Exhibit 10.10


 


THE HERTZ CORPORATION


BENEFIT EQUALIZATION PLAN


(as amended and restated
effective January 1, 2005)


(as further amended effective December 31,
2008)


 


The Hertz Corporation, with its principal office at 225 Brae Boulevard,
Park Ridge, New Jersey, by action of its Board of Directors, adopted, effective
January 1, 1996, a Benefit Equalization Plan (the “Plan”) to provide a
select group of management and highly compensated employees a program
supplementing benefits payable to them under The Hertz Corporation Account
Balance Defined Benefit Pension Plan (the “Retirement Plan”).  This Plan provides equalization benefits that
cannot be provided under the tax qualified Retirement Plan because of
limitations imposed by Sections 415 and 401(a)(17) of the Code.


 


The Plan is hereby amended and restated, effective as of January 1,
2005, in order to conform the Plan to the requirements of Code Section 409A.  The Company has determined that it does not
wish to distinguish the treatment of benefits accrued and vested by December 31,
2004 from that of benefits accrued or vested after that date.  Accordingly, the Company intends that this
amendment and restatement constitute a material modification of the Plan as in
effect on October 3, 2004 and that, consequently, all benefits under the
Plan be administered on a unitary basis subject to Code Section 409A.  The Plan was amended and restated again,
effective as of December 31, 2008, in order to reflect the operation of
the Plan pursuant to final regulations issued under Section 409A and to
bring the plan into documentary compliance thereunder.


 


ARTICLE 1.
- DEFINITIONS


 


Capitalized words and phrases used herein, but which are not defined
herein, shall have the same meaning ascribed to them in the Retirement
Plan.  In addition, the following
definitions shall apply for purposes of this Plan:


 

















 


	
  1.1

  	
   

  	
  Beneficiary

  	
   

  	
  -

  	
   

  	
  The person designated in writing, on such form as the Committee may
  prescribe, to receive any benefits with respect to such Participant in the
  event of his or her death. Such beneficiary designation may be changed at any
  time.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.2

  	
   

  	
  Code

  	
   

  	
  -

  	
   

  	
  The Internal Revenue Code of 1986, as amended from time to time, and
  applicable rules and regulations thereunder. Reference to any section of
  the Code shall be to that section as it may be renumbered, amended,
  supplemented or reenacted.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.3

  	
   

  	
  Committee

  	
   

  	
  -

  	
   

  	
  The Pension and Welfare Plans Administration Committee appointed by
  the Company, or any successor to that committee.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.4

  	
   

  	
  Company

  	
   

  	
  -

  	
   

  	
  The Hertz Corporation, or any successor thereto.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.5

  	
   

  	
  Employee

  	
   

  	
  -

  	
   

  	
  An employee of the Company.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.6

  	
   

  	
  Equalization
  Benefit

  	
   

  	
  -

  	
   

  	
  The benefit payable to a Participant pursuant to this Plan.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.7

  	
   

  	
  Limitations

  	
   

  	
  -

  	
   

  	
  Limitations on benefits and compensation imposed on the Retirement
  Plan by Sections 415 and 401(a)(17) of the Code.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.8

  	
   

  	
  Participant

  	
   

  	
  -

  	
   

  	
  An Employee who meets the participation requirements of
  Article 2.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.9

  	
   

  	
  Retirement Plan

  	
   

  	
  -

  	
   

  	
  The Hertz Corporation Account Balance Defined Benefit Pension Plan,
  as amended from time to time.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.10

  	
   

  	
  SEP

  	
   

  	
  -

  	
   

  	
  The Hertz Corporation Supplemental Executive Pension Plan, as amended
  from time to time.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.11

  	
   

  	
  SERP I

  	
   

  	
  -

  	
   

  	
  The Hertz Corporation Supplemental Retirement and Savings Plan, as
  amended from time to time.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.12

  	
   

  	
  SERP II

  	
   

  	
  -

  	
   

  	
  The Hertz Corporation Supplemental Executive Retirement Plan, as
  amended from time to time.

