exhibit10231.htm


    
      
        	
                 
      

              	
                Exhibit
      10.231

              


      

      


      


      
        	
                 
      

              	
                RESTRICTED
      STOCK UNITS GRANT AGREEMENT

              


      

      


      THIS
RESTRICTED STOCK UNITS GRANT AGREEMENT (this "Agreement") is dated
the _____ day of _____________, 20__, between Dollar Thrifty Automotive Group,
Inc., a Delaware corporation ("Company"), and ____________________ (the
"Non-Employee Director").

      


      RECITALS:

      


      A.           The
Company's Second Amended and Restated Long-Term Incentive Plan and Director
Equity Plan (as amended and restated effective December 9, 2008), and originally
adopted by the Company's shareholders on May 20, 2005, as amended (the "Plan") provides for
the grant of Restricted Stock Units of the Company to certain eligible employees
and directors of the Company or its Subsidiaries pursuant to the terms of the
Plan and this Agreement.

      


      NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereby agree as follows:

      


      
        	
                 
      

              	
                1.

              	
                Defined
      Terms.  Defined terms used in this Agreement shall have
      the same meaning as those terms defined and used in the Plan, unless
      otherwise indicated in this
Agreement.

              


      

      


      
        	
                 
      

              	
                2.

              	
                Grant
      of Restricted Stock Units,  The Company grants ________
      Restricted Stock Units to the Non-Employee Director on _______________,
      20____ subject to the restrictions set forth herein. Unless otherwise
      provided herein, the Restricted Stock Units shall vest on the Vesting Date
      (as defined below).

              


      

      


      3.      Payment and
Vesting.

      


      
        	
                 
      

              	
                (a)

              	
                Vesting.  Provided
      the Non-Employee Director remains in the continuous service of the Company
      through ____________, 20___ (the "Vesting Date"),
      the Restricted Stock Units covered by this Agreement, will become vested,
      non-forfeitable and payable on such date. Payment of the Restricted Stock
      Units shall be made in the form of Common Shares no later than two and one
      half months following the last day of the year in which the Vesting Date
      occurs.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Separation from
      Service Other than in Connection With a Change in
      Control.

              


      

      Notwithstanding
the provisions of Section 3(a), upon the separation from service of the
Non-Employee Director on the Board for any reason prior to the Vesting Date,
other than in connection with a Change in Control, the Restricted Stock Units
awarded hereby shall become vested, non-forfeitable and payable on a prorated
basis (rounded up to the nearest whole Restricted Stock Unit) based on the
number of days that the Non-Employee Director served on the Board from
_____________, 20___, through the date of such separation. Payment of the
Restricted Stock Units shall be made in the form of Common Shares no later than
two and one half months following the date of the separation from
service.

      
        
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                (c)

              	
                Separation From
      Service in Connection With a Change in
      Control.  Notwithstanding the provisions of Section 3(a),
      upon separation from service for any reason in connection with a Change in
      Control prior to the Vesting Date, all Restricted Stock Units granted
      pursuant to this Agreement shall become immediately vested,
      non-forfeitable and payable. Payment of the Restricted Stock Units shall
      be made in the form of Common Shares no later than two and one half months
      following the date of the separation from
  service.

              


      

      


      
        	
                4.

              	
                Assignability.  Neither
      this grant nor the Restricted Stock Units that may be awarded hereunder
      shall be assignable, except as permitted in accordance with Section 11 of
      the Plan.

              


      

      


      
        	
                5.

              	
                Securities
      Laws Requirements.  This grant has not been registered
      under the Securities Act of 1933, as amended, or any applicable state
      securities laws and no transfer or assignment of this grant may be made in
      the absence of an effective registration statement under such laws or the
      availability of an exemption from the registration provisions thereof in
      respect of such transfer or
assignment.

              


      

      


      
        	
                6.

              	
                Integrated
      Agreement.  This Agreement shall consist of its terms and
      those terms of the Plan which are relevant to this Agreement and both
      shall be read together.

              


      

      


      
        	
                7.

              	
                Weekends,
      Holidays.  If the last or appointed day for the taking of
      any action required or the expiration of any right granted herein shall be
      a Sunday, or a Saturday or shall be a legal holiday or a day on which
      banking institutions in Tulsa, Oklahoma, are authorized or required by law
      to remain closed, then such action may be taken or right may be exercised
      on the next succeeding day which is not a Sunday, a Saturday or a legal
      holiday and not a day on which banking institutions in Tulsa, Oklahoma,
      are authorized or required by law to remain
  closed.

              


      

      


      
        	
                8.

              	
                Amendments.  Any
      amendment to the Plan will be deemed to be an amendment to this Agreement
      to the extent that the amendment is applicable hereto; provided,
      however, that no amendment will adversely affect the rights of the
      Non-Employee Director under this Agreement without the Non-Employee
      Director's consent.

              


      

      


      
        	
                9.

              	
                Severability.  In
      the event that one or more of the provisions of this Agreement is
      invalidated for any reason by a court of competent jurisdiction, any
      provision so invalidated will be deemed to be separable from the other
      provisions hereof, and the remaining provisions hereof will continue to be
      valid and fully enforceable.

              


      

      


      
        	
                10.

              	
                Compliance
      with Section 409A of the Code.  This Agreement is
      intended to comply with Section 409A of the Code and the grant hereunder
      and the terms of this Agreement shall be administered in a manner that is
      intended to comply with Section 409A of the Code and shall be construed
      and interpreted, to the extent permitted by law, in accordance with such
      intent. It is not intended that this grant be subject to Section 409A of
      the Code.  To the extent that the grant is subject to Section
      409A of the Code, it shall be granted and issued in a manner that will
      comply with Section 409A of the Code, including any Guidance. Any
      provision of this Agreement that would cause the grant or issuance to fail
      to satisfy Section 409A of the Code shall have no force and effect until
      amended to comply with Code Section 409A (which amendment may be
      retroactive to the extent permitted by the
  Guidance).

              


      

       

      
        
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                11.

              	
                Compliance
      with Law.  Notwithstanding
      any other provision of this Agreement, the Company will not be obligated
      to issue any Common Shares in payment of any vested Restricted Stock Unit
      pursuant to this Agreement if the issuance thereof would result in a
      violation of any laws.  The Company will make reasonable efforts
      to comply with all applicable federal and state securities
      laws.

              


      

      


      
        	
                12.

              	
                Governing
      Law.  This Agreement shall be governed by and construed
      in accordance with the laws of the State of
  Delaware.

              


      

      


      IN
WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of
the day and year above written.

      


      
        	
                Attest:

                 

                 

                 

              	 
      	
                DOLLAR
      THRIFTY AUTOMOTIVE GROUP, INC.

              
	 
      	 
      	
                By:

              	 
      
	 
      	 
      	 
      	 
      
	
                Secretary

              	 
      	 
      	
                President
      and Chief Executive Officer

              


      

      


      


      


      
        	 
      	 
      
	 
      	
                Name:

              	 
      
	 
      	
                Non-Employee
      Director

              


      

       

      
        
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