HERTZ CORP (Form: 8-K, Received: 12/02/2013 17:23:25)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) December 2, 2013 (December 2, 2013)

HERTZ GLOBAL HOLDINGS, INC.

THE HERTZ CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-33139

001-07541

20-3530539

13-1938568

(State of Incorporation)

(Commission File Number)

(I.R.S Employer Identification No.)

225 Brae Boulevard

Park Ridge, New Jersey 07656-0713

225 Brae Boulevard

Park Ridge, New Jersey 07656-0713

(Address of principal executive
offices, including zip code)

(201) 307-2000

(Registrant’s telephone number,
including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On December 2, 2013, The Hertz Corporation (“ Hertz ”), a wholly-owned subsidiary of Hertz Global Holdings, Inc. (“ Hertz Holdings ” and together with Hertz, the “ Companies ”) announced the appointment of Thomas C. Kennedy, 48, as Senior Executive Vice President and Chief Financial Officer of the Companies, effective as of December 9, 2013. Mr. Kennedy will succeed David J. Rosenberg, who has been serving as Interim Chief Financial Officer since October 1, 2013. Mr. Rosenberg will stay on as interim CFO through December 9, 2013 at which point he will transition to an as-yet-to-be announced senior role in the Company’s Finance Center of Excellence.

Mr. Kennedy served as Chief Financial Officer and Executive Vice President of Hilton Worldwide Holdings Inc. (formerly, Hilton Worldwide, Inc.) from September 2008 to August 2013. Between 2008 and 2003, Mr. Kennedy served as Executive Vice President and Chief Financial Officer of Vanguard Car Rental. Prior to joining Vanguard, Mr. Kennedy served in various positions at Northwest Airlines, Inc., including as Senior Vice President and Controller in 2003; Vice President, Financial Planning and Analysis from 2000 to 2002; Managing Director, Corporate Planning in 1999; and Director, Finance and Information Services, Pacific Division, Tokyo, Japan from 1997 to 1999. Mr. Kennedy held various other financial positions with Northwest from 1992 to 1997. Mr. Kennedy has also held positions with Chiquita Brands International, Bank of Yokohama, and Merrill Lynch Capital Markets. He received his Masters in Business Administration from Harvard University and his Bachelors of Science in Economics from Tulane University.

Mr. Kennedy’s offer letter provides that Mr. Kennedy will be employed by the Companies “at will” and contains the following additional terms:

· Base Salary: Annual base salary of $660,000.

· Hertz Incentive Plan: Eligibility to participate in the Hertz Global Holdings, Inc. Senior Executive Bonus Plan (the “ Senior Executive Bonus Plan ”) for 2014, which provides for a target payment of 85% of Mr. Kennedy’s eligible earnings. The Senior Executive Bonus Plan was filed as Exhibit 10.6 to the Current Report on Form 8-K of Hertz Holdings filed on June 1, 2010.

· Discretionary Equity Grant: Eligibility for an annual discretionary equity grant in 2014 pursuant to the Hertz Global Holdings, Inc. 2008 Omnibus Incentive Plan (the “ Omnibus Plan ”), subject to approval by the Compensation Committees of the Companies. The Omnibus Plan was filed as Exhibit 10.1 to the Current Report on Form 8-K of Hertz Holdings filed on June 1, 2010.

· Sign-on Bonus: Eligibility for a sign-on bonus in the gross amount of $75,000 payable following 30 days of employment. Acceptance of the amount is contingent upon Mr. Kennedy remaining with the Companies for at least 12 months following the payment of the bonus.

· Car Privileges: Use of a Hertz service vehicle for personal and professional use.

· Relocation: Reimbursement of expenses related to relocation of Mr. Kennedy’s primary residence through a vendor selected by the Companies.

Mr. Kennedy will also participate in the compensation and benefit programs available to the executive officers of the Companies. Mr. Kennedy will also receive a grant of performance stock units for a number of shares of Hertz Holdings common stock, par value $0.01 per share (“Hertz Holdings Common Stock”), equal to $333,333.33 divided by the fair market value of Hertz Holdings Common Stock on the grant date. The performance stock units will vest on the third anniversary of the grant date, provided that Mr. Kennedy (i) remains employed by the Companies on the third anniversary of the grant date and (ii) has purchased $1,000,000 of Hertz Holdings Common Stock on or before December 15, 2013 and retains ownership of such Hertz Holdings Common Stock until the third anniversary of the grant date. Mr. Kennedy has completed the acquisition of such Hertz Holdings Common Stock as of the date of this

report.

