exhibit10229.htm


    Exhibit
10.229

    


    DOLLAR
THRIFTY AUTOMOTIVE GROUP, INC.

    DIRECTORS’ DEFERRED
COMPENSATION ELECTION FORM

    


    This
deferral election (“Deferral Election”)
relates to the deferral of the portion of the Annual Equity Grant indicated
below with respect to compensation earned for services rendered during the
period from _______ through ________..

    


    
      	
              I.

            	
              Election as to Amount
      of Annual Equity Grant to be Deferred

               

            


    

    I hereby
irrevocably elect to defer receipt of ______% of my Annual Equity
Grant.

     

    
      	
              II.

            	
              Election as to Time
      and Manner in which Deferred Amounts shall be
      Distributed

               

            


    

    
      	
              A.

            	
              Payment
      Date

               

            


    

    All
amounts deferred hereunder shall be distributed to me, and such distribution
shall commence on (check one only):

     

    
      	
               
      

            	
              q

            	
              (i)
      ______________ (MM/DD/YYYY)

               

            


    

    
      	
               
      

            	
              q

            	
              (ii)
      upon my ceasing to be a director on the Board of the Company

               

            


    

    
      	
               
      

            	
              q

            	
              (iii)
      upon the earlier of (i) or (ii) above.

               

            


    

    Option to
receive all amounts deferred hereunder, or for distribution of such amounts to
commence on a Change in Control of the Company, as defined in the Company’s
Second Amended and Restated Long-Term Incentive Plan and Director Equity
Plan.  In the event of a Change in Control:

     

    
      	
               
      

            	
              q

            	
              I
      wish to receive all amounts deferred hereunder, or for distribution of
      such amounts to commence on such Change in Control.

               

            


    

    
      	
               
      

            	
              q

            	
              I
      wish to receive all amounts deferred hereunder pursuant to my elections
      above, and do not wish to accelerate such payment in the event of a Change
      in Control.

               

            


    

    
      	
              B.

            	
              Manner of
      Distribution

               

            


    

    I elect
to receive distributions pursuant to this Deferral Election as follows (check
one only):

     

    
      	
               
      

            	
              q

            	
              in
      a lump sum

               

            


    

    
      	
               
      

            	
              q

            	
              in
      _____ equal annual installments (up to 10).

               

            


    

    
      	
              III.

            	
              Representations

               

            


    

    
      	
               
      

            	
              1.

            	
              I
      did not look to, or rely in any manner upon, the Company or any of its
      affiliates, officers, employees or representatives for advice about tax,
      financial or legal consequences of making this Deferral Election, and none
      of the Company or any of
      its affiliates, officers, employees or representatives has made or is
      making any representations to me about, or guaranties of, tax, financial,
      operations or legal outcomes of making this Deferral
      Election.

               

            


    

    
      	
               
      

            	
              2.

            	
              The
      Company has recommended that I consult, and I have to the extent I have
      deemed it necessary or advisable consulted, with my tax, financial and/or
      legal advisors with respect to the tax and other consequences of
      participating in the Plan.

               

            


    

    
      
        
        

         


      

    

    
      	
               
      

            	
              3.

            	
              I
      understand that any compensation which I defer pursuant to this election
      may be subject to certain employment taxes on a current basis, such as
      taxes under the Federal Insurance Contributions (Social Security) Act and
      any amount deferred shall be less any required contributions with respect
      thereto.

            


    

    


    
      	
              SIGNED
      this

            	 
      	
              day
      of

            	 
      	
              ,

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              By:

            	 
      
	
              Name:

            	 
      
	 
      	 
      


    

    


    


    
      	
              ACKNOWLEDGED
      this

            	 
      	
              day
      of

            	 
      	
              ,

            	 
      	
              ,

            	
              by

            


    

    


    DOLLAR
THRIFTY AUTOMOTIVE GROUP, INC.

    


    
      	
              By:

            	 
      
	
              Name:

            	 
      
	
              Title: