0001047469-09-002182 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 3rd, 2009 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • Delaware

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of December 31, 2008, is between Hertz Global Holdings, Inc., a Delaware corporation (the “Company”), and Mark P. Frissora (the “Executive”).

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RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • March 3rd, 2009 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • Delaware

This RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), dated as of the Grant Date set forth on the signature page hereof, is entered into by and between Hertz Global Holdings, Inc., a Delaware corporation (the “Company”), and the Participant whose name appears on the signature page hereof (the “Participant”).

AMENDMENT NO. 1 TO INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 3rd, 2009 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York

THIS AMENDMENT NO. 1 TO INDEMNIFICATION AGREEMENT (this “Amendment”) is made effective as of by and among Hertz Global Holdings, Inc., a Delaware corporation formerly known as CCMG Holdings, Inc. (the “Company”), The Hertz Corporation, a Delaware Corporation (“Hertz” and, together with the Company, the “Company Entities”), , , and .

Contract
Master Exchange Agreement • March 3rd, 2009 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York

AMENDMENT NO. 1 (this “Amendment”) dated as of January 30, 2009, to the AMENDED AND RESTATED MASTER EXCHANGE AGREEMENT dated as of January 26, 2007 (the “Master Exchange Agreement”), among THE HERTZ CORPORATION, a Delaware corporation (“Hertz”), HERTZ VEHICLE FINANCING LLC, a special purpose limited liability company established under the laws of Delaware (“HVF”), HERTZ GENERAL INTEREST LLC, a Delaware limited liability company (“HGI”), HERTZ CAR EXCHANGE INC., a Delaware corporation (the “QI”) and DB SERVICES TENNESSEE, INC., a Delaware corporation (“Deutsche Bank”).

AMENDMENT NO. 1 TO INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 3rd, 2009 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • Delaware

THIS AMENDMENT NO. 1 TO INDEMNIFICATION AGREEMENT (this “Amendment”) is made effective as of by and between Hertz Global Holdings, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

PERFORMANCE STOCK UNIT AGREEMENT
Performance Stock Unit Agreement • March 3rd, 2009 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • Delaware

This PERFORMANCE STOCK UNIT AGREEMENT (the “Agreement”), dated as of the Grant Date set forth on the signature page hereof, is entered into by and between Hertz Global Holdings, Inc., a Delaware corporation (the “Company”), and the Participant whose name is set forth on the signature page hereof (the “Participant”).

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