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.

Effective May 16, 2020, Kathryn V. Marinello resigned from her position as President and Chief Executive Officer of Hertz Global Holdings, Inc. (“HGH”) and The Hertz Corporation (“Hertz”) (collectively, the “Company”) and from any office at any affiliated entity of the Company and resigned as a member of the Company’s Board of Directors (the “Board”). If requested by the Company, Ms. Marinello has agreed to provide consulting and transition services to the Company upon mutual agreement of the terms and conditions.

On May 16, 2020, the Board appointed Paul E. Stone, the Company’s Executive Vice President and Chief Retail Operations Officer North America, to serve as President and Chief Executive Officer of the Company and as a Director on the Board.

Mr. Stone, 50, has served as Executive Vice President and Chief Retail Operations Officer North America of the Company since March 2018. Prior to that, Mr. Stone most recently served as the Chief Retail Officer at Cabela’s Inc., an outdoor outfitter retail company, from November 2015 to December 2017. Prior to joining Cabela’s Inc., Mr. Stone spent 28 years growing his career with Sam’s Club, a retail warehouse subsidiary of Walmart Inc., a multinational retail corporation, most-recently as Senior Vice President - West Division from 2007 to 2015, where he led operations upwards of 200 locations with more than 30,000 employees.

Pursuant to his appointment, effective May 16, 2020, the Company entered into an Amended and Restated Offer Letter, Confidentiality and Non-Competition Agreement with Mr. Stone (the “Amended Offer Letter”). This Amended Offer Letter amends and replaces in its entirety Mr. Stone’s Offer Letter with Hertz, dated February 27, 2018, and his Confidentiality and Non-Competition Agreement with the Company, dated February 28, 2018, which was incorporated by reference into his original Offer Letter.

Under the terms of the Amended Offer Letter, Mr. Stone or the Company may terminate the employment relationship at any time, for any reason. Mr. Stone is entitled to receive an annual base salary of $1,000,000. Additionally, Mr. Stone will (i) be eligible to receive a key employee retention bonus; (ii) continue to participate in the Company’s Severance Plan for Senior Executives; (iii) continue to receive a Company-provided vehicle for personal and professional use; (iv) continue to be eligible for four (4) weeks of vacation per the terms and conditions of the Company’s vacation policy; and (v) be eligible to participate in the employee benefit plans and arrangements generally offered to other U.S. senior executives of the Company.

The Amended Offer Letter provides for restrictions on (i) competing with the Company while employed and for a period of eighteen (18) months following a termination of employment for any reason; (ii) soliciting employees and customers or prospective customers of the Company while employed and for a period of eighteen (18) months following a termination of employment for any reason; (iii) disclosing confidential information while employed and perpetually thereafter; and (iv) disparaging the Company while employed and perpetually thereafter.

The foregoing description of the Amended Offer Letter does not purport to be complete and is subject to, and qualified in its entirety by reference to, the complete text of the Amended Offer Letter, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

The selection of Mr. Stone to serve as President and Chief Executive Officer was not pursuant to any arrangement or understanding with respect to any other person. There are no family relationships between Mr. Stone and any director or executive officer of the Company, and there are no transactions between Mr. Stone and the Company that would be required to be reported under Item 404(a) of Regulation S-K.