HERC HOLDINGS INC — Director's Dealing 2011

Mar 1, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERTZ GLOBAL HOLDINGS INC (HTZ)
CIK: 0001364479
Period of Report: 2011-02-26

Reporting Person: Boyd Lois Irene (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-26	Common Stock	M	40692	—	Acquired	108395	Direct
2011-02-26	Common Stock	F	16562	$15.14	Disposed	91833	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-26	Performance Stock Units	$	M	40692	Disposed		Common Stock (40692)	Direct
2011-02-28	Performance Stock Units	$	A	33660	Acquired		Common Stock (33660)	Direct
2011-03-01	Employee Stock Options (right to purchase)	$14.6	A	49051	Acquired	2021-03-01	Common Stock (49051)	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 February 26, 2009.

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 vest in three tranches. The first tranche, consisting of 25% of the grant, vested on February 26, 2010, which was the first anniversary of the date of grant. Vesting 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. Following vesting of the first tranche, the second and third tranches will vest on the second and third anniversaries of the date of grant contingent only upon the Recipient's continued employment. The second tranche consisted of 25% of the grant and the third tranche will consist of 50% of the grant.

F4: 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.

F5: 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.

F6: Includes 7375 shares acquired through Employee Stock Purchase Plan