SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED EMPLOYMENT CONTINUATION PLAN FOR KEY EMPLOYEES

 

The Second Amended and Restated Employment Continuation Plan for Key Employees of Dollar Thrifty Automotive Group, Inc., effective as of December 9, 2008, as amended March 24, 2010 (the “Plan”) is hereby amended effective December 9, 2011 as follows:

1.	The references to Section 3(d)(iii) in the penultimate paragraph of Section 3(e) are hereby amended to refer to Section 3(e)(iii).

2.	Section 3(i) is hereby amended to read as follows:

 

 

3.	Delete Section 4(d) and replace it with the following new Section 4(d):

(d)           A Key Employee who is listed on Annex B.1 and B.2 will be eligible for Employment Continuation Compensation if, within two years after the occurrence of a Change in Control, (i) the Key Employee’s employment with the Company is terminated by the Company other than for Cause, death or Disability; (ii) the Key Employee voluntarily terminates his employment with the Company following (A) the Key Employee’s annualized base compensation being reduced to 90% or less of his Base Pay (which shall be deemed to result in a material diminution in base compensation) or (B) a significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Company which the Key Employee held immediately prior to the Change in Control.

 

4.	Delete Section 4(e) and replace it with the following new Section4(e).

(e)           Notwithstanding anything herein to the contrary, a Key Employee shall not be eligible for Employment Continuation Compensation unless (i) the Key Employee’s employment is terminated pursuant to Section 4(c)(i) or 4(d)(i), or (ii) a condition as set forth in 4(c)(ii) or 4(d)(ii), as applicable, exists and (A) the Key Employee provides notice to the Company within 90 days of the existence of the condition, (B) the Company does not remedy the condition within 30 days of receipt of such notice, and (C) the Key Employee terminates employment within two years following the initial occurrence of the applicable event.

 

5.	Section 5(a)(iv) is hereby amended in its entirety as follows:

 

A.           A lump sum payment in an amount equal to (i) the Accrued Obligations and (ii) the prorated portion of any annual bonus payable in the year in which the Key Employee’s Termination Date occurs, determined at the greater of actual or target in accordance with the provisions of the annual bonus plan applicable to the Key Employee or any successor plan; and

 

B.           For those Key Employees listed on Annex B.1, a lump sum payment in an amount equal to the sum of Key Employee’s amount of Base Pay and Incentive Pay, multiplied by one and one-half (1.5) and for those Key Employees listed on Annex B.2, a lump sum payment in an amount equal to the sum of Key Employee’s amount of Base Pay and Incentive Pay.

6.	Replace existing Annex B with attached Annex B.1 and Annex B.2.

7.	All other provisions of the Plan not otherwise amended herein remain in full force and effect.

IN WITNESS WHEREOF, Scott L. Thompson, President and Chief Executive Officer, has caused this Amendment to be executed effective the 9th day of December, 2011.

 

 

		DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
ATTEST:
Vicki J. Vaniman		Scott L. Thompson
Secretary		President and Chief Executive Officer

 

 

Annex A

 

 

R. Scott Anderson

H. Clifford Buster

Rick Morris

Vicki J. Vaniman

 

 

 

Annex B.1

 

 

 

Jeffrey A. Cerefice

Lynne Pritchard

 

 

 

 

 

Thomas Adams

Darren Arrington

Fred Chesebro

Joseph Colavecchia

Charles Coniglio

Bill Copeland

Edward “Tony” Davis

James Duffy

Richard Halbrook

Kindra Marts

Vana Matte

Michael McMahon

Kimberly Paul

Les Pritt

Daniel Regan

James R. Ryan

Michael Souza