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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

  Filed by the Registrant ý

 

Filed by a Party other than the Registrant o

 

Check the appropriate box:

 

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Preliminary Proxy Statement

 

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

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Definitive Proxy Statement

 

o

 

Definitive Additional Materials

 

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Soliciting Material Pursuant to §240.14a-12


HERTZ GLOBAL HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
         
Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:
        
 
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Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1)

 

Amount Previously Paid:
        
 
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LOGO

Notice of
Annual Meeting
of Stockholders
and Proxy
Statement
May 27, 2010


LOGO

Hertz Global Holdings, Inc.
225 Brae Boulevard
Park Ridge, NJ 07656

April 9, 2010

Dear Stockholder:

        You are cordially invited to attend our annual meeting of stockholders to be held at 10:30 a.m. (Park Ridge time) on Thursday, May 27, 2010, at the Park Ridge Marriott Hotel, 300 Brae Boulevard, Park Ridge, New Jersey 07656.

        This year, we will be using the "Notice and Access" method of providing proxy materials to you via the Internet at www.hertz.com/stockholdermeeting, instead of by mail. We believe that this process should provide you with a convenient and quick way to access your proxy materials and vote your shares, while allowing us to conserve natural resources and reduce the costs of printing and distributing the proxy materials. On or about April 14, 2010, we will mail to our stockholders a Notice of Internet Availability of Proxy Materials (the "Notice") containing instructions on how to access our proxy statement and annual report to stockholders for 2009 and how to vote. The Notice also contains instructions on how to receive a paper copy of your proxy materials.

        Your vote is important. Please vote as promptly as possible by using the Internet, telephone or by signing, dating and returning the proxy card mailed to those who request to receive paper copies of this proxy statement. Whether you plan to attend the annual meeting or not, you may vote by following the instructions set forth in the Notice. If you attend the annual meeting, you may vote in person.

        Registration and seating will begin at 10:00 a.m. In order to be admitted to the annual meeting, a stockholder must present proof of stock ownership as of the April 2, 2010 record date, which can be the Notice, a proxy card, or a brokerage statement reflecting stock ownership as of the April 2, 2010 record date. Stockholders will be asked to sign an admittance card and must also present a form of photo identification such as a driver's license. Cameras and recording devices will not be permitted at the meeting.

    Sincerely,

 

 

GRAPHIC

 

 

Mark P. Frissora
Chairman and Chief Executive Officer


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OF HERTZ GLOBAL HOLDINGS, INC.

Time and Date:

  10:30 a.m. (Park Ridge time), Thursday, May 27, 2010

Place:

 

Park Ridge Marriott Hotel, 300 Brae Boulevard, Park Ridge, New Jersey 07656

Proposals:

 

1.

 

The election of the four nominees identified in the accompanying proxy statement to serve as directors for three-year terms;

 

2.

 

The approval of the amendment and restatement of the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan;

 

3.

 

The approval of the Hertz Global Holdings, Inc. Senior Executive Bonus Plan;

 

4.

 

The ratification of the selection of PricewaterhouseCoopers LLP as the Corporation's independent registered public accounting firm for the year 2010; and

 

5.

 

The transaction of any other business that may properly be brought before the annual meeting.


The Board of Directors of the Corporation recommends a vote FOR each of proposals 1 – 4.

Who Can Vote:   Only holders of record of the Corporation's common shares at the close of business on April 2, 2010 will be entitled to vote at the meeting. You may vote with respect to the matters described in the proxy statement by following the instructions set forth in the Notice of Internet Availability of Proxy Materials (the "Notice"), which contains instructions on how you can receive a paper copy of the proxy materials. You can vote your shares electronically via the Internet, by telephone, or by completing and returning the proxy card if you requested paper proxy materials or in person at our annual meeting.

Date of Mailing:

 

This proxy statement and accompanying materials were filed with the Securities and Exchange Commission on April 9, 2010 and we expect to first send the Notice to stockholders on April 14, 2010.

 
   

 

 

GRAPHIC

J. Jeffrey Zimmerman
Senior Vice President, General Counsel
and Secretary

Park Ridge, New Jersey
April 9, 2010



IMPORTANT INFORMATION ABOUT ANNUAL
MEETING AND PROXY PROCEDURES

        The Board of Directors of Hertz Global Holdings, Inc. is soliciting proxies to be used at the annual meeting of stockholders to be held on Thursday, May 27, 2010, beginning at 10:30 a.m. (Park Ridge time) at the Park Ridge Marriott Hotel, 300 Brae Boulevard, Park Ridge, New Jersey 07656. This proxy statement and accompanying materials were filed with the Securities and Exchange Commission ("SEC") on April 9, 2010 and we expect to first send the Notice of Internet Availability of Proxy Materials (the "Notice") to stockholders on April 14, 2010.

        Unless the context otherwise requires, in this proxy statement (i) the "Corporation" means Hertz Global Holdings, Inc., our top level holding company, (ii) "Hertz" means The Hertz Corporation, our primary operating company and a direct wholly owned subsidiary of Hertz Investors, Inc., which is wholly owned by the Corporation, (iii) "we," "us" and "our" mean the Corporation and its consolidated subsidiaries, including Hertz, (iv) "our Board" or "the Board" means the Board of Directors of the Corporation and (v) "our common stock" means the common stock of the Corporation.

The Purpose of the Annual Meeting

        At the annual meeting, stockholders will act upon the matters set forth in the Notice, including:

        The Corporation's senior management will also present information about the Corporation's performance during 2009 and will answer questions from stockholders.

Stockholders Entitled to Vote at the Annual Meeting

        Our Board has established the record date for the annual meeting as April 2, 2010. Only holders of record of the Corporation's common stock at the close of business on the record date are entitled to receive notice of the meeting and to vote at the meeting. On April 2, 2010, the Corporation had 411,366,789 shares of common stock outstanding.

Voting Procedures; Quorum

        If you are a stockholder of record, you may submit a proxy in two ways. First, you may follow the instructions on your Notice to vote by Internet or by telephone. Second, if you requested printed proxy materials, you may complete, sign, date and return the proxy card in the envelope enclosed with your printed proxy materials, which requires no postage stamp if mailed in the United States, so that it is received prior to our annual meeting. Finally, while we encourage voting in advance by proxy, stockholders of record also have the option of voting their shares in person at our annual meeting.

        The presence, in person or by proxy, of the holders of a majority of the shares entitled to vote at the annual meeting is necessary to constitute a quorum. Abstentions and "broker non-votes" are counted as present and entitled to vote for purposes of determining a quorum. A broker non-vote occurs when a nominee, such as a broker, holding shares in "street name" for a beneficial owner, does not vote on a particular proposal because that nominee does not have discretionary voting power with respect to a proposal and has not received instructions from the beneficial owner.

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        Each share of common stock is entitled to one vote and stockholders do not have the right to cumulate their votes for the election of directors.

        Directors are elected by the affirmative vote of a plurality of the shares of common stock present and validly cast in the election in person or by proxy. Under applicable Delaware law, abstentions will have no effect in determining the outcome of this vote. Broker non-votes will also have no effect in determining the outcome of this vote.

        Approval of the proposal ratifying the appointment of our independent public accounting firm and the proposals relating to the adoption of the Hertz Global Holdings, Inc. Senior Executive Bonus Plan and the amendment and restatement of the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan require the favorable vote of a majority of the shares of common stock present at the meeting in person or by proxy. Under applicable Delaware law, abstentions will have the same effect as a vote against these proposals because abstentions are treated as present and entitled to vote for purposes of determining the number of shares entitled to vote on the applicable proposal, but do not contribute to the affirmative votes required to approve the proposal. Broker non-votes will have no effect in determining the outcome of these votes because a broker non-vote will count neither as a vote for nor as a vote against the applicable proposal. For the approval of the amendment and restatement of the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan, New York Stock Exchange ("NYSE") rules require that the total vote cast (which includes for and against votes and abstentions, but excludes broker non-votes) on this proposal must represent over 50 percent of the shares of common stock entitled to vote on the proposal.

        If you are a stockholder of shares held in street name, and you would like to instruct your broker how to vote your shares, you should follow the directions provided by your broker. Please note that because the NYSE rules currently regard matters such as the ratification of independent public accounting firms as "routine," your broker is permitted to vote on the proposal to ratify the appointment of our independent public accounting firm even if it does not receive instructions from you. However, under NYSE rules, your broker does not have discretion to vote on the proposals to elect directors, adopt the Hertz Global Holdings, Inc. Senior Executive Bonus Plan or adopt the amendment and restatement of the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan if it does not receive instructions from you.

        Unless a stockholder gives instructions to the contrary, proxies will be voted in accordance with the Board's recommendations.

Notice of Internet Availability of Proxy Materials

        We are permitted to furnish proxy materials, including this proxy statement and our annual report to stockholders for 2009 (the "2009 Annual Report"), to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Our stockholders will not receive printed copies of the proxy materials unless they are requested. Instead, the Notice will instruct you as to how you may access and review all of the proxy materials on the Internet. It also instructs you as to how you may submit your proxy on the Internet. If you would like to receive a paper or e-mail copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice. Any request to receive proxy materials by mail or e-mail will remain in effect in the future until you revoke it. By receiving proxy materials online, you will save us the cost of producing and mailing documents to your home or business and help us conserve natural resources. If you receive more than one Notice, it generally means that some of your shares are registered differently or are in more than one account. Please provide voting instructions for each Notice you receive.

Revocation of Proxies

        Even if you voted by telephone or on the Internet or if you requested paper proxy materials and signed the proxy card in the form accompanying the proxy statement, you may revoke your proxy before

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it is voted at the annual meeting by delivering a signed revocation letter to J. Jeffrey Zimmerman, Senior Vice President, General Counsel and Secretary. You may also revoke your proxy by submitting a new proxy, dated later than your first proxy, or by a later-dated vote by telephone or on the Internet, in each case, as applicable. If you are attending in person and have previously mailed your proxy card, you may revoke your proxy and vote in person at the meeting. Your attendance at the annual meeting will not by itself revoke your proxy. If you are a stockholder of shares held in street name by your broker and you have directed your broker to vote your shares, you should instruct your broker to change your vote or obtain a proxy to vote your shares if you wish to cast your vote in person at the meeting.

Solicitation of Proxies

        Proxies may be solicited on behalf of our Board by mail, telephone, electronically on the Internet or in person, and Hertz will pay the solicitation costs on behalf of the Corporation. The Notice will be supplied to brokers, dealers, banks and voting trustees, or their nominees, for the purpose of soliciting proxies from beneficial owners, and Hertz will reimburse those record holders for their reasonable expenses on behalf of the Corporation. Georgeson Inc. has been retained by Hertz to facilitate the distribution of proxy materials at a fee of approximately $2,000 plus distribution costs and other costs and expenses.

Additional Information

        The Corporation's Form 10-K, as amended, for the fiscal year ended December 31, 2009 is filed with the SEC and may also be obtained via a link posted on the "Investor Relations" portion of our website, www.hertz.com. Copies of the Form 10-K, as amended, for the fiscal year ended December 31, 2009, or any exhibits thereto, will be sent within a reasonable time without charge upon written request to Hertz Global Holdings, Inc., 225 Brae Boulevard, Park Ridge, New Jersey 07656-0713, Attention: Corporate Secretary.

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PROPOSAL 1: ELECTION OF DIRECTORS

Board Structure

        The Corporation currently has twelve directors divided into three classes: four in Class I, four in Class II and four in Class III. The terms of office of the four Class I directors expire at the 2010 annual meeting of stockholders.

Class I Election

        The four nominees for election as Class I directors are listed below. If elected, the nominees for election as Class I directors will serve for a term of three years and until their successors are elected and qualify. If for any reason any nominee cannot or will not serve as a director, such proxies may be voted for the election of a substitute nominee designated by our Board.

Class I Nominees

        A plurality of the votes cast is required for the election of directors. This means that the director nominee with the most votes for a particular slot is elected for that slot. Only votes "for" or "withheld" affect the outcome. Abstentions and broker non-votes will have no effect for purposes of the election of directors. The Class I Nominees are as follows:

Director
  Age, Principal Occupation, Business
Experience and Other Directorships Held
  Director
Since
 
Barry H. Beracha
(Class I)
  Mr. Beracha has served as a director of the Corporation and Hertz since November 2006. He most recently served as Executive Vice President of Sara Lee Corp. and Chief Executive Officer of the Sara Lee Bakery Group, which was created when Sara Lee acquired The Earthgrains Company in 2001. Mr. Beracha retired from Sara Lee in June 2003. He also served as Chairman and Chief Executive Officer of The Earthgrains Company, which was spun off from Anheuser Busch Companies, Inc. in 1996. In 1967, Mr. Beracha joined Anheuser Busch Companies, Inc., and held various management positions of increasing responsibility within the company until the spin-off of The Earthgrains Company in March 1996, prior to which he held the title of Vice President and Group Executive of Anheuser Busch Companies, Inc. Mr. Beracha serves on the Board of Directors of Pepsi Bottling Group, where he served as the non-executive Chairman of the Board from March 2007 to October 2008 and is a member of the Compensation and Management Committee and of the Audit and Affiliated Transactions Committee, which he chaired prior to becoming the Non-Executive Chairman of the Board. Mr. Beracha retired from the Board of Directors of McCormick & Co., where he served as Chairman of the Compensation Committee, in March 2007. He served as Chairman of the Board of Trustees of St. Louis University from December 2005 to May 2009. Mr. Beracha is 68 years old.     2006  

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Director
  Age, Principal Occupation, Business
Experience and Other Directorships Held
  Director
Since
 
    The Board has concluded that Mr. Beracha should serve as a director because as a result of his significant experience in the roles of chairman and chief executive officer of leading companies and his service as non-executive Chairman of the Board of Pepsi Bottling Group, he brings to our Board extensive leadership, financial expertise, management and business development skills.        

Brian A. Bernasek
(Class I)

 

Mr. Bernasek has served as a director of the Corporation and Hertz since December 2006. Mr. Bernasek is a Principal of The Carlyle Group ("Carlyle"), which he joined in 2000. Prior to that time, he held positions with Investcorp International, a private equity firm, and Morgan Stanley & Co., in its Investment Banking Division. Mr. Bernasek serves on the Board of Directors of Allison Transmission. Mr. Bernasek is 37 years old.

 

 

2006

 

 

 

The Board has concluded that Mr. Bernasek should serve as a director because in addition to his demonstrated leadership skills as a Principal of Carlyle and his extensive experience in investment banking and private equity, he brings to our Board a deep knowledge of complex financial and investment issues and valuable insights on the automotive industry as a result of his current and past service on automotive and transportation related boards. Mr. Bernasek is a director nominee designated by Carlyle, one of our Sponsors, pursuant to the terms of the Stockholders' Agreement described under "Certain Relationships and Related Party Transactions—Stockholders' Agreement."

 

 

 

 

Robert F. End
(Class I)

 

Mr. End has served as a director of the Corporation and Hertz since December 2005. Mr. End is a Managing Director of Transportation Resource Partners ("TRP"), a private equity firm. Prior to joining TRP in 2009, Mr. End had been a Managing Director of Merrill Lynch Global Private Equity Division ("MLGPE"), where he served as Co-Head of the North American Region, and a Managing Director of Merrill Lynch Global Private Equity, Inc., the Manager of ML Global Private Equity Fund, L.P., a proprietary private equity fund which he joined in 2004. Previously, Mr. End was a founding Partner and Director of Stonington Partners Inc., a private equity firm established in 1994. Prior to leaving Merrill Lynch in 1994, Mr. End was a Managing Director of Merrill Lynch Capital Partners, Merrill Lynch's private equity group. Mr. End joined Merrill Lynch in 1986 and worked in the Investment Banking Division before joining the private equity group in 1989. Mr. End is a director of NPC International, Inc. and one other private company. Mr. End is 54 years old.

 

 

2005

 

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Director
  Age, Principal Occupation, Business
Experience and Other Directorships Held
  Director
Since
 
    The Board has concluded that Mr. End should serve as a director because Mr. End's years of experience with private equity groups provides our Board with useful insights into investments and business development and through his proven leadership skills as Managing Director of MLGPE and his service on other boards he brings to our Board significant knowledge and expertise. Mr. End is a Sponsor Nominee designated by MLGPE, one of our Sponsors, pursuant to the terms of the Stockholders' Agreement described under "Certain Relationships and Related Party Transactions—-Stockholders' Agreement."        

George W. Tamke
(Class I)

 

Mr. Tamke has served as Lead Director of the Corporation and Hertz since July 2006. Mr. Tamke served as the Chairman of the Board of Directors of the Corporation and Hertz from December 2005 until July 2006. Mr. Tamke is an operating officer with Clayton, Dubilier & Rice, LLC ("CD&R"). Prior to joining CD&R in 2000, he was an executive at Emerson Electric Co., a manufacturer of electrical and electronic equipment, serving as President and Chief Operating Officer from 1997 to 1999 and as Vice Chairman and Co-Chief Executive Officer from 1999 to February 2000. He has served as a director of Target Corporation since June 1999, as a director and Chairman of Culligan Ltd. since October 2004. Mr. Tamke was a director of Kinko's, Inc. from January 2001 to February 2004, its Chairman from August 2001 to February 2004, and its Interim President and Chief Executive Officer from January 2001 to August 2001. Mr. Tamke was a director and Chairman of ServiceMaster Global Holdings, Inc. from March 2007 to January 2010. Mr. Tamke is 62 years old.

 

 

2005

 

 

 

The Board has concluded that Mr. Tamke should serve as a director because of his demonstrated leadership skills as our Lead Director since 2006 and because he contributes to our Board the significant management, strategic and operational experience and good judgment that he gained in his roles of Co-Chief Executive Officer of Emerson Electric Co. and Chief Executive Officer of Kinko's, Inc. and as a director of public companies. In addition, his experience as a director of Target Corporation, Culligan Ltd. and ServiceMaster Global Holdings, Inc. gives Mr. Tamke a deep understanding of the role of the Board of Directors and positions him well to serve as Lead Director of the Corporation and Hertz. Mr. Tamke is a Sponsor Nominee designated by CD&R, one of our Sponsors, pursuant to the terms of the Stockholders' Agreement described under "Certain Relationships and Related Party Transactions—Stockholders' Agreement."

 

 

 

 

The Board recommends a vote FOR
all of the Class I nominees.

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Continuing Directors

        The eight directors whose terms will continue after the annual meeting and will expire at the 2011 annual meeting (Class II) or the 2012 annual meeting (Class III) are listed below:

Director
  Age, Principal Occupation, Business
Experience and Other Directorships Held
  Director
Since
 
Michael J. Durham
(Class II)
  Mr. Durham has served as a director of the Corporation and Hertz since November 2006. Mr. Durham served as Director, President and Chief Executive Officer of Sabre, Inc., then a NYSE-listed company providing information technology services to the travel industry, from October 1996, the date of Sabre, Inc.'s initial public offering, until October 1999. From March 1995 until July 1996, when Sabre was a subsidiary of AMR Corporation, he served as Sabre's President. Prior to joining Sabre, Mr. Durham spent 16 years with American Airlines, serving as the Senior Vice President and Treasurer of AMR Corporation and Senior Vice President of Finance and Chief Financial Officer of American Airlines from October 1989 until he assumed the position of President of Sabre in March of 1995. Mr. Durham currently serves as non-executive Chairman of the Board of Asbury Automotive Group, a NYSE-listed company in the automotive retailing industry and as a non-executive Chairman of the Board of Acxiom Corporation, a NASDAQ-listed company in the customer information management industry. Mr. Durham also serves as a member of the Boards of Directors of Culligan International, Inc. Travel Ad Network, Inc. and SCI Solutions, Inc., all privately held corporations. During the preceding five years, Mr. Durham has served on the Board of Directors of NWA, Corp. (the parent company of Northwest Airlines) and AGL Resources Inc., both publicly listed companies. Mr. Durham also served on the Board of Directors of Bombardier, Inc. a publicly traded Canadian corporation listed in Canada. Mr. Durham is 59 years old.     2006  

 

 

The Board concluded that Mr. Durham should serve as a director because of his extensive business experience, much of it gained serving in the travel and transportation industry. Mr. Durham's tenure both as Chief Executive Officer and Chief Financial Officer of large multinational public companies allows him to add value to the Corporation's Board. In particular, Mr. Durham is able to provide our Board with leadership skills and a breadth of knowledge about the challenges and issues facing companies in the travel sector. In addition, Mr. Durham's experience serving as the non-executive Chairman of the Board of a company in the automotive industry enables Mr. Durham to provide us with insight into the challenges facing the automotive industry and his role with Acxion Corporation provides important information-technology expertise. Mr. Durham's experience as a director, and frequently a member of the audit committee, on a number of different public and private company boards also gives him a valuable perspective to share with the Corporation.

 

 

 

 

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Director
  Age, Principal Occupation, Business
Experience and Other Directorships Held
  Director
Since
 
Mark P. Frissora
(Class II)
  Mr. Frissora has served as the Chief Executive Officer and Chairman of the Board of the Corporation and Hertz since January 1, 2007, and as Chief Executive Officer and a director of the Corporation and Hertz since July 2006. Prior to joining the Corporation and Hertz, Mr. Frissora served as Chief Executive Officer of Tenneco Inc. from November 1999 to July 2006 and as President of the automotive operations of Tenneco Inc. from April 1999 to July 2006. He also served as the Chairman of Tenneco from March 2000 to July 2006. From 1996 to April 1999, he held various positions within Tenneco Inc.'s automotive operations, including Senior Vice President and General Manager of the worldwide original equipment business. Previously Mr. Frissora served as a Vice President of Aeroquip Vickers Corporation from 1991 to 1996. In the 15 years prior to joining Aeroquip Vickers, he served for 10 years with General Electric and five years with Philips Lighting Company in management roles focusing on product development and marketing. He is a director of NCR Corporation, where he serves on its compensation committee. He is also a director of Walgreen Co., where he serves as the Chairman of the finance committee and is a member of the governance committee. Mr. Frissora is also a director of Delphi Automotive LLP and is a member of their audit and finance committees. Mr. Frissora is 54 years old.     2006  

 

 

The Board has concluded that Mr. Frissora should serve as a director because as our Chairman and CEO since 2006, he has demonstrated a deep knowledge and understanding of the Corporation, and the leadership abilities, financial and operational expertise, commitment, good judgment and management skills necessary to lead our Corporation. Pursuant to the terms of the Stockholders' Agreement, the Corporation and Sponsors are contractually obligated to take certain actions to ensure Mr. Frissora, in his capacity as CEO of the Corporation, is elected to the Board. In addition, Mr. Frissora's employment agreement provides that he will serve as a member of the Board and as Chairman of the Board.

 

 

 

 

David H. Wasserman
(Class II)

 

Mr. Wasserman has served as a director of the Corporation since August 2005 and of Hertz since December 2005. Mr. Wasserman is a financial officer of CD&R, which he joined in 1998. Prior to joining CD&R, he was employed by Goldman, Sachs & Co. in the Principal Investment Area. He has also been employed by Fidelity Capital and as a management consultant. Mr. Wasserman serves on the Board of Directors of Culligan Ltd., ServiceMaster Global Holdings, Inc. and ICO Global Communications (Holdings) Limited and formerly served as a director of Kinko's, Inc. and Covansys Corporation. Mr. Wasserman is 43 years old.

 

 

2005

 

 

 

 

 

 

 

 

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Director
  Age, Principal Occupation, Business
Experience and Other Directorships Held
  Director
Since
 
    The Board has concluded that Mr. Wasserman should serve as a director because with his financial experience at CD&R and Goldman, Sachs & Co., Mr. Wasserman provides our Board with a depth of financial and investment knowledge and with his service as a director of other major companies he brings to our Board valuable board experience and insights. Mr. Wasserman is a Sponsor Nominee designated by CD&R, one of our Sponsors, pursuant to the terms of the Stockholders' Agreement described under "Certain Relationships and Related Party Transactions—Stockholders' Agreement."        

Henry C. Wolf
(Class II)

 

Mr. Wolf has served as a director of the Corporation and Hertz since November 2006. Mr. Wolf served as Chief Financial Officer for Norfolk Southern Corporation from 1993 until his retirement from Norfolk Southern in July 2007. Mr. Wolf held the title of Vice Chairman and Chief Financial Officer of Norfolk Southern from 1998 until his retirement. From 1993 until 1998, he served as Executive Vice President of Finance of Norfolk Southern. He served as Norfolk Southern's Vice President of Taxation from 1991 until 1993, Assistant Vice President—Tax Counsel from 1984 until 1990, Senior Tax Counsel from 1983 until 1984, General Tax Attorney from 1976 until 1983 and Senior Tax Attorney from 1973 until 1976. Mr. Wolf is a director of AGL Resources, Inc., a NYSE-listed company in the natural gas industry, as well as the Chairman of its audit committee. He is also Chairman of the Board of Directors of Shenandoah Life Insurance Company. In addition, Mr. Wolf serves as Vice Rector of the Board of Visitors of the College of William and Mary, and as a Member of the Board of Trustees of the Colonial Williamsburg Foundation. Mr. Wolf is 67 years old.

 

 

2006

 

 

 

The Board has concluded that Mr. Wolf should serve as a director because Mr. Wolf's unique professional background with over forty years of experience with legal, financial, tax and accounting matters along with his demonstrated executive level management skills that he gained from his service as the Vice Chairman and Chief Financial Officer for Norfolk Southern and his service as a director and audit committee chairman of AGL Resources, Inc. make him an important advisor. In addition, his background in strategic planning and experience with mergers and acquisitions in a regulated environment represent an important resource for the Corporation.

 

 

 

 

Carl T. Berquist
(Class III)

 

Mr. Berquist has served as a director of the Corporation and Hertz since November 2006. Mr. Berquist joined Marriott International, Inc. in December 2002 as Executive Vice President, Financial Information and Enterprise Risk Management and served as Chief Accounting Officer of Marriott International. Effective May 1, 2009, Mr. Berquist became Executive Vice President and Chief Financial Officer of Marriott International. Prior to joining Marriott, Mr. Berquist was a partner at Arthur Andersen LLP. During his 28-year career with Arthur Andersen, Mr. Berquist held numerous leadership positions covering the management of the business as well as various operational roles, including managing partner of the worldwide real-estate and hospitality practice. His last position was managing partner of the mid-Atlantic region which included five offices from Philadelphia, Pennsylvania to Richmond, Virginia. Mr. Berquist is a board member of several private companies and is a member of the Board of Trustees of the Business School at Penn State University. Mr. Berquist is 59 years old.

 

 

2006

 

9


Director
  Age, Principal Occupation, Business
Experience and Other Directorships Held
  Director
Since
 
    The Board has concluded that Mr. Berquist should serve as a director because with his demonstrated years of leadership in management and operational positions as a chief financial officer, enterprise risk management executive and major audit company partner, he provides our Board with in-depth knowledge and experience in financial, accounting and risk management issues. His knowledge of the travel industry gained while at Marriott also makes him an important asset to the Board.        

Gregory S. Ledford
(Class III)

 

Mr. Ledford has served as a director of the Corporation since September 2005 and of Hertz since December 2005. Mr. Ledford is a Managing Director of Carlyle. Mr. Ledford joined Carlyle in 1988 and is currently head of Carlyle's Automotive and Transportation practice. He led Carlyle's investments in Horizon Lines Holdings Corporation, Grand Vehicle Works Holdings Corporation and Piedmont/Hawthorne Holdings Inc. From 1991 to 1997, he was Chairman and Chief Executive Officer of The Reilly Corp., a former Carlyle portfolio company that was successfully sold in September 1997. Prior to joining Carlyle, Mr. Ledford was Director of Capital Leasing for MCI Communications. Mr. Ledford serves on the Boards of Directors of Allison Transmission and United Components Inc. Mr. Ledford is 52 years old.

 

 

2005

 

 

 

The Board has concluded that Mr. Ledford should serve as a director because in addition to his demonstrated leadership and consensus building skills as Managing Director of the Carlyle Group and his service as a director on a number of automotive industry boards, his years of experience in automotive-related positions provides our Board with valuable insights and a unique perspective on automotive and transportation related issues. Mr. Ledford is a Sponsor Nominee designated by Carlyle, one of our Sponsors, pursuant to the terms of the Stockholders' Agreement described under "Certain Relationships and Related Party Transactions—Stockholders' Agreement."

 

 

 

 

10


Director
  Age, Principal Occupation, Business
Experience and Other Directorships Held
  Director
Since
 
Angel L. Morales
(Class III)
  Mr. Morales has served as a director of the Corporation and Hertz since April 2010. Mr. Morales is a Managing Director, Head of the Industrial Group and member of the Investment Committee of BAML Capital Partners ("BAMLCP"), the private equity division of Bank of America Corporation ("Bank of America"). Mr. Morales was a founding member of Merrill Lynch Global Private Equity, the private equity arm of Merrill Lynch & Co., Inc. ("Merrill Lynch") prior to its merger with Bank of America. Mr. Morales joined Merrill Lynch in 1996. Mr. Morales is a director and Chair of the Audit Committee of Aeolus Re Ltd and a director of Nuveen Investments, Inc. Mr. Morales is 36 years old.     April
2010
 

 

 

The Board has concluded that Mr. Morales should serve as a director because Mr. Morales' years of experience in the private equity industry provides our Board with useful insights into investments and business development and through his proven leadership skills as a Managing Director of BAMLCP and his service on other boards he brings to our Board significant knowledge and expertise. Mr. Morales is a Sponsor Nominee designated by MLGPE, one of our Sponsors, pursuant to the terms of the Stockholders' Agreement described under "Certain Relationships and Related Party Transactions—-Stockholders' Agreement."

