Exhibit 10.1
SEPARATION AGREEMENT AND
GENERAL RELEASE
This Separation Agreement and
General Release (“Agreement”) is entered into by and
between Gerald Plescia (hereinafter “Plescia” or
“Employee”), Hertz Global Holdings, Inc. and The
Hertz Corporation (hereinafter, together with their subsidiaries
and divisions, “Hertz”, “the Company” or
“the Companies”), duly acting under authority of its
officers and directors.
WHEREAS, Plescia and the Companies acknowledge the
existence of a Change In Control Agreement (“C.I.C.
Agreement”) entered into by Plescia and The Hertz Corporation
in or around July 25, 2005 and acknowledge and agree that no
payment or other consideration is due to Plescia under the terms of
the C.I.C. Agreement and that Plescia is not legally or
contractually bound by the Executive Covenants (Section 8) of
the C.I.C. Agreement; and
WHEREAS , Hertz terminated Plescia’s employment on
January 25, 2011 (the “Termination Date”);
and
WHEREAS , the parties have mutually agreed upon the
following payments, benefits and other terms and conditions
relating to the termination of Plescia’s
employment.
NOW, THEREFORE
, in consideration of the mutual
promises, covenants and agreements stated herein, which Plescia and
the Companies agree constitutes further good and valuable
consideration, receipt of which is acknowledged herein, the parties
stipulate and do mutually agree as follows:
1.
Termination of
Employment .
Plescia’s employment with Hertz terminated by reason of
Plescia’s retirement, effective on the Termination
Date.
2.
Accrued Obligations and Vested
Benefits . Plescia
is entitled to receive the following accrued obligations, which
shall be paid as soon as practicable following the Termination
Date: (i) all salary earned or accrued but not yet paid
through the Termination Date; (ii) reimbursement for any and
all business expenses incurred prior to the Termination Date,
subject to the terms of the Company’s reimbursement policy,
(iii) payment for any earned and accrued, but unused vacation
days, (iv) payment of Plescia’s 2010 Hertz Annual Bonus;
and (v) any other benefits required by law. In addition,
Plescia is vested in Hertz’s Post-Retirement Medical Benefits
(“Retiree Medical”), The Hertz Corporation Benefit
Equalization Plan (“BEP”), The Hertz Corporation
Supplemental Retirement Plan (“SERP II”), The Hertz
Corporation Cash Balance Plan (“CBP”) and The Hertz
Corporation 401K Plan (“410K Plan”) in accordance with
the terms of those plans now in effect.
3.
Severance Benefits
. Provided that Plescia does
not revoke this Agreement and complies with the terms of this
Agreement, Hertz shall provide Plescia with the following
benefits:
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a. Severance Payments . The equivalent of 2.0 times the sum of
Plescia’ base salary plus Bonus as defined in Plescia’
C.I.C. Agreement for total gross amount of one million six hundred
ninety two thousand seven hundred forty seven dollars and zero
cents ($1,692,747.00) less all applicable payroll taxes and
withholdings paid to Plescia in gross amounts after the Effective
Date of this Agreement as defined below. Notwithstanding the
foregoing, (1) no severance payments shall be made to Plescia
during the period beginning on the Termination Date and ending on
the six-month anniversary of such date or, if earlier, the date of
Plescia’s death, (2) on the first Company pay period
after this six month anniversary, a gross lump sum equivalent to 6
months of severance payments ($423,186.75) less all applicable
payroll taxes and withholdings shall be paid to Plescia,
(3) on or before December 1, 2011 a gross lump sum
equivalent to 6 months of severance payments ($423,186.75) less all
applicable payroll taxes and withholdings shall be paid to Plescia,
and (4) on or before February 23, 2012 a gross lump sum
equivalent to 12 months of severance payments ($846,373.50) less
all applicable payroll taxes and withholdings shall be paid to
Plescia.
b. Equity Awards . Provided that Plescia executes this
Agreement and does not revoke the same in the manner contemplated
by Section 15, (i) those options (“Options”)
to purchase shares of common stock of Hertz Global
Holdings, Inc. issued to Plescia pursuant to the Hertz Global
Holdings, Inc. Stock Incentive Plan (the “Stock
Incentive Plan”) and the Hertz Global Holdings, Inc.
2008 Omnibus Incentive Plan (the “Omnibus Plan”) that
would have vested on or before March 31, 2011 if Plescia had
remained employed by Hertz through March 31, 2011 shall vest
immediately as of the Termination Date, and (ii) the
restriction periods applicable to the performance stock units
(“Performance Stock Units”) awarded to Plescia under
the Omnibus Plan that would have lapsed on or before March 31,
2011 if Plescia had remained employed by Hertz through
March 31, 2011 shall lapse upon the later of
(A) Plescia’s Termination Date or (B) the date the
Compensation Committee certifies any applicable performance
criteria with respect to the Performance Stock Units. All of
Plescia’s vested Options, including those Options set forth
herein, shall be exercisable through July 24, 2011 in
accordance with the terms of the Stock Incentive Plan or the
Omnibus Plan, as applicable, and any applicable award agreement,
after which any Options not exercised, shall be canceled. All
of Plescia’s unvested Options shall terminate as of
Plescia’s Termination Date. All Performance Stock Units
as to which the applicable restriction period lapses as provided in
this Agreement shall be settled in accordance with the terms of the
Omnibus Plan and any applicable award agreement, and all other
Performance Stock Units shall be canceled on the Termination
Date. A chart identifying Plescia’s vested Options and
Performance Stock Units listed above and exercise dates for the
same is attached hereto as Exhibit A.
c. Bonus . Plescia will be considered eligible for
1/12 th of his 2011 Bonus, which shall be payable
in accordance with the Bonus Plan Provisions, but no later than
March 15, 2012.
