Exhibit 10.41


 


	
  MARK
  P. FRISSORA

  	
   

  	
  THE HERTZ CORPORATION

  
	
  CHAIRMAN
  OF THE BOARD

  	
   

  	
  225 BRAE
  BOULEVARD, PARK RIDGE, NI 07656-0713

  
	
  CHIEF
  EXECUTIVE
  OFFICER

  	
   

  	
  PHONE:

  	
  (201)
  307-2800

  
	
   

  	
   

  	
  FAX:

  	
  (201)
  307-2603

  
	
   

  	
   

  	
  E-MAIL: mfrissora@hertz.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   
  February 1, 2008

  



 


Mr. Joseph R. Nothwang


Executive Vice President and President Vehicle Rental


and Leasing, The Americas & Pacific


The Hertz Corporation


225 Brae Boulevard


Park Ridge, NJ 07656


 


Dear Joe:


 


This is to acknowledge our discussions, and the understandings we have
reached, regarding the Change In Control Agreement between Ford Motor Company
and you (“CIC”). As you are aware, because of the expiration of the CIC, the Compensation
Committee has approved a new Change In Control Agreement (“New CIC”) for you
and other executives and key employees to replace it. The New CIC, like its
predecessor, is intended to incentivize executives to continue supporting the
organization during a change in control. It also serves to provide financial
protection to the executives whose employment ends following a change in
control under certain circumstances. To that end, the basic features of the CIC
and the New CIC are similar.


 


Under the terms of the CIC, the period beginning December 21,
2005, and ending on December 21, 2007 is defined as a “Protected Period.”
During the protected period, the agreement further provides that an executive
who terminates his employment for “Good Reason” will receive the benefits set
forth in the agreement. The circumstances which qualify as “Good Reason” are
defined in the agreement.


 


Over the past year, we have discussed the organizational changes at
Hertz as we worked together to restructure the organization and create more
value for our shareholders. One aspect of the changes we have worked on
recently is increasing the role of our global supply chain management team in
the acquisition and disposition of our fleet, a function that has resided
within RAC in the past. We have also discussed whether and to what extent these
changes impacted your responsibilities in a manner that would provide “Good
Reason” for you to voluntarily terminate your employment and receive the
benefits outlined in the Ford agreement. I appreciate your commitment to this
organization and willingness to move forward with our change process
notwithstanding the concerns you have raised regarding fleet acquisition and
disposition.


 

















 


It is important to me, our sponsors and other stakeholders that you
have comfort regarding the critically important role you play in this
organization as we move forward with the change process. Our mutual commitment
to the successful implementation of the change process goes without saying. I
understand the concerns you have expressed in our discussions and the fact that
the time period for you to voluntarily terminate your employment with “Good
Reason” under the CIC will expire on January 18, 2008.


 


In order to accommodate your concerns, for purposes of the New CIC, the
Company will deem your employment to be under a “Protected Period” through June 21,
2009. If during the eighteen month period ending on June 21, 2009, you
resign because you have determined that we cannot implement the revised
responsibilities for fleet acquisition and disposition without disrupting your
leadership of RAC, the Company will waive any right it might have under the New
CIC to dispute whether your resignation is for “Good Reason” as defined in the
New CIC. Accordingly, you will be entitled to receive the benefits outlined in
the New CIC in connection with such a resignation regardless of whether there
is a change in control of the Company. Similarly, if the Company terminates
your employment for any reason other than “cause” as defined in the New CIC
during the period ending June 21, 2009, you will be entitled to receive
the benefits outlined in the New CIC in connection with such termination,
regardless of whether there is a change in control of the Company.
Notwithstanding the foregoing, if your employment ends due to your disability
or death during the Protected Period, your benefits shall be determined in
accordance with the terms of the New CIC in Section 4(i) if you
become disabled or Section 4(iii) in the event of your death.


 


In the event of your resignation or termination (other than a
termination due to disability or death), you will also be entitled to the
following benefits in addition to the benefits set forth in the New CIC:


 


(A)     You shall receive payment of all
accrued but unused vacation and unreimbursed business expenses.


 


(B)     You shall
receive the payments for 2007 and 2008 in accordance with the Hertz Corporation
Long Term Incentive Plan (“LTIP”) in effect on the date of this letter which
may not be modified, suspended or terminated with respect to you. You shall
receive the maximum LTIP payments based upon the performance of the Company as
set forth in the LTIP, which may not be reduced at the discretion of the
Company. Further, if any additional long term incentive compensation plan
should become effective on or before June 21, 2009, you will also be
entitled to receive the payments, if any, under such plan for 2008 and 2009 in
accordance with such plan’s provisions which may not be modified, suspended or
terminated with respect to you. You shall receive the maximum payments based
upon the performance of the Company as set forth in any such plan and those
payments may not be reduced at the discretion of the Company. The LTIP payments
will be paid to you at the time that they are paid to the Hertz executives
employed by the Company, but in no event later than March 30 of the year
following the year upon which the Company’s performance was measured.


 


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(C)     At all times
following your resignation or termination, the Company shall (i) maintain
in full force and effect, without any change in terms that is adverse to you,
any retirement plan of, or provided by, the Company as of the date of this
letter in which you participated or would, upon normal retirement (as such term
is defined in the applicable retirement plan), be entitled to participate,
including without limitation, the Company’s Account Balance Defined Benefit
Pension Plan, SERP I, SERP II, and the Company’s Benefit Equalization Plan (“BEP”).


 


(D)     The Company
shall maintain in full force and effect the Hertz Corporation Key
Officer-Assigned Car Benefit according to the terms of that program in effect
as of the date of this letter, which may not be modified, suspended or
terminated with respect to you, with the exception that the car assigned to you
shall be selected from the highest level of vehicle available, up to and
including the Prestige Fleet. You will also be provided with all rental car
privileges according to the terms of the W2-48 Hertz Retiree Rental Program in
existence as of the date of this letter, which may not be modified, suspended
or terminated with respect to you.


 


(E)     You hold
vested options to purchase common stock of Ford Motor Company (“Ford”) under
the Company’s 1997 Long-Term Equity Compensation Plan (“the 1997 Plan”) and
Ford’s 1998 Long-Term Incentive Plan (“the 1998 Plan”). The Company agrees that
your rights under the 1997 Plan and any option agreements entered into between
the Company and you pursuant thereto shall remain in effect as if you had
remained an employee of the Company through the scheduled expiration date of
such options. We further agree that your rights under the 1998 Plan and any
option agreements entered into between you and Ford pursuant thereto, shall be
as provided under the 1998 Plan, such option agreements and Section 3 of
the CIC (it being understood that Section 3 of the CIC is binding on Ford
by its being a predecessor in interest to Hertz Global Holdings under the CIC).
Consequently, you shall have until December 20, 2010 to exercise your
options.


 


(F)     If your
employment is terminated by the Company (other than a termination due
disability or death), and to the extent that they have not already vested,
those of your options that would have vested in May 2008 and May 2009,
shall vest as of the date of your termination and you shall have 180 days to
exercise any vested, unexercised options. For the avoidance of doubt, the
immediately preceding sentence shall not apply in the event of your decision to
resign from your employment during the Protected Period and any rights you may
have shall be governed by the terms of the relevant award agreements and the
plans under which the options were issued.


 


Joe, on behalf of The Hertz Corporation and Hertz Global Holdings, Inc.,
I trust that this will address your near and longer term concerns and allow for
a seamless implementation of the New CIC.


 


	
   

  	
   

  	
  Sincerely,

  
	
   

  	
   

  	
  

  
	
   

  	
   

  	
  Mark P.
  Frissora

  



 


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