 

 

 

 

Nathan K. Sleeper
(Class III)

 

Mr. Sleeper served as a director of the Corporation from August to September 2005 and has served as a director of the Corporation and Hertz since December 2005. Mr. Sleeper is a financial officer of CD&R, which he joined in 2000. Prior to joining CD&R, he was employed by Goldman, Sachs & Co. in the Investment Banking Area. He has also been employed by Tiger Management. He has served as a director of Culligan Ltd. since October 2004, as a director of U.S. Foodservice, Inc. since July 2007 and as a director of NCI Building Systems, Inc. since November 2009. Mr. Sleeper is 36 years old.

 

 

2005

 

 

 

The Board has concluded that Mr. Sleeper should serve as a director because his extensive experience in investment banking and as a financial principal at CD&R provides our Board with a depth of financial knowledge, business development and investment expertise. Mr. Sleeper is a Sponsor Nominee designated by CD&R, one of our Sponsors, pursuant to the terms of the Stockholders' Agreement described under "Certain Relationships and Related Party Transactions—Stockholders' Agreement."

 

 

 

 

11



PROPOSAL 2: THE APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE
HERTZ GLOBAL HOLDINGS, INC. 2008 OMNIBUS INCENTIVE PLAN

        On March 4, 2010, upon recommendation of the Compensation Committee, the Board of Directors of the Corporation adopted the amendment and restatement of the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan (the "Amended Plan"), subject to the approval of our stockholders. The primary purpose of the amendment and restatement is to: (i) increase by 15,000,000 the number of shares of common stock available for grant under the Amended Plan from 17,700,000 to 32,700,000 shares of common stock, (ii) expand the performance goal criteria for performance awards to include total net cash flow and customer satisfaction, (iii) clarify that certain awards may be payable in shares of common stock, cash or a combination of both, (iv) permit the granting of restricted stock and restricted stock unit awards with a vesting period of less than three years for an aggregate number of shares of common stock not to exceed 5% of the total number of shares of common stock available for issuance under the Amended Plan, (v) incorporate prior non-material amendments approved by the Board of Directors, (vi) reflect certain amendments to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and (vii) make certain other administrative changes.

        The Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan was first approved by stockholders in May 2008 (the "2008 Omnibus Plan"), and has been employed as a principal feature of the Corporation's compensation program since that time. If the stockholders approve the Amended Plan, it will allow us to use the additional shares authorized for issuance pursuant to the Amended Plan to assist the Corporation in achieving its goals of increasing profitability and stockholder value, while also preserving a federal income tax deduction under Section 162(m) of the Code for certain compensation paid under the Amended Plan. The Board of Directors believes that the ability to grant stock options, stock appreciation rights, performance stock, restricted stock and other equity awards is necessary for us to attract and retain the services of well-qualified employees and advisors, including officers and directors who will contribute to our success. As of March 26, 2010, there were 4,954,454 shares available for issuance under the 2008 Omnibus Plan. Accordingly, unless our stockholders approve the increase in shares reserved for issuance under the Amended Plan, we will be limited in our ability to make equity awards to our employees, non-employee directors or consultants.

        A description of the material provisions of the Amended Plan is set forth below. The statements made in this Proposal 2 concerning the terms and provisions of the Amended Plan are summaries and do not purport to be a complete recitation of the Amended Plan provisions. These statements are qualified in their entirety by express reference to the full text Amended Plan, including as it is proposed to be amended. The full text of the Amended Plan is attached to this proxy statement as Annex A and is incorporated by reference herein.

        As of March 26, 2010, the closing price of our common stock was $10.01.

Administration and Eligibility

        The Amended Plan will be administered by the Compensation Committee or its designee. Employees, non-employee directors or consultants of the Corporation and its subsidiaries will be eligible to receive awards of common stock, stock options, stock appreciation rights, performance stock, performance stock units, performance units, restricted stock, restricted stock units or deferred stock units at the Compensation Committee's discretion. There are approximately 25,000 employees and 11 non-employee directors eligible to receive awards under the Amended Plan. Subject to applicable law, the Compensation Committee may delegate to an officer, director or group of officers or directors of the Corporation or its affiliates some or all of its authority under the Amended Plan with respect to participants who are not our executive officers.

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Shares Available for Issuance

        Prior to this amendment and restatement, 17,700,000 shares were authorized for issuance under the 2008 Omnibus Plan. As of March 26, 2010, 4,954,454 shares remained available for awards under the 2008 Omnibus Plan. If the Amended Plan is approved by our stockholders, an additional 15,000,000 shares, for a total of 19,954,454, will be available for issuance. A participant may receive a maximum of 5,000,000 stock options or stock appreciation rights and 5,000,000 shares of performance stock or performance stock units in any 36 month period. The maximum dollar amount of cash that may be earned by an individual in connection with the grant of performance units during any calendar year may not exceed $7,500,000. Awards that for any reason are canceled, terminated, forfeited, settled in cash or otherwise settled without the issuance of common stock will be available again under the Amended Plan. In the event of a stock dividend, stock split, share combination, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares or other similar event affecting the Corporation's common stock, the Compensation Committee will adjust the shares available under the Amended Plan and any outstanding awards to reflect the event and preserve the intrinsic value of the awards. Under the Amended Plan, the Compensation Committee is not permitted to reduce the exercise price of outstanding options or the base price of outstanding stock appreciation rights or grant any new award or cash payment in substitution or upon cancellation of options or stock appreciation rights for any other reason, unless the adjustment is approved by our stockholders.

Amendment or Termination

        The Board or Compensation Committee may terminate, amend or suspend the Amended Plan at any time. The Amended Plan will continue in effect until March 4, 2020 (or if applicable, the 10 year anniversary of the date of the latest stockholder approval of the Amended Plan) if not earlier terminated by the Board or Compensation Committee. An amendment to the Amended Plan will be submitted for stockholder approval to the extent required by the Code or other applicable laws, rules or regulations or if the amendment will (i) materially increase the benefits under the Amended Plan, (ii) materially increase the number of shares of our Corporation's common stock subject to the Amended Plan or the individual award limitations set forth in the plan, other than for antidilutive purposes, (iii) modify the restrictions on repricing set forth in the plan or (iv) materially modify the requirements for participation in the Amended Plan.

Stock Options and Stock Appreciation Rights

        Options granted under the Amended Plan may be incentive stock options (within the meaning of Section 422 of the Code) or non-statutory stock options. The grant date of options granted under the Amended Plan will be the date the options are awarded by the Compensation Committee or a future date determined by the Compensation Committee. Except in the case of replacement awards, options will have an exercise price per share that is no less than the fair market value (as defined in the Amended Plan) of a share of common stock on the option grant date.

        Options under the Amended Plan will vest based on a minimum period of service or the occurrence of certain events, as determined by the Compensation Committee. No option will remain exercisable beyond 10 years after its grant date.

        Stock appreciation rights may be granted to participants in tandem with options or on their own. Unless otherwise determined by the Compensation Committee at or after the grant date, tandem stock appreciation rights will have substantially similar terms as the options with which they are granted. The grant date of stock appreciation rights granted under the Amended Plan will be the date the stock appreciation rights are awarded by the Compensation Committee or a future date determined by the Compensation Committee. Free-standing stock appreciation rights will vest based on a minimum period

13



of service or the occurrence of events, as determined by the Compensation Committee. No stock appreciation right will remain exercisable longer than 10 years after its grant date.

        Unless otherwise determined by the Compensation Committee at or after the grant date, in the event of a participant's death or disability, the participant's unvested options or stock appreciation rights will vest and all of the participant's options and stock appreciation rights will remain exercisable until the first anniversary of the participant's termination of employment (or the expiration of the award's term, whichever is earlier). If a participant's employment is terminated for cause, all of the participant's options and stock appreciation rights will immediately be forfeited and canceled. If a participant's employment is terminated without cause or as a result of retirement, then the participant may exercise any options and stock appreciation rights that are exercisable on the date of such termination until the earlier of (i) the 90th day following the date of such termination or, if later, the 90th day following expiration of any blackout period in effect with respect to such options or stock appreciation rights, and (ii) the expiration of the term of such options or stock appreciation rights, and any options and stock appreciation rights that are not exercisable upon the participant's termination or retirement shall be forfeited and canceled as of the date of such termination; provided that, in the case of a participant's termination as a result of retirement, if the Compensation Committee requests and the participant agrees to execute a release of claims and be bound by certain restrictive covenants, then the participant's options and stock appreciation rights may be exercised over a longer period (but no later than the expiration of the award's term). Unless otherwise determined by the Compensation Committee at or after the grant date, upon a termination of a participant's employment for any other reason, the participant may exercise any vested options or stock appreciation rights until the earlier of (i) the 30th day following the participant's date of termination or, if later, the 30th day following the expiration of any blackout period in effect with respect to the options or stock appreciation rights or (ii) the expiration of the award's term.

Performance Stock, Performance Stock Units, Performance Units

        Performance stock is common stock of the Corporation that is subject to forfeiture until predetermined performance conditions have been achieved. A performance stock unit is a contractual right to receive a stated number of shares of common stock, or if provided by the Compensation Committee on or after the grant date, cash equal to the fair market value of such shares of common stock or any combination of shares of common stock and cash having an aggregate fair market value equal to such stated number of shares of common stock, which right is forfeitable until the achievement of predetermined performance conditions. A performance unit is a contractual right to receive a cash-denominated award, payable in cash or shares of common stock or a combination thereof, which right is forfeitable until the achievement of predetermined performance conditions.

        The grant date of any performance stock, performance stock units or performance units granted under the Amended Plan will be the date on which such performance stock, performance stock units or performance units are awarded by the Compensation Committee or on such other future date as the Compensation Committee shall determine. Performance stock, performance stock units and performance units granted under the Amended Plan will vest based on the achievement of pre-determined performance goals over performance periods determined by the Compensation Committee or upon the occurrence of certain events, as determined by the Compensation Committee. Unless otherwise determined by the Compensation Committee at or after the grant date, in the event of a participant's death or disability, a pro rata portion of the participant's performance stock, performance stock units and performance units will vest to the extent performance goals are achieved at the end of the performance period.

        Unless otherwise determined by the Compensation Committee at or after the grant date, upon a termination of employment for any other reason, all outstanding performance stock, performance stock units and performance units held by the participant will be immediately canceled, provided that if the termination of employment is the result of retirement, and the Compensation Committee requests and the participant agrees to execute a release of claims and be bound by certain restrictive covenants, then,

14



so long as the participant complies with the covenants in its agreement, a pro rata portion of the participant's performance stock, performance stock units and performance units will vest to the extent performance goals are achieved at the end of the performance period.

Restricted Stock, Restricted Stock Units and Share Awards

        Restricted stock is common stock of the Corporation that is subject to forfeiture until vested. A restricted stock unit is a contractual right to receive a stated number of shares of common stock, or if provided by the Compensation Committee on or after the grant date, cash equal to the fair market value of such shares of common stock or any combination of shares of common stock and cash having an aggregate fair market value equal to such stated number of shares of common stock, that is subject to forfeiture until vested. Share awards are awards of unrestricted common stock.

        The grant date of any restricted stock or restricted stock unit under the Amended Plan will be the date on which such restricted stock or restricted stock units are awarded by the Compensation Committee or on such other future date as the Compensation Committee shall determine. Restricted stock and restricted stock units granted under the Amended Plan will vest based on a minimum period of service (generally over a three-year period) or the occurrence of events specified by the Compensation Committee. The Compensation Committee has the discretion to grant restricted stock and restricted stock unit awards that have a vesting period of less than three years for an aggregate number of shares of common stock not to exceed 5% of the total number of shares of common stock available for issuance under the Amended Plan. Unless otherwise determined by the Compensation Committee at or after the grant date, in the event of a participant's death or disability, a pro rata portion of the participant's restricted stock and restricted stock units will vest, and the remainder will be forfeited. Unless otherwise determined by the Compensation Committee at or after the grant date, upon a termination of employment for any other reason, any unvested restricted stock or restricted stock units of the participant will be canceled. Share awards are granted by the Compensation Committee upon terms and conditions determined by the Compensation Committee in its discretion.

Deferred Stock Units

        Each deferred stock unit granted under the Amended Plan represents the contractual right to receive a stated number of shares of common stock or, if provided by the Compensation Committee on or after the grant date, cash equal to the fair market value of such shares of common stock or any combination of shares of common stock and cash having an aggregate fair market value equal to such stated number of shares of common stock, on a specified future date. The grant date of any freestanding deferred stock units under the Amended Plan will be the date on which such freestanding deferred stock units are awarded by the Compensation Committee or on such other future date as the Compensation Committee shall determine. Deferred stock units may be granted by the Compensation Committee independent of other awards or compensation, or subject, to the extent permitted by law and subject to the terms and conditions the Compensation Committee determines, they may be received at the participant's election instead of cash compensation. Generally, upon a participant's termination of employment other than for cause, the Corporation will issue to the participant the shares of common stock underlying any of the participant's deferred stock units. If a participant's employment terminates for cause, any deferred stock units granted independently by the Compensation Committee will be immediately canceled.

Change in Control

        Upon the occurrence of a change in control of the Corporation (as defined in the Amended Plan), unless outstanding awards are honored, assumed or substituted with alternative awards that provide substantially similar terms, conditions and economic value to the substituted awards, all awards will immediately become exercisable and any restrictions related to the awards will lapse, provided, that, at the discretion of the Compensation Committee (as constituted immediately prior to the change in

15



control) each option, stock appreciation right, restricted stock unit and/or deferred stock unit may be canceled in exchange for an amount of cash calculated pursuant to the Amended Plan. Notwithstanding the foregoing, the Compensation Committee may, in its discretion, instead terminate any outstanding options or stock appreciation rights if either the Corporation provides holders of such options and stock appreciation rights with reasonable advance notice to exercise their outstanding and unexercised options and stock appreciation rights, or the Compensation Committee reasonably determines that the change in control price (as defined in the Amended Plan) is equal to or less than the exercise price for such options or stock appreciation rights.

Forfeiture

        Unless otherwise determined by the Compensation Committee, participants will be subject to confidentiality, non-competition and non-solicitation covenants during the period commencing with a participant's employment and continuing until the one year period following the later of the participant's termination of employment and the expiration of any post-termination exercise period. If the participant violates any of these covenants during the protected period, any unexercised options, stock appreciation rights, outstanding performance stock, performance stock units, performance units, restricted stock or restricted stock units will be forfeited as of the date the violation occurred. The participant must also pay to the Corporation any financial gain on options or stock appreciation rights exercised or performance stock, performance stock units, performance units, restricted stock or restricted stock units vesting, or share awards granted, in the twelve month period prior to the violation. The Compensation Committee may also require that a participant forfeit some or all of his outstanding options, stock appreciation rights, performance stock, performance stock units, performance units, restricted stock or restricted stock units or the portion of the proceeds that a participant realized from the sale of common stock subject to any options, stock appreciation rights or received as share awards or in settlement of any performance stock, performance stock units, performance units, restricted stock or restricted stock units, if the participant engages in misconduct, fraud or gross negligence that results in, or is connected with, a restatement of the Corporation's financial statements. In addition, all awards granted under the Amended Plan are subject to the Corporation's compensation recovery policy under the Corporation's Standards of Business Conduct to the extent applicable. See "Compensation Discussion and Analysis—Policy On Recovering Bonuses In The Event of a Restatement" for a description of the Corporation's compensation recovery policy.

New Plan Benefits and Option History

        Future benefits under the Amended Plan are not currently determinable. Moreover, it is also not possible to determine the amounts that would have been paid for 2009 had the Amended Plan been in effect during such year.

        From the inception of the 2008 Omnibus Plan through March 26, 2010, options granted under the Plan include the following:

Name and Principal Position
  Number of Options  

Mark P. Frissora, Chief Executive Officer

    740,174  

Elyse Douglas, Chief Financial Officer

    172,707  

Michel Taride, President, Hertz Europe Limited

    127,063  

Gerald Plescia, President, Hertz Equipment Rental Corporation

    120,772  

Jeffrey Zimmerman, General Counsel, Secretary

    117,441  

Joseph R. Nothwang, President, Vehicle Rental and Leasing, The Americas and Pacific

    0  

All current executive officers as a group (including those listed above)

    2,282,687  

All employees as a group (other than current executive officers)

    1,887,268  

All directors as a group

    209,748  

16


Federal Income Tax Consequences

Options

        The grant of an option under the Amended Plan will generally not give rise to any tax consequences for the participant or the Corporation.

Incentive Stock Options

        A participant generally will have no taxable income upon exercise of an incentive stock option, except that the alternative minimum tax may apply. Subject to certain statutory restrictions, gain realized upon a disposition of the Corporation's common stock received pursuant to the exercise of an incentive stock option will generally be taxed as long-term capital gain if (1) the participant holds the shares for at least two years after the date of grant and one year after the date of exercise and (2) at all times during the period beginning on the option grant date and ending on the day three months before the option is exercised the participant remains our employee or an employee of our subsidiary (the "holding period requirement"). The Corporation will not be entitled to a deduction with respect to the exercise of an incentive stock option, except as discussed below. Generally, if the participant has not satisfied the holding period requirement described above, the participant will recognize ordinary income upon the disposition of the common stock equal to the excess of the fair market value of the common stock at the time the option was exercised over the exercise price (but not in excess of the gain realized on the sale). The balance of the realized gain, if any, will generally be capital gain. The Corporation will generally be entitled to a deduction to the extent the participant recognizes ordinary income.

Nonqualified Stock Options

        Upon exercise of a non-qualified stock option, a participant generally will recognize ordinary income equal to the difference between the fair market value of the shares acquired and the exercise price. Upon a disposition of the shares acquired by the exercise of a non-qualified option, the participant generally will have taxable capital gain or loss, measured by the difference between the amount realized on the disposition and the tax basis of the shares of common stock (generally, the amount paid for the shares plus the amount treated as ordinary income at the time the option was exercised). The Corporation generally will be entitled to a tax deduction equal to the amount recognized as ordinary income by the participant in connection with an option, stock appreciation rights, or other award, but will be entitled to no tax deduction relating to amounts that represent a capital gain to a participant.

Section 162(m)

        Section 162(m) of the Code places a limit of $1,000,000 per person on the amount the Corporation may deduct in any one year for compensation paid to its CEO and the next three highest compensated officers (other than the Chief Financial Officer); provided, however, that Section 162(m) of the Code generally allows a company to obtain tax deductions without limit for performance-based compensation. The Corporation intends that options and stock appreciation rights, and, subject to stockholder approval of the performance goals applicable to performance-based awards, performance stock, performance stock units and performance units granted under the Amended Plan will qualify as performance-based compensation not subject to Code Section 162(m)'s $1,000,000 deductibility cap. A number of requirements must be met in order for particular compensation to so qualify, however, so there can be no assurance that such compensation will be fully deductible in all circumstances. In addition, other awards under the Amended Plan, such as restricted stock and restricted stock units, generally may not qualify for the performance-based compensation exception, so that compensation paid to executive officers in connection with such awards may not be deductible.

17


Performance Objectives that May be Applied Under the Amended Plan

        As described above, certain awards under the Amended Plan may be subject to performance objectives. Performance objectives applicable to awards intended to qualify as performance-based compensation under Section 162(m) of the Code will be based on the relative or comparative achievement of one or more of the following criteria, whether in absolute terms or relative to the performance of one or more similarly situated companies or a published index covering the performance of a number of companies: net sales; revenue; revenue growth or product revenue growth; operating income (before or after taxes); pre- or after-tax income (before or after allocation of corporate overhead and bonus); net earnings; earnings per share; net income (before or after taxes); return on equity; total stockholder return; return on assets or net assets; appreciation in and/or maintenance of share price; market share; gross profits; earnings (including adjusted pre-tax earnings, earnings before taxes, earnings before interest and taxes or earnings before interest, taxes, depreciation and amortization); economic value-added models or equivalent metrics; comparisons with various stock market indices; reductions in costs; total net cash flow; cash flow or cash flow per share (before or after dividends); return on capital (including return on total capital or return on invested capital); cash flow return on investment; improvement in or attainment of expense levels or working capital levels; operating margins, gross margins or cash margin; year-end cash; debt reductions; stockholder equity; market share; regulatory achievements; and implementation, completion or attainment of measurable objectives with respect to customer satisfaction, research, development, products or projects and recruiting and maintaining personnel. Performance objectives under the Amended Plan may be established on a company-wide basis or with respect to one or more business units or divisions, or subsidiaries.

        The foregoing objectives may include or exclude any or all "extraordinary items" as determined under Generally Accepted Accounting Principles in the United States of America ("GAAP") and as identified in the financial statements, notes to the financial statements or management's discussion and analysis in the most recent report filed with the Securities and Exchange Commission including, without limitation, the charges or costs associated with restructurings of the Corporation, discontinued operations, other unusual or non recurring items, and the cumulative effects of accounting changes. Under the Amended Plan, the Compensation Committee is not permitted to exercise its discretion with respect to performance objectives for awards to covered executives intended to be "performance-based compensation" under Section 162(m) of the Code if doing so (or if the ability to do so) would cause the award to fail to qualify as "performance-based" compensation under Section 162(m) of the Code.

        The foregoing general tax discussion is intended for the information of stockholders considering how to vote with respect to this proposal and not as tax guidance to participants in the Amended Plan. Participants in the Amended Plan are strongly urged to consult their own tax advisors regarding the federal, state, local, foreign and other tax consequences to them of participating in the Amended Plan.

The Board recommends a vote FOR the approval of the amendment and restatement of the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan.

18



PROPOSAL 3: APPROVAL OF THE HERTZ GLOBAL HOLDINGS, INC. SENIOR
EXECUTIVE BONUS PLAN

        On March 4, 2010, upon recommendation of the Compensation Committee, the Board of Directors of the Corporation adopted the Hertz Global Holdings, Inc. Senior Executive Bonus Plan (the "Bonus Plan"), subject to the approval of our stockholders. The Bonus Plan is intended to govern the award and payment of annual cash bonuses to certain of the Corporation's and its subsidiary's officers. The Board of Directors directed that the Bonus Plan be submitted to the Corporation's stockholders for approval so that payments under the Bonus Plan may qualify as performance-based compensation under Section 162(m) of the Code.

        A description of the material provisions of the Bonus Plan is set forth below. The statements made in this Proposal 3 concerning terms and provisions of the Bonus Plan are summaries and do not purport to be a complete recitation of the Bonus Plan provisions. These statements are qualified in their entirety by express reference to the full text of the Bonus Plan, a copy of which is attached to this proxy statement as Annex B and is incorporated by reference herein.

Section 162(m) of the Internal Revenue Code of 1986, As Amended

        Approval of the material terms of the performance goals set forth in the Bonus Plan is intended to allow awards under the Bonus Plan to the Corporation's CEO and other executive officers to qualify as tax-deductible performance-based compensation under Section 162(m) of the Code. As mentioned below, the Bonus Plan contains a formula that establishes the maximum award amount permitted for each participant under the Bonus Plan for a performance period. The Committee is authorized to use its negative discretion to decrease (but not increase) the maximum amount. For 2010, the Board currently anticipates that the Committee will use its negative discretion to determine the final awards under the Bonus Plan to the Corporation's CEO and other executive officers using the Executive Incentive Compensation Program ("EICP") performance criteria more specifically described in "Compensation Discussion and Analysis—Annual Incentives—2010 Annual Incentives." In such circumstance, any such payments made under the Bonus Plan are intended to qualify as tax-deductible performance-based compensation under Section 162(m) of the Code.

        Section 162(m) of the Code places a limit of $1,000,000 per person on the amount the Corporation may deduct in any one year for compensation paid to its CEO and the next three highest compensated officers (other than the Chief Financial Officer); provided, however, that Section 162(m) of the Code generally allows a company to obtain tax deductions without limit for performance-based compensation. The Corporation intends that, subject to stockholder approval of the performance goals in the Bonus Plan, awards made pursuant to the Bonus Plan will qualify as performance-based compensation not subject to Code Section 162(m)'s $1,000,000 deductibility cap. A number of requirements must be met in order for particular compensation to so qualify, however, so there can be no assurance that such compensation will be fully deductible in all circumstances.

        If the Bonus Plan is not approved by the stockholders, we will not grant any awards under the Bonus Plan. However, we may otherwise grant annual cash bonuses to the executive officers who would have been eligible to participate in the Bonus Plan. In that event, these bonuses would not qualify as performance-based compensation under Section 162(m) of the Code, and, accordingly, all or a portion of the bonuses might not be deductible by the Corporation for federal income tax purposes.

Administration

        The Bonus Plan will be administered by a committee designated by the Board (the "Committee"), provided that the Committee must consist solely of two or more "outside directors" within the meaning of Section 162(m) of the Code. The Board currently anticipates that the Compensation Committee will be the Committee that administers the Bonus Plan.

19


Performance Period; Eligibility for Awards Under the Bonus Plan

        Awards granted under the Bonus Plan will relate to a specific performance period of the Corporation, which typically means the fiscal year of the Corporation; provided, however, that the Committee may designate that the performance period for an award be more than one fiscal year, so long as the designation is made within the time period permitted by Section 162(m) of the Code.

        Executive officers are eligible to participate in the Bonus Plan. In addition, officers of the Corporation or its subsidiaries who are (or who, in the determination of the Committee, may reasonably be expected to be) "covered employees" within the meaning of Section 162(m) of the Code for the applicable performance period and who are designated to participate in the Bonus Plan by the Committee on or before the first March 30th of the applicable performance period (or such later date, if any, as permitted under Section 162(m) of the Code) are eligible to participate in the Bonus Plan. Currently, there are approximately 15 employees eligible to receive awards under the Bonus Plan.

Other Material Features of the Bonus Plan

Performance Goals in the Bonus Plan

        Under the Bonus Plan, the business criterion on which the performance goal is based is EBITDA. EBITDA is defined in the Bonus Plan as, for a performance period, consolidated net income before net interest expense, consolidated income taxes and consolidated depreciation and amortization; provided, however, that EBITDA excludes any or all "extraordinary items" as determined under GAAP including, without limitation, the charges or costs associated with restructurings of the Corporation, discontinued operations, other unusual or non-recurring items, and the cumulative effects of accounting changes, and as identified in the Corporation's financial statements, notes to the Corporation's financial statements or management's discussion and analysis of financial condition and results of operations contained in the Corporation's most recent report filed with the Securities and Exchange Commission.

        The Bonus Plan provides a specific limitation on the annual cash awards that may be granted to the Corporation's CEO and other Bonus Plan participants. Specifically, for each applicable performance period, the CEO is eligible to receive a Bonus Plan award equal to 1% of EBITDA for such performance period, and each other Bonus Plan participant is eligible to receive a Bonus Plan award equal to 0.5% of EBITDA for such performance period. As described above, the Committee has the discretion to decrease, but not to increase, the award of each individual determined pursuant to this formula.

Types of Awards

        The Bonus Plan provides a program of annual cash awards to eligible employees. The Committee may approve an award for any eligible employee in any amount, subject to the limitations on awards described above.

Nonassignability

        Awards under the Bonus Plan are not assignable or transferable.

Forfeiture

        Unless otherwise determined by the Committee, participants will be subject to confidentiality, non-competition and non-solicitation covenants during the period commencing with a participant's employment and continuing until the one year period following the participant's termination of employment. If the participant violates any of these covenants during the protected period, any award granted to the participant under the Bonus Plan, to the extent it remains unpaid, will automatically terminate and be cancelled upon the date the participant first violated the covenants. In any such case, or in the event the participant is terminated for cause (as defined in the Bonus Plan), the participant is

20



required to pay the Corporation in cash any Bonus Plan awards made during the twelve-month period ending on the date of the participant's violation (or such other period determined by the Committee).

        The Committee may also require that a participant forfeit any unpaid award under the Bonus Plan or repay an award granted under the Bonus Plan during the twelve-month period prior to a financial restatement (or such other period determined by the Committee), if the participant engages in misconduct, fraud or gross negligence that results in, or is connected with, a restatement of the Corporation's financial statements. In addition, all awards granted under the Bonus Plan are subject to the Corporation's compensation recovery policy under the Corporation's Standards of Business Conduct to the extent applicable. See "Compensation Discussion and Analysis—Policy On Recovering Bonuses In The Event of a Restatement" for a description of the Corporation's compensation recovery policy.

        Except as otherwise provided in the Bonus Plan, a participant must be employed with the Corporation on the last day of the applicable performance period in order to receive a Bonus Plan award with respect to such performance period.

Certification and Determination of Incentive Bonuses

        As a condition to the right to receive an award under the Bonus Plan, the Committee must first certify in writing EBITDA and that the Bonus Plan awards have been determined in accordance with the provisions of the Bonus Plan. Bonus Plan awards will be determined as soon as practicable after the applicable performance period and will be paid no later than the 15th day of the third month following such performance period.

Duration, Amendment and Termination

        If the Bonus Plan is approved by the stockholders, it will be effective as of January 1, 2010 (and will continue in effect indefinitely). The Committee, however, may amend or terminate the Bonus Plan at any time, so long as the amendment or termination does not cause a Bonus Plan award to become subject to the deduction limitations contained in Code Section 162(m).