  



 


ARTICLE 2. - PARTICIPATION IN THE PLAN


 


An Employee shall become a Participant if, on or after January 1,
1996, his Retirement Plan benefits are restricted by the Limitations; provided,
however that: a) such Employee does not participate in the SEP or SERP I; and
b) the senior human resources officer of the Company


 


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determines that such Employee is both (i) a member of a “select
group of management or highly compensated employees” and (ii) eligible to
participate in the Plan.


 


ARTICLE 3. - EQUALIZATION BENEFITS


 


3.1                                 A
Participant’s Equalization Benefit shall be equal to the difference between the
amount that would have been credited to his “Cash Balance Account” under the
Retirement Plan without regard to the Limitations and the amount actually
credited to his Cash Balance Account.


 


3.2                                 If
no election is made in accordance with Section 3.3, the Equalization
Benefit shall be paid in a lump sum within 90 days following the later of the
Participant’s attainment of age 55 or his separation from service.


 


3.3                                 If
the Participant, subject to Sections 3.4, 3.5 and 3.6, so elects in writing, in
accordance with such rules and procedures as established by the Committee,
his Equalization Benefit will be distributed as follows:


 


(a)                                 on the date selected
by the Participant for payments to be made (or commence), but not earlier than
the later of his attainment of age 55 or his separation from service, nor later
than the April 1st of the calendar year immediately following the
calendar year in which he attains age 701⁄2; and


 


(b)                               in the form of any
option available under the Retirement Plan that the Participant selects.


 


Such election must be made
by December 31, 2005 with respect to any Participant as of December 31,
2005.  Any such Participant who fails to
make a timely election under Section 3.3 will be deemed to have elected
the time and method of payment of Section 3.2.  The election of a new or current Employee
first becoming a Participant after 2005


 


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shall be made not later than
January 30th of the
calendar year following the calendar year in which the Participant first
accrues an Equalization Benefit under the Plan; provided that
an Employee who participates in SERP II and who thereafter becomes a
participant in this Plan shall be deemed to have elected the same time and
method of payment as applicable to his benefit under SERP II.


 


A Participant who made a
timely election under this Section 3.3, or whose time and method of
distribution is determined pursuant to Section 3.2, may elect to delay the
date of distribution to another date permitted under (a) above or change
the form of distribution to another form permitted under (b) above (such
election, a “Subsequent Deferral Election”), provided that:


 


(a)                                such election will not
take effect until at least 12 months after the date on which the election is
made;


 


(b)                               such election must be
made not less than 12 months prior to the date on which payment of such
distribution would otherwise have been made or commenced (in the absence of
such election); and


 


(c)                               the payment (commencement)
date chosen must be not less than five years after the date that the
distribution would have otherwise been made (or commenced).


 


Such Subsequent Deferral
Election must be made in the manner specified by the Committee and in
accordance with the subsequent deferral and anti-acceleration provisions of
Code Section 409A(a)(4)(C) and related regulations.  A Participant’s election among actuarially
equivalent annuity forms available under the Plan (determined as permitted
under the regulations promulgated under Section 409A) prior to the


 


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commencement date shall not
be treated as a Subsequent Deferral Election and shall instead be immediately
effective.  In no event shall a
Participant’s Subsequent Deferral Election result in a change to the time and
method of distribution of benefits to the Participant under SERP I or SERP II.


 


3.4                                 Notwithstanding
any other provision of the Plan to the contrary, if at the time a Participant
separates from service he is a “specified employee” of the Company, as defined
in Code Section 409A(a)(2)(B) and related regulations, payment to him
of benefits under the Plan cannot commence (or be made) until the latest of


 


(a)                                the lapse of six months following his
separation from service (the “Six-Month Delay”);


 


(b)                               his attainment of age 55; or


 


(c)                                the date selected under Section 3.3(a).


 


To give effect to the Six
Month Delay, all payments otherwise payable to the Participant during such
six-month period shall be retained by the Company and shall be paid within 30
days following the expiration of such six-month period.


 


3.5                                 Notwithstanding
anything in this Plan or the Retirement Plan to the contrary, in the event of
the Participant’s death, the Participant’s Equalization Benefit under this Plan
shall automatically be paid to the Participant’s Beneficiary in the form of a
lump sum distribution within 90 days following the Participant’s death.


