Hertz 2014 Annual Report Download - page 263

Table of Contents
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 
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As discussed under               above, our
Compensation Committee wants to ensure we retain key individuals. Accordingly, on July 1, 2014, Hertz Holdings entered into an agreement with
Mr. Stuart to retain him and reward him for his valuable services to our Company. Mr. Stuart was eligible for, and was paid, $500,000 if he
remained an employee of Hertz Holdings on July 1, 2015. Mr. Stuart is eligible for an additional payment of $500,000 if he remains an employee of
Hertz Holdings on July 1, 2016. In the event Mr. Stuart is terminated without cause before July 1, 2016, Mr. Stuart will be eligible to be paid
$500,000. In the event of Mr. Stuart’s death or disability before July 1, 2016, Mr. Stuart will be eligible to receive a pro-rated amount of his award
based on the number of months he served as an employee before his death or disability. If Mr. Stuart’s employment is terminated for any other
reason before July 1, 2016, he will be ineligible for any bonuses remaining under the agreement.
Mr. Stuart’s award agreement is filed as exhibit 10.39 to this Annual Report on Form 10-K.
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Mr. Frissora resigned as CEO of Hertz Holdings and Hertz on September 7, 2014 under circumstances that entitled him to the benefits provided by
his employment agreement in the case of a termination without cause. In connection with his separation, he entered into a Separation Agreement
and General Release dated September 15, 2014. Under the termination provisions of his employment agreement, (1) Mr. Frissora was paid the
product of (a) 2.5 times (b) the sum of his base salary and his 2013 bonus, for a total of $10,496,835; (2) he was also eligible to be paid a pro rata
portion of his EICP bonus as calculated in accordance with the process outlined in “Compensation Discussion and Analysis-Annual Cash
Compensation-Annual Cash Incentive Program (EICP)” above; and (3) he became eligible for continued health and other certain benefits under
Hertz’s benefits plans for the same cost for 24 months after his separation. In addition, under the terms of Mr. Frissora’s Separation Agreement
and General Release Mr. Frissora will be provided car privileges through September 15, 2016 and eligibility to participate in the Company’s Retiree
Car Plan. All equity awards that were not vested as of September 15, 2014 were terminated as of that date. In recognition of the fact that an
effective registration statement with respect to options could not be filed until Hertz Holdings had complied with certain reporting obligations, Mr.
Frissora was provided a period of 90 days to exercise any vested options once the reporting obligations had been met. In exchange, Mr. Frissora
agreed to a waiver and release of claims against us, to cooperate with us for a period of 3 years with respect to activities that occurred during his
tenure as CEO and not to disparage us. In addition, Mr. Frissora reaffirmed his commitment to be bound by the restrictive covenants concerning
noncompetition and nonsolicitation of employees and clients contained in his employment agreement. Mr. Frissora also made certain
representations within his Separation Agreement and General Release stating that he did not (i) engage in any conduct that constituted willful
gross neglect or willful gross misconduct with respect to his employment duties which resulted or will result in material economic harm to the
Company; (ii) knowingly violate Hertz Holdings’ Standards of Business Conduct or Directors’ Code of Business Conduct and Ethics; (iii) facilitate
or engage in, and possess any knowledge of, any financial or accounting improprieties or irregularities; and (iv) knowingly make any incorrect or
false statements in any of his certifications relating to filings required under applicable securities laws or management representation letters, and
have any knowledge of any incorrect or false statements in any filings required under applicable securities laws.
Mr. Frissora’s employment agreement is filed as exhibit 10.28 to the Annual Report on Form 10-K the Company filed on March 3, 2009 and Mr.
Frissora’s separation agreement is filed as exhibit 10.1 to the Form 8-K the Company filed on September 19, 2014.
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Mr. Sider retired as Group President, Hertz-Rent-A-Car Americas, from our Company on August 18, 2014, under circumstances that entitled him to
the benefits payable under the Severance Plan for Senior Executives in the event of a termination without cause.
Consistent with the terms of the Severance Plan for Senior Executives, (1) Mr. Sider was paid the product of (a) 2 times (b) the sum of his base
salary and his average bonus for the prior three years, for a total of $2,656,954, with such amount to be paid over an 18‑month period; (2) he
became eligible to be paid a prorated EICP bonus as calculated in
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Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by Morningstar® Document Research℠
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