CONFIDENTIAL

  	
   

  	
  EXHIBIT 10.1

  



 


EMPLOYMENT
AGREEMENT


This EMPLOYMENT AGREEMENT, dated as of July 10, 2006,
is between Hertz Global Holdings, Inc., a Delaware corporation (the “Company”),
and Mark P. Frissora (the “Executive”).


W  I  T  N  E
S  S  E  T  H :


WHEREAS, the Company desires to secure the services of
the Executive as Chief Executive Officer, a member of and, as provided herein,
Chairman of, its Board of Directors and the Executive desires to serve the
Company in such capacities and, in connection therewith, the Company and the
Executive desire to enter into this agreement (the “Agreement”) to,
among other things, set forth the terms of such employment; and


NOW, THEREFORE, in consideration of the premises and
mutual covenants contained herein and for other good and valuable
consideration, the Company and Executive hereby agree as follows:


1.             Agreement to Employ; Employment Period; No Conflict.


(a)           Upon the terms and
subject to the conditions of this Agreement, the Company hereby agrees to
employ the Executive, and the Executive hereby accepts such employment, for the
period commencing on or before July 19, 2006 (the “Commencement Date”)
until such employment terminates in accordance with Section 5.  The period during which the Executive is
employed pursuant to this Agreement shall be referred to as the “Employment
Period.”


(b)           The Executive
represents that he is entering into this Agreement voluntarily and that his
employment hereunder and compliance with the terms and conditions hereof will
not conflict with or result in the breach by him of any agreement to which he
is a party or by which he may be bound.


2.             Position and Responsibilities.  During the Employment Period, the Executive
will serve as Chief Executive Officer of the Company and The Hertz Corporation,
a Delaware corporation and the primary operating subsidiary of the Company,
with such duties and responsibilities as are customarily assigned to
individuals serving in such position and such other duties and responsibilities
consistent with his position and his duties and responsibilities as Chief
Executive Officer as may be specified by the Board of Directors of the Company
(the “Board”) from time to time. 
During the Employment Period, the Executive will serve as a member of
the Board and shall serve as Chairman of the Board commencing January 1,
2007 or, if the initial public offering of the Company’s common stock is
delayed beyond the time frame anticipated as of the date hereof as a result of
market 









 



conditions, he shall commence service as Chairman of
the Board by no later than March 31, 2007. 
The Executive will report directly to the Board.  During the Employment Period, the Executive
will devote all of his skill, knowledge and working time to the conscientious
performance of his duties and responsibilities hereunder, except for (i)
reasonable vacation time and absence for sickness or similar disability and (ii)
to the extent that it does not interfere with the performance of the Executive’s
duties hereunder, (A) such reasonable time as may be devoted to service
on boards of directors and the fulfillment of civic responsibilities and (B)
reasonable time as may be necessary from time to time for personal financial
matters.


3.             Compensation and Incentives.


(a)           Base
Salary.  As compensation for the
services performed by the Executive hereunder, during the Employment Period the
Executive will be paid an annual base salary of $950,000, payable in accordance
with the Company’s normal payroll practices applicable to senior executives.  The Board or authorized committee thereof will
review the Executive’s base salary at the same time it reviews the base salary
of the Company’s other senior executives (which currently occurs on a 18-month
cycle) and, in the discretion of the Board or such authorized committee, may
increase (but not decrease) such base salary from time to time (as in effect
from time to time, the “Base Salary”). 
Payment of the Base Salary payable under this Section 3(a) shall be
deferred to the extent that the Executive so elects under the terms of any
deferred compensation or savings plan that may be maintained or established by
the Company; provided, any such deferral shall be disregarded for purposes of
all references to Base Salary hereunder.


(b)           Annual Incentive
Bonus.  During the Employment Period,
the Executive will participate in the Company’s annual bonus plan as in effect
from time to time for the Company’s senior executives (the “Executive
Incentive Plan”) with a target annual incentive bonus of 100% of his Base Salary
(the “Target Annual Bonus”), with actual bonus payments determined based
on performance results versus the applicable targets established by the Board
or committee thereof under the Executive Incentive Plan in consultation with
the Executive.  With respect to the
calendar year 2006, the Executive shall receive an annual bonus under the
Executive Incentive Plan that is no less than his Target Annual Bonus (and
without pro ration for commencing employment after the start of the year); provided
that up to 50% of such bonus shall be reduced by the amount of any bonus paid
by the Executive’s prior employer with respect to the calendar year 2006.


(c)           Equity Incentives.


(i)            Opportunity to Purchase Shares.  On, or as soon as practicable after, the
Commencement Date, the Executive will purchase 1,056,338 shares 



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of the Common Stock of the Company, par value
$.01 per share (the “Common Stock”), at a per share purchase price of
$5.68 (the “Per Share Price”), for a total purchase price of
$6 million, pursuant to the Hertz Global Holdings, Inc. Stock Incentive
Plan (the “Stock Incentive Plan”). 
In no event will the Company be required to offer to sell or to sell any
shares of Common Stock to the Executive at any time at which making such an
offer or selling any such shares would violate any applicable securities
law.  The terms and conditions of the
Executive’s purchase of any shares of Common Stock (including certain
restrictions on resale of the shares, the right of the Executive to require the
repurchase of all or a portion of such shares by the Company under certain
circumstances, the right of the Company to repurchase all or a portion of such
shares from the Executive upon termination of the Executive’s employment and
the applicable repurchase price) shall be set forth in a separate Management
Stock Subscription Agreement, substantially in the form attached hereto as
Exhibit A, to be entered into between the Company and the Executive (the “Management
Stock Subscription Agreement”).


