Hertz 2014 Annual Report Download - page 309

MacDonald with the following severance payments and benefits, in full satisfaction of all termination obligations the Companies may
have to MacDonald:
a. Severance Payment. In satisfaction of the provisions of Section 8(e)(iii)(A) of the Employment Agreement, the
Company shall pay MacDonald an amount in cash equal to the product of (x) 2 and (y) the sum of MacDonald’s Base Salary
($1,100,000) plus MacDonald’s annual bonus under the Executive Incentive Plan for the year preceding the year in which the Date of
Termination occurs ($1,430,000), for a total gross amount of $ 5,060,000, to be paid to MacDonald in a lump sum on the thirtieth
(30th) day following the Date of Termination.
b. 2015 Pro Rata Bonus. In satisfaction of the provisions of Section 8(e)(iii)(B) of the Employment Agreement, the
Company shall pay MacDonald his Pro Rata Bonus, which is the pro-rated portion of his cash bonus that would have been payable to
MacDonald under the Executive Incentive Plan in respect of 2015 if he had remained employed through the relevant date for purposes
of payment of such bonus under such plan, based on the number of calendar days elapsed in in 2015 through the Date of Termination
(which is 160 days). In order to calculate MacDonald’s 2015 bonus, in accordance with Section 8(e)(iii)(B) of the Employment
Agreement, any subjective performance goals shall be deemed to be achieved at target. This Pro Rata Bonus amount shall be paid to
MacDonald in 2016 at the same time as such other Company executives are paid annual bonuses for 2015, if any, under the terms of
the Executive Incentive Plan, but in no event later than March 15, 2016.
c. Payment in Lieu of Certain Equity Awards. In satisfaction of the provisions of Section 8(b) of the Letter Agreement, the
Company shall pay MacDonald an amount in cash equal to $3,000,000 to be paid to MacDonald in a lump sum on the thirtieth (30th)
day following the Date of Termination.
d. Health Plan Coverage. In satisfaction of the provisions of Section 8(e)(iii)(C) of the Employment Agreement, the
Company shall provide MacDonald and his eligible family members with continued medical, dental and disability benefits under the
applicable benefit programs of the Companies (the “health and welfare benefits”). If MacDonald makes timely application for such
health and welfare benefits pursuant to MacDonald’s benefit continuation rights under the Consolidated Omnibus Budget
Reconciliation Act of 1985 (“COBRA”), the Company shall pay the premiums for such coverage to the same extent paid by the
Company immediately prior to the Date of Termination through the two-year anniversary of the Date of Termination, or the date on
which MacDonald becomes eligible for substantially similar health and welfare benefits through a new employer, whichever is earlier.
For the avoidance of doubt, the Company and MacDonald agree that the premiums paid for the benefit of MacDonald by the
Company hereunder shall be taxed as imputed income to MacDonald.
MacDonald acknowledges and agrees that the consideration set forth or referenced in Section 3 and this Section 4 constitute
satisfaction and accord for any and all compensation and benefits due and owing to him pursuant to any plan, agreement or other
arrangements relating to his employment with the Companies and termination thereof. MacDonald acknowledges and agrees that,
unless he enters into this Agreement, he would not otherwise be entitled to receive the consideration set forth in this Section 4.
5. Waiver and Release.
a. In exchange for receiving the monies and benefits described in Section 4 above, MacDonald does for himself and his
heirs, executors, administrators, successors, and assigns, hereby release, acquit, and forever discharge and hold harmless the
Companies and each of their divisions, subsidiaries, and affiliated companies, and their respective successors, assigns, officers,
directors,
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Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by Morningstar® Document Research℠
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