Exhibit 10.17


 


CCMG Holdings, Inc.

c/o M&C Corporate Services Limited

P.O. Box 309GT

Ugland House

South Church Street

George Town, Grand Cayman

Cayman Islands, British West Indies


 


October
19, 2005


Amended
and Restated as of


November
15, 2005


 


Mr.
Craig Koch

c/o The Hertz Corporation

225 Brae Boulevard

Park Ridge, New Jersey 07656


 


Dear
Craig:


 


We at
CCMG Holdings, Inc. (“Holdings”) recognize your extraordinary efforts and
success at building Hertz into the world class leader that it is, and we value
your ongoing commitment to Hertz as it approaches this newest phase in its
growth.  You and the management team you
have built are key factors in our confidence as we look toward that future.


 


At the
same time, we appreciate that, for personal and family reasons, you have begun
to think about your retirement from Hertz. 
In that context, we are delighted that you have agreed to defer your
possible retirement until well after the closing of the sale of Hertz to
Holdings.  We see this as another example
of the dedication and leadership that has marked your career and added to Hertz’s
success.


 


In
connection with your decision to defer your retirement and remain as Chief
Executive Officer of Hertz through the end of 2006, we would like to assure you
of the following that will apply once Holdings acquires Hertz:


 


1.             Your salary, bonus and benefits
will continue though December 31, 2006, even if Holdings were to request your
retirement for any reason before that date. 
Your bonus will be 100% of your base salary.


 


2.             So that your benefits under the
Company’s SERPs (i.e., the Supplemental Retirement and Savings Plan and the
Supplemental Executive Retirement Plan) are not impacted by changes in interest
rates, upon your retirement at the end of 2006 (or if Holdings were to request
your retirement for any reason before that date), to the extent your benefits
under the SERPs are calculated using then-applicable interest rates (as might
be the case for a lump-sum payment of the benefit you have accrued through your
career at Hertz), those benefits will be calculated using the lower of the rate
applicable based on your actual date of retirement and the rate that would have
been applicable had you retired on December 31, 2005.


 


3.             Upon your retirement at the end of
2006 (or if Holdings were to request your retirement for any reason before that
date), your retirement will be treated as an “approved retirement” for purposes
of the Hertz Corporation Long-Term Compensation Plan, and as payment for all
outstanding awards you will be paid 100% of your target award grants for years


 

















 


2006, 2007 and 2008 in the form of a lump sum payment
of $2.4 million made no later than March 15, 2007.


 


4.             You will, of course, remain
entitled to all post-retirement benefits that you have earned.


 


You agree
to keep the terms of this letter agreement confidential and not to disclose its
terms to anyone other than your legal and financial advisors (subject to their
maintaining it in confidence), provided that the foregoing shall not be deemed
to restrict any disclosure obligations under applicable law.


 


Craig,
your ongoing commitment to Hertz as it embarks on this latest challenge will
make a real difference.  Your leadership
in the launch of this new effort is certain to add to its success.  It is greatly appreciated.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
  CCMG Holdings, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David H. Wasserman

  	
   

  
	
   

  	
   

  	
  David Wasserman on

  
	
   

  	
   

  	
  behalf of George Tamke

  



 


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