(ii)           Stock Options.


(A)          Matching Options.  Effective as of the closing of the purchase
of shares pursuant to Section 3(c)(i), the Company will grant the
Executive non-qualified stock options under the Stock Incentive Plan to
purchase 200,000 shares of Common Stock, representing twice the number of the
first 100,000 shares purchased by Executive pursuant to Section 3(c)(i)
(the “Matching Options”).  Subject
to Section 3(c)(iv), the exercise price per share of Common Stock covered by
the Matching Options will equal the Per Share Price.


(B)           Supplemental Options.  Executive will receive 500,000 non-qualified
stock options to purchase shares of Common Stock effective as of the
Commencement Date (the “Supplemental Options”).  Subject to Section 3(c)(iv), the exercise
price per share of Common Stock covered by the Supplemental Options will equal
the Per Share Price.


(C)           Homerun Options.  Executive will receive 800,000 non-qualified
stock options to purchase shares of Common Stock effective as of the
Commencement Date (the “Homerun Options”).  Subject to Section 3(c)(iv), the exercise
price per share of Common Stock covered by 400,000 of the Homerun Options will
be equal to $10.68 and the exercise price per share of Common Stock covered by
the remaining 400,000 of the Homerun Options will be $15.68.



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(iii)          Management Stock Option Agreement;
Plans.  The terms and conditions of
the Matching Options, the Supplemental Options and the Homerun Options
(collectively, the “Options”), including those provided for in this
Section 3(c)(ii) and the right of the Company to repurchase all or a
portion of the shares issued upon exercise of vested Options from the Executive
at a specified purchase price under certain circumstances, will be set forth in
one or more separate Management Stock Option Agreements, substantially in the
form attached hereto as Exhibit B, to be entered into between the Executive and
the Company at the time that such Options are granted and will be subject to
the terms and provisions of the Stock Incentive Plan (the “Management Stock
Option Agreement” and, together with the Management Stock Subscription
Agreement, the “Management Equity Agreements”) and Management Stock
Subscription Agreements.


(iv)          Adjustment.  If, at any time prior to the sale of the
shares of Common Stock or the grant of the Options contemplated by this
Section 3(c), the Compensation Committee of the Board determines that the “Fair
Market Value” per share of Common Stock for purposes of the Stock Incentive
Plan is higher than $5.68 per share (such higher value, the “Redetermined
Share Value”), then:


(A)          the purchase price per share for the
sale of shares contemplated by Section 3(c)(i) will not be adjusted but
the Company will pay the Executive by December 31, 2006 an amount equal to 80%
of the product of (1) the number of shares of Common Stock purchased
pursuant to such Section 3(c)(i) multiplied by (2) and the difference
between the Redetermined Share Value and $5.68 (the “Incremental Share Value”);


(B)           the exercise price per share of the
Options granted pursuant to Section 3(c)(ii) shall equal the greater of (1)
the applicable price specified therein (i.e., $5.68, $10.68 and $15.68, as the
case may be) and (2) the Redetermined Share Value; and


(C)           the Executive shall be granted an
additional number of Supplemental Options equal to the product of (1)
the Incremental Share Value and (2) 50,000.


(d)           Signing/Replacement
Award.  In order to address the
certain forfeitures that Executive will face upon termination of his employment
with his prior employer, the Executive shall be paid a special cash bonus of $2
million on December 31, 2006 and $2 million on December 31, 2007 (the “Replacement
Award”); provided that if the Executive’s employment terminates
before an 



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applicable payment date, the Replacement Award shall
be payable if and to the extent provided for in Section 5(f).


4.             Benefits; Perquisites, Etc.


(a)           Benefits.  During the Employment Period, all employee
and senior executive benefits (other than severance benefits), including life,
medical, dental and disability insurance, will be provided to the Executive in
accordance with the programs of the Company then available to its senior
executives, as the same may be amended and in effect from time to time.  During the Employment Period, subject to
generally applicable eligibility requirements, the Executive will also be
entitled to participate in all of the Company’s tax-qualified and non-qualified
profit sharing, pension, retirement, supplemental retirement (e.g., SERP,
Excess and Restoration plans), deferred compensation and savings plans then
available to its senior executives, as the same may be amended and in effect
from time to time, at levels and having interests commensurate with the
Executive’s then current period of service, compensation and position.  Notwithstanding the foregoing, the Executive
shall not participate in the Hertz Corporation Long-Term Compensation Plan,
under which the Company has ceased to make additional grants (and only
pre-existing awards remain outstanding).


(b)           Perquisites.  During the Employment Period, the Executive
will be entitled to participate in all perquisite programs generally available
from time to time to senior executives of the Company on the terms and
conditions then prevailing under such programs, a description of which has been
provided to the Executive.


(c)           Relocation.  The Company will directly pay or, upon
presentation of appropriate vouchers or other expense statements, reimburse the
Executive for all reasonable expenses incurred in connection with relocation of
his principal residence from Illinois to the New York metropolitan region
(including brokerage fees in connection with sale of Illinois house and
mortgage points paid on a new mortgage). 
The Company will also make available the services of Prudential
Relocation Services in connection with such relocation.  For purposes of the foregoing, “reasonable
expenses” include, without limitation, all physical packing and moving expenses
of household goods and all vehicles, 180 days’ temporary housing, travel
expenses for at least three house hunting trips for Executive and his
spouse.  The Company will gross up the
Executive, on an after-tax basis, to the extent that any relocation benefits
provided hereunder are taxable to him.


