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