exhibit10230.htm


    Exhibit
10.230

    


    


    DOLLAR
THRIFTY AUTOMOTIVE GROUP, INC.

    DIRECTOR
COMPENSATION

    Effective
January 1, 2010, Until Further Modified

    


    


    
      	
              I.

            	
              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”):

            


    

    


    A.           Annual
Retainer.

    
      	
               
      

            	
              ·

            	
              Each
      Independent Director will receive an annual Board retainer of
      $60,000.

            


    

    
      	
               
      

            	
              ·

            	
              Each
      Committee Chairman will be paid an additional annual chairman retainer as
      follows:

            


    

    
      	
               
      

            	
              o

            	
              Audit
      Committee $10,000

            


    

    
      	
               
      

            	
              o

            	
              Governance
      Committee $5,000

            


    

    
      	
               
      

            	
              o

            	
              Human
      Resources and Compensation Committee
$7,500

            


    

    
      	
               
      

            	
              ·

            	
              The
      Chairman of the Board will be paid an additional $150,000
      annually.

            


    

    


    
      	
               
      

            	
              B.

            	
              Meeting Fees.
      There will be no fees paid for a director’s attendance at Board or
      committee meetings.

            


    

    


    
      	
               
      

            	
              C.

            	
              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.

            


    

    


    
      	
              II.

            	
              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.

            	
              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.

            


    

    


    
      	
              IV.

            	
              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.

            


    

    


    


    


    [APPROVED by the Board of
Directors of Dollar Thrifty Automotive Group, Inc., effective January 1,
2010.]

    


    
       

      
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