(d)           Business Expenses.  The Company will reimburse the Executive for
reasonable travel, lodging and meal expenses incurred by him in connection with
his performance of services hereunder upon submission of information required
to be provided under the Company’s policy for reimbursement of business
expenses.  The 



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Company will
pay the Executive’s reasonable costs of legal counsel incurred in connection
with the negotiation and preparation of this Agreement and will reimburse the
Executive for up to 60 days’ interest costs under the indebtedness the
Executive incurs to exercise his vested stock options granted by his prior
employer.


(e)           Vacation.  The Executive will be entitled to four weeks’
paid vacation annually.


(f)            Security.  The Company shall from time to time engage
the services of a third-party security consultant to consider security matters
regarding the Executive and Executive’s travel, etc.


5.             Termination of Employment.


(a)           Termination Due
to Death or Disability.  The
Executive’s employment with the Company shall terminate upon his death and the
Company may terminate the Executive’s employment as a result of the Executive’s
Disability (as defined below).  In the
event of either such termination of employment, the Executive shall only be
entitled to the payments and benefits provided for in Section 5(f)(i) and
Section 5(f)(ii).  For purposes of
this Agreement, “Disability” means a physical or mental disability that
prevents the performance by the Executive of his obligations hereunder lasting
(or likely to last, based on competent medical evidence presented to the Board)
for a continuous period of six months or longer.  The reasoned and good faith judgment of the
Board as to the Executive’s Disability will be final and will be based on such
competent medical evidence as shall be presented to it by the Executive or by
any physician or group of physicians or other competent medical experts
employed by the Executive, or by the Company and reasonably acceptable to the
Executive, to advise the Board.


(b)           Termination by
the Company for Cause.  The Company
may terminate the Executive’s employment for Cause.  In the event of such a termination of
employment, the Executive shall only be entitled to the payments and benefits
provided for in Section 5(f)(i).  “Cause”
means (i) Executive’s conviction of, or entering a plea of guilty or nolo
contendere to, a felony, (ii) Executive’s engaging in conduct
that constitutes willful gross neglect or willful gross misconduct with respect
to his employment duties which results in material economic harm to the
Company, (iii) Executive’s violation of the Company’s Standard of
Conduct or other material Company policy, or (iv) inaccuracy of any
representation or breach of covenant made by the Executive in connection with
securing employment hereunder; provided, the Company shall have delivered to
the Executive, a Notice of Termination that specifically identifies such
grounds for termination for Cause and, in the case of grounds pursuant to
clause (iii), the Executive shall have failed to cure such circumstance within
10 days of receipt of such notice.  A
termination of employment for “Cause” pursuant to this Section 5(b) shall
include a determination 



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following the
Executive’s termination of employment for any reason that the circumstances
existed prior to such termination for the Company to have terminated the
Executive’s employment for Cause.


(c)           Termination
Without Cause.  The Company may
terminate the Executive’s employment hereunder Without Cause.  In the event of such a termination of
employment, the Executive shall only be entitled to the payments and benefits
provided for in Section 5(f)(i) and to the termination benefits described in
Section 5(f)(iii) and, if applicable, Section 14 (subject to the terms and
conditions set forth therein).  A
termination “Without Cause” means a termination of the Executive’s
employment by the Company other than as a result of Disability or Cause or in a
Retirement (as defined in Section 5(e)).


(d)           Termination by
the Executive.  The Executive may
terminate his employment with or without Good Reason (as defined below).  In the event of a termination by the
Executive of his employment for Good Reason, the Executive shall only be
entitled to the payments and benefits provided for in Section 5(f)(i) and to
the termination benefits described in Section 5(f)(iii) and, if
applicable, Section 14 (subject to the terms and conditions set forth
therein).  In the event of a termination
by the Executive of his employment without Good Reason, the Executive shall
only be entitled to the payments and benefits provided for in
Section 5(f)(i).  “Good Reason”
means a termination of employment by the Executive following, without the
Executive’s consent, (i) reduction by the Company of Executive’s Base
Salary or Target Annual Bonus, (ii) failure by the Company to elect or
to reelect the Executive as a Director, (iii) a material diminution in
the Executive’s duties or responsibilities or the assignment to him of any
duties or responsibilities inconsistent with the Executive’s position and
status as Chief Executive Officer, (iv) a change in the Executive’s
reporting relationship such that he no longer reports directly to the Board, (v)
requiring the Executive to relocate his principal place of employment more than
30 miles from the Company’s Park Ridge, New Jersey offices, (vi) failure
of the Company to obtain a satisfactory agreement from any successor to all or
substantially all of the assets or business of the Company to assume and agree
to perform this Agreement within 15 days after a merger, consolidation, sale or
similar transaction, (vii) any purported termination by the Company of
the Executive’s employment otherwise than as expressly permitted by this
Agreement, or (viii) failure to elect Executive as Chairman of the Board
by January 1, 2007 or, if the initial public offering of the Common Stock is
delayed due to market conditions, the failure to be elected Chairman of the
Board by March 31, 2007; in each case provided that, within 30 days of any such
occurrence, the Executive shall have delivered to the Board and the Company a
Notice of Termination that specifically identifies such occurrence and the
Company shall have failed to cure such circumstance within 10 days of receipt
of such notice.



