Hertz 2014 Annual Report Download - page 266

Table of Contents
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the retirement or benefit plans of the Company in effect. After a change in control, in the event the covered executive’s employment is terminated
by reason of “Cause” or by the executive without “Good Reason” (as those terms are defined in the Change in Control Agreement) then the
Company shall pay the executive his or her full base salary at the rate in effect at the time notice of termination was given and shall pay any other
amounts according to any other compensation plans or programs in effect.
In 2010, we revised our Change in Control Agreement to remove tax gross-up provisions. Messrs. Tague, MacDonald and Kennedy entered into
this revised form of the Change in Control Agreement that does not provide for tax gross-ups on any golden parachute excise tax. Mr. Sider was
party to this revised form of Change in Control Agreement at the time of his separation.
For executive officers who joined our Company before 2010, their Change in Control Agreements contain a tax-gross up provision. In the event that
compensation provided for in the agreement or in any other plan or arrangement covering the NEO is subject to the golden parachute excise tax,
Mr. Stuart will be entitled to receive a gross‑up payment in an amount such that after payment by the executive of all taxes on the gross‑up
payment, the executive shall retain a portion of the gross‑up payment equal to the excise tax. However, to the extent compensation paid to the
executive in connection with the change in control does not exceed 110% of the specified statutory threshold amount giving rise to excise tax,
then no additional payment will be paid and the compensation will be reduced below such statutory threshold. Messrs. Broome and Zimmerman
were party to this previous form of Change in Control Agreement at the time of their respective separations.
The agreement also contains a confidentiality covenant that extends indefinitely following the executive’s termination of employment and
non‑competition and non‑solicitation covenants that extend for 12 months following the executive’s termination of employment. In the event that
the executive breaches these covenants, the Company is entitled to stop making payments to the executive and seek injunctive relief in certain
circumstances.
In addition, Hertz Europe Limited and Mr. Taride have entered into a non‑compete agreement which provides that for the 12 months after the
termination of his employment with us, Mr. Taride will not (i) compete with us in the countries in which we operated or actively made arrangements
to plan to operate during the 12 months preceding such termination of employment or (ii) solicit or entice away any key employees from us. Hertz
Europe Limited would be required to give Mr. Taride 12‑months’ notice to terminate his employment for any reason other than misconduct.
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The Severance Plan for Senior Executives provides benefits to senior executives whose employment is terminated other than terminations of
employment that qualify for benefits under the Change in Control Agreements. Messrs. Broome, Kennedy, Sider, Stuart, Taride and Zimmerman
were designated as participants in the Severance Plan for Senior Executives. If any covered executive is terminated for death, “Cause,”
“Permanent Disability” or “Retirement” (as those terms are defined in the Severance Plan for Senior Executives) the executive will not be entitled
to any benefits under the Severance Plan for Senior Executives. However, if the covered executive is terminated for any other reason (other than
described in the preceding sentence), the executive will be or was entitled to the following payments and benefits:
a pro rata portion of the annual bonus that would have been payable to the participant, payable at the same time bonuses are paid to
other executives;
cash payments in the aggregate equal to a multiple (the “severance multiple”), based on the executive’s position, of the executive’s
annual base salary in effect immediately prior to the date of termination and the average of the annual bonuses payable to the
executive, with respect to the three calendar years preceding the year in which the termination occurs; or, for executives without a
three‑year bonus history, by reference to target levels; or, if an executive has not had an opportunity to earn or be awarded one full
year’s bonus as of his or her termination of employment, the executive’s target bonus for the year of termination, payable in equal
installments over a period of whole and/or partial years equal to the severance multiple. The severance multiples are: for
Messrs. Sider and Taride, 2.0 and Messrs. Broome, Kennedy, Stuart and Zimmerman 1.5;
continuation of all medical, dental and other welfare benefit plans (other than disability plans) until the earlier of the end of a number of
years following the executive’s termination of employment equal to the severance
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Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by Morningstar® Document Research℠
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