Exhibit 10.28
[REVISED FOR
SECTION 409A
COMPLIANCE]
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of December 31, 2008,
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 Executive has served and continues to serve the Company as Chief
Executive Officer, a member of and, as provided herein, Chairman of, its Board
of Directors and, in connection therewith, the Company and the Executive, as of
July 10, 2006, entered into this agreement (the "Agreement") to, among other
things, set forth the terms of such employment; and
WHEREAS, the Executive and the Company now intend to amend and restate this
Agreement, as of December 31, 2008, to evidence changes thereto made for the
purpose of causing the Agreement to be in documentary compliance with
Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and
the final regulations promulgated thereunder.
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