Director Nominee		Qualifications, Skills and Experience
John C. Pope	§ ● ● ● ● ●	Executive management experience, including in ~~automotive~~transportation industry business and at the president, chief operating officer and chief financial officer ~~level~~levels §Core management skills §Experience in finance, financial reporting, compliance and controls and international business §Public company directorship and committee experience, including in the ~~automotive~~ transportation industry and at board chairman level §Independent of management
Scott L. Thompson	● ● ● ●	§Operating and management experience in automotive industry businesses, including at the chief financial officer level and at the executive vice president of operations level §Core management skills §Company Chief Executive ~~Officer’s~~Officer’s unique perspective and insights into the Company and its businesses, relationships, competitive and financial positioning, senior leadership and strategic opportunities and challenges §Public company directorship and committee experience, including at board chairman level

Below is information furnished to us by the director nominees, including their name, age, principal occupation or employment during at least the past five years and the period during which such person has served as a director of DTG.

Thomas P. Capo, ~~59,~~60, has served as a director of DTG since November 1997 and as Chairman of the Board ~~since~~from October ~~2003.~~2003 to November 2010. Mr. Capo was a Senior Vice President and the Treasurer of DaimlerChrysler Corporation from November 1998 to August 2000. From November 1991 to October 1998 he was Treasurer of Chrysler Corporation. Prior to holding these positions, Mr. Capo served as Vice President and Controller of Chrysler Financial Corporation. Mr. Capo is also currently a director and member of the audit committee of Cooper Tire & Rubber Company, and has served in that capacity since 2007. Since November 9, 2009, he has also served as a director and ~~me mber~~member of the audit committee of Lear Corporation. Mr. Capo previously served as a director of Sonic Automotive, Inc. from 2001 to 2006, of JLG Industries, Inc. from 2005 to 2006, and of Micro-Heat, Inc., a private company, from 2006 to 2007.

Maryann N. Keller, ~~66,~~67, has served as a director of DTG since May 2000. Ms. Keller was President of the Automotive Services unit of priceline.com from July 1999 to November 2000. Prior to joining priceline.com, she was a senior managing director and investment analyst at Furman Selz LLC from 1985 to 1998 and was a financial analyst with ING Barings (which acquired Furman Selz LLC in 1998) from January 1999 to June 1999. ~~Ms. Keller was also a director of Lithia Motors, Inc. from 2006 to 2009.~~ Since December 2000, Ms. Keller has been the President of Maryann Keller & Associates, a consulting firm. Ms. Keller was also a director of Lithia Motors, Inc. from 2006 to 2009. Since May 2010, Ms. Keller has been a director of DriveTime Automotive Group, Inc., and currently serves on its audit, compensation and governance committees.

Hon. Edward C. Lumley, ~~70,~~71, has served as a director of DTG since December 1997. Mr. Lumley has been Vice Chairman of the investment banking firm BMO Nesbitt Burns Inc. since January 1991. Prior to this, Mr. Lumley was Chairman of the ~~Naranda~~Noranda Manufacturing Group and was an elected member of the Canadian Parliament, serving as a Minister of the Crown in several portfolios such as industry and international trade. He has served as a director of CN Rail since 1996 and as a director of BCE Inc. since 2003. Mr. Lumley has previously served as a director of Magna International Inc. from 1989 to 2007, of Magna Entertainment Corp. from 2000 to 2006, and of Intier ~~Automot ive~~Automotive Inc. from 2001 to 2005. In 2006, Mr. Lumley was appointed Chancellor of the University of Windsor.

Richard W. Neu, ~~54,~~55, has served as a director of DTG since February ~~2006.~~2006 and was appointed as its Chairman of the Board on November 29, 2010. Mr. Neu served as the interim Chief Financial Officer of DTG from April 2008 until the appointment of Mr. Thompson to that position in May 2008. Mr. Neu was the Chief Financial Officer and Treasurer of Charter One Financial, Inc. from December 1985 to August 2004, was a director of Charter One Financial, Inc. from 1992 to August 2004, and previously worked for KPMG LLP as a Senior Audit Manager. Mr. Neu has been a director of MCG Capital Corporation since November 2007, and has been Chairman of the Board since April 2009. In January 2010, Mr. Neu was elected a director of Huntington ~~Bancshar es~~Bancshares Incorporated.

John C. Pope, ~~61,~~62, has served as a director of DTG since December 1997. Mr. Pope has been Chairman of PFI Group, an investment firm, since July 1994. Mr. Pope has also been Chairman of the Board of Waste Management, Inc. since November 2004 and a director since 1997. In addition, Mr. Pope has served as a director of Con-Way, Inc. since 2003, of Kraft Foods Inc. since 2001, and of RR Donnelley & Sons, Inc. (or a predecessor company) since 1997. Mr. Pope was the Chairman of the Board of MotivePower Industries, Inc. from January 1996 to November 1999 and a director from May 1995 to November 1999. Mr. Pope also previously served as a director of ~~F ederal-Mogul~~Federal-Mogul Corporation from 1987 to 2007. Further, Mr. Pope served as a director of Per-Se Technologies, Inc. from 1996 to 2005. Mr. Pope served as a director and in various executive positions with UAL Corporation and United Airlines, Inc. between January 1988 and July 1994, including as Chief Financial Officer, President and Chief Operating Officer. Mr. Pope also has served as Chief Financial Officer (from 1985 to 1988) and Treasurer (from 1979 to 1985) of AMR Corporation/American Airlines.

Scott L. Thompson, ~~51,~~52, has served as a director of DTG since October 2008 and is the Chief Executive Officer and President of DTG. Prior to serving as Chief Executive Officer and President, Mr. Thompson was a Senior Executive Vice President and the Chief Financial Officer of DTG from May 2008 to October 2008. Prior to joining DTG, Mr. Thompson was a consultant to private equity firms from 2005 until May 2008, and was a founder of Group 1 Automotive, Inc., a NYSE and Fortune 500 company, serving as its Senior Executive Vice President, Chief Financial Officer and Treasurer from February 1996 until his retirement in January 2005. Mr. Thompson is non-executive Chairman of the Board of Houston Wire and Cable and has served in that ~~c apacity~~capacity since 2007, and has served as a director of Conn’s, Inc. since June 2004. Mr. Thompson is a ~~CPA~~Certified Public Accountant and a member of, and designated as a certified director by, the National Association of Corporate Directors.

BIOGRAPHICAL INFORMATION REGARDING EXECUTIVE OFFICERS

The following sets forth information concerning the executive officers of DTG other than Mr. Thompson (whose information appears above) as of the date of this Proxy Statement, including their name, age, principal occupation and employment during at least the past five years and the period during which such person has served as an executive officer of DTG.

R. Scott Anderson, ~~51,~~52, is Senior Executive Vice President, Operations and Global Sales and Marketing of DTG. Prior to his election as a DTG officer in January 2003, Mr. Anderson served in several management positions with Thrifty Rent-A-Car System, Inc. since October 1995.

H. Clifford Buster III, ~~40,~~41, joined DTG in October 2008 and is Senior Executive Vice President, ~~and the~~ Chief Financial ~~Officer.~~Officer and Treasurer. Mr. Buster is a Certified Public Accountant and previously served as Vice President of Finance and Treasurer of Helix Energy Solutions Group, Inc. from March 2006 to October 2008 and in various finance positions, including Vice President and Treasurer, with Group 1 Automotive, Inc. from 1998 to ~~2006, including Vice President and Treasurer.~~2006.

Rick L. Morris, ~~51,~~52, is Executive Vice President and Chief Information Officer of DTG, and has served in such capacity since October 2007. Prior to joining DTG, Mr. Morris had been the Chief Information Officer of a division of Capital One Financial Corporation since 2002.

Vicki J. Vaniman, ~~53,~~54, is Executive Vice President, ~~and~~ General Counsel ~~of DTG,~~ and Secretary ~~to the Board.~~of DTG. Prior to her election as a DTG officer in January 2003, Ms. Vaniman had been Vice President and General Counsel for Dollar Rent-A-Car Systems, Inc. since February 1996.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,

DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS

Certain Beneficial Owners

The following table sets forth certain information as of April ~~12, 2010,~~11, 2011, with respect to each person known by DTG to beneficially own more than 5% of the outstanding Shares:

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class (1)
~~T. Rowe Price Associates, Inc.~~ ~~100 East Pratt Street~~ ~~Baltimore, Maryland 21202~~	~~1,720,740 (2)~~	~~6.01~~
~~MSD~~York Capital ~~L.P.~~ ~~MSD SBI, L.P.~~Management Global Advisors, LLC ~~645~~767 Fifth Avenue, 2117stth Floor New York, New York ~~10022~~10153	~~1,599,739 (3)~~ 4,173,642 (2)	~~5.59~~ 14.43%
~~Citadel Investment Group II, L.L.C.~~ ~~131 South Dearborn Street, 32~~nd ~~Floor~~ ~~Chicago, Illinois 60603~~	~~1,541,704 (4)~~	~~5.38~~
~~Dimensional Fund Advisors LP~~ ~~Palisades West, Building One~~ ~~6300 Bee Cave Road~~ ~~Austin, Texas 78746~~	~~1,533,740 (5)~~	~~5.36~~
~~BlackRock, Inc.~~ ~~40 East 52~~nd ~~Street~~ ~~New York, New York 10022~~	~~1,526,194 (6)~~	~~5.33~~
PAR Investment Partners, L.P. PAR Group, L.P. PAR Capital Management, Inc. One International Place, Suite 2401 Boston, Massachusetts 02110	2,191,800 (3)	7.58%
BlackRock, Inc. 40 East 52nd Street New York, New York 10022	2,048,239 (4)	7.08%
~~1,446,936 (7)~~Westchester Capital Management, LLC Westchester Capital Management, Inc. 100 Summit Drive Valhalla, New York 10595	~~5.05~~ 2,028,131 (5)	7.01%

(1)	Based on ~~28,629,652~~28,929,182 Shares outstanding as of April ~~12, 2010.~~11, 2011.

(2)

~~As reported in a Schedule 13G amendment dated February 12, 2010, T. Rowe Price Associates, Inc. (“Price Associates~~”) has sole voting power in respect of 475,100 Shares, sole dispositive power in respect of all the reported Shares and shared voting or dispositive power with respect to none of the reported Shares. These Shares are owned by various individual and institutional investors, including T. Rowe Price Small-Cap Value Fund, Inc. (which owns and has sole voting power in respect of 1,208,000 Shares, representing 4.2% of the Shares outstanding as of April 12, 2010), which Price Associates serves as investment adviser with power to direct investments and/or sole power to vote the securities. For purposes of the reporting requirements of the Exchange Act, Price Associates is deemed to be a beneficial owner of such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities.

~~(3)~~

~~As reported in a Schedule 13G amendment dated February 16, 2010, MSD SBI, L.P. (“SBI”) is the record and direct beneficial owner of the Shares. MSD Capital, L.P. (“MSD Capital~~”) is the general partner of, and may be deemed to beneficially own securities owned by, SBI. MSD Capital Management, LLC is the general partner of, and may be deemed to beneficially own securities owned by, MSD Capital. Michael S. Dell is the controlling member of, and may be deemed to beneficially own securities owned by, MSD Capital Management, LLC. SBI and MSD Capital have shared voting and dispositive power in respect of all the reported Shares and sole voting or dispositive power in respect of none of the reported Shares.

~~(4)~~

As reported in a Schedule 13G dated ~~March 18, 2010, Citadel~~April 11, 2011, York Capital Management Global Advisors, LLC (“~~Citadel Advisors”), Citadel Holdings II, LP (“CH-II”), Citadel Investment Group II, L.L.C. (“CIG-II”) and Kenneth Griffin filed jointly with respect to Shares owned by Citadel Derivatives Trading Ltd. (“CDT”), Citadel Global Equities Master Fund Ltd. (“~~CG~~”), PioneerPath Capital Ltd. (“Pioneer”), Citadel Securities LLC (“C itadel Securities~~”) and certain segregated accounts. Citadel Advisors, an investment adviser, is the investment manager for CG, Pioneer and certain segregated accounts, and the portfolio manager for CDT. CH-II is the managing member of Citadel Advisors. CIG-II is the general partner of Citadel Holdings, LLP, the non-member manager of Citadel Securities and CH-II. Kenneth Griffin is the President and Chief Executive Officer of, and owns a controlling interest in, CIG-II. CIG-II and Kenneth Griffin may be deemed to beneficially own Shares owned by CDT, CG, Pioneer and Citadel Securities, and certain segregated accounts, with shared voting and dispositive power with respect to all of the Shares reported. Citadel Advisors and CH-II may be deemed to beneficially own Shares owned by CDT, CG, Pioneer, Citadel Securities and certain segregated accounts with shared voting and dispositive power with respect to 1,456,916 of the reported Shares.

~~(5)~~

As reported in a Schedule 13G amendment dated February 10, 2010, Dimensional Fund Advisors LP, an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager to certain other commingled group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “~~Funds~~”). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment adviser, sub-adviser and/or manager, neither Dimensional Fund Advisors LP nor its subsidiaries (collectively, “~~Dimensional~~”) possesses voting an d/or investment power over Shares that are owned by the Funds, and may be deemed to be the beneficial owner of the Shares held by the Funds. However, all Shares listed above are owned by the Funds. Dimensional expressly disclaims beneficial ownership of such Shares. Dimensional Fund Advisors LP has sole voting power in respect of 1,517,807 Shares, sole dispositive power in respect of all the reported Shares and shared voting or dispositive power in respect of none of the reported Shares.

~~(6)~~

~~As reported in a Schedule 13G amendment dated January 20, 2010, BlackRock, Inc., a parent holding company,~~ has sole voting and dispositive power in respect of all of the reported Shares and shared voting and dispositive power in respect of none of the reported Shares.

~~(7)~~(3)

As reported in a Schedule 13G dated ~~March 26,~~July 14, 2010, PAR Investment Partners, L.P., PAR Group, L.P. and PAR Capital Management, Inc. have sole voting and dispositive power in respect of all of the reported Shares and shared voting and dispositive power in respect of none of the reported Shares.

(4)	As reported in Schedule 13G dated February 4, 2011, BlackRock, Inc., a parent holding company, has sole voting and dispositive power in respect of all the reported Shares and shared voting and dispositive power in respect of none of the reported Shares.

(5)

As reported in a Schedule 13G dated February 14, 2011 filed jointly by Westchester Capital Management, LLC (“Westchester LLC”), Westchester Capital Management, Inc. (“Westchester Inc.”), The Merger Fund, The Merger Fund VL, the Dunham Monthly Distribution Fund (“DMDF”) and Green & Smith Investment Management L.L.C. (“Green & Smith” and, together with the other named entities, the “Reporting Companies”) and Messrs. Roy Behren, Michael T. Shannon and Frederick W. Green (the “Principals”). According to the Schedule 13G, Westchester LLC and Westchester Inc. may each be deemed to beneficially own 2,028,131 Shares, consisting of (i) 1,990,731 Shares held by The Merger Fund, (ii) 7,400

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Shares held by The Merger Fund VL and (iii) 30,000 Shares held by the DMDF. Westchester LLC is the investment advisor of The Merger Fund and The Merger Fund VL, and the sub-advisor of the DMDF. Westchester Inc also held those positions with respect to such Reporting Companies until December 31, 2010. Green & Smith may be deemed to beneficially own 50,111 Shares held by GS Master Trust, for which it serves as investment advisor. Each of the Principals may also be deemed to beneficially own all of the foregoing Shares by virtue of their shared voting and dispositive power with respect thereto with the applicable Reporting Companies. Each of Messrs. Behren and Shannon are Co-President of Westchester LLC and Co-Manager and members of Green & Smith. Until December 31, 2010, Mr. Green was President of Westchester Inc. and a Manager of Green & Smith.

Directors, Director Nominees and Executive Officers

The following table sets forth certain information as of April ~~12, 2010~~11, 2011 with respect to the number of Shares owned by (a) each director nominee of DTG, (b) each named executive officer of DTG and (c) all current directors and named executive officers of DTG as a group.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership (1)		Percent of Class (2)	Amount and Nature of Beneficial Ownership (1)		Percent of Class (2)
Thomas P. Capo	66,950	(3)	Less than 1%	70,510	(3)	Less than 1%
Maryann N. Keller	62,451	(4)	Less than 1%	66,011	(4)	Less than 1%
Hon. Edward C. Lumley	57,268	(5)	Less than 1%	60,828	(5)	Less than 1%
Richard W. Neu	34,791	(6)	Less than 1%	38,351	(6)	Less than 1%
John C. Pope	79,453	(7)	Less than 1%	83,013	(7)	Less than 1%
Scott L. Thompson	275,125	(8)	Less than 1%	434,433	(8)	1.5%

H. Clifford Buster III	67,334	(9)	Less than 1%	136,010	(9)	Less than 1%
R. Scott Anderson	134,145	(10)	Less than 1%	225,260	(10)	Less than 1%
Vicki J. Vaniman	68,067	(11)	Less than 1%	127,166	(11)	Less than 1%
Rick L. Morris	40,562	(12)	Less than 1%	88,012	(12)	Less than 1%
All directors and named executive officers as a group	886,146		3.10%	1,329,594		4.6%

reserves, for an annual fee which does not exceed $120,000. This relationship and the work performed by the Risk and Financial Services Group are unrelated to the work performed by Towers Watson at the request of the Human Resources and Compensation Committee and, therefore, the Human Resources and Compensation Committee has determined that Towers Watson is independent with regard to its compensation consulting. Further, all of Towers ~~Watson~~Watson’s work for DTG must be pre-approved by the Human Resources and Compensation Committee.

The Human Resources and Compensation Committee also reviews the compensation for the Board and its committees. In recommending such compensation to the Board, the Human Resources and Compensation Committee utilizes data furnished by Towers Watson.