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d. Outplacement Services . In lieu of outplacement services, the
Company will pay Plescia a lump sum of $25,000 on or before
March 31, 2011 to use for outplacement assistance or in any
other matter that Plescia sees fit.
e. Car Privileges. Plescia will be provided continued car
privileges until January 24, 2016 in accordance with the same
terms and conditions that were in effect on January 24,
2011.
f.
Health Plan Coverage
. Plescia will elect medical
and health benefits under Hertz’s Retiree Medical. In
lieu of continued medical and health coverage through the Hertz
Custom Benefits Program (“Benefits Program”), and for
the period of time Plescia maintains Retiree Medical up to
twenty-four (24) months from the Termination Date, the Company will
reimburse Plescia on a quarterly basis in an amount equal to the
difference between the cost of Plescia’s family medical and
health coverage under Hertz’s Retiree Medical and
Plescia’s out-of-pocket costs for medical and health benefits
under the Benefits Program (not including any amounts Plescia
contributed to any type of flexible spending account) as of the
time of Plescia’s Termination Date. For example, if the
yearly cost of Plescia’s family medical and health coverage
under Hertz’s Retiree Medical plan is $9,000 in 2011 and
Plescia’s yearly out-of-pocket costs for medical and health
benefits under the Benefits Program was $5,000, the Company would
reimburse Plescia for $4,000 of his 2011 medical costs, which would
be paid to him on a quarterly basis in 2011.
Plescia acknowledges and agrees that the
consideration set forth in this Section 3 constitutes
satisfaction and accord for any obligations due and owing to him
pursuant to any employment agreement or other arrangement with the
Companies. Plescia acknowledges and agrees that unless he
enters into this Agreement, he would not otherwise be entitled to
receive the consideration set forth in this
Section 3.
4.
Waiver and Release
.
a.
In exchange for receiving the monies
and benefits described in Section 3 above, Plescia does for
himself and his heirs, executors, administrators, successors, and
assigns, hereby release, acquit, and forever discharge and hold
harmless the Companies and each of their divisions, subsidiaries,
affiliated companies, successors, assigns, officers, directors,
shareholders, employees, benefit and retirement plans (as well as
trustees and administrators thereof), agents and heirs, assigns and
successors, past and present, and any persons, firms or
corporations in privity with any one of them, of and from any and
all actions, causes of action, claims, demands, attorneys’
fees, compensation, expenses, promises, covenants, and damages of
whatever kind or nature, in law or in equity, which Plescia has,
had or could have asserted, known or unknown, at common law or
under any statute, rule, regulation, order or law, whether federal,
state or local, or on any grounds whatsoever, including without
limitation, any and all claims for any additional severance pay,
vacation pay, bonus or other compensation; any and all claims of
discrimination or harassment based on race, color, national origin,
ancestry, religion, marital status, sex, sexual orientation,
disability, handicap, age or other unlawful discrimination; any and
all claims arising
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under Title VII of the Federal Civil Rights Act;
the Federal Civil Rights Act of 1991; the Americans with
Disabilities Act; the Age Discrimination in Employment Act; the New
Jersey Law Against Discrimination; or under any other state,
federal, local or common law, with respect to any event, matter,
claim, damage or injury arising out of his employment relationship
with the Companies, and/or the separation of such employment
relationship, and/or with respect to any other claim, matter, or
event, from the beginning of the world to the date of execution of
this Agreement.
b.
Plescia also waives and relinquishes
any and all claims or rights to any monies, benefits, payments or
other compensation due him or that could be deemed due him under
any employment agreement, including the C.I.C. Agreement, and any
other compensation arrangement of the Company, except all vested
retirement plan benefits (including but not limited to BEP, CBP,
401K Plan, SERP II and Hertz’s Retiree Medical), COBRA
continuation coverage rights, enforcement of this Agreement, and
any claims under applicable workers’ compensation laws or for
unemployment benefits.
c.
Nothing in this Agreement shall be
construed to prohibit Plescia from filing any future charge or
complaint with the EEOC or participating in any investigation or
proceeding conducted by the EEOC, nor shall any provision of this
Agreement adversely affect Plescia’s right to engage in such
conduct. Notwithstanding the foregoing, Plescia waives the
right to obtain any relief from the EEOC or recover any monies or
compensation as a result of filing a charge or complaint. In
addition to agreeing herein not to bring suit against the
Companies, Plescia agrees not to seek damages from the Companies by
filing a claim or charge with any state or governmental
agency.
d.
In consideration for this Agreement
and other good and sufficient consideration, the Companies agree to
and hereby do release and discharge Plescia from and against any
and all claims, causes of action, arbitrations, damages, costs and
expenses and demands of any kind, whether known or unknown, which
the Companies have or ever have had, from the beginning of
time
