HERC HOLDINGS INC — Director's Dealing 2010

Nov 16, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERTZ GLOBAL HOLDINGS INC (HTZ)
CIK: 0001364479
Period of Report: 2010-11-13

Reporting Person: Eckroth Joseph F Jr (Senior Vice President, CIO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-13	Common Stock	M	40000	—	Acquired	88812	Direct
2010-11-13	Common Stock	F	13253	$12.02	Disposed	75559	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-11-13	Performance Stock Units	$	M	40000	Disposed		Common Stock (40000)	Direct

Footnotes

F1: Represents shares issued to the reporting person in respect of the vesting of the second tranche of Performance Stock Units issued on November 13, 2008.

F2: Shares withheld to pay tax liabilities incident to the vesting of performance stock units.

F3: Each Performance Stock Unit represents a contingent right to receive one share of HTZ common stock. The performance stock units vested in two tranches on the first and second anniversaries of the date of grant. Vesting of the first tranche was contingent upon (a) the Recipient's continued employment and (b) satisfaction of the consolidated leverage ratio covenants in the credit agreements governing The Hertz Corporation's senior credit facilities during the period commencing on the date of grant and ending on the first anniversary thereof. Vesting of the second tranche was contingent only upon the Recipient's continued employment.