Hertz 2014 Annual Report Download - page 267

Table of Contents
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 
multiple and the date on which the executive becomes eligible to participate in welfare plans of another employer; and
within the period of time from the date of executive’s termination through the end of the year following the date of termination,
outplacement assistance up to a maximum of $25,000.
Executives must execute a general release of claims to receive the foregoing severance payments and benefits. The Severance Plan for Senior
Executives also contains a confidentiality covenant that extends for 24 months following the executive’s termination of employment and
non‑competition and non‑solicitation covenants that extend for a period of years following the executive’s termination of employment equal to the
severance multiple. If an executive is entitled to severance payments and benefits under the Severance Plan for Senior Executives and a Change
in Control Agreement, payments and benefits will be made under the Change in Control Agreement rather than the Severance Plan for Senior
Executives.

The following chart generally summarizes the treatment of EICP payments and equity compensation for each of our NEOs under the Senior
Executive Bonus Plan, the Hertz Global Holdings Stock Incentive Plan (“SIP”) and the 2008 Omnibus Plan.














EICP

Forfeit(2)

Forfeit(2)

Forfeit(2)

Forfeit(2)

Pro‑rata(3)

Pro‑rata
SIP Options(4)

N/A

N/A

N/A

Forfeit all

N/A

Vested cashed out
Omnibus Plan Options

Unvested vest

Forfeit unvested

Forfeit unvested

Forfeit all

Forfeit unvested

Unvested vest
PSUs(5)

Pro‑rata

Forfeit unvested

Forfeit unvested

Forfeit all

Forfeit unvested

Unvested vest
PVSUs(6)

Pro‑rata

Forfeit unvested

Forfeit unvested

Forfeit all

Forfeit unvested

Unvested vest
Other Outstanding Awards

Pro‑rata

Forfeit unvested

Forfeit unvested

Forfeit all

Forfeit unvested

Unvested vest
(1) The terms of the 2008 Omnibus Plan contain “double-trigger” provisions in the event of a change in control. If the options or units are exchanged for or replaced by a
substitute award, then the awards will not automatically vest upon a change in control. However, if a change in control occurs and the awards are not exchanged or
replaced, all options shall immediately become exercisable, the restriction period on all restricted stock units shall lapse immediately prior to such change in control, and
outstanding PSUs issued to our NEOs generally vest.
(2) Assumes that employment ends prior to the end of the fiscal year of the Company (a “Performance Period”) under the Senior Executive Bonus Plan.
(3) Amount is payable under the Severance Plan for Senior Executives.
(4) All options held by the NEOs are currently vested under the SIP.
(5) In 2012, 2013 and 2014, we made PSUs grants to the NEOs pursuant to Hertz Holdings’ 2008 Omnibus Plan which were based on the achievement of Corporate EBITDA
and, in the case of 2013 and 2014, Corporate EBITDA margin. With respect to such PSUs, if the employment of any of our NEOs is terminated by reason of death or
disability on or prior to the first anniversary of the date PSUs were awarded, the officer will retain a pro rata portion of the PSUs, based on the number of days elapsed
since the date of grant, and the remaining PSUs will be forfeited. The retained PSUs will be eligible to vest if the performance goal is achieved for the first performance year
and will be forfeited if the performance goal is not achieved. If the employment of a NEO is terminated by reason of death or disability after the first anniversary of the date
that the PSUs were awarded, then, based on the applicable achievement of the performance goals in the first year and the cumulative two‑year period, a pro rata portion of
the PSUs will vest, based on the number of days elapsed since the first anniversary of the grant date. If the employment of a NEO is terminated by reason of death or
disability after the second anniversary of the date that the PSUs were awarded, then, based on the applicable achievement of the performance goals in the first year and
the cumulative two‑year period, a pro rata portion of the PSUs will vest, based on the number of days elapsed since the second anniversary of the grant date. If a NEO’s
employment is terminated for any other reason, PSUs will be forfeited.
(6) In March 2012, we made price‑vested stock units grants to the NEOs pursuant to Hertz Holdings’ 2008 Omnibus Plan. With respect to such price‑vested stock units, if the
employment of any of our NEOs is terminated by reason of death or disability on or prior to the third or fourth anniversary of the grant date, as applicable, the officer will
retain 50% of the price‑vested stock units granted multiplied by a fraction, which is the number of months which have elapsed since the grant date of the price‑vested
stock units divided by 36 or 48, as applicable, and the remaining PSUs will be forfeited. If a NEO’s employment is terminated for any other reason, price‑vested stock units
will be forfeited.
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Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by Morningstar® Document Research℠
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