The foregoing description of Mr. Kennedy’s offer letter is qualified in its entirety by the text of the offer letter, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference. Mr. Kennedy’s offer of employment is contingent upon Mr. Kennedy entering into a confidentiality and non-solicitation agreement with the Companies.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits. The following Exhibits are filed herewith as part of this report:

Exhibit		Description

10.1		Offer Letter of Thomas C. Kennedy signed on December 2, 2013

99.1		Press Release dated December 2, 2013

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HERTZ GLOBAL HOLDINGS, INC. THE HERTZ CORPORATION
	(Registrant)


	By:	/s/ J. Jeffrey Zimmerman
	Name:	J. Jeffrey Zimmerman
	Title:	Executive Vice President, General Counsel and Secretary

Date: December 2, 2013

Exhibit 10.1

	Mark P. Frissora
999 Vanderbilt Beach Road, Suite 300	Chairman of the Board and Chief Executive Officer
Naples, FL 34108	Phone: 239-552-5555
	Fax: 866-777-9726

November 20, 2013

Mr. Tom Kennedy

8300 Spring Hill Farm Drive

McLean, VA 22102

Dear Tom,

We are pleased to confirm our offer of employment with The Hertz Corporation for the position of Senior Executive Vice President and Chief Financial Officer. The position will be based out of Estero, Florida. This position reports directly to Mark Frissora, Chairman and Chief Executive Officer. Your start date is expected to be in early December.

Your base salary, paid on a bi-weekly basis, will be $25,384.62, which equates to an annualized salary of $660,000. This offer is contingent upon verification of your education, previous employment, satisfactory references, passing the drug test and criminal background check, presentation of legally required documentation establishing your right to work in the United States, including compliance with Federal immigration employment law requirements, and agreement to enter into and signing an Employee Confidentiality & Non Competition Agreement.

You are eligible to participate in the Hertz Incentive Plan for 2014, which provides for a target payment of 85% of your eligible earnings. Actual payout is contingent upon the Company’s financial performance, your performance and your start date. Hertz retains the right and sole discretion to amend, modify or rescind such plan at any time and for any reason.

You will be eligible for an annual discretionary equity grant in 2014. Generally, equity grants are subject to approval by the Compensation Committee of the Hertz Board of Directors and generally take place annually in the first quarter of the year, and are subject to its sole and exclusive discretion for all key executives and key employees. Generally awards are based upon, or denominated as, a dollar value and may be all or partially granted in the form of Restricted Stock Units, Performance-based Restricted Stock Units, and Stock Options and are subject to the Committee’s sole and exclusive discretion.

You are eligible for a sign-on bonus in the gross amount of $75,000 payable following thirty (30) days of employment. Your acceptance of that amount is contingent upon you remaining with the Company for at least twelve months following the payment

date. Should you voluntarily end your employment or be terminated for cause prior to that time, you will be required to pay back the entire amount.

You will also be eligible for service vehicle privileges in this role. This privilege provides for the use of a Hertz service vehicle for personal and professional use. The service vehicle use policy will be reviewed with you upon commencement of your employment.

You will be eligible for 20 days of vacation per the terms and conditions of The Hertz Corporation vacation policy.

You will be provided with a relocation benefit. The Company will provide reimbursement for expenses related to the sale and purchase of your primary home in addition to movement of your household goods through a vendor selected by the Company. Temporary housing assistance will be provided to you for up to eight weeks following the start of your new role. All relocation expenses are expected to be reasonable and customary for the area and are subject to pre-approval by the Company. This assistance will be available for twelve (12) months following the initiation of your relocation. The terms and conditions of the relocation agreement will be provided for in a separate relocation agreement upon acceptance and initiation of the relocation. Prior to the initiation of the relocation as well as receiving any relocation reimbursement, you will be required to execute a separate relocation agreement.

Hertz provides you the opportunity to participate in a comprehensive employee benefits program. On the first day of the third month following your date of employment, you are eligible to enroll in the Hertz Custom Benefit Program.

This benefits program offers you numerous coverage options for:

·	Medical	· Accidental Death and Dismemberment
·	Dental	· Long Term Disability
·	Vision	· Dependent Care Flexible Spending Account
·	Life Insurance	· Health Care Flexible Spending Account
·	Dependent Life Insurance

Additionally, you are eligible to participate in The Hertz Retirement Plan and 401(k) Savings Plan.

