Annual Report — Form 10-K Filing Table of Contents
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2: EX-4.0.0 Instrument Defining the Rights of Security Holders HTML 53K
3: EX-10.28 Material Contract HTML 520K
7: EX-10.29.1 Material Contract HTML 55K
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37: R9 Background HTML 67K
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49: R21 Fair Value Measurements HTML 71K
50: R22 Accumulated Other Comprehensive Income (Loss) HTML 64K
51: R23 Contingencies and Off-Balance Sheet Commitments HTML 53K
52: R24 Related Party Transactions HTML 51K
53: R25 Equity and Earnings (Loss) Per Share - Hertz HTML 67K
Global
54: R26 Segment Information HTML 241K
55: R27 Liabilities Subject to Compromise HTML 47K
56: R28 Reorganization Items Net HTML 40K
57: R29 Condensed Combined Debtor-in-Possession Financial HTML 89K
Information
58: R30 Schedule I Condensed Financial Information of HTML 114K
Registrant
59: R31 Schedule Ii Valuation and Qualifying Accounts HTML 63K
60: R32 Significant Accounting Policies (Policies) HTML 146K
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64: R36 Goodwill and Intangible Assets, Net (Tables) HTML 131K
65: R37 Debt (Tables) HTML 240K
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71: R43 Income Tax (Provision) Benefit (Tables) HTML 140K
72: R44 Fair Value Measurements (Tables) HTML 198K
73: R45 Accumulated Other Comprehensive Income (Loss) HTML 63K
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74: R46 Equity and Earnings (Loss) Per Share - Hertz HTML 60K
Global (Tables)
75: R47 Segment Information (Tables) HTML 234K
76: R48 Liabilities Subject to Compromise (Tables) HTML 46K
77: R49 Condensed Combined Debtor-in-Possession Financial HTML 91K
Information (Tables)
78: R50 Background (Details) HTML 151K
79: R51 Significant Accounting Policies (Narrative) HTML 63K
(Details)
80: R52 Significant Accounting Policies (Property and HTML 71K
Equipment, Including Useful Lives) (Details)
81: R53 Divestitures Narratives (Details) HTML 51K
82: R54 Divestitures (Major Classes Of Assets and HTML 72K
Liabilities Of Discontinued Operations) (Details)
83: R55 Revenue Earning Vehicles (Components of Revenue HTML 47K
Earning Vehicles) (Details)
84: R56 Goodwill and Intangible Assets, Net (Narrative) HTML 64K
(Details)
85: R57 Goodwill and Intangible Assets, Net (Summary of HTML 66K
changes in goodwill, by segment) (Details)
86: R58 Goodwill and Intangible Assets, Net (Schedule of HTML 73K
components of other intangible assets by major
classes) (Details)
87: R59 Goodwill and Intangible Assets, Net (Amortization HTML 41K
of Intangible Assets) (Details)
88: R60 Goodwill and Intangible Assets, Net (Schedule of HTML 54K
Future Amortization Expense) (Details)
89: R61 Debt (Schedule of Debt) (Details) HTML 195K
90: R62 Debt (Narrative) (Details) HTML 619K
91: R63 Debt (Debt Eliminated in Consolidation) (Details) HTML 53K
92: R64 Debt (Loss on Extinguishment of Debt) (Details) HTML 66K
93: R65 Debt (Debt Maturities) (Details) HTML 62K
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95: R67 Revenue Disaggregated Revenue - Products and HTML 91K
Services and Geographical (Details)
96: R68 Revenue Narrative (Details) HTML 50K
97: R69 Employee Retirement Benefits (Narrative) (Details) HTML 103K
98: R70 Employee Retirement Benefits (Change in Benefit HTML 106K
Obligation) (Details)
99: R71 Employee Retirement Benefits (Amounts Recognized HTML 152K
in Balance Sheet) (Details)
100: R72 Employee Retirement Benefits (Fair Value of Plan HTML 151K
Assets) (Details)
101: R73 Employee Retirement Benefits (Estimated Future HTML 72K
Benefit Payments & Other Plans) (Details)
102: R74 Stock-Based Compensation (Narrative) (Details) HTML 73K
103: R75 Stock-Based Compensation (Summary of the total HTML 45K
compensation expense and associated recognized
income tax benefits) (Details)
104: R76 Stock-Based Compensation (Schedule of valuation HTML 52K
assumptions) (Details)
105: R77 Stock-Based Compensation (Summary of option HTML 79K
activity under stock incentive plan and omnibus
plan) (Details)
106: R78 Stock-Based Compensation (Summary of non-vested HTML 73K
options and changes during the year) (Details)
107: R79 Stock-Based Compensation (Schedule of additional HTML 50K