The agenda for meetings of the Human Resources and Compensation Committee is determined by its ~~Chairman~~Chair with the assistance of the Chairman of the Board, Chief Executive Officer and Senior Vice President-Human Resources. Such meetings are regularly attended by the Chief Executive Officer and the Senior Vice President-Human Resources. At each meeting, the Human Resources and Compensation Committee also meets in executive session. The ~~Chairman~~Chair of the Human Resources and Compensation Committee reports the ~~committee’s~~Human Resources and Compensation Committee’s recommendations on executive compensation to the Board. Independent ~~advisers~~advisors and DTG’s human resources department support the Human Resources and Compensation Committee in its duties and such department may be delegated authority to fulfill certain administrative duties regarding the Company’s compensation programs. The Human Resources and Compensation Committee has authority under its charter to retain, approve fees for and terminate consulting firms as it deems necessary to assist in the fulfillment of its responsibilities.

Compensation Committee Interlocks and Insider Participation

Directors Thomas P. Capo (ex-officio), Maryann N. Keller, Edward C. Lumley and John C. Pope served as members of the Human Resources and Compensation Committee ~~in 2009.~~during 2010. None of the foregoing directors has ever been an officer or employee of DTG or has had any relationship requiring disclosure by DTG as a related party transaction.

Report of Audit Committee

Meetings With Management, Internal Auditors and Independent Auditors

The Audit Committee reviewed and discussed the audited financial statements and effectiveness of internal controls with management, internal auditors and the ~~Independent Auditors,~~Company’s independent registered public accounting firm for 2010, Deloitte & Touche LLP. Based on these discussions and its other work, the Audit Committee recommended that the Board include the audited consolidated financial statements in DTG’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2009.~~2010.

The Audit Committee also has met and held discussions with management, internal auditors and the Independent Auditors regarding various topics in addition to matters related to financial statements.

The discussions with Deloitte ~~& Touche LLP~~ also included the matters required by the Statement on Auditing Standards No. 114, The Auditor’s Communication with Those Charged with ~~Governance.~~Governance.

In addition, Deloitte ~~& Touche LLP~~ has provided to the Audit Committee the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the firm’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed the firm’s independence with the firm.

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Responsibility

The Audit Committee is not responsible for either the preparation of the financial statements or the auditing of the financial statements. Management has the responsibility for preparing the financial statements and implementing, maintaining and evaluating the effectiveness of internal controls and the Independent Auditors have the responsibility for auditing financial statements and evaluating the effectiveness of the internal controls. The Audit Committee has relied, without independent verification, on management’s representation that the financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted in the United States of America and on the representations of the Independent Auditors included in their report on DTG’s ~~financia l~~financial statements.

THE AUDIT COMMITTEE

Maryann N. Keller, Chair

Thomas P. Capo

Edward C. Lumley

Richard W. Neu ~~Chairman~~

~~Thomas P. Capo, ex-officio~~

~~Maryann N. Keller~~

~~Edward C. Lumley~~

March ~~24, 2010~~31, 2011

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Compensation

Board Compensation has historically consisted of a combination of cash, equity grants and vehicle privileges. ~~During 2008 and 2009, the target value of the total independent~~In 2010, director compensation was significantly lower than in prior years due to the declining Share price and the elimination of one of the two vehicles provided to the directors for their personal use. As is more particularly discussed below, the director compensation for 2010 was modified to reflect current market practice, including the elimination of meeting fees and the vehicles provided to the directors for their personal use.

Board Meeting Fees, Committee Meeting Fees and Retainers

~~In 2009, the independent directors were each paid an annual board retainer of $35,000,~~ Beginning in quarterly installments of $8,750. They were also paid an attendance fee of $1,000 for each meeting of the Board and for each meeting of a Board committee of which they are members. The foregoing payments were required to be paid in Common Stock until the director met DTG’s stock ownership guidelines described below. Upon meeting the guidelines, directors were able to receive remaining payments in their choice of cash or Common Stock. All current directors have met DTG’s stock ownership guidelines.

In addition to the annual retainer and meeting fees described above, the Governance Committee chairman was paid an annual retainer of $5,000, in quarterly cash installments of $1,250. The Human Resources and Compensation Committee chairman was paid an annual retainer of $7,500, in quarterly cash installments of $1,875. The Audit Committee chairman was paid an annual retainer of $10,000, in quarterly cash installments of $2,500. Mr. Capo is the non-executive Chairman of the Board. Mr. Capo’s compensation for services rendered as Chairman was $150,000 for the fiscal year ended December 31, 2009.

~~Effective as of January 1,~~ 2010, the annual compensation program for independent directors provides that for each fiscal year of service, each independent director will receive an annual retainer of $60,000 in the form of cash, paid in quarterly installments of $15,000 each, and $90,000 in the form of equity compensation, discussed below. The Company ~~will no longer~~did not pay separate meetings fees but ~~will continue~~continued to pay ~~chairman~~additional fees to the committee chairs as ~~discussed above.~~follows: The ~~new compensation program~~Governance Committee chair was ~~approved by our directors on January 27, 2010 on the recommendations~~paid an annual retainer of ~~the~~$5,000, in quarterly cash installments of $1,250. The Human Resources and Compensation Committee ~~following its~~chair was paid an annual ~~independent director~~retainer of $7,500, in quarterly cash installments of $1,875. The Audit Committee chair was paid an annual retainer of $10,000, in quarterly cash installments of $2,500. Mr. Capo was the non-executive Chairman of the Board from January 1, 2010 to November 29, 2010. Mr. Capo’s compensation ~~review required by its charter and~~for services rendered as Chairman was $137,500 for the ~~Company’s Corporate Governance Policy.~~fiscal year ended December 31, 2010.

Effective December 1, 2010, the compensation for independent directors in 2011 will remain as it was in 2010 with the exception of the retainer for the Chairman of the Board, which is $100,000 annually, paid quarterly in arrears.

Directors were permitted to elect in advance to defer all or any portion of their compensation that was to be paid in Common Stock.

Restricted Stock Grants

On January ~~29, 2009,~~27, 2010, each independent director was granted ~~28,455~~3,560 Restricted Stock Units under the Plan having an aggregate grant date fair value of ~~$35,000, with the exception of Mr. Wax, who was granted 10,447 Restricted Stock Units having an aggregate grant date fair value of $12,850, in anticipation of his retirement from the Board.~~$90,000. The number of Restricted Stock Units granted was calculated on the basis of the closing price per Share on the day of the grant ($~~1.23)~~25.28). The Restricted Stock Units vested on December 31, ~~2009, with the exception of the grant to Mr. Wax, which vested on May 14, 2009.~~2010. Beginning in ~~2010,~~2011, each independent director will receive a retainer in the form of Restricted Stock Units with a grant date fair value of $90,000 in addition to the cash retainer discussed above. ~~;Accordingly,~~Accordingly, on January ~~27, 2010,~~26, 2011, each independent director was granted ~~3,560~~1,866 Restricted Stock Units having an aggregate grant date fair value of $90,000 and which will vest on December 31, ~~2010.~~2011.

~~Prior to 2010, directors were permitted to elect in advance to receive payment of the Restricted Stock Units on the date of vesting either in cash or Common Stock.~~ Effective January 2010, Restricted Stock Units will be settled exclusively in Common Stock.

Other

~~In 2009, DTG made available to each independent director~~Effective January 1, 2010, the benefit of providing one vehicle for personal use to each independent director while serving as a director ~~of DTG, including the cost of routine maintenance, tags and insurance coverage. Effective January 1, 2010, this benefit~~ was eliminated. DTG will continue its policy of furnishing rental cars for short-term use for product and service evaluation to each director. ~~In the event of~~Following a change in control of DTG or retirement from the Board with five ~~years~~ or more years of service, each director is permitted the use of rental cars for product and service evaluation for the life of the director.

No Employee Director Compensation or Benefits

DTG does not pay compensation or provide benefits for service to any director solely in such capacity who is also an officer or employee of the Company, except that Mr. Thompson, as a director, is entitled to the use of rental cars for product and service evaluation for life if he retires from the Board with five or more years of service or following a change in control of DTG.

Director Compensation Table

The following table provides certain summary information concerning compensation of the independent directors for the fiscal year ended December 31, ~~2009:~~2010:

~~2009~~2010 DIRECTOR COMPENSATION

Name ~~(a)~~	Fees Earned or Paid in Cash ($) (b)		Stock Awards ($) (c)(1)		Option Awards ($) (d)(2)		Non-Equity Incentive Plan Compensation ($) (e)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (f)		All Other Compensation ($) (g)(3)		Total ($) (h)		Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
(a)																(b)		(c)(1)		(d)(2)		(e)		(f)		(g)		(h)
Thomas P. Capo		219,000		35,000		--		--		--		17,407		271,407		197,500		90,000		--		--		--		--		287,500
Maryann N. Keller		63,000		35,000		--		--		--		21,358		119,358		60,833		90,000		--		--		--		--		150,833
The Hon. Edward C. Lumley		70,500		35,000		--		--		--		25,757		131,257
Hon. Edward C. Lumley																67,500		90,000		--		--		--		--		157,500
Richard W. Neu		69,000		35,000		--		--		--		3,152		107,152		77,500		90,000		--		--		--		--		167,500
John C. Pope		63,000		35,000		--		--		--		13,154		111,154		65,000		90,000		--		--		--		--		155,000
Edward L. Wax		28,981		12,850		--		--		--		14,129		55,960

The Company was able to successfully mitigate personnel distractions and disruptions to its operations related to the proposed merger by keeping employees informed of developments, implementing retention tools and ensuring that everyone’s focus remained on product delivery and customer service during the period of uncertainty. The Company favorably resolved fleet financing issues in 2010, completing over $1 billion of new financing to support the Company’s rental business, and ended 2010 with profitable operations, abundant liquidity and a share price that had improved from $25.61 on December 31, 2009 to $47.26 on December 31, 2010, an increase of approximately 85%. In a study by Bespoke Investment Group LLC of Harrison, New York, DTG was named as having the second best performing shares in the Russell 3000 Index over the past two years.

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The Human Resources and Compensation ~~Committee determined~~Committee’s actions during 2010 with respect to executive pay reflected these circumstances and results. Given the ongoing uncertainty in the economy and the fact that ~~it would need to take extraordinary measures~~the Company had only recently completed the first phase of its turnaround plan in 2009, ~~in order~~the Human Resources and Compensation Committee chose not to ~~ensure the engagement and continuity of the newly retained management team as they addressed the significant issues facing the Company. The Company implemented a two-pronged program~~increase base pay for ~~the~~its named executive officers ~~that (i) modified~~for 2010. In addition, the ~~cash bonus plan established in October 2008 to provide both retentive~~Human Resources and ~~performance components~~Compensation Committee did not issue equity as a component of management’s compensation plans for 2010, taking into account the retention value and ~~(ii)~~alignment of interests with stockholders provided ~~the named executive officers with special~~by equity grants ~~vesting over three years to align their interests with the interests of our stockholders.~~ made in 2009.

The ~~retention element of the cash bonus plan provided the named executive officers with the ability to earn a guaranteed portion of the regular~~Company’s annual cash bonus if they remained employed by the Com pany through December 31, 2009, as their continued employment was deemed essential to the successful turnaround of the Company, particularly in light of the significant reduction in the number of officers in the fourth quarter of 2008. The performance component of the cash bonusincentive plan for 2010 was designed to provide additional incentive compensation ~~in excess of the retention bonus payments~~ in the event the Company was able to exceed certain financial targets, with such performance ~~bonuses~~incentives capped at a pre-determined level.

While the Human Resources and Compensation Committee took the above actions to reward positive short- and long-term performance, the committee also chose not to increase base pay for named executive officers in 2009.

Management of the Company believes that it successfully executed its plan to navigate through the economic downturn while positioning the Company for long-term prosperity. The Company streamlined its operations and returned them to profitability through a number of key initiatives including improvements in revenue and fleet management processes, cost reduction and cost efficiency initiatives, re-franchising of non-strategic locations and performance management initiatives in the area of personnel management. As a result of these initiatives, the Company was able to generate a corporate earnings before interest, taxes, depreciation and amortization (“~~Corporate Adjusted EBITDA~~”) of $99.4 million in 2009, a $101.7 million improvement from t he $2.3 million loss reported in 2008. In addition to these operating performance improvements, the Company was able to diversify its fleet investment for the first time in the Company’s history, reducing its dependence on Chrysler, by executing vehicle supply agreements with General Motors, Ford Motor Company and Nissan. The Company favorably resolved its credit facility issues during 2009, and as a result of the significant recovery in its Share price, was able to recapitalize the Company in the fourth quarter of 2009 through a successful secondary equity offering, raising an additional $120 million of capital. The Company ended 2009 with profitable operations, substantial liquidity and a Share price that had improved from $1.09 on December 31, 2008 to $25.61 on December 31, 2009, an increase of approximately 2,250%.

~~As a result of~~ Because the Company significantly ~~exceeding~~exceeded the financial targets under the ~~cash~~annual incentive plan for ~~2009,~~2010, management (including the named executive ~~officers were~~officers) was paid ~~cash bonuses~~incentive awards at the maximum amounts determined under the plan. ~~In addition, the~~

The Human Resources and Compensation Committee believes that the ~~grants of Option Rights made~~compensation actions in May 2009 provided, and continue to provide, a strong incentive to improve the Company’s Share price. The resulting value of the Option Rights reflects the Company’s improved Share price and return to stockholders during 2009.

~~In the aggregate, the Human Resources and Compensation Committee believes that the actions~~2010, taken in conjunction with the 2009 actions with respect to equity incentives to reward and retain management, were ~~necessary~~appropriate in light of ~~the~~ existing business conditions, that the retention and engagement of the remaining management team through these actions helped position the Company for future success, and that the actions were a key factor in driving the superior return to stockholders realized during 2009.conditions.

Objectives of Compensation Program

The Human Resources and Compensation Committee is guided by the following key objectives in determining the compensation of the Company’s ~~executives (Staff Vice President level and higher employees):~~

23named executive officers:

Competitive Pay

Compensation should reflect the competitive marketplace so that the Company can attract, retain and motivate high-caliber executives. However, in light of the challenging period facing the Company in 2009, the Human Resources and Compensation Committee did not engage or commission the preparation of compensation data for benchmarking or other purposes. In 2009, base salaries of the officers and the percentage for individual awards under the cash incentive plan were not adjusted, and the incentive compensation plan was determined based solely on considerations of management retention, individual performance and Company performance, and not on any benchmarking data.

Accountability for Business Performance

Compensation should be tied largely to overall Company financial and operating performance, so that executives are held accountable through their compensation for achievement of Company financial and operating results.

Accountability for Individual Performance

Compensation should also be tied to the individual’s performance to encourage and reflect individual contributions to the Company’s performance.

Alignment with Stockholder Interests

Compensation should reflect DTG’s Common Stock performance through equity-based incentives, such as Performance Shares, Performance Units, Restricted Stock, Restricted Stock Units and Option Rights, to align the interests of executives with those of ~~the~~ DTG’s stockholders.

Design and Risk Mitigation

DTG’s executive compensation program is designed to clearly and fairly relate pay to performance, with the objective of creating long-term stockholder value. DTG’s executive compensation program is also designed to match pay practices with corporate goals. Each year, the Human Resources and Compensation Committee establishes annual cash incentive award levels and considers the grant of long-term equity incentive compensation awards under the ~~Plan.~~Second Amended and Restated Long-Term Incentive Plan and Director Equity Plans (as amended, the “Plan”). At the end of each year, the Human Resources and Compensation Committee conducts a full review of the elements of compensation and compares those elements to DTG’s key objectives.

A primary objective of DTG’s executive ~~compensation-program~~compensation program is to encourage and reward performance by the executives, including the named executive officers, that meets or exceeds ~~our~~DTG’s financial and operational performance goals, without encouraging the taking of excessive risks that could be detrimental to the interests of DTG’s stockholders.

Further, the Company strives to develop overall compensation packages that include a variety of short- and long-term awards, as well as a balanced mix of cash and equity incentives. Performance targets for our performance-based awards, whether cash or equity, are established to encourage the executives, including the named executive officers, to maximize DTG’s performance over the long-term, as opposed to focusing on short-term profits.

The Human Resources and Compensation Committee believes that ~~the~~its compensation decisions ~~for 2009 were~~are aligned with these ~~objectives.~~objectives and that risks arising from the compensation programs, if any, would not be reasonably likely to have a material adverse affect on the Company.

Participants in Compensation Decisions

The following table identifies the various individuals and groups who participate in decision making for DTG’s executive compensation program and their duties in ~~2009~~2010 in connection with such participation.

Participant		Duties
Human Resources and Compensation Committee	·● ·● ·● ·●	Reviewed the performance of the Chief Executive Officer, the other named executive officers and other select members of the executive group Approved the compensation of the Chief Executive Officer ~~and~~after ~~discussed its review~~consultation with ~~the Board~~other independent directors Made all decisions regarding cash and equity award plans for executives after consultation with other independent directors Consulted with Towers Watson, its independent compensation consultant, as a part of all compensation reviews
Chief Executive Officer	·●	Contributed to the review process of select members of the executive group
Towers Watson – external consultant to the Human Resources and Compensation Committee	·● ·● ·● ·	Worked directly for the Human Resources and Compensation Committee Reviewed ~~the Company’s compensation programs, including~~ ~~whether the Company’s compensation programs are reasonably~~ ~~likely to have a materially adverse effect on the Company~~ ~~Reviewed~~ all presentation materials developed by or at the request of DTG management for presentation to the Human Resources and Compensation Committee Consulted with, asked questions of and provided comments to DTG management, management's external compensation consultant, and the Human Resources and Compensation Committee regarding all compensation plans, presentations, proposed actions, documents and related materials
~~Vice President, Human Resources~~Frederic W. Cook & Co., Inc. – external consultant to DTG management	·●	~~Based on approval~~Engaged by management to conduct a review of total compensation for the officers of the Company
Senior Vice President, Human Resources	● ●	Prepared recommendations for executive compensation for review by Towers Watson and the Human Resources and Compensation Committee ~~prepared~~ Worked with Frederic W. Cook & Co., Inc. to prepare recommendations for ~~cash and equity awards~~ ~~for review by Towers Watson~~total executive compensation

Comparative Data and Benchmarking

Due to the ~~difficult year in 2008 and the challenges facing the Company in 2009 as~~Company’s operating environment discussed ~~previously~~ under the heading of ~~“2009~~“2010 Overview,” the Human Resources and Compensation Committee determined that the salaries and target annual bonus opportunities for the named executive officers would not be adjusted. The grant date value of the option awards made in 2009 was significantly less than the value of previous long-term incentive awards due to the decline in DTG’s Share price. Given these factors, no market pay data against which to compare was prepared for, or reviewed by, the Human Resources and Compensation Committee, and the Human Resources and Compensation Committee did not engage in external benchmarking with respect to any element of executive ~~compensation.~~compensation for 2010. The Committee also determined that the salaries and target annual incentive opportunities for the named executive officers would not be adjusted for 2010.

