Document

Exhibit 10.31.1





February 27, 2019




Mr. Dave Galainena
5877 Hammock Isles Circle 
Naples FL 34119


Dear Dave,


I am very pleased to confirm our offer of employment with The Hertz Corporation (the “Company" or "Hertz") in the position of Executive Vice President and General Counsel. This position will report directly to Kathryn Marinello, President and Chief Executive Officer and will be based out of the Estero, FL headquarters. Your start date will be 1 April 2019.


Your base salary will be $18,269.24 paid on a bi-weekly basis, which equates to an annualized salary of $475,000. 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 will be eligible to participate in the Hertz Incentive Plan which provides for a target award in 2019 of 60% of your base salary. For 2019 your target award will be prorated for actual days employed.  Actual payout is contingent upon the Company’s performance and your individual performance. Details of this plan will be provided to you upon commencement of your employment, and determination of actual payout is subject to the terms of the plan. 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 annual equity awards beginning in 2019 and beyond at a target amount of $650,000. Generally, equity grants for all key executives and key employees are subject to approval by the Compensation Committee of the Hertz Board of Directors and are subject to its sole and exclusive discretion. Awards generally 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 (or such other equity awards), as determined in the Committee's sole and exclusive discretion. Grants are made in accordance with the Company's Equity Grant Policy. Materials and details regarding this plan will be sent to you under separate cover, once employment is commenced.


You will be eligible for a company-provided vehicle for your personal and professional use. The service vehicle policy will be reviewed with you and guidelines for choosing your vehicle will be
























Dave Galainena
Page 2 of 5


provided upon commencement of your employment. Under the current policy, you will be eligible for a replacement vehicle every three years or 36,000 miles, whichever comes first.  Hertz retains the right and sole discretion to amend, modify or rescind such policy at any time and for any reason.


You will be eligible for four weeks' vacation per the terms and conditions of The Hertz Corporation vacation policy.


Hertz provides you the opportunity to participate in a comprehensive employee benefits program; This benefits program currently offers you numerous coverage options for:


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


You choose when you want coverage to begin:


•Standard benefits coverage begins the first day of the month following sixty (60) consecutive days of employment.


•Day One Coverage begins on day one - your date of hire. If you choose to elect Day One Coverage, you can enroll in medical, dental, and vision coverage and you'll pay 100% of the premiums until the Hertz premium subsidy starts on the first day of the month following 60 days of employment.


In a few weeks, you’ll receive a New Hire Guide at your home address. The guide will give you more information. about Hertz benefits, including detailed information about when your benefits will begin (Standard vs. Day One Coverage) and how to enroll.


You will also be eligible for reimbursement up to $4,000 annually for Financial Planning Services with the provider of your choice.


Additionally, you're eligible to contribute to the Hertz Income Savings Plan (401k Plan) on the first day of the month following 60 days of employment. In accordance with the current terms of the 401k Plan, Hertz matches your contributions (both before-tax and Roth after-tax contributions) dollar for dollar on the first 3% of your Eligible Compensation you contribute and 50 cents on the dollar for the next 2% of your Eligible Compensation you contribute. The Company match starts when you’re eligible to contribute to the 401(k) Plan, and you’re always 100% vested in  the contributions you or the Company make to the 401k Plan, and any related investment earnings. Contributions and benefits under the 401k Plan are determined in accordance with the terms of the 401k Plan, and Hertz retains the right and sole discretion to amend, modify or rescind the 401k Plan at any time and for any reason.
















Dave Galainena 
Page3 of 5


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 fundament 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 from 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) determines 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.


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


















Dave Galainena 
Page 4 of 5




The foregoing terms and conditions and representations and warranties 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 foregoing terms and conditions or should the  foregoing  representations  and  warranties  be  inaccurate  or  false, it will  result  in  your immediate termination from the Company, and if the breach is because the amounts you certified that you forfeited with your current employer are incorrect, you will be required to repay Hertz any amount you receive based on such incorrect certification. In addition, you agree that yoμ will indemnify and hold harmless 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 foregoing representations and warranties.


In the event your position with Hertz is eliminated or your employment is terminated for any reason other than for cause and other than your voluntary resignation, you will be paid severance in accordance with the Hertz Senior Executive Severance Plan which provides for a severance payment equal to 18 months of your salary and bonus. Subject to its terms, Hertz retains the tight and sole discretion to amend, modify or rescind such plan at any time and for any reason.


Payment of any such severance shall be contingent upon the execution of a General Release, including non-competition and non-disclosure provisions, in a form prescribed by Hertz.


All payments and benefits described in this letter shall be subject to applicable tax withholdings and other standard payroll deductions.


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 you 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.


Dave, we are pleased you are considering joining Hertz and look forward to the opportunity to work with you.


Very truly yours,




/s/ Kathy Marinello
Kathy Marinello
Chief Executive Officer






























Dave Galainena 
Page 5 of 5




ACCEPTANCE


I, Dave Galainena, as of the date first written above, have read and understand, and, having had the opportunity to obtain independent legal advice, hereby voluntarily accept and agree to, the terms and conditions of 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/ David Galainena
David Galainena