New Plan Benefits

        The amounts of awards for fiscal year 2010 or subsequent years will be determined based upon EBITDA and, in addition, will be subject to the Committee's right to reduce any participant's award by any amount in its sole discretion. As a result, it is not possible to determine the amounts of awards for 2010 or subsequent years at this time. Moreover, because the Committee can reduce each participant's award under the Bonus Plan by any amount in its discretion, it is also not possible to determine the amounts that would have been paid for 2009 had the Bonus Plan been in effect during such year. In the future, the Board anticipates the Committee will exercise its discretion to ensure that awards made under the Bonus Plan are consistent with the Corporation's competitive pay practices, as described in the Compensation Discussion and Analysis in this proxy statement. Specifically, for 2010, the Board anticipates that the Committee will use its negative discretion to make awards under the Bonus Plan using the EICP performance criteria more specifically described in "Compensation Discussion and Analysis—Annual Incentives—2010 Annual Incentives." However, under no circumstances will awards under the Bonus Plan to eligible participants exceed the maximum amount determined pursuant to the above formula.

The Board recommends a vote FOR the approval of the Bonus Plan.

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PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

        Our Audit Committee has appointed PricewaterhouseCoopers LLP as the Corporation's independent registered public accounting firm for the Corporation for the year 2010.

        PricewaterhouseCoopers LLP has served as the independent auditor for the Corporation for the years ended December 31, 2005, 2006, 2007, 2008 and 2009 and for its indirect wholly owned subsidiary, The Hertz Corporation, since 1987. We are not required to have our stockholders ratify the selection of PricewaterhouseCoopers as our independent registered public accounting firm, but we are doing so because we believe it is a matter of good corporate practice. If our stockholders do not ratify the selection, the Audit Committee will reconsider whether to engage PricewaterhouseCoopers LLP, but may ultimately determine to engage that firm or another audit firm without resubmitting the matter to our stockholders. Even if the stockholders vote in favor of the selection of PricewaterhouseCoopers LLP, the Audit Committee may in its sole discretion terminate the engagement of PricewaterhouseCoopers LLP and direct the appointment of another independent auditor at any time during the year. A representative of PricewaterhouseCoopers LLP will be present at the annual meeting with the opportunity to make a statement if she so desires and to respond to appropriate questions.

The Board recommends a vote FOR ratification of the appointment of
PricewaterhouseCoopers LLP as the independent registered public accounting firm
for the Corporation in 2010.

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CORPORATE GOVERNANCE AND GENERAL INFORMATION
CONCERNING THE BOARD AND ITS COMMITTEES

Corporate Governance

        Our business and affairs are managed under the direction of our Board. The structure of our Board is described above under "Proposal 1: Election of Directors—Board Structure."

Codes and Standards

        Our Board has adopted written Standards of Business Conduct applicable to our chief executive and financial officers, our controller and all of our other officers and employees worldwide, as well as a written Directors' Code of Business Conduct and Ethics applicable to our Board. Copies of the Standards of Business Conduct and Directors' Code of Business Conduct and Ethics are available without charge on the "Investor Relations—Corporate Governance—Overview" portion of our website, www.hertz.com.

Risk Oversight

        Our Board oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance stockholder value. A fundamental part of risk management is not only understanding the risks we face and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for us. The involvement of the full Board in setting our business strategy is a key part of its assessment of management's risk threshold and also a determination of what constitutes an appropriate level of risk for the Corporation. The full Board of Directors participates in an annual enterprise risk management assessment, which is led by the Corporation's Internal Audit Department, during which the full Board assesses enterprise risk management with the input of the report of the Compensation Committee described below and advisors and members of management that the Board deems appropriate. While the Board has the ultimate oversight responsibility for the risk management process, various committees of the Board also have responsibility for risk management. In particular, the Audit Committee focuses on financial risk, including internal controls, and receives an annual risk assessment and risk management report from the Corporation's Internal Audit Department. The Audit Committee also reviews with management on an annual basis our guidelines and policies and the commitment of internal audit resources, in each case as they relate to risk management. In addition, in setting compensation, the Compensation Committee strives to create incentives that encourage a level of risk-taking behavior consistent with the Corporation's business strategy. Furthermore, as described below, the Compensation Committee annually reviews our compensation policies and practices from a risk perspective and reports its findings to the full Board.

Risk Considerations in our Compensation Program

        In early 2010 the Board delegated to the Compensation Committee the task of reviewing the risk profile of our compensation policies and practices on an annual basis in response to current public and regulatory concern about the link between incentive compensation and excessive risk taking. In connection with this review, the Compensation Committee engaged its independent consultant, Semler Brossy Consulting Group, LLC ("Semler Brossy"), to assist it in analyzing the Corporation's compensation policies and practices and the risks associated therewith. Semler Brossy, with the assistance of management, prepared an assessment of the risk profile of the Corporation's compensation policies and practices for executive officers. Upon completion of its review of these assessments, the Compensation Committee presented the results to the Board in connection with the Board's annual enterprise risk assessment. The Compensation Committee determined that, for all employees, the Corporation's enterprise-wide compensation policies and practices, in conjunction with the Corporation's existing processes and controls, do not encourage employees to take unreasonable

23



risks and any risks involved in compensation are not reasonably likely to have a material adverse effect on the Corporation, particularly in light of the following factors:

Stockholder Communications with the Board

        Stockholders and other interested parties who wish to contact our directors may send written correspondence, in care of the Corporate Secretary, to Hertz Global Holdings, Inc., 225 Brae Boulevard, Park Ridge, New Jersey 07656-0713. Communications may be addressed to an individual director, to the non-management directors as a group, or to the Board as a whole.

        Communications addressed to directors that discuss business or other matters relevant to the activities of our Board will be preliminarily reviewed by the office of the Corporate Secretary and then distributed either in summary form or by delivering a copy of the communication to the director, or group of directors, to whom they are addressed. With respect to other correspondence received by the Corporation that is addressed to one or more directors, the Board has requested that the following items not be distributed to directors, because they generally fall into the purview of management, rather than the Board: junk mail and mass mailings, product and services complaints, product and services inquiries, résumés and other forms of job inquiries, solicitations for charitable donations, surveys, business solicitations and advertisements.

Stockholders' Agreement

        The Corporation is a party to an amended and restated stockholders' agreement (the "Stockholders' Agreement"), among it and investment funds associated with or designated by Clayton, Dubilier & Rice, LLC ("CD&R"), The Carlyle Group ("Carlyle") and Merrill Lynch Global Private Equity Division ("MLGPE") (collectively, the "Sponsors"). The Stockholders' Agreement contains agreements that entitle investment funds associated with or designated by the Sponsors to nominate all of our directors. The director nominees are to include three nominees of an investment fund associated with CD&R (one of whom shall serve as the Chairman or, if the Chief Executive Officer is the Chairman, the Lead Director), two nominees of investment funds associated with Carlyle, two nominees of an investment fund associated with MLGPE (collectively, the "Sponsor Nominees") and up to six independent directors (subject to unanimous consent of the Sponsor Nominees, for so long as the Corporation remains a "controlled company" within the meaning of the New York Stock Exchange rules), subject to adjustment in the case that the applicable investment fund sells more than a specified amount of its shareholdings in us. In addition, upon the Corporation ceasing to be a "controlled company" within the meaning of the New York Stock Exchange rules, if necessary to comply with the New York Stock Exchange rules, the director nominees of the Sponsors shall be reduced to two nominees of an investment fund associated with CD&R (one of whom shall serve as the Chairman or, if the Chief Executive Officer is the Chairman, the Lead Director), one nominee of investment funds associated with Carlyle, and one nominee of an investment fund associated with MLGPE, and additional independent directors will be elected by our Board to fill the resulting director vacancies. The Stockholders' Agreement also provides that our Chief Executive Officer shall be designated as a

24



director, unless otherwise approved by a majority of the Sponsor Nominees. In addition, the Stockholders' Agreement provides that one of the nominees of an investment fund associated with CD&R shall serve as the Chairman of the executive and governance committee and, unless otherwise agreed by this fund, as Chairman of our Board. In order to comply with New York Stock Exchange rules, we will be required to have a majority of independent directors on our Board within one year of our ceasing to be a "controlled company" within the meaning of the New York Stock Exchange rules.

        The Corporation and each stockholder that is a party to the Stockholders' Agreement is required to take all necessary action to cause the nominees of the other Sponsors to be elected, which actions include recommending the nominees of the other Sponsors to our Board for inclusion in the slate of nominees recommended by the Board to stockholders for election. Pursuant to the Stockholders' Agreement, in April 2009, MLGPE designated Mr. J. Travis Hain for election to the Board to fill the vacancy created by the departure of Mr. George A. Bitar. On April 6, 2010, Mr. J. Travis Hain resigned and MLGPE designated Mr. Angel L. Morales for election to the Board to fill the vacancy created by the departure of Mr. J. Travis Hain. The Stockholders' Agreement also requires that a director designated by each of the Sponsors has a seat on our Executive and Governance Committee. See "Certain Relationships and Related Party Transactions—Stockholders' Agreement" for more information on the Stockholders' Agreement.

Director Nominations

        The Executive and Governance Committee will consider director nominees recommended by stockholders. To recommend a qualified person to serve on the Board, a stockholder should write to Hertz Global Holdings, Inc., 225 Brae Boulevard, Park Ridge, New Jersey 07656-0713, Attention: Corporate Secretary. The written recommendation must be timely delivered to the Corporate Secretary in accordance with the Corporation's By-laws, which generally means the notice must be delivered not fewer than 90 days nor more than 120 days prior to the first anniversary of the preceding year's annual meeting. The written recommendation must contain the required information set forth in the Corporation's By-laws, which include (i) as to each person whom the stockholder proposes to nominate for election or re-election as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for director elections pursuant to Regulation 14A under the Securities Exchange Act of 1934 and Rule 14a-11 thereunder, and (ii) as to the stockholder giving the notice and any beneficial owner on whose behalf the nomination or proposal is made (a) the name and address of such stockholder and of such beneficial owner, (b) the class or series and number of shares of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner, (c) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, and (d) a representation whether the stockholder or beneficial owner, if any, intends or is part of a group which intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation's outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (y) otherwise to solicit proxies from stockholders in support of such proposal or nomination. The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation.

        The Board has delegated certain responsibilities to the Executive and Governance Committee, including recommending to the Board criteria for Board membership and, as requested by the Board, recommending individuals for membership on the Board. The Executive and Governance Committee will consider and evaluate persons recommended by stockholders in the same manner as it considers and evaluates other potential directors. However, as described above, the Stockholders' Agreement contains provisions that entitle investment funds associated with or designated by the Sponsors to nominate all of our directors (See "Certain Relationships and Related Party Transactions—Stockholders' Agreement").

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Corporate Governance Guidelines

        In order to assist the Executive and Governance Committee with discharging its duties relating to director nominations, the Board has adopted corporate governance guidelines, which contain standards to be followed by the Executive and Governance Committee in determining qualifications for directors. The corporate governance guidelines provide that the Executive and Governance Committee, in making recommendations about board nominees to the Board, will:

        In addition, the corporate governance guidelines contain policies regarding director independence, term limits on non-management directors' service, simultaneous service on other boards and substantial changes relating to a director's affiliation or position of principal employment. Among other things, the guidelines establish responsibilities for meeting preparation and participation, the evaluation of our financial performance and strategic planning.

        Copies of our corporate governance guidelines are available without charge on the "Investor Relations—Corporate Governance—Overview" portion of our website, www.hertz.com.

Chairman, Chief Executive Officer and Lead Director Positions

        As indicated in our Corporate Governance Guidelines, the Board believes it is important to retain its flexibility to allocate the responsibilities of the offices of the Chairman and CEO in any way that is in the best interests of our Corporation at a given point in time. The Board believes that the decision as to who should serve as Chairman and CEO, and whether the offices should be combined or separate, should be assessed periodically by the Board, and that the Board should not be constrained by a rigid policy mandating that such positions be separate. The Board believes that the most effective and efficient leadership structure for our Corporation at the present time is for Mr. Frissora to serve as both Chairman and CEO. This is because the Board believes that Mr. Frissora possesses the requisite experience, skill set and judgment to guide both our Corporation and the Board through the current challenging economic environment and to address and manage the particular opportunities and challenges that face us. In addition, the Board considers the terms of Mr. Frissora's employment agreement that provide he will serve as a member of the Board and as Chairman of the Board. However, in order to help ensure strong corporate governance, our corporate governance guidelines provide that the Board may select a non-management director to serve as a "Lead Director". Mr. Tamke, a non-management director nominated by our Sponsor CD&R, has served as Lead Director of the Corporation and Hertz since July 2006 at the request of the Board. The Lead Director, in consultation with the Chairman and CEO, has responsibility for determining the length and frequency of board meetings and setting the agenda for such meetings. The Lead Director also sets the agenda for, and chairs, the Board's regularly scheduled executive sessions in which management does not participate. The corporate governance guidelines provide that directors will have direct access to our management and employees, as well as to our outside counsel and auditors. Among other things, the Lead Director coordinates meetings or other communication that a director wishes to initiate with management or employees.

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Policy on Diversity

        Due to the concentrated holdings of the funds associated with the Sponsors, the provisions of the Stockholders' Agreement and the presence of the Sponsor Nominees on our Board, the Sponsors have significant influence over our policy and affairs. As indicated above, the corporate governance guidelines adopted by the Board specify that the Executive and Governance Committee consider a number of factors when evaluating director nominations, including diversity. The Executive and Governance Committee interprets diversity broadly to mean a variety of opinions, perspectives, personal and professional experiences and backgrounds, such as international and multicultural experience and understanding as well as other differentiating characteristics.

Implementation and Assessment of Policies Regarding Director Attributes

        The Executive and Governance Committee, when making recommendations to the Board regarding director nominations, assesses the overall performance of the Board, and when re-nominating incumbent Board members or nominating new Board members, evaluates the potential candidate's ability to make a positive contribution to the Board's overall function in light of the policies set forth in the corporate governance guidelines, including the policy on diversity. The Executive and Governance Committee also takes into account the requirements contained in the Stockholders' Agreement, which, among other things, mandates the appointment of director nominees selected by our Sponsors. The Executive and Governance Committee considers the actual performance of incumbent Board members over the previous year, as well as whether the Board has an appropriately diverse membership to support our role as one of the world's leading car and equipment rental companies. The particular experience, qualifications, attributes and skills of the potential candidate are assessed by the Executive and Governance Committee in order to determine whether the potential candidate possesses the professional and personal experiences and expertise necessary to enhance the Board's ability to effectively govern our Corporation. After conducting the foregoing analysis and considering the requirements set forth in our Stockholders' Agreement, the Executive and Governance Committee makes recommendations to the Board regarding director nominees. In its annual assessment of director nominees, the Executive and Governance committee does not take a formulaic approach, but rather considers each prospective nominees' diversity in perspectives, personal and professional experiences and background and ability to carry out the responsibility in exercising business judgment on behalf of stockholders. In 2009, the Executive and Governance Committee determined that the Board was appropriately diverse because its members possessed a wide variety of experience, having held a variety of senior managerial positions in a broad range of industries, including information technology, manufacturing, and investment banking with global operations, including president, CEO and CFO positions and executive positions in risk management, finance and investments. In addition, the Executive and Governance Committee determined that the Board was comprised of members who together possessed personal qualities of intelligence, strong leadership abilities, inter-personal skills, communication skills, inquisitiveness, objectivity, practical wisdom and mature judgment.

Board Independence

        Investment funds associated with or designated by CD&R, Carlyle and MLGPE collectively own over 50% of our outstanding common stock. Because these stockholders are parties to the voting agreement contained in the Stockholders' Agreement, they are considered a "group" and we are therefore considered a "controlled company," within the meaning of NYSE rules. As a result, we rely on exemptions from the requirements of having a majority of independent directors, a fully independent nominating/corporate governance committee, a fully independent compensation committee and other requirements prescribed for such committees by the NYSE. For a description of the Stockholders' Agreement to which these stockholders are a party, see "Certain Relationships and Related Party Transactions—Stockholders' Agreement."

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        Our Board has determined that each member of our Audit Committee is "independent" as defined in the federal securities laws and NYSE rules. The standards for determining director independence are specified in Annex A to our corporate governance guidelines. See "Corporate Governance." In view of our status as a controlled company under NYSE rules, our Board has not made a determination of independence with respect to any of our directors not serving on our Audit Committee.

        In considering the independence of Mr. Berquist, our Board took into consideration certain relationships between his employer and us.

        Mr. Berquist is Executive Vice President, Financial Information and Enterprise Risk Management for Marriott International, Inc. Hertz and Marriott are parties to a Global Master Concession and Joint Marketing Agreement which provides, among other things, for (i) Marriott to grant Hertz concessions at certain of its hotels, (ii) Marriott Rewards participants to earn points from Hertz car rentals, (iii) Marriott customers to be given the opportunity to be referred to Hertz to reserve rental cars in connection with telephone or Internet contacts made with Marriott, and (iv) Hertz customers to be given the opportunity to be referred to Marriott to make hotel reservations in connection with Internet contacts made with Hertz. Payments by Hertz to Marriott under this agreement did not exceed 0.1% of Marriott's gross revenues in any of the last three fiscal years. Most of the payments to Marriott are passed through to third party owners of hotels that are managed or franchised by Marriott. Payments by Marriott to Hertz under this agreement were negligible in each of the last three fiscal years. In addition, Marriott is a corporate customer of Hertz's car rental operations. Pursuant to this arrangement, Marriott employees rent cars from Hertz from time to time. Payments by Marriott to Hertz pursuant to this arrangement accounted for less than 0.1% of Marriott's gross revenues for each of the last three fiscal years. Mr. Berquist reported that he does not have, and has never had, responsibility for any commercial relationships between Hertz and Marriott.

Board Meetings

        During the year 2009, our Board held nine meetings. Each of our directors attended 75% or more of the aggregate of the total number of meetings of our Board held during the period in which he was a director and the total number of meetings held by all Board committees on which he served during the periods that he served.

        We do not have a policy with regard to directors' attendance at annual meetings of security holders. All of our directors attended the 2009 annual meeting of security holders.

Board Committees

        Our Board has three standing committees—Audit, Compensation and Executive and Governance. Their composition and roles are discussed below.

        Our Audit Committee consists of Messrs. Barry H. Beracha (Chair), Carl T. Berquist, Michael J. Durham and Henry C. Wolf. Our Board has designated each of the four members of our Audit Committee "audit committee financial experts" and each has been determined to be "financially literate" under NYSE rules.

        Our Audit Committee held seven meetings in 2009.

        Our Audit Committee has a written charter. Under it, our Audit Committee assists our Board in fulfilling its oversight responsibilities by overseeing and monitoring our accounting, financial and external reporting policies and practices; the integrity of our financial statements; the independence, qualifications and performance of our independent registered public accounting firm; the performance of our internal audit function; the management information services and operational policies and

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practices that affect our internal control; our compliance with legal and regulatory requirements and our standards of business conduct and ethics; our guidelines and policies and the commitment of internal audit resources, in each case as they relate to risk management; and the preparation of our Audit Committee's report included in our proxy statements. In discharging its duties, our Audit Committee has the authority to retain independent legal, accounting and other advisors.

        The charter for our Audit Committee is available without charge on the "Investor Relations—Corporate Governance—Overview" portion of our website, www.hertz.com.

        Our Compensation Committee currently consists of Messrs. David H. Wasserman (Chair), Brian A. Bernasek and Robert F. End. From May 27, 2009 to August 12, 2009 Barry H. Beracha also served on our Compensation Committee. Mr. Beracha served as a member of our Compensation Committee during the time that we temporarily lost our "controlled company" status. The public offering of our stock conducted in May and June of 2009 resulted in our Sponsors temporarily owning less than 50% of our stock, which caused us to cease being a "controlled company" pursuant to NYSE rules. As a result, we were required to have at least one independent Board member on our Compensation Committee, which prompted the addition of Mr. Beracha as a member of our Compensation Committee. When the Sponsors regained control of over 50% of our stock, and the Corporation regained its "controlled company" status, Mr. Beracha resigned from the Compensation Committee.

        Our Compensation Committee held five meetings in 2009.

        Our Compensation Committee has a written charter. Under it, our Compensation Committee oversees our compensation and benefit policies generally; evaluates the performance of our Chief Executive Officer as it relates to all elements of compensation, as well as the performance of our senior management group; approves and recommends to our Board all compensation plans for members of our senior management group; approves the short-term compensation of our senior management group (subject, in the case of our Chief Executive Officer, to the approval of our Board); approves and authorizes grants to our senior management group under our incentive plans; prepares reports on executive compensation required for inclusion in our proxy statements; and reviews our management succession plan. The Compensation Committee is permitted to delegate its responsibilities to subcommittees as it deems appropriate.

        The charter for our Compensation Committee is available without charge on the "Investor Relations—Corporate Governance—Overview" portion of our website, www.hertz.com.

        Our Executive and Governance Committee currently consists of Messrs. George W. Tamke (Chair), Robert F. End, Mark P. Frissora and Gregory S. Ledford. From May 27, 2009 to August 12, 2009, this committee was temporarily reconfigured as a Corporate Governance and Nominating Committee. Carl T. Berquist was an additional member of this committee during this period. The reconfigured Corporate Governance and Nominating Committee did not hold any meetings during its existence. The temporary reconfiguration was made to our Executive and Governance Committee in order to comply with NYSE rules when we temporarily lost our "controlled company" status as a result of a public offering conducted in May and June of 2009, after which our Sponsors owned less than 50% of our stock. At the time we ceased being a "controlled company" pursuant to NYSE rules, we were required to have at least one independent Board member on our Corporate Governance and Nominating Committee, which prompted the formation of the reconfigured Corporate Governance and Nominating Committee with Carl T. Berquist as an additional member. When the Sponsors regained control of over 50% of our stock, and the Corporation regained its "controlled company" status, the Board determined to revert back to the prior committee structure.

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        Our Executive and Governance Committee held one meeting in 2009.

        Our Executive and Governance Committee has a written charter. Under it, our Executive and Governance Committee may exercise the full powers and prerogatives of our Board and take any action our Board could take, subject to specified limitations; assists our Board in determining the skills and qualities of individuals recommended for membership on our Board; reviews the composition of our Board and its committees; reviews and evaluates directors for re-nomination and re-appointment to committees; and reviews and assesses the adequacy of our corporate governance guidelines and codes of business ethics and conduct.

        The charter for our Executive and Governance Committee is available without charge on the "Investor Relations—Corporate Governance—Overview" portion of our website, www.hertz.com.

Board Compensation

        The Board believes that a significant portion of non-employee director compensation should align director interests with the interests of stockholders. As a result, our Board has approved the Hertz Global Holdings, Inc. Director Compensation Policy (the "Director Compensation Policy"), pursuant to which our directors who were not also our employees each received in 2009 a $150,000 annual retainer fee, of which $60,000 was payable in cash and $90,000 was payable in the form of common stock, having an equivalent fair market value to such dollar amount. On March 4, 2010, upon recommendation of the Compensation Committee, the Board amended the Director Compensation Policy to provide that our directors who are not also our employees will each receive a $170,000 annual retainer fee, of which $70,000 will be payable in cash and $100,000 will be payable in the form of common stock, having an equivalent fair market value to such dollar amount. The equity portion of the annual retainer is currently paid in shares of the Corporation's common stock, however, prior to an amendment to the Director Compensation Policy adopted by our Board in 2009, the equity portion of the annual retainer fee was payable in stock options having a value determined by using a Black-Scholes option valuation model, equal to such dollar amount. Equity grants are granted annually in arrears immediately following the annual stockholders' meeting, and cash fees will be payable quarterly in arrears, although a director may elect to receive, in lieu of cash fees, shares of our common stock having the same fair market value as such fees.

        The Corporation does not pay additional fees for attending Board or committee meetings. The chairperson of our Audit Committee will be paid an additional annual cash fee of $25,000 and each other member of our Audit Committee will be paid an additional annual cash fee of $10,000. The chairperson of our Compensation Committee will be paid an additional annual cash fee of $15,000 and each other member of our Compensation Committee receives an additional annual cash fee of $10,000. We also reimburse our directors for reasonable and necessary expenses they incur in performing their duties as directors, and our directors are entitled to free worldwide Hertz car rentals upon completion of evaluation forms. In the case of a member of our Board who is also one of our employees, no additional compensation will be paid for serving as a director. Each of our directors who is employed by or affiliated with one of the Sponsors may assign all or any portion of the compensation the director would receive for his services as a director to that Sponsor or its affiliates.

        In May 2009, the Board passed a resolution reducing the Board's annual retainer fee by 20% for the period from May 2009 to May 2010, or such earlier date as the Corporation fully restored the salary reductions of its officers. In the fall of 2009, the Corporation fully restored the salary reductions of its officers and accordingly, the annual retainer fee for the Board of Directors was also restored.

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        For services rendered during the year ended December 31, 2009, our non-employee directors received the following:


2009 Non-Employee Director Compensation Table

Name
  Fees
Earned or
Paid in
Cash(1)(2)
  Stock
Awards(6)
  Option
Awards(7)
  Non-equity
incentive plan
compensation
  Change in
pension value
and non-
qualified
deferred
compensation
earnings
  All other
compensation
  Total  
 
  ($)
  ($)
  ($)
  ($)
  ($)
  ($)
  ($)
 

Barry Beracha

    79,000     90,003                     169,003  

Brian Bernasek(3)

    64,000     90,003                     154,003  

Carl Berquist(3)

    64,000     90,003                     154,003  

George Bitar(4)(5)

    23,368     80,052                     103,420  

Michael Durham

    64,000     90,003                     154,003  

Robert End(8)

    64,000     90,003                     154,003  

J. Travis Hain(4)(5)

    29,842     8,761                     38,603  

Gregory Ledford(3)

    54,000     90,003                     144,003  

Nathan Sleeper(4)

    54,000     90,003                     144,003  

George Tamke(4)

    54,000     90,003                     144,003  

David Wasserman(4)

    69,000     90,003                     159,003  

Henry Wolf

    64,000     90,003                     154,003  

(1)
All compensation is for services rendered as directors, including annual retainer fees and committee and chairperson fees; in certain cases, compensation has been assigned by directors employed by, or affiliated with, one of the Sponsors to an entity associated with the applicable Sponsor. As the chair of the Compensation Committee of the Board of Directors, Mr. Wasserman received additional compensation of $15,000 during 2009; as chair of the Audit Committee of the Board of Directors, Mr. Beracha received additional compensation of $25,000 during 2009; as members of the Compensation Committee, Messrs. Bernasek and End received additional compensation of $10,000 each during 2009; and as members of the Audit Committee, Messrs. Berquist, Durham and Wolf received additional compensation of $10,000 each during 2009.

(2)
Under the terms of the Director Compensation Policy, certain directors elected in advance to receive fees that would otherwise be payable in cash in the form of shares. Certain directors also elected to defer receipt of the cash portion of the fee. Any fee that a director elected to defer was credited to the director's stock account and was deemed to be invested in a number of phantom shares equal to the number of shares of the Corporation's common stock that would otherwise have been delivered.

(3)
Elected to defer receipt of the cash portion of their fees and instead receive phantom shares equal to the number of shares of the Corporation's common stock equal to the deferred fees.

(4)
Elected to receive fees that would otherwise be payable in cash in the form of shares of the Corporation's common stock.

(5)
Mr. Bitar resigned from our Board on April 8, 2009. On April 14, 2009, Mr. Hain was elected to fill the vacancy created by Mr. Bitar's resignation and he resigned from our Board on April 6, 2010. On April 9, 2010, Mr. Morales was elected to fill the vacancy created by Mr. Hain's resignation. As a result, Mr. Morales received no compensation for 2009.

(6)
The value disclosed is the aggregate grant date fair value of 13,314 shares granted to Messrs. Beracha, Bernasek, Berquist, Durham, End, Ledford, Sleeper, Tamke, Wasserman and Wolf, 11,842 shares granted to Mr. Bitar, and 1,296 shares granted to Mr. Hain, in each case computed pursuant to FASB ASC Topic 718 and based on a grant date that is the date of May 27, 2009. Assumptions used in the calculation of these amounts are included in the note entitled "Stock-Based Compensation" in the notes to the Corporation's consolidated financial statements in our Form 10-K, as amended, for the fiscal year ended December 31, 2009. There were no stock awards outstanding for any director as of December 31, 2009.

(7)
No options were granted to the non-employee Board members in fiscal 2009. However, unexercised option awards outstanding as of December 31, 2009, for each non-employee Board member or his or her permitted assignee were as follows: 23,350 for Mr. Beracha, 22,585 for Mr. Bernasek, 23,350 for Mr. Berquist, 23,350 for Mr. Bitar, 23,350 for Mr. Durham, 23,350 for Mr. End, 0 for Mr. Hain, 23,350 for Mr. Ledford, 23,350 for Mr. Sleeper, 23,350 for Mr. Tamke, 23,350 for Mr. Wasserman and 23,350 for Mr. Wolf.

(8)
Elected to receive fees payable in February 2009 that would otherwise be payable in cash in the form of shares of the Corporation's common stock. Mr. End elected to receive fees for the remainder of 2009 in the form of cash.

