Exhibit 10.39
HERTZ GLOBAL HOLDINGS, INC.
SEVERANCE PLAN FOR SENIOR EXECUTIVES
ARTICLE I
BACKGROUND, PURPOSE AND TERM OF PLAN
SECTION 1.01
PURPOSE OF THE PLAN.
THE PURPOSE OF THE PLAN IS TO
PROVIDE PARTICIPANTS WITH CERTAIN COMPENSATION AND BENEFITS AS SET FORTH IN THE
PLAN IN THE EVENT THE PARTICIPANT'S EMPLOYMENT WITH THE COMPANY OR A SUBSIDIARY
IS TERMINATED IN A QUALIFYING TERMINATION.
THE PLAN IS NOT INTENDED TO BE AN
"EMPLOYEE PENSION BENEFIT PLAN" OR "PENSION PLAN" WITHIN THE MEANING OF
SECTION 3(2) OF ERISA.
RATHER, THIS PLAN IS INTENDED TO BE A "WELFARE BENEFIT
PLAN" WITHIN THE MEANING OF SECTION 3(1) OF ERISA AND TO MEET THE DESCRIPTIVE
REQUIREMENTS OF A PLAN CONSTITUTING A "SEVERANCE PAY PLAN" WITHIN THE MEANING OF
REGULATIONS PUBLISHED BY THE SECRETARY OF LABOR AT TITLE 29, CODE OF FEDERAL
REGULATIONS, SECTION 2510.3-2(B).
SECTION 1.02
TERM OF THE PLAN.
THE PLAN SHALL GENERALLY BE EFFECTIVE
AS OF THE EFFECTIVE DATE AND SHALL SUPERSEDE ANY PRIOR PLAN, PROGRAM OR POLICY
UNDER WHICH THE COMPANY OR ANY SUBSIDIARY PROVIDED SEVERANCE BENEFITS TO ANY
PARTICIPANT PRIOR TO THE EFFECTIVE DATE OF THE PLAN.
THE PLAN SHALL CONTINUE
UNTIL TERMINATED PURSUANT TO ARTICLE VII OF THE PLAN.
ARTICLE II
DEFINITIONS
SECTION 2.01
"BASE SALARY" SHALL MEAN, IN THE CASE OF A PARTICIPANT,
SUCH PARTICIPANT'S HIGHEST ANNUAL BASE SALARY IN EFFECT AT ANY TIME WITHIN THE
TWELVE MONTH PERIOD PRECEDING THE PARTICIPANT'S TERMINATION DATE.
SECTION 2.02
"BOARD" SHALL MEAN THE BOARD OF DIRECTORS OF THE COMPANY,
OR ANY SUCCESSOR THERETO.
SECTION 2.03
"BONUS" SHALL MEAN, IN THE CASE OF A PARTICIPANT, THE
AVERAGE ANNUAL BONUS PAID (OR AWARDED, IF DIFFERENT) IN RESPECT OF EACH OF THE
THREE PRIOR BONUS YEARS (EXCLUSIVE OF ANY SPECIAL OR PRORATED BONUSES).
IF A
PARTICIPANT HAS LESS THAN THREE YEARS OF BONUS HISTORY, "BONUS" SHALL MEAN THE
AVERAGE ANNUAL BONUS OF THE ACTUAL YEARS, PROVIDED THAT IF A PARTICIPANT HAS NOT
HAD AN OPPORTUNITY TO EARN OR BE AWARDED ONE FULL YEAR'S BONUS AS OF HIS
TERMINATION DATE, "BONUS" SHALL MEAN 100% OF THE PARTICIPANT'S TARGET BONUS FOR
THE YEAR IN WHICH THE TERMINATION DATE OCCURS.
SECTION 2.04
"CAUSE" SHALL MEAN A PARTICIPANT'S (I) WILLFUL AND
CONTINUED FAILURE TO PERFORM SUBSTANTIALLY THE PARTICIPANT'S MATERIAL DUTIES
WITH THE COMPANY (OTHER THAN ANY SUCH FAILURE RESULTING FROM THE PARTICIPANT'S
INCAPACITY DUE TO PHYSICAL OR MENTAL ILLNESS) AFTER A WRITTEN DEMAND FOR
SUBSTANTIAL PERFORMANCE SPECIFYING THE MANNER IN WHICH THE PARTICIPANT HAS NOT
PERFORMED SUCH DUTIES IS DELIVERED BY THE CHIEF EXECUTIVE OFFICER OF THE COMPANY
(THE "CEO") TO THE PARTICIPANT, (II) ENGAGING IN WILLFUL AND SERIOUS MISCONDUCT
THAT IS INJURIOUS TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (III) ACT OF FRAUD
OR PERSONAL DISHONESTY RESULTING IN OR INTENDED TO RESULT IN PERSONAL ENRICHMENT
AT THE EXPENSE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, (IV) SUBSTANTIAL
ABUSIVE USE OF ALCOHOL, DRUGS OR SIMILAR SUBSTANCES THAT, IN THE SOLE JUDGMENT
OF THE COMPANY, IMPAIRS THE PARTICIPANT'S JOB PERFORMANCE, (V) MATERIAL
VIOLATION OF ANY COMPANY POLICY