Hertz Global Holdings, Inc. 999 Vanderbilt Beach Road3rdFloor Naples, FL 34108
Exhibit 10.1
Hertz Global Holdings, Inc.
999 Vanderbilt Beach Road3rd Floor
Naples, FL 34108
March 31, 2015
Dear John,
This letter agreement (this Letter Agreement) memorializes our discussions and agreement concerning the performance goals applicable to certain equity-based awards contemplated by the Employee Stock Option Agreement Performance Options, dated as of November 21, 2014, between Hertz Global Holdings, Inc. (the Company) and you (the Option Agreement), and the form of Performance Stock Unit Agreement, between the Company and you (the PSU Agreement), attached to the Employment Agreement, dated as of November 21, 2014, between the Company and you (the Employment Agreement), reflecting performance stock units to be granted thereunder (the PSUs).
1. Definitions. Unless otherwise defined in this Letter Agreement, capitalized terms used herein shall have the meanings assigned to them in the Option Agreement or the PSU Agreement, as applicable.
2. Determination of Performance Goal
a. Option Agreement. Notwithstanding the terms of Section 2(b) of the Option Agreement, the Performance Goal shall be determined by the Committee with your input, and communicated to you, no later than April 30, 2015.
b. PSU Agreement. Notwithstanding the terms of Section 2(b) of the PSU Agreement, the Performance Goal shall be determined by the Committee with your input, and communicated to you, no later than April 30, 2015.
3. Additional Performance Goal for PSUs. You consent to the addition of a second performance goal in respect of the PSUs, in addition to the Performance Goal referenced in the PSU Agreement. Such second performance goal is that adopted by action of the Committee at a meeting held on March 31, 2015, prior to your execution of this Letter Agreement.
4. Miscellaneous. This Letter Agreement shall constitute an amendment of the Option Agreement and the form of the PSU Agreement attached to the Employment Agreement. Except as otherwise provided herein, the Employment Agreement, Option Agreement and PSU Agreement shall remain unaltered and of full force and effect.
[Signature Page Follows]
Please indicate your agreement with the foregoing terms of this Letter Agreement by signing where indicated below.
| Sincerely, | |||
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| HERTZ GLOBAL HOLDINGS, INC. | |||
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| By: | /s/ Linda Fayne Levinson | ||
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| Name: | Linda Fayne Levinson | |
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| Title: | Independent Non-Executive Chair | |
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| of the Board of Directors | |
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Acknowledged and Agreed: |
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/s/ John P. Tague |
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John P. Tague |
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