Attached files
Exhibit
10.230
DOLLAR
THRIFTY AUTOMOTIVE GROUP, INC.
DIRECTOR
COMPENSATION
Effective
January 1, 2010, Until Further Modified
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I.
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Payment for
Services. Directors who are not officers or employees of
Dollar Thrifty Automotive Group, Inc. (“DTAG”), or any
of its affiliates (“Independent
Directors”) will be paid as follows for their services on the Board
of Directors of DTAG (the “Board”):
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A. Annual
Retainer.
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Each
Independent Director will receive an annual Board retainer of
$60,000.
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Each
Committee Chairman will be paid an additional annual chairman retainer as
follows:
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o
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Audit
Committee $10,000
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o
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Governance
Committee $5,000
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o
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Human
Resources and Compensation Committee
$7,500
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The
Chairman of the Board will be paid an additional $150,000
annually.
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B.
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Meeting Fees.
There will be no fees paid for a director’s attendance at Board or
committee meetings.
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C.
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Annual Equity
Grant. In
January of each calendar year each Independent Director will be granted
Restricted Stock Units having a value of $90,000.00, determined based on
the Market Value Per Share of the underlying Common Stock on the date of
grant, as defined in and pursuant to DTAG’s Second Amended and Restated
Long-Term Incentive Plan and Director Equity Plan (the “LTIP”). The
Restricted Stock Units will vest on December 31 of the year in which they
are granted, provided that the Independent Director is still serving on
the Board on such date, and unless the Independent Director has made an
election to defer distribution of the Common Stock underlying the
Restricted Stock Units, such Common Stock will be distributed on such
December 31. If the Independent Director’s service terminates
prior to December 31, but at least six months following the grant date for
any reason other than a Change in Control, a pro rata portion of the
Restricted Stock Units shall vest on the date of separation from service
based on the Independent Director’s period of service during the year and
the Common Stock underlying the Restricted Stock Units will be distributed
within thirty (30) days of such separation from service. In the
event of a Change in Control, the Restricted Stock Units shall become
fully vested immediately upon the date of the Change in Control and
distributed within thirty (30) days of the Change in Control unless
otherwise deferred by a Director to a different
date.
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II.
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Deferral
Option. Each Independent Director shall have the option
to defer his or her annual equity grant to be issued on a specific date in
a future year, such as separation of service from the Board. An
Independent Director electing to defer his or her grant must make such
election by December 31 of the year preceding the year in which the
compensation to be deferred would be earned by completing the Deferral
Election Form in
the form provided by the Company and returning such form to the Company no
later than December 31 of the year preceding the year in which the
compensation to be deferred would be earned. Notwithstanding
the foregoing, during the first year in which an Independent Director
becomes eligible to defer his or her annual retainer, such election may be
made within 30 days of becoming eligible to make such deferral, provided
that such deferral election shall only apply to amounts earned with
respect to services rendered after the date on which such deferral
election is made.
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III.
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Payment
Method All retainers will be paid in cash quarterly in
arrears (with the exception of the Chairman of the Board retainer which
will be paid monthly), and the annual equity grant will be paid in DTAG
stock at the times set forth in Section I.C.
above.
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IV.
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Additional
Benefits. While traveling, Independent Directors will be
provided rental cars at any Company location or any successor company
location without charge for product and service
evaluation. This benefit will continue for Independent
Directors following their departure from the Board if (i) the Independent
Director has been a member of the Board for more than five (5) years; or
(ii) separation from service occurs following a Change in
Control. This benefit cannot be exchanged for cash or any other
benefit.
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[APPROVED by the Board of
Directors of Dollar Thrifty Automotive Group, Inc., effective January 1,
2010.]
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