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(e)           Retirement.  Unless otherwise agreed to by the Executive
and the Company, the Executive’s employment hereunder shall terminate as of the
first day of the month coincident with or next following the Executive’s 65th birthday (“Retirement”).  In the event of such termination of
employment, the Executive shall only be entitled to the payments and benefits
provided for in Section 5(f)(i) and Section 5(f)(ii).


(f)            Payments Upon
Terminations.


(i)            All Terminations.  Following any termination of the Executive’s
employment hereunder (by the Executive or by the Company), the Company will pay
the Executive (A) his full Base Salary through the Date of Termination
only and (B) except in the case of a termination for Cause, earned but
unpaid annual bonus for the year preceding the year in which the Date of
Termination occurs and accrued but unpaid annual vacation.  The Executive shall also retain all of his
rights to benefits provided for under the terms of the employee and executive
benefit plans of the Company in which the Executive is a participant in
accordance with and subject to the terms of such plans as in effect from time
to time, as well as the Stock Incentive Plan and the Management Equity
Agreements.  The payments and benefits
provided hereunder shall be in lieu of any payments or benefits to which the
Executive may be entitled under the terms of any severance plan or program of
the Company, if any, as in effect on the Date of Termination.


(ii)           Death, Disability or Retirement.  In the case of termination upon the Executive’s
death, Disability or Retirement, the Executive (or his estate or beneficiary)
shall be entitled to prompt payment of the Retention Award (to the extent not
previously paid) and a payment of the annual bonus that would have been payable
under the Executive Incentive Plan for the calendar year that includes the Date
of Termination (and for which any subjective performance goals will be deemed
satisfied at target), except that such bonus shall be pro rated based on the
portion of such year that includes the Employment Period and shall be payable
when such bonuses are otherwise paid to the Company’s senior executives (the “Pro
Rata Bonus”).


(iii)          Without Cause/For Good Reason.  In the event of a termination of the
Executive’s employment by the Company Without Cause or a termination by the
Executive of his employment for Good Reason, subject to entering into a release
of claims in the form customarily used by the Company for such purpose and
Section 5, (A) the Company will pay to the Executive in a single lump
sum an amount equal to 2.5 times the sum of (1) the Executive’s
then-current Base Salary and (2) the Executive’s annual bonus under the
Executive Incentive Plan for the year preceding the year of 



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such
termination (or in the case of a termination in 2006 or 2007, the Executive’s
Target Annual Bonus for such year), (B) the Company will pay to the
Executive the Pro Rata Bonus and the Retention Award (to the extent not
previously paid), and (C) for two years following the Date of
Termination, the Executive and his eligible family members shall be entitled to
continue to receive benefits under (or benefits comparable to) the Company’s
medical, dental and disability insurance programs, except to the extent the
Executive has available to him substantially similar programs with a subsequent
employer.  The payment provided for in
clause (A) of this Section 5(f)(iii) and of the Retention Award shall be made
promptly following the Date of Termination and the payment of the Pro Rata
Bonus shall be paid when such bonuses are otherwise paid to the Company’s
senior executives; provided that if, as of the Date of Termination, the
Executive is a “specified employee” within the meaning of Section
409A(a)(2)(B)(1) of the Internal Revenue Code (the “Code”) and the
regulations thereunder, to the extent required thereunder no such amounts shall
be paid any earlier than the first business day after the six month anniversary
of the Date of Termination.


(g)           Date of
Termination.  As used in this
Agreement, the term “Date of Termination” means (i) if the
Executive’s employment is terminated by his death, the date of his death, (ii) if
the Executive’s employment is terminated by the Company for Cause, the date
specified in the Notice of Termination, (iii) if the Executive
terminates his employment without Good Reason, the date specified in the Notice
of Termination (which shall be no less then 30 days following the date of
delivery of such Notice, or such earlier date as the Company choose at any time
after receipt of such Notice), (iv) if the Executive’s employment
terminates upon his Retirement, the date provided for in Section 5(e), and (v) if
the Executive’s employment is terminated by the Company Without Cause, as a
result of the Executive’s Disability or by the Executive for Good Reason, the
date specified in the Notice of Termination (which shall be no less than 20 and
no more than 40 days following the date of delivery of such notice).


(h)           Notice of
Termination.  Any termination by the
Company pursuant to Section 5(a), 5(b) or 5(c), or by Executive pursuant
to Section 5(d), shall be communicated by a written “Notice of Termination”
addressed to the other party or parties to this Agreement.  A “Notice of Termination” shall mean a
notice stating that the Executive’s employment hereunder has been or will be
terminated, indicating the specific termination provisions in this Agreement
relied upon and setting forth in reasonable detail the facts and circumstances
claimed to provide a basis for such termination of employment.  In the event of a Notice of Termination
delivered by the Company pursuant to Section 5(c) or the Executive pursuant to
Section 5(d), if the recipient of the Notice of Termination cures the
circumstances giving rise to such notice within the time period provided for in
Section 5(c) or 



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Section 5(d),
as the case may be, the party delivering such notice may rescind the Notice of
Termination and, in the absence of such rescission, such notice shall be deemed
a Notice of Termination by the Company without Cause, or by the Executive
without Good Reason, as the case may be.