31


        On October 12, 2006, our Board approved the Hertz Global Holdings, Inc. Director Stock Incentive Plan (the "Director Plan"). Our stockholders approved the Director Plan on October 20, 2006. Prior to May 15, 2008, we issued all of our equity compensation to our non-employee directors in accordance with the Director Compensation Policy pursuant to the terms of the Director Plan. On February 28, 2008, our Board adopted the 2008 Omnibus Plan, which was approved by our stockholders at the annual meeting of stockholders held on May 15, 2008. The 2008 Omnibus Plan provides that no further awards will be granted pursuant to the Director Plan. However, awards that were previously granted pursuant to the Director Plan will continue to be subject to and governed by the terms of the Director Plan. The equity compensation that we granted to our non-employee directors on May 27, 2009 was in accordance with the Director Compensation Policy and issued pursuant to the 2008 Omnibus Plan. Any equity compensation that we grant to our non-employee directors in the future will be issued pursuant to the terms of the amended and restated Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan, if it is approved by our stockholders.

        As noted above, a director may generally elect to receive all or a portion of fees that would otherwise be payable in cash in the form of shares of our common stock having a fair market value at such time equal to the amount of such fees. Any such shares will be paid to the director when cash fees would otherwise be payable, although, if a director so chooses, these shares may be payable on a tax-deferred basis in phantom shares if the requirements regarding such deferral are met in accordance with applicable tax law, in which case the actual shares of our common stock will be paid to the director promptly following the date on which he or she ceases to serve as a director (or, if earlier, upon a change in control, as defined in the Director Plan or the 2008 Omnibus Plan).

        A director will recognize ordinary income upon exercising options granted under the Director Plan or 2008 Omnibus Plan in an amount equal to the fair market value of the shares acquired on the date of exercise, less the exercise price, and we will have a corresponding tax deduction at that time. In the case of shares issued in lieu of cash fees, a director who is an individual will generally recognize ordinary income equal to the fair market value of such shares on the date such shares are paid to the director and the Corporation will have a corresponding tax deduction at that time.

* * * * *


COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION

        David H. Wasserman (Chair), Brian A. Bernasek and Robert F. End served on our Compensation Committee for the entire year 2009 and Barry Beracha served on our Compensation Committee from May 27, 2009 to August 12, 2009. None of these individuals (a) served as an officer or employee of the Corporation during 2009 or (b) was formerly an officer of the Corporation, with the exception of Mr. Wasserman, who served, prior to 2005, as President of CCMG Holdings, Inc. (the former name of the Corporation). Messrs. Wasserman, Bernasek and End also served as executives of CD&R, Carlyle and Merrill Lynch, respectively. For information regarding relationships among the Corporation and CD&R, Carlyle and Merrill Lynch and related entities, see "Certain Relationships and Related Party Transactions."

        During the year 2009, none of our executive officers served as a member of a compensation committee (or other body performing a similar role) of another entity, any of whose executive officers served on our Compensation Committee; none of our executive officers served as a director of another entity, any of whose executive officers served on our Compensation Committee; and none of our executive officers served as a member of the compensation committee (or other body performing a similar role) of another entity, any of whose executive officers served as one of our directors.

32



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
DIRECTORS AND OFFICERS

        The following table sets forth information as of March 26, 2010 with respect to the ownership of the common stock of the Corporation by:

        The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person's ownership percentage, but not for purposes of computing any other person's percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. As of March 26, 2010 we had 411,355,226 shares of our common stock outstanding.

        Except as otherwise indicated in the footnotes to this table, each of the beneficial owners listed has, to the Corporation's knowledge, sole voting and investment power with respect to the indicated shares of common stock. Unless otherwise indicated, the address for each individual listed below is c/o Hertz Global Holdings, Inc., 225 Brae Boulevard, Park Ridge, New Jersey 07656-0713.

 
  Shares Beneficially Owned  
Name and Address of Beneficial Owner
  Number   Percent  

Investment Funds Associated With or Designated By Clayton, Dubilier & Rice, LLC (1)(2)(19)

    80,087,749     19.47%  
 

Clayton, Dubilier & Rice Fund VII, L.P. 

    58,376,994     14.9%  
 

CDR CCMG Co-Investor L.P. 

    21,314,510     5.18%  
 

CD&R Parallel Fund VII, L.P. 

    396,245     0.10%  

Investment Funds Associated With or Designated By The Carlyle Group(2)(4)(19)

    71,287,943     17.33%  
 

Carlyle Partners IV, L.P. 

    61,076,182     14.85%  
 

CP IV Coinvestment, L.P. 

    2,466,663     0.60%  
 

CEP II U.S. Investments, L.P. 

    7,452,823     1.81%  
 

CEP II Participations S.àr.l. SICAR

    292,275     0.07%  

Investment Funds and Other Entities Associated With or Designated By Merrill Lynch, a subsidiary of Bank of America Corporation ("Bank of America"), and Their Affiliates(3)(6)(7)(8)(19)

    58,587,202     14.24%  
 

ML Global Private Equity Fund, L.P. 

    32,231,319     7.84%  
 

Merrill Lynch Ventures L.P. 2001

    3,872,549     0.94%  
 

ML Hertz Co-Investor, L.P. 

    3,101,137     0.75%  
 

Merrill Lynch, Pierce, Fenner & Smith Incorporated

    19,452     **%  

CMC-Hertz Partners, L.P.(9)(19)

    19,362,745     4.71%  

Lord, Abbett & Co. LLC(10)

    34,027,999     8.27%  

Fairholme Capital Management, LLC(11)

    59,138,966     14.38%  

33


 
  Shares Beneficially Owned  
Name and Address of Beneficial Owner
  Number   Percent  

FMR LLC and related persons (21)

    30,088,299     7.31%  

Directors and Executive Officers(16)

             
 

George W. Tamke(12)

        **%  
 

Mark P. Frissora(13)

    2,959,199     **%  
 

Nathan K. Sleeper(12)

        **%  
 

David H. Wasserman(12)

        **%  
 

Brian A. Bernasek(5)(14)(15)

    112,646     **%  
 

Gregory S. Ledford(5)(14)(15)

    171,207     **%  
 

Robert F. End(17)

        **%  
 

J. Travis Hain(17)(18)

        **%  
 

Angel L. Morales(17)(18)

        **%  
 

Barry H. Beracha(5)

    86,664     **%  
 

Carl T. Berquist(5)(15)

    61,741     **%  
 

Michael J. Durham(5)

    55,664     **%  
 

Henry C. Wolf(5)

    41,664     **%  
 

Michel Taride

    789,133     **%  
 

Gerald A. Plescia

    743,702     **%  
 

Elyse Douglas

    215,746     **%  
 

Jeffrey Zimmerman

    150,678     **%  
 

Joseph R. Nothwang(20)

    949,460     **%  
 

All directors and executive officers as a group (28 persons)(22)

    7,850,390     1.88%  

**
Less than 1%

(1)
Represents shares held by the following group of investment funds associated with or designated by Clayton, Dubilier & Rice, LLC: (i) 58,376,994 shares of common stock held by Clayton, Dubilier & Rice Fund VII, L.P., whose general partner is CD&R Associates VII, Ltd., whose sole stockholder is CD&R Associates VII, L.P., whose general partner is CD&R Investment Associates VII, Ltd.; (ii) 21,314,510 shares of common stock held by CDR CCMG Co-Investor L.P., whose general partner is CDR CCMG Co-Investor GP Limited, whose sole stockholder is Clayton, Dubilier & Rice Fund VII, L.P.; and (iii) 396,245 shares of common stock held by CD&R Parallel Fund VII, L.P., whose general partner is CD&R Parallel Fund Associates VII, Ltd. CD&R Investment Associates VII, Ltd. and CD&R Parallel Fund Associates VII, Ltd. are each managed by a three person board of directors, and all board action relating to the voting or disposition of these shares requires approval of a majority of the board. Joseph L. Rice, III, Donald J. Gogel and Kevin J. Conway, as the directors of CD&R Investment Associates VII, Ltd. and CD&R Parallel Fund Associates VII, Ltd., may be deemed to share beneficial ownership of the shares shown as beneficially owned by the funds associated with Clayton, Dubilier & Rice, LLC. Such persons disclaim such beneficial ownership.

Each of CD&R Associates VII, Ltd., CD&R Associates VII, L.P. and CD&R Investment Associates VII, Ltd. disclaims beneficial ownership of the shares held by Clayton, Dubilier & Rice Fund VII, L.P., as well as of the shares held by each of CD&R Parallel Fund VII, L.P. and CDR CCMG Co-Investor L.P. CDR CCMG Co-Investor GP Limited disclaims beneficial ownership of the shares held by each of CDR CCMG Co-Investor L.P. and Clayton, Dubilier & Rice Fund VII, L.P. CD&R Parallel Fund Associates VII, Ltd. disclaims beneficial ownership of the shares held by each of CD&R Parallel Fund VII, L.P., Clayton, Dubilier & Rice Fund VII, L.P. and CDR CCMG Co-Investor L.P.

The address for each of Clayton, Dubilier & Rice Fund VII, L.P., CD&R Parallel Fund VII, L.P. and CDR CCMG Co-Investor L.P. is c/o Maples Corporate Services Limited, P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, British West Indies.

The immediately preceding information in this footnote is based solely on the Schedule 13D filed with the SEC on June 8, 2009 by funds associated with Clayton, Dubilier & Rice, LLC. In addition, the amount does not include 101,314 shares of common stock and 70,050 currently exercisable options to purchase common stock issued to Clayton, Dubilier & Rice, LLC, as assignee of compensation payable to Messrs. Tamke, Sleeper and Wasserman under the Corporation's Director Compensation Policy. Messrs. Tamke, Sleeper and Wasserman are the Sponsor Nominees designated by CD&R, pursuant to the terms of the Stockholders' Agreement (the "CD&R Sponsor Nominees").

(2)
Excludes 19,362,745 shares held by CMC-Hertz Partners, L.P., which is affiliated with all three of the Sponsors. Each of the entities associated with Clayton, Dubilier & Rice, LLC. and with The Carlyle Group disclaim beneficial ownership of shares held by CMC-Hertz Partners, L.P. See Note 9 below.

34


(3)
Pursuant to a Form 3 filed by Bank of America with the SEC on January 9, 2009, Bank of America is an indirect beneficial owner of the reported securities. The indirect interest in the reported securities was obtained pursuant to an Agreement and Plan of Merger, dated as of September 15, 2008 whereby a wholly owned subsidiary of Bank of America merged with and into Merrill Lynch. Merrill Lynch is now a wholly owned subsidiary of Bank of America.

(4)
Carlyle Partners IV, L.P., CP IV Coinvestment, L.P., CEP II U.S. Investments, L.P. and CEP II Participations S.àr.l. SICAR, which are collectively referred to herein as the Carlyle Funds, are collectively the holders of record of 71,287,943 shares of the common stock of the Corporation, of which Carlyle Partners IV, L.P. holds 61,076,182 shares; CP IV Coinvestment, L.P. holds 2,466,663 shares; CEP II U.S. Investments, L.P. holds 7,452,823 shares; and CEP II Participations S.àr.l. SICAR holds 292,275 shares. Investment discretion and control over the shares of the Corporation held by Carlyle Partners IV, L.P. and CP IV Coinvestment, L.P. is exercised by TCG Holdings, L.L.C. through its indirect subsidiary, TC Group IV, L.P., which is the sole general partner of each of the Carlyle Funds. TCG Holdings, L.L.C. is the managing member of TC Group, L.L.C. TC Group, L.L.C. is the sole managing member of TC Group IV Managing GP, L.L.C. TC Group IV Managing GP, L.L.C is the sole general partner of TC Group IV, L.P. TCG Holdings, L.L.C. is managed by a three person managing board, and all board action relating to the voting or disposition of these shares requires approval of a majority of the board. William E. Conway, Jr., Daniel A. D'Aniello and David M. Rubenstein, as the managing members of TCG Holdings, L.L.C., may be deemed to share beneficial ownership of the shares beneficially owned by TCG Holdings, L.L.C. Such persons disclaim such beneficial ownership.

CEP II Managing GP, L.P. is the general partner of CEP II U.S. Investments, L.P. and Carlyle Europe Partners II, L.P., which is in turn the sole shareholder of CEP II Participations S.àr.l. SICAR. CEP II Managing GP Holdings, Ltd. is the sole general partner of CEP II Managing GP, L.P. TC Group Cayman Investment Holdings, L.P. is the sole shareholder of CEP II Managing GP Holdings, Ltd. TCG Holdings Cayman II, L.P. is the sole general partner of TC Group Cayman Investment Holdings, L.P. and DBD Cayman Limited is the sole general partner of TCG Holdings Cayman II, L.P. Accordingly, each of CEP II Managing GP, L.P., CEP II Managing GP Holdings, Ltd., TC Group Cayman Investment Holdings, L.P., TCG Holdings Cayman II, L.P. and DBD Cayman Limited may be deemed to be beneficial owners of the shares of the Corporation held by CEP II Participations S.àr.l. SICAR and CEP II U.S. Investments, L.P.

DBD Cayman Limited has investment discretion and dispositive power over the shares of the Corporation's common stock held by CEP II Participations S.àr.l. SICAR and CEP II U.S. Investments, L.P. DBD Cayman Limited is controlled by its Class A members, William E. Conway, Jr., Daniel A. D'Aniello and David M. Rubenstein and all action relating to the investment and disposition of the shares of the Corporation's common stock held by CEP II Participations S.àr.l. SICAR and CEP II U.S. Investments, L.P. requires their approval. William E. Conway, Jr., Daniel A. D'Aniello and David M. Rubenstein may be deemed to share beneficial ownership over the shares shown as beneficially owned by CEP II Participations S.àr.l. SICAR and CEP II U.S. Investments, L.P. Such persons disclaim beneficial ownership of these shares.

The Carlyle Group's address is 1001 Pennsylvania Avenue, N.W., Suite 220 South, Washington, D.C. 20004. The address for each of Carlyle Partners IV, L.P., CP IV Coinvestment, L.P. and CEP II U.S. Investments, L.P. is c/o The Carlyle Group, 1001 Pennsylvania Ave. NW, Suite 220 South, Washington, D.C. 20004-2505. The address for CEP II Participations S.àr.l. SICAR is c/o The Carlyle Group, 2, avenue Charles de Gaulle, L -1653 Luxembourg, Luxembourg.

The information in this footnote is based solely on the Schedule 13D filed with the SEC on June 8, 2009 by funds associated with The Carlyle Group.

(5)
Includes director stock options which are currently exercisable. Messrs. Beracha, Berquist, Durham, Ledford and Wolf each hold currently exercisable director stock options to purchase 23,350 shares and Mr. Bernasek holds currently exercisable director stock options to purchase 22,585.

(6)
As a result of assignments of certain director compensation by George Bitar, Robert End, J. Travis Hain and Angel Morales (the "Merrill Sponsor Nominees") to entities associated with MLGPE pursuant to the terms of our Director Compensation Policy, certain entities associated with MLGPE hold an aggregate of 46,928 shares of common stock and currently exercisable options to purchase 46,700 shares of common stock. The amount of shares held by ML Global Private Equity Fund, L.P. includes the currently exercisable options to purchase 46,700 shares of common stock.

(7)
Includes 19,362,745 shares of the Corporation's common stock held by CMC-Hertz Partners, L.P., which is affiliated with all three of the Sponsors. See Note 9 below.

(8)
Includes shares held of record by the following group of investment funds associated with or designated by Merrill Lynch & Co., Inc. or their affiliates: (i) 32,231,319 shares of common stock held by ML Global Private Equity Fund, L.P. (including 46,700 currently exercisable director stock options and 46,928 shares of common stock issued to certain entities associated with MLGPE, as assignee of compensation payable to the Merrill Sponsor Nominees under the Corporation's Director Compensation Policy, as described in Note 6 above); (ii) 3,872,549 shares of common stock held by Merrill Lynch Ventures L.P. 2001; (iii) 3,101,137 shares of common stock held by ML Hertz Co-Investor, L.P.; and (iv) 19,452 shares of common stock held by Merrill Lynch, Pierce, Fenner & Smith Incorporated.

As reflected in the Form 4 filed by Bank of America with the SEC on December 30, 2009, excludes the following shares held of record by the following group of investment funds associated with or designated by Bank of America or their affiliates (i) 124,299 shares of common stock held by Merrill Lynch Bank & Trust Co., FSB; (ii) 42 shares of common stock held by First Republic Investment Management, Inc.; 5,000 shares of common stock held by Bank of America, N.A.; (iii) 171,221 shares of common stock held by Banc of America Investment Advisors, Inc.; and (iv) 41,388 shares of common stock held by Columbia Management Advisors, LLC.

35


(9)
CMC-Hertz Partners, L.P. is affiliated with all three of the Sponsors. The general partner of CMC-Hertz Partners, L.P. is CMC-Hertz General Partner, L.L.C., whose members are Carlyle-Hertz GP, L.P., ML Global Private Equity Fund, L.P. and CD&R Associates VII, L.P. Investment decisions on behalf of CMC-Hertz General Partner, L.L.C. are made by majority vote of the Executive Committee, which comprises one representative of each Sponsor; however, until December 21, 2013. ML Global Private Equity Fund, L.P. has the contractual right (subject to various restrictions) to make decisions regarding disposition or voting of the shares beneficially owned by CMC-Hertz Partners, L.P. As a result, beneficial ownership of the shares held by CMC-Hertz Partners, L.P. may be attributed to ML Global Private Equity Fund, L.P., which disclaims beneficial ownership of such shares, as do the entities discussed in Note 8 above who may be deemed to have or share beneficial ownership of any shares that ML Global Private Equity Fund, L.P. holds of record or may be deemed to beneficially own.

(10)
A report on Schedule 13G/A, dated February 12, 2010, disclosed that Lord, Abbett & Co. LLC, an investment adviser, was the beneficial owner of 34,027,999 shares of the common stock of the Corporation as of December 31, 2009. Lord, Abbett & Co. LLC has reported that it has (i) sole power to vote or direct the vote of 30,277,371 shares of common stock of the Corporation and (ii) sole power to dispose or direct the disposition of 33,905,277 shares of common stock of the Corporation. The address of Lord, Abbett & Co. LLC is 90 Hudson Street, Jersey City, New Jersey, 07302. All information regarding Lord, Abbett & Co. LLC is based on that entity's report on Schedule 13G/A, dated February 12, 2010.

(11)
A report on Schedule 13G/A, dated February 16, 2010, disclosed that Bruce R. Berkowitz, as the managing member of Fairholme Capital Management, LLC, an investment company, and as president of Fairholme Funds, Inc., was the beneficial owner of 59,138,966 shares of common stock of the Corporation as of December 31, 2009. Mr. Berkowitz reported that he has (i) sole power to vote or direct the vote and the sole power to dispose or direct the disposition of 290,314 shares of common stock of the Corporation, (ii) shared power with; (x) Fairholme Capital Management, LLC to vote or direct the vote of 52,778,100 and (y) Fairholme Funds, Inc. to vote or direct the vote of 49,493,500, shares of common stock of the Corporation

36


(12)
Does not include 80,087,749 shares of common stock held by investment funds associated with or designated by Clayton, Dubilier & Rice, LLC, or 70,050 currently exercisable stock options and 101,314 shares of common stock issued to Clayton, Dubilier & Rice, LLC, as assignee of compensation payable to the CD&R Sponsor Nominees under the Corporation's Director Compensation Policy. The CD&R Sponsor Nominees are directors of the Corporation and Hertz and executives of CD&R. They disclaim beneficial ownership of the shares held by investment funds associated with or designated by CD&R and of the stock options and shares held by entities associated with CD&R.

(13)
Includes 785 shares held by Mr. Frissora's daughter and shares and equity awards held by the Mark Frissora Revocable Trust and the Jennifer Frissora Revocable Trust.

(14)
Does not include 71,287,943 shares of common stock held by investment funds associated with or designated by The Carlyle Group. Messrs. Bernasek and Ledford are directors of the Corporation and Hertz and executives of The Carlyle Group. They disclaim beneficial ownership of the shares held by investment funds associated with or designated by The Carlyle Group.

(15)
Includes 21,747, 22,077 and 18,887 phantom shares issued to Messrs. Bernasek, Berquist and Ledford, respectively, under the Corporation's Director Compensation Policy.

(16)
Includes employee and/or director stock options held directly by the beneficial owner which are currently exercisable or which will become exercisable within sixty days; restricted stock units reported as owned outright; and any shares that were purchased pursuant to the Corporation's employee stock purchase plan.

(17)
Does not include (i) 58,587,202 shares of common stock held by investment funds and other entities associated with or designated by Merrill Lynch & Co., Inc. (including 46,700 currently exercisable director stock options and 46,928 shares of common stock issued to certain entities associated with MLGPE, as assignees of compensation payable to the Merrill Sponsor Nominees under the Corporation's Director Compensation Policy, as described in Note 6 above), or over which such funds exercise voting control. The Merrill Sponsor Nominees are or have been directors of the Corporation and Hertz and are or were affiliated with the global private equity division of BAML Capital Partners. They disclaim beneficial ownership of the shares held by investment funds and other entities associated with or designated by Merrill Lynch & Co., Inc. See Notes 8 and 9 above.

(18)
On April 14, 2009, Mr. Hain was elected to the Board. Mr. Hain resigned from the Board on April 6, 2010 and Mr. Morales was elected to the Board on April 9, 2010 to fill the vacancy created by Mr. Hain's resignation.

(19)
The Corporation is a party to the Stockholders' Agreement, among it, the Sponsors and CMC-Hertz Partners, L.P. Among other things, the Corporation and each stockholder that is a party to the Stockholders' Agreement is required to take all necessary action to cause the Board nominees that the other Sponsors have chosen to be elected, which actions include recommending the nominees of the other Sponsors to our Board for inclusion in the slate of nominees recommended by the Board to stockholders for election. (See "Certain Relationships and Related Party Transactions—Stockholders' Agreement").

(20)
Mr. Nothwang retired on December 12, 2009. The information in this table is based on our internal information as of December 12, 2009.

(21)
A report on Schedule 13G/A, dated February 16, 2010, disclosed that Edward C. Johnson 3d and FMR LLC were the beneficial owners of 30,088,299 shares of common stock of the Corporation as of December 31, 2009. Edward C. Johnson 3d and FMR LLC reported that (i) FMR LLC has sole power to vote or direct the vote of 1,072,598 shares of common stock of the Corporation, and (ii) Edward C. Johnson 3d and FMR LLC have the sole power to dispose or direct the disposition of 30,088,299 shares of common stock of the Corporation. The address of Edward C. Johnson 3d and FMR LLC is 82 Devonshire Street, Boston, Massachusetts 02109. All the information regarding FMR LLC and Edward C. Johnson 3d is based on the report on Schedule 13G/A filed on February 16, 2010.

(22)
Does not include Mr. Morales, who was elected to the Board on April 9, 2010.

37



SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Based on a review of reports filed by the Corporation's directors, executive officers and beneficial holders of 10% or more of our outstanding shares, and upon representations from those persons, all reports required to be filed by the Corporation's reporting persons during 2009 were filed on time, except that:


EQUITY COMPENSATION PLANS

        The following table summarizes the securities authorized for issuance pursuant to our equity compensation plans as of December 31, 2009:

Plan Category
  Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
(a)
  Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
  Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in column (a))
(c)
 

Equity compensation plans approved by securityholders

    21,087,063 (1) $ 9.38     10,949,369 (1)

Equity compensation plans not approved by securityholders

        N/A      
                 

Total

    21,087,063 (1) $ 9.38     10,949,369 (1)
                 

(1)
The number of securities in column (a) and the number of securities in column (c) have been revised from, and replace, that reported in Part II, Item 5 of our Form 10-K, as amended, for the fiscal year ended December 31, 2009 to include in column (a) grants of performance stock units and restricted stock units and to include in column (c) securities remaining available for issuance under our employee stock purchase plan.


CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

        Currently, the Corporation has not adopted formal polices and procedures specifically designed to address the review and approval of transactions with related parties. However, the Board has adopted the Directors' Code of Business Conduct and Ethics (the "Code of Conduct") and the Corporation has adopted written Standards of Business Conduct (the "Standards"), which require all employees, officers and directors to avoid conflicts of interests.

        The Code of Conduct is applicable to all Board members and provides guidance for handling unforeseen situations which may arise, including conflicts of interest. Pursuant to the Code of Conduct, a conflict of interest may arise when a Board member's private interest interferes in any way—or even appears to interfere—with the interests of the Corporation as a whole. The Code of Conduct specifies that a conflict of interest may include, among other things, the following:

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        Pursuant to the Code of Conduct, any member of our Board who believes he or she has an actual or potential conflict of interest with us is obligated to notify the Chairman of the Executive and Governance Committee as promptly as practicable. That member should not participate in any decision by our Board, or any committee of our Board, that in any way relates to the matter that gives rise to the conflict or potential conflict of interest until the issue has been resolved to the satisfaction of the Chairman of the Executive and Governance Committee or the Board.

        The Standards are applicable to all employees of the Corporation and its subsidiaries, including directors who are employees of the Corporation and its subsidiaries. The Standards generally prohibit employees from maintaining outside business or financial interests or engaging in outside business or financial activity that conflicts with the interests of the Corporation.

        The following is a description of certain relationships and transactions that we have entered into with our directors, major stockholders and certain other related persons since the beginning of 2009, as well as certain other transactions.

Stockholders' Agreement

        The Corporation is a party to the Stockholders' Agreement, among it and investment funds associated with or designated by the Sponsors. The Stockholders' Agreement contains agreements that entitle investment funds associated with or designated by the Sponsors to nominate all of the Corporation's directors. The director nominees are to include three nominees of an investment fund associated with CD&R (one of whom shall serve as the Chairman or, if the Chief Executive Officer is the Chairman, the Lead Director), two nominees of investment funds associated with Carlyle, two nominees of an investment fund associated with MLGPE (collectively, the "Sponsor Nominees") and up to six independent directors (subject to unanimous consent of the Sponsor Nominees, for so long as the Corporation remains a "controlled company" within the meaning of the New York Stock Exchange rules), subject to adjustment in the case that the applicable investment fund sells more than a specified amount of its shareholdings in the Corporation. In addition, upon the Corporation ceasing to be a "controlled company" within the meaning of the New York Stock Exchange rules, if necessary to comply with the New York Stock Exchange rules, the director nominees of the Sponsors shall be reduced to two nominees of an investment fund associated with CD&R (one of whom shall serve as the Chairman or, if the Chief Executive Officer is the Chairman, the Lead Director), one nominee of investment funds associated with Carlyle, and one nominee of an investment fund associated with MLGPE, and additional independent directors will be elected by our Board to fill the resulting director vacancies. The Stockholders' Agreement also provides that the Corporation's Chief Executive Officer shall be designated as a director, unless otherwise approved by a majority of the Sponsor Nominees. In addition, the Stockholders' Agreement provides that one of the nominees of an investment fund associated with CD&R shall serve as the Chairman of the executive and governance committee and, unless otherwise agreed by this fund, as Chairman of the Corporation's Board. In order to comply with New York Stock Exchange rules, the Corporation will be required to have a majority of independent directors on our Board within one year of our ceasing to be a "controlled company" within the meaning of the New York Stock Exchange rules.

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        The Stockholders' Agreement also grants to the investment funds associated with CD&R or to the majority of the Sponsor Nominees the right to remove the Corporation's Chief Executive Officer. Any replacement Chief Executive Officer requires the consent of investment funds associated with CD&R as well as investment funds associated with at least one other Sponsor. It also contains restrictions on the transfer of our common stock, and provides for tag-along and drag-along rights, in certain circumstances. The rights described above apply only for so long as the investment funds associated with the applicable Sponsor maintain certain specified minimum levels of shareholdings in the Corporation.

        In addition, the Stockholders' Agreement limits the rights of the investment funds associated with or designated by the Sponsors that have invested in our common stock and our affiliates, subject to several exceptions, to own, manage, operate or control any of our "competitors" (as defined in the Stockholders' Agreement). The Stockholders' Agreement may be amended from time to time in the future to eliminate or modify these restrictions without the Corporation's consent.

Registration Rights Agreement

        The Corporation is also party to a registration rights agreement (the "Registration Rights Agreement") with investment funds associated with or designated by the Sponsors. The Registration Rights Agreement grants to certain of these investment funds the right to cause the Corporation, at its own expense, to use its best efforts to register such securities held by the investment funds for public resale, subject to certain limitations. The exercise of this right is limited to three requests by the group of investment funds associated with each Sponsor, except for registrations effected pursuant to Form S-3, which are unlimited, subject to certain limitations, if the Corporation is eligible to use Form S-3. The secondary offering of the Corporation's common stock in June 2007 was effected pursuant to this Registration Rights Agreement. In the event the Corporation registers any of its common stock, these investment funds also have the right to require the Corporation to use its best efforts to include shares of common stock of the Corporation held by them, subject to certain limitations, including as determined by the underwriters. The Registration Rights Agreement also provides for the Corporation to indemnify the investment funds party to that agreement and their affiliates in connection with the registration of our securities.

Indemnification Agreements

        The Corporation, along with Hertz, is a party to customary indemnification agreements with the Sponsors and stockholders of the Corporation that are affiliated with the Sponsors, pursuant to which the Corporation and Hertz will indemnify the Sponsors, our stockholders affiliated with the Sponsors and their respective affiliates, directors, officers, partners, members, employees, agents, representatives and controlling persons, against certain claims and liabilities, including liabilities arising out of financing arrangements and securities offerings.

        The Corporation is a party to indemnification agreements with each of its directors. The indemnification agreements provide the directors with contractual rights to the indemnification and expense advancement rights provided under the Corporation's By-Laws, as well as contractual rights to additional indemnification as provided in the indemnification agreements.

