HERC HOLDINGS INC — Director's Dealing 2011

Mar 2, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERTZ GLOBAL HOLDINGS INC (HTZ)
CIK: 0001364479
Period of Report: 2011-02-28

Reporting Person: FRISSORA MARK P (CEO and Chairman of the Board)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-28	Performance Stock Units	$	A	325740	Acquired		Common Stock (325740)	Direct
2011-03-01	Employee Stock Options (right to purchase)	$14.60	A	498418	Acquired	2021-03-01	Common Stock (498418)	Direct
2011-03-01	Performance Stock Units	$	A	193798	Acquired	2018-03-01	Common Stock (193798)	Direct

Footnotes

F1: Each Performance Stock Unit represents a contingent right to receive one share of HTZ common stock. The performance units vest in three tranches, contingent upon the Recipient's continued employment. The first and second tranches will each consist of 25% of the grant and the third tranche will consist of 50% of the grant. The first tranche will vest on March 4, 2011, the second tranche will vest on March 4, 2012 and the third tranche will vest on March 4, 2013.

F2: The options will vest in four equal installments on the first through fourth anniversaries of the grant date. The first installment will become exercisable on March 1, 2012.

F3: Each Performance Stock Unit represents a contingent right to receive one share of HTZ common Stock. In order for the Performance Stock Units to vest, the following performance criterion must be achieved: Sometime within the 7 year period following the grant date, the 20 day trailing average price of HTZ Common Stock must exceed $20 per share. Vesting is also contingent upon the Recipient's continued employment through the last to occur of the third anniversary of the date of grant or the date upon which the above-described performance criterion is satisfied.