THAT RESULTS IN HARM TO THE COMPANY OR ANY OF
ITS SUBSIDIARIES OR (VI) INDICTMENT FOR OR CONVICTION OF A FELONY OR A CRIME
INVOLVING MORAL TURPITUDE.
A TERMINATION FOR "CAUSE," SHALL INCLUDE A
DETERMINATION BY THE PLAN ADMINISTRATOR FOLLOWING A PARTICIPANT'S TERMINATION OF
EMPLOYMENT FOR ANY OTHER REASON THAT, PRIOR TO SUCH TERMINATION OF EMPLOYMENT,
CIRCUMSTANCES CONSTITUTING CAUSE EXISTED WITH RESPECT TO SUCH PARTICIPANT.
SECTION 2.05
"COBRA" SHALL MEAN THE CONSOLIDATED OMNIBUS BUDGET
RECONCILIATION ACT OF 1985, AS AMENDED, AND THE REGULATIONS THEREUNDER.
SECTION 2.06
"CODE" SHALL MEAN THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED, AND THE REGULATIONS THEREUNDER.
SECTION 2.07
"COMMITTEE" SHALL MEAN THE COMPENSATION COMMITTEE OF THE
BOARD OR SUCH OTHER COMMITTEE APPOINTED BY THE BOARD TO ASSIST THE COMPANY IN
MAKING DETERMINATIONS REQUIRED UNDER THE PLAN IN ACCORDANCE WITH ITS TERMS.
THE
COMMITTEE MAY DELEGATE ITS AUTHORITY UNDER THE PLAN TO AN INDIVIDUAL OR ANOTHER
COMMITTEE.
SECTION 2.08
"COMPANY" SHALL MEAN HERTZ GLOBAL HOLDINGS, INC. AND ANY
SUCCESSOR TO ITS BUSINESS AND/OR ASSETS AS SET FORTH IN SECTION 10.05 THAT
ASSUMES AND AGREES TO PERFORM THIS PLAN BY OPERATION OF LAW, OR OTHERWISE.
UNLESS IT IS OTHERWISE CLEAR FROM THE CONTEXT, COMPANY SHALL GENERALLY INCLUDE
PARTICIPATING SUBSIDIARIES.
SECTION 2.09
"EFFECTIVE DATE" SHALL MEAN
, 2008.
SECTION 2.10
"ERISA" SHALL MEAN THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED, AND REGULATIONS THEREUNDER.
SECTION 2.11
"PARTICIPANT" SHALL MEAN ANY SENIOR EXECUTIVE OF THE
COMPANY DESIGNATED BY THE COMMITTEE AS ELIGIBLE TO PARTICIPATE IN THE PLAN.
SECTION 2.12
"PERFORMANCE BONUS" SHALL MEAN SUCH PERFORMANCE BONUSES,
AS APPLICABLE, UNDER AND IN ACCORDANCE WITH THE COMPANY'S ANNUAL INCENTIVE PLAN,
AS THE
2
SAME MAY BE AMENDED FROM TIME TO TIME, AND ANY OTHER PERFORMANCE BONUS
PLAN(S) THAT THE COMPANY MAY ADOPT.
SECTION 2.13
"PERMANENT DISABILITY" SHALL MEAN A TERMINATION OF
EMPLOYMENT BY THE COMPANY OR THE PARTICIPANT BASED ON MEDICAL OPINION OF A
PHYSICIAN SELECTED BY THE PARTICIPANT (AND PROVIDED TO THE PLAN ADMINISTRATOR)
THAT THE PARTICIPANT HAS BEEN UNABLE TO DISCHARGE EFFECTIVELY HIS MATERIAL
DUTIES WITH THE COMPANY FOR A PERIOD OF 180 CONSECUTIVE CALENDAR DAYS OR LONGER;
PROVIDED THAT WITH RESPECT TO ANY PAYMENTS THAT CONSTITUTE DEFERRED COMPENSATION
SUBJECT TO SECTION 409A OF THE CODE, "DISABILITY" SHALL HAVE THE MEANING SET
FORTH IN SECTION 409A(A)(2)(C) OF THE CODE.
SECTION 2.14
"PLAN" SHALL MEAN THIS HERTZ GLOBAL HOLDINGS, INC.
SEVERANCE PLAN FOR SENIOR EXECUTIVES AS SET FORTH HEREIN, AND AS THE SAME MAY
FROM TIME TO TIME BE AMENDED.
SECTION 2.15
"PLAN ADMINISTRATOR" SHALL MEAN THE
INDIVIDUAL(S) APPOINTED BY THE COMMITTEE TO ADMINISTER THE TERMS OF THE PLAN AS
SET FORTH HEREIN AND IF NO INDIVIDUAL IS APPOINTED BY THE COMMITTEE TO SERVE AS
THE PLAN ADMINISTRATOR FOR THE PLAN, THE PLAN ADMINISTRATOR SHALL BE THE SENIOR
VICE PRESIDENT OF HUMAN RESOURCES (OR THE EQUIVALENT).
NOTWITHSTANDING THE
PRECEDING SENTENCE, IN THE EVENT THE PLAN ADMINISTRATOR IS ENTITLED TO SEVERANCE
BENEFITS UNDER THE PLAN, THE COMMITTEE OR ITS DELEGATE SHALL ACT AS THE PLAN
ADMINISTRATOR FOR PURPOSES