Benefit Equalization Plan

Exhibit 10.10


THE HERTZ CORPORATION

BENEFIT EQUALIZATION PLAN

(as amended and restated effective January 1, 2005)

(as further amended effective December 31, 2008)


The Hertz Corporation, with its principal office at 225 Brae Boulevard, Park Ridge, New Jersey, by action of its Board of Directors, adopted, effective January 1, 1996, a Benefit Equalization Plan (the " Plan" ) to provide a select group of management and highly compensated employees a program supplementing benefits payable to them under The Hertz Corporation Account Balance Defined Benefit Pension Plan (the " Retirement Plan" ). This Plan provides equalization benefits that cannot be provided under the tax qualified Retirement Plan because of limitations imposed by Sections 415 and 401(a)(17) of the Code.


The Plan is hereby amended and restated, effective as of January 1, 2005, in order to conform the Plan to the requirements of Code Section 409A. The Company has determined that it does not wish to distinguish the treatment of benefits accrued and vested by December 31, 2004 from that of benefits accrued or vested after that date. Accordingly, the Company intends that this amendment and restatement constitute a material modification of the Plan as in effect on October 3, 2004 and that, consequently, all benefits under the Plan be administered on a unitary basis subject to Code Section 409A. The Plan was amended and restated again, effective as of December 31, 2008, in order to reflect the operation of the Plan pursuant to final regulations issued under Section 409A and to bring the plan into documentary compliance thereunder.


ARTICLE 1. - - DEFINITIONS


Capitalized words and phrases used herein, but which are not defined herein, shall have the same meaning ascribed to them in the Retirement Plan. In addition, the following definitions shall apply for purposes of this Plan:


1.1


Beneficiary


-


The person designated in writing, on such form as the Committee may prescribe, to receive any benefits with respect to such Participant in the event of his or her death. Such beneficiary designation may be changed at any time.


1.2


Code


-


The Internal Revenue Code of 1986, as amended from time to time, and applicable rules and regulations thereunder. Reference to any section of the Code shall be to that section as it may be renumbered, amended, supplemented or reenacted.


1.3


Committee


-


The Pension and Welfare Plans Administration Committee appointed by the Company, or any successor to that committee.


1.4


Company


-


The Hertz Corporation, or any successor thereto.


1.5


Employee


-


An employee of the Company.


1.6


Equalization Benefit


-


The benefit payable to a Participant pursuant to this Plan.


1.7


Limitations


-


Limitations on benefits and compensation imposed on the Retirement Plan by Sections 415 and 401(a)(17) of the Code.


1.8


Participant


-


An Employee who meets the participation requirements of Article 2.


1.9


Retirement Plan


-


The Hertz Corporation Account Balance Defined Benefit Pension Plan, as amended from time to time.


1.10


SEP


-


The Hertz Corporation Supplemental Executive Pension Plan, as amended from time to time.


1.11


SERP I


-


The Hertz Corporation Supplemental Retirement and Savings Plan, as amended from time to time.


1.12


SERP II


-


The Hertz Corporation Supplemental Executive Retirement Plan, as amended from time to time.


ARTICLE 2. - PARTICIPATION IN THE PLAN


An Employee shall become a Participant if, on or after January 1, 1996, his Retirement Plan benefits are restricted by the Limitations; provided, however that: a) such Employee does not participate in the SEP or SERP I; and b) the senior human resources officer of the Company


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determines that such Employee is both (i) a member of a " select group of management or highly compensated employees" and (ii) eligible to participate in the Plan.


ARTICLE 3. - EQUALIZATION BENEFITS


3.1 A Participant' s Equalization Benefit shall be equal to the difference between the amount that would have been credited to his " Cash Balance Account" under the Retirement Plan without regard to the Limitations and the amount actually credited to his Cash Balance Account.


3.2 If no election is made in accordance with Section 3.3, the Equalization Benefit shall be paid in a lump sum within 90 days following the later of the Participant' s attainment of age 55 or his separation from service.


3.3 If the Participant, subject to Sections 3.4, 3.5 and 3.6, so elects in writing, in accordance with such rules and procedures as established by the Committee, his Equalization Benefit will be distributed as follows:


(a) on the date selected by the Participant for payments to be made (or commence), but not earlier than the later of his attainment of age 55 or his separation from service, nor later than the April 1 st of the calendar year immediately following the calendar year in which he attains age 70bd; and


(b) in the form of any option available under the Retirement Plan that the Participant selects.


Such election must be made by December 31, 2005 with respect to any Participant as of December 31, 2005. Any such Participant who fails to make a timely election under Section 3.3 will be deemed to have elected the time and method of payment of Section 3.2. The election of a new or current Employee first becoming a Participant after 2005


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shall be made not later than January 30 th of the calendar year following the calendar year in which the Participant first accrues an Equalization Benefit under the Plan; provided that an Employee who participates in SERP II and who thereafter becomes a participant in this Plan shall be deemed to have elected the same time and method of payment as applicable to his benefit under SERP II.


A Participant who made a timely election under this Section 3.3, or whose time and method of distribution is determined pursuant to Section 3.2, may elect to delay the date of distribution to another date permitted under (a) above or change the form of distribution to another form permitted under (b) above (such election, a " Subsequent Deferral Election" ), provided that :


(a) such election will not take effect until at least 12 months after the date on which the election is made;


(b) such election must be made not less than 12 months prior to the date on which payment of such distribution would otherwise have been made or commenced (in the absence of such election); and


(c) the payment (commencement) date chosen must be not less than five years after the date that the distribution would have otherwise been made (or commenced).


Such Subsequent Deferral Election must be made in the manner specified by the Committee and in accordance with the subsequent deferral and anti-acceleration provisions of Code Section 409A(a)(4)(C) and related regulations. A Participant' s election among actuarially equivalent annuity forms available under the Plan (determined as permitted under the regulations promulgated under Section 409A) prior to the


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commencement date shall not be treated as a Subsequent Deferral Election and shall instead be immediately effective. In no event shall a Participant' s Subsequent Deferral Election result in a change to the time and method of distribution of benefits to the Participant under SERP I or SERP II.


3.4 Notwithstanding any other provision of the Plan to the contrary, if at the time a Participant separates from service he is a " specified employee" of the Compa ...