(i)            Resignation from
Board Memberships.  Effective as of
any Date of Termination under Section 5 or otherwise as of the date of the
Executive’s termination of employment, the Executive shall (unless otherwise
requested by the Board) resign, in writing, from membership on the Board and
the board of directors of any subsidiary of the Company.


(j)            No Obligation to
Mitigate Damages; No Offset.  The
Executive shall not be required to mitigate damages or the amount of any
payment provided for under this Agreement by seeking other employment or
otherwise.  No amounts paid to or earned
by Executive following his termination of employment with the Company shall
reduce or be set off against any amounts payable to Executive under this
Agreement.


6.             Unauthorized Disclosure.  During and following termination of his
employment with the Company for any reason, except to the extent required by an
order of a court having apparent jurisdiction or under subpoena from an
appropriate government agency, in which event, the Executive shall use his best
efforts to consult with the Board prior to responding to any such order or
subpoena, and except in connection with the performance of his duties
hereunder, the Executive shall not, without the written consent of the Board or
a person authorized thereby, disclose to any person (other than an executive or
director of the Company or any of its subsidiaries or affiliates, or a person
to whom disclosure is reasonably necessary or appropriate in connection with
the performance by the Executive of his duties as an executive of the Company)
any confidential or proprietary information, knowledge or data that is not
theretofore publicly known and in the public domain obtained by him while in
the employ of the Company with respect to the Company or any of its subsidiaries
or affiliates or with respect to any products, improvements, customers, methods
of distribution, sales, prices, profits, costs, contracts, suppliers, business
prospects, business methods, techniques, research, trade secrets or know-how of
the Company or any of its subsidiaries or affiliates (collectively, “Proprietary
Information”), except for (i) publicly available information
(provided such information became publicly available other than as a result of
a breach of this confidentiality clause) or (ii) disclosure to the
Executive’s legal counsel to the extent such legal counsel needs to know the
information to protect the Executive’s legal rights, provided that such
counsel shall maintain the confidentiality of such information and shall be bound
by this Section 6 to the same extent as the Executive.  The Executive shall be fully responsible for
any disclosure by such counsel.



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7.             Non-Competition. 
During the period of the Executive’s employment with the Company or any
of its subsidiaries or affiliates and, as a condition to receiving severance
pay, thereafter during the two year period following any termination of the
Executive’s employment (the “Restriction Period”), the Executive shall
not engage directly or indirectly in, become employed by, serve as an agent or
consultant to, or become a partner, principal or stockholder of any
partnership, corporation or other entity which competes with the car or
equipment rental business of the Company or any of its subsidiaries in any
county within the United States or any comparable geographical area outside the
United States in which the Company or any of its subsidiaries is then engaged
in such business; provided that the Executive’s ownership of less than
1% of the outstanding voting shares of any publicly held company which
otherwise would be prohibited under this Section 7 shall not constitute
competition with the Company.


8.             Non-Solicitation of Employees.  During the period of the Executive’s
employment and, as a condition to receiving severance pay, thereafter during
the Restriction Period, the Executive shall not, directly or indirectly, for
his own account or for the account of any other person or entity with which he
is or becomes associated in any capacity, (a) solicit for
employment or otherwise interfere with the relationship of the Company or any
of its subsidiaries or affiliates with any person who at any time within the
six months preceding such solicitation, employment or interference is or was
employed in a managerial or other senior capacity by or otherwise so engaged to
perform services for the Company or any of its subsidiaries or affiliates,
other than any such solicitation or employment on behalf of or for the benefit
of the Company during the Executive’s employment with the Company, or (b) induce
any employee of the Company or any of its subsidiaries or affiliates who is a
member of management to engage in any activity which the Executive is
prohibited from engaging in under any of Sections 6, 7, 8 or 9 hereof or
to terminate his employment with the Company.


9.             Non-Solicitation of Clients.  During the period of the Executive’s
employment and, as a condition to receiving severance pay, thereafter during
the  Restriction Period, the Executive
shall not, directly or indirectly, solicit or otherwise attempt to establish
for himself or any other person, firm or entity any business relationship,
respecting any business that is one of the businesses conducted by the Company,
with any person, firm or entity which, at any time during the twelve-month
period preceding the date of the Executive’s termination of employment, was a
significant customer, client or distributor of the Company (in each case,
excluding any retail customer or client) or any of its subsidiaries, except
during the Executive’s employment with and on behalf of the Company.


10.           Return of
Documents and Company Property.  In
the event of the termination of the Executive’s employment for any reason, the
Executive will 



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promptly deliver to the Company all non-personal
documents and data of any nature and in whatever medium pertaining to the
Executive’s employment with the Company, or any of its subsidiaries or affiliates,
(for which purpose, the Executive’s rolodex or other address book shall be
considered personal) or any other property of the Company or any of its
subsidiaries or affiliates and he will not take with him any such property,
documents or data of any description or any reproduction thereof, or any
documents containing or pertaining to any Proprietary Information.


