HERTZ CORP
For the period ended Jun 30, 2026. Filed Aug 6, 2026.
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Jun 30, 2026 · Filed Aug 6, 2026
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ITEM 5. Other Information
During the quarter ended June 30, 2026, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) entered into any (i) contract or written plan for the purchase or sale of securities of Hertz Global intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or (ii)non-Rule 10b5-1 trading arrangement.
CHANGE IN CONTROL SEVERANCE PLAN FOR SENIOR EXECUTIVES
On August 5, 2026, the Board upon the recommendation of the Compensation Committee of the Board, approved and adopted the 2026 Hertz Global Holdings, Inc. Change in Control Severance Plan for Senior Executives (the “Change in Control Severance Plan”). The Change in Control Severance Plan provides severance and related benefits to a select group of the Company’s senior executives (including the Company’s Chief Executive Officer and other executive and senior vice president-level employees, which group includes the Company’s named executive officers) in the event of a “Qualifying Termination” which is a termination by the Company other than for “cause,” permanent disability, or death or a resignation by the senior executive for “good reason,” in either case occurring on or within 2 years following a “change in control” of the Company (as defined in the Change in Control Severance Plan).
Upon a Qualifying Termination, in addition to receiving any earned but unpaid salary, earned but unpaid annual performance bonus for the year prior to termination, and/or other vested payments or benefits, an eligible senior executive will be entitled to receive: (i) a pro-rata annual performance bonus for the year of termination based on actual achievement of the applicable performance metrics; (ii) a cash severance payment equal to the sum of the senior executive’s base salary and target annual bonus, multiplied by a severance factor (1.5 times for senior vice presidents, 2.0 times for executive vice presidents, and 2.5 times for the Chief Executive Officer), generally payable in installments (except for the current Chief Executive Officer, whose payment will be made in a lump sum in accordance with his employment agreement) over a corresponding “Severance Period” (18 months for senior vice presidents, 24 months for executive vice presidents, and 30 months for the Chief Executive Officer following termination); (iii) continued medical, dental, vision, and other health coverage (or, if such coverage cannot be provided, a monthly cash payment equal to the applicable COBRA premium) for the duration of the applicable Severance Period; and (iv) full accelerated vesting of outstanding time-based equity awards and pro-rata accelerated vesting of outstanding performance-based equity awards (with performance deemed achieved at the greater of target or actual results as of the termination date), in each case under the Company’s 2021 Omnibus Incentive Plan (or any successor thereto).
The senior executive must execute (and not revoke) a release of claims within 60 days following termination to be eligible for benefits. The Change in Control Severance Plan contains certain covenants regarding confidential information, non-competition, non-solicitation and non-disparagement. These restrictive covenants generally apply for a period equal to the greater of 12 months or the applicable Severance Period, but not more than 24 months following termination. All compensation and benefits payable under the Change in Control Severance Plan also remain subject to the Company’s Covered Officer Compensation Clawback Policy or any other clawback policy of the Company. A senior executive who is otherwise a party to a separate offer letter, employment agreement, or similar arrangement providing for severance is not entitled to duplicate benefits under the Change in Control Severance Plan.
The foregoing description of the Change in Control Severance Plan does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Change in Control Severance Plan, a copy of which is filed with this Quarterly Report.
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