 


3.6                                 If
at the time a Participant separates from service the present value of his
Equalization Benefit does not exceed $10,000, his benefits shall be distributed
in a lump sum payment in cash within 90 days following the later of the
Participant’s attainment of age 55 or his separation from service.


 


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3.7                                 A
Participant may request the withdrawal of such portion of his Supplemental
Benefit (not in excess of the total vested amount of such benefits) as is
needed to satisfy an “unforeseeable emergency” within the meaning of Code Section 409A(a)(2)(B)(ii).  Such withdrawal may include taxes reasonably
anticipated to be incurred as a result of such withdrawal.  An “unforeseeable emergency” means a severe
financial hardship resulting from the illness or accident of the Participant,
his spouse, or his dependent (as defined in Section 152(a) of the
Code); loss of his property due to casualty; or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond his
control.  The Committee will make the
determination of “unforeseeable emergency,” in accordance with the provisions
of this Section 4.7.  The following
provisions apply to withdrawals for “unforeseeable emergency”:


 


(a)                                The unforeseeable
emergency must require a withdrawal of at least $5,000.


 


(b)                               A
Participant must submit to the Committee a withdrawal request, in accordance
with such uniform and nondiscriminatory procedure as may be established by the
Committee.


 


(c)                                The
Committee shall determine whether a withdrawal request conforms to the
requirements described in this Section 4.7 and shall notify the Company of
any payments to be made in a timely manner. 
The Committee’s decision to allow a Participant to withdraw all or part
of his Supplemental Benefit in connection with an “unforeseeable emergency”
will be based on the facts and circumstances of each case; provided, that in no
event will an event constitute an “unforeseeable emergency” hereunder


 


6

















 


if such event is or may be relieved through
reimbursement or compensation from insurance or otherwise or by liquidation
would not cause severe financial hardship). 
Any request to make a withdrawal by a member of the Committee may be
approved only by disinterested members of the Committee.


 


(d)                               The Company will make a single sum cash
payment to the Participant within 90 days following approval of a withdrawal
request under this Section 4.7.


 


3.8                                 Participation
in the Plan shall cease when all the Participant’s benefits have been
distributed.


 


ARTICLE 4. - ADMINISTRATION


 


The Plan shall be administered and interpreted by the Committee.  The Committee is authorized from time to time
to establish such rules and regulations as it may deem appropriate for the
proper administration of the Plan, and to make such determinations under, and
such interpretations of, and to take such steps in connection with, the Plan as
it may deem necessary or advisable.  Each
determination, interpretation, or other action by the Committee shall be in its
sole discretion and shall be final, binding and conclusive for all purposes and
upon all persons.


 


ARTICLE 5. - FUNDING


 


The benefits payable under this Plan shall constitute an unfunded
obligation and an unsecured promise of the Company.  The Plan constitutes a mere promise by the
Company to make Equalization Benefit payments in the future.  Payments shall be made, when due, from the
general funds of the Company.  Anything
in this Article 5 to the contrary notwithstanding, the Company may
establish a grantor trust (or other investment or holding vehicle permitted
under


 


7

















 


Section 409A) to assist it in meeting its obligations under the
Plan and may provide for such investments in connection therewith, including
the purchase of insurance or annuity contracts, as it may deem desirable;
provided that any such investments shall be subject to the claims of the
Company’s general creditors.  No person
eligible for a benefit under this Plan shall have any right, title, or interest
in any assets held to assist the Company to pay Equalization Benefits.


 


ARTICLE 6. - AMENDMENT AND TERMINATION


 


6.1                                 While
the Company intends to maintain this Plan in conjunction with the Retirement
Plan for so long as desirable, the Company reserves the right to amend or to
terminate this Plan by action of its Board of Directors, in its sole
discretion, for whatever reason it may deem appropriate but subject to the
requirements of Code Section 409A. 
No amendment to or termination of the Plan, however, shall reduce the
Equalization Benefits accrued as of the effective date of such amendment or
termination.