information pertaining to option activity under
the plans) (Details)
108: R80 Stock-Based Compensation (Summary of PSU and RSU HTML 72K
activity under the omnibus plan) (Details)
109: R81 Stock-Based Compensation (Summary of additional HTML 45K
information pertaining to RSU activity) (Details)
110: R82 Leases (Narrative) (Details) HTML 57K
111: R83 Leases (Leases Income) (Details) HTML 58K
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113: R85 Leases (Weighted-average Remaining Lease Term and HTML 42K
Weighted-average Discount Rate) (Details)
114: R86 Leases (Minimum Fixed Lease Obligations Under HTML 57K
Existing Agreements) (Details)
115: R87 Restructuring - Narrative (Details) HTML 52K
116: R88 Restructuring - Termination Charges (Details) HTML 49K
117: R89 Restructuring - Accrued Liabilities (Details) HTML 57K
118: R90 Income Tax (Provision) Benefit (Schedule of HTML 50K
Components of income Before Income Taxes)
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119: R91 Income Tax (Provision) Benefit (Schedule of Total HTML 69K
Provision for Taxes on Income) (Details)
120: R92 Income Tax (Provision) Benefit (Schedule of HTML 75K
Principal Items of the U.S. and Foreign Net
Deferred Tax Assets and Liabilities) (Details)
121: R93 Income Tax (Provision) Benefit (Narrative) HTML 82K
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122: R94 Income Tax (Provision) Benefit (Schedule of HTML 76K
Significant Items in the Reconciliation of the
Statutory and Effective Income Tax Rates)
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123: R95 Income Tax (Provision) Benefit (Reconciliation of HTML 48K
the Beginning and Ending Amounts of Unrecognized
Tax Benefits) (Details)
124: R96 Fair Value Measurements (Cash Equivalents and HTML 55K
Investments) (Details)
125: R97 Fair Value Measurements (Debt Obligations) HTML 54K
(Details)
126: R98 Accumulated Other Comprehensive Income (Loss) HTML 67K
(Details)
127: R99 Contingencies and Off-Balance Sheet Commitments HTML 41K
(Narrative) (Details)
128: R100 Related Party Transactions (Details) HTML 84K
129: R101 Equity and Earnings (Loss) Per Share - Hertz HTML 73K
Global (Narrative) (Details)
130: R102 Equity and Earnings (Loss) Per Share - Hertz HTML 80K
Global (Computation of basic and diluted earnings
per share (Details)
131: R103 Segment Information (Reportable Segments to HTML 159K
Consolidated) (Details)
132: R104 Segment Information (Pre-tax Income) (Details) HTML 135K
133: R105 Liabilities Subject to Compromise (Details) HTML 56K
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135: R107 Condensed Combined Debtor-in-Possession Financial HTML 154K
Information (Balance Sheet) (Details)
136: R108 Condensed Combined Debtor-in-Possession Financial HTML 93K
Information (Statement of Operations and
Comprehensive Income) (Details)
137: R109 Condensed Combined Debtor-in-Possession Financial HTML 100K
Information (Statement of Cash Flows) (Details)
138: R110 Schedule I Condensed Financial Information of HTML 122K
Registrant (Balance Sheet) (Details)
139: R111 Schedule I Condensed Financial Information of HTML 73K
Registrant (Statement of Operations) (Details)
140: R112 Schedule I Condensed Financial Information of HTML 58K
Registrant (Comprehensive Income) (Details)
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Registrant (Cash Flows) (Details)
142: R114 Schedule I Condensed Financial Information of HTML 44K
Registrant (Dividends) (Details)
143: R115 Schedule I Condensed Financial Information of HTML 43K
Registrant (Share Repurchase) (Details)
144: R116 Schedule I Condensed Financial Information of HTML 44K
Registrant (Transactions with Affiliates and
Investments in Subsidiaries) (Details)
145: R117 Schedule Ii Valuation and Qualifying Accounts HTML 53K
(Details)
147: XML IDEA XML File -- Filing Summary XML 273K
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I am very pleased to confirm our offer of employment with The Hertz Corporation (the “Company" or "Hertz") in the position of Executive Vice President and General Counsel. This position will report directly to Kathryn Marinello, President and Chief Executive Officer and will be based out of the Estero, FL headquarters. Your start date will be 1 April 2019.