25As discussed below under “2011 Compensation Decisions,” during the last quarter of 2010, management engaged Frederic W. Cook & Co., Inc. to collect compensation data from which to benchmark executive compensation for the fiscal year beginning January 1, 2011 and to provide recommendations to the Human Resources and Compensation Committee for salary adjustments, annual incentive opportunities and equity awards.

Internal Pay Equity

Compensation ~~levels~~opportunities for the named executive officers are targeted at the median market range and are also based on ~~competitive considerations,~~ individual performance over time, overall financial results and job duties and responsibilities. Accordingly, Mr. Thompson has the highest compensation among the named executive officers. Messrs. Buster, Anderson ~~Buster~~ and Morris and Ms. Vaniman, each an Executive Vice President, have similar compensation opportunities according to their responsibilities. Our Human Resources and Compensation Committee believes that this similar compensation opportunity among our Executive Vice Presidents encourages their collaboration, support and team effort, and is consistent with the Company’s overall compensation philosophy.

General Information Regarding Elements of Compensation

The Company’s executive compensation objectives are achieved through five elements: base salary, cash incentive compensation, long-term incentive compensation, retirement benefits and from time to time other compensation (including perquisites). In ~~2009,~~2010, DTG used these elements of compensation to create an overall executive compensation program that included no salary increases, ~~and focused on~~a short-term ~~incentives~~incentive opportunity in the form of cash incentive compensation and long-term incentives in the form of outstanding Option ~~Rights.~~Rights and Performance Units. The outstanding Option Rights, which vest over a three-year period, were granted in 2009 as a strategic long-term compensation element designed to reward and retain management through 2010 and further into 2011. The Performance Units were granted in 2008 and designed to incent multi-year operational and financial results over the period of 2008 to 2010. No new grants of Option Rights or Performance Units were made for 2010. DTG believes the use of these various compensation elements provides the proper balance between short- and long-term performance equity and cash compensation, financial and market metrics, and corporate and individual ~~results,~~results. Overall, the pay package is intended to ultimately ~~leading~~lead to a strong alignment of the long-term interests of ~~executives~~officers with the ~~l ong-term~~long-term interests of stockholders. There is no pre-defined allocation of value between short- and long-term pay or between cash and equity compensation, but decisions are made with a focus on the majority of compensation being long term and performance based.

Discussion of Elements of Compensation

Base Salary

As previously discussed, no market salary data ~~was~~were requested or reviewed by the Human Resources and Compensation Committee for ~~2009,~~2010, and the base salaries of the named executive officers were not increased in ~~2009.~~2010.

~~2009~~2010 Cash Incentive Compensation

~~1. Cash Incentive Plan~~

For ~~2009,~~2010, DTG established a cash incentive plan for executives (the “Cash Incentive Plan”), including the named executive officers, based on the Company’s Corporate Adjusted EBITDA. ~~With 2008 Corporate Adjusted EBITDA being recorded as a $2.3 million loss, the~~The Cash Incentive Plan set ~~forth a~~$99.4 million, the level attained in 2009, as the minimum Corporate Adjusted EBITDA ~~of $27.5 million, which had~~ to be ~~obtained~~achieved in 2010 prior to any payment under the ~~plan.~~Cash Incentive Plan. The Cash Incentive Plan also set ~~forth~~ a target Corporate Adjusted EBITDA level of ~~$45.6~~$110 million, which, if achieved, would result in 100% payout of the target award, and set a cap onthat limited the ~~amount (150%~~awards to 150% of ~~target) that could be paid at $69.2 million Corporate Adjusted EBITDA,~~the target award regardless of the actual growth of ~~the Company’s Corporat e~~Corporate Adjusted EBITDA.

~~While a~~

Corporate Adjusted ~~EBITDA-based plan~~EBITDA is ~~sufficient for establishment~~the primary measurement used to determine the maximum amount of the ~~cash incentive compensation, the actual compensation~~annual bonus awards for ~~the~~each named executive ~~officers are determined at~~officer under the ~~discretion of, and subject to adjustment by,~~Cash Incentive Plan. However, the Human Resources and Compensation ~~Committee. The cash~~Committee reserves the right to adjust any award in its sole discretion. Cash incentive compensation is allocated to executive participants in the Plan based on ~~individual award levels~~their job responsibilities and may be adjusted to reflect individual performance, ~~prior to the award being finalized,~~ if appropriate. The target award levels also differ by participant based on their job responsibilities. In 2010, the ~~responsibilities~~Human Resources and Compensation Committee did not consider or make any adjustments to any award, and awards were determined based solely on the level of achievement of the ~~positions held by each such participant.~~Corporate Adjusted EBITDA target. In addition, the ~~annual incentive compensation plan includes a mechanism for recovery of~~Cash Incentive Plan permits the Company to recover awards ~~where~~if a participant engages in certain conduct detrimental ~~activities,~~to the Company, including competing with DTG, ~~solic itation~~solicitation of employees for other employment, disclosure of confidential information, ~~activity~~any conduct that results in termination for cause, any conduct determined to be harmful to the DTG orand any conduct that causes ~~the need for~~a restatement of any financial statements or financial results of ~~DTG.~~DTG.

The Cash Incentive Plan resulted in the payment to the named executive officers of the maximum payment potential of ~~150% of~~ the target award ~~due to the Company’s~~based on Corporate Adjusted EBITDA, ~~performance~~excluding merger-related expenses, of ~~$99.4~~$258.3 million, which exceeded the target Corporate Adjusted EBITDA by approximately $148 million.

Corporate Adjusted EBITDA is not defined under GAAP and should not be considered as an alternative measure of the Company’s net income, operating performance, cash flow or liquidity. The Company believes Corporate Adjusted EBITDA is important as it provides investors with a supplemental measure of the Company’s liquidity by adjusting earnings to exclude non-cash items. Corporate Adjusted EBITDA amounts may not be comparable to similar measures disclosed by other companies. For a further discussion of Corporate Adjusted EBITDA and a reconciliation of Corporate Adjusted EBITDA to the most directly comparable GAAP financial measure, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Use of Non-GAAP Measures For Measuring Results” ; in DTG’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2009, as filed with the SEC.~~2010.

~~2. Retention Plan~~

~~In October 2008, in response to challenging market conditions and significant internal restructuring at the executive level and below, DTG adopted a retention bonus plan (the “Retention Plan~~”) pursuant to which selected employees, including the named executive officers, had the opportunity to earn a cash bonus based on a percentage of the executive’s base salary if the executive remained continuously employed by the Company through December 31, 2009. The Retention Plan also provided that each named executive officer was only eligible to receive the greater of his or her retention bonus under the Retention Plan or the bonus he or she earned under the Cash Incentive Plan described above. Since the Cash Incentive Plan awards exceeded those under the Retention Plan, no Retention Plan bonuses were paid to the named executive officers or any other employees of the Company.

Long-Term Incentive Compensation

DTG provides the named executive officers with long-term incentive compensation pursuant to the Plan. The Plan is intended to primarily provide equity-based incentives to executives ~~and directors~~ of the Company to ensure that ~~serve to align their~~management’s interests are aligned with ~~those~~the interests of the Company’s stockholders. DTG adopted the Plan to encourage participants to focus on long-term Company performance and to provide an opportunity for executive officers and certain designated key employees to increase their stake in the Company through grants of equity and equity-based compensation. Pursuant to the Plan, the Human Resources and Compensation Committee has the discretion to grant Option Rights, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units and other equity and equity-based awards.

1. Options and Restricted Stock Units

~~The~~During 2009, the Human Resources and Compensation Committee deemed it essential that the interests of management ~~interests~~ be aligned with the interests of DTG stockholders and that it was necessary to take actions to ensure the continuity of the ~~newly retained~~then newly-retained management team during the challenging period the Company was ~~facing during 2009. In~~facing. Therefore, in May 2009, the Company ~~requested that the stockholders approve the addition~~made a special grant of ~~1,300,000 Shares to the Plan. Upon stockholder approval given at the annual meeting, the Human Resources and Compensation Committee granted most of the additional Shares~~Option Rights to the executives of the Company, including the named executive ~~officers.~~officers, with vesting to occur over three years. These awards were granted to provide greater incentive to create value for all stockholders, recognize the management transition and provide incentive tofor the ~~newly retained m anagement~~newly-retained management team to remain in place through the restructuring process. The Option Rights awarded in May 2009 were at fair market value on the grant date and vest over three years as follows: 20% on each of the first and second anniversaries of the grant date, and 60% on the third anniversary of the grant date. As part of the approval process, and to address potential stockholder concerns regarding the dilutive impact of the equity grants, the Board committed to the stockholders that for the three years commencing January 1, 2009, it would not award grants greater than 3.18% of the average number of Shares it believes will be outstanding over such three-year period. In addition to Option Rights, Mr. Thompson was awarded ~~50,000~~ Restricted Stock Units in 2009, which vest over three ~~years in the same proportion as the grants of Option Rights discussed above.~~years. The Restricted Stock Units were granted to recognize limitations on the number of Option Rights that ~~co uld~~could be provided to Mr. Thompson under the terms of the Plan.
As these special grants (a) were designed to provide greater incentive to create value for all stockholders; (b) vested over a three-year period; and, (c) were in amounts greater than prior grants, no additional Option Rights were granted in 2010.

2725

2. Performance ~~Shares~~Units

In ~~2007,~~2008, a target number of Performance ~~Shares~~Units were granted under the Plan to executives including the named executive officers, ~~other than Messrs. Thompson and Buster (who were not employed by DTG on the grant date)~~ relating to ~~the 2007-2009~~ a three-year performance period (“Performance ~~Period. The~~Period”) of 2008-2010. Two management objectives were used to determine the number of Performance ~~Shares~~Units ultimately earned for the ~~2007-2009~~2008-2010 Performance ~~Period were (a)~~Period: (i) DTG’s total ~~shareholder~~stockholder return (“TSR”) performance compared to companies included in the Russell 2000 Index during the Performance ~~Period, (b) increasing non-airport revenue, (c) maintaining market share at~~Period; and (ii) the ~~top 100 U.S. airports, (d) providing consistent customer service as measured by an internal customer dissatisfaction index metric (“CDI”) and (e) increasing~~increase in customer retention as measured by an internal customer retention index (“CRI”) metric. Mr. Buster received a pro-rated award in 2010 because he was not employed on the 2008 grant date. The management objectives are calculated as follows:

(a) The TSR award (a market-based condition) is determined by comparing DTG’s TSR results ~~versus~~to the TSR results for certain companies which are in and remain in the Russell 2000 Index during the Performance Period. The TSR for each company is calculated by using the average stock price for ~~the~~all trading days induring the month of December ~~2009,~~2010, plus any dividends paid during the Performance Period, and then dividing by the average stock price for ~~the~~all trading days induring the month of December ~~2006.~~2007. The Performance Units earned are computed according to the payout schedule below using the Company’s performance relative to the range of performance among the Russell 2000 companies.

	Threshold		Target		Maximum
Percentile	20th	35th	50th	65th	80th
Award Earned (% of Target)	0%	50%	100%	150%	200%

If the TSR performance equals the 20th percentile or less, then the payout will be 0% of target. Likewise, if the TSR performance equals the 80th percentile or better, the payment will be 200% of target.

(b) ~~The non-airport revenue growth award is determined by revenue growth set in the 5-year business plan pertaining to the Performance Period.~~

(c) The market share goal award is based on a measurement year beginning on October 1 and ending on September 30, and uses the cumulative revenues of the Dollar brand and the Thrifty brand compared to total revenues at the applicable airports.

~~(d) The CDI target is to achieve a rating of no more than 5.5 in 18 calendar months during the Performance Period.~~

~~(e)~~ The CRI goal is to increase the number of customers that are very likely to rent from the Company ~~by 15%~~ from the 2007 base year CRI of ~~53.5%~~54% as determined by survey data collected by a third-party vendor. The Performance Units earned under the CRI calculation are an adjustment to those earned under the TSR calculation and are determined according to the payout schedule below:

	Threshold		Target		Maximum
CRI %	46%	50%	54%		62%
Award Adjustment (% of Target)	90%	95%	100%	105%	110%

If the CRI performance equals 46% or less, then the adjustment factor is 90%. Likewise, if CRI performance equals 62% or better, the adjustment factor is 110%.

Awards were conditioned on positive TSR over the Performance Period and achievement of aggregate Corporate Adjusted EBITDA in excess of $300 million over the Performance Period.

If the TSR ~~calculations result~~calculation results in a payout of ~~0%, then the payment for all metrics will be 0%. If the TSR calculations result in a payout~~ greater than 0%, then the ~~five~~ award percentages ~~computed above~~for TSR are ~~added together~~subject to ~~form~~the applicable CRI award adjustment to set the final adjustment factor. The final adjustment factor ~~which will be~~is then applied to the target grant of Performance ~~Shares~~Units to arrive at the actual number of Shares issued. For the 2008-2010 Performance Period, the TSR calculation resulted in the maximum payout of 200%. Accordingly, although it improved significantly over the Performance Period to ~~be issued.~~63%, the CRI was not used as an adjustment factor because the awards were in all cases capped at 200% of target.

~~Based on~~

Because TSR was at the ~~results of the objectives~~94th percentile for the ~~2007-2009~~2008-2010 Performance Period, ~~71.8%~~200% of the established Target Performance ~~Shares~~Units were awarded to the executives in the Plan, including Mr. Thompson (18,900 Shares), Mr. Buster (8,640 Shares), Mr. Anderson ~~(7,325~~(11,962 Shares), Mr. Morris ~~(3,231~~(7,656 Shares), and Ms. Vaniman ~~(5,027~~(14,832 Shares). ~~All remaining Target Performance Shares of such individuals were forfeited. The table below shows the calculations behind the payout discussed above.~~

~~Measurements~~

~~Threshold~~

~~Target~~

~~Maximum~~

Total Shareholder Return - 50% of Payout

Percentile in Russell 2000 20th 35th 50th 65th 80th

Common Stock Earned (% of Target) 0% 25% 50% 75% 100%

Performance of 1,512 remaining Russell 2000 -70.6% -53.0% -36.0% -20.2% 0.5%

DTG Return -47.6%
DTG Payout 33.0%

Non-Airport Revenue Growth - 10% of Payout ($ in millions)

Revenue Growth % (Business Plan) 80% BP 90% BP 100% BP 110% BP 120% BP
Revenue Growth $ $70.25 $79.03 $87.81 $96.59 $105.37

Common Stock Earned(% of Target) 0% 5% 10% 15% 20%

DTG Net Growth $27.06
DTG Payout 0%

Market Share Growth - 20% of Payout

Market Share Growth % -0.50% -0.25% 0% 1% 2%
Market Share Target 12.36% 12.46% 12.55% 12.93% 13.32%

Common Stock Earned(% of Target) 0% 10% 20% 30% 40%

DTG Actual Mkt Share 12.79%
DTG Payout 26.30%

Customer Dissatisfaction Index - 10% of Payout

Months with CDI less than or equal to 5.5 6 12 18 24 30

Common Stock Earned (% of Target) 0% 5% 10% 15 % 20%

Actual Months <= 5.5 21
DTG Payout 12.5 %

Customer Retention Index - 10% of Payout

CRI % 53.50% 57.25% 61.00% 62.50 % 64.00%

Common Stock Earned (% of Target) 0% 5% 10% 15 % 20%

2009 Performance Avg 48.70%
DTG Payout 0%

~~Total Payout~~

~~71.8%~~

Pay versus Performance ~~Units granted~~Discussion

As discussed in “Executive Compensation – Objectives of Compensation Program” above, key objectives of our executive compensation program include motivating our executives to achieve financial and operating results including increased profitability and stockholder returns, and attracting and retaining high caliber executives. Accordingly, in addition to paying fixed compensation in the form of a market-based salary, we provide our named executive officers ~~in 2008 in respect~~with variable short- and long-term compensation opportunities that are based on DTG’s performance. Our Cash Incentive Plan rewards executives on increased Corporate Adjusted EBITDA, while awards under our Long-Term Incentive Compensation Plan rewards executives on long-term Company performance and TSR, typically over a three-year Performance Period. Stock Options and Performance Units link the amount our executives earn to the performance of the Common Stock.

In 2010, DTG’s performance was strong, with Corporate Adjusted EBITDA (excluding merger-related expenses) increasing by $158.9 million, or 159.7%, from December 31, 2009 to December 31, 2010. In addition, over the 2008-2010 Performance Period ~~also continue~~the Company achieved aggregate Corporate Adjusted EBITDA of $355.4 million (excluding merger-related expenses), and the price of the Common Stock increased from a low of $0.64 on October 10, 2008 to ~~remain outstanding. There is no~~$47.26 on December 31, 2010. As a result of this exceptional performance, our named executive officers received the maximum potential award under our annual Cash Incentive Plan, and the Performance ~~Share~~Units granted pursuant to the Plan for the ~~2009-2011~~2008-2010 Performance ~~Period.~~

29Period paid out at the maximum potential award. We believe these payouts demonstrate a link between strong Company performance and the variable compensation opportunities for our named executive officers.

