Departure of John Tague

On December 12, 2016, John Tague stepped down as President and
Chief Executive Officer and as a member of the boards of
directors of Hertz Global Holdings, Inc. (“HGH”) and The Hertz
Corporation (together with HGH, the “Companies”), effective
January 2, 2017.

In connection with Mr. Tague’s departure, Mr. Tague and the
Companies entered into a separation and general release agreement
(the “Separation Agreement”), dated as of December 12, 2016. to
the Separation Agreement, Mr. Tague will be eligible to receive
compensation and benefits generally consistent with that payable
upon a termination without cause under his employment agreement
with HGH and the HGH Severance Plan for Senior Executives,
including (a) a severance payment of $3,678,750, payable in equal
installments over the 18-month period following his termination
of employment, (b) continued health and welfare insurance
benefits for the 18-month period following his termination of
employment, (c) vesting of certain options and performance stock
units granted to him in connection with joining the Companies,
which vesting is prorated based on the portion of the vesting
period elapsed as of the date of Mr. Tague’s termination and
based on deemed satisfaction of performance goals at the target
level and (d) certain relocation benefits. Mr. Tague will not
receive a bonus for 2016 or a prorated bonus for 2017.

In consideration for the promises and payments made by the
Companies under the Separation Agreement, Mr. Tague has agreed to
a general release of claims in favor of the Companies and their
affiliates. Mr. Tague also reaffirmed his commitment to be bound
by the restrictive covenants concerning noncompetition and
nonsolicitation of employees and clients contained in his
employment agreement with HGH and the HGH Severance Plan for
Senior Executives.

The foregoing summary description of the Separation Agreement is
qualified in its entirety by reference to the full text of the
Separation Agreement, which is attached as Exhibit 10.1 hereto
and incorporated herein by reference.

Appointment of Kathryn V. Marinello as President and Chief
Executive Officer

On December 12, 2016, the boards of directors of the Companies
unanimously approved the appointment of Kathryn V. Marinello, age
60, as President and Chief Executive Officer and a member of the
boards of directors of the Companies, effective January 3, 2017.

Ms. Kathryn V. Marinello, also known as Kathy, has served as a
Senior Advisor of Ares Management LLC since March 2014. Ms.
Marinello served as the Chairman, President and Chief Executive
Officer of Stream Global Services, Inc. from 2010 to March 2014.
She has a broad career background including experience in
banking, business service and technology. Ms. Marinello served as
the Chief Executive Officer and President of Ceridian Corporation
from 2006 to 2010. She served in a wide variety of senior roles
over 10 years at General Electric, leading global, multi-billion
dollar financial and services businesses. She served as the Chief
Executive Officer and President of GE Fleet Services at GE
Commercial Finance from October 2002 to October 2006 and GE
Insurance Solutions from 1999 to 2002. She served as President
and Chief Executive Officer of GE Financial Assurance Partnership
Marketing Group, a diverse organization that includes GE’s
affinity marketing business, Auto Home Insurance business, and
Auto Warranty Service business from December 2000 to October
2002. Prior to this role, Ms. Marinello served as President of GE
Capital Consumer Financial Services and also served as an
Executive Vice President of GE Card Services, where she began her
GE career in 1997. Prior to GE Capital, she served as President
of the Electronic Payments Group at First Data Corporation, where
she provided electronic banking and commerce, debit and
commercial processing to the financial services industry. She has
also served in senior leadership positions at US Bank, Chemical
Bank, Citibank and Barclays. She is an Independent Director of AB
Volvo, General Motors Corporation and RealPage, Inc. and a Member
of the Supervisory Board at The Nielsen Company B.V.

In connection with Ms. Marinello’s appointment as President and
Chief Executive Officer, the Companies and Ms. Marinello executed
a term sheet setting forth the material terms of an employment
agreement, equity award agreements and a change in control
agreement, which will be completed prior to her appointment as
President and Chief Executive Officer.

The term sheet contemplates an initial employment period
commencing January 3, 2017 and ending December 31, 2019. In
consideration for Ms. Marinello’s services as President and
Chief Executive Officer, she will be entitled to an annual base
salary of $1,450,000, a target annual bonus opportunity of 150%
of her annual base salary and sign-on equity awards with a grant
date fair value of $5,175,000, which will be allocated 60% in the
form of performance options, 10% in the form of restricted shares
and 30% in the form of performance shares. The foregoing equity
awards are scheduled to vest on December 31, 2019 subject to Ms.
Marinello’s continued service through such date and, in the case
of the performance options and performance shares, subject to the
satisfaction of performance goals related to EBITDA. Following
2017, Ms. Marinello will be eligible to receive equity awards on
a basis no less favorable than grants made to other senior
executives of the Companies. Ms. Marinello will also be eligible
to participate in the employee benefit plans offered to other
senior executives of the Companies, and will be entitled to
indemnification to the fullest extent permitted by applicable law
and directors’ and officers’ insurance coverage to the same
extent as other executive officers and directors of the
Companies. In addition, Ms. Marinello will receive a $10,000
allowance to assist her with shipping personal goods to Florida,
a $25,000 payment each January to cover traveling expenses and up
to $50,000 to cover expenses incurred in connection with the
negotiation of her employment arrangements with the Companies.

If Ms. Marinello’s employment were terminated involuntarily by
the Companies without cause, by Ms. Marinello for good reason or
due to death or disability, she would be entitled to vesting of
any unvested portion of her sign-on equity awards, which vesting
would be determined based on actual performance at the end of the
performance period and prorated based on the portion of the
vesting period elapsed as of the date of her termination. In
addition, Ms. Marinello will be eligible to participate in the
HGH Severance Plan for Senior Executives with a severance
multiple of 1.5x and will be offered a change in control
agreement with a severance multiple of 2.5x.

The payment of severance benefits is subject to Ms. Marinello’s
execution of a release of claims in favor of the Companies and
their affiliates. In addition, the term sheet provides for
restrictions on (i) competition and solicitation of employees and
customers, clients and distributors of HGH and its affiliates
while employed and for two years following termination of
employment for any reason and (ii) disclosure of confidential
information while employed and perpetually thereafter.

The foregoing summary of the term sheet with Ms. Marinello does
not purport to be complete and is qualified in its entirety by
reference to the full text thereof, which is included as Exhibit
10.2 hereto. Once finalized, the employment arrangements will be
included in an amendment to this filing.

Resignation of Directors

Linda Fayne Levinson, who currently serves as the Independent
Non-Executive Chair and a Class III director of the Companies,
has chosen to leave the boards of directors of the Companies
effective as of January 2, 2017. Ms. Fayne Levinson’s decision
to resign was not due to any disagreement with the Companies on
any matter relating to their operations, policies or practices.

Carl T. Berquist, who currently serves as a Class III director of
the Companies has chosen to leave the boards of directors of the
Companies effective as of January 2, 2017. Mr. Berquist’s
decision to resign was not due to any disagreement with the
Companies on any matter relating to their operations, policies or
practices.

Michael J. Durham, who currently serves as a Class II director of
the Companies, has chosen to leave the boards of directors of the
Companies effective as of January 2, 2017. Mr. Durham’s decision
to resign was not due to any disagreement with the Companies on
any matter relating to their operations, policies or practices.

The boards of directors of the Companies have determined to
decrease the size of the boards of directors of the Companies by
three, with seven directors remaining, upon the effectiveness of
these resignations.

In connection with Ms. Fayne Levinson’s departure from the
boards of directors of the Companies, the boards of directors of
the Companies have appointed Henry R. Keizer as Independent
Non-Executive Chair of the Companies.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits. The following Exhibits are filed herewith as part
of this report: