Hertz 2014 Annual Report Download - page 264

Table of Contents
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accordance with the process outlined in “Compensation Discussion and Analysis-Annual Cash Compensation-Annual Cash Incentive Program
(EICP)” above; (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; and (4) he received $25,000 in lieu of outplacement services (the Severance Plan for Senior Executives provides up to
$25,000 of outplacement services). In addition to the benefits provided for under the Severance Plan for Senior Executives, Mr. Sider’s Separation
Agreement and General Release provided for the following additional benefits, including (1) for vesting of Mr. Sider’s outstanding stock options that
would have vested on or before March 31, 2015 if Mr. Sider had remained employed through that date vested; (2) that vested options could be
exercised, if not expired, through August 18, 2016, (3) Mr. Sider’s PSUs and price-vested stock units which would have otherwise vested by
March 31, 2015 had Mr. Sider remained employed, vested on the date when the Compensation Committee certified the performance criteria for the
vesting of such PSUs; (4) Mr. Sider will be provided car privileges through August 18, 2016 and (5) full vesting in his SERP II benefits. In
exchange, Mr. Sider agreed to a waiver and release of claims against us, not to compete against us or solicit any Hertz employees for 18 months
after his retirement and not to disparage us.
Mr. Sider’s separation agreement is filed as exhibit 10.1 to the Form 8-K the Company filed on August 19, 2014.
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Mr. Zimmerman resigned as Executive Vice President, General Counsel and Secretary of Hertz Holdings and Hertz effective December 5, 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, Mr. Zimmerman (1) was paid the product of (a) 1.5 times (b) the sum of
his base salary and his average bonus for the prior three years, for a total of $1,627,603 with such amount to be paid over an 18‑month period; (2)
became eligible to be paid a prorated EICP bonus as calculated in accordance with the process outlined in “Compensation Discussion and
Analysis-Annual Cash Compensation-Annual Cash Incentive Program (EICP)” above; (3) became eligible for continued health and other certain
benefits under Hertz’s benefits plans for the same cost for 18 months after his separation; and (4) he received $25,000 in lieu of outplacement
services (the Severance Plan for Senior Executives provides up to $25,000 of outplacement services). In addition to the benefits provided for
under the Severance Plan for Senior Executives, Mr. Zimmerman’s Separation Agreement and General Release provided for the following
additional benefits, including (1) for vesting of Mr. Zimmerman’s outstanding stock options and performance shares that would have vested
through March 31, 2015 if Mr. Zimmerman had remained employed through that date (2) the tolling of post-termination exercise periods until Hertz
Holdings’ filing of all SEC-required reports.
In addition, under the Separation Agreement and General Release Mr. Zimmerman agreed to provide through June 30, 2015 general consulting
services as requested by the Company and outside counsel. In exchange, Mr. Zimmerman agreed to a waiver and release of claims against us, to
cooperate with us for a period of three years with respect to activities that occurred during his tenure at Hertz and not to disparage us. Mr.
Zimmerman 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; (iii) facilitate or engage in, and has no
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 has no knowledge of any
incorrect or false statements in any filings required under applicable securities laws.
Mr. Zimmerman’s separation agreement is filed as exhibit 10.2 to the Form 8-K the Company filed on December 5, 2014.
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Mr. Broome resigned as Executive Vice President, Corporate Affairs and Communications of Hertz Holdings and Hertz effective July 1, 2015,
under circumstances that entitled him to the benefits payable under the Severance Plan for Senior Executives in the event of a termination without
cause.
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Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by Morningstar® Document Research℠
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