Financing Arrangements with Related Parties

        In May and June 2009, Merrill Lynch, Pierce, Fenner & Smith Incorporated, which is an affiliate of one of the Sponsors, served as an underwriter in the public offering of our common stock and in the public offering of our convertible debt. Merrill Lynch, Pierce, Fenner & Smith Incorporated earned approximately $5.75 million in underwriting discounts and commissions for sales it completed in these offerings. Merrill Lynch or its affiliates (which are stockholders of Hertz Holdings) are lenders under

40



certain of our facilities; acted as initial purchasers with respect to the offerings of certain of our ABS notes; and acted as structuring advisors and agents under our ABS Program.

        On July 7, 2009, Clayton, Dubilier & Rice Fund VII, L.P. and CD&R Parallel Fund VII, L.P. (investment funds associated with CD&R) and Carlyle Partners IV, L.P., and CP IV Coinvestment, L.P. (investment funds associated with Carlyle), purchased an aggregate of 32,101,182 shares of our common stock at a price of $6.23 per share (the same price per share paid to us by the underwriters in the public offering of our common stock conducted in May and June 2009) in a private offering with proceeds to us of approximately $200.0 million. Clayton, Dubilier & Rice Fund VII, L.P., CD&R Parallel Fund VII, L.P., Carlyle Partners IV, L.P., and CP IV Coinvestment, L.P. either beneficially own 5% of our stock or are members of groups that beneficially own 5% of our stock.

Other Relationships

        Merrill Lynch, Pierce, Fenner & Smith Incorporated, which is an affiliate of one of the Sponsors, acts as the administrator of the Hertz Global Holdings, Inc. Stock Incentive Plan, which is described below. Merrill Lynch, Pierce, Fenner & Smith Incorporated received approximately $22,000 from us for serving as the administrator for fiscal 2009.

        Merrill Lynch, an affiliate of one of the Sponsors, and certain of its affiliates engage in principal trading activity in our stock from time to time. To date, Merrill Lynch has paid to us approximately $4.9 million for its "short-swing" profit liability resulting from its principal trading activity that is subject to recovery by us under Section 16 of the Securities Exchange Act of 1934, as amended. In the event that Merrill Lynch or its affiliates (including private investment funds managed by certain private equity-arm affiliates of Merrill Lynch) sell additional shares of our common stock in the future, this amount may change. In addition, because Merrill Lynch may be deemed to be an affiliate of Hertz Holdings and there was no registration statement in effect with respect to its sale of shares during this period, certain of these sales may have been made in violation of Section 5 of the Securities Act of 1933, as amended.

        In connection with our car and equipment rental businesses, we enter into millions of rental transactions every year involving millions of customers. In order to conduct those businesses, we also procure goods and services from thousands of vendors. Some of those customers and vendors may be affiliated with the Sponsors or members of our Board. We believe that all such rental and procurement transactions have been conducted on an arms-length basis and involved terms no less favorable to us than those that we believe we would have obtained in the absence of such affiliation. It is our management's practice to bring to the attention of our Board any transaction, even if it arises in the ordinary course of business, in which our management believes that the terms being sought by transaction participants affiliated with the Sponsors or our directors would be less favorable to us than those to which we would agree absent such affiliation. For additional information regarding our transactions with companies of which certain of our independent directors are executive officers, see "Corporate Governance and General Information Concerning the Board of Directors and its Committees—Board Independence."

        At the time that Jeffrey Zimmerman, our General Counsel and Secretary, joined the Corporation in December 2007, we agreed that we would provide him with certain relocation benefits to assist him in completing his relocation to the Park Ridge, New Jersey area. Accordingly, in February 2010, consistent with the Corporation's relocation policy, we purchased his residence in the Chicago, Illinois area through a transaction with a third party relocation provider for a total of $830,000 which was the average of two independent appraisals. The third party provider will sell the home on our behalf, and we will receive the proceeds from that sale, with any gain or loss on resale becoming our responsibility. We also paid Mr. Zimmerman approximately $150,000, either directly or to third party service providers, for (a) his out-of-pocket expenses (e.g., transfer taxes, maintenance, utilities, insurance, etc.) and associated fees related to the purchase and resale of the home, (b) movement of household goods, and (c) certain of his housing expenses he incurred during his transition from Illinois to New Jersey.

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EXECUTIVE COMPENSATION

Named Executive Officers

        We refer to the following individuals as our "named executive officers":

        The named executive officers are our CEO and CFO, our three other most highly compensated executive officers, as compensation is determined under the SEC's rules as of December 31, 2009 and an additional individual who would have been among our most highly compensated executive officers if he had been employed on December 31, 2009.

Compensation Discussion and Analysis

Executive Summary

        This compensation discussion and analysis provides information regarding our compensation programs for our named executive officers. We discuss the philosophy of our compensation programs, including how we determine the elements of compensation for our named executive officers, and why we have selected those elements in our compensation programs.

        We believe that a skilled and motivated team of senior executives is essential to building lasting stockholder value. As a market leader in the car and equipment rental industries, we also understand that our senior executives are highly sought after. Therefore, we have structured our compensation programs to provide our named executive officers and other senior executives with levels of compensation that we believe are necessary to retain their services and to avoid the disruption and expense associated with unintended executive departures. Our short- and long-term incentive programs are also intended to reward our executives for performance measured against established goals that are important to us and to align our executives' interests with those of our stockholders, in each case with the ultimate objective of creating lasting stockholder value.

        In the first half of 2009, we continued to face a decrease in business travel demand and equipment rental volume resulting primarily from the global recession. To mitigate the effects of the global recession, we implemented cost reduction, cash management and incremental revenue-generating initiatives. Specifically, in the first quarter of 2009, in order to preserve cash and help our Corporation comply with the consolidated leverage ratio covenants in the credit agreements governing Hertz's senior credit facilities, and in recognition of the effects of the worldwide economic downturn on our business, we suspended our Executive Incentive Compensation Program ("EICP"), a performance based annual cash incentive program for executive officers, and suspended our 401(k) matching program. Our senior management believes they should show leadership in responding to market conditions and accordingly,

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Mr. Frissora asked the Compensation Committee to reduce his salary by 20% and the salaries of the named executive officers reporting to the CEO by 15%. Effective February 2009, the Compensation Committee approved his requests. Throughout the year, management continued to monitor our financial performance and the general economic environment. As a result of the overall improvement in our worldwide car rental business, the improving macro economic outlook, and improvement in our ability to comply with the consolidated leverage ratio covenants in the credit agreements governing Hertz's senior credit facilities, in September 2009 we restored the base salaries of our named executive officers, including Mr. Frissora, for the remainder of the year and reinstated the EICP, effective for the second half of 2009. These actions had the effect of decreasing the overall compensation paid to our named executive officers in 2009. In addition, due to the relative volatility in the beginning of 2009 of the markets in which we operate, the Compensation Committee determined that annual targets for our EICP could not be set with the level of accuracy necessary to appropriately incentivize management. Therefore, in order to help mitigate the effects of unpredictable markets, the Compensation Committee set quarterly, as opposed to annual, goals for the 2009 EICP awards.

Role of the Compensation Committee

        Our Compensation Committee has overall responsibility for the compensation of our named executive officers. The charter for our Compensation Committee is available without charge on the "Investor Relations—Corporate Governance—Overview" portion of the our website, www.hertz.com.

        The Compensation Committee reviews and establishes the compensation structure for our senior management. To assist it in doing so, the Compensation Committee has the authority to retain outside advisors (including compensation consultants), as the Compensation Committee deems appropriate. Since July 2008, the Compensation Committee has engaged Semler Brossy Consulting Group, LLC ("Semler Brossy") as its compensation consultant to provide advice and information at the Compensation Committee's request. The Compensation Committee reviews our compensation programs in light of the consultant's recommendations and adjusts compensation as it sees fit. However, the decisions made by the Compensation Committee are the responsibility of the Compensation Committee, and may reflect factors other than the recommendations and information provided by Semler Brossy.

        In determining the appropriate levels of our compensation programs, our CEO provides input to the Compensation Committee on topics that he believes are important, such as the appropriate levels of base salary for named executive officers (other than himself), performance criteria, numerical performance goals and appropriate target performance levels. As part of this process, our CEO obtains data from and has discussions with our chief human resources officer. As described in more detail below, our CEO conducts performance reviews with respect to the other executive officers of the Corporation, the results of which may affect our executive officers' base salaries and annual bonus levels. In addition, the Compensation Committee regularly confers with the Lead Director when making compensation decisions. See "Corporate Governance and General Information Concerning the Board and Its Committees—Corporate Governance—Chairman, Chief Executive Officer and Lead Director Positions". Our Compensation Committee may give weight to our CEO's and Lead Director's input in its discretion, but in all cases, the final determinations with respect to our compensation programs lie with the Compensation Committee or, in the case of our CEO, with our Board of Directors.

Elements of our Compensation Programs

        Our compensation programs consist primarily of (1) base salary, (2) annual performance-based incentive compensation, (3) long-term equity incentive compensation and (4) retirement benefits. We also provide our executives with limited perquisites, and we maintain severance arrangements that would provide our executives with additional compensation in the event of certain qualifying terminations of employment. In order to support our pay-for-performance philosophy, a portion of our

43



executive officers' compensation is delivered in the form of performance-dependent, short- and long-term incentive programs. Actual pay varies based on the level of achievement of individual performance objectives, as well as our overall performance.

        When determining the appropriate levels of our compensation programs, we compare the compensation for our senior executives to the compensation of comparable positions at a group of companies (the "Survey Group") identified by Towers Perrin, a consulting company that sometimes provides compensation information and advice to management. Because the number of our direct competitors in the global market is limited, we do not limit the Survey Group to only direct competitors in our industry, but also include companies of similar revenue size. Specifically, the companies in the Survey Group for 2009 had annual revenues of $5 to $15 billion. We include a relatively large amount of companies in the Survey Group, in part because we believe that the compensation data is more stable. For example, when the comparison group used by the Compensation Committee is larger, incumbent turnover has less of an effect on year-to-year results. The data from the Survey Group is also size-adjusted using regression analysis to account for the differences in revenue size. In addition, we also review market data on competitive pay practices and trends. When making compensation decisions for our executives, our management and our Compensation Committee consider this market data, as well as industry factors, general business developments and corporate and individual performance. The following are the companies that comprise our Survey Group against which certain elements of our compensation programs, as more specifically described below, were benchmarked in 2009:

Advanced Micro Devices   Mattel, Inc.
Agilent Technologies   McDermott International Inc.
Air Products and Chemicals Inc.   McGraw-Hill Companies Inc.
Amazon.com   MeadWestvaco Corp.
Ameren   Medtronic Inc.
American Electric Power   Micron Technology
Amgen   Molson Coors Brewing
A&P   Monsanto Co.
Applied Materials   Mosaic Company (The)
Ashland   Navistar International
Automatic Data Processing Inc.   Nordstrom Inc.
Avis Budget Group, Inc.   Norfolk Southern Corp.
Avon Products Inc.   Nortel Networks Corp.
Ball Corp.   Northeast Utilities
Baxter International   Northwest Airlines
BD   NRG Energy
Blockbuster   Oshkosh Truck
Boston Scientific   Owens-Illinois Inc.
Calpine Corp.   Pacific Gas & Electric
Cameron International   Parker-Hannifin Corp.
Campbell Soup Co.   Pepco Holdings
Celestica   Pitney Bowes Inc.
CenterPoint Energy   PPG Industries Inc.
Centex   PPL Corp.
Charter Communications   Praxair Inc.
CMS Energy   Progress Energy
Colgate-Palmolive   Public Service Enterprise Group
ConAgra Foods Inc.   Pulte Homes Inc.
Consolidated Edison   QUALCOMM

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Corning   Quest Diagnostics
Covidien   Qwest Communications
CSX Corp.   Reed Elsevier
Dana Holding Corp.   Reliant Energy
Dean Foods Co.   Reynolds American
Devon Energy   Rockwell Automation
Duke Energy   Rohm & Haas
Eastman Chemical Co.   R.R. Donnelley & Sons Co.
Eastman Kodak Co.   Ryder System Inc.
Eaton   SAIC Inc.
eBay Inc.   Sara Lee Corp.
Ecolab Inc.   Schering-Plough
Edison International   Seagate Technology
Embarq Corp.   Sempra Energy
EMC Corp.   Sherwin-Williams Co. (The)
EMCOR Group Inc.   Smurfit-Stone Container Corp.
Entergy   Starbucks Corp.
FirstEnergy Corp.   Starwood Hotels & Resorts Worldwide, Inc.
Fortune Brands Inc.   Sun Microsystems
Genentech   Tenet Healthcare Corp.
General Mills   Terex Corp.
Goodrich Corp.   Textron Inc.
Harley-Davidson, Inc.   Textron
Health Net   Timken
Henry Schein   Tyco Electronics
Heinz (HJ) Co.   Unisys
Hormel Food Corp.   USG
IAC/InterActive   Viacom Inc.
Integrys Energy Group   Visteon Corp.
ITT Corp.   Waste Management
Jacobs Engineering Group Inc.   Western Digital
KBR Inc.   Whole Foods Market Inc.
Kellogg Co.   Williams Companies
Limited Inc.   Wm. Wrigley Jr.
Longs Drug Stores   Xcel Energy
L-3 Communications   Yahoo!
Marriott International Inc.   YUM! Brands Inc.
Masco Corp.    

        To a lesser extent, the Compensation Committee considered compensation paid to our named executive officers against the compensation of comparable positions at a smaller group of companies comprising a cross section of general industry companies of comparable size identified by management, the Compensation Committee and Frederic W. Cook & Co., Inc., the Compensation Committee's former compensation consultant. Although the Compensation Committee reviewed this data, it relied less on data from this group because considerable changes in the incumbents among the named executive officers in this group disproportionately affected the executive compensation data,

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skewing it from normal levels. For 2009, the following (the "Smaller Group") are the companies whose compensation data was considered in the manner more specifically described below:

Autozone   Darden Restaurants   Penske Automotive Group
Avis Budget Group   Harley Davidson   Royal Caribbean
Carmax   Marriott International   Ryder System
Carnival   Norfolk Southern   Starbucks
Cintas   Office Depot   Starwood
CSX   OfficeMax   United Rentals

        We typically review the base salaries and annual bonus levels of our named executive officers and other senior executives every 12 months, and we periodically (but not on a set schedule) review the other elements of their compensation.

Base Salary

        Base salaries are designed to attract and retain executive officers needed to run our business. Salaries are the basis for other performance-driven programs and retirement programs as discussed below. For the named executive officers, the Compensation Committee awards base salary increases after reviewing individual performance, conducting internal compensation comparisons and reviewing competitive market compensation. We generally try to set base compensation for each of our senior executive officers between the 50th and 75th percentiles of the base compensation paid for comparable positions at what our Compensation Committee then determined constituted our peer group of companies, however, we take into account other factors such as an individual's prior experience, total mix of job responsibilities and performance when setting base salary levels for our senior executive officers. Accordingly, some of our officers' base salaries may exceed the 75th percentile for comparable positions at our peer group of companies, while for others it may be below the 50th percentile.

        Our Compensation Committee makes these base salary determinations in close consultation with our Lead Director and our CEO (except as to his own compensation). We also review base salaries upon promotion or other changes in job responsibility.

        In 2009, while the Compensation Committee reviewed competitive base salary information for the Survey Group and Smaller Group companies as an independent measure of reasonableness, the Committee did not benchmark base salaries and instead deferred to Mr. Frissora's recommendations when making 2009 base salary decisions for the named executive officers. More specifically, as a result of the deterioration in market conditions, in the first quarter of 2009, Mr. Frissora requested that the Compensation Committee not award him and the other named executive officers a merit increase for 2009, and instead reduce Mr. Frissora's and the named executive officers' base salaries by 20% and 15%, respectively. The Compensation Committee accepted Mr. Frissora's request. As a result of our improved performance, we restored the named executive officers' compensation effective as of September 1, 2009, with no subsequent increase in the salaries.

        The chart below shows the actual base salary paid to each named executive officer in 2009 after taking into account the temporary reduction in base salaries for our named executive officers from

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February to September 2009, as compared to the base salary paid to each named executive officer in 2008:

Name
  Base Salary Paid in 2008   Base Salary Paid in 2009  

Mr. Frissora

  $ 1,094,712   $ 975,769  

Ms. Douglas

  $ 512,308   $ 474,692  

Mr. Taride(1)

  $ 568,342   $ 443,367  

Mr. Plescia

  $ 503,077   $ 454,193  

Mr. Zimmerman

  $ 400,000   $ 372,308  

Mr. Nothwang

  $ 661,731   $ 571,077  

(1)
For Mr. Taride, these amounts have been converted to U.S. dollars from pounds sterling at the 12-month average rate of 1.8576 for 2008 and 1.559041 for 2009.

Annual Incentives

        Our named executive officers' compensation includes an annual cash incentive, or EICP award. EICP awards are designed to reward the named executive officers for overall corporate performance, business unit performance, and individual performance. EICP awards are intended to align our executives' interests with those of our stockholders and reinforce our key strategic initiatives, while at the same time take into account individual performance. EICP awards for the 2009 performance year were made to the named executive officers as detailed in the "Non-Equity Incentive Plan Compensation" column of the "Summary Compensation Table," below.

        In January 2009 our Compensation Committee, with the input of our CEO, Senior Vice President of Human Resources, CFO, Vice President of Global Compensation and Benefits, Semler Brossy and our other senior officers, approved the performance criteria to be used to determine annual bonuses for our named executive officers under our EICP for 2009, the relative weighting of those criteria and the variances for the threshold and high performance from the targets applicable to the corporate and business unit performance goals. In addition, for 2009, the Compensation Committee established a Target Award (explained under "Target Awards" below) for each named executive officer, which is a percentage of the named executive officer's base salary.

        EICP payments are determined based upon our overall corporate performance, business unit performance and individual performance. With respect to overall corporate performance, the Compensation Committee approved performance measurement criteria and formulas, which result in a "Corporate Performance Modifier" which is the same for each named executive officer. With respect to business unit performance, the Compensation Committee also approved business unit goals and objectives for the Hertz Rent-A-Car North America, Hertz Rent-A-Car Europe and Hertz Equipment Rental business units, which inform the Compensation Committee's determination of a "Business Unit Performance Modifier". The Business Unit Performance Modifier was based on strategic goals designed to reward growth, cash/capital management and customer satisfaction in the regions and markets in which we compete. The Compensation Committee used its discretion in approving the Business Unit Performance Modifier for each business unit. In addition, with respect to individual performance, the Compensation Committee approved an individual component for the 2009 EICP awards that allowed the Lead Director for the CEO and the CEO for the other named executive officers, to implement and approve an "Individual Performance Modifier" that adjusted the EICP awards based upon the individual performance of each of our named executive officers. The Compensation Committee used its discretion in approving the Individual Performance Modifier for each of our named executive officers, placing

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primary emphasis on our CEO's individual review of each of the named executive officers and the Board's review of our CEO. Additional details with respect to the preceding are set forth below under the "Hertz's Corporate Performance Modifier for 2009", "Business Unit Performance Modifier for 2009" and "Individual Performance Modifier for 2009" headings.

        At the beginning of 2010, the Compensation Committee approved the award payments for the named executive officers (other than the CEO), and recommended to the Board for approval the award payment for the CEO. To arrive at a payout number, the Target Award was multiplied by a formula based on corporate performance, business unit performance (for individuals reporting to a particular business unit and the weighted average aggregate business unit performance for our CEO, CFO and General Counsel), and individual performance goals. The formula is illustrated below:

CHART

        All payments under the EICP with respect to 2009 performance are subject to exceeding the consolidated debt to EBITDA leverage ratio set by the Compensation Committee on a quarterly basis. For the first three quarters of 2009, the Compensation Committee determined that the appropriate criteria was for Hertz to exceed the debt ratio requirements in Hertz's senior credit facilities. For the fourth quarter of 2009, the Compensation Committee determined that the appropriate criteria was for Hertz to exceed the debt ratio requirements in Hertz's senior credit facilities, as modified to require an additional $50 million in EBITDA above the debt ratio requirements. If the quarterly debt ratio targets had not been satisfied, no EICP bonuses would have been paid with respect to the quarter in which the ratio was exceeded and any prior quarter. The debt ratio targets set by our Compensation Committee were satisfied for each quarter in 2009.

        The Target Award for 2009 was a percentage of the named executive officer's base salary as of December 31, 2009. In general, the Compensation Committee attempts to set the aggregate total annual cash compensation (that is, Target Award and base salary) for all the executives between the 50th and 75th percentiles of annual cash compensation paid for comparable positions at the companies in the Survey Group. Pursuant to his employment agreement, the Target Award for Mr. Frissora, our Chief Executive Officer, must be at least 100% of his base salary. However, the Compensation Committee also takes into account the experience and historical performance of each particular executive when determining Target Awards.

        The 2009 target annual award as percentage of base salary and the named executive officers' base salary as of December 31, 2009 were as follows:

Named Executive Officer
  Target Award as a
% of Base Salary
  Base Salary as of
December 31, 2009
 

Mr. Frissora

    130%   $ 1,075,000  

Ms. Douglas

    75%   $ 510,000  

Mr. Taride

    75%   $ 476,443 (1)

Mr. Plescia

    75%   $ 490,000  

Mr. Zimmerman

    65%   $ 400,000  

Mr. Nothwang

    75%   $ 640,000  

(1)
For Mr. Taride, these amounts have been converted to U.S. dollars from pounds sterling at the 12-month average rate of $1.559041.

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        The Compensation Committee each year chooses the financial performance targets against which our performance will be measured. The Compensation Committee chose adjusted pre-tax income (referred to as "API") and total net cash flow as the financial performance criteria for 2009. API is an adjusted pre-tax income statistic equal to our income before purchase accounting charges, non-cash interest items, income taxes, minority interest, restructuring expenses, significant one-time items and non-cash "mark-to-market" income and expense. Total net cash flow is calculated as the change in the cash and equivalents, restricted cash and debt balances, adjusted for the effects of foreign currency. API and total net cash flow are operating statistics determined by reference to our financial statements, but are not calculated in accordance with GAAP. Although not in accordance with GAAP, the Compensation Committee used API as a metric because it allows management to assess operational performance of our business, exclusive of the items mentioned above that are not reflective of our operating performance. The Compensation Committee used total net cash flow because it represents funds available to grow our fleet and/or reduce our debt. The Compensation Committee determined that API would be assigned a 60% weight and that total net cash flow would be assigned a 40% weight.

        The Compensation Committee determined that given the recent volatility in the economy, yearly performance targets based upon API and total net cash flow are difficult to establish accurately, and consequently would not appropriately incentivize management. Therefore, in order to provide us with flexibility to create effective incentives for our executives for the entirety of 2009, and to prevent wide fluctuations in EICP payments due to small variations in API and total net cash flow, the Compensation Committee established quarterly API and total net cash flow performance metrics in 2009. Given the seasonality of our businesses, the first quarter of 2009 constituted 15% of the total Corporate Performance Modifier, the second and fourth quarters each constituted 25% of the total Corporate Performance Modifier and the third quarter constituted 35% of the total Corporate Performance Modifier.

        With respect to quarterly API and total net cash flow, a threshold, target and high payout target were determined by the Compensation Committee each quarter based upon our business plan that reflects our targeted operating results for the upcoming quarter. The Compensation Committee had the discretion to modify our actual quarterly API and total net income for unforeseen events in order to determine whether the quarterly targets were achieved and to reflect changes in the Corporation and its business. The Compensation Committee then compared our actual API and total net cash flow results (as modified in certain cases) to our targeted API and total net cash flow to determine the annual cash bonuses under our EICP. We disclosed our actual API and total net cash flow, as well as detailed reconciliations of these non-GAAP measures, in our quarterly earnings releases, and have indicated in the charts below the extent to which the Compensation Committee used its discretion to modify the actual results disclosed in our earnings releases. Quarterly threshold, target and high performance API and total net cash flow were determined by the Compensation Committee using the same formula reflected in these quarterly earnings releases. While performance was measured quarterly, payments under the EICP, if any, were made in one lump sum after the end of fiscal 2009.

        If none of the quarterly thresholds set for our corporate performance were achieved, executive officers participating in the EICP would have received no payment of an EICP award. Linear interpolation was used to determine the multiplier for results that were between the threshold and target and target and high performance level. There was no maximum cap on EICP payments; however, if our performance had exceeded the high performance level, then the slope of the payout curve above the high performance level would have been half of the slope of the payout curve between the threshold and high performance level.

        The 2009 EICP was structured so that if our corporate performance substantially exceeded the quarterly "high payout" performance targets, total annual cash compensation would have been expected to be greater than the median of the Survey Group.

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        The following were the 2009 quarterly performance targets set by the Compensation Committee and our disclosed actual performance, as modified by the Compensation Committee in certain cases, as compared to such targets (dollars in millions):


First Quarter of 2009 (15% Weight)

 
  API (60%)   Total Net Cash Flow (40%)  

Threshold = 60% Multiplier

  $ (159.3 ) $ 419.0  

Target = 100% Multiplier

  $ (150.7 ) $ 436.0  

High Performance Level = 160% Multiplier

  $ (138.0 ) $ 461.5  

Actual Results

  $ (116.6 ) $ 760.7  

Percentage Earned

    210.1 %   512.2 %

Total Corporate Performance Modifier

    331.0%
 


Second Quarter of 2009 (25% Weight)

 
  API (60%)   Total Net Cash Flow (40%)  

Threshold = 60% Multiplier

  $ 45.9   $ (432.8 )

Target = 100% Multiplier

  $ 60.1   $ (404.5 )

High Performance Level = 160% Multiplier

  $ 81.4   $ (362.0 )

Actual Results

  $ 81.1   $ (128.0 )

Percentage Earned

    159.0 %   325.3 %

Total Corporate Performance Modifier

    225.5%
 


Third Quarter of 2009 (35% Weight)

 
  API (60%)   Total Net Cash Flow (40%)  

Threshold = 60% Multiplier

  $ 148.4   $ (27.0 )

Target = 100% Multiplier

  $ 168.2   $ 12.6  

High Performance Level = 160% Multiplier

  $ 198.0   $ 72.1  

Actual Results (as modified)

  $ 195.3   $ 101.6 (1)

Percentage Earned

    154.6 %   174.9 %

Total Corporate Performance Modifier

    162.7%
 

(1)
The Compensation Committee modified our total net cash flow to a constant currency of $68.7 for the third quarter and excluded from this amount the financing costs of $32.9 million of fees that we incurred in connection with the refinancing of our asset-backed debt one year ahead of schedule, which resulted in exceeding the high performance level for total net cash flow for the third quarter. The Compensation Committee used its discretion to exclude such one time fees because it determined that amounts incurred in connection with refinancing our debt should not adversely impact the calculation of EICP awards.


Fourth Quarter of 2009 (25% Weight)

 
  API (60%)   Total Net Cash Flow (40%)  

Threshold = 60% Multiplier

  $ (27.2 ) $ 457.1  

Target = 100% Multiplier

  $ (13.0 ) $ 485.4  

High Performance Level = 160% Multiplier

  $ 8.3   $ 527.9  

Actual Results (as modified)

  $ 39.2   $ 547.0 (1)

Percentage Earned

    203.5 %   173.5 %

Total Corporate Performance Modifier

    191.5%
 

(1)
Compared to the beginning of 2009 when management initially developed its plan for our fleet needs for 2009 and 2010, macro-economic conditions had changed dramatically by the fourth quarter 2009. As a result of the significant improvement in the macro-economic conditions throughout the second half of 2009, management determined that in order to service anticipated demand in the late fourth quarter of 2009 and the early first quarter

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        Throughout 2009, our Compensation Committee and management examined various components of our compensation practices in light of the weakened economy. With respect to the EICP, although we continued to set goals and track performance for the first two quarters of 2009, management and the Compensation Committee determined in early 2009 that it was in the best interests of the Corporation to suspend the EICP for these two quarters. This measure was one of several that we took in the first half of 2009 to ensure that we remained in compliance with all of our debt covenants and in light of the continuing economic downturn.

        Below is how the annual Corporate Performance Modifier was determined based upon our quarterly achievement of API and total net cash flow.

 
  Corporate Performance Modifier  

First Quarter (15% Weight)

    0 %

Second Quarter (25% Weight)

    0 %

Third Quarter (35% Weight)

    162.7 %

Fourth Quarter (25% Weight)

    191.5 %

Annual Corporate Performance Modifier

    104.8 %

        Based upon management's recommendation, the Compensation Committee determined that, for 2009, it was important to incentivize management to achieve strategic initiatives for our Hertz Rent-A-Car North America, Hertz Rent-A-Car Europe and Hertz Equipment Rental business units. Accordingly, the Compensation Committee approved specific annual strategic objectives for each business unit, which were grouped into three main categories: growth, cash/capital management and customer satisfaction. Executive officers reporting to a specific business unit had their EICP awards adjusted by the "Business Unit Performance Modifier" relating to their specific business unit. Executive officers in our corporate centers had their EICP awards adjusted by a weighted average of the Business Unit Performance Modifiers, as follows: Hertz Rent-A-Car North America: 50%, Hertz Rent-A-Car Europe: 25% and Hertz Equipment Rental: 25%. At year end, the Compensation Committee assessed whether the pre-established strategic objectives had been met and subjectively determined a Business Unit Performance Modifier for each business unit. The Target Award for each individual, as modified by the Corporate Performance Modifier (discussed under "Hertz Corporate Performance for 2009" above), was then multiplied by his or her respective Business Unit Performance Modifier, which could have ranged from 75% to 125%.