Supplemental Retirement

Effective January 1, 2009, DTG adopted a deferred compensation plan (the “~~2009~~ Deferred Compensation Plan”) to (i) replace certain existing deferred compensation arrangements that had not been funded since 2006 and (ii) provide a more streamlined approach, with lower administrative costs, that permits the Company’s executives, including the named executive officers, to participate in ~~the same~~a common deferred compensation plan. The ~~2009~~ Deferred Compensation Plan is intended to provide an equitable program for retirement income and retention for executives of the Company, including the named executive officers, and provides for an aggregate annual contribution by the Company in respect of each participant of an amount equal to 15% of the executive’s base salary, contributed in quarterly installments. All contributions by the Company are immediately 100% vested. Each participant is also permitted, on an annual basis, to contribute to the Deferred Compensation Plan.

DTG has established a single non-qualified trust to provide a source of payment for benefits under the ~~2009~~ Deferred Compensation Plan. Separate accounts are maintained for each participant of the ~~2009~~ Deferred Compensation Plan and the Bank of Oklahoma, N.A., is the trustee.

~~Other~~

~~As of March 31, 2009, DTG eliminated personal car usage privileges~~The Deferred Compensation Plan remained in place during 2010 and continues for ~~its executives, and instead provides car allowances, resulting in a reduction in expenses such as potential loss expense, insurance, maintenance and vehicle license costs.~~2011.

Change in Control Arrangements

There are no employment contracts or non-compete agreements with any officer, including the named executive officers. DTG has entered into a change in control agreement with Mr. Thompson (the “Employment Continuation Agreement”), as well as a change in control plan for other executive officers, including the other named executive officers (the “Employment Continuation Plan”). The Employment Continuation Agreement and the Employment Continuation Plan are designed to promote stability and continuity of executives in the event of a transition in corporate control. Information regarding applicable payments under such Employment Continuation Agreement and Employment Continuation Plan for the named executive officers is provided below under the heading “Potential Payments Upon Termination or Change in Control.” The Company believes these agreements are in line with ~~typical~~ market practice and provide value to the stockholders.

2011 Compensation Decisions

As briefly discussed above, during the last quarter of 2010, management engaged Frederic W. Cook & Co., Inc. (“FWC”) to conduct a study of benchmark compensation levels and practices for our senior executive team, including the named executive officers. In addition, FWC was asked to provide recommendations to the Human Resources and Compensation Committee for salary adjustments and equity awards for 2011. Management worked with FWC to identify appropriate market benchmarks for each named executive officer. The benchmark pay sources included a comparator group of publicly traded peers, which was developed by FWC with input from management, and third-party compensation surveys. The Human Resources and Compensation Committee’s independent consultant, Towers Watson, reviewed the methodology used by FWC to develop the compensation benchmarks and provided advice to the Human Resources and Compensation Committee regarding the reasonableness of the study’s results.

FWC identified the following 14 companies as the comparator group:

Alexander & Baldwin, Inc.	Hertz Global Holdings, Inc.
AMERCO	Kirby Corp.
Asbury Automotive Group, Inc.	Lithia Motors, Inc.
Avis Budget Group, Inc.	Old Dominion Freight Line, Inc.
CarMax, Inc.	The Pep Boys – Manny, Moe & Jack
Genesee & Wyoming, Inc.	Ryder System, Inc.
Group 1 Automotive, Inc.	Werner Enterprises, Inc.

The comparator companies include direct competitors to DTG (i.e., car rental and automotive retailers) and other comparably-sized companies in the same Global Industry Classification Standard Group classification as DTG. DTG Management also reviewed general industry pay statistics from the following third-party executive pay surveys: 2010 Mercer Executive Benchmark Survey (utilizing 108 companies with revenues of $1 billion to $2.5 billion), 2010 Towers Watson U.S. CDB Survey (utilizing 170 companies with revenues of $1 billion to $3 billion), 2010/11 Towers Watson Top Management Survey (utilizing 919 companies with data regressed to revenues of $1.5 billion) and 2010 FWC Survey of Long-Term Incentives (utilizing 57 companies for comparison of plans).

Based on DTG’s relative size and recent performance versus the benchmark data sources, FWC advised the Human Resources and Compensation Committee that target total compensation opportunities in the median market range would be appropriate.

The Human Resources and Compensation Committee considered FWC’s study and recommendations, together with the advice of Towers Watson, its independent consultant, in making certain determinations regarding 2011. The Human Resources and Compensation Committee also considered the Company’s performance since Mr. Thompson became CEO in October of 2008. In particular, the Human Resources and Compensation Committee considered the significant increase in the price of the Common Stock and the growth in Corporate Adjusted EBITDA during this period, and management’s success in executing its 2010 business plan despite the uncertainty and disruption caused by the potential merger, as discussed above in “2010 Overview.”

Based on these factors, the Human Resources and Compensation Committee determined that it would target total compensation opportunities (base salary, target short-term incentive and long-term incentive fair values) for its named executive officers at the market median for 2011. Accordingly, the Human Resources and Compensation Committee approved the following base salaries for its named executive officers, positioning the named executive officers at the market median: Mr. Thompson, $800,000; Mr. Buster, $425,000; Mr. Anderson, $425,000; Ms. Vaniman, $300,000; and Mr. Morris, $250,000.

At the end of 2010, the Human Resources and Compensation Committee also approved the grant of Performance Units to the named executive officers. These awards are contingent on the achievement of a specified level of Corporate Adjusted EBITDA in 2011; if the specified level is not achieved, the awards will be forfeited. If the Company achieves the specified level of Corporate Adjusted EBITDA in 2011, 25% of the Performance Units will vest on December 31, 2012 and the remaining 75% will vest on December 31, 2013, in each case subject to the applicable named executive officer’s continued employment with the Company through the vesting date. The Performance Units granted to each of the named executive officers, subject to achievement of the Corporate Adjusted EBITDA performance measure, are as follows: Mr. Thompson (45,000 units); Mr. Buster (16,000 units); Mr. Anderson (16,000 units); Ms. Vaniman (9,000 units) and Mr. Morris (7,000 units).

Impact of Accounting and Tax Treatment on Compensation

Accounting Treatment

The Human Resources and Compensation Committee is aware of the accounting treatment accorded to DTG’s compensation program. However, the treatment has not been a significant factor in such compensation program or in the decisions of the Human Resources and Compensation Committee concerning the amount or type of compensation.

Section 162(m) of the Internal Revenue Code

Pursuant to Section 162(m) of the Internal Revenue Code of 1986 (the “Code”), publicly-held corporations are prohibited from deducting compensation paid to the named executive officers except the Chief Financial Officer, as of the end of the fiscal year, in excess of $1 million, unless the compensation is “performance-based.” Generally, it is the Human Resources and Compensation Committee’s policy that the long-term incentive compensation paid to executive officers ~~qualify~~qualifies for deductibility to the extent not inconsistent with DTG’s fundamental compensation policies. In furtherance of this policy, the Company has in the past ~~and is requesting this year,~~requested that the stockholders re-approve the performance measures that may be used under the Plan in future years to satisfy the performance-based compensation requirements of Section 162(m) of the Code.

With respect to the ~~annual bonus plan,~~Cash Incentive Plan, in ~~recent~~prior years the Company ~~has~~ determined that its need for flexibility in designing an effective compensation plan to meet our objectives and to respond quickly to marketplace needs has outweighed its need to maximize the deductibility of its annual compensation. The Human Resources and Compensation Committee will review this policy from time to time.

Common Stock Ownership Guidelines

DTG maintains Common Stock ownership guidelines to more closely align the interests of executives, including the named executive officers, with those of stockholders, ranging from one half of the annual base salary for the most junior executives to five times the annual base salary for the Chief Executive Officer if he or she is also serving as a director. Generally, each executive has five years from the later of (i) the date of hire and (ii) the date of promotion within which to attain the ownership guidelines set for his or her position.

As of the date of this Proxy Statement, each named executive officer is in compliance with the Common Stock ownership guidelines.

Compensation Committee Report

The Human Resources and Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Human Resources and Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

THE HUMAN RESOURCES AND

COMPENSATION COMMITTEE

Hon. Edward C. Lumley, ~~Chairman~~

~~Thomas P. Capo, ex-officio~~Chair

Maryann N. Keller

John C. Pope

March 31, 2011

~~March 24, 2010~~

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Summary Compensation Table

The following table provides certain summary information concerning compensation of DTG’s Chief Executive Officer and each of the other named executive officers of DTG for the fiscal year ended December 31, ~~2009.~~2010.

~~2009~~2010 SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
(a)	(b)	(c)	(d)	(e)(1)	(f)(1)	(g)(2)	(h)	(i)(3)	(j)	(b)	(c)	(d)	(e)(1)	(f)(1)	(g)(2)	(h)	(i)(3)	(j)
Scott L. Thompson, Chief Executive Officer, President and Director	2009 2008	550,000 241,731	---- ----	222,000 370,040	741,405 383,088	825,000 ----	---- ----	125,084 68,920	2,463,489 1,063,779	2010 2009 2008	550,000 550,000 241,731	---- ---- ----	2,120,850 222,000 370,040	---- 741,405 383,088	825,000 825,000 ----	---- ---- ----	157,625 125,084 68,920	3,653,475 2,463,489 1,063,779
H. Clifford Buster III, Senior Executive Vice President and Chief Financial Officer	2009 2008	300,000 50,769	---- ----	---- ----	444,843 41,430	337,500 ----	---- ----	82,506 10,141	1,164,849 102,340	2010 2009 2008	300,000 300,000 50,769	---- ---- ----	962,693 ---- ----	---- 444,843 41,430	337,500 337,500 ----	---- ---- ----	93,144 82,506 10,141	1,693,337 1,164,849 102,340
R. Scott Anderson, Senior Executive Vice President, Global Operations	2009 2008 2007	425,000 379,082 368,149	---- ---- ----	---- 145,817 478,380	444,843 183,728 ----	478,125 ---- ----	---- ---- ----	83,897 38,292 201,943	1,431,865 746,919 1,048,472	2010 2009 2008	425,000 425,000 379,082	---- ---- ----	754,080 ---- 45,817	---- 444,843 183,728	478,125 478,125 ----	---- ---- ----	125,070 83,897 38,292	1,782,275 1,431,865 746,919
Vicki J. Vaniman, Executive Vice President and General Counsel	2009 2008	285,000 272,885	---- ----	---- 180,802	296,562 170,158	256,500 ----	---- ----	61,060 35,423	899,122 659,268	2010 2009 2008	285,000 285,000 272,885	---- ---- ----	424,170 ---- 180,802	---- 296,562 170,158	256,500 256,500 ----	---- ---- ----	88,980 61,060 35,423	1,054,650 899,122 659,268
Rick L. Morris, Executive Vice President and Chief Information Officer	2009	250,000	----	----	296,562	225,000	----	56,181	827,743	2010 2009	250,000 250,000	---- ----	329,910 ----	---- 296,562	225,000 225,000	---- ----	79,806 56,181	884,716 827,743

~~(1)~~

~~The vesting schedules for the awards shown in column (a), identified by grant date, is as follows:~~

(1) The vesting schedules for the Stock Option Rights and Restricted Stock Units awards shown in column (a),

identified by grant date, is as follows:

(a)

Stock Option Rights with grant dates of May 23, 2008 and January 31, 2008 vest in full on May 22, 2011 and January 31, 2011, respectively.

(b)

Stock Option Rights and Restricted Stock Units granted to Mr. Thompson on May 23, 2008 vest in four equal annual installments beginning on May 22, 2009.

(c)

Stock Option Rights with grant dates of October 13, 2008 and October 21, 2008, and Restricted Stock Units with a grant date of October 13, 2008 vest in three equal annual installments beginning on October 31, 2009 (for the Stock Option Rights) and October 13, 2009 (for the Restricted Stock Units).

(d)

Stock Option Rights with a grant date of May 14, 2009 and Restricted Stock Units with a grant date of May 14, 2009 vest 20% on each of May 13, 2010 and May 13, 2011, and the remaining 60% vest on May 13, 2012.

(2)

All Stock Option Rights listed in column (b) are fully vested. These Stock Option Rights expire 10 years from the respective grant date.

(3)

~~Performance Shares and~~ Performance Units granted to executives ~~may be earned over a three-year~~for the 2008-2010 Performance Period ~~and~~ are subject to adjustment based on performance against certain management objectives. The Performance ~~Shares and~~ Units vest immediately upon approval by the Human Resources and Compensation Committee following completion of the Performance Period. ~~Target~~ Performance ~~Shares~~Units granted ~~in 2007 (10,200 to Mr. Anderson, 7,000 to Ms. Vaniman and 4,500 to Mr. Morris) will be paid at 71.81% of target (although 100% of~~for the ~~target~~2008-2010 Performance ~~Shares are represented in the table above as they were not vested on December 31, 2009, as approval by the Human Resources and Compensation Committee occurred on January 27, 2010). These Shares~~Period were paid on March ~~4, 2010~~2, 2011 at 200% of target based on the performance during the ~~three-year period fro m 2007 through 2009. Target~~2008-2010 Performance Period. Performance Units granted on December 3, 2010 as shown in ~~2008 (9,450 to Mr. Thompson, 5,981 to Mr. Anderson, 7,416 to Ms. Vaniman and 3,828 to Mr. Morris)~~column (i) above will be adjusted following a one-year performance period of 2011 and, if the specified Corporate Adjusted EBITDA has been met for 2011, will be paid in ~~2011~~2012 and 2013 based on ~~performance during~~ the ~~three-year period from 2008 through 2010.~~

continued employment of the named executive officers with the Company at the time of the payment.

Option Exercises and Stock Vested

The following table provides certain summary information concerning the exercise of non-qualified Option Rights and vesting of Performance ~~Share~~Units and Restricted Stock ~~Unit~~Units awards made under the Plan for each of the named executive officers for the fiscal year ended December 31, ~~2009.~~2010.

~~2009~~2010 OPTION EXERCISES AND STOCK VESTED

Option Awards Stock Awards
Name

(a)

Number of Shares
Acquired on Exercise
(#)

(b)

Value Realized on
Exercise
($)

(c)

Number of Shares
Acquired on Vesting
(#)

(d)

Value Realized on
Vesting
($)

(e) (1)

Scott L. Thompson

-0- -0-
3,388

16,665

23,343

438,956

H. Clifford Buster III

-0- -0- -0- -0-
R. Scott Anderson

14,300 22,996 2,673 3,288
Vicki J. Vaniman

-0- -0- 1,203 1,480
Rick L. Morris

-0- -0- -0- -0-

	Option Awards		Stock Awards
Name (a)	Number of Shares Acquired on Exercise (#) (b)	Value Realized on Exercise ($) (c)	Number of Shares Acquired on Vesting (#) (d)	Value Realized on Vesting ($) (e) (1)
Scott L. Thompson	-0-	-0-	10,000 3,388 16,665	494,200 155,645 810,752
H. Clifford Buster III	-0-	-0-	-0-	-0-
R. Scott Anderson	25,800	1,325,346	7,325	225,024
Vicki J. Vaniman	-0-	-0-	5,027	154,429
Rick L. Morris	-0-	-0-	3,232	99,287

(1)

The value shown in column (e) is computed by multiplying the number of Shares by the closing price per Share on the date of vesting. Mr. Thompson’s 10,000 shares vested on May 13, 2010 at the closing share price of $49.42, his 3,388 Shares vested on May 22, ~~2009~~2010 at a closing Share price on May 24, 2010 of ~~$6.89~~$45.94 and his 16,665 Shares vested on October 13, ~~2009~~2010 at a closing Share price of ~~$26.34. Mr.~~$48.65. Messrs. Anderson’s and Morris’s and Ms. Vaniman’s Shares of ~~2,673~~7,325, 3,232 and ~~1,203,~~5,027, respectively, vested on ~~January 29, 2009~~March 4, 2010 at a closing Share price of ~~$1.23.~~$30.72.

Nonqualified Deferred Compensation

~~Nonqualified Deferred Compensation~~

The following table provides certain summary information concerning nonqualified deferred compensation of the named executive officers of DTG during the fiscal year ended December 31, ~~2009.~~2010.

~~2009~~2010 NONQUALIFIED DEFERRED COMPENSATION

Name (a)	Executive Contributions in Last FY ($) (b)	Registrant Contributions in Last FY ($) (c) (1)	Aggregate Earnings /Losses in Last FY ($) (d) (2)	Aggregate Withdrawals/ Distributions ($) (e)	Aggregate Balance at Last FYE ($) (f)	Executive Contributions in Last FY ($) (b)	Registrant Contributions in Last FY ($) (c) (1)	Aggregate Earnings /Losses in Last FY ($) (d) (2)	Aggregate Withdrawals/ Distributions ($) (e)	Aggregate Balance at Last FYE ($) (f)
Scott L. Thompson	-0-	82,500	9,962	-0-	92,462	-0-	82,500	21,771	-0-	196,733
H. Clifford Buster III	-0-	45,000	46	-0-	45,046	-0-	45,000	9,610	-0-	99,656
R. Scott Anderson	-0-	63,750	8,331	-0-	72,081	-0-	63,750	14,650	-0-	151,146
Vicki J. Vaniman	-0	42,750	537,855	-0-	580,605	-0-	42,750	482,007	-0-	1,129,525
Rick L. Morris	-0-	37,500	74	-0-	37,574	-0-	37,500	71	-0-	81,014

(1)	The amount shown in column (c) for each named executive officer is also reported as compensation to such named executive officer in column (i) of the Summary Compensation Table. These contributions were made pursuant to the ~~2009~~ Deferred Compensation Plan.

(2)

The total amount shown in column (d) for each named executive officer is the aggregate earnings during the last fiscal year, and reflects the increase in the value of the Common Stock in the participant’s deferred compensation account during ~~2009~~2010 and/or market rate of interest, and is not shown as compensation to such named executive officers in any column of the Summary Compensation Table.

For more information on the ~~2009~~ Deferred Compensation Plan and its predecessor plans, see “Compensation Discussion and Analysis – Discussion of Elements of Compensation – Supplemental Retirement Benefits.”

Potential Payments Upon Termination or Change in Control

Introduction

The tables set forth below provide certain summary information concerning the amount of compensation that would be payable to each of the named executive officers upon a termination of employment or upon a change in control of DTG. The amounts in the tables assume that such termination or change in control was effective as of December 31, ~~2009,~~2010, and therefore include amounts earned through such date and are estimates of the amounts which would be paid out to each executive. None of the named executive officers have any agreement that provides, nor do any of the named executive officers participate in a plan that provides for the payment of any severance or provision of any benefit continuation in the event of a termination of employment other than a termination of employment that follows a change in control of ~~DTG .~~DTG.

3635

The amounts listed below under “severance” and “benefit continuation” (other than amounts relating to a change in control) are those that may be provided, in the sole discretion of the Company, to the executive pursuant to general severance guidelines (the “Severance Guidelines”) established by the Company and applicable to all employees generally. Any payments to be made pursuant to the ~~2009~~ Deferred Compensation Plan and its predecessor plans are payable in accordance with their terms and are not referenced below. For more information, see the ~~“2009~~“2010 Nonqualified Deferred Compensation Table” above and the description of such plan in “Compensation Discussion and Analysis – Discussion of Elements of Compensation – Supplemental Retirement Benefits” section above. ~~ 0;~~Mr. Thompson is party to the Employment Continuation Agreement and the other named executive officers participate in the Employment Continuation Plan (together, the “Employment Continuation Arrangements”), both of which provide certain payments and benefits in the event of a change in control or a termination of employment thereafter. The actual payments to be made, and value of benefits to be provided, can only be determined at the time of such executive’s separation from DTG. The actual severance and benefits received under each scenario are discussed in the narrative preceding each table.

Payments Made Upon Involuntary Termination With Cause or Voluntary Termination (Other Than Retirement)

In general, no payments are made (other than payments required by law, such as accrued vacation) and no benefits are provided, and all outstanding Option Rights, as well as any outstanding ~~Performance Shares,~~ Performance Units or Restricted Stock Units, are forfeited. In the absence of a change in control of the Company, “cause” means misconduct of the named executive officer that is willful or involves gross negligence, as determined by DTG.

Payments Made Upon Involuntary Termination Without Cause or Due to a Reduction in Force

The Severance Guidelines provide that in the event of an involuntary termination without cause, the Company, with the approval of the Human Resources and Compensation Committee, has the discretion to provide the named executive ~~officer~~officers with (i) a minimum of 26 weeks of salary plus a prorated bonus pursuant to the annual ~~cash incentive plan,~~Cash Incentive Plan, (ii) continuation of health benefits during the period of salary continuation and (iii) continuation of the vehicle allowance for the period of salary continuation. The table below utilizes a one-year severance for salary and the actual bonus amount paid to the named executive officers for ~~2009.~~2010. In no event do the Severance Guidelines or any other guidelines, agreements or policies entitle the named executive officers to such payments and benefits. In general, ~~unves ted~~unvested Option Rights are forfeited and vested Option Rights are exercisable until the earlier of six months after termination and the expiration date of the Options Rights. Target ~~Performance Shares or~~ Performance Units will be prorated (based on the days employed by the Company during the Performance Period and at the current accounting accrual rate at the time of termination) and paid by March 15 of the year following the Performance Period and based on actual Company performance during the Performance Period. Restricted Stock Units are also prorated based on days of service with the exception of the May 14, 2009 grant to Mr. Thompson, which provides that the Restricted Stock Units will be forfeited to the extent not vested. Notwithstanding the foregoing, in the event the termination is in connection with a reduction in force, the vested Option Rights may be exercised (if prior to the stated expiration date) for a period equal to the greater of (a) six months after termination and (b) two times the number of weeks of salary ~~given~~ for ~~severance~~the period of salary continuation, but not to exceed one year.

3736

Involuntary Termination Without Cause or Due to Reduction In Force
INVOLUNTARY TERMINATION WITHOUT CAUSE OR DUE TO REDUCTION IN FORCE													INVOLUNTARY TERMINATION WITHOUT CAUSE OR DUE TO REDUCTION IN FORCE
					Equity Awards													Equity Awards
Name	Severance		Benefits Continuation		Vesting of Performance Shares or Units		Vesting of Restricted Stock & Options		Accrued Vacation		Total ($)			Severance		Benefits Continuation		Vesting of Performance Shares or Units		Vesting of Restricted Stock & Options		Accrued Vacation		Total ($)
(a)	(b)(1)		(c)		(d)		(e)		(f)		(g)			(b)(1)		(c)		(d)		(e)		(f)		(g)

Scott L. Thompson	$	1,375,000	$	24,865	$	-	$	450,796	$	67,692	$	1,918,353		$	1,375,000	$	25,832	$	-	$	790,803	$	67,692	$	2,259,327

H. Clifford Buster III	$	637,500	$	20,184	$	-	$	-	$	36,923	$	694,607		$	637,500	$	20,870	$	-	$	-	$	36,923	$	695,293

R. Scott Anderson	$	903,125	$	20,418	$	-	$	-	$	52,308	$	975,851		$	903,125	$	21,105	$	-	$	-	$	52,308	$	976,538

Vicki J. Vaniman	$	541,500	$	18,952	$	-	$	-	$	35,077	$	595,529		$	541,500	$	19,544	$	-	$	-	$	35,077	$	596,121

Rick L. Morris	$	475,000	$	24,865	$	-	$	-	$	30,769	$	530,634		$	475,000	$	25,832	$	-	$	-	$	30,769	$	531,601

(1)	The amounts in column (b) for each named executive officer include one year of base salary and the actual incentive compensation ~~earned for the year 2009, as the termination date is assumed to be December 31, 2009.~~earned.

~~Payments Made Upon Retirement, Death or Disability~~

Payments Made Upon Retirement, Death or Disability

In general, no severance payments are made, and no benefits are provided, upon a termination of employment as the result of the named executive officer’s retirement, death or disability. In the case of retirement, Option Rights continue to vest in accordance with the option grant agreements, and vested Option Rights are exercisable for up to three years from the retirement date, but in no event shall any Option Right be exercisable after the expiration date. ~~Target Performance Shares, Performance Units and~~ Restricted Stock Units will be prorated as of the date of retirement, and the remaining unvested ~~Performance Shares or Performance~~Restricted Stock Units are forfeited (with the exception of the May 14, 2009 Restricted Stock Unit grant, which will continue to vest in accordance with the terms of the grant). All Performance Units will be prorated based on the accounting accrual rate at the time of retirement if retirement occurs prior to the completion of the Performance Period and will vest in full if retirement occurs following the Performance Period. In the event ~~o f~~of death or disability, unvested Option Rights are forfeited, and vested Option Rights are exercisable for up to six months from the date of death or disability, provided that in no event shall any Option Right be exercisable after the expiration date. ~~Target Performance Shares or~~ Performance Units, if the termination occurs prior to the completion of the Performance Period, will be prorated (based on the days employed during the Performance Period and at the current accounting accrual rate at the time of termination), and paid by March 15 of the year following termination. Restricted Stock Units are also prorated based on days of employment with the exception of the May 14, 2009 grant to Mr. Thompson, which provides that the Restricted Stock Units will continue to vest as scheduled, pursuant to the grant agreement.

“Retirement” for the grants relating to the 2008-2010 Performance Period is defined as the named executive officer’s voluntary termination of employment if, as of the date of termination, he or she is (a) age 61 or older with five or more years of service with the Company or (b) has 20 or more years of service with the Company. For the purposes of the Performance Units Grant Agreement dated December 3, 2010, “Retirement” is defined as the voluntary termination of employment by a named executive officer if, as of the date of such termination, he or she is age 62 or older with at least five years of service with the Company.

3837

Payments Made Upon Retirement, Death or Disability
Equity Awards
Name Severance
Benefits
Continuation

Vesting of Performance
Shares or
Units

Vesting of
Restricted
Stock &
Options

Accrued
Vacation

Total
($)

(a) (b) (c) (d) (e) (f) (g)

Scott L. Thompson $ - $ - $ 161,343 $ 450,796 $ 67,692 $ 679,831

H. Clifford Buster III $ - $ - $ - $ - $ 36,923 $ 36,923

R. Scott Anderson $ - $ - $ 289,699 $ - $ 52,308 $ 342,007

Vicki J. Vaniman $ - $ - $ 255,350 $ - $ 35,077 $ 290,427

Rick L. Morris $ - $ - $ 148,114 $ - $ 30,769 $ 178,883

PAYMENTS MADE UPON RETIREMENT, DEATH OR DISABILITY
					Equity Awards
Name	Severance		Benefits Continuation		Vesting of Performance Shares or Units		Vesting of Restricted Stock & Options		Accrued Vacation		Total ($)
(a)	(b)		(c)		(d)		(e)		(f)		(g)

Scott L. Thompson	$	-	$	-	$	893,214	$	790,803	$	67,692	$	1,751,709

H. Clifford Buster III	$	-	$	-	$	408,326	$	-	$	36,923	$	445,249

R. Scott Anderson	$	-	$	-	$	565,324	$	-	$	52,308	$	617,632

Vicki J. Vaniman	$	-	$	-	$	700,960	$	-	$	35,077	$	736,037

Rick L. Morris	$	-	$	-	$	361,822	$	-	$	30,769	$	392,591

Payments Made Upon a Change in Control

DTG has entered into an Employment Continuation Agreement with Mr. Thompson and ~~the~~an Employment Continuation Plan in which Messrs. Anderson, Buster and Morris and Ms. Vaniman (the “Participating NEOs”) are participants. The following is a description of the payments and benefits provided pursuant to the Employment Continuation ~~Arrangements~~arrangements in the event of a change in control and in the event the executive’s employment is terminated within the two-year period immediately following a change in control. Where provided, “prorata bonuses” are determined based upon the greater of actual performance and target payout within the meaning of the applicable bonus plan, and “continuation of benefits” means the ~~perqui sites,~~perquisites, benefits and service credits for benefits provided under any retirement, deferred compensation, income and welfare benefit policies, plans and arrangements in which the employee is entitled to participate.

Generally, a change in control of DTG is deemed to occur upon the happening of any of the following events:

DTG is merged, consolidated or reorganized into another corporation or other legal person, unless, in each case, immediately following such merger, consolidation or reorganization, the stock entitled to vote generally in the election of the Board (the “Voting Stock”) of DTG outstanding immediately prior to such merger, consolidation or reorganization continues to represent (either by remaining outstanding or by being converted into Voting Stock of the surviving entity or any parent thereof), more than 60% of the combined voting power of the then outstanding shares of Voting Stock of the entity resulting from such merger, consolidation or reorganization (including, without limitation, an entity which as a result of such merger, consolidation or reorganization owns DTG or all or substantially all of DTG’s assets either directly or ~~t hrough~~through one or more subsidiaries);

DTG sells or otherwise transfers all or substantially all of its assets to another corporation or other legal person, unless, in each case, immediately following such sale or transfer, the Voting Stock of DTG outstanding immediately prior to such sale or transfer continues to represent (either by remaining outstanding or by being converted into Voting Stock of the surviving entity or any parent thereof), more than 60% of the combined voting power of the then outstanding shares of Voting Stock of the entity resulting from such sale or transfer (including, without limitation, an entity which as a result of such transaction owns DTG or all or substantially all of DTG’s assets either directly or through one or more subsidiaries);

3938

The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more or the combined voting power of the Voting Stock of DTG then outstanding after giving effect to such acquisition; or

Individuals who, as of December 9, 2008, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to December 9, 2009 whose election or nomination for election by DTG’s stockholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of DTG in which such person is named as a nominee for director, without objection to such nomination) shall be deemed to be or have been a member of the Incumbent Board.

Notwithstanding the foregoing, a change in control shall not be deemed to occur unless the events that have occurred would also constitute a “Change in the Ownership or Effective Control of a Corporation or in the Ownership of a Substantial Portion of the Assets of a Corporation” under Treasury Department Final Regulation 1.409A-3(j)(5), or any successor regulation thereto.

Involuntary Termination Without Cause or for Good Reason

In the event of an involuntary termination without cause or for good reason on the date of or within the two years immediately following the occurrence of a change in control, the named executive officer will receive (a) a severance payment equal to three times base salary (Mr. Thompson) or two and one-half times base salary (the Participating NEOs), plus (b) three times (Mr. Thompson) or two and one-half times (the Participating NEOs) the greater of (i) the average of the annual incentive payment made during the last two fiscal years, (ii) the amount of the annual incentive payment made in the fiscal year immediately preceding the fiscal year in which the change in control occurs, and (iii) the target bonus opportunity for the fiscal year in which the change in control occurs, plus (c) the greater of the actual or target incentive ~~co mpensation~~compensation amount, prorated for the year of termination and (d) benefit continuation for three years (Mr. Thompson) or two and one-half years (the Participating NEOs). All Option Rights are immediately vested and exercisable for the term of the grant. Performance ~~Shares, Performance~~ Units ~~and Restricted Stock Shares~~ and Restricted Stock Units will also immediately vest and become non-forfeitable.

In addition, the named executive officers will be provided with outplacement benefits of up to $35,000 for Mr. Thompson and up to $20,000 for each of the Participating NEOs. The named executive officers will also be entitled to a vehicle allowance for three years (Mr. Thompson) or two and one-half years (the Participating NEOs) in accordance with the policies and procedures of DTG, and Mr. Thompson will receive the benefit of a tax-gross up.

The Employment Continuation ~~Arrangements~~arrangements define “cause” as: (i) a criminal violation involving fraud, embezzlement or theft in connection with the employee’s duties or in the course of employment with the Company; (ii) intentional wrongful damage to property of the Company; or (iii) intentional wrongful disclosure of secret processes or confidential information of the Company and, in each case, such shall have been materially harmful to the Company. Good reason exists if (a) there is a failure to re-elect or maintain the executive in the same office or position with the Company, (b) there is a significant adverse change in the named executive officer’s authority, power and responsibilities, (c) there is a material reduction ~~i n~~in pay, (d) there is a reduction, termination or denial of employee benefits, (e) the named executive officer determines that a change in DTG’s business has made him or her unable to substantially carry out his or her responsibilities, (f) the successor entity is liquidated, dissolved, merged, consolidated or reorganized or all of its assets are transferred unless the successor entity assumed all of the duties and obligations of DTG under the Employment Continuation Agreement, (g) DTG or the named executive officer’s work location is relocated in excess of 50 miles from the location prior to the change in control or in the case of Mr. Thompson, requires him to travel at least 20% more than the average number of days of travel required during the three full years prior to the change in control without his consent, or (h) DTG or its successor materially breaches the Employment Continuation Agreement or Employment Continuation Plan, as applicable. With respect to items (a) – (h), DTG has a 10-day period within which to remedy the default under the Employment Continuation Agreement and a 30-day period under the Employment Continuation Plan.

4039

In addition, Mr. Thompson may terminate employment with DTG for any reason, or without reason, during the 30-day period immediately following the one year anniversary of the occurrence of the change in control and still receive all of the payments that he would have received in the event of an involuntary termination without cause due to a change in control of DTG.

Involuntary Termination with Change in Control
INVOLUNTARY TERMINATION WITH CHANGE IN CONTROL																	INVOLUNTARY TERMINATION WITH CHANGE IN CONTROL
					Equity Awards																	Equity Awards
Name	Severance (1)		Benefits Continuation		Vesting of Performance Shares or Units (2)		Vesting of Restricted Stock & Options		Accrued Vacation		Outplacement Services		Gross-Up		Total ($)			Severance (1)		Benefits Continuation		Vesting of Performance Units (2)		Vesting of Restricted Stock & Options (3)		Accrued Vacation		Outplacement Services		Gross-Up		Total ($)
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)			(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)

Scott L. Thompson	$	4,125,000	$	74,596	$	242,015	$	11,798,516	$	67,692	$	35,000	$	3,044,739	$	19,387,558		$	4,125,000	$	77,497	$	3,019,914	$	16,661,485	$	67,692	$	35,000	$	3,954,862	$	27,941,450

H. Clifford Buster III	$	1,650,000	$	50,460	$	-	$	4,831,483	$	36,923	$	20,000	$	-	$	6,588,866		$	1,650,000	$	52,176	$	1,164,486	$	6,688,051	$	36,923	$	20,000	$	-	$	9,611,636

R. Scott Anderson	$	2,337,500	$	51,046	$	340,757	$	5,243,652	$	52,308	$	20,000	$	-	$	8,045,263		$	2,337,500	$	52,762	$	1,321,484	$	7,342,915	$	52,308	$	20,000	$	-	$	11,126,969

Vicki J. Vaniman	$	1,396,500	$	47,379	$	318,658	$	2,874,585	$	35,077	$	20,000	$	-	$	4,692,199		$	1,396,500	$	48,860	$	1,126,300	$	4,461,937	$	35,077	$	20,000	$	-	$	7,088,674

Rick L. Morris	$	1,225,000	$	62,164	$	180,793	$	2,865,689	$	30,769	$	20,000	$	-	$	4,384,415		$	1,225,000	$	64,581	$	692,643	$	4,296,469	$	30,769	$	20,000	$	-	$	6,329,462

(1)

The amounts in column (b) for each named executive officer include three times base salary (Mr. Thompson) or two and one-half times base salary (the Participating NEOs) plus three times (Mr. Thompson) or two and one-half times (the Participating NEOs) the target incentive compensation opportunity for the year ~~2009,~~2010, plus the actual incentive compensation for the year ~~2009,~~2010, as the ~~Change~~change in ~~Control~~control date is assumed to be December 31, ~~2009.~~2010.

(2)

The amounts in column (d) for ~~Mr. Anderson, Ms. Vaniman and Mr. Morris include 71.81% of the target award for the Performance Share Plan covering the 2007-2009 performance period, and, for all of~~ the named executive officers ~~except Mr. Buster, 100%~~include 200% of the target award for the Performance Unit Plan covering the 2008-2010 ~~performance period,~~Performance Period, as provided for in such ~~Plans.~~plan and the granted awards under the December 3, 2010 Performance Units Grant Agreement, as provided for in such agreement.

