HTZ Hertz Global Holdings Inc

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Employment Arrangements with Kathryn V. Marinello

On March 2, 2017, HGH and Ms. Marinello executed Ms. Marinello’s employment agreement and change-in-control agreement, and Ms. Marinello was granted the sign-on equity awards provided under her employment agreement.

Consistent with the terms of the term sheet that were described in the Initial Filing, the employment agreement provides for an annual base salary of $1,450,000, a target annual bonus opportunity of 150% of her annual base salary and sign-on equity awards with a grant date fair value of approximately $5,175,000, allocated 60% in the form of performance options, 10% in the form of restricted shares and 30% in the form of performance shares.  The sign-on equity awards are scheduled to vest on December 31, 2019, subject to Ms. Marinello’s continued service through such date and the satisfaction of performance goals related to EBITDA (in the case of the performance options and performance shares) or revenue (in the case of the restricted shares).  Following 2017, Ms. Marinello will be eligible to receive equity awards on a basis no less favorable than grants made to other senior executives of the Companies.  Ms. Marinello also will be eligible to participate in the employee benefit plans offered to other senior executives of the Companies, and will be entitled to indemnification to the fullest extent permitted by applicable law and directors’ and officers’ insurance coverage to the same extent as other directors and executive officers of the Companies.  In addition, Ms. Marinello will receive a $10,000 allowance to assist her with shipping personal goods to Florida, a $25,000 payment each January to cover traveling expenses and up to $50,000 to cover expenses incurred in connection with the negotiation of her employment arrangements with the Companies.

Under the employment agreement, if Ms. Marinello’s employment were terminated involuntarily by the Companies without cause, by Ms. Marinello for good reason or due to death or disability, she would be entitled to vesting of any unvested portion of her sign-on equity awards, which vesting would be determined based on actual performance at the end of the performance period and prorated based on the portion of the vesting period elapsed as of the date of her termination.  In addition, upon a termination of employment involuntarily by the Companies without cause or by Ms. Marinello for good reason, Ms. Marinello will be eligible for severance benefits under the HGH Severance Plan for Senior Executives (with a severance multiple of 1.5x).

The change-in-control agreement between HGH and Ms. Marinello is substantially consistent with the change-in-control agreements between HGH and its other executive officers, except it provides for a severance multiple of 2.5x (which is the same as was provided to HGH’s prior President and Chief Executive Officer, John Tague) and provides for a reduction in change-in-control payments to the extent a reduction would place Ms. Marinello in a more favorable after-tax position.  In addition to her benefits under the change-in-control agreement, any sign-on equity awards that remain outstanding following a change in control would be eligible for full vesting (with the payment of severance benefits is subject to Ms. Marinello’s execution of a release of claims in favor of the Companies and their affiliates). In addition, the employment agreement provides for restrictions on (a) competition and solicitation of employees and customers, clients and distributors of the Companies and its affiliates while employed and for two years following termination of employment for any reason and (b) disclosure of confidential information while employed and perpetually thereafter and (c) disparaging the Companies and its affiliates while employed and perpetually thereafter.

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