Hertz 2014 Annual Report Download - page 308

Exhibit 10.38
SEPARATION AGREEMENT
This Separation Agreement (this “Agreement”) is entered into by and among Brian MacDonald (“MacDonald” or “Executive”),
Hertz Global Holdings, Inc. (“Holdings”) and The Hertz Corporation (hereinafter, together with their subsidiaries and divisions,
“Hertz”, the “Company” or the “Companies”), on the latest date indicated on the signature pages hereof]. Reference is made to the
Employment Agreement, dated as of June 2, 2014, between Holdings and MacDonald (the “Employment Agreement”), and the Letter
Agreement, dated as of November 8, 2014, between Holdings and MacDonald (the “Letter Agreement”, and together with the
Employment Agreement, the “Employment Documents”), and all capitalized terms used in this Agreement and not otherwise defined
are as set forth in the Employment Documents.
In consideration of the mutual promises, covenants and agreements in this Agreement, which MacDonald and the Companies
agree constitute good and valuable consideration, the parties stipulate and mutually agree as follows:
1. Resignation from Offices and Directorships. Effective as of May 20, 2015, MacDonald ceased to be Chief Executive
Officer of Hertz Equipment Rental Corporation (“HERC”), and resigned from all director, officer or other positions he holds on behalf
of the Companies (which for the avoidance of doubt and in conformity with the definition of “Companies,” shall include Holdings,
The Hertz Corporation and all of their subsidiaries and divisions, including, without limitation, HERC). MacDonald agrees to sign all
appropriate documentation, if any, prepared by the Companies to facilitate these resignations.
2. Employment Status/Separation. MacDonald and the Companies mutually agree that MacDonald’s employment with the
Companies ceased effective 20, 2015 (the “Date of Termination”), and that any notice period that may be required to be provided to
MacDonald under the Employment Documents is waived; provided, however, that solely for purposes of the amounts owed to
Macdonald under clause (a) of Section 3 and Section 4.b., MacDonald shall be deemed to have continued employment through June 9,
2015, which shall be deemed the Date of Termination for such purposes. The parties further agree that, except as otherwise provided in
this Agreement, neither MacDonald nor the Companies shall have any further rights, obligations, or duties under any other agreement
or arrangement relating to severance payments and benefits due to MacDonald, as of the date of this Agreement; provided, however,
that nothing in this Agreement shall affect the rights of MacDonald under applicable employee and executive benefit plans of the
Companies, as provided in Section 3 below.
3. Accrued Obligations and Vested Benefits. MacDonald is entitled to receive the following accrued obligations:
(a) pursuant to Section 8(e)(i) of the Employment Agreement, (i) all Base Salary earned or accrued but not yet paid through the Date of
Termination, and payment for any earned but unused vacation days accrued through the Date of Termination, which payments shall be
made to MacDonald no later than the next regularly scheduled payroll date after the Date of Termination; and (ii) any employee
benefits in which MacDonald is vested as of the Date of Termination under the terms of the employee and executive benefit plans of
the Companies in which MacDonald is a participant, which benefits shall be paid or provided in accordance with the terms of such
plans; and (b) reimbursement for any and all business expenses incurred prior to the Date of Termination, subject to the terms of the
Company’s reimbursement policy.
4. Severance Benefits. Provided that MacDonald signs and does not timely revoke this Agreement pursuant to Section 17 and
complies with the terms of this Agreement, Hertz shall provide
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Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by Morningstar® Document Research℠
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