Hertz 2014 Annual Report Download - page 248

Table of Contents
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MacDonald, Sider, and Zimmerman did not qualify for this benefit at the time of their respective separation.
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We provide perquisites and other personal benefits to our NEOs that we and our Compensation Committee believe are reasonable and consistent
with our overall compensation program to better enable us to attract and retain superior employees for key positions. The NEOs are generally
provided use of company cars, financial planning and tax preparation assistance and annual physicals. In addition, our CEO uses corporate
aircraft for personal and business related air travel. Attributed costs of these personal benefits for the NEOs for the fiscal year ended
December 31, 2014 are included in the “All Other Compensation” column of the Summary Compensation Table. The Compensation Committee
periodically reviews our perquisite policies as required.
We also maintain a relocation policy that provides for the payment of relocation expenses in certain instances, including the relocation of our new
hires and senior executives to our corporate headquarters in Florida.
We use corporate aircraft for the purpose of encouraging and facilitating business travel by our senior executives (primarily our CEO) and directors,
generally for travel in the United States and, less frequently, internationally. Our Compensation Committee regularly reviews aircraft usage by the
NEOs and the expenses associated with such usage.
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Hertz Holdings has entered into change in control agreements (“Change in Control Agreements”) covering all NEOs and a severance plan (the
“Severance Plan for Senior Executives”) covering all of our NEOs who are currently employed by us, other than Mr. Tague, whose employment
arrangement covers severance outside of a change in control. In adopting these arrangements, it was the intention of Hertz Holdings to provide our
senior executives with severance arrangements that they would view as appropriate in light of their existing arrangements, while at the same time
considering the terms of arrangements provided by our peer companies.
The purpose of the individual Change in Control Agreements is to provide payments and benefits to the covered executives in the event of certain
qualifying terminations of their employment following a change in control of Hertz Holdings, and the purpose of the Severance Plan for Senior
Executives is to provide payments and benefits to the covered executives in the event of certain other qualifying terminations of their employment.
The terms of the Change in Control Agreements and Severance Plan for Senior Executives are described in “Employment Agreements, Change in
Control Agreements and Separation Agreements.”
Five of our NEOs (Messrs. Sider, Frissora, Zimmerman, MacDonald and Broome) separated from service during 2014 or during 2015 prior to filing
of this Annual Report on Form 10-K. In each case the circumstances of the separation qualified them for severance benefits, either under the
terms of their employment agreements (Messrs. Frissora and MacDonald) or the Severance Plan for Senior Executives. Payments under each of
their Separation Agreements are described below under “Employment Agreements, Change in Control Agreements and Separation Agreements.”
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Hertz Holdings maintains a clawback policy to promote responsible risk management and to help ensure that the incentives of our management
are aligned with those of Hertz Holdings’ stockholders. The clawback policy applies to all of our employees who are at the director level and above,
including our NEOs, and covers:
• All annual incentives (including awards under the Senior Executive Bonus Plan),
• Long‑term incentives,
• Equity‑based awards (including awards granted under the 2008 Omnibus Plan), and
• Other performance‑based compensation arrangements.
The policy provides that a repayment obligation is triggered if the Compensation Committee determines that the employee’s gross negligence,
fraud or willful misconduct caused or contributed to the need for a restatement of Hertz Holdings’ financial statements within three years of the
issuance of such financial statements.
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Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by Morningstar® Document Research℠
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