        For the Hertz Rent-A-Car North America business unit, the strategic goals approved by our Compensation Committee were: maintaining U.S. airport market share, non-airport growth exceeding our airport growth rate by at least 2%, opening ten new Advantage brand locations, achieving $2.2 million in revenue for car sharing, achieving year-over-year improvement in net working capital days (excluding fleet), achieving year-over-year improvement in fleet efficiency, achieving year-over-year improvement in reducing the number of customers that were turned down at the counter and maintaining the adjusted net promoter score (used to calculate customer satisfaction) achieved in 2008. For the Hertz Rent-A-Car Europe business unit, the strategic goals approved by our Compensation Committee were: maintaining market share in the top 69 airports, achieving vehicle rental of $15 million

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in connection with our genesis project, increasing year-over-year results in membership and revenue, achieving year-over-year improvement in net working capital days (excluding fleet), achieving year-over-year improvement in fleet efficiencies, maintaining the adjusted net promoter score achieved in 2008 and decreasing the customer complaint contact ratio by 10% from 2008. For the Hertz Equipment Rental business units, the strategic goals approved by our Compensation Committee were: improving the industrial mix and increasing the overall industrial revenue base, achieving year-over-year improvement in product initiatives, expanding operations internationally to the Middle East, Asia, Latin America and Europe, achieving year-over-year improvement in net working capital days (excluding fleet), achieving year-over-year improvement in fleet efficiencies, and maintaining the adjusted net promoter score achieved in 2008.

        The Compensation Committee did not place specific weightings on the considered goals noted above, but rather based its determination on a holistic and subjective assessment of the overall performance of each business unit, placing some emphasis on the number of goals exceeded by each business unit balanced against the number of goals that were missed. Accordingly, for 2009, the Compensation Committee determined that, because Hertz Rent-A-Car North America exceeded five of its business unit goals and missed three of its business unit goals, the Business Unit Performance Modifier for the Hertz Rent-A-Car North America business unit should be 110%; because Hertz Rent-A-Car Europe exceeded two of its business unit goals and missed two of its business unit goals, the Business Unit Performance Modifier for the Hertz Rent-A-Car Europe business unit should be 100%; and because Hertz Equipment Rental exceeded two of its business unit goals and missed two of its business unit goals, the Business Unit Performance Modifier for the Hertz Equipment Rental business unit should be 100%.

        Below is a chart that indicates, for each named executive officer, the business unit to which they report and the Business Unit Performance Modifier for the business unit:

Named Executive Officer
  Business Unit   Business Unit
Performance Modifier
 

Mr. Frissora

  Corporate-weighted average of business units     105 %

Ms. Douglas

  Corporate-weighted average of business units     105 %

Mr. Taride

  Hertz Rent-A-Car Europe     100 %

Mr. Plescia

  Hertz Equipment Rental     100 %

Mr. Zimmerman

  Corporate-weighted average of business units     105 %

Mr. Nothwang

  Hertz Rent-A-Car North America     110 %

        Annually, each named executive officer's performance (other than Mr. Frissora, our CEO) is evaluated by Mr. Frissora against subjective performance factors established earlier in the year by Mr. Frissora in consultation with each named executive officer. At the end of 2009, based on the CEO's subjective evaluation of each of our named executive officers' individual performance, he recommended to the Compensation Committee for its approval an Individual Performance Modifier for each of our named executive officers. Our named executive officers' Target Award (as modified by the Corporate Performance Modifier and the Business Unit Performance Modifier discussed above) was then multiplied by his or her Individual Performance Modifier, which could have ranged from 0% to 150%. Our Board provided the Compensation Committee with a subjective evaluation of our CEO's performance after reviewing Mr. Frissora's self-assessment and the Compensation Committee approved his Individual Performance Modifier. Mr. Frissora's Target Award (as modified by the Corporate Performance Modifier and the Business Unit Performance Modifier discussed above) was then multiplied by his Individual Performance Modifier, which could have ranged from 0% to 150%.

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        Below is how each named executive officer's 2009 EICP award was calculated. Other than as discussed above, the Compensation Committee did not use its discretion to modify any EICP awards paid to our named executive officers.

Named Executive Officer
  Target
Award
   
  Corporate
Performance
Modifier
   
  Business Unit
Performance
Modifier
   
  Individual
Performance
Modifier
   
  Payout  

Mr. Frissora

  $ 1,397,500         105%         105%         142.8% (1)     $ 2,200,00  

Ms. Douglas

  $ 382,500         105%         105%         110%       $ 463,877  

Mr. Taride(2)

  $ 357,332   ×     105%   ×     100%   ×     110%   =   $ 412,719  

Mr. Plescia

  $ 367,500         105%         100%         103%       $ 397,451  

Mr. Zimmerman

  $ 260,000         105%         105%         110%       $ 315,315  

Mr. Nothwang

  $ 480,000         105%         110%         110%       $ 609,840  

(1)
Mr. Frissora's individual performance modifier was higher than the other named executive officers because the Board determined, and the Compensation Committee agreed, that his performance in guiding the Corporation during a period of historic adverse macro-economic conditions was exemplary and, despite adverse market conditions, he was still able to exceed all of his individual performance goals.

(2)
For Mr. Taride, these amounts have been converted to U.S. dollars from pounds sterling at the 12-month average rate of 1.559041.

        For 2010, the Compensation Committee engaged its compensation consultant to analyze potential alternative methods of administering the EICP for 2010. Semler Brossy presented its findings to the Compensation Committee. Based on Semler Brossy's recommendations, the Compensation Committee determined that performance targets for 2010 should continue to emphasize financial results to ensure strong alignment of management's interests with stockholders' interests. In addition, the Compensation Committee believes that as the economy returns to a more normal environment, revenue is again an appropriate indicator of performance and that annual improvement in Economic Value Added, or "EVA®", should also be used as a performance metric. EVA® is defined as net operating profit after taxes minus the annual cost of capital and is a registered trademark of Stern Stewart & Co. Throughout 2009, the Compensation Committee assessed the feasibility of utilizing EVA® in its compensation program and determined that EVA® should be utilized in our 2010 EICP because it is a performance metric that is highly correlated with strong stockholder returns. The Compensation Committee, with the input of management, Semler Brossy and Stern Stewart & Co., a consultant engaged by management, adopted expected improvement in EVA® as an EICP performance metric after almost a year of evaluating its possible use. The Compensation Committee determined that EVA® represents the value created after all costs, including cost of capital, are met, and its improvement should be encouraged. As a result, the Compensation Committee determined it would continue to utilize API as a metric when calculating the Corporate Performance Modifier, and would use revenue and annual improvement in EVA®, rather than total net cash flows, when determining the Corporate Performance Modifier. 2010 performance will be based 50% on API, 20% on revenue and 30% on EVA®.

        The Compensation Committee determined that given the continued volatility in the economy, annual performance targets based upon API and revenue are difficult to establish accurately, and consequently would not appropriately incentivize management. Accordingly, the Compensation Committee determined to set bi-annual, as opposed to annual, API and revenue goals. In addition, given the seasonality of our business, the Compensation Committee determined that the first half of the year will be weighted at 40% and the second half of the year will be weighted at 60%. As in past years, the Compensation Committee has the discretion to modify, for unforeseen events, our actual API, revenue and EVA® in determining whether such targets are actually met. Similar to the 2009 EICP, the 2010

53



awards will be adjusted to take into account business unit and individual performance. Specifically, an individual's Target Award will be first multiplied by the Corporate Performance Modifier, second the Business Unit Performance Modifier (75% to 125%) and third the Individual Performance Modifier (0% to 150%).

        The business unit performance goals focus on growth, cost and cash management and customer and employee satisfaction (for the business unit leaders of the Hertz Rent-A-Car International and Hertz Equipment Rental business units) and airport market share growth (for the business unit leaders of Hertz Rent-A-Car Americas). Executives in our corporate centers, such as finance, will receive an adjustment to their EICP award bonus based upon a weighted average of the modifiers for the three business units (Hertz Rent-A-Car Americas—50%, Hertz Rent-A-Car International—25% and Hertz Equipment Rental—25%).

        Subject to stockholder approval of the Hertz Global Holdings, Inc. Senior Executive Bonus Plan (the "Bonus Plan"), the 2010 annual incentive award for the Corporation's executive officers will be determined under the Bonus Plan. It is currently anticipated that the Compensation Committee will use its negative discretion to determine the final awards under the Bonus Plan using the EICP criteria described above. However, under no circumstances will awards under the Bonus Plan to eligible participants exceed the maximum amount determined pursuant to the formula contained in the Bonus Plan and more specifically described under "Proposal 3: Approval of the Hertz Global Holdings, Inc. Senior Executive Bonus Plan—Other Material Features of the Bonus Plan—Performance Goals in the Bonus Plan".

Long-Term Equity Incentives

        Long-term incentive compensation comprises a significant part of our total compensation for senior executives and in 2009 was awarded under our 2008 Omnibus Plan. Under the 2008 Omnibus Plan, the Compensation Committee has the flexibility to make equity awards, including time- and performance-based awards of stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock units and deferred stock units. The plan also permits us to settle awards in shares or cash. 17,700,000 shares of our common stock are authorized for issuance under the plan (4,954,454 of which are available for awards under the plan as of March 26, 2010). As we discuss in more detail in Proposal Number 2 above, we are seeking stockholder approval to, among other things, amend and restate the plan to increase the number of shares authorized for issuance under the plan.

2009 Long-Term Equity Awards

        In February 2009, we awarded performance stock units under our 2008 Omnibus Plan to our named executive officers (other than Mr. Nothwang, who retired during 2009) as part of their yearly long-term incentive award. Performance stock units represent the right to receive a share of our common stock if certain performance goals are achieved and time periods have passed. The Compensation Committee determined that performance stock units were the appropriate vehicle for long-term incentives for 2009 because of: (1) the uncertainty in the marketplace, since they continue to align executives' and stockholders' interests during periods of market volatility, especially if stock price declines as a result of factors unrelated to our performance, (2) the temporary reduction in base salaries described above, and (3) the limits on share availability pursuant to our 2008 Omnibus Plan. The Compensation Committee also concluded that performance stock units help retain management through the vesting period. In general, vesting of performance stock units requires continued employment. The performance goal established by the Compensation Committee for the performance stock units granted in 2009 was the satisfaction in 2009 of the consolidated leverage ratio covenants in the credit agreements governing Hertz's senior credit facilities. Because the one-year performance goal was satisfied, 25% of the awards granted in 2009 vested on the first anniversary of the grant date, since each named executive officer was an employee on the first anniversary of the grant date. An additional 25% of each award will vest on the

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second anniversary of the grant date and the remaining 50% of each award will vest on the third anniversary of the grant date, if the named executive officer is still an employee on each of these dates. If the leverage ratio covenants had not been satisfied in 2009, then all of the performance stock units would have been forfeited.

        The performance goal was selected because we continue to believe that in this economic environment adherence to our leverage ratio covenants in our senior credit facility is essential to the financial success of the Corporation and that management should be provided with a direct incentive to reach this goal. The long-term equity incentives were awarded in order to provide total compensation to our named executive officers that is between the 50th and 75th percentiles of that paid for comparable positions at companies represented in the Survey Group, with some consideration to the compensation paid to executives in the Smaller Group. As discussed above, the Compensation Committee relied more heavily on the Survey Group because considerable changes in the incumbents among the Smaller Group disproportionately affected executive compensation data for that group. Due to an administrative error in calculating the amount of stock options granted to each named executive officer in 2008, the Compensation Committee increased the amount of performance stock units granted in 2009 to each named executive officer who had received fewer options than the targeted dollar value for such option grant set by the Compensation Committee to make up for the shortfall. A summary of the performance stock units that our named executive officers received in 2009 can be found in the "Grants of Plan Based Awards" Table.

2010 Long-Term Equity Awards

        For fiscal 2010, the Compensation Committee reassessed its approach to long-term equity awards in light of the improved macro-economic outlook, and determined that 2010 long-term awards would be comprised of 50% stock options and 50% performance stock units as recommended by Semler Brossy. In March 2010 we awarded options and performance stock units to our named executive officers. The Committee chose a balance of stock options and performance stock units to enhance stockholder alignment and to increase executives' accountability for long-term company results that they more directly control and which should help drive future share price, but may or may not be reflected in the Corporation's current stock price.

Retirement Benefits

        We maintain retirement and savings plans for our named executive officers and other senior executives and key employees, as well as for our employees generally. Two of these plans are tax-qualified and are broadly available to our employees. In addition, we maintain three non-qualified, unfunded pension plans for certain of our U.S.-based executives, including our named executive officers. These three plans are the Hertz Corporation Supplemental Retirement and Savings Plan, or "SERP," the Hertz Corporation Benefit Equalization Plan, or "BEP," and the Hertz Corporation Supplemental Executive Retirement Plan, or "SERP II." We believe these plans promote retention of our key executives and other participants by providing a reasonable level of retirement income reflecting their careers with us. We believe such plans are customary in the industries in which we operate, although we did not in 2009 conduct a formal review of the comparability of the terms of these plans with our Survey Group. We generally have not considered these benefits when setting base salary and annual bonus amounts. The material terms of these plans are summarized at "—Pension Benefits."

        We also maintain a post-retirement assigned car benefit plan under which we provide certain executives who, at the time of retirement, meet minimum age at retirement and service requirements, with a car from our fleet and insurance on the car for the participant's benefit. The assigned car benefit is available for 15 years post-retirement or until the participant reaches the age of 80, whichever is longer. As of December 31, 2009, Mr. Nothwang had satisfied the minimum age and service requirements of this plan and, effective as of his retirement on December 12, 2009, became entitled to its benefits; Messrs. Taride and Plescia had satisfied the minimum service, but not the minimum age, requirement; and Messrs. Frissora and Zimmerman and Ms. Douglas had satisfied neither the minimum service nor minimum age requirement.

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Perquisite Policy

        We provide perquisites and other personal benefits to our named executive officers that we and our Compensation Committee believe are reasonable and consistent with our overall compensation program to better enable us to attract and retain superior employees for key positions. The named executive officers are provided use of company- or third party manufacturer-provided cars, financial planning and tax preparation assistance, annual physicals and, in the case of Mr. Frissora, a country club membership. We also maintain a relocation policy that provides for the payment of relocation expenses in certain instances. In addition, our CEO, for security purposes, uses corporate aircraft for personal and business related air travel and is provided with the services of a driver trained in evasive driving techniques employed by us. We also provide Mr. Taride with housing under an arrangement described below. Attributed costs of these personal benefits for the named executive officers for the fiscal year ended December 31, 2009 are included in the "All other compensation" column of the Summary Compensation Table. We did not conduct a formal review of our perquisite policies in 2009, and we generally have not considered these perquisites when setting base salary and annual bonus amounts.

        We own an aircraft for the purpose of encouraging and facilitating business travel by our senior executives and directors, primarily our CEO, generally for travel in the United States and, less frequently, internationally. In September 2007, our Compensation Committee determined that we could achieve greater efficiencies if we obtained a second aircraft and that these benefits outweighed the cost. Accordingly, we entered into a lease for a second aircraft in 2008. The pilots who fly our aircraft are our salaried employees. Under our aircraft policy, our CEO uses our aircraft for travel. We believe that this policy provides several business benefits to us. Our policy is intended to facilitate our CEO's access to our locations around the world and maximize his time available for company business. In addition, our policy is intended to ensure the personal safety of our CEO, who maintains a significant public role as the leader of our Corporation. The methodology that we use to value personal use of our aircraft as a perquisite, as reported in the Summary Compensation Table, calculates the incremental cost to us of providing the benefits based on the actual cost of fuel, crew expenses, on-board catering and other, small variable costs. Because our aircraft is used primarily for business travel, this valuation methodology excludes fixed costs which do not change based on usage, such as pilots' salaries, the purchase cost of the aircraft and fixed maintenance costs.

        In August 2006, Hertz Europe Limited, an indirect wholly owned subsidiary of Hertz that employs Mr. Taride, entered into an agreement with Mr. Taride regarding the provision of living accommodations for Mr. Taride and his family. Pursuant to this agreement, Hertz Europe Limited purchased a property in London for a purchase price of £2.3 million, made an estimated £100,000 in improvements to it and paid all fees associated with the purchase. The agreement provides that the property will be made available to Mr. Taride and his family rent-free for an initial period through June 2011, which term may be extended by agreement of Mr. Taride and the CEO of Hertz. The agreement also provides that Hertz Europe Limited will reimburse Mr. Taride for any tax liability which arises because he has the benefit of the property through June 2011 or, if sooner, the date at which Mr. Taride purchases the property. The agreement grants to Mr. Taride an option to purchase the property at any time through June 2011. In the event that Mr. Taride exercises the option to purchase the property, any increase in the value of the property (defined as the difference between the purchase price paid by Hertz Europe Limited and the appraised fair market value at the time of the sale) will be allocated between Hertz Europe Limited and Mr. Taride, with one-third of the increase falling to Mr. Taride and two-thirds to Hertz Europe Limited. In the event that Mr. Taride's employment is terminated by himself or by Hertz Europe, the agreement provides that he will vacate the property within one month. We believe this arrangement is appropriate in light of the circumstances of Mr. Taride's transfer from France to the United Kingdom in 2000, the living arrangements made for him and the conditions of the residential property market in London at that time.

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Employment and Severance Arrangements

        In February 2008, we entered into change in control arrangements covering all of our named executive officers who were then employed by us, other than Mr. Frissora, whose employment agreement provides severance (described in "—Employment and Change in Control Agreements—Mr. Frissora"), and we adopted a severance plan. In connection with our entry into these arrangements, the Compensation Committee received advice from its compensation consultant at that time, Frederic W. Cook & Co., Inc., as to market practice for these arrangements among what we then determined to be a peer group of companies. In adopting these arrangements, it was our intention to provide our named executive officers with severance arrangements that they would view as appropriate in light of their existing arrangements, while at the same time not exceeding, to the maximum extent practicable, the terms of arrangements provided by our peer companies.

        These arrangements consist of (1) individual Change in Control Agreements with Messrs. Nothwang, Taride, Plescia and Zimmerman and Ms. Douglas, and (2) a severance plan, the Severance Plan for Senior Executives. Prior to entering into these arrangements, Messrs. Nothwang, Plescia and Taride had been a party to change in control agreements with Hertz and Ford. The purpose of the individual Change in Control Agreements is to provide payments and benefits to the covered executives in the event of certain qualifying terminations of their employment following a change in control of us, and the purpose of the severance plan is to provide payments and benefits to the covered executives in the event of certain other qualifying terminations of their employment. The terms of the Change in Control Agreements and Severance Plan for Senior Executives are described in "—Employment and Change in Control Agreements."

        The Change in Control Agreements are "double trigger" agreements, meaning that any payments and benefits are paid only if (i) there is a change in control and (ii) the covered executive is terminated by us without cause or by the covered executive with good reasons (as these terms are defined in the agreement), in either case within two years following the change in control. We believe this double trigger approach is appropriate because it enhances retention following a change in control and a change in control may require the continued services of an executive officer without a change in that officer's position, role or compensation opportunities.

Employment Agreement with Mark P. Frissora

        We entered into an employment agreement with Mark P. Frissora, our President and CEO, in July 2006, which agreement was amended and restated in December 2008. The material terms of this agreement relating to employment are described at "—Employment Agreement with Mr. Frissora," and the material terms of this agreement relating to severance are described at "—Employment and Change in Control Agreements." In 2009, we compensated Mr. Frissora as provided in his employment agreement. In addition, as described above, we granted performance stock units to Mr. Frissora in 2009.

Letter Agreement with Joseph R. Nothwang

        In December 2008, following conversations with Mr. Nothwang regarding his anticipated retirement and the Corporation's desire to continue to benefit from his experience with the Corporation, we entered into a letter agreement with Mr. Nothwang regarding his continued employment and anticipated retirement, which occurred effective as of December 12, 2009. Under the letter agreement, Mr. Nothwang agreed to remain with us through December 12, 2009. The Corporation had previously agreed with Mr. Nothwang that, if he resigned from the Corporation on or before June 21, 2009 because he determined that certain of his job responsibilities had been adversely affected by certain management changes, he would be entitled to receive the severance pay and benefits under his Change in Control Agreement (for a description of the Change in Control Agreement, see "—Employment and Change in Control Agreements"). In consideration of Mr. Nothwang's decision to remain with the

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Corporation through December 12, 2009, we agreed to accelerate the cash severance payment under his Change in Control Agreement and pay him $3,837,708, which represented the cash severance pay to which Mr. Nothwang would have been entitled under his Change in Control Agreement if Mr. Nothwang's employment had terminated on December 31, 2008. We also agreed to pay his accrued benefits under the SERP and SERP II in two installments, one in December 2008 and another in January 2009. In addition, the letter agreement provides that Mr. Nothwang's stock options that would have vested in 2010 had he remained employed through the vesting date, vested as of December 12, 2009, and all vested stock options that Mr. Nothwang held as of December 12, 2009, the date of his retirement, will remain exercisable for one year. The material terms of the letter agreement with Mr. Nothwang are described at "—Employment and Change in Control Agreements." In light of these payments, Mr. Nothwang ceased accruing benefits under our supplemental retirement plans as of December 31, 2008.

Policy On Recovering Bonuses In The Event of a Restatement

        Effective as of January 1, 2010, our Board of Directors approved an amended and restated Standards of Business Conduct applicable to our employees, including our named executive officers, on a prospective basis, in order to include a "claw back" policy for all executive officer annual incentive, long-term incentive, equity-based awards and other performance-based compensation arrangements. Specifically, a repayment obligation is triggered by an award of compensation based on achievement of financial results that were the subject of a restatement, if the Compensation Committee determines that the executive officer's gross negligence, fraud or misconduct caused or contributed to the need for the restatement and the need for a restatement is identified within three years after the first public issuance or filing of financial statements. The Compensation Committee retains discretion as to implementation and interpretation of all matters relating to the "claw back". In addition, Section 304 of the Sarbanes-Oxley Act of 2002 provides for the forfeiture of certain bonuses and profits by our CEO and CFO in connection with certain accounting restatements.

        In addition, we have included provisions in the 2008 Omnibus Plan that will provide us with the discretion to cause the forfeiture of equity compensation and the recovery of gains from equity compensation awarded under that plan with respect to individuals who engage in misconduct or gross negligence that results in a restatement of our financial statements. The Amended Plan and Bonus Plan that are currently being proposed for stockholder approval contain substantially similar provisions. In addition, the proposed Amended Plan and Bonus Plan provide that awards granted under the plans are subject to the "claw back" provisions in our Standards of Business Conduct that are described above.

Policies On Timing of Equity Awards

        It is our policy not to grant options to purchase shares of our common stock, performance stock units, restricted stock units or other stock-based awards, other than pursuant to legally binding, pre-existing commitments or pursuant to pre-established policies, such as our written Director Compensation Policy which provides that our directors will receive equity grants at specific times throughout the year. In addition, it is our policy not to grant equity awards during regularly scheduled periods in which we have prohibited trading in our common stock by our executives pursuant to our stock trading policy (such as in the period leading up to a quarterly earnings release). It is our policy not to grant equity awards with effect from, or with an exercise price based on market conditions as they existed on, any date prior to the date on which the party in which granting authority is vested (typically our Compensation Committee or our CEO) takes formal action to grant them. It is our policy to promptly document any equity awards that we make; we would normally regard documenting to be prompt if we were to communicate the terms of the awards to their recipients, and to obtain signed award agreements governing the grants back from them, within one month of the date formal action is taken to issue them.

58


Tax and Accounting Considerations

        Section 162(m) of the Code operates to disallow public companies from taking a federal tax deduction for compensation in excess of $1 million paid to certain of its named executive officers, excluding performance-based compensation that meets requirements mandated by the statute. As part of its role, our Compensation Committee reviews and considers the deductibility of executive compensation under Section 162(m) of the Code. Our stockholders previously approved our 2008 Omnibus Plan so that awards granted under the plan may qualify as performance-based, and are being asked to approve an amendment and restatement of the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan so that awards granted under the plan continue to qualify as performance based compensation. In addition, as stockholder approval is one of the requirements for performance based compensation under Section 162(m) of the Code, we are asking our stockholders to approve the Bonus Plan so that future Bonus Plan awards to certain executive officers qualify for Section 162(m) deductibility. When appropriate, our Compensation Committee intends to preserve deductibility under Section 162(m) of the Code of compensation paid to our named executive officers. However, in certain situations, most recently with respect to our 2009 annual incentive program, our Compensation Committee has approved and, in the future, may approve compensation that will not meet these requirements in order to ensure the total compensation for our executive officers is consistent with the policies described above. Accordingly, our Compensation Committee approved payment to our CEO above $1 million in 2010, approved bonuses under the EICP with respect to 2009 service, some portion of which may not qualify as performance-based compensation, based on the determination that the benefit of providing compensation to our senior executives at a level that we believe necessary to retain talented individuals outweighs the cost of any lost deductibility.


COMPENSATION COMMITTEE REPORT

        The Compensation Committee has reviewed and discussed the Compensation Disclosure and Analysis included in this proxy statement with members of management. Based on that review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the proxy statement.

 
THE COMPENSATION COMMITTEE

 

David H. Wasserman, Chairman
Brian A. Bernasek
Robert F. End

59


2009 Summary Compensation Table

        The following table, or the "Summary Compensation Table," summarizes the compensation earned in 2009 by our named executive officers.

   
Name and Principal
Position

  Year
  Salary
  Bonus
  Stock
Awards(1)

  Option
Awards(1)

  Non-equity
incentive
plan
compensa-
tion(2)

  Change in
pension
value and
non-qualified
deferred
compensa-
tion
earnings(3)

  All other
compensa-
tion(4)

  Total
 
   
 
   
  ($)
  ($)
  ($)
  ($)
  ($)
  ($)
  ($)
  ($)
 
   

Mark P. Frissora

    2009     975,769         5,586,936         2,200,000     198,200     256,985     9,217,890  
 

Chief Executive Officer

    2008     1,094,712     600,925     1,010,500     4,024,007         533,700     353,285     7,617,129  

    2007     986,539     2,250,000 (5)       4,864,000     1,584,000     378,100     341,159     10,403,798  
   

Elyse Douglas

    2009     474,692         964,833         463,877     103,900     10,744     2,018,046  
 

Chief Financial Officer

    2008     512,308     164,475     201,600     906,716         246,500     21,916     2,053,515  

    2007     396,443     248,900         502,500         4,000     2,609     1,154,452  
   

Michel Taride(6)

    2009     443,367         786,128         412,719     534,500     310,598     2,487,312  
 

President, Hertz Europe

    2008     568,342     286,278     126,000     544,028         198,672     281,443     2,004,763  
 

Limited

    2007     583,357     917,570                 236,772     139,571     1,877,270  
   

Gerald Plescia

    2009     454,193         774,619         397,451     362,200     22,702     2,011,165  
 

President, Hertz Equipment

    2008     503,077     261,225     100,800     408,021         623,300     27,516     1,923,939  
 

Rental Corporation

    2007     461,346     648,220                 295,100     17,089     1,421,755  
   

Jeffrey Zimmerman(7)

    2009     372,308         653,450         315,315     123,000     10,487     1,474,560  
 

General Counsel, Secretary

                                                       
   

Joseph R. Nothwang

    2009     571,077                 609,840     78,200     9,197,414     10,456,531  
 

President, Vehicle Rental and

    2008     661,731     880,000     126,000     725,374         3,315,600 (8)   23,180     5,731,885  
 

Leasing, The Americas

    2007     605,385     1,138,789                 312,400     19,686     2,076,260  
 

and Pacific

                                                       
   
(1)
On December 16, 2009, the SEC adopted a final rule that requires reporting of all stock and option awards granted during the fiscal year at the full grant date fair value. The value for each of the years in this Summary Compensation Table reflects the full grant date fair value, and with respect to the performance stock units; assumes that all performance conditions will be achieved. These amounts were computed pursuant to FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in the note entitled "Stock-Based Compensation" in the notes to the Corporation's consolidated financial statements in our Form 10-K, as amended, for the fiscal year ended December 31, 2009. In the prior years' Summary Compensation Table, based on then prevailing rules, the value of these awards represented the compensation expense recognized for financial accounting purposes, as opposed to their grant date fair value.

(2)
2009 amounts reflect EICP awards earned in 2009 for the 2009 performance year that were paid in February 2010. See "Compensation Discussion and Analysis—Annual Incentives—EICP in General" above, for a detailed description of EICP awards.

(3)
Amounts include annual changes in the actuarial present value of accumulated pension benefits. The present value was determined using the same assumptions applicable for valuing pension benefits for purposes of our financial statements. See the note entitled "Employee Retirement Benefits" in the notes to the Corporation's consolidated financial statements in our Form 10-K, as amended, for the fiscal year ended December 31, 2009. No named executive officer received preferential or above-market earnings on deferred compensation.