· Retirement Plan

After one year of continuous service, as defined by the Plan, you are eligible to participate in the Retirement Plan to which Hertz currently credits an amount equal to 3% to 5% of your annual pensionable pay based upon your length of service assuming you commence employment before December 31, 2013. Details of this plan will be provided to you upon commencement of your employment. In accordance

with the Plan, Hertz retains the right and sole discretion to amend, modify or rescind such plan at any time and for any reason.

· 401(k) Savings Plan

After three months of continuous service as defined by the plan, you are eligible to participate in the Income Savings Plan. Currently, participants may contribute up to 30% (6% maximum for employees earning over $115,000 annually) of their base salary on a pre-tax basis subject to IRS contribution limits. After twelve months of continuous service the company matches your contributions to the plan. For every dollar you save up to 6% of your “eligible compensation,” Hertz adds 50 cents. Details of this plan will be provided to you upon commencement of your employment. In accordance with the Plan, Hertz retains the right and sole discretion to amend, modify or rescind such plan at any time and for any reason.

· Executive Perquisites

Hertz also provides a number of executive benefits and perquisites that are listed below:

· Physical Exam: the Company provides for an annual exam through Johns Hopkins.

· Financial Planning: the Company will reimburse you up to a maximum of $4000 per year for financial planning services provided by certified professionals.

· Free car rental privileges worldwide.

· Supplemental Executive Retirement Plan II (SERP II): a non-qualified retirement plan for a select group of employees, which provides benefits in excess of the Qualified Cash Balance Plan. Vesting occurs at the age of 55 and five years of service. Eligibility occurs after one year of service.

· Change-In-Control Agreement and Executive Severance Benefits will be provided.

It is a fundamental term and condition of your employment that you must execute and deliver to the undersigned the enclosed Employee Confidentiality & Non-Solicitation Agreement. Please review this document carefully and obtain independent legal advice if you wish.

It is also a fundamental term and condition of your employment that:

(i) You represent and warrant that you have not and will not disclose any confidential information or trade secrets that you may have form any third party, including but not limited to any current or former employer.

(ii) You represent and warrant to the Company and agree that the negotiation, entering into or performance of your employment with the Company has not resulted in and must not result in any breach by you of any agreement, duty or other obligation (including but not limited to a Confidentiality, Non Competition and/or Non Solicitation duty, agreement, or obligation), to any third party, including but not limited to any current or prior employer.

(iii) You confirm and agree that you must not bring and will not transfer to the Company or use in the performance of your duties and functions with the Company any confidential material, documents of information or property, whether electronic or otherwise, of any third party, including but not limited to any current or former employer. You agree that you will not remove or possess any documents of information, whether electronic or otherwise, from such third party and you will not transfer any such documents or information to the Company at any time or otherwise use such documents or information in the scope of your employment with the Company.

(iv) During your employment with the Company you will not engage in any activity that competes with or adversely affects the Company, nor will you begin to organize or develop any competing entity (or assist anyone else in doing).

(v) You will not disclose at any time (except for business purposes on behalf of the Company) any confidential or proprietary material of the Company. That material shall include, but is not limited to, the names and addresses of customers, customer contacts, contracts, bidding information, business strategies, pricing information and the Company’s policies and procedures.

(vi) You agree that all documents (paper or electronic) and other information related in any way to the Company shall be the property of the Company, and will be returned to the Company upon the end of your employment with the Company.

(vii) You agree that should a court issue injunctive relief to enforce any term of this Agreement, or if a court (or jury) determine that you breached any provision of this Agreement, you will reimburse the Company for all attorney’s fees and costs incurred in enforcing the terms of the Agreement, and you will also be liable for any other damages or relief permitted by law.

(viii) You agree that any disputes over the above terms shall be governed by New Jersey law, shall be resolved in a New Jersey Court or in a federal Court located in New Jersey, and that the terms of this agreement may be enforced by the Company or its successors or assigns.

The forgoing terms and conditions and representation and warranty will survive and will continue in full force and effect following the commencement of your employment with the Company. Should you at any time be in breach of the forgoing terms and conditions or should the forgoing representation and warranty be inaccurate or false, it will result in your immediate termination from the Company. In addition, you agree that you will

indemnify and save harmless to the Company and its directors, officers, employees and agents from any and all claims and demands incurred by any of them directly or indirectly arising from any breach of the foregoing terms or conditions or any inaccuracy or misrepresentation of the forgoing representation and warranty.