11.           Enforcement of Covenants.


(a)           Injunctive Relief.  Executive acknowledges and agrees that the
covenants, obligations and agreements of the Executive contained in Sections 6,
7, 8, 9 and 10 relate to special, unique and extraordinary matters and that a
violation of any of the terms of such covenants, obligations or agreements will
cause the Company irreparable injury for which adequate remedies are not
available at law.  Therefore, the
Executive agrees that the Company will be entitled to an injunction,
restraining order or such other equitable relief (without the requirement to
post bond) as a court of competent jurisdiction may deem necessary or
appropriate to restrain the Executive from committing any violation of the
covenants, obligations or agreements referred to in this
Section 11(a).  These injunctive
remedies are cumulative and in addition to any other rights and remedies the
Company may have.  The Company and the
Executive hereby irrevocably submit to the exclusive jurisdiction of the courts
of the State of the city of the Company’s headquarters and the Federal courts
of the United States of America, in each case located in (or located nearest
to) the city of the Company’s headquarters, solely in respect of the injunctive
remedies set forth in this Section 11(a) and the interpretation and
enforcement of Sections 6, 7, 8, 9, 10 and 11 solely insofar as such
interpretation and enforcement relate to an application for injunctive relief
in accordance with the provisions of this Section 11(a), and the parties
hereto hereby irrevocably agree that (i) the sole and exclusive
appropriate venue for any suit or proceeding relating solely to such injunctive
relief shall be in such a court, (ii) all claims with respect
to any application solely for such injunctive relief shall be heard and
determined exclusively in such a court, (iii) any such court
shall have exclusive jurisdiction over the person of such parties and over the
subject matter of any dispute relating to an application solely for such
injunctive relief, and (iv) each hereby waives any and all
objections and defenses based on forum, venue or personal or subject matter
jurisdiction as they may relate to an application solely for such injunctive
relief in a suit or proceeding brought before such a court in
accordance with the provisions of this Section 11(a).


(b)           Forfeiture of
Payments.  Executive agrees that
receipt of severance pay under Section 5(f) is conditioned upon Executive’s
observance of Sections 6, 7, 8 and 9. 
Executive further agrees that in the event of his failure to observe the




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provisions of
Sections 6, 7, 8 or 9, (i) Executive shall forfeit the right to receive
any portion of his bonus (ii) the Company shall be entitled to
discontinue further severance payments under Section 5(f) and (iii) the
Company shall be entitled to recover from the Executive any payments made to
the Executive under Section 5(f).  The
foregoing shall be in addition to any other remedies or rights the Company may
have at law or at equity as a result of the Executive’s failure to observe such
provisions.


(c)           Certain
Acknowledgments.  The Executive
acknowledges and agrees that (i) the Executive has had and will have a
prominent role in the management of the business, and the development of the
goodwill, of the Company and its subsidiaries and will establish and develop
relations and contacts with the principal customers and suppliers of the
Company and its subsidiaries in the United States of America and the rest of
the world, all of which constitute valuable goodwill of, and could be used by
the Executive to compete unfairly with, the Company and its subsidiaries, (ii)
in the course of his employment with the Company, the Executive will obtain
confidential and proprietary information and trade secrets concerning the
business and operations of the Company and its subsidiaries and affiliates in
the United States of America and the rest of the world that could be used to
compete unfairly with the Company and its subsidiaries, (iii) the
covenants and restrictions contained in this Agreement are intended to protect
the legitimate interests of the Company and its affiliates in their respective
goodwill, trade secrets and other confidential and proprietary information, (iv)
the Executive desires to be bound by such covenants and restrictions, (v)
such covenants are a material inducement for the Company to enter into this
Agreement, and (vi) his economic means and circumstances are such that
the provisions of this Agreement, including the restrictive covenants in this
Agreement, will not prevent him from providing for himself and his family on a
basis satisfactory to him and them.


(d)           Blue Pencil.  It is the desire of the parties to this
Agreement that the provisions of Sections 6 through 11, in particular, be
interpreted and enforced to the greatest extent possible (and consistent with
Section 16(e)).


12.           Assumption of
Agreement.  The Company will require
any successor (by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company, by agreement in
form and substance reasonably satisfactory to the Executive, to expressly
assume and agree to perform the obligations of the Company under this Agreement
in the same manner and to the same extent that the Company would be required to
perform if no such succession had taken place.


13.           Indemnification.  The Company agrees that it shall indemnify
and hold harmless the Executive to the fullest extent permitted by Delaware law
from and against any and all liabilities, costs, claims and expenses including
without 



 13
 






 



limitation all costs and expenses incurred in defense
of litigation, including attorneys’ fees, arising out of the employment of the
Executive hereunder, except to the extent arising out of or based upon the
gross negligence or willful misconduct of the Executive.  Costs and expenses incurred by the Executive
in defense of any such litigation, including attorneys’ fees, shall be paid by
the Company in advance of the final disposition of such litigation promptly
upon receipt by the Company of (i) a written request for payment, (ii) appropriate
documentation evidencing the incurrence, amount and nature of the costs and
expenses for which payment is being sought, and (iii) an
undertaking adequate under Delaware law made by or on behalf of Executive to
repay the amounts so paid if it shall ultimately be determined that Executive
is not entitled to be indemnified by the Company under this Agreement.  The Company will insure the Executive, for
the duration of his employment and service as a member of the Board, and
thereafter, in respect of his acts and omission occurring during such employment
and Board membership, under a contract of directors and officers liability
insurance to the same extent as such insurance insures members of the Board.