(3)	The amounts in column (e) for the named executive officers include the value of the outstanding and unvested Option Rights and Restricted Stock Units.

Continued Employment

In the event the named executive officer’s employment continues following a change in control of DTG, the named executive officer will receive, as of the date of the change in control, a prorated portion of the outstanding target Performance ~~Shares or~~Units for the 2008-2010 Performance Period, and the one-year Performance Period for the Performance Units granted in December 2010 will be deemed to have been completed and ~~for~~all management objectives deemed to have been met, and the Performance Units will continue to vest in accordance with the terms of that grant agreement. Mr. Thompson will also receive the unvested portion of the Restricted Stock Unit grant dated May 23, 2008 (with reinstatement rights of the forfeited portion of the awards should a termination of employment occur within two years following the change in control). All outstanding non-qualified Option Rights shall immediately vest and remain exercisable until the applicable expiration date. The Restricted Stock Units granted to Mr. Thompson, other than those granted on May 23, 2008 discussed above, will immediately vest and become non-forfeitable.

4140

Change in Control - Continued Employment
CHANGE IN CONTROL - CONTINUED EMPLOYMENT															CHANGE IN CONTROL - CONTINUED EMPLOYMENT
					Equity Awards															Equity Awards
Name	Severance		Benefits Continuation		Vesting of Performance Shares or Units (1)		Vesting of Restricted Stock & Options (2)		Accrued Vacation		Outplacement Services		Total ($)			Severance		Benefits Continuation		Vesting of Performance Units (1)		Vesting of Restricted Stock & Options (2)		Accrued Vacation		Outplacement Services		Total ($)
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)			(b)		(c)		(d)		(e)		(f)		(g)		(h)

Scott L. Thompson	$	-	$	-	$	161,343	$	11,642,897	$	-	$	-	$	11,804,240		$	-	$	-	$	893,214	$	16,550,106	$	-	$	-	$	17,443,320

H. Clifford Buster III	$	-	$	-	$	-	$	4,831,483	$	-	$	-	$	4,831,483		$	-	$	-	$	408,326	$	6,688,051	$	-	$	-	$	7,096,377

R. Scott Anderson	$	-	$	-	$	289,699	$	5,243,652	$	-	$	-	$	5,533,351		$	-	$	-	$	565,324	$	7,342,915	$	-	$	-	$	7,908,239

Vicki J. Vaniman	$	-	$	-	$	255,350	$	2,874,585	$	-	$	-	$	3,129,935		$	-	$	-	$	700,960	$	4,461,937	$	-	$	-	$	5,162,897

Rick L. Morris	$	-	$	-	$	148,114	$	2,865,689	$	-	$	-	$	3,013,803		$	-	$	-	$	361,822	$	4,296,469	$	-	$	-	$	4,658,291

(1)

The amounts in column (d) for ~~Messrs. Anderson and Morris, and Ms. Vaniman, include 71.81% of the target award for the Performance Share Plan covering the 2007-2009 performance period, and, for all~~ the named executive officers ~~except Mr. Buster, 100%~~include 200% of the target award for the Performance Unit Grant Plan covering the 2008-2010 ~~performance period, prorated for the term of service through December 31, 2009,~~Performance Period, as provided for in such ~~Plans.~~plan.

(2)

The amounts in column (e) include the full vesting of all outstanding and unvested Option Rights and Restricted Stock Units with the exception of the May 23, 2008 grant of Restricted Stock Units to Mr. Thompson. These Restricted Stock Units are included in column (e) on a pro rata basis based on the days of employment from May 23, 2008 through the date of the change in control (with reinstatement rights of the forfeited units if employment is terminated within two years of the change in control).

Other Terms

Pursuant to the Employment Continuation ~~Arrangements,~~arrangements, each named executive officer covenants and agrees not to disclose any confidential or proprietary information of DTG or its subsidiaries, or, without DTG’s consent, directly or indirectly, attempt to influence, persuade or induce, or assist any other person in so influencing, persuading or inducing, any employee of DTG or its subsidiaries to give up, or not to commence, employment or a business relationship with DTG or its subsidiaries. In addition, each named executive officer is required to execute a release, the form of which is contained in the Employment Continuation arrangements in order to receive any benefits under the Employment Continuation arrangements.

Upon death or disability of a named executive officer, he or she is not entitled to any severance compensation or benefits under the Employment Continuation ~~Arrangements.~~arrangements.

4241

Equity Compensation Plan Information

The following table sets forth certain information for the fiscal year ended December 31, ~~2009~~2010 with respect to the Plan under which the Common Stock of the Company is authorized for issuance.

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities in Column (a)) (c)	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities in Column (a)) (c)
Equity compensation plans approved by security holders	2,450,397	$6.55	442,711	2,276,564	$5.73	348,058
Equity compensation plans not approved by security holders	None	None	None	None	None	None
Total	2,450,397	$6.55	442,711 (1)	2,276,564	$5.73	348,058 (1)

(1)

At December 31, ~~2009,~~2010, total Common Stock authorized for issuance was ~~3,137,271~~2,909,728 Shares, which included ~~2,450,397~~2,276,564 unexercised Option Rights, and ~~244,163~~285,106 Performance ~~Shares,~~Units, assuming a maximum payout for all nonvested Performance ~~Shares for the 2008 Plan and the actual number of Shares to be issued under the 2007 Plan.~~Units. The Performance ~~Shares~~Units ultimately issued will likely ~~be less~~differ due to achievement of performance targets (refer to Item ~~8-Note~~8 – Note 13 of Notes to Consolidated Financial Statements as set forth in DTG’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2009)~~2010). The remaining Common Stock available for future issuance at December 31, ~~2009~~2010 is ~~442,711~~348,058 Shares.

4342

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS

~~EXHIBIT A~~

~~DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.~~

~~SECOND AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN~~

~~AND DIRECTOR EQUITY PLAN~~

~~(AS AMENDED AND RESTATED EFFECTIVE DECEMBER 9, 2008)~~

~~TABLE OF CONTENTS~~

Page

1.
Establishment and Purpose

1
2.
Definitions

1
3.
Shares Available Under the Plan

6
4.
Option Rights

7
5.
Appreciation Rights

9
6.
Restricted Stock

11
7.
Restricted Stock Units

12
8.
Performance Shares and Performance Units

13
9.
Awards to Non-Employee Directors

14
10.
Other Awards

15
11.
Transferability

16
12.
Adjustments

16
13.
Change in Control

17
14.
Fractional Shares

18
15.
Withholding Taxes

18
16.
Foreign Employees

19
17.
Administration of the Plan

19
18.
Amendments, Etc

20
19.
Detrimental Activity

21
20.
Governing Law

22
21.
Termination

22
22.
Compliance with Section 409A of the Code

22
23. General Provisions 22

~~DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.~~

~~SECOND AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN~~

~~AND DIRECTOR EQUITY PLAN~~

~~(AS AMENDED AND RESTATED EFFECTIVE DECEMBER 9, 2008)~~

1. ~~Establishment and Purpose.~~

(a) Establishment. The Long-Term Incentive Plan was adopted by the Board of Directors of Dollar Thrifty Automotive Group, Inc., a Delaware corporation, on December 11, 1997, was amended by the First Amendment on September 29, 1998 and was further amended by the Second Amendment on May 25, 2000 (the “Original Plan”). Effective as of March 23, 2005, the Original Plan was amended and restated in its entirety, and was adopted by shareholders on May 20, 2005. Effective as of December 9, 2008 the Plan is amended and restated in its entirety. Grants or awards made under the Original Plan shall continue to be governed by the terms of such grants and awards and the Original Plan.

(b) Purpose. The purpose of the Dollar Thrifty Automotive Group, Inc. Amended and Restated Long-Term Incentive Plan and Director Equity Plan is to attract and retain officers and other key employees for Dollar Thrifty Automotive Group, Inc. and its Subsidiaries and to motivate and provide to such persons incentives and rewards for superior performance, and to enhance shareholder value. The purpose is also to attract and retain Non- Employee Directors and to provide compensation in the form of equity to align their interests with those of shareholders.

2. ~~Definitions.~~ ~~As used in this Plan,~~

~~(a) “Appreciation Right” means a right granted pursuant to Section 5 of this Plan, and will include both Tandem Appreciation Rights and Free-Standing Appreciation Rights.~~

~~(b) “Base Price” means the price to be used as the basis for determining the Spread upon the exercise of a Free-Standing Appreciation Right and a Tandem Appreciation Right.~~

(c) “Board” means the Board of Directors of the Company and, to the extent of any delegation by the Board to a committee (or subcommittee thereof) pursuant to Section 17 of this Plan, such committee (or subcommittee).

~~(d) “Change in Control” has the meaning provided in Section 13 of this Plan.~~

~~(e) “Code” means the Internal Revenue Code of 1986, and related Treasury Regulations, as amended from time to time.~~

(f) “Common Shares” means the shares of common stock, par value $.01 per share, of the Company or any security into which such Common Shares may be changed by reason of any transaction or event of the type referred to in Section 12 of this Plan.

~~(g) “Company” means Dollar Thrifty Automotive Group, Inc., a Delaware corporation.~~

(h) “Covered Employee” means a Participant who is, or is determined by the Board to be likely to become, a “covered employee” within the meaning of Section 162(m) of the Code (or any successor provision).

(i) “Date of Grant” means the date specified by the Board on which a grant of Option Rights, Appreciation Rights, Performance Shares, Performance Units or a grant or sale of Restricted Stock, Restricted Stock Units, or other awards contemplated by Section 10 of this Plan will become effective (which date will not be earlier than the date on which the Board takes action with respect thereto).

~~(j) “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 actual, researched, or prospective product, 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 or a Subsidiary, in any territory in which the Company or a Subsidiary manufactures, sells, markets, services, or installs such product, service, or system, or engages in such business activity.

~~(ii)~~

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

~~(iii)~~

The disclosure to anyone outside the Company or a Subsidiary, or the use in other than the Company’s or a Subsidiary’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 and its Subsidiaries, acquired by the Participant during his or her employment with the Company or its Subsidiaries or while acting as a consultant for the Company or its Subsidiaries 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 and any Subsidiary, relating in any manner to the actual or anticipated business, research or development work of the Company or any Subsidiary or the failure or refusal to do anything reasonably necessary to enable the Company or any Subsidiary to secure a patent where appropriate in the United States and in other countries.

~~(v)~~

~~Activity that results in Termination for Cause. For the purposes of this Section, “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 or a Subsidiary.

~~(vi)~~

Any other conduct or act determined to be injurious, detrimental or prejudicial to any significant interest of the Company or any Subsidiary 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.~~

~~(k) “Director” means a member of the Board of Directors of the Company.~~

~~(l)~~ ~~“Disability” means permanent and total disability within the meaning of~~ ~~Section 22(e)(3) of the Code.~~

(m) “Evidence of Award” means an agreement, certificate, resolution or other type or form of writing or other evidence approved by the Board that sets forth the terms and conditions of the awards granted, which may be in an electronic medium, may be limited to notation on the books and records of the Company and, with the approval of the Board, need not be signed by a representative of the Company or a Participant.

(n) Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time.

~~(o) “Free-Standing Appreciation Right” means an Appreciation Right granted pursuant to Section 5 of this Plan that is not granted in tandem with an Option Right.~~

~~(p) “Incentive Stock Options” means Option Rights that are intended to qualify as “incentive stock options” under Section 422 of the Code or any successor provision.~~

~~(q) “Incumbent Board” has the meaning set forth in Section 13(a)(v).~~

(r) “Management Objectives” means the measurable performance objective or objectives established pursuant to this Plan for Participants who have received grants of Performance Shares or Performance Units or, when so determined by the Board, Option Rights, Appreciation Rights, Restricted Stock, Restricted Stock Units, dividend credits and other awards pursuant to this Plan. Management Objectives may be described in terms of Company-wide objectives or objectives that are related to the performance of the individual Participant or of the Subsidiary, division, department, region or function within the Company or Subsidiary in which the Participant is employed. T he Management Objectives may be made relative to the performance of other companies. The Management Objectives applicable to any award to a Covered Employee will be based on specified levels of or growth in one or more of the following criteria:

~~earnings before interest and taxes;~~

~~earnings before interest, taxes, depreciation and amortization;~~

~~net income;~~

~~revenues;~~

~~earnings per share;~~

~~pre-tax profit;~~

~~pre-tax profit margin;~~

~~cash flow;~~

~~return on equity;~~

~~10.~~

~~return on investment;~~

~~11.~~

~~return on assets;~~

~~12.~~

~~stock price;~~

~~13.~~

~~total shareholder return;~~

~~14.~~

~~economic value added;~~

~~15.~~

~~performance against business plan;~~

~~16.~~

~~customer service;~~

~~17.~~

~~market share;~~

~~18.~~

~~profit per vehicle;~~

~~19.~~

~~employee satisfaction;~~

~~20.~~

~~quality; and~~

~~21.~~

~~vehicle utilization.~~

If the Board determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances render the Management Objectives unsuitable, notwithstanding any loss of deduction under Section 162(m) of the Code to the Company, the Board may in its discretion modify such Management Objectives or the related minimum acceptable level of achievement, in whole or in part, as the Board deems appropriate and equitable. Further, on or before the Date of Grant, in connection with the establishment of Management Objectives, the Board may exclude the impact on performance of charges for restructurings, discontinued operations, extraordinary items, and other unusual or non-recurring items and the cumulative effects of changes in tax law or accounting principles, as such are defined by generally accepted accounting principles or the Securities and Exchange Commission.

(s) “Market Value Per Share” of the Common Shares on a given date shall be based upon either (i) if the Common Shares are listed on a national securities exchange or quoted in an interdealer quotation system, the last sales price or, if unavailable, the average of the closing bid and asked prices per Common Share on such date (or, if there was no trading or quotation in the Common Shares on such date, on the next preceding date on which there was trading or quotation) as provided by one of such organizations or (ii) if the Common Shares are not listed on a national securities exchange or quoted in an interdealer quotation system, the price will be equal to the Company’s fair marke t value, as determined by the Board in good faith based upon the best available facts and circumstances at the time.

(t) “Non-Employee Director” means a person who is a “non-employee director” of the Company within the meaning of Rule 16b-3 of the Securities and Exchange Commission promulgated under the Exchange Act.

~~(u) “Optionee” means the optionee named in an Evidence of Award evidencing an outstanding Option Right.~~

~~(v) “Option Price” means the purchase price payable on exercise of an Option Right.~~

~~(w) “Option Right” means the right to purchase Common Shares upon exercise of an option granted pursuant to Section 4 or Section 9 of this Plan.~~

~~(x) “Original Plan” has the meaning set forth in Section 1(a) of this Plan.~~

(y) “Participant” means a person who is selected by the Board to receive benefits under this Plan and who is at the time an officer or other key employee of the Company or any one or more of its Subsidiaries, or who has agreed to commence serving in any of such capacities within 90 days of the Date of Grant, and will also include each Non-Employee Director who receives Common Shares or an award of Option Rights, Appreciation Rights, Restricted Stock, Restricted Stock Units or other awards under this Plan. The term “Participant” shall also include any person who provides services to the Company or a Subsidiary that are equivalent to those typically provided by an employee.

(z) “Performance Period” means, in respect of a Performance Share or Performance Unit, a period of time established pursuant to Section 8 of this Plan within which the Management Objectives relating to such Performance Share or Performance Unit are to be achieved.

~~(aa) “Performance Share” means a bookkeeping entry that records the equivalent of one Common Share awarded pursuant to Section 8 of this Plan.~~

~~(bb) “Performance Unit” means a bookkeeping entry~~ ~~that~~ ~~records a unit equivalent to $1.00 awarded or such other value as is determined by the Board pursuant to Section 8 of this Plan.~~

~~(cc) “Person” means any individual, entity or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act).~~

~~(dd) “Plan” means this Dollar Thrifty Automotive Group, Inc. Amended and Restated Long-Term Incentive Plan and Director Equity Plan.~~

(ee) “Restricted Stock” means Common Shares granted or sold pursuant to Section 6 or Section 9 of this Plan as to which neither the substantial risk of forfeiture nor the prohibition on transfers has expired.

~~(ff) “Restriction Period” means the period of time during which Restricted Stock Units are subject to restrictions, as provided in Section 7 or Section 9 of this Plan.~~

(gg) “Restricted Stock Unit” means an award made pursuant to Section 7 or Section 9 of this Plan of the right to receive Common Shares or cash at the end of a specified period.

(hh) “Spread” means the excess of the Market Value Per Share on the date when an Appreciation Right is exercised, or on the date when Option Rights are surrendered in payment of the Option Price of other Option Rights, over the Option Price or Base Price provided for in the related Option Right or Free-Standing Appreciation Right, respectively.

(ii) “Subsidiary” means a corporation, company or other entity (1) more than 50 percent of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, or (ii) which does not have outstanding shares or securities (as may be the case in a partnership, joint venture or unincorporated association), but more than 50 percent of whose ownership interest representing the right generally to make decisions for such other entity is, now or hereafter, owned or controlled, directly or indirectly, by the Company except that for purposes of determining whether any person may be a Participant for purposes of any grant of Incentive Stock Options, “Subsidiary” means any corporation in which at the time the Company owns or controls, directly or indirectly, more than 50 percent of the total combined voting power represented by all classes of stock issued by such corporation.

~~(jj) “Tandem Appreciation Right” means an Appreciation Right granted pursuant to Section 5 of this Plan that is granted in tandem with an Option Right.~~

(kk) “Ten Percent Shareholder” shall mean any Participant who owns more than 10% of the combined voting power of all classes of stock of the Company, within the meaning of Section 422 of the Code.

