ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On November 22, 2019 (the "Effective Date"), Hertz Global Holdings, Inc. (the
"Company") entered into an amended and restated employment agreement with the
Company's President and Chief Executive Officer, Kathryn V. Marinello (the
"Amended Agreement"). Ms. Marinello's existing employment agreement, dated March
2, 2017 (the "Original Agreement"), had been set to expire on December 31, 2019.
The Amended Agreement extends the term of Ms. Marinello's employment through
December 31, 2020 and amends certain other terms. A description of the material
terms of the Amended Agreement is set forth below. The description of the
Amended Agreement does not purport to be complete and is subject to, and
qualified in its entirety by reference to, the complete text of the Amended
Agreement, a copy of which is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
Under the terms of the Amended Agreement, for 2020 Ms. Marinello is entitled to
receive an annual base salary of no less than $1,450,000 and a target annual
bonus opportunity of 150% of her annual base salary (with actual payment
determined by the applicable board of directors or compensation committee
administering the bonus plan taking into account achievement of Company
performance goals). Ms. Marinello will be entitled to receive a minimum bonus
for 2019 of $1,350,000 unless she is terminated by the Company for "Cause" (as
defined in the Amended Agreement) or resigns without "Good Reason" (as defined
in the Amended Agreement) prior to the payment date of the 2019 bonus.
Additionally, Ms. Marinello will continue to (i) be eligible to receive equity
awards on a basis no less favorable than grants made to other senior executives
of the Company, (ii) participate in the employee benefit plans offered to other
senior executives of the Company (excluding all Company severance plans), (iii)
be entitled to participate in the perquisite programs offered to other senior
executives of the Company, (iv) 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 senior executives of the
Company, and (v) receive a $25,000 payment each January to cover traveling
expenses.
If Ms. Marinello's employment ends for any reason, Ms. Marinello is entitled to
her full base salary through to the date of termination and any unused and
unpaid annual vacation which has accrued in accordance with the Company's
policies (the "Accrued Obligations"). If Ms. Marinello's employment is
terminated by the Company without "Cause," if Ms. Marinello resigns with "Good
Reason" or if her employment ends by expiration of the Amended Agreement on
December 31, 2020, in addition to the Accrued Obligations, and subject to
entering into and not revoking a waiver and release of claims in favor of the
Company at the time of her termination, she will be entitled to receive (i) any
unpaid base salary for calendar year 2020 paid through December 31, 2020, and
(ii) a pro-rata bonus for calendar year 2020 (with actual payment determined by
the applicable board of directors or compensation committee administering the
bonus plan taking into account achievement of Company performance goals for the
full 2020 calendar year for executives with global responsibility). The Amended
Agreement provides that the Company will not terminate Ms. Marinello without
"Cause" (nor take any actions that constitute "Good Reason") prior to December
31, 2019.
The change-in-control agreement between the Company and Ms. Marinello, dated as
of March 2, 2017 (the "Change in Control Agreement"), shall govern treatment of
employment termination upon a "change-in-control" (as defined in the Change in
Control Agreement) according to the same terms and conditions set forth therein,
provided that the Change in Control Agreement will terminate at midnight on
December 31, 2019 and will only apply to a termination of employment on or prior
to December 31, 2019.
The Amended Agreement provides for customary restrictions on (i) competition
with the Company while employed and through the later of December 31, 2020 or
the date that is three months following termination of employment, (ii)
solicitation of employees and customers, clients and distributors of the Company
while employed and for two years following termination of employment for any
reason, and (iii) disclosure of confidential information while employed and
perpetually thereafter.

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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.



Exhibit                                 Description

10.1        Amended and Restated Employment Agreement, dated as of November 22,
          2019, between Hertz Global Holdings, Inc. and Kathryn V. Marinello  .

104       Cover page interactive data filed (embedded within the Inline XBRL
          document).

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