Per Hertz’s standard policy, this letter is not intended nor should it be considered as an employment contract for a definite or indefinite period of time. Employment with Hertz is at will, and either your or the Company may terminate employment at any time, with or without cause. In addition, by signing this letter, you acknowledge that this letter sets forth the entire agreement between you and the Company regarding your employment with the Company, and fully supersedes any prior agreements or understandings, whether written or oral.

Very truly yours,

/s/ Mark P. Frissora

Mark P. Frissora
Chairman of the Board
Chief Executive Officer

ACCEPTANCE

I, Thomas C. Kennedy, have read, understand, and having had the opportunity to obtain independent legal advice hereby voluntarily accept and agree to the terms and conditions for employment as outlined in this letter and I agree to do all things and to execute all documents necessary to give effect to the terms and conditions of employment as outlined in this letter, including but not limited to my execution of the Employee Confidentiality & Non-Competition Agreement.

/s/ Thomas C. Kennedy		12/2/13
Name:		Date:

cc: LeighAnne Baker

Exhibit 99.1

FOR IMMEDIATE RELEASE	Contact:	Richard Broome
		239.552.5558
		rbroome@hertz.com

TOM KENNEDY APPOINTED HERTZ CFO

PARK RIDGE, NJ, December 2, 2013 — The Hertz Corporation ( NYSE: HTZ) announced today that Thomas (Tom) C. Kennedy has been appointed Senior Executive Vice President and Chief Financial Officer, effective December 9, 2013. David J. Rosenberg, who has been serving as interim Chief Financial Officer since October 1, 2013, will assist Mr. Kennedy during a transition period, before taking on another senior role in the Company’s Finance area.

Mr. Kennedy has been serving as Executive Vice President and Chief Financial Officer of Hilton Worldwide, Inc. since 2008. In this capacity, he has been instrumental in driving the transformation of Hilton including balance sheet restructuring and deleveraging initiatives, financial planning and forecasting process improvements, and companywide efficiency programs, all leading to significant shareholder value creation. From 2003 through 2007, Mr. Kennedy served as Executive Vice President and Chief Financial Officer for the Vanguard Car Rental Group (National Car Rental and Alamo Rent-A-Car brands). He was part of the senior leadership team which engineered the transformation and ultimate sale of Vanguard’s European business to Eurazeo and the sale of the North American business to Enterprise Rent-a-Car. At Hilton and Vanguard, Mr. Kennedy also helped lead headquarter relocation initiatives. From 1992 through 2003, Mr. Kennedy worked for Northwest Airlines, Inc. in numerous roles with increasing management responsibility, primarily in the company’s financial areas, including serving two years as the financial controller for Asia based in Tokyo, Japan. Mr. Kennedy was Senior Vice President and Controller when he left Northwest for Vanguard in 2003. He holds a BA degree in Economics, summa cum laude, from Tulane University and an MBA from Harvard University.

“Tom has demonstrated excellent leadership skills in two previous CFO assignments with multi-national, travel industry companies,” said Hertz Chairman and Chief Executive Officer Mark P. Frissora. “His experience will be invaluable at Hertz as we continue to integrate Dollar Thrifty and evaluate strategic options and future capital deployment strategies going forward,” Frissora added.

About Hertz

Hertz Global Holdings, through its subsidiary The Hertz Corporation (“Hertz,” the “Company” or “we”), operates its car rental business through the Hertz, Dollar and Thrifty brands from approximately 10,460 corporate, licensee and franchisee locations in North America, Europe, Latin America, Asia, Australia, Africa, the Middle East and New Zealand. Hertz is the largest worldwide airport general use car rental brand, operating from approximately 8,960 corporate and licensee locations in approximately 150 countries. Our Dollar and Thrifty brands have approximately 1,500 corporate and franchisee locations in 85 countries. Our Hertz brand name is one of the most recognized in the world, signifying leadership in quality rental services and products. We are one of the only car rental companies that has an extensive network of company-operated rental locations both in the United States and in all major European markets. We believe that we maintain the leading airport car rental brand market share, by overall reported revenues, in the United States and at 120 major airports in Europe where we have company-operated locations and where data regarding car rental concessionaire activity is available. We believe that we also maintain the second largest market share, by overall

reported revenues, in the off-airport car rental market in the United States. In our equipment rental business segment, we rent equipment through approximately 340 branches in the United States, Canada, France, Spain, China and Saudi Arabia, as well as through our international licensees. We and our predecessors have been in the car rental business since 1918 and in the equipment rental business since 1965. We also own Donlen Corporation, based in Northbrook, Illinois, which is a leader in providing fleet leasing and management services.

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