~~(ll) “Voting Stock” means the then-outstanding securities entitled to vote generally in the election of Directors.~~

3. ~~Shares Available Under the Plan.~~

~~(a)~~ Subject to adjustment as provided in Section 12 of this Plan, the number of Common Shares that may be issued or transferred (i) upon the exercise of Option Rights or Appreciation Rights, (ii) as Restricted Stock and released from substantial risks of forfeiture thereof, (iii) as Restricted Stock Units, (iv) in payment of Performance Shares or Performance Units that have been earned, (v) as awards to Non-Employee Directors, or (vi) as awards contemplated by Section 10 of this Plan will not exceed in the aggregate 660,000 Common Shares, plus (i) any Common Shares that remained available for issuance or transfer under the Original Plan, (ii) any Common Shares that remained available for issuance or transfer under t he Plan, and (iii) any shares relating to awards heretofore or hereafter made, whether granted, reserved and outstanding under this Plan or the Original Plan, that expire or are forfeited (including Performance Shares) or are cancelled. Common Shares covered by an award granted under this Plan shall not be counted as used unless and until they are actually issued and delivered to a Participant.

Without limiting the generality of the foregoing, upon payment in cash of the benefit provided by any award granted under this Plan, any Common Shares that were covered by that award will be available for issue or transfer hereunder. Notwithstanding anything to the contrary contained herein: (A) shares tendered in payment of the Option Price of a Option Right shall not be added to the aggregate plan limit described above; (B) shares withheld by the Company to satisfy the tax withholding obligation shall not be added to the aggregate Plan limit described above; (C) shares that are repurchased by the Company with Option Right proceeds shall not be added to the aggregate plan limit described above; and (D) all shares covered by an Appreciation Right, to the extent that it is exercised and shares are actually issued to the Participant upon exercise of the right, shall be considered issued or transferred pursuant to this Plan. Such shares may be shares of original issuance or treasury shares or a combination of the foregoing.

(b) Notwithstanding anything in this Section 3, or elsewhere in this Plan, to the contrary and subject to adjustment as provided in Section 12 of this Plan, (i) the aggregate number of Common Shares actually issued or transferred by the Company upon the exercise of Incentive Stock Options will not exceed 1,500,000 Common Shares; and (ii) during any calendar year, no Participant will be granted:

~~Option Rights in excess of 285,000 Common Shares;~~

~~Appreciation Rights in excess of 285,000 Common Shares;~~

~~Performance Shares that specify Management Objectives in excess of 160,000 Common Shares;~~

~~Restricted Stock that specifies Management Objectives in excess of 80,000 Common Shares;~~

~~Restricted Stock Units that specify Management Objectives in excess of 80,000 Common Shares; and~~

~~Performance Units that specify Management Objectives having an aggregate maximum value as of their respective Dates of Grant in excess of $7,100,000.~~

4. ~~Option Rights.~~ The Board may, from time to time and upon such terms and conditions as it may determine, authorize the granting to Participants of Option Rights to purchase Common Shares. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements contained in the following provisions:

~~(a) Each grant will specify the number of Common Shares to which it pertains subject to the limitations set forth in Section 3 of this Plan.~~

~~(b) Each grant will specify an Option Price per share, which may not be less than the Market Value Per Share on the Date of Grant.~~

(c) Each grant will specify whether the Option Price will be payable (i) in cash or by check acceptable to the Company or by wire transfer of immediately available funds, (ii) by the actual or constructive transfer to the Company of Common Shares owned by the Optionee for at least six (6) months (or such shorter period as may be possible without triggering negative accounting treatment) (or other consideration authorized pursuant to Section 4(d)) having a value at the time of exercise equal to the total Option Price, (iii) any other legal consideration that the Board may deem appropriate on such basis as the Board may determine in accordance with this Plan, or (iv) by a combination of such methods of payment. No fractional Common Shares will be issued or accepted .

(d) To the extent permitted by law, any grant may provide for deferred payment of the Option Price from the proceeds of sale through a bank or broker on a date satisfactory to the Company of some or all of the Common Shares to which such exercise relates.

~~(e) Successive grants may be made to the same Participant whether or not any Option Rights previously granted to such Participant remain unexercised.~~

(f) Each grant will specify the period or periods of continuous service by the Optionee with the Company or any Subsidiary that is necessary before the Option Rights or installments thereof will become exercisable and may provide for the earlier exercise of such Option Rights in the event of a Change in Control.

(g) Any grant of Option Rights may specify Management Objectives that must be achieved as a condition to the exercise of such rights, in which case such grant will specify that, before the Option Rights will become exercisable, the Board must certify that the Management Objectives have been satisfied.

(h) Option Rights granted under this Plan may be (i) options, including, without limitation, Incentive Stock Options, that are intended to qualify under particular provisions of the Code, (ii) options that are not intended to so qualify, or (iii) combinations of the foregoing. Incentive Stock Options may only be granted to Participants who meet the definition of “employees” under Section 3401(c) of the Code.

(i) The Board may, at or after the Date of Grant of any Option Rights (other than Incentive Stock Options), provide for the payment of dividend equivalents to the Optionee on either a current or deferred or contingent basis, provided that any such dividend equivalent shall be structured in such a manner that complies with Section 409A of the Code.

~~(j) The exercise of an Option Right will result in the cancellation on a share-for-share basis of any Tandem Appreciation Right authorized under Section 5 of this Plan.~~

~~(k) No Option Right will be exercisable more than 10 years from the Date of Grant.~~

(l) The Board reserves the discretion at or after the Date of Grant to provide for (i) the payment of a cash bonus at the time of exercise; (ii) the availability of a loan at exercise, to the extent permitted by applicable law; and (iii) the right to tender in satisfaction of the Option Price nonforfeitable, unrestricted Common Shares, which are already owned by the Optionee and have a value at the time of exercise that is equal to the Option Price.

(m) The Board may substitute, without receiving Participant permission, Appreciation Rights paid only in Common Shares (or Appreciation Rights paid in Common Shares or cash at the Board’s discretion) for outstanding Options provided, that the terms of the substituted Appreciation Rights are the same as the terms for the Options and the difference between the Market Value Per Share of the underlying Common Shares and the Base Price of the Appreciation Rights is equivalent to the difference between the Market Value Per Share of the underlying Common Shares and the Option Price of the Options.

(n) Each grant of Option Rights will be evidenced by an Evidence of Award. Each Evidence of Award shall be subject to this Plan and shall contain such terms and provisions as the Board may approve.

~~(o) The Board may provide for termination of an Option Right in the case of termination of employment or directorship or any other reason.~~

(p) An Option Right granted hereunder may be exercisable, in whole or in part, by written notice delivered in person or by mail to the Secretary of the Company at its principal office, specifying the number of Common Shares to be purchased and accompanied by payment thereof and otherwise in accordance with the Evidence of Award pursuant to which the Option Right was granted.

5. ~~Appreciation Rights.~~

(a) The Board may authorize the granting (i) to any Optionee, of Tandem Appreciation Rights in respect of Option Rights granted hereunder, and (ii) to any Participant, of Free-Standing Appreciation Rights. A Tandem Appreciation Right will be a right of the Optionee, exercisable by surrender of the related Option Right, to receive from the Company an amount determined by the Board, which will be expressed as a percentage of the Spread (not exceeding 100 percent) at the time of exercise. Tandem Appreciation Rights may be granted at any time prior to the exercise or termination of the related Option Rights; ~~provided~~, ~~however~~, t hat a Tandem Appreciation Right awarded in relation to an Incentive Stock Option must be granted concurrently with such Incentive Stock Option. A Free-Standing Appreciation Right will be a right of the Participant to receive from the Company an amount determined by the Board, which will be expressed as a percentage of the Spread (not exceeding 100 percent) at the time of exercise.

~~(b) Each grant of Appreciation Rights may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:~~

~~(i)~~

~~Any grant may specify that the amount payable on exercise of an Appreciation Right may be paid by the Company in cash, inCommon Shares or in any combination thereof and may either grant to the Participant or retain in the Board the right to elect among those alternatives.~~

~~(ii)~~

~~Any grant may specify that the amount payable on exercise of an Appreciation Right may not exceed a maximum specified by the Board at the Date of Grant.~~

~~(iii)~~

~~Any grant may specify waiting periods before exercise and permissible exercise dates or periods.~~

~~(iv)~~

~~Any grant may specify that such Appreciation Right may be exercised only in the event of, or earlier in the event of, a Change in Control.~~

~~(v)~~

Any grant may provide for the payment to the Participant of dividend equivalents thereon in cash or Common Shares on a current, deferred or contingent basis, provided that any such dividend equivalent shall be structured in such a manner that complies with Section 409A of the Code.

~~(vi)~~

Any grant of Appreciation Rights may specify Management Objectives that must be achieved as a condition of the exercise of such Appreciation Rights, in which case such Appreciation Rights will specify that, before the Appreciation Rights will become exercisable, the Board must certify that the Management Objectives have been satisfied.

~~(vii)~~

Each grant of Appreciation Rights will be evidenced by an Evidence of Award, which Evidence of Award will describe such Appreciation Rights, identify the related Option Rights (if applicable), and contain such other terms and provisions, consistent with this Plan, as the Board may approve.

(c) Any grant of Tandem Appreciation Rights will provide that such Tandem Appreciation Rights may be exercised only at a time when the related Option Right is also exercisable and at a time when the Spread is positive, and by surrender of the related Option Right for cancellation.

~~(i)~~

In the case of a Tandem Appreciation Right granted in relation to an Incentive Stock Option to an employee who is a Ten Percent Shareholder on the date of such grant, the amount payable with respect to each Tandem Appreciation Right shall be equal in value to the applicable percentage of the excess, if any, of the Market Value Per Share on the exercise date over the Base Price of the Tandem Appreciation Right, which exercise price shall not be less than 110 percent of the Market Value Per Share on the date the Tandem Appreciation Right is granted.

~~(d)~~

~~Regarding Free-Standing Appreciation Rights only:~~

~~(i)~~

Each grant will specify in respect of each Free-Standing Appreciation Right a Base Price, which will be equal to or greater than the Market Value Per Share on the day immediately preceding the Date of Grant;

~~(ii)~~

~~Successive grants may be made to the same Participant regardless of whether any Free-Standing Appreciation Rights previously granted to the Participant remain unexercised; and~~

~~(iii)~~

~~No Free-Standing Appreciation Right granted under this Plan may be exercised more than 10 years from the Date of Grant.~~

6. ~~Restricted Stock.~~ The Board may authorize the grant or sale of Restricted Stock to Participants. Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:

(a) Each such grant or sale will constitute an immediate transfer of the ownership of Common Shares to the Participant in consideration of the performance of services, entitling such Participant to voting, dividend and other ownership rights, but subject to the substantial risk of forfeiture and restrictions on transfer hereinafter referred to.

(b) Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than the Market Value Per Share at the Date of Grant.

(c) Each such grant or sale will provide that the Restricted Stock covered by such grant or sale will be subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code for a period of not less than three (3) years (which may include pro-rata or graded vesting over such period) to be determined by the Board at the Date of Grant and may provide for the earlier lapse of such substantial risk of forfeiture in the event of a Change in Control or other similar or event; ~~provided~~, ~~however~~, that the three-year substantial risk of forfeiture period may be reduced in the case of (i) grants to newly hired Participants to replace forfeited awards from a prior employer, (ii) grants that are a form of payment for earned Performance Shares or Performance Units or (iii) grants, as provided in Section 6(e).

(d) Each such grant or sale will provide that during the period for which such substantial risk of forfeiture is to continue, the transferability of the Restricted Stock will be prohibited or restricted in the manner and to the extent prescribed by the Board at the Date of Grant (which restrictions may include, without limitation, rights of repurchase or first refusal in the Company or provisions subjecting the Restricted Stock to a continuing substantial risk of forfeiture in the hands of any transferee).

(e) Any such grant or sale may specify Management Objectives that, if achieved, will result in termination or early termination of the restrictions applicable to such Restricted Stock. Each grant or sale may specify in respect of such Management Objectives a minimum acceptable level of achievement and may set forth a formula for determining the number of shares of Restricted Stock on which restrictions will terminate if performance is at or above the minimum level, but falls short of full achievement of the specified Management Objectives. Such grant or sale will specify that, before the Restricted Stock will be earned and paid, the Board must certify that the Management Objec tives have been satisfied.

(f) Any such grant or sale may require that any or all dividends or other distributions paid thereon during the period of such restrictions be automatically deferred and reinvested in additional shares of Restricted Stock, which may be subject to the same restrictions as the underlying award.

(g) Each grant or sale will be evidenced by an Evidence of Award and will contain such terms and provisions, consistent with this Plan, as the Board may approve. Unless otherwise directed by the Board, all certificates representing shares of Restricted Stock will be held in custody by the Company until all restrictions thereon will have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are registered, endorsed in blank and covering such Common Shares.

~~(h) A Participant may make the election under Section 83(b) of the Code with respect to any award of Restricted Stock.~~

7. ~~Restricted Stock Units.The Board may authorize the granting or sale of~~ ~~Restricted Stock Units to Participants. Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of the requirements contained in the following provisions:~~

(a) Each such grant or sale will constitute the agreement by the Company to deliver Common Shares or cash to the Participant in the future in consideration of the performance of services, but subject to the fulfillment of such conditions during the Restriction Period as the Board may specify.

(b) Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than the Market Value Per Share at the Date of Grant.

(c) Each such grant or sale made to a Participant who is (i) an officer or other key employee will be subject to a Restriction Period of not less than three (3) years (which may include pro-rata or graded vesting over such period) or (ii) a Non-Employee Director or not an officer or other key employee will be subject to a Restriction Period of not less than six (6) months, as determined by the Board at the Date of Grant, and may provide for the earlier lapse or other modification of such Restriction Period in the event of a Change in Control, provided that for such purposes a Change in Control shall not be deemed to occur unless the events that have occurred would also constitute a “Change in the Ownership or Effective Control of a Corporation or in the Ownership of a Substantial Portion of the Assets of a Corporation” under Treasury Department Final Regulation 1.409A-3(j)(5), or any successor thereto.

(d) During the Restriction Period, the Participant will have no right to transfer any rights under his or her award and will have no rights of ownership in the Restricted Stock Units and will have no right to vote them, but the Board may, at or after the Date of Grant, ~~authorize the payment of dividend equivalents on such Restricted Stock Units on either a current or deferred or contingent basis, either in cash or in additional Common Shares.~~

~~(e) Each such grant or sale will be evidenced by an Evidence of Award and will contain such terms and provisions, consistent with this Plan, as the Board may approve.~~

8. ~~Performance Shares and Performance Units.~~ The Board may authorize the granting of Performance Shares and Performance Units that will become payable to a Participant upon achievement of specified Management Objectives. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:

(a) Each such grant specify the number of Performance Shares or Performance Units to which it pertains, which number may be subject to adjustment to reflect changes in compensation or other factors; provided, however, that no such adjustment will be made in the case of a Covered Employee where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code.

(b) The Performance Period with respect to each Performance Share or Performance Unit will be such period of time (not less than six (6) months), as determined by the Board at the Date of Grant which may be subject to earlier lapse or other modification in the event of a Change in Control or other similar or event; ~~provided~~, ~~however, that the six-month Performance Period may be reduced in the case of grants to newly hired Participants to replace forfeited awards from a prior employer.~~

(c) Any such grant will specify Management Objectives which, if achieved, will result in payment or early payment of the award, and each grant may specify in respect of such specified Management Objectives a minimum acceptable level of achievement and will set forth a formula for determining the number of Performance Shares or Performance Units that will be earned if performance is at or above the minimum level, but falls short of full achievement of the specified Management Objectives. Such grant will specify that, before the Performance Shares or Performance Units will be earned and paid, the Board must certify that the Management Objectives have been satisfied.

(d) Each grant will specify the time and manner of payment of Performance Shares or Performance Units that have been earned. Any grant may specify that the amount payable with respect thereto may be paid by the Company in cash, in Common Shares or in any combination thereof and may either grant to the Participant or retain in the Board the right to elect among those alternatives.

(e) Any such grant of Performance Shares may specify that the amount payable with respect thereto may not exceed a maximum specified by the Board at the Date of Grant. Any grant of Performance Units may specify that the amount payable or the number of Common Shares issued with respect thereto may not exceed maximums specified by the Board at the Date of Grant.

~~(f) The Board may, at or after the Date of Grant of Performance Shares, provide for the payment of dividend equivalents to the holder thereof on either a current or~~ deferred or contingent basis, either in cash or in additional Common Shares, provided that any such dividend equivalent shall be structured in such a manner that complies with Section 409A of the Code.

~~(g) Each such grant will be evidenced by an Evidence of Award and will contain such other terms and provisions, consistent with this Plan, as the Board may approve.~~

9. ~~Awards to Non~~-~~Employee Directors.~~ The Board may, from time to time and upon such terms and conditions as it may determine, authorize the granting to Non-Employee Directors of Option Rights, Appreciation Rights or other awards contemplated by Section 10 of this Plan and may also authorize the grant or sale of Common Shares, Restricted Stock or Restricted Stock Units to Non-Employee Directors.

(a) Each grant of Option Rights awarded pursuant to this Section 9 will be upon terms and conditions consistent with Section 4 of this Plan and will be evidenced by an Evidence of Award in such form as will be approved by the Board. Each grant will specify an Option Price per share, which will not be less than the Market Value Per Share on the day immediately preceding the Date of Grant. Each such Option Right granted under this Plan will expire not more than 10 years from the Date of Grant and will be subject to earlier termination as hereinafter provided. Unless otherwise determined by the Board, such Option Rights will be subject to the following additional terms and conditions:

~~(i)~~

~~Each grant will specify the number of Common Shares to which it pertains subject to the limitations set forth in Section 3 of this Plan.~~

~~(ii)~~

If a Non-Employee Director subsequently becomes an employee of the Company or a Subsidiary while remaining a member of the Board, any Option Rights held under this Plan by such individual at the time of such commencement of employment will not be affected thereby.

