Hertz 2014 Annual Report Download - page 319

Exhibit 10.39
SPECIAL AWARD AGREEMENT
This Special Award Agreement (“Agreement”) is effective on July 1, 2014 (the “Effective Date’) by and between Robert J. Stuart
(hereinafter “Employee”) and The Hertz Corporation (hereinafter the “Company”). In consideration of the mutual promises made
herein, Employee and Company agree as follows:
1. Purpose of Special Award Agreement. The Company desires to provide an incentive for Employee to remain employed with
the Company for a Special Award Period (as defined below in Section 2). The Company shall provide a Special Award Bonus
(as defined below in Section 3) to Employee under the terms and conditions set forth in this Agreement if Employee remains
employed through the Special Award Period or is terminated as noted in Section 3 below and complies with the terms of this
Agreement. Any Special Award Bonus paid to Employee shall be in addition to other compensation and benefits which
Employee may otherwise be eligible to receive from the Company.
2. Special Award Period. The “Special Award Period” shall begin on the Effective Date and shall end on July 1, 2016.
Employee remains an employee-at-will during the entire time of employment with the Company, which means that Company
or Employee may terminate employment at any time with or without Cause (as defined under the Hertz Global Holdings, Inc.
2008 Omnibus Incentive Plan, or any successor Company equity plan (the “Omnibus Plan”)) and without advance notice.
3. Special Award Bonus Payable. The Company shall pay to Employee a total of One Million Dollars ($1,000,000) (the
“Target Bonus Amount”), with (i) 50% of the Target Bonus Amount to be payable if Employee remains employed with the
Company through July 1, 2015, and (i) 50% of the Target Bonus Amount to be payable if Employee remains employed with
the Company through July 1, 2016. Such amounts shall be payable on or as soon as administratively practicable after July 1,
2015 or July 1, 2016, as applicable, but no later than 60 days following such date.
If Employee’s employment with the Company during the Special Award Period is terminated by the Company without Cause,
the Company shall pay to Employee (or, if applicable, Employee’s estate) the Target Bonus Amount, less any amounts paid or
payable pursuant to the first paragraph of this Section 3. Such amount shall be payable as soon as administratively practicable
after such termination, but no later than 60 days following such termination.
If Employee’s employment with the Company during the Special Award Period is terminated due to death or Disability (as
defined under the Omnibus Plan), the Company shall pay to Employee (or, if applicable, Employee’s estate) an amount equal
to (i) the Target Bonus Amount multiplied by a fraction, the numerator of which is the number of complete months that have
elapsed from the Effective Date to the date of termination and the denominator of which is the number of complete months
from the Effective Date to July 1, 2016, less (ii) any amounts paid or payable pursuant to the first paragraph of this Section 3.
Such amount shall be payable as soon as administratively practicable after such termination, but no later than 60 days following
such termination.
The amounts payable to Employee in accordance with the preceding paragraphs are referred to herein collectively as the
“Special Award Bonus.”
If Employee’s employment with the Company during the Special Award Period is terminated for any other reason than as
described in the second and third paragraphs of this Section 3, the Company’s obligations under this Agreement will cease as
of such termination and Employee will not receive any payment hereunder.
Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by Morningstar® Document Research℠
The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,
except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.