UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  February 7, 2008  (February 1, 2008)

HERTZ GLOBAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On February 1, 2008, Hertz Global Holdings, Inc. (“Hertz Holdings”) the indirect parent company of the Hertz Corporation (“Hertz” and, together with Hertz Holdings, the “Companies”) entered into Change in Control Severance Agreements (the “Agreements”) with officers and certain key management employees of Hertz Holdings and its subsidiaries, including Joseph Nothwang, Executive Vice President and President, Vehicle Rental and Leasing, The Americas and Pacific, Michel Taride, Executive Vice President and President, Hertz Europe, Ltd. and Elyse Douglas, Executive Vice President and Chief Financial Officer.  The following summary is qualified in its entirety by reference to the form of Agreement, a copy of which will be filed with Hertz Holdings’ Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

The initial term of the Agreement ends on December 31, 2010 but is subject to successive automatic one-year extensions unless Hertz Holdings has given at least 15 months’ advance notice of non-extension.  In the event of a change in control during the term of the Agreement, the Agreement will remain in effect for two years following the change in control.

If a change in control occurs and the covered executive’s employment is terminated by the Companies without cause or by the covered executive with good reason (as these terms are defined in the Agreement), in either case within two years following the change in control, the covered executive will be entitled to the following payments and benefits:

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The foregoing are intended to be in lieu of any other payments and benefits to be made in connection with a covered executive’s termination of employment while the Agreements are in effect.  Covered executives must execute a general release of claims against Hertz Holdings and its affiliates to receive the foregoing severance payments and benefits.  Hertz Holdings has separately agreed with Mr. Nothwang, that he has the right to terminate his employment on or before June 21, 2009 and receive the severance payments and benefits under the Agreement as if a change in control had occurred prior to the termination if Mr. Nothwang determines that certain of his job responsibilities have been adversely affected by recent operational changes.

In the event of a dispute over the Agreement, the covered executive is entitled to payment of his or her legal fees and expenses reasonably incurred so long as the covered executive prevails on at least one material claim in the dispute.  The Agreement also contains a full indemnification in the event that the covered executive is subject to golden parachute excise taxes under the Internal Revenue Code in connection with a change in control, except that the payments to the covered executive will be reduced (and the indemnification will not be paid) if the aggregate payments to the covered executive do not exceed specified thresholds.  The Agreement also contains customary confidentiality, noncompetition and nonsolicitation covenants.

A “change in control” is defined under the Agreement to include:

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Notwithstanding the foregoing, an acquisition, merger or consolidation effected by or involving investment funds affiliated with (or other affiliates of) The Carlyle Group, Clayton, Dubilier & Rice, Inc. or Merrill Lynch Global Private Equity will not constitute a change in control.

2.             Adoption of Severance Plan for Senior Executives.

On February 1, 2008, Hertz Holdings adopted the Hertz Global Holdings, Inc. Severance Plan for Senior Executives (the “Plan”) to provide senior executives of the Companies who are selected to participate in the Plan with severance benefits upon certain terminations of employment.  Participants in the Plan include Gerald Plescia, Executive Vice President and President Hertz Equipment Rental Corporation, Messrs. Nothwang and Taride and Ms. Douglas.  The following summary is qualified in its entirety by reference to the Plan document, a copy of which will be filed with Hertz Holdings’ Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

If a Plan participant’s employment is terminated by Hertz Holdings or one of its subsidiaries for any reason other than cause, permanent disability (as these terms are defined in the Plan) or death, the participant will be entitled to the following payments and benefits:

Participants must execute a general release of claims against Hertz Holdings and its affiliates to receive the foregoing severance payments and benefits.  The Plan contains

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customary confidentiality, noncompetition, nonsolicitation and nondisparagement covenants.  If a participant is entitled to severance payments and benefits under the Plan and a Change in Control Agreement, payments and benefits will be made under the Change in Control Agreement rather than the Plan.

The Plan will be administered by one or more individuals appointed by the compensation committee of the board of directors of Hertz Holdings or (in the absence of an appointment) by the Senior Vice President of Human Resources.  The Plan may be amended or terminated at any time other than with respect to participants then receiving payments and benefits under the Plan.

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SIGNATURES

Pursant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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