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EXHIBIT 10(i)
THE HERTZ CORPORATION
April 15, 1994
The Hertz Corporation
000 Xxxx Xxxxxxxxx
Xxxx Xxxxx, XX 00000
Re: SPECIAL SUPPLEMENTAL EXECUTIVE PENSION BENEFIT
Dear _______________:
This letter agreement confirms the understanding reached between you and The
Hertz Corporation (the "Company") regarding the terms and conditions of the
special supplemental executive pension benefit arrangement for you that has
been approved and adopted by the Board of Directors of the Company, effective
as of January 1, 1992, which are as follows:
1. Amount of Supplemental Executive Pension Benefit
Payable on Retirement on or after Age 65
Subject to the terms and conditions of this agreement, if you remain
employed by the Company until your 65th birthday, you shall become eligible
to receive an additional annual supplemental executive pension benefit
("SEP Benefit") in the form of a single life annuity (subject to the
limited 10-year period certain provisions set forth in Paragraph 3 below),
payable in equal monthly installments commencing on the first of the month
coincident with or next following the effective date of your retirement as
an employee in the Company on or after your 65th birthday and continuing
thereafter until your death. This SEP benefit shall be equal to the excess
of (a) over (b), where:
(a) is the annual benefit that, when expressed in the form of a single
life annuity (subject to the limited 10-year-period certain provisions
set forth in Paragraph 3 below), is equal to 50% of your Final Average
Earnings, determined in accordance with the definition of "Earnings"
and "Final Average Earnings" in Paragraphs A.3 and A.4 of Schedule A
of The Hertz Corporation Account Balance Defined Benefit Pension Plan
(the "Basic Plan") as in effect on December 31, 1987 (and as
thereafter amended from time to time during your employment), applied
in each case;
-- without regard to Sections 401(a)(17) and 415 of the Internal
Revenue Code of 1986, as amended from time to time, and
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-- by including any salary or bonus compensation amounts (if
any) deferred by you pursuant to The Hertz Corporation Executive
Deferred Compensation Plan based on the year in which such
amounts are earned (but excluding any interest or other earnings
credited under such plan with respect to such deferred amounts);
and
(b) is the sum of your accrued annual pension benefits, expressed in the
form of a single life annuity (with no death benefits) calculated as
commencing on the first of the month coincident with or next
following the effective date of your retirement on or after your 65th
birthday (without any change in otherwise pensionable compensation or
earnings), under:
-- the Basic Plan;
-- any predecessor plan of the Basic Plan (excluding the Retirement
Plan for Employees of the RCA Corporation and Subsidiary
Companies);
-- The Hertz Corporation Supplemental Retirement Savings Plan
(the "Basic SERP"); and
-- any other Company sponsored employee pension or retirement plan,
program or arrangement now or hereinafter in effect (excluding
Social Security benefits and any deferred or equity/incentive
compensation arrangements and excluding this Agreement).
In the event of your retirement from active employment with the Company as
of a date more than one month after your 65th Birthday, the annuity benefit
payable hereunder shall be redetermined in accordance with clauses (a) and
(b) above as of the last day of the last month of your employment
but shall not be less than the annual benefit determined under this
Paragraph of you 65th birthday frozen as of that date and actuarially
adjusted to reflect such delayed retirement (and your resulting reduced
life expectancy), based on the actuarial tables and factors used under
the Basic Plan.
2. Amounts Payable Upon Termination of Employment Prior
to Age 65 Due to Disability, Early Retirement or Otherwise
(a) Amounts Payable Upon Termination of Employment Due to Disability.
In the event of termination of your employment with the Company prior
to attaining your 65th Birthday due to Disability (as defined
below), you shall be entitled to a reduced SEP Benefit determined by
calculating the amount payable under Paragraph 1 as of the effective
date of your termination as if you had attained age 65 (based on your
actual service and compensation as of the actual termination date),
reducing the amount determined under Paragraph 1(a) above by 0.333%
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April 15, 1994
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for each full month by which the date of termination due to Disability
precedes your 65th birthday.
For purposes of this Agreement, "Disability: shall mean total and
permanent disability as defined under the Company's Long-Term
Disability Plan, as determined by an independent physician selected by
the Company and reasonably acceptable to you (or your legal
representative), provided that you do not return to work on
substantially a full-time basis within 30 days after written notice
from the Company of an intent to terminate your employment due to
Disability.
(b) Amounts Payable on Early Retirement. In the event of termination of
your employment with the Company after attaining your 60th birthday
and prior to attaining your 65th birthday due to Early Retirement (as
defined below), you shall be entitled to a SEP Benefit determined by
calculating the amount payable under Paragraph 1 as of the effective
date of your termination as if you had attained age 65 (based on your
actual service and compensation as of the actual termination date).
For purposes of this Agreement, "Early Retirement" shall mean your
retirement as an employee of the Company on such date after attaining
your 60th birthday and prior to attaining your 65th birthday as may be
mutually agreed upon by you and the Company.
(c) Other Termination of Employment Prior to Age 65. In the event of a
voluntary or involuntary termination of your employment (with or
without cause) prior to your 65th birthday by the Company or by you,
in either case for any reason other than due to Disability, due to
Early Retirement, or due to a death covered by Paragraph 3 below, you
shall not be entitled to any SEP Benefit payments hereunder.
3. Amounts payable in Event of Death
(a) Death While Still in Service. In the event of your death prior to
January 1, 2002 while still in service with the Company, your
surviving spouse (if any) (or your estate if there is no surviving
spouse at the time of your death) shall be entitled to receive monthly
death benefit payments under this Agreement commencing on the first of
the month next following your death until (and including) January 1,
2002 equal to the monthly benefit that you would have received under
this Agreement:
-- If you were age 65 or older at your death, calculated as if you
had retired on the day immediately preceding the date of your
death, and
-- If you had not yet attained age 65 at your death, calculated as if
your employment had been terminated due to Disability on the day
immediately preceding the date of your death.
