WILL PAY THE EXECUTIVE BY
DECEMBER 31, 2006 AN AMOUNT EQUAL TO 80% OF THE PRODUCT OF (1) THE NUMBER OF
SHARES OF COMMON STOCK PURCHASED PURSUANT TO SUCH SECTION 3(C)(I) MULTIPLIED BY
(2) AND THE DIFFERENCE BETWEEN THE REDETERMINED SHARE VALUE AND $5.68 (THE
"INCREMENTAL SHARE VALUE");
(B)
THE EXERCISE PRICE PER SHARE OF THE OPTIONS GRANTED PURSUANT TO
SECTION 3(C)(II) SHALL EQUAL THE GREATER OF (1) THE APPLICABLE PRICE SPECIFIED
THEREIN (I.E., $5.68, $10.68 AND $15.68, AS THE CASE MAY BE) AND (2) THE
REDETERMINED SHARE VALUE; AND
(C)
THE EXECUTIVE SHALL BE GRANTED AN ADDITIONAL NUMBER OF
SUPPLEMENTAL OPTIONS EQUAL TO THE PRODUCT OF (1) THE INCREMENTAL SHARE VALUE AND
(2) 50,000.
(D)
SIGNING/REPLACEMENT AWARD.
IN ORDER TO ADDRESS THE CERTAIN
FORFEITURES THAT EXECUTIVE WILL FACE UPON TERMINATION OF HIS EMPLOYMENT WITH HIS
PRIOR EMPLOYER, THE EXECUTIVE SHALL BE PAID A SPECIAL CASH BONUS OF $2 MILLION
ON DECEMBER 31, 2006 AND $2 MILLION ON DECEMBER 31, 2007 (THE "REPLACEMENT
AWARD"); PROVIDED THAT IF THE EXECUTIVE'S EMPLOYMENT TERMINATES BEFORE AN
4
applicable payment date, the Replacement Award shall be payable if and to the
extent provided for in Section 5(f).
4.
BENEFITS; PERQUISITES, ETC.
(A)
BENEFITS.
DURING THE EMPLOYMENT PERIOD, ALL EMPLOYEE AND SENIOR
EXECUTIVE BENEFITS (OTHER THAN SEVERANCE BENEFITS), INCLUDING LIFE, MEDICAL,
DENTAL AND DISABILITY INSURANCE, WILL BE PROVIDED TO THE EXECUTIVE IN ACCORDANCE
WITH THE PROGRAMS OF THE COMPANY THEN AVAILABLE TO ITS SENIOR EXECUTIVES, AS THE
SAME MAY BE AMENDED AND IN EFFECT FROM TIME TO TIME.
DURING THE EMPLOYMENT
PERIOD, SUBJECT TO GENERALLY APPLICABLE ELIGIBILITY REQUIREMENTS, THE EXECUTIVE
WILL ALSO BE ENTITLED TO PARTICIPATE IN ALL OF THE COMPANY'S TAX-QUALIFIED AND
NON-QUALIFIED PROFIT SHARING, PENSION, RETIREMENT, SUPPLEMENTAL RETIREMENT
(E.G., SERP, EXCESS AND RESTORATION PLANS), DEFERRED COMPENSATION AND SAVINGS
PLANS THEN AVAILABLE TO ITS SENIOR EXECUTIVES, AS THE SAME MAY BE AMENDED AND IN
EFFECT FROM TIME TO TIME, AT LEVELS AND HAVING INTERESTS COMMENSURATE WITH THE
EXECUTIVE'S THEN CURRENT PERIOD OF SERVICE, COMPENSATION AND POSITION.
NOTWITHSTANDING THE FOREGOING, THE EXECUTIVE SHALL NOT PARTICIPATE IN THE HERTZ
CORPORATION LONG-TERM COMPENSATION PLAN, UNDER WHICH THE COMPANY HAS CEASED TO
MAKE ADDITIONAL GRANTS (AND ONLY PRE-EXISTING AWARDS REMAIN OUTSTANDING).
(B)
PERQUISITES.
DURING THE EMPLOYMENT PERIOD, THE EXECUTIVE WILL BE
ENTITLED TO PARTICIPATE IN ALL PERQUISITE PROGRAMS GENERALLY AVAILABLE FROM TIME
TO TIME TO SENIOR EXECUTIVES OF THE COMPANY ON THE TERMS AND CONDITIONS THEN
PREVAILING UNDER SUCH PROGRAMS, A DESCRIPTION OF WHICH HAS BEEN PROVIDED TO THE
EXECUTIVE.
(C)
RELOCATION.
THE COMPANY WILL DIRECTLY PAY OR, UPON PRESENTATION
OF APPROPRIATE VOUCHERS OR OTHER EXPENSE STATEMENTS, REIMBURSE THE EXECUTIVE FOR
ALL REASONABLE EXPENSES INCURRED IN CONNECTION WITH RELOCATION OF HIS PRINCIPAL
RESIDENCE FROM ILLINOIS TO THE NEW YORK METROPOLITAN REGION (INCLUDING BROKERAGE
FEES IN CONNECTION WITH SALE OF ILLINOIS HOUSE AND MORTGAGE POINTS PAID ON A NEW
MORTGAGE).
THE COMPANY WILL ALSO MAKE AVAILABLE THE SERVICES OF PRUDENTIAL
RELOCATION SERVICES IN CONNECTION WITH SUCH RELOCATION.
FOR PURPOSES OF THE
FOREGOING, "REASONABLE EXPENSES" INCLUDE, WITHOUT LIMITATION, ALL