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 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