14.           Excise Tax.


(a)           If, the Executive
would receive any payment, deemed payment or other benefit pursuant to this
Agreement, together with any other payment, deemed payment or other benefit the
Executive may receive under any other plan, program, policy or arrangement,
would constitute an “excess parachute payment” under Section 280G of the Code
(an “Excess Parachute Payment”), and would result in the imposition on
the Executive of an excise tax under Section 4999 of the Code or similar
provision of state or local law, then, in addition to any other benefits to
which the Executive is entitled under this Agreement, the Executive shall be
paid by the Company the excise taxes payable by the Executive by reason of
receiving the Excess Parachute Payment and the amount necessary to put the
Executive in the same after-tax position (including, without limitation,
income, employment and excise taxes) and any interest and penalties thereof, as
if no excise taxes under Section 4999 of the Code had been imposed with respect
to the Excess Parachute Payment (together, the “Gross-Up Amount”).


(b)           Whether and when a
payment or benefit results in the imposition of an excise tax and the Gross-Up
Amount, if any, under this Section 14 shall be determined by a
nationally-recognized certified public accounting firm designated by the
Company and reasonably acceptable to the Executive (the “Designated
Accountants”).  All fees and expenses
of such accounting firm shall be paid by the Company.  The Company and the Executive shall provide
to the Designated Accountants such information as the Designated Accountants
shall reasonably request in connection with their determinations under this
Section 14.  The Executive shall file his
tax returns in consistent with the determinations of the 



 14
 






 



Designated
Accountants under this Section 14. 
If the Designated Accountants determine that no excise tax is payable by
the Executive, they shall furnish the Executive a written opinion that failure
to report the excise tax on the Executive’s applicable federal income tax
return would not result in the imposition of a negligence or similar penalty.


(c)           The Company shall
pay the Executive the Gross-Up Amount at such time (or times) as the Designated
Accountants determine that the tax payment to which such amount relates is due
and payable to the applicable taxing authority (taking into account any
applicable extensions).


(d)           The Executive shall
notify the Company in writing of any claim by the Internal Revenue Service
that, if successful, would require the payment by the Company of a Gross-Up
Amount in addition to that previously paid by the Company pursuant to this
Section 14.  Such notification shall be
given as soon as practicable but no later than 10 business days after the
Executive is informed in writing of such claim and shall apprise the Company of
the nature of such claim and the date on which such claim is requested to be
paid.  The Executive shall not pay such
claim prior to the expiration of the 30-day period following the date on which
the Executive gives such notice to the Company (or such shorter period ending
on the date that any payment of taxes with respect to such claim is due after
taking into account any available extensions). 
If the Company notifies the Executive in writing prior to the expiration
of such period that it desires to contest such claim, the Executive shall: (i)
give the Company any information reasonably requested by it relating to such
claim; (ii) take such action in connection with contesting such claim as
the Company shall reasonably request in writing from time to time, including
without limitation accepting legal representation with respect so such claim by
an attorney reasonably selected by the Company; (iii) cooperate with the
Company in good faith in order to effectively contest such claim; and (iv)
permit the Company to participate in any proceedings relating to such
claim.  The Company shall pay all direct
costs and expenses (including any additional interest and penalties) incurred
in connection with any contest pursuant to this Section 14.


(e)           If the amount of any
payments made pursuant to this Section 14 exceeds the amount subsequently and
finally determined to have been due, the excess amounts made shall constitute a
loan by the Company to the Executive payable promptly, and in any event within
30 days, after receipt by the Executive of the refund from the Internal Revenue
Service or other taxing authority together with any interest received thereon.


15.           Entire Agreement.  Except as otherwise expressly provided or
referred to herein, this Agreement constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof, and all promises,
representations, understandings, arrangements and prior agreements relating to
such subject matter 



 15
 






 



(including those made to or with the Executive by any
other person or entity) are merged herein and superseded in their entirety
hereby.  In the event of any
inconsistency between the terms of this Agreement (or Exhibit hereto) and any
plan, program, practice or other agreement of the Company of which the
Executive is a participant or a party, this Agreement (and Exhibits hereto)
will control unless the Executive and the Company otherwise agree in writing.


16.           Miscellaneous.


(a)           Binding Effect.  This Agreement shall be binding on and inure
to the benefit of the Company and its successors and permitted assigns.  This Agreement shall also be binding on and
inure to the benefit of the Executive and his heirs, executors, administrators
and legal representatives.  If the
Executive dies before all amounts payable to him hereunder have been paid, the
unpaid amounts will be paid to his beneficiary designated by the Executive or,
if none (or otherwise not permitted), to his estate.


(b)           Governing Law,
Waiver of Jury Trial. 


(i)            Governing Law; Consent to
Jurisdiction.  This Agreement shall
be governed in all respects, including as to validity, interpretation and
effect, by the internal laws of the State of New Jersey without giving effect
to the conflict of laws rules thereof to the extent that the application of the
law of another jurisdiction would be required thereby, except that the
validity, interpretation and effect of Section 13 (Indemnification) shall be
governed by the laws of the State of Delaware. 
Each party hereby irrevocably submits to the exclusive jurisdiction of
the courts of the State of the city of the Company’s headquarters and the
Federal courts of the United States of America, in each case located in (or
located nearest to) the City of the Company’s headquarters, solely in respect
of the interpretation and enforcement of the provisions of this Agreement and
of the documents referred to in this Agreement, and in respect of the
transactions contemplated hereby and thereby. 
Each party hereby waives and agrees not to assert, as a defense in any
action, suit or proceeding for the interpretation and enforcement hereof, or
any such document or in respect of any such transaction, that such action, suit
or proceeding may not be brought or is not maintainable in such courts or that
the venue thereof may not be appropriate or that this agreement or any such
document may not be enforced in or by such courts.  Each party hereby consents to and grants any
such court jurisdiction over the person of such parties and over the subject
matter of any such dispute and agree that the mailing of process or other
papers in connection with any such action or proceeding in the manner provided
in Section 16(f) or in such other manner as may be permitted by law, shall be
valid and sufficient service thereof.  In
the event of any dispute between the 



 16
 






 



Company and
the Executive (including, but not limited to, under or with respect to this
Agreement or the Management Equity Agreements), the Company will advance to the
Executive all attorneys fees and other litigation costs incurred by the
Executive in connection with such dispute; provided, Executive shall be
obligated to refund to the Company all such advances unless he prevails on at
least one material claim or issue asserted in such dispute.


