Hertz 2015 Annual Report Download - page 128

Table of Contents
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On February 28, 2008, the Company's Board of Directors adopted the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan (the “Omnibus
Plan”) which was approved by its stockholders at the annual meeting of stockholders held on May 15, 2008 and amended and restated on May 27,
2010. On October 15, 2015, the Company’s stockholders re-approved the material terms of the performance objectives under the Omnibus Plan,
which allows the company to continue to grant equity incentive awards that are structured in a manner intended to qualify as tax-deductible,
performance-based compensation under Section 162(m) of the Code. A maximum of 32,700,000 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. The Company also granted awards under the Hertz Global Holdings, Inc. Stock Incentive
Plan (the “Stock Incentive Plan”) and the Hertz Global Holdings, Inc. Director Stock Incentive Plan (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, 2015, there were
4,557,407 shares of its common stock underlying awards outstanding under the Prior Plans. In addition, as of December 31, 2015, there were
9,429,723 shares of its common stock underlying awards outstanding under the Omnibus Plan.
In addition to the 13,987,130 shares underlying outstanding awards as of December 31, 2015, the Company had 53,521,350 shares of its common
stock available for issuance of which 12,633,685 shares are available under the Omnibus Plan, and 40,887,665 shares are 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.
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 $ 17
$ 11
$ 35
Income tax benefit (7)
(4)
(14)
Total $ 10
$ 7
$ 21
As of December 31, 2015, there was approximately $48 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 1.9 years, on a weighted average basis, of the requisite service period that began on the grant dates.
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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 change in control, as defined in the Omnibus Plan) specified by the compensation
committee of the Company's Board
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