Your base salary will be $18,269.24 paid on a bi-weekly basis, which equates to an annualized salary of $475,000. This offer is contingent upon verification of your education, previous employment, satisfactory references, passing the drug test and criminal background check, presentation of legally required documentation establishing your right to work in the
United States, including compliance with Federal immigration employment law requirements, and agreement to enter into and signing an Employee Confidentiality & Non-Competition Agreement.
You will be eligible to participate in the Hertz Incentive Plan which provides for
a target award in 2019 of 60% of your base salary. For 2019 your target award will be prorated for actual days employed. Actual payout is contingent upon the Company’s performance and your individual performance. Details of this plan will be provided to you upon commencement of your employment, and determination of actual payout is subject to the terms of the plan. Hertz retains the right and sole discretion to amend, modify or rescind such plan at any time and for any reason.
You will be eligible for annual equity awards beginning in 2019 and beyond
at a target amount of $650,000. Generally, equity grants for all key executives and key employees are subject to approval by the Compensation Committee of the Hertz Board of Directors and are subject to its sole and exclusive discretion. Awards generally are based upon, or denominated as, a dollar value and may be all or partially granted in the form of Restricted Stock Units, Performance-based Restricted Stock Units, and stock options (or such other equity awards), as determined in the Committee's sole and exclusive discretion. Grants are made in accordance with the Company's Equity Grant Policy. Materials and details regarding this plan will be sent to you under separate cover, once employment is commenced.
You will be eligible for a company-provided vehicle for your personal and professional use. The service vehicle policy will be reviewed with you and guidelines for choosing your vehicle will
be
Dave Galainena
Page 2 of 5
provided upon commencement of your employment. Under the current policy, you will be eligible for a replacement vehicle every three years or 36,000 miles, whichever comes first. Hertz retains the right and sole discretion to amend, modify or rescind such policy at any time and for any reason.
You
will be eligible for four weeks' vacation per the terms and conditions of The Hertz Corporation vacation policy.
Hertz provides you the opportunity to participate in a comprehensive employee benefits program; This benefits program currently offers you numerous coverage options for:
•Medical
•Dental
•Vision
•Life Insurance
•Dependent Life Insurance
•Accidental Death and Dismemberment
•Long Term Disability
•Dependent Care Flexible Spending
Account
•Health Care Flexible Spending Account
You choose when you want coverage to begin:
•Standard benefits coverage begins the first day of the month following sixty (60) consecutive days of employment.
•Day One Coverage begins on day one - your date of hire. If you choose to elect Day One Coverage, you can enroll in medical, dental, and vision coverage and you'll pay 100% of the premiums until the Hertz premium subsidy starts on the first day of the month following 60 days of employment.
In a few weeks, you’ll receive a New Hire Guide at your
home address. The guide will give you more information. about Hertz benefits, including detailed information about when your benefits will begin (Standard vs. Day One Coverage) and how to enroll.
You will also be eligible for reimbursement up to $4,000 annually for Financial Planning Services with the provider of your choice.
Additionally, you're eligible to contribute to the Hertz Income Savings Plan (401k Plan) on the first day of the month following 60 days of employment. In accordance with the current terms of the 401k Plan, Hertz matches your contributions (both before-tax and Roth after-tax contributions) dollar for dollar on the first 3% of your Eligible Compensation you contribute and 50 cents on the dollar for the next 2% of your Eligible Compensation you contribute. The Company match starts when you’re eligible
to contribute to the 401(k) Plan, and you’re always 100% vested in the contributions you or the Company make to the 401k Plan, and any related investment earnings. Contributions and benefits under the 401k Plan are determined in accordance with the terms of the 401k Plan, and Hertz retains the right and sole discretion to amend, modify or rescind the 401k Plan at any time and for any reason.
Dave Galainena
Page3 of 5
It is a fundamental term and condition of your employment that you must execute and deliver to the undersigned the enclosed
Employee Confidentiality & Non-Solicitation Agreement Please review this document carefully and obtain independent legal advice if you wish.
