exhibit10232.htm


    Exhibit
10.232

    Dollar Thrifty Automotive
Group, Inc

    2010 Executive Incentive
Compensation Plan

    


    


    Purpose

    


    This 2010
Executive Incentive Compensation Plan (the “2010 Plan”) is
designed to motivate and reward executives for goal and objective achievement
and for contributing to the overall performance of Dollar Thrifty Automotive
Group, Inc. and its subsidiaries (“DTG” or,
collectively, the “Company”) for the
year 2010.

    


    Plan
Participants

    


    Participation
in the 2010 Plan is limited to executive personnel in pay grades 40 and above
(“Participants”).

    


    Target
Award

    


    The
Target Award is a percentage of Participant’s base pay as of the date the bonus
is earned.

    


    Plan
Provisions

    


    
      	
              1.

            	
              An
      incentive compensation award (the “Award”) will be
      based on DTG’s earnings before interest, taxes, depreciation and
      amortization (“EBITDA”) plus
      or minus any adjustment made and approved by the Human Resources and
      Compensation Committee of the Board of Directors of DTG (the “HRCC”) in its
      sole discretion.

            


    

    


    
      	
               
      

            	
              ·

            	
              Awards
      will only be considered if DTG’s  2010
      EBITDA  exceeds  DTG’s 2009
  EBITDA.

            


    

    


    
      	
               
      

            	
              ·

            	
              Awards
      will be allocated to Participants based on the Participant’s specified
      Target Award level and cannot exceed 150% of the Target
    Award.

            


    

    


    
      	
               
      

            	
              ·

            	
              The
      threshold for this Plan is equal to the 2009 final
      EBITDA.   Awards earned under the Plan must be funded by
      EBITDA in excess of the minimum EBITDA threshold.  The target
      EBITDA growth is 10%.

            


    

    


    
      	
              2.

            	
              Awards,
      if any, will be paid subsequent to the confirmation of the 2010 financial
      results of DTG.  The HRCC reserves the right to determine the
      appropriateness of Awards under the 2010 Plan after review of business
      conditions and the Company’s continued viability after the close of the
      2010 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
2011.

            


    

    


    
      	
              3.

            	
              Participants
      must be employed by the Company on the Award payment date to be eligible
      for an Award.

            


    

     

    
      
        1

         


      

       

    

    
      	
              4.

            	
              Employees
      who are hired or promoted into an eligible pay grade during 2010 may be
      considered for participation in the 2010 Plan on a prorated basis based on
      the number of days worked during the year
2010.

            


    

    


    
      	
              5.

            	
              Any
      special circumstances or exceptions not addressed in this 2010 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 2010 Plan and to
      interpret and construe the terms of the 2010 Plan.  The 2010
      Plan may be amended, suspended or terminated by the
  HRCC.

            


    

    


    
      	
              6.

            	
              If
      a Participant in the 2010 Plan, during his or her employment with the
      Company or within six (6) months following the payment of the Award,
      engages in any 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 2010 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.

            


    

    


    As used
herein, “Detrimental
Activity” means:

    


    
      	
               
      

            	
              (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.

            


    

     

    
      
        2

         


      

       

    

    
      	
               
      

            	
              (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)

            	
              due
      to an act of dishonesty on the part of the Participant constituting a
      felony resulting or intended to result, directly or indirectly, in his or
      her gain for personal enrichment at the expense of the
      Company.

            


    

    


    
      	
               
      

            	
              (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.

            


    

    


    7.           Miscellaneous.

    


    
      	
               
      

            	
              ·

            	
              No Continued
      Employment.  Nothing in this Plan is intended to be or
      shall be construed as a promise of continued employment or employment for
      any specified period.

            


    

    


    
      	
               
      

            	
              ·

            	
              Agreement and
      Governing Law.  The Plan shall be governed by and
      construed in accordance with the laws of the State of Oklahoma without
      reference to principles of conflicts of laws.  Any dispute,
      claim or cause of action related to this Plan shall be commenced in the
      applicable state or federal courts located in Tulsa County,
      Oklahoma.

            


    

    


    
      	
               
      

            	
              ·

            	
              Descriptive
      Headings.  Descriptive headings are for convenience only
      and shall not control or affect the meaning or construction of any
      provisions of the Plan.

            


    

     

    
      
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