 


6.2                                 References
herein to a Participant’s “separation from service” or “termination of
employment” (and corollary terms) with the Company shall be construed to refer
to a Participant’s “separation from service” (as determined under Treas. Reg. Section 1.409A-1(h),
as uniformly applied by the Company) with the Company.  For avoidance of doubt, whenever a provision
under this Plan specifies a payment period with reference to a number of days,
the actual date of payment within the specified period shall be within the sole
discretion of the Company.  In the event
that the Company reasonably determines that any provision of this Plan is
subject to and does not comply Section 409A of the Code, the Company shall
have the right to adopt such amendments to this Plan or adopt other policies or
procedures (including amendments, policies and procedures with retroactive
effect), or take any other commercially reasonable actions necessary or


 


8

















 


appropriate to comply with the requirements
of Section 409A of the Code and related Department of Treasury guidance;
provided, that in no event shall any provision of this Plan be construed to
constitute an indemnification of any Participant by the Company for a violation
of Section 409A of the Code.  In
addition, the Company reserves the right, after additional guidance is issued
with respect to Code Section 409A and on a uniform basis, by amendment or
otherwise, to permit new or modified Participant elections, to declare
Participant elections void or to take any other actions the Company deems
necessary or desirable in order to conform such Participant elections to
guidance issued pursuant to Code Section 409A or to achieve the goals of
the Plan without having an adverse tax impact on Participants under Code Section 409A.


 


6.3                                 Upon
termination of the Plan, the Company shall continue to pay benefits hereunder
as they become due pursuant to Article 3 as if the Plan had not terminated,
provided that, the Company may terminate the Plan and make
lump sum distributions of the benefits of Participants only in any
circumstances permitted under Code Section 409A.  After Participants and their Beneficiaries
are paid the Plan benefits to which they are entitled, the obligations of the
Company shall be satisfied and Participants and their Beneficiaries shall have
no further claims against the Plan, the trust (if any), the Company or any
affiliated company.


 


ARTICLE 7.- CLAIM AND APPEAL PROCEDURE


 


7.1                                 Claims
for benefits under the Plan shall be submitted in writing to the Committee (or
its delegate) on a form prescribed for such purpose.  Within 90 days after its receipt of any claim
for a benefit under the Plan, the Committee (or its delegate) shall give
written notice to the claimant of its decision on the claim unless the
Committee (or its delegate)


 


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determines that special circumstances require
an extension of time for processing the claim. 
If an extension of time for processing the claim is needed, a written
notice shall be furnished to the claimant within the 90-day period referred to
above which states the special circumstances requiring the extension and the
date by which a decision can be expected, which shall be no more than 180 days
from the date the claim was filed.  If a
claim for benefits is being denied, in whole or in part, such notice shall be
written in a manner calculated to be understood by the claimant and shall
include:


 


(a)                                the specific reason or
reasons for such denial;


 


(b)                               specific references to
Plan provisions upon which the denial is based;


 


(c)                               a description of any
additional material or information which may be needed to perfect the request,
including an explanation of why such material or information is necessary; and


 


(d)                               an explanation of the
Plan’s claim review procedures and the time limits applicable to such
procedures, including a statement of the claimant’s right to bring a civil
action under ERISA Section 502(a) following an adverse benefit
determination on appeal.


 


7.2                                 Any
claimant whose claim for benefits has been denied by the Committee (or its
delegate) may appeal to the Committee for a review of the denial by making a
written request therefor within 60 days of receipt of a notification of
denial.  Any such request may include any
written comments, documents, records and other information relating to the
claim and may include a request for “relevant” documents to be provided free of
charge.  The claimant may, if he chooses,
request a representative to make such written submissions on his behalf.  The claimant will be afforded a full and fair
review that takes


 


10

















 


into account all such comments, documents,
records and other information, whether or not they were submitted or considered
in the initial benefit determination and without deference to the initial
benefit determination.


 


Within 60 days after receipt
of a request for an appeal, the Committee shall notify the claimant in writing
of its final decision.  If the Committee
determines that special circumstances require additional time for processing,
the Committee may extend such 60-day period, but not by more than an additional
60 days, and shall notify the claimant in writing of such extension.  If the period of time is extended due to a
claimant’s failure to submit information necessary to decide a claim, the
period for making the benefit determination on appeal shall be tolled from the
date on which the notification of the extension is sent to the claimant until
the date on which the claimant responds to the request for additional
information.


