Exhibit 10.44


 


	
  MARK P. FRISSORA

  	
  HERTZ GLOBAL HOLDINGS, INC.

  
	
  CHAIRMAN OF THE BOARD

  	
  225 BRAE BOULEVARD, PARK RIDGE, NJ 07656-0713

  
	
  CHIEF EXECUTIVE OFFICER

  	
  PHONE:

  	
  (201) 307-2800

  
	
   

  	
  FAX:

  	
  (201) 307-2603

  
	
   

  	
  E-MAIL: mfrissora@hertz.com

  
	
   

  	
   

  
	
   

  	
  December 18, 2008

  



 


Mr. Joseph R. Nothwang


c/o The Hertz Corporation


225 Brae Boulevard


Park Ridge, NJ 07656


 


Dear
Joe:


 


This
letter acknowledges the discussions we have recently been having regarding your
plans to retire from Hertz.  As we have
discussed, we view your continued employment over the next year as one of the
keys to Hertz’s success in the current challenging economic environment.  You have expressed your willingness to remain
with Hertz through December 31, 2009, subject to the terms and conditions
of this letter.


 


1.                                      Continued
Employment through December 31, 2009. 
Subject to the terms and conditions of this letter, you have agreed to
remain employed with Hertz in your current role of Executive Vice President and
President, Vehicle Rental and Leasing, The Americas and Pacific through December 31,
2009, at which time you plan to retire.


 


2.                                      Payment
in Lieu of Severance.  As you know, Hertz
and you previously agreed that, if you resigned from the company on or before June 21,
2009 because you determined that certain of your job responsibilities had been
adversely affected by certain management changes, you would be entitled to
receive the severance pay and benefits under the Change in Control Agreement,
dated as of February 1, 2008, entered into by you and Hertz Global Holdings, Inc.
(the “CIC Agreement”).  In consideration
of your agreement to remain with Hertz through December 31, 2009, Hertz
will pay you $3,837,708, which represents the cash severance pay to which you
would have been entitled under the CIC Agreement determined as if your
employment had terminated on December 31, 2008.  This payment will be made to you in a lump
sum on the first payroll date occurring on or after January 1, 2009.


 


3.                                      Supplemental
Retirement Benefits.  You currently
participate in Hertz’s tax-qualified retirement plan (the “Retirement Plan”) as
well as its Supplemental Retirement and Savings Plan (the “SRSP”) and
Supplemental Executive Retirement Plan (“SERP II”).  We have agreed to the following with respect
to your accrued benefits under these plans:


 


(a)           The portion of your accrued benefit
under the SRSP which is grandfathered under Section 409A of the Code, will
be paid to you in a lump sum within five days of the date that you execute this
letter.  The amount of this payment is
$3,921,858.


 

















 


(b)           The remaining portion of your accrued
benefit under the SRSP, which is not grandfathered, as well as your accrued
benefit under SERP II will be paid to you in a lump sum on the first payroll
date occurring on or after January 1, 2009.  The aggregate of these two payments is
$5,283,745.  This amount also includes
the enhancement to your SERP II accrued benefit under Section 4(iv)(C) of
the CIC Agreement.  Your accrued benefit
under these plans will be determined as if you had retired and received a lump
sum payment on December 31, 2008.


 


(c)           You will cease to accrue benefits
under the SRSP and SERP II as of December 31, 2008.  However, you will continue to participate in
the Retirement Plan while you are a Hertz employee, and your accrued benefit
under the Retirement Plan will be paid to you when you retire in accordance
with the generally applicable terms and conditions of the Retirement Plan.


 


4.                                      Extended
Option Exercise Period and Accelerated Vesting. 
So long as you remain actively employed through December 31, 2009,
(or, if earlier, the date of your termination of employment by reason of your
death or permanent disability), the post-retirement exercise period applicable
to your Hertz Global Holdings, Inc. stock options will be one year.  Additionally, any stock options that would
vest in accordance with the terms of any such option awards during 2010, shall
be accelerated and shall vest as of December 31, 2009, (or, if earlier,
the date of your termination of employment by reason of your death or permanent
disability), and in the case of such accelerated stock option awards, the post
retirement exercise period shall be one year.


 


5.                                      Other
Benefits.  It is the Company’s
intention that any and all benefits to which you may be entitled pursuant to
the CIC Agreement and letter agreement dated February 1, 2008, and which
have not been accelerated by the terms of this letter agreement, shall be paid
or maintained for your benefit as the case may be in accordance with the terms
of the CIC Agreement and letter agreement dated February 1, 2008 following
your retirement.


 


6.                                      Excise
Tax Gross-Up Payment.  We do not expect
that the indemnification for golden parachute excise taxes set forth in Section 5
of the CIC Agreement will apply to you. 
However, Hertz acknowledges its continuing obligation to you under Section 5
of the CIC Agreement.


 


7.                                      Release.  You will execute the release of claims
attached to the CIC Agreement on December 31, 2009.


 


8.                                      Terms
and Conditions of Employment.  During the
period commencing on the date of this letter and ending on December 31,
2009, you will continue to participate in the senior executive plans, programs
and arrangements of Hertz and its affiliates, with the following exceptions: (1) you
will not be granted any equity compensation during 2009; (2) because the
payment pursuant to paragraph 2 above includes a target bonus amount, you will
not receive a bonus in respect of Hertz’s 2008 fiscal year; (3) as noted
in paragraph 3 above, you will cease to accrue benefits in the SRSP and SERP II
as of December 31, 2008; and (4) in no event will a termination of
your employment prior to December 31, 2009 (whether by you or by Hertz)
entitle you to severance pay.  For the
avoidance of doubt, I confirm that you will participate in any and all bonus
compensation plan established for the members of the senior management team in
2009 and will be entitled to receive payment of the bonus amounts due under the
terms of any


 


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such plan or plans at the
time when such payments are made by the Company to the senior management team
but in no event later than March 31, 2010. 
In response to your request for clarification of your 2009 compensation
in the event of an involuntary termination of your employment, I confirm the
Company’s intention to pay your full base salary and the full amount due under
all bonus compensation plans established for the members of the senior
management team in accordance with the plan provision and on the basis of
service through your planned retirement on December 31, 2009.


 


Joe,
we are delighted that you have decided to remain with the company and look
forward to working with you in 2009.


 


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  /s/ Mark P. Frissora

  
	
   

  	
   

  
	
   

  	
  Mark P. Frissora

  
	
   

  	
  Chairman of the Board

  
	
   

  	
  Chief Executive Officer

  



 


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