague is terminated for cause. The targets for the vesting of the Performance Options is as follows:
* If the 2015-2017 revenue efficiency measure is achieved at less than 85% of target, then no options will vest;
* If the 2015-2017 revenue efficiency measure is achieved at 85% of target, then 50% of the options will vest;
* If the 2015-2017 revenue efficiency measure is achieved at 100% of target or above, then 100% of the options will vest; or
* Any results between 85% and 100% of the target will result in straight line interpolation between 50% and 100%.
The Compensation Committee has concluded that disclosure of the specific revenue efficiency target numbers at this time would result in
competitive harm to our Company. The Compensation Committee believes that the targets are challenging and will require significant performance
improvement over previous levels. The Compensation Committee approved the revenue efficiency metrics in early 2015.
We also agreed to award Mr. Tague 350,000 PSUs, which we expect to issue prior to December 31, 2015. The performance measures for the
PSUs will be the same as the Performance Options, except that if the goal is satisfied
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Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by Morningstar® Document Research℠
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