(4)
Includes the following for 2009:

   
 
  Personal
Use of
Aircraft

  Personal
Use of
Car and
Driver

  Financial
Planning
Assis-
tance

  Club
Member-
ships—
Personal
Use

  Executive
Physicals

  Housing
  Other
  Perquisites
Subtotal

  Life
Insurance
Premiums

  Company
Match on
401(k)
Plan

  Severance
and Other

  Tax
Gross-
Ups

  Total
Perqui-
sites and
Other
Compen-
sation

 
   
 
  (a)
  (b)
   
   
   
   
   
   
   
   
   
   
   
 
   
Frissora     198,273     28,894         17,146     2,852         1,987 (c)   249,152     1,631     6,202             256,985  
   
Douglas         8,788                         8,788     779     1,177             10,744  
   
Taride(d)         16,565     15,241             159,164 (e)       190,970     2,393         13,035 (f)   104,200 (d)   310,598  
   
Plescia         11,042     7,000         2,750             20,792     779     1,131             22,702  
   
Zimmerman           8,188     1,650                     9,838     649                 10,487  
   
Nothwang         14,688         5,138     2,750             22,576     2,924     3,692     9,168,222 (g)       9,197,414  
   

60


(5)
Includes a $2,000,000 payment as signing bonus and payment to compensate Mr. Frissora for certain compensation he would otherwise have been entitled to receive from his prior employer and a special discretionary bonus of $250,000.

(6)
Amounts for Mr. Taride have been translated from pounds sterling to U.S. dollars at the 12-month average rate of 1.559041 for 2009, 1.8576 for 2008 and 2.005698 for 2007.

(7)
Data not reported for 2007 and 2008 as Mr. Zimmerman became a named executive officer in 2009.

(8)
Mr. Nothwang's change in pension value includes the value of his termination enhancement equal to $1,621,700 reflecting an additional 2.5 years of service and pay. See "Compensation Discussion & Analysis—Letter Agreement with Joseph R. Nothwang."

Employment Agreement with Mr. Frissora

        We entered into an employment agreement with Mr. Frissora in connection with his becoming our CEO, and a director of the Corporation and of Hertz, in July 2006, which agreement was amended and restated in December 2008. The agreement with Mr. Frissora provides for an annual base salary of not less than $950,000 and an annual bonus opportunity of 100% of such base salary. In order to compensate Mr. Frissora for certain forfeitures in connection with his termination of employment with Tenneco Inc., the agreement provided for a cash payment to Mr. Frissora of $4,000,000, payable in two equal installments. 50% was paid on December 31, 2006 and 50% on December 31, 2007. In addition, Mr. Frissora is entitled to receive the benefits and perquisites we provide to our senior executives.

Letter Agreement with Joseph R. Nothwang

        As described at "Executive Compensation—Compensation Discussion and Analysis—Letter Agreement with Joseph R. Nothwang," in December 2008, we entered into a letter agreement with Mr. Nothwang under which Mr. Nothwang agreed to remain with the Corporation through December 12, 2009 (the "Retirement Date"), at which time Mr. Nothwang retired. In consideration of Mr. Nothwang's agreement to remain with the Corporation through the Retirement Date, the Corporation agreed to accelerate the payment of Mr. Nothwang's current benefit entitlements under the Corporation's supplemental executive retirement programs. Accordingly, Mr. Nothwang received a payment of $3,921,858 in December 2008 under the SERP (including an enhancement for an additional 2.5 years of service as provided under his Change in Control Agreement) and an aggregate payment of $5,283,745 in January 2009, which amount represents Mr. Nothwang's accrued benefits under the SERP and the SERP II. Since Mr. Nothwang remained with the Corporation through the Retirement Date, options to purchase common stock of the Corporation held by Mr. Nothwang that are scheduled to vest in 2010 vested as of the Retirement Date, and Mr. Nothwang will be provided with a one year post-retirement exercise period with respect to all vested options held by him on the Retirement Date.

        The Corporation previously agreed with Mr. Nothwang that, if he resigned from the Corporation on or before June 21, 2009 because he determined that certain of his job responsibilities had been adversely affected by certain operational changes, he would be entitled to receive the severance pay and benefits under his Change in Control Agreement (See "Employment and Change in Control Agreements—Other Named Executive Officers—Change in Control Agreements"). As a result of the letter agreement in December 2008, the Corporation agreed to pay the cash severance under the Change in Control Agreement. This payment of $3,837,708 was made in January 2009.

2009 Grants of Plan-Based Awards

        The following table sets forth, for each named executive officer, possible payouts under all non-equity incentive plan awards granted in 2009; all grants of performance stock units in 2009; all

61



grants of plan-based option awards in 2009; the exercise or base price of all such option awards; the grant date fair value of all such option awards; and the incremental fair value of all such awards.

 
   
   
   
   
   
   
   
   
  All
other
stock
awards:
Number of
shares of
stock or
units (#)
  All
other
option
awards:
Number of
securities
underlying
options (#)
   
   
 
 
   
   
  Estimated future payouts
under non-equity incentive plan
awards(1)
  Estimated future payouts under
equity incentive plan awards(2)
  Exercise
or
base
price of
option
awards
($/Sh)
  Grant Date
Fair Value
of Stock
and Option
Awards(3)
($)
 
Name
  Grant date   Compensation
Committee
Action date
  Threshold
($)
  Target
($)
  Maximum
($)
  Threshold
(#)
  Target
(#)
  Maximum
(#)
 

Mark P. Frissora

            1,397,500                                  

  February 26, 2009   February 25, 2009                     1,724,363     1,724,363                 5,586,936  

Elyse Douglas

            382,500                                  

  February 26, 2009   February 25, 2009                     297,788     297,788                 964,833  

Michel Taride

            357,332                                  

  February 26, 2009   February 25, 2009                     242,632     242,632                 786,128  

Gerald Plescia

            367,500                                  

  February 26, 2009   February 25, 2009                     239,080     239,080                 774,619  

Jeffrey Zimmerman

            260,000                                  

  February 26, 2009   February 25, 2009                     201,682     201,682                 653,450  

Joseph R. Nothwang

            480,000                                    

(1)
The amounts in these columns include the target amounts for each named executive officer under the EICP. There is no maximum payout under the EICP. The EICP payments are based on API and total net cash flow goals for the Corporation and the column reflects payout at the target of 100% of the target award. Actual amounts were determined and paid in early 2010 and are included in the Summary Compensation Table above. We discuss the EICP under the heading "Compensation Discussion and Analysis—Annual Incentives".

(2)
Performance stock units were granted to each named executive officer under our 2008 Omnibus Plan, with the exception of Mr. Nothwang, who retired on December 12, 2009. 25% of each award of performance stock units will vest on the first anniversary of the grant date if the consolidated leverage ratio covenants in the credit agreements governing Hertz's senior credit facilities are satisfied and the executive is still an employee on the first anniversary of the grant date. If the performance measures described above are satisfied, then 25% of each award will vest on the second anniversary of the grant date and the remaining 50% of each award will vest on the third anniversary of the grant date if the named executive officer is still an employee on each of those anniversaries. If the performance measures are not satisfied, then all of the performance stock units will be forfeited. The 2008 Omnibus Plan is more fully described at "Compensation Discussion & Analysis—Long-Term Equity Incentives."

(3)
Represents the aggregate grant date fair value, computed pursuant to FASB ASC Topic 718, with respect to the performance stock units granted pursuant to the 2008 Omnibus Plan. Amounts in this column assume payment of all performance stock units. Please see the note entitled "Stock-Based Compensation" in the notes to our audited financial statements included in our 2009 Annual Report on Form 10-K, as amended, for a discussion of the assumptions underlying these calculations.

Annual Incentive Plans

        Our named executive officers participate in our EICP, which provides awards based on the achievement of corporate performance objectives. Awards under the EICP are paid in cash. The EICP is more fully described at "Compensation Discussion & Analysis—Annual Incentives."

2008 Omnibus Plan

        Performance stock units were granted to each named executive officer under our 2008 Omnibus Plan, with the exception of Mr. Nothwang, who retired on December 12, 2009. 25% of each award of performance stock units will vest on the first anniversary of the grant date if the consolidated leverage ratio covenants in the credit agreements governing Hertz's senior credit facilities are satisfied and the executive is still an employee on the first anniversary of the grant date. If the performance measures described above are satisfied, then 25% of each award will vest on the second anniversary of the grant date and the remaining 50% of each award will vest on the third anniversary of the grant date if the named executive officer is still an employee on each of those anniversaries. If the performance measures are not satisfied, then all of the performance stock units will be forfeited. The 2008 Omnibus Plan is more fully described at "Compensation Discussion & Analysis—Long-Term Equity Incentives."

62


2009 Outstanding Equity Awards at Year-End

        The following table sets forth, for each named executive officer, details of all option and performance stock units outstanding on December 31, 2009.

 
  Option awards   Stock awards  
Name
  Number of
securities
underlying
unexercised
options
Exercisable
  Number of
securities
underlying
unexercised
options
Unexercisable
  Equity
incentive
plan
awards:
number of
securities
underlying
unexercised
unearned
options
  Option
exercise
price
  Option
expiration
date
  Number of
shares or
units of
stock that
have not
vested
  Market value
of shares or
units of
stock that
have not
vested
  Equity
incentive
plan awards:
number of
unearned
shares, units
or other
rights that
have not
vested
  Equity
incentive
plan awards:
market or
payout value
of unearned
shares,
units
or other
rights that
have not
vested
 
 
  (#)
  (#)
  (#)
  ($)
   
  (#)
  ($)
  (#)
  ($)
 

Mark P. Frissora

    480,000     320,000(1)         6.56   August 15, 2016                  

    240,000     160,000(1)         9.56   August 15, 2016                  

    240,000     160,000(1)         14.56   August 15, 2016                  

    200,000     200,000(2)         23.06   August 14, 2017                  

    206,996     620,989(3)         12.97   February 28, 2018                  

                      107,500(4)     1,281,400          

                              1,724,363(5)     20,554,407  

Elyse Douglas

    66,000     44,000(6)         6.56   August 15, 2016                  

    25,000     25,000(7)         21.22   November 2, 2017                  

    46,641     139,926(3)         12.97   February 28, 2018                  

                      20,000(4)     238,400          

                              297,788(5)     3,549,633  

Michel Taride

    60,000     40,000(8)         4.56   May 5, 2016                  

    180,000     120,000(9)         4.56   May 18, 2016                  

    120,000     80,000(3)         9.56   May 18, 2016                  

    120,000     80,000(9)         14.56   May 18, 2016                  

    27,985     83,955(3)           12.97   February 28, 2018                  

                      12,500(4)     149,000          

                              242,632(5)     2,892,173  

Gerald Plescia

    48,000     32,000(8)         4.56   May 5, 2016                  

    180,000     120,000(9)         4.56   May 18, 2016                  

    120,000     80,000(9)         9.56   May 18, 2016                  

    120,000     80,000(9)         14.56   May 18, 2016                  

    20,988     62,967(3)           12.97   February 28, 2018                  

                      10,000(4)     119,200          

                              239,080(5)     2,849,834  

Jeffrey Zimmerman

    15,000     45,000(10)           12.74   February 25. 2018                          

    37,313     111,941(3)           12.97   February 28. 2018                          

                      20,000(4)     238,400          

                              201,682(5)     2,404,049  

Joseph R. Nothwang(11)

    160,000             4.56   December 12, 2010                  

    240,000             4.56   December 12, 2010                  

    160,000             9.56   December 12, 2010                  

    160,000             14.56   December 12, 2010                  

    74,627             12.97   December 12, 2010                  

(1)
The unvested options vest in two equal installments on July 19, 2010 and July 19, 2011.

(2)
The unvested options vest in two equal installments on August 14, 2010 and August 14, 2011.

(3)
The unvested options vest in three equal installments on February 28, 2010, February 28, 2011, and February 28, 2012.

(4)
Mr. Frissora was granted performance stock units on November 14, 2008; the other executives were granted their performance stock units on November 13, 2008. The performance stock units vest in two equal installments. Each performance stock unit represents a contingent right to receive one share of our common stock. The first installment vested on November 13, 2009 (or in the case of Mr. Frissora, November 14, 2009) because (a) each recipient was employed on November 13, 2009 (or in the case of Mr. Frissora, November 14, 2009) and (b) we satisfied the consolidated leverage ratio covenants in the credit agreements governing Hertz's senior credit facilities during the period commencing on the date of grant and ending on November 13, 2009 (or in the case of Mr. Frissora, November 14, 2009). The amount included in the column "Number of shares or units of stock that have not vested" represents the second installment, which will vest on the second anniversary of the date of grant contingent only upon the recipient's continued employment.

63


(5)
These performance stock units were granted on February 26, 2009. Each performance stock unit represents a contingent right to receive one share of our common stock. The performance stock units vest in three installments. The first 25% will vest on the first anniversary of the date of grant, contingent upon (a) the recipient's continued employment and (b) satisfaction of the consolidated leverage ratio covenants in the credit agreements governing Hertz's senior credit facilities during the period commencing on the date of grant and ending on the first anniversary thereof. If the first installment vests, the second 25% will vest on the second anniversary of the date of grant contingent only upon the recipient's continued employment and the remaining 50% will vest on the third anniversary of the date of grant contingent only upon the recipient's continued employment.

(6)
The unvested options vest in two equal installments on August 15, 2010 and August 15, 2011.

(7)
The unvested options vest in two equal installments on November 2, 2010 and November 2, 2011.

(8)
The unvested options vest in two equal installments on May 5, 2010 and May 5, 2011.

(9)
The unvested options vest in two equal installments on May 18, 2010 and May 18, 2011.

(10)
The unvested options vest in three equal installments on February 25, 2010, February 25, 2011 and February 25, 2012.

(11)
Mr. Nothwang retired on December 12, 2009 and pursuant to our agreement with him all options that would have vested in 2010 were accelerated and became exercisable upon the date of his retirement. He has until December 12, 2010 to exercise all of his vested options.

2009 Option Exercises and Stock Vested

        The following table sets forth, for each named executive officer, details of any awarded stock options that were exercised and any stock awards that were vested in 2009.

 
  Option Awards   Stock Awards
Name
  Number of shares
acquired on exercise
(#)
  Value realized on
exercise
($)
  Number of shares
acquired on vesting
(#)
  Value realized on
vesting
($)(2)

Mark P. Frissora

    N/A   107,500(1)   $1,077,688(3)

Elyse Douglas

    N/A   20,000(2)   $196,800(4)

Michel Taride

    N/A   12,500(2)   $123,000(4)

Gerald Plescia

    N/A   10,000(2)   $98,400(4)

Jeffrey Zimmerman

    N/A   20,000(2)   $196,800(4)

Joseph R. Nothwang

    N/A   12,500(2)   $123,000(4)

(1)
Represents the number of shares of common stock received upon vesting of performance stock units that had previously been granted under our 2008 Omnibus Plan. Mr. Frissora's performance stock units vested on November 14, 2009.

(2)
Represents the number of shares of common stock received upon vesting of performance stock units that had previously been granted under our 2008 Omnibus Plan. The performance stock units vested on November 13, 2009.

(3)
Value realized upon vesting based on $10.0250 per share (the average high and low market price of our common stock on the NYSE on November 16, 2009, the first trading day after the vesting date of November 14, 2009).

(4)
Value realized upon vesting based on $9.84 per share (the average high and low market price of our common stock on the NYSE on November 13, 2009).

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2009 Pension Plan Table

        The following table sets forth, for each named executive officer, the plans in which he or she participated in 2009, how many years of credited service in each such plan he or she had at December 31, 2009, what the present value of the accumulated benefit in each such plan was at December 31, 2009, and what payments from such plan were received during the year 2009:

Name
  Plan name   Number of
years credited
service
  Present
value of
accumulated
benefit(1)
  Payments
during last
fiscal year
 
 
   
  (#)
  ($)
  ($)
 

Mark P. Frissora

  The Hertz Corporation Account Balance Defined Benefit Pension Plan (Hertz Retirement Plan)     3     20,200        

 

The Hertz Corporation Benefit Equalization Plan (BEP)

   
3
   
112,400
       

 

The Hertz Corporation Supplemental Executive Retirement Plan (SERP II)

   
3
   
977,400
       

Elyse Douglas

 

The Hertz Corporation Account Balance Defined Benefit Pension Plan (Hertz Retirement Plan)

   
3
   
18,200
       

 

The Hertz Corporation Benefit Equalization Plan (BEP)

   
3
   
25,800
       

 

The Hertz Corporation Supplemental Executive Retirement Plan (SERP II)

   
3
   
310,400
       

Michel Taride(2)

 

Hertz UK Pension Plan

   
9
   
1,102,537
       

 

Hertz UK Supplemental Plan

   
9
   
1,520,168
       

Gerald Plescia(3)

 

The Hertz Corporation Account Balance Defined Benefit Pension Plan (Hertz Retirement Plan)

   
23
   
253,300
       

 

The Hertz Corporation Benefit Equalization Plan (BEP)

   
14
   
362,400
       

 

The Hertz Corporation Supplemental Executive Retirement Plan (SERP II)

   
23
   
2,377,800
     

65


Name
  Plan name   Number of
years credited
service
  Present
value of
accumulated
benefit(1)
  Payments
during last
fiscal year
 
 
   
  (#)
  ($)
  ($)
 

Jeffrey Zimmerman

 

The Hertz Corporation Account Balance Defined Benefit Pension Plan (Hertz Retirement Plan)

    2     6,500        

 

The Hertz Corporation Benefit Equalization Plan (BEP)

   
2
   
6,200
       

 

The Hertz Corporation Supplemental Executive Retirement Plan (SERP II)

   
2
   
110,300
       

Joseph R. Nothwang(4)

 

The Hertz Corporation Account Balance Defined Benefit Pension Plan (Hertz Retirement Plan)

   
33
   
688,100
       

 

The Hertz Corporation Supplemental Retirement and Savings Plan (SERP)

   
32
   
   
3,188,494(5

)

 

The Hertz Corporation Supplemental Executive Retirement Plan (SERP II)

   
34
   
   
2,095,251(5

)

(1)
The present value calculations use the same assumptions (except for retirement and pre-retirement decrements) used for financial reporting purposes and reflect current compensation levels. The assumptions used in the calculations are as follows:

Discount Rates—

For The Hertz Retirement Plan: 5.40% as of December 31, 2009, 6.40% as of December 31, 2008 and 6.30% as of December 31, 2007.

For the SERP, SERP II and BEP: 5.60% as of December 31, 2009, 6.30% as of December 31, 2008 and December 31, 2007.

For the Hertz UK Pension Plan: 5.70% as of December 31, 2009, 5.60% as of December 31, 2008 and 5.50% as of December 31, 2007.

For the Hertz UK Supplemental Plan: 5.70% as of December 31, 2009, 5.90% as of December 31, 2008 and 5.60% as of December 31, 2007.

Mortality Table = RP2000 Mortality Table projected to 2017.

Retirement Age = 60 or current age if older (earliest unreduced retirement age).

Pre-retirement Decrements = None assumed.

Payment Form = Five year certain and life annuity.

Please see the note "Employee Retirement Benefits" in the notes to the Corporation's consolidated financial statements in our Form 10-K, as amended, for the fiscal year ended December 31, 2009, for a discussion of these assumptions.

(2)
Amounts for Mr. Taride have been translated from pounds sterling to U.S. dollars at the 12-month average rate of 1.559041. Mr. Taride's number of actual years of service with us is 23.

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(3)
Mr. Plescia's number of actual years of service with us is 30.

(4)
Mr. Nothwang's number of actual years of service with us is 33 and he retired on December 12, 2009.

(5)
The payments made to Mr. Nothwang under SERP II and SERP were made in accordance with the terms of the Letter Agreement with Mr. Nothwang described under "Employment and Change in Control Agreements—Other Named Executive Officers—Letter Agreement with Joseph R. Nothwang."

Pension Benefits

        Our retirement plan for U.S.-based employees, The Hertz Corporation Account Balance Defined Benefit Pension Plan (the "Hertz Retirement Plan"), is a tax-qualified pension plan for which we pay the entire cost. Full and part-time employees who work more than 1,000 hours in a 12-month period, and who have completed one year of continuous employment with the Corporation, including the named executives, with the exception of Mr. Taride, earn the right to receive benefits upon retirement at the normal retirement age of 65 or upon early retirement at or after age 55 and the completion of three years of vesting service. The benefit an employee receives is based on a combination of the following factors:

        We maintain three non-qualified, unfunded pension plans for certain of our U.S.-based executives: the SERP, the BEP, and the SERP II. Mr. Taride does not participate in these plans. These plans provide benefits in excess of the qualified plans as follows:

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        Mr. Taride participates in two retirement plans applicable to certain of our employees in Europe, the Hertz UK 1972 Pension Plan and the Hertz UK Supplementary Unapproved Pension Scheme, or the "Hertz UK Supplementary Plan." These two plans are similar defined benefit plans that provide for, in the case of Mr. Taride, 1/30th of his final salary for each year of service in the plans subject to a maximum of two-thirds of his final salary at the time of his retirement. Under these plans, Mr. Taride has a right to retire at age 60.

        We also maintain a tax-qualified defined contribution plan in which the named executive officers, except for Mr. Taride, are eligible to participate, and a post-retirement assigned car benefit plan under which we provide certain executives who, at the time of retirement, meet minimum age at retirement and service requirements, with a car from our fleet and insure the car for the participant's benefit. The assigned car benefit is available for 15 years post-retirement or until the participant reaches the age of 80, whichever is longer. As of December 31, 2009, Mr. Nothwang had satisfied the minimum age and service requirements of this plan and is receiving its benefits; Messrs. Taride and Plescia had satisfied the minimum service, but not the minimum age, requirement; and Messrs. Frissora and Zimmerman and Ms. Douglas had satisfied neither the minimum service nor minimum age requirement.

Deferred Compensation Plans

        We do not maintain any non-qualified deferred compensation plans for our named executive officers.

Employment and Change in Control Agreements

        The Corporation and its subsidiaries have entered into employment agreements and change in control agreements with certain key employees, including the named executive officers, to promote stability and continuity of senior management. Information about such agreements with the named executive officers is set forth below.

Mr. Frissora

        As described at "Executive Compensation—Employment Agreement with Mr. Frissora," we entered into an employment agreement with Mr. Frissora in connection with his becoming our CEO, and a director of the Corporation and of Hertz, in July 2006. The agreement provides that if Mr. Frissora's employment terminates because of his death or disability, he will be entitled to receive his base salary through the date of termination plus a pro rata bonus for the year of termination based on the achievement of performance goals for that year and any unpaid portion of the replacement award. If his employment is terminated by the Corporation without "Cause" or by Mr. Frissora for "Good Reason" (each a defined list of acts of misconduct set forth in the employment agreement), Mr. Frissora is, if he executes a release of claims against us, entitled to severance plus any unpaid portion of the replacement award. Severance in this case would be equal to two and a half times his base salary and bonus for the preceding year, continuation of health care coverage for two years, and a pro rata bonus for the year in which his termination occurs, based on actual performance. If Mr. Frissora's employment is terminated for Cause or without Good Reason, he is only entitled to his base salary through the date of termination. Upon termination of Mr. Frissora's employment for any reason, he will be subject to non-competition and non-solicitation provisions for two years following the termination. In the event that Mr. Frissora's severance benefits constitute "excess parachute payments" (as defined by Section 280G of the Code), he will be entitled to a gross-up for any excise tax, more commonly known as golden parachute tax, imposed on him by Section 4999 of the Code in connection with his severance benefits.

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        The following chart sets forth, for Mr. Frissora, the payments and benefits he would receive if his employment were to have terminated under the specified circumstances on December 31, 2009. For purposes of determining the amount of the excise tax gross-up, we have assumed that a change in control occurred on December 31, 2009 and that the vesting of all of the unvested stock options held by Mr. Frissora would have accelerated upon the change in control. In addition, because we have assumed that the termination occurred on December 31, 2009, we have further assumed that Mr. Frissora would be paid a bonus payment equal to 100% of the bonus earned.

Benefit
  Termination
For Cause ($)
  Termination
without Cause/with
Good Reason ($)
  Termination
by reason of
Death or Disability ($)
  Termination
following a Change
in Control ($)(1)
 

Severance payment

    0     4,189,813         4,189,813  

Pro rata bonus

    0     2,200,000     2,200,000     2,200,000  

Continued healthcare benefits

    0     15,122         15,122  

Outplacement

    0              
                     

Excise tax gross up

    0              
                   

Total

    0     6,404,935     2,200,000     6,404,935  
                   

(1)
Assumes termination of Mr. Frissora after the Corporation's failure, within 15 days after a merger, consolidation, sale or similar transaction, to obtain a satisfactory agreement from any successor to all or substantially all of the assets or business of the Corporation to assume and agree to perform Mr. Frissora's employment agreement.

Other Named Executive Officers

        As described at "Executive Compensation—Compensation Discussion and Analysis—Letter Agreement with Joseph R. Nothwang," in December 2008, we entered into a letter agreement with Mr. Nothwang under which Mr. Nothwang agreed to remain with the Corporation through the Retirement Date, at which time Mr. Nothwang retired. In consideration of Mr. Nothwang's agreement to remain with the Corporation through the Retirement Date, the Corporation agreed to accelerate the payment of Mr. Nothwang's current benefit entitlements under the Corporation's supplemental executive retirement programs. Accordingly, Mr. Nothwang received a payment of $3,921,858 in December 2008 under the SERP (including an enhancement for an additional 2.5 years of service as provided under his Change in Control Agreement) and an aggregate payment of $5,283,745 in January 2009, which amount represents Mr. Nothwang's accrued benefits under the SERP and the SERP II. Since Mr. Nothwang remained with the Corporation through the Retirement Date, options to purchase common stock of the Corporation held by Mr. Nothwang that are scheduled to vest in 2010 vested as of the Retirement Date, and Mr. Nothwang will be provided with a one year post-retirement exercise period with respect to all vested options held by him on the Retirement Date.

        The Corporation previously agreed with Mr. Nothwang that, if he resigned from the Corporation on or before June 21, 2009 because he determined that certain of his job responsibilities had been adversely affected by certain operational changes, he would be entitled to receive the severance pay and benefits under his Change in Control Agreement (See "—Change in Control Agreements"). As a result of the letter agreement in December 2008, the Corporation agreed to pay the cash severance under the Change in Control Agreement. This payment of $3,837,708 was made in January 2009.

        The named executive officers, other than Mr. Frissora have entered into change in control agreements ("Change in Control Agreements"). The initial term of each Change in Control Agreement

69


ends on December 31, 2010 but was automatically renewed for a one-year extension because we did not give at least 15 months' advance notice of non-extension. The Change in Control Agreements will continue to automatically renew for one-year extensions unless we give such 15-month notice. In the event of a change in control during the term of the Change in Control Agreements, the agreement will remain in effect for two years following the change in control.

        If a change in control occurs and the covered executive's employment is terminated by us without cause or by the covered executive with good reason (as these terms are defined in the agreement), in either case within two years following the change in control, the covered executive will be entitled to the following payments and benefits:

        The foregoing are intended to be in lieu of any other payments and benefits to be made in connection with a covered executive's termination of employment while the agreements are in effect. Covered executives must execute a general release of claims to receive the foregoing severance payments and benefits.

        In the event of a dispute over the agreement, the covered executive is entitled to payment of his or her legal fees and expenses reasonably incurred so long as the covered executive prevails on at least one material claim in the dispute. In the event that compensation provided for in the agreement or in any other plan or arrangement covering the named executive is subject to the golden parachute excise tax, the executive will be entitled to receive a gross-up payment in an amount such that after payment by the executive of all taxes on the gross-up payment, the executive shall retain a portion of the gross-up payment equal to the excise tax. However, to the extent compensation paid to the executive in connection with the change in control does not exceed 110% of the specified statutory threshold amount giving rise to excise tax, then no additional payment will be paid and the compensation will be reduced below such statutory threshold.

70


        The agreement also contains a confidentiality covenant that extends for 24 months following the executive's termination of employment and noncompetition and nonsolicitation covenants that extend for 12 months following the executive's termination of employment.

        In addition, Hertz Europe Limited and Mr. Taride have entered into a non-compete agreement which provides that for the 12 months after the termination of his employment with us, Mr. Taride will not (i) compete with us in the countries in which we operated or actively made arrangements to plan to operate during the 12 months preceding such termination of employment or (ii) solicit or entice away any key employees from us. Hertz Europe Limited would be required to give Mr. Taride 12 months notice to terminate his employment for any reason other than misconduct.

        The table below sets forth, for each of Ms. Douglas and Messrs. Taride, Plescia, and Zimmerman the severance benefits that would have been payable under the executive's change in control agreement if his or her employment had been terminated by us without cause or by the executive for good reason (each as defined in the relevant agreement), as of December 31, 2009. The increase in the SERP II value reflects the difference between the payment to which the executive would have been entitled had his or her employment been terminated assuming a change in control had occurred and if his or her employment had been terminated assuming no change in control. In addition, because we have assumed that the terminations occurred on December 31, 2009, we have further assumed that each of the executives would be paid a bonus payment equal to 100% of target and for this purpose. In addition, for purposes of calculating the excise-tax gross-up, we have assumed that the vesting of all unvested stock options held by these individuals accelerated on that date.

Benefit
  Name   Value of Benefit ($)  

Severance payment

  Ms. Douglas     1,785,000  

  Mr. Taride     2,050,802 (1)

  Mr. Plescia     2,016,890  

  Mr. Zimmerman     990,000  

Pro-rata bonus payment

 

Ms. Douglas

   
382,500
 

  Mr. Taride     370,548 (1)

  Mr. Plescia     367,500  

  Mr. Zimmerman     260,000  

Increased SERP II value

 

Ms. Douglas

   
589,400
 

  Mr. Taride     N/A  

  Mr. Plescia     3,064,200  

  Mr. Zimmerman     230,500  

Continued health and welfare benefits

 

Ms. Douglas

   
1,532
 

  Mr. Taride     38,114 (1)

  Mr. Plescia     26,163  

  Mr. Zimmerman     13,785  

Outplacement

 

Ms. Douglas

   
25,000
 

  Mr. Taride     25,000  

  Mr. Plescia     25,000  

  Mr. Zimmerman     25,000  

Excise tax gross up

 

Ms. Douglas

   
1,284,034
 

  Mr. Taride     N/A  

  Mr. Plescia     1,796,157  

  Mr. Zimmerman     755,943  

(1)
Amounts for Mr. Taride have been translated from pounds sterling to U.S. dollars at the spot exchange rate on December 31, 2009 of 1.6167.

