Hertz 2013 Annual Report Download - page 117

Table of Contents
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the Pension Fund in the future. As part of the agreement, certain Pension Fund participants were effectively moved to the Hertz retirement
plan and the remaining participants were moved to a new pension plan sponsored by the Pension Fund. In connection with the complete
withdrawal from the Pension Fund, Hertz was subject to a withdrawal liability of approximately $24.1 million, substantially all of which was
paid in December 2012.
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Plans
On February 28, 2008, the Board of Directors of Hertz and Hertz Holdings jointly adopted the Hertz Global Holdings, Inc. 2008 Omnibus
Incentive Plan, or the “Omnibus Plan,” which was approved by the stockholders of Hertz Holdings at the annual meeting of stockholders
held on May 15, 2008 and amended and restated on May 27, 2010. A maximum of 32.7 million shares are reserved for issuance under the
Omnibus Plan. The Omnibus Plan provides for grants of both equity and cash awards, including non-qualified stock options, incentive stock
options, stock appreciation rights, performance awards (shares and units), restricted stock, restricted stock units and deferred stock units to
key executives, employees and non-management directors. We also granted awards under the Hertz Global Holdings, Inc. Stock Incentive
Plan, or the “Stock Incentive Plan,” and the Hertz Global Holdings, Inc. Director Stock Incentive Plan, or the “Director Plan”, or collectively
the “Prior Plans.”
The Omnibus Plan provides that no further awards will be granted pursuant to the Prior Plans. However, awards that had been previously
granted pursuant to the Prior Plans will continue to be subject to and governed by the terms of the Prior Plans. As of December 31, 2013,
there were 6.0 million shares of Hertz Holdings' common stock underlying awards outstanding under the Prior Plans. In addition, as of
December 31, 2013, there were 8.2 million shares of Hertz Holdings' common stock underlying awards outstanding under the Omnibus
Plan.
In addition to the 14.2 million shares underlying outstanding awards as of December 31, 2013, we had 19.9 million shares of Hertz
Holdings' common stock available for issuance of which 16.0 million is available under the Omnibus Plan, and 3.9 million is available
under the treasury stock. The shares of common stock to be delivered under the Omnibus Plan may consist, in whole or in part, of common
stock held in treasury or authorized but unissued shares of common stock, not reserved for any other purpose.
Shares subject to any award granted under the Omnibus Plan that for any reason are canceled, terminated, forfeited, settled in cash or
otherwise settled without the issuance of common stock after the effective date of the Omnibus Plan will generally be available for future
grants under the Omnibus Plan.
The non-cash stock-based compensation expense associated with the Prior Plans (as defined below) and the Omnibus Plan is pushed down
from Hertz Holdings and recorded on the books at the Hertz level.
A summary of the total compensation expense and associated income tax benefits recognized under the Prior Plans and the Omnibus Plan,
including the cost of stock options, RSUs, and PSUs, is as follows (in millions of dollars):
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


Compensation expense $36.1
$30.3
$31.0
Income tax benefit (14.0)
(11.7)
(12.0)
Total $22.1
$18.6
$19.0
As of December 31, 2013, there was approximately $29.9 million of total unrecognized compensation cost related to non-vested stock
options, RSUs and PSUs granted by Hertz Holdings under the Prior Plans and the Omnibus Plan. The total unrecognized compensation
cost is expected to be recognized over the remaining 1.4 years, on a weighted average basis, of the requisite service period that began on the
grant dates.
Stock Options and Stock Appreciation Rights
All stock options and stock appreciation rights granted under the Omnibus Plan will have a per-share exercise price of not less than the fair
market value of one share of Hertz Holdings common stock on the grant date. Stock options and stock appreciation rights will vest based on a
minimum period of service or the occurrence of events (such as a
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Source: HERTZ CORP, 10-K, March 31, 2014 Powered by Morningstar® Document Research℠
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