(ii)           Waiver
of Jury Trial.  EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY
CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN
RESPECT OR ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE
BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT.  Each party certifies and acknowledges that (A)
no representative, agent or attorney of any other party has represented,
expressly or otherwise, that such other party would not, in the event of
litigation, seek to enforce the foregoing waiver, (B) each such party
understands and has considered the implications of this waiver, (C) each
such party makes this waiver voluntarily, and (D) each such party has
been induced to enter into this agreement by, among other things, the mutual
waivers and certifications in this Section 16(b)(ii).


(c)           Taxes.  The Company may withhold from any payments
made under the Agreement all federal, state, city or other applicable taxes as
shall be required pursuant to any law, governmental regulation or ruling.


(d)           Amendments.   No provisions of this Agreement may be
modified, waived or discharged unless such modification, waiver or discharge is
approved by the Board or a person authorized thereby and is agreed to in
writing by the Executive and such officer as may be specifically directed by
the Board.  No waiver by any party hereto
at any time of any breach by any other party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. 
No waiver of any provision of this Agreement shall be implied from any
course of dealing between or among the parties hereto or from any failure by
any party hereto to assert its rights hereunder on any occasion or series of
occasions.


(e)           Severability.  It is the desire of the parties that the
provisions of this Agreement shall be enforced to the fullest extent
permissible under applicable law.  In the
event that any one or more of the provisions of this Agreement shall be or
become invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein shall not be
affected 



 17
 






 



thereby.  In the event that any of Sections 6, 7, 8, 9,
10 or 11 is invalid, illegal or unenforceable in accordance with its terms, the
Executive and the Company agree that such provisions shall be reformed to make
such sections enforceable, in a manner which provides the Company with the
maximum rights permitted at law.


(f)            Notices.  Any notice or other communication required or
permitted to be delivered under this Agreement shall be (i) in
writing, (ii) delivered personally, by courier service or by
certified or registered mail, first-class postage prepaid and return receipt
requested, (iii) deemed to have been received on the date of
delivery or on the third business day after the mailing thereof, and (iv) addressed
as follows (or to such other address as the party entitled to notice shall
hereafter designate in accordance with the terms hereof):


(A)         if
to the Company, to it at:

255 Brae Boulevard

Park Ridge, New Jersey 07656-0713

Attention:  General Counsel

Fax:  (201) 594-3122


(B)           if to Executive, to him at his last
known home address as shown on the records of the Company.


Copies of any
notices or other communications given under this Agreement shall also be given
to:


(C)          if
notice is given to the Company:

The Carlyle Group

1001 Pennsylvania Avenue, NW

Suite 220 South

Washington DC 20004-2505

Attention:  Mr. Gregory S. Ledford

Fax:  (202) 347-1818


and


Clayton, Dubilier & Rice, Inc. 

375 Park Avenue, 18th Floor

New York, New York

Attention: Mr. David Wasserman 

Fax: (212) 407-5252


and



 18
 






 



Merrill Lynch Global Private Equity

4 World Financial Center, 23rd Floor

New York, NY 10080

Attention:  Mr. George A. Bitar
&
               Mr. Robert F. End

Fax:  (212) 449-1119


and


Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

Attention:  John M. Allen, Jr.,
Esq.

Fax:  (212) 909-6836


(D)         if
notice is given to the Executive:

Vedder, Price, Kaufman & Kammholz, P.C.

222 N. LaSalle Street

Suite 2600

Chicago, Illinois 60601

Attention:  Robert J. Stucker,
Esq.

Fax:  (312) 609-5005


(g)           Survival.  Sections 6 through and including 16 and,
if Executive’s employment terminates in a manner giving rise to a payment under
Section 5(f), Section 5(f), shall survive the termination of the
employment of Executive hereunder.


(h)           Counterparts.  This Agreement may be executed in counterparts,
each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.


(i)            Headings.  The section and other headings contained in
this Agreement are for the convenience of the parties only and are not intended
to be a part hereof or to affect the meaning or interpretation hereof.


(j)            Assignment.  Neither party may assign this Agreement
without the consent of the other party except as provided herein except that
the Company may assign this Agreement if it complies with Section 12.


remainder of page intentionally left blank



 19
 






 



 


IN WITNESS WHEREOF, the Company has duly executed this
Agreement by its authorized representative and the Executive has hereunto set
his hand, in each case effective as of the date hereof.


	
  

  	
   

  	
  HERTZ GLOBAL HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ GEORGE W. TAMKE

  
	
   

  	
   

  	
  Name: 

  	
  George W. Tamke

  
	
   

  	
   

  	
  Title:

  	
  Chairman of the Board of Directors

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ MARK P. FRISSORA

  
	
   

  	
   

  	
  Name: 

  	
  Mark P. Frissora

  
					



 



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