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        Information is not included for Mr. Nothwang because he retired on December 12, 2009 and payments were made to Mr. Nothwang in December 2008 and January 2009 pursuant to his letter agreement. See "—Letter Agreement with Joseph R. Nothwang."

        We have a severance plan for senior executives. The severance plan provides benefits to senior executives whose employment is terminated other than terminations of employment that qualify for benefits under the change in control agreements. Messrs. Nothwang, Taride, Plescia and Zimmerman and Ms. Douglas were designated as participants in the plan. If any covered executive's employment is terminated by us for any reason other than cause, permanent disability (as these terms are defined in the severance plan) or death, the executive will be or was entitled to the following payments and benefits:

        Executives must execute a general release of claims to receive the foregoing severance payments and benefits. The severance plan also contains a confidentiality covenant that extends for 24 months following the executive's termination of employment and non-competition and non-solicitation covenants that extend for a period of years following the executive's termination of employment equal to the severance multiple. If an executive is entitled to severance payments and benefits under the severance plan and a Change in Control Agreement, payments and benefits will be made under the Change in Control Agreement rather than the severance plan.

        The severance plan is administered by one or more individuals appointed by our Compensation Committee or (in the absence of an appointment) by the Senior Vice President of Human Resources. The severance plan may be amended or terminated at any time other than with respect to executives then receiving payments and benefits under the plan.

72


        The following chart sets forth the estimated payments that the named executive officers covered under the severance plan (other than Mr. Nothwang, who received payments for his separation from the Corporation on December 12, 2009) would receive upon a termination by us without cause, assuming that (1) the severance plan was in place on December 31, 2009 and (2) the covered executives' termination of employment occurred on that date.

Benefit
  Name   Value of Benefit ($)  

Severance payment

  Ms. Douglas     1,075,031  

  Mr. Taride     1,640,642 (1)

  Mr. Plescia     1,613,512  

  Mr. Zimmerman     990,000  

Pro-rata bonus payment

 

Ms. Douglas

   
463,877
 

  Mr. Taride     427,983 (1)

  Mr. Plescia     397,451  

  Mr. Zimmerman     315,315  

Continued health and welfare benefits

 

Ms. Douglas

   
1,149
 

  Mr. Taride     30,491 (1)

  Mr. Plescia     20,930  

  Mr. Zimmerman     13,785  

Outplacement

 

Ms. Douglas

   
25,000
 

  Mr. Taride     25,000  

  Mr. Plescia     25,000  

  Mr. Zimmerman     25,000  

(1)
Amounts for Mr. Taride have been translated from pounds sterling to U.S. dollars at the spot exchange rate on December 31, 2009 of 1.6167.

Treatment of Equity Compensation upon a Termination or a Change in Control

        Our named executive officers currently hold outstanding equity issued under two equity incentive plans, the Hertz Global Holdings Stock Incentive Plan ("SIP") and the 2008 Omnibus Plan. The 2008 Omnibus Plan was approved by our stockholders at our 2008 annual meeting and replaced the SIP.

        With respect to options granted to our named executive officers other than certain options granted to Mr. Frissora and Mr. Nothwang, if the executive's employment is terminated by reason of death or disability, all of the executive's unvested stock options issued will vest. If the executive's employment is terminated for any reason other than death or disability, all unvested options will immediately be canceled. Options that vest or are vested at the time of the executive's termination of employment will remain outstanding and exercisable until the earlier of the tenth anniversary of the grant date or 60 days (or in the case of termination by reason of death or disability, 180 days) following the executive's termination. In the event of a termination for cause, all vested and unvested options held by the executive are forfeited.

        Different provisions apply to stock options granted to Mr. Frissora at the time of his commencement of employment with the Corporation in July 2006. For these options, if Mr. Frissora's employment is terminated without cause or for good reason (as these terms are defined in his employment agreement), a pro rata portion of his options that would have vested on the next vesting date will vest. Options that vest or are vested at the time of Mr. Frissora's termination of employment will remain outstanding and exercisable until the earlier of the tenth anniversary of the grant date or the following: (1) 60 days

73



following a termination by Mr. Frissora without good reason; (2) 90 days following a termination by Mr. Frissora for good reason or by the Corporation without cause; or (3) 180 days following a termination by reason of death or disability or retirement on or after Mr. Frissora reaches normal retirement age. In addition, if Mr. Frissora's employment is terminated by Mr. Frissora for good reason or by the Corporation without cause in the 6 months prior to a change in control, these options will be treated as if his employment was terminated immediately after the change in control. Mr. Frissora's other options granted under the SIP have the same terms as those of our other named executive officers.

        Similarly, different provisions apply to stock options granted to Mr. Nothwang. Pursuant to a letter agreement between the Corporation and Mr. Nothwang, Mr. Nothwang's stock options that would have vested in 2010 had he remained employed through the vesting date, vested as of December 12, 2009, the date of Mr. Nothwang's retirement. In addition, all vested stock options that Mr. Nothwang held as of December 12, 2009, the date of his retirement, will remain exercisable for one year. The material terms of the letter agreement with Mr. Nothwang are described at "Employment and Change in Control Agreements—Other Named Executive Officers—Letter Agreement with Joseph R. Nothwang."

        Under the SIP, if a change in control occurs, unless outstanding options are exchanged for substitute awards in connection with the change in control, each option will be canceled in exchange for a payment equal to the excess, if any, of the price per share paid in the change in control over the option's exercise price.

2008 Omnibus Plan

        As of December 31, 2009, we had not issued any options to our named executive officers under the 2008 Omnibus Plan.

        If the employment of any of our named executive officers is terminated by reason of death or disability on or prior to the first anniversary of the date performance stock units were awarded, the officer will retain a pro rata portion of the performance stock units, based on the number of days elapsed since the date of grant, and the remaining performance stock units will be forfeited. The retained performance stock units will be eligible to vest if the performance goal is achieved and will be forfeited if the performance goal is not achieved. If the employment of a named executive officer is terminated by reason of death or disability after the first anniversary of the date that the performance stock units were awarded, then, so long as the performance goal is achieved, a pro rata portion of the performance stock units will vest, based on the number of days elapsed since the first anniversary of the grant date. If the employment of a named executive officer is terminated by reason of death or disability after the second anniversary of the date that the performance stock units were awarded, then, so long as the performance goal is achieved, a pro rata portion of the performance stock units will vest, based on the number of days elapsed since the second anniversary of the grant date. If a named executive officer's employment is terminated for any other reason, performance stock units will be forfeited.

        Under the 2008 Omnibus Plan, if a change in control occurs, outstanding performance stock units issued to our named executive officers generally vest unless they are exchanged for substitute awards in connection with the change in control.

        The following chart sets forth the cash payments to which the named executive officers would have been entitled assuming a change in control occurred on December 31, 2009 and all of the named executive officers' options were canceled in exchange for a cash payment equal to the difference

74



between the per share exercise price of the option and $11.92, which was the closing price of our common stock on December 31, 2009. In addition, the following chart sets forth the cash payments to which they would be entitled if each of their performance stock units were cancelled in exchange for a cash payment equal to $11.92, which was the closing price of our common stock on December 31, 2009. Information is not included for Mr. Nothwang because upon his retirement on December 12, 2009, all of Mr. Nothwang's options that would have vested in 2010 were accelerated and became exercisable. In addition, Mr. Nothwang's unvested performance stock units were forfeited. Mr. Nothwang has until December 12, 2010 to exercise all of his vested options. See "—Other Named Executive Officers—Letter Agreement with Joseph R. Nothwang."

Name
  Cash Payment for
Vested Options
($)
  Cash Payment for
Unvested Options
($)
  Cash Payment for
Performance
Stock Units
($)
 

Mr. Frissora

    3,139,200     2,092,800     21,835,807  

Ms. Douglas

    353,760     235,840     3,788,033  

Mr. Taride

    2,049,600     1,366,400     3,041,173  

Mr. Plescia

    1,961,280     1,307,520     2,969,034  

Mr. Zimmerman

            2,642,449  

        Messrs. Frissora, Nothwang, Plescia and Zimmerman and Ms. Douglas participated in the SERP II in 2009. The SERP II is described at "Executive Compensation—Pension Benefits." Under the SERP II, if any of these executives' employment is terminated other than for cause or a voluntary resignation within 30 days before or one year following a change in control, then the executive will become immediately vested in the entire benefit accumulated under the SERP II even if he or she has not attained age 55 at the time of termination. Pursuant to a letter agreement between the Corporation and Mr. Nothwang, Mr. Nothwang ceased accruing benefits under the SERP II as of December 31, 2008. See "—Other Named Executive Officers—Letter Agreement with Joseph R. Nothwang."

        As described at "Executive Compensation—Compensation Discussion & Analysis—Retirement Benefits," we maintain a post-retirement assigned car benefit plan under which we provide our named executive officers who, at the time of retirement, meet minimum age at retirement and service requirements, with a car from our fleet and insure the car for the participant's benefit. The assigned car benefit is available for 15 years post-retirement or until the participant reaches the age of 80, whichever is longer. As of December 12, 2009, Mr. Nothwang had satisfied the minimum age and service requirements of this plan and was receiving the benefit. The estimated value of this benefit, as of December 31, 2009, is $162,700. No other named executive officer would have been entitled to benefits under the assigned car benefit plan if his or her employment had been terminated on December 31, 2009.


AUDIT COMMITTEE REPORT

        The Audit Committee has reviewed and discussed with management of the Corporation and PricewaterhouseCoopers LLP, the independent registered public accounting firm for the Corporation, the audited financial statements of the Corporation for the fiscal year ended December 31, 2009 (the "Audited Financial Statements").

        The Audit Committee has discussed with PricewaterhouseCoopers LLP the matters required to be discussed by the Statement on Auditing Standards No. 61, as amended, as in effect on the date of this proxy statement.

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        The Audit Committee has: (i) considered whether non-audit services provided by PricewaterhouseCoopers LLP are compatible with its independence; (ii) received the written disclosures and the letter from PricewaterhouseCoopers LLP required by the applicable requirements of the Public Company Accounting Oversight Board regarding PricewaterhouseCoopers LLP's communications with the Audit Committee concerning independence; and (iii) discussed with PricewaterhouseCoopers LLP its independence.

        Based on the reviews and discussions described above, the Audit Committee recommended to the Board of Directors of the Corporation that the Audited Financial Statements be included in the 2009 Annual Report on Form 10-K for the fiscal year ended December 31, 2009 for filing with the SEC.

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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES

        The Corporation's fees for services performed by its principal accounting firm, PricewaterhouseCoopers LLP, during fiscal years 2009 and 2008 were as follows:

 
  2009   2008  
 
  (dollars in thousands)
 

Audit fees(1)

  $ 6,136   $ 7,002  

Audit-related fees(2)

    500     518  

Tax fees(3)

    573     718  

All other fees(4)

    153     128  
           

Total

  $ 7,362   $ 8,366  
           

(1)
Audit fees were for services rendered in connection with the audit of the financial statements included in the Annual Reports of the Corporation and Hertz on Form 10-K; reviews of the financial statements included in Hertz's Quarterly Reports on Form 10-Q; attestation of the effectiveness of our internal controls over financial reporting; statutory audits; and providing comfort letters in connection with our funding transactions in 2009.

(2)
Audit-related fees were for services rendered in connection with due diligence; assurance services; and employee benefit plan audits.

(3)
Tax fees related to tax compliance; preparation of tax returns; and tax planning.

(4)
All other fees primarily related to assistance provided with maintenance of an operations website.

        Our Audit Committee's charter requires the Audit Committee to pre-approve all audit and permitted non-audit services to be performed by our independent registered public accounting firm; however, the Audit Committee is permitted to delegate pre-approval authority to a subcommittee consisting of one or more Audit Committee members who are independent directors, and who must then provide a report to the full Audit Committee at its next scheduled meeting. All audit and non-audit fees were pre-approved by the Audit Committee in 2009.


OTHER BUSINESS

        Our Board is not aware of any other matters to be presented at the annual meeting. If any other matter proper for action at the meeting is properly presented, the holders of the accompanying proxy will have discretion to vote the shares represented by the proxy on such matter in accordance with their best judgment. If any matter not proper for action at the meeting should be presented, the holders of the proxy will vote against consideration of the matter or the proposed action.


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING

        We have sent or are sending the Notice, which indicates that that our proxy materials and annual report to stockholders for 2009 will be made available on the Internet at www.hertz.com/stockholdermeeting. If you wish to receive paper or e-mail copies of any of these materials, please follow the instructions on your Notice.


PROPOSALS FOR 2010

        The Corporation will review for inclusion in next year's proxy statement stockholder proposals received by December 15, 2010. Proposals should be sent to J. Jeffrey Zimmerman, Senior Vice President, General Counsel and Secretary of the Corporation at 225 Brae Boulevard, Park Ridge, NJ 07656-0713.

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        Stockholder proposals, including nominations for directors, not included in next year's proxy statement may be brought before the 2011 annual meeting of stockholders by a stockholder of the Corporation who is entitled to vote at the meeting, who has given a written notice to the Senior Vice President, General Counsel and Secretary of the Corporation containing certain information specified in the By-Laws and who was a stockholder of record at the time such notice was given. Such notice must be delivered to or mailed and received at the address in the preceding paragraph no earlier than January 27, 2011 and no later than February 26, 2011, except that if the 2011 annual meeting of stockholders is held before April 27, 2011 or after August 5, 2011, such notice must be delivered at the address in the preceding paragraph no earlier than 120 days prior to the date of such annual meeting and not later than the close of business on the later of (i) the ninetieth day prior to the date of such annual meeting or (ii) the tenth day following the day on which a public announcement of the date of such annual meeting is first made.

        Our By-Laws require that stockholder recommendations for nominees to the Board must include the name of the nominee or nominees, information regarding the nominee or nominees that would be required to be included in a proxy statement for the election of directors and a consent signed by the nominee or nominees evidencing consent to be named in the proxy statement and willingness to serve on the Board of Directors, if elected.


ANNUAL REPORT FOR 2009

        The Corporation's annual report to stockholders for the year 2009 is being made available concurrently with this proxy statement to persons who were stockholders of record as of April 2, 2010, the record date for the annual meeting. These materials do not form part of the material for the solicitation of proxies.

    By order of the Board of Directors,

 

 

GRAPHIC

J. Jeffrey Zimmerman
Senior Vice President, General Counsel and Secretary

Park Ridge, New Jersey
April 9, 2010

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ANNEX A

HERTZ GLOBAL HOLDINGS, INC.
2008 OMNIBUS INCENTIVE PLAN

(as amended and restated effective as of March 4, 2010)


ARTICLE I

PURPOSES

        The purposes of the Plan are to foster and promote the long-term financial success of the Company and the Subsidiaries and materially increase shareholder value by (a) motivating superior performance by Participants, (b) providing Participants with an ownership interest in the Company, and (c) enabling the Company and the Subsidiaries to attract and retain the services of outstanding Employees upon whose judgment, interest and special effort the successful conduct of its operations is largely dependent.


ARTICLE II

DEFINITIONS

        2.1    Certain Definitions.    Capitalized terms used herein without definition shall have the respective meanings set forth below:

        "Adjustment Event" means any dividend payable in capital stock, stock split, share combination, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares or other similar event affecting the Common Stock.

        "Affiliate" means, with respect to any person, any other person controlled by, controlling or under common control with such person.

        "Alternative Award " has the meaning given in Section 9.2.

        "Award" means any Option, Stock Appreciation Right, Performance Stock, Performance Stock Unit, Performance Unit, Restricted Stock, Restricted Stock Unit, Share Award or Deferred Stock Unit granted pursuant to the Plan, including an Award combining two or more types in a single grant.

        "Award Agreement" means any written agreement, contract, or other instrument or document evidencing any Award granted by the Committee pursuant to the Plan. The terms of any plan or guideline adopted by the Committee and applicable to an Award shall be deemed incorporated in and part of the related Award Agreement. The Committee may provide for the use of electronic, internet or other non-paper Award Agreements, and the use of electronic, internet or other non-paper means for the Participant's acceptance of, or actions under, an Award Agreement unless otherwise expressly specified herein. In the event of any inconsistency or conflict between the terms of the Plan and an Award Agreement, the terms of the Plan shall govern.

        "Business" has the meaning given in Section 5.5.

        "Board " means the Board of Directors of the Company.

        "Carlyle Investors" means, collectively, (i) Carlyle Partners IV, L.P., (ii) CEP II Participations S.àr.l., (iii) CP IV Co-investment, L.P., and (iv) CEP II U.S. Investments, L.P.

        "Cause" means, except as otherwise defined in an Award Agreement, with respect to any Participant (as determined by the Committee) (i) willful and continued failure to perform substantially the Participant's material duties with the Company (other than any such failure resulting from the Participant's incapacity as a result of physical or mental illness) after a written demand for substantial

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performance specifying the manner in which the Participant has not performed such duties is delivered to the Participant by the person or entity that supervises or manages the Participant, (ii) engaging in willful and serious misconduct that is injurious to the Company or any of its Subsidiaries, (iii) one or more acts of fraud or personal dishonesty resulting in or intended to result in personal enrichment at the expense of the Company or any of its Subsidiaries, (iv) substantial abusive use of alcohol, drugs or similar substances that, in the sole judgment of the Company, impairs the Participant's job performance, (v) material violation of any Company policy that results in harm to the Company or any of its Subsidiaries or (vi) indictment for or conviction of (or plea of guilty or nolo contendere) to a felony or of any crime (whether or not a felony) involving moral turpitude. A "Termination for Cause," shall include a determination by the Committee following a Participant's termination of employment for any other reason that, prior to such termination of employment, circumstances constituting Cause existed with respect to such Participant.

        "CDR Investors" means, collectively, (i) Clayton, Dubilier & Rice Fund VII, L.P., (ii) CDR CCMG Co-Investor L.P., and (iii) CD&R Parallel Fund VII, L.P.

        "Change in Control" means the first occurrence of any of the following events after the effective date of the Plan:

        (a)   the acquisition by any person, entity or "group" (as defined in Section 13(d) of the Exchange Act), other than the Company, the Subsidiaries, any employee benefit plan of the Company or the Subsidiaries, or any of the Investors, of 50% or more of the combined voting power of the Company's then outstanding voting securities;

        (b)   within any 24-month period, the Incumbent Directors shall cease to constitute at least a majority of the Board or the board of directors of any successor to the Company; provided that any director elected to the Board, or nominated for election, by a majority of the Incumbent Directors then still in office shall be deemed to be an Incumbent Director for purposes of this clause (b);

        (c)   the merger or consolidation of the Company as a result of which persons who were owners of the voting securities of the Company, immediately prior to such merger or consolidation, or any or all of the Investors, do not, immediately thereafter, own, directly or indirectly, more than 50% of the combined voting power entitled to vote generally in the election of directors of the merged or consolidated company;

        (d)   the approval by the Company's shareholders of the liquidation or dissolution of the Company other than a liquidation of the Company into any Subsidiary or a liquidation a result of which persons who were stockholders of the Company immediately prior to such liquidation, or any or all of the Investors, own, directly or indirectly, more than 50% of the combined voting power entitled to vote generally in the election of directors of the entity that holds substantially all of the assets of the Company following such event; and

        (e)   the sale, transfer or other disposition of all or substantially all of the assets of the Company to one or more persons or entities that are not, immediately prior to such sale, transfer or other disposition, Affiliates of the Company.

Notwithstanding the foregoing, a "Change in Control" shall not be deemed to occur if the Company files for bankruptcy, liquidation or reorganization under the United States Bankruptcy Code.

        "Change in Control Price" means the price per share on a fully diluted basis offered in conjunction with any transaction resulting in a Change in Control, as determined in good faith by the Committee as constituted before the Change in Control, if any part of the offered price is payable other than in cash.

        "Code" means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

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        "Committee" means the Compensation Committee of the Board or, if applicable, the delegate of the Compensation Committee of the Board as permitted or required herein.

        "Common Stock" means the common stock, par value $0.01 per share, of the Company and any other securities into which the Common Stock is changed or for which the Common Stock is exchanged.

        "Company" means Hertz Global Holdings, Inc., a Delaware corporation, and any successor thereto.

        "Covered Period " has the meaning given in Section 5.5.

        "Deferred Annual Amount" has the meaning given in Section 8.1.

        "Deferred Stock Unit" means a Participant's contractual right to receive a stated number of shares of Common Stock or, if provided by the Committee on or after the grant date, cash equal to the Fair Market Value of such shares of Common Stock or any combination of shares of Common Stock and cash having an aggregate Fair Market Value equal to such stated number of shares of Common Stock, under the Plan at the end of a specified period of time.

        "Disability" means, unless otherwise provided in an Award Agreement, a physical or mental disability or infirmity that prevents or is reasonably expected to prevent the performance of a Participant's employment-related duties for a period of six months or longer and, within 30 days after the Company notifies the Participant in writing that it intends to terminate his employment, the Participant shall not have returned to the performance of his employment-related duties on a full-time basis; provided, that (i) for purposes of Section 5.3(a) in respect of ISOs, the term "Disability" shall have the meaning assigned to the term "Permanent and Total Disability" by section 22(e)(3) of the Code (i.e., physical or mental disability or infirmity lasting not less than 12 months), and (ii) with respect to any Award that constitutes deferred compensation subject to section 409A of the Code, "Disability" shall have the meaning set forth in section 409A(a)(2)(c) of the Code. The Committee's reasoned and good faith judgment of Disability shall be final, binding and conclusive, and shall be based on such competent medical evidence as shall be presented to it by such Participant and/or by any physician or group of physicians or other competent medical expert employed by the Participant or the Company to advise the Committee. Notwithstanding the foregoing (but except in the case of ISOs and awards subject to section 409A of the Code), with respect to any Participant who is a party to an employment agreement with the Company or any Subsidiary, "Disability" shall have the meaning, if any, specified in such Participant's employment agreement.

        "Dividend Equivalents" means an amount equal to any dividends and distributions paid by the Company with respect to the number of shares of Common Stock subject to an Award.

        "Employee" means any non-employee director, officer or employee of, or any natural person who is a consultant to, the Company or any Subsidiary.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder.

        "Executive Officer" means each person who is an officer of the Company or any Subsidiary and who is subject to the reporting requirements under Section 16(a) of the Exchange Act.

        "Fair Market Value" means, unless otherwise defined in an Award Agreement, as of any date, the closing price of one share of Common Stock on the New York Stock Exchange (or on such other recognized market or quotation system on which the trading prices of Common Stock are traded or quoted at the relevant time) on the date as of which such Fair Market Value is determined. If there are no Common Stock transactions reported on the New York Stock Exchange (or on such other exchange or system as described above) on such date, Fair Market Value shall mean the closing price for a share of Common Stock on the immediately preceding day on which Common Stock transactions were so reported.

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        "Incumbent Director" means, with respect to any period of time specified under the Plan for purposes of determining a Change in Control, the persons who were members of the Board at the beginning of such period; provided, that a director elected, or nominated for election, to the Board in connection with a proxy contest shall not be considered an Incumbent Director.

        "Initial Investors" means, collectively, the Carlyle Investors, the CDR Investors and the Merrill Lynch Investors.

        "Investors" means, collectively, (i) the Initial Investors, (ii) TC Group L.L.C. (which operates under the trade name The Carlyle Group), (iii) Clayton, Dubilier & Rice, Inc., (iv) Merrill Lynch Global Partners, Inc., (v) any Affiliate of any of the foregoing, including any investment fund or vehicle managed, sponsored or advised by any of the foregoing, and (vi) any successor in interest to any of the foregoing.

        "ISOs" has the meaning given in Section 5.1(a).

        "Merrill Lynch Investors" means, collectively, (i) ML Global Private Equity Fund, L.P., (ii) Merrill Lynch Ventures L.P. 2001, (iii) CMC-Hertz Partners, L.P., and (iv) ML Hertz Co-Investor, L.P.

        "New Employer" means a Participant's employer, or the parent or a subsidiary of such employer, immediately following a Change in Control.

        "NSOs" has the meaning given in Section 5.1(a).

        "Option" means the right granted to a Participant pursuant to the Plan to purchase a stated number of shares of Common Stock at a stated price for a specified period of time.

        "Option/SAR Financial Gain" has the meaning given in Section 5.5.

        "Participant" means any Employee or prospective Employee designated by the Committee to receive an Award under the Plan.

        "Performance Period" means the period, as determined by the Committee, during which the performance of the Company, any Subsidiary, any business unit and any individual is measured to determine whether and the extent to which the applicable performance measures have been achieved, provided that each such period shall be no greater than five years in length.

        "Performance Stock" means a grant of a stated number of shares of Common Stock to a Participant under the Plan that is forfeitable by the Participant until the attainment of specified performance goals, or until otherwise determined by the Committee or in accordance with the Plan, subject to the continuous employment of the Participant through the completion of the applicable Performance Period (or such portion of the applicable Performance Period as otherwise provided in Article VI).

        "Performance Stock Unit" means a Participant's contractual right to receive a stated number of shares of Common Stock or, if provided by the Committee on or after the grant date, cash equal to the Fair Market Value of such shares of Common Stock or any combination of shares of Common Stock and cash having an aggregate Fair Market Value equal to such stated number of shares of Common Stock, under the Plan at a specified time that is forfeitable by the Participant until the attainment of specified performance goals, or until otherwise determined by the Committee or in accordance with the Plan, subject to the continuous employment of the Participant through the completion of the applicable Performance Period (or such portion of the applicable Performance Period as otherwise provided in Article VI).

        "Performance Unit " means a Participant's contractual right to receive a cash-denominated award, payable in cash or shares of Common Stock or a combination thereof, under the Plan at a specified time that is forfeitable by the Participant until the attainment of specified performance goals, or until otherwise determined by the Committee or in accordance with the Plan, subject to the continuous employment of

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the Participant through the applicable Performance Period (or such portion of the applicable Performance Period as otherwise provided in Article VI).

        "Performance-Based Financial Gain" has the meaning given in Section 6.7.

        "Permitted Transferee" has the meaning given in Section 11.1.

        "Plan" means this Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan, as the same may be interpreted by the Committee and/or be amended from time to time.

        "Prior Plans" means the Hertz Global Holdings, Inc. Stock Incentive Plan and the Hertz Global Holdings, Inc. Director Stock Incentive Plan.

        "Replacement Award" means an Award made to employees of companies or businesses acquired by the Company to replace incentive awards and opportunities held by such employees prior to such acquisition.

        "Restricted Stock" means a grant of a stated number of shares of Common Stock to a Participant under the Plan that is forfeitable by the Participant until the completion of a specified period of future service, or until otherwise determined by the Committee or in accordance with the Plan.

        "Restricted Stock Unit" means a Participant's contractual right to receive a stated number of shares of Common Stock or, if provided by the Committee on or after the grant date, cash equal to the Fair Market Value of such shares of Common Stock or any combination of shares of Common Stock and cash having an aggregate Fair Market Value equal to such stated number of shares of Common Stock, under the Plan at the end of a specified period of time that is forfeitable by the Participant until the completion of a specified period of future service, or until otherwise determined by the Committee or in accordance with the Plan.

        "Restriction-Based Financial Gain" has the same meaning given in Section 7.6.

        "Restriction Period" means (i) with respect to any Performance Stock, Performance Stock Unit or Performance Unit, the period beginning on the grant date of such Award and ending on the certification by the Committee that the performance objectives or objectives for the applicable Performance Period have been attained (in whole or in part) in accordance with Section 6.2(d), (ii) with respect to any Restricted Stock or Restricted Stock Unit, the Restriction Period specified in the Award Agreement evidencing such Award, and (iii) with respect to any freestanding Deferred Stock Unit as to which the Committee has specified a Restriction Period in accordance with Section 8.4, the Restriction Period so specified.

        "Retained Award" has the meaning given in Section 6.6(a).

        "Retained Retirement Award" has the meaning given in Section 6.6(b).

        "Retirement" means, except as otherwise defined in an Award Agreement, a Participant's retirement from active employment with the Company and any Subsidiary at or after such Participant attains age 65, or after such Participant attains age 55 and has provided, at minimum, 10 years of service to the Company or any Subsidiary.

        "Share Award" means an Award of unrestricted shares of Common Stock pursuant to Section 7.8 of the Plan.

        "Stock Appreciation Right" means, with respect to shares of Common Stock, the right to receive a payment from the Company in cash and/or shares of Common Stock equal to the product of (i) the excess, if any, of the Fair Market Value of one share of Common Stock on the exercise date over a specified base price fixed by the Committee on the grant date, multiplied by (ii) a stated number of shares of Common Stock.

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        "Subsidiary" means any corporation in which the Company owns, directly or indirectly, stock representing 50% or more of the combined voting power of all classes of stock entitled to vote, and any other business organization, regardless of form, in which the Company possesses, directly or indirectly, 50% or more of the total combined equity interests in such organization.

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