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April 15, 1994
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In addition, after such January 1, 2002 date, your surviving spouse
(in any) at the time of your death if still living on January 1, 2002
(but not your estate) shall be entitled, until such spouse's death to
a continued monthly benefit equal to 50% of the monthly benefit
payable prior to January 1, 2002.
(b) Death After Retirement, Early Retirement or Termination Due to
Disability. In the event of your death prior to January 1, 2002
after retiring form active service with the Company on or after age
65 (under Paragraph 1 above) or a termination of your employment due
to Disability (under Paragraph 2(a) above) or due to Early Retirement
(under Paragraph 2(b) above); (i) your surviving spouse (if any) (or
your estate if there is no surviving spouse at the time of your
death) shall be entitled to receive monthly death benefit payments
under this agreement commencing on the first of the month next
following your death until (and including) January 1, 2002 equal to
the monthly benefit that you were receiving under this Agreement at
the time of your death, unless, (ii) in lieu of such benefit, you
elect at the time of your retirement or termination (in a written
notification filed with the Company) to have the Company instead pay
a death benefit, to your surviving spouse only, equal to 50% of the
monthly death benefit otherwise payable hereunder, with such monthly
death benefit being payable for the life of the surviving spouse only.
If you make such an election and you are not survived by your spouse
at the time of your death, such election will be treated as void and
your estate shall be entitled to whatever death benefit (if any) would
have otherwise been payable hereunder if no such election had been
made.
4. Non-Compete, Non-Solicit and Confidentially Provisions
Payment of the SEP benefits provided for hereunder shall be subject to your
compliance with whatever non-compete, employee and customer
non-solicitation and business information confidentiality requirements are
otherwise applicable to you.
5. Unfunded Status of SEP Benefit
The SEP benefit provided hereunder is intended to constitute an "unfunded"
deferred pension benefit arrangement, and no provisions contained in this
Agreement shall give you any rights with respect to such benefit that are
greater than those of a general creditor.
6. Impact on Employment Rights
Neither this Agreement nor any action taken pursuant to such Agreement
shall be construed as:
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April 15, 1994
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-- giving you any right to be retained in the employ of the Company;
-- affecting any existing rights of the Company to terminate your
employment with or without cause, or
-- interfering with any other rights created under any other program,
agreement or arrangement.
7. Taxes
Anything in this Agreement to the contrary notwithstanding, all payments
required to be made by the Company hereunder to you shall be
subject to withholding of such amounts relating to Federal, state and
local taxes as the Company may reasonably determine it should withhold
pursuant to any applicable law or regulation.
8. Disputes: Enforcement of Rights
All reasonable legal and other fees and expenses incurred by you in
connection with any disputed claim regarding any right or benefit provided
for in this Agreement shall be paid by the Company, to the extent permitted
by law, provided that you are successful in whole or in part as to such
disputed claim as the result of litigation, arbitration or settlement.
9. Assignability, Binding Nature
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors, heirs and assigns.
None of your rights or obligations under this Agreement may be assigned or
transferred by you other than your rights to benefits hereunder, which may
be transferred only by will or operation of law, subject in each case to
the limitations of this Agreement.
No rights or obligations of the Company under this Agreement may be
assigned or transferred by the Company, except pursuant to a merger or
consolidation in which the Company is not the continuing entity, or the
sale or liquidation of all or substantially all of the assets of the
Company, provided that the assignee or transferee is the successor to all
or substantially all of the assets of the Company and such assignee or
transferee assumes the liabilities, obligations and duties of the Company,
as contained in this Agreement, either contractually or as a matter of law.
10. Entire Agreement; Amendment of Waiver
This Agreement, subject to the terms of any other Company pension plan(s),
program(s) and arrangement(s) if and to the extent such terms are in
writing and, under Paragraphs
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April 15, 1994
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1 and 2 above, are expressly incorporated herein by reference, contains the
entire agreement between the parties hereto concerning the special
supplemental executive pension benefit provided hereunder, and supersedes
all prior agreements, understandings, discussions, negotiations and
undertakings, whether written or oral, between the Company and you with
respect thereto.
No provision in this Agreement may be amended or waived unless such
amendment or waiver is agreed to in writing and signed by you and a duly
authorized officer of the Company. No waiver by either party hereto or any
breach by the other party or any condition or provision of this Agreement
to be performed by the other party shall be deemed a waiver of a similar or
dissimilar condition or provision at the same or any prior or subsequent
time.
II. Other Provisions
(a) In the event that any provision or portion of this Agreement shall be
determined to be invalid or unenforceable, in whole or in part, for
any reason, the remaining provisions of this Agreement shall be
unaffected thereby and shall remain in full force and effect to the
fullest extent permitted by law.
(b) This Agreement shall be governed by, and construed and interpreted in
accordance with, the laws of the State of Delaware, without reference
to conflict of law principles.
(c) Any notice given to either party to this Agreement shall be in writing
and shall be deemed to have been given when delivered personally or
sent by certified or registered mail, postage prepaid, return receipt
requested, in each case duly addressed to the party concerned at such
party's principal current mailing address.
(d) The paragraph headings contained in this Agreement are for convenience
only and shall not be deemed to control or affect the meaning or
construction of any provision of this Agreement.
THE HERTZ CORPORATION
By:__________________________
X. X. Xxxxxxxx
Secretary
AGREED:
_________________________________
