Dollar Thrifty Automotive Group, Inc 2012 Executive Incentive Compensation Plan

1.

 

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No funding of the Bonus Pool will occur for EBITDA below a set minimum threshold or for EBITDA in excess of a set maximum.

 

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2.

Except as provided in Section 6 below, Awards, if any, will be paid subsequent to the confirmation of the 2012 financial results of DTG.  The HRCC reserves the right to determine the appropriateness of Awards under the 2012 Plan after review of business conditions and the Company’s continued viability after the close of the 2012 fiscal period.  Awards may not be approved to be paid if it is determined by the HRCC that the business is not stable and/or not properly positioned for success in 2012.

3.

Except as provided in Section 6 below, Participants must be employed by the Company on the Award payment date to be eligible for an Award and must be employed on each of the applicable vesting dates of the PSUs in order to receive them.

4.

Employees who are hired or promoted into an eligible pay grade during 2012 may be considered for participation in the 2012 Plan on a prorated basis based on the number of days worked during the year 2012 in such new pay grade.

5.

Any special circumstances or exceptions not addressed in this 2012 Plan will be resolved by the President and Chief Executive Officer of DTG, in his sole discretion but subject to approval of the HRCC. The HRCC further reserves the right to determine eligibility under the 2012 Plan and to interpret and construe the terms of the 2012 Plan.  The 2012 Plan may be amended, suspended or terminated by the HRCC.

6.

If there is a “Change in Control” of the Company (within the meaning of the Company’s Second Amended and Restated Employment Continuation Plan and the Employment Continuation Agreement with Scott L. Thompson, both dated December 9, 2008 (collectively, the “Arrangements”) during the 2012 fiscal year or in 2013 prior to the scheduled payment date for Awards under the 2012 Plan, the Awards will be paid (a) at the time provided in the Arrangements in the case of Participants whose employment is terminated prior to the Award payment date under circumstances entitling them to severance under the Arrangements and (b) on the Award payment date to Participants who remain employed by the Company through the Award payment date.  All Awards will be (i)  in the form of a lump sum cash payment determined on a basis that is at least as favorable for each Participant as the allocation methodology utilized for the actual payment of Awards pursuant to the 2011 Executive Incentive Compensation Plan and (ii) based on the accounting accrual rate, annualized for 2012 (the same deemed to be the expected 2012 stand alone financial performance at the time of the Change in Control) as of the date immediately prior to the Change in Control and as determined by the Board or the HRCC or based on the actual performance for the 2012 fiscal year as determined at the time of payment, if greater.

 

Further, if there is a Change in Control of the Company (within the meaning of the Arrangements) during the 2012 fiscal year or in 2013 prior to the scheduled payment date for Awards under the 2012 Plan, the target bonus opportunity for a Participant referenced in the Arrangements will be deemed to be the percentage allocation utilized for the actual payment of Awards pursuant to the 2011 Executive Incentive Plan for such Participant as updated to reflect the 2012 EBITDA pool and using the accounting accrual rate, annualized for 2012 and as determined by the Board or the HRCC,  as of the date immediately prior to the Change in Control.  In the event there are individuals who are Participants in the 2012 Plan but were not in the 2011 Executive Incentive Plan, then the percentage allocation for such new Participants will be the average of the percentage allocation of all Participants holding a like office as set forth in the 2011 Executive Incentive Plan.

7.

If a Participant in the 2012 Plan, during his or her employment with the Company or within six (6) months following the payment of the Award, engages in any material Detrimental Activity (defined below), and the Board of Directors of DTG (or any committee as delegated by the Board) (the “Board”) shall so find, the Participant shall return to the Company all or so much of the Award (as determined by the Board) made to the Participant under the 2012 Plan.  To the extent the amount of the Award is not fully paid and returned to the Company, the Company may set off the amount payable to it against any amounts that may be owing from time to time to the Participant, whether as wages, deferred compensation or vacation pay or in the form of any other benefit.

 

(i)

Engaging in any activity, as an employee, principal, agent, or consultant for another entity that competes with the Company in any service, system, or business activity for which the Participant has had any direct responsibility during the last two years of his or her employment with the Company, in any territory in which the Company manufactures, sells, markets, services, or installs such product, service, or system, or engages in such business activity.

 

(ii)

Soliciting any employee of the Company to terminate his or her employment with the Company.

 

(iii)

The disclosure to anyone outside the Company, or the use in other than the Company’s business, without prior written authorization from the Company, of any confidential, proprietary or trade secret information or material relating to the business of the Company, acquired by the Participant during his or her employment with the Company or while acting as a consultant for the Company thereafter.

 

(iv)

The failure or refusal to disclose promptly and to assign to the Company upon request all right, title and interest in any invention or idea, patentable or not, made or conceived by the Participant during employment by the Company, relating in any manner to the actual or anticipated business, research or development work of the Company or the failure or refusal to do anything reasonably necessary to enable the Company to secure a patent where appropriate in the United States and in other countries.

 

(v)

Activity that results in Termination for Cause. “Termination for Cause” shall mean a termination:

 

(a)

due to the Participant’s willful and continuous gross neglect of his or her duties for which he or she is employed, or

 

(b)

 

(vi)

Any other conduct or act determined to be injurious, detrimental or prejudicial to any significant interest of the Company unless the Participant acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company.

 

(vii)

Conduct by a Participant, including errors, omissions or fraud that caused or partially caused the need for the restatement of any financial statements or financial results of the Company.

8.

 

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