 


In the case of an adverse
benefit determination on appeal, the Committee will provide written
notification to the claimant, set forth in a manner calculated to be understood
by the claimant, of:


 


(a)                                the specific reason or
reasons for the adverse determination on appeal;


 


(b)                               the specific Plan
provisions on which the denial of the appeal is based;


 


(c)                                a
statement that the claimant is entitled to receive, upon request and free of
charge, reasonable access to, and copies of all documents, records, and other
information “relevant” to the claimant’s claim for benefits; and


 


(d)                               a statement of the
claimant’s right to bring a civil action under ERISA Section 502(a).


 


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For purposes of this
Section, a document, record or other information shall be considered “relevant”
to a claimant’s claim if such document, record or other information:  (i) was relied upon in making the
benefit determination; (ii) was submitted, considered, or generated in the
course of making the benefit determination, without regard to whether such
document, record, or other information was relied upon in making the benefit
determination; or (iii) demonstrates compliance with the administrative
processes and safeguards required in making the benefit determination.


 


ARTICLE 8. - GENERAL PROVISIONS


 


8.1                                 Except
as may be required by law, no benefit payable under the Plan is subject in any
manner to anticipation, assignment, garnishment, or pledge; and any attempt to
anticipate, assign, garnish or pledge the same shall be void.  No such benefits will in any manner be liable
for or subject to the debts, liabilities, engagement, or torts of any
Participant or other person entitled to receive the same, and if such person is
adjudicated bankrupt or attempts to anticipate, assign, or pledge any such
benefits, the Committee shall have the authority to cause the same or any part
thereof to be held or applied to or for the benefit of such Participant, his
spouse, children or other dependents, or any of them, in such manner and in
such proportion as the Committee may deem proper.  Notwithstanding the preceding sentences:


 


(a)                                If
a Participant becomes entitled to a distribution of benefits under the Plan and
if at such time the Participant has outstanding any debt, obligation or other
liability representing an amount owing to the Company, the Company may offset
such amount owed to it against the amount of benefits otherwise distributable
from the Plan.  Such


 


12

















 


determination shall be made by the Committee
after notification from the Company.


 


(b)                               The
Committee shall establish such procedures as it deems appropriate with respect
to domestic relations orders, as defined in Code Section 414(p)(1)(B),
pertaining to the Plan.  No payment shall
be made under such a domestic relations order unless the order complies with
the procedures established by the Committee.


 


8.2                                 To
the extent permitted by law, the Company shall indemnify the members of the
Committee from all claims for liability, loss or damage (including payment of
expenses in connection with the defense against such claim) arising from any
act or failure to act which constitutes a breach of such individual’s
responsibilities under any applicable law. 
This shall not include actions which may be held to include criminal
liability under applicable law.  The
provisions of this Section 8.2 shall survive termination of the Plan.


 


8.3                                 If
a Participant or Beneficiary entitled to receive any Equalization Benefit is a
minor or is deemed by the Committee or is adjudged to be legally incapable of
giving valid receipt and discharge for such benefits, payment of such
Equalization Benefit will be made to the duly appointed legal guardian or
representative of such minor incompetent or to such other legally appointed
person as the Committee may designate. 
Such payment shall, to the extent made, be deemed a complete discharge
of any liability for such payment under the Plan.


 


8.4                                 The Company shall have the right to deduct
from any Equalization Benefit payments any taxes required to be withheld with
respect to such payments.


 


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8.5                                 Nothing
contained in the Plan shall be construed as a contract of employment between
the Company and any Participant, or as a right of any Participant to be
continued in the employment of the Company, or as a limitation on the right of
the Company to terminate the employment of any of its employees, with or
without cause, and with or without notice, at any time, at the option of the
Company.


 


8.6                                 Any
masculine personal pronoun shall be considered to mean also the corresponding
female or neuter personal pronoun, as the context requires.


 


8.7                                 The
provisions of this Plan shall be construed in accordance with the laws of the
State of Delaware.


 


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