It is also a fundament term and condition of your employment that:
(i) You represent and warrant that you have not and will not disclose any confidential information or trade secrets that you may have from any third party, including but not limited to any current or former employer.
(ii) You represent and warrant to the Company and agree that the negotiation, entering into or performance of your employment with the Company has not resulted in and must not result in any breach by you of any agreement duty or other obligation (including but not limited to a Confidentiality, Non-Competition
and/or Non-Solicitation duty, agreement, or obligation), to any third party, including but not limited to any current or prior employer.
(iii) You confirm and agree that you must not bring and will not transfer to the Company or use in the performance of your duties and functions with the Company any confidential material, documents of information or property, whether electronic or otherwise, of any third party, including but not limited to any current or former employer. You agree that you will not remove or possess any documents of information, whether electronic or otherwise, from such third party and you will not transfer any such documents or information to the Company at any time or otherwise use such documents or information in the scope of your employment with the Company.
(iv) During your employment
with the Company you will not engage in any activity that competes with or adversely affects the Company, nor will you begin to organize or develop any competing entity (or assist anyone else in doing).
(v) You will not disclose at any time (except for business purposes on behalf of the Company) any confidential or proprietary material of the Company. That material shall include, but is not limited to the names and addresses of customers, customer contacts, contracts, bidding information, business strategies, pricing information and the Company's policies and procedures.
(vi) You agree that all documents (paper or electronic) and other information related in any way to the Company shall be the property of the Company, and will be returned to the Company upon
the end of your employment with the Company.
(vii) You agree that should a court issue injunctive relief to enforce any term of this Agreement or if a court (or jury) determines that you breached any provision of this Agreement, you will reimburse the Company for all attorney's fees and costs incurred in enforcing the terms of the Agreement and you Will also be liable for any other damages or relief
permitted by law.
(vii) You agree that any disputes over the above terms shall be governed by Florida law, shall be resolved in a Florida Court or in a federal Court located in Florida, and that the terms of this Agreement may be enforced by the Company or its successors or assigns.
Dave Galainena
Page 4 of 5
The
foregoing terms and conditions and representations and warranties will survive and will continue in full force and effect following the commencement of your employment with the Company. Should you at any time be in breach of the foregoing terms and conditions or should the foregoing representations and warranties be inaccurate or false, it will result in your immediate termination from the Company, and if the breach is because the amounts you certified that you forfeited with your current employer are incorrect, you will be required to repay Hertz any amount you receive based on such incorrect certification. In addition, you agree that yoµ will indemnify and hold harmless the Company and its directors, officers, employees and agents from any and all claims and demands incurred by any of them directly or indirectly arising from any breach of the foregoing terms or conditions or any inaccuracy or misrepresentation of the foregoing representations and warranties.
In
the event your position with Hertz is eliminated or your employment is terminated for any reason other than for cause and other than your voluntary resignation, you will be paid severance in accordance with the Hertz Senior Executive Severance Plan which provides for a severance payment equal to 18 months of your salary and bonus. Subject to its terms, Hertz retains the tight and sole discretion to amend, modify or rescind such plan at any time and for any reason.
Payment of any such severance shall be contingent upon the execution of a General Release, including non-competition and non-disclosure provisions, in a form prescribed by Hertz.
All payments and benefits described in this letter shall be subject to applicable tax withholdings and other standard payroll deductions.
Per
Hertz's standard policy, this letter is not intended nor should it be considered as an employment contract for a definite or indefinite period of time. Employment with Hertz is at will, and either you or the Company may terminate employment at any time, with or without cause. In addition, by signing this letter, you acknowledge that this letter sets forth the entire agreement between you and the Company regarding your employment with the Company, and fully supersedes any prior agreements or understandings, whether written or oral.
Dave, we are pleased you are considering joining Hertz and look forward to the opportunity to work with you.
I, Dave Galainena, as of the date first written above, have
read and understand, and, having had the opportunity to obtain independent legal advice, hereby voluntarily accept and agree to, the terms and conditions of employment as outlined in this letter and I agree to do all things and to execute all documents necessary to give effect to the terms and conditions of employment as outlined in this letter, including but not limited to my execution of the Employee Confidentiality & Non-Competition Agreement.