~~(iii)~~

Option Rights may be exercised by a Non-Employee Director only upon payment to the Company in full of the Option Price of the Common Shares to be delivered. Such payment will be made (i) in cash or by check acceptable to the Company or by wire transfer of immediately available funds, (ii) by the actual or constructive transfer to the Company of Common Shares owned by the Non-Employee Director for at least six (6) months (or such shorter period as may be possible without triggering negative accounting treatment) (or other consideration authorized pursuant to Section 9(b)) having a value at the time of exercise equal to the total Option Price, (iii) any other legal consideration that the Board may deem appropriate on such basis as the Board may determine in accordance with this Plan, or (iv) by a combination of such methods of payment. No fractional Common Shares will be issued or accepted.

~~(b)~~

To the extent permitted by law, any grant may provide for deferred payment of the Option Price from the proceeds of sale through a bank or broker on a date satisfactory to the Company of some or all of the Common Shares to which such exercise relates.

~~(c) Each grant or sale of Appreciation Rights pursuant to this Section 9 will be upon terms and conditions consistent with Section 5 of this Plan.~~

~~(d) Each grant or sale of Restricted Stock pursuant to this Section 9 will be upon terms and conditions consistent with Section 6 of this Plan.~~

~~(e) Each grant or sale of Restricted Stock Units pursuant to this Section 9 will be upon terms and conditions consistent with Section 7 of this Plan.~~

~~(f) Non-Employee Directors may be granted, sold, or awarded other awards as contemplated by Section 10 of this Plan.~~

(g) Non-Employee Directors, pursuant to this Section 9, may be awarded, or may be permitted to elect to receive, pursuant to procedures established by the Board, all or any portion of their annual retainer, meeting fees or other fees in Common Shares in lieu of cash.

~~10.~~ ~~Other Awards.~~

(a) The Board may, subject to limitations under applicable law, grant to any Participant such other awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Common Shares or factors that may influence the value of such Common Shares, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into Common Shares, purchase rights for Common Shares, awards with value and payment contingent upon performance of the Company or specified Subsidiaries, affiliates or other business units thereof or any other factors designated by the Board, and awards valued by reference to the book value of Common Shares or the value of securities of, or the performance of specified Subsidiaries or affiliates or other business units of the Company. The Board shall determine the terms and conditions of such awards. Common Shares delivered pursuant to an award in the nature of a purchase right granted under this Section 10 shall be purchased for such consideration, paid for at such time, by such methods, and in such forms, including, without limitation, cash, Common Shares, other awards, notes or other property, as the Board shall determine.

~~(b) Cash awards, as an element of or supplement to any other award granted under this Plan, may also be granted pursuant to this Section 10 of this Plan.~~

(c) The Board may grant Common Shares as a bonus, or may grant other awards in lieu of obligations of the Company or a Subsidiary to pay cash or deliver other property under this Plan or under other plans or compensatory arrangements, subject to such terms as shall be determined by the Board.

~~11.~~ ~~Transferability.~~

(a) Except as provided in Section 11(b) and 11(c) below, no Option Right, Appreciation Right or other derivative security granted under this Plan shall be transferable by the Participant except by will or the laws of descent and distribution or, except with respect to an Incentive Stock Option, pursuant to a domestic relations order (within the meaning of Rule 16a-12 promulgated under the Exchange Act). Except as otherwise determined by the Board, Option Rights and Appreciation Rights will be exercisable during the Participant’s lifetime only by him or her or, in the event of the Participant’s legal incapacity to do so, by his or her guardian or legal representative acting on behalf of the Participant in a fiduciary capacity under state law and/or cou rt supervision.

(b) Notwithstanding Section 11(a) above, an Option Right, Appreciation Right or other derivative security granted under this Plan may be transferable upon the death of the Participant, without payment of consideration therefor, to any one or more family members (as defined in the General Instructions to Form S-8 under the Securities Act of 1933) of the Participant, as may have been designated in writing by the Participant by means of a form of beneficiary designation approved by the Company. Such beneficiary designation may be made at any time by the Participant and shall be effective when it is filed, prior to the death of the Participant, with the Company. Any beneficiary designation may be changed by the filing of a new beneficiary designation, whic h will cancel any beneficiary designation previously filed with the Company.

(c) Notwithstanding Section 11(a) above, an Option Right (except with respect to an Incentive Stock Option), Appreciation Right or other derivative security granted under this Plan may be transferable by the Participant without payment of consideration therefor, to any one or more family members (as defined in the General Instructions to Form S-8 under the Securities Act of 1933) of the Participant; ~~provided~~, ~~however, that such transfer will not be effective until notice of such transfer is delivered to the Company; and~~ ~~provided~~, ~~further~~, ~~however, that any such transferee is subject to the same terms and conditions hereunder as the Participant.~~

~~(d)~~ The Board may specify at the Date of Grant that part or all of the Common Shares that are (i) to be issued or transferred by the Company upon the exercise of Option Rights or Appreciation Rights, upon the termination of the Restriction Period applicable to Restricted Stock Units or upon payment under any grant of Performance Shares or Performance Units or (ii) no longer subject to the substantial ~~risk of forfeiture and restrictions~~ ~~on transfer referred to in Section 6 of this Plan, will be subject to~~ ~~further restrictions on transfer.~~

~~12.~~ ~~Adjustments.~~

(a) The Board may make or provide for such adjustments in the numbers of Common Shares covered by outstanding Option Rights, Appreciation Rights, Restricted Stock Units, and Performance Shares granted hereunder and, if applicable, in the number of Common Shares covered by other awards granted pursuant to Section 10 hereof, in the Option Price and Base Price provided in outstanding Appreciation Rights, and in the kind of shares covered thereby, as the Board, in its sole discretion, exercised in good faith, may determine is equitably required to prevent dilution or enlargement of the rights of Participants or Optionees that otherwise would result from (a) any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, or (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing.

(b) Moreover, in the event of any such transaction or event specified in Section 12(a) above, the Board, in its discretion, may provide in substitution for any or all outstanding awards under this Plan such alternative consideration as it, in good faith, may determine to be equitable in the circumstances and may require in connection therewith the surrender of all awards so replaced. In the event of any such transaction or event specified in Section 12(a) above, the Board, in its discretion, may also provide for the assumption by another corporation of any or all outstanding awards under this Plan.

(c) The Board may also make or provide for such adjustments in the numbers of shares specified in Section 3 of this Plan as the Board in its sole discretion, exercised in good faith, may determine is appropriate to reflect any transaction or event described in this Section 12; ~~provided~~, ~~however~~, that any such adjustment to the number specified in Section 3(b)(i) will be made only if and to the extent that such adjustment would not cause any Option intended to qualify as an Incentive Stock Option to fail so to qualify.

~~13.~~ ~~Change in Control.~~

~~(a) For purposes of this Plan, except as may be otherwise prescribed by the Board in an Evidence~~ of ~~Award, a “Change in Control” will mean if at any time any of the following events will have occurred:~~

~~(i)~~

the Company is merged or consolidated or reorganized into or with another corporation or other legal person, and as a result of such merger, consolidation or reorganization 60% or less of the combined voting power of the Voting Stock of such corporation or person immediately after such transaction is held in the aggregate by the holders of Voting Stock of the Company immediately prior to such transaction;

~~(ii)~~

the Company sells or otherwise transfers all or substantially all of its assets to another corporation or legal person, and as a result of such sale or transfer, 60% or less of the combined voting power of the then-outstanding Voting Stock of such corporation or person immediately after such sale or transfer is held in the aggregate by the holders of Voting Stock of the Company immediately prior to such sale or transfer;

~~(iii)~~

~~the acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of~~ ~~35% or more of the combined voting power of the Voting Stock then outstanding after giving effect to such acquisition; or~~

~~(iv)~~

~~individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease, for any reason, to constitute at least a majority of the Board;~~ ~~provided~~, ~~however~~, that any individual becoming a Director subsequent to the date hereof whose election or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the Directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for Director, without objection to such nomination) shall be deemed to be or have been a member of the Incumbent Board;

~~provided~~, ~~however~~, notwithstanding the Section l3(a)(iii) above, unless otherwise determined in a specific case by majority vote of the Board, a “Change in Control” shall not be deemed to have occurred for purposes of Section 13(a)(iii) solely because (A) the Company, (B) a Subsidiary, or (C) any Company-sponsored employee stock ownership plan or any other employee benefit plan of the Company or any Subsidiary, either files or becomes obligated to file a report or proxy statement under or in response to Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report or item therein) under the Exchange Act, disclosing beneficial ownership by it of shares of Voting Stock, whether in exces s of 35% or otherwise.

(b) In the event of a Change in Control affecting the Company, then, notwithstanding any provision of this Plan to the contrary, unless otherwise expressly determined in an Evidence of Award entered into between the Company and any Participant, all awards that have not expired and which are then held by any Participant (or the person or persons to whom any deceased Participant’s rights have been transferred) shall, as of such Change in Control, become fully and immediately vested and, with respect to Option Rights, exercisable and may be exercised for the remaining term of the Option Right. Notwithstanding the foregoing, no acceleration shall occur with respect to Restricted Stock Units or other awards to the extent they are subject to Section 409A of the C ode unless the events that have occurred would also constitute a “Change in the Ownership or Effective Control of a Corporation or in the Ownership of a Substantial Portion of the Assets of a Corporation” under Treasury Department Final Regulation 1.409A-3(j)(5), or any successor thereto.

~~14.~~ ~~Fractional Shares.~~ ~~The Company will not be required to issue any fractional Common Shares pursuant to this Plan. The Board may provide for the elimination of fractions or for the settlement of fractions in cash.~~

~~15.~~ ~~Withholding Taxes.~~ To the extent that the Company is required to withhold federal, state, local or foreign taxes in connection with any payment made or benefit realized by a Participant or other person under this Plan, and the amounts available to the Company for such withholding are insufficient, it will be a condition to the receipt of such payment or the realization of such benefit that the Participant or such other person make arrangements satisfactory to the Company for payment of the balance of such taxes required to be withheld, ~~which arrangements (in the discretion of the Board) may include relinquishment of a portion of such benefit.~~

~~16.~~ ~~Foreign Employees.~~ In order to facilitate the making of any grant or combination of grants under this Plan, the Board may provide for such special terms for awards to Participants who are foreign nationals or who are employed by the Company or any Subsidiary outside of the United States of America or who provide services to the Company under an agreement with a foreign nation or agency, as the Board may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Board may approve such supplements to or amendments, restatements or alternative versions of this Plan as it may consider necessary or appropriate for such purposes, without thereby af fecting the terms of this Plan as in effect for any other purpose, and the Secretary or other appropriate officer of the Company may certify any such document as having been approved and adopted in the same manner as this Plan. No such special terms, supplements, amendments or restatements, however, will include any provisions that are inconsistent with the terms of this Plan as then in effect unless this Plan could have been amended to eliminate such inconsistency without further approval by the shareholders of the Company.

~~17.~~ ~~Administration of the Plan.~~

(a) This Plan will be administered by the Board, which may from time to time delegate all or any part of its authority under this Plan to the compensation committee of the Board (or committee or a subcommittee consisting exclusively of not less than two or more members of the Board, each of whom shall be a “non-employee director” within the meaning of Rule 16b-3 of the Securities and Exchange Commission promulgated under the Exchange Act, an “outside director” within the meaning of Section 162(m) of the Code and an “independent director” within the meaning of the rules of the New York Stock Exchange), as constituted from time to time. To the extent of any such delegation, references in this Plan to the Board will be deemed to b e references to such committee or subcommittee. A majority of the committee (or subcommittee) will constitute a quorum, and the action of the members of the committee (or subcommittee) present at any meeting at which a quorum is present, or acts unanimously approved in writing, will be the acts of the committee (or subcommittee).

(b) To the extent of any delegation by the Board of its authority to administer the Plan to the committee (or subcommittee), as set forth in Section 17(a) of this Plan, such committee (or subcommittee) shall have full discretionary authority in all matters relating to the discharge of its responsibilities under this Plan, including, without limitation, its exercise of negative discretion in determining the size of an award if the Management Objective has been achieved, if in the committee’s (or subcommittee’s) sole judgment, such application is appropriate in order to act in the best interests of the Company and its shareholders. The interpretation and construction by the Board of any provision of this Plan or of any Evidence of Award, and any determi nation by the Board pursuant to any provision of this Plan or of any such Evidence of Award, shall be final and conclusive. No member of the Board will be liable for any such action or determination made in good faith.

~~(c) The Board or, to the extent of any delegation as provided in Section 17(a), the committee, may delegate to one or more of its members or to one or more officers of the~~ Company, or to one or more agents or advisors, such administrative duties or powers as it may deem advisable, and the Board, the committee, or any person to whom duties or powers have been delegated as aforesaid, may employ one or more persons to render advice with respect to any responsibility the Board, the committee or such person may have under this Plan. The Board or the committee may, by resolution, authorize one or more officers of the Company to do one or both of the following on the same basis as the Bo ard or the committee: (i) designate employees to be recipients of awards under this Plan; and (b) determine the size of any such awards; ~~provided~~, ~~however~~, that (A) the Board or the committee shall not delegate such responsibilities to any such officer for awards granted to an employee who is an officer, Director, or more than 10% beneficial owner of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Board in accordance with Section 16 of the Exchange Act; (B) the resolution providing for such authorization sets forth the total number of Common Shares such officer(s) may grant; and (iii) the officer(s) shall report periodically to the Board or the committee, as the case may be, regarding the nature and scope of the awards granted pursuant to the authority delegated.

~~18.~~ ~~Amendments, Etc.~~

~~(a) The Board may at any time and from time to time amend this Plan in whole or in part;~~ ~~provided~~, ~~however~~, that any amendment which must be approved by the shareholders of the Company in order to comply with applicable law or the rules of the New York Stock Exchange or, if the Common Shares are not traded on the New York Stock Exchange, the principal national securities exchange upon which the Common Shares are traded or quoted, will not be effective unless and until such approval has been obtained.

(b) The Board will not, without the further approval of the shareholders of the Company, authorize the amendment of any outstanding Option Right to reduce the Option Price. Furthermore, no Option Right will be cancelled and replaced with awards having a lower Option Price without further approval of the shareholders of the Company. This Section 18(b) is intended to prohibit the repricing of “underwater” Option Rights and will not be construed to prohibit the adjustments provided for in Section 12 of this Plan.

(c) The Board also may permit Participants to elect to defer the issuance of Common Shares or the settlement of awards in cash under this Plan pursuant to such rules, procedures or programs as it may establish for purposes of this Plan. The Board also may provide that deferred issuances and settlements include the payment or crediting of dividend equivalents or interest on the deferral amounts.

(d) The Board may condition the grant of any award or combination of awards authorized under this Plan on the surrender or deferral by the Participant of his or her right to receive a cash bonus or other compensation otherwise payable by the Company or a Subsidiary to the Participant.

(e) In case of termination of employment by reason of death, Disability or normal or early retirement, or in the case of hardship or other special circumstances, of a Participant who holds an Option Right or Appreciation Right not immediately exercisable in full, or any shares of Restricted Stock as to which the substantial risk of forfeiture or the prohibition or restriction on transfer has not lapsed, or any Restricted Stock Units as to which the Restriction Period has not been completed, or any Performance Shares or Performance Units which have not been fully earned, or any other awards made pursuant to Section 10 subject to any vesting schedule or transfer restriction, or who holds Commo n Shares subject to any transfer restriction imposed pursuant to Section 11(b) of this Plan, the Board may, in its sole discretion, accelerate the time at which such Option Right, Appreciation Right or other award may be exercised or the time at which such substantial risk of forfeiture or prohibition or restriction on transfer will lapse or the time when such Restriction Period will end or the time at which such Performance Shares or Performance Units will be deemed to have been fully earned or the time when such transfer restriction will terminate or may waive any other limitation or requirement under any such award, except to the extent, with respect to awards subject to Section 409A of the Code, such acceleration would result in a violation of Section 409A of the Code.

(f) This Plan will not confer upon any Participant any right with respect to continuance of employment or other service with the Company or any Subsidiary, nor will it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate such Participant’s employment or other service at any time.

(g) To the extent that any provision of this Plan would prevent any Option Right that was intended to qualify as an Incentive Stock Option from qualifying as such, that provision will be null and void with respect to such Option Right. Such provision, however, will remain in effect for other Option Rights and there will be no further effect on any provision of this Plan.

(h) The Board may amend the terms of any award theretofore granted under this Plan prospectively or retroactively, but subject to Section 12 above no such amendment shall impair the rights of any holder without his or her consent. The Board may, in its discretion, terminate this Plan at any time. Termination of this Plan will not affect the rights of Participants or their successors under any awards outstanding hereunder and not exercised in full on the date of termination.

~~19.~~ ~~Detrimental Activity.~~ Any Evidence of Award may provide that if a Participant, either during employment by the Company or a Subsidiary or within a specified period after termination of such employment, shall engage in any Detrimental Activity, and the Board shall so find, forthwith upon notice of such finding, the Participant shall:

(a) Return to the Company, in exchange for payment by the Company of any amount actually paid therefor by the Participant, all Common Shares that the Participant has not disposed of that were offered pursuant to this Plan within a specified period prior to the date of the commencement of such Detrimental Activity, and

~~(b) With respect to any Common Shares so acquired that the Participant has disposed of, pay to the Company in cash the difference between:~~

~~(i)~~

~~The Market Value Per Share of the Common Shares on the date of such acquisition, and~~

~~(ii)~~

~~Any amount actually paid therefor by the Participant pursuant to this Plan.~~

To the extent that such amounts are not paid to the Company, the Company may set off the amounts so payable to it against any amounts that may be owing from time to time by the Company or a Subsidiary to the Participant, whether as wages, deferred compensation or vacation pay or in the form of any other benefit or for any other reason.

~~20.~~ ~~Governing Law.~~ ~~This Plan and all grants and awards and actions taken thereunder shall he governed by and construed in accordance with the internal substantive laws of the State of Delaware.~~

~~21.~~ ~~Termination.~~ No grant will be made under this Plan more than 10 years after the date on which this Plan is first approved by the shareholders of the Company, but all grants made on or prior to such date will continue in effect thereafter subject to the terms thereof and of this Plan.

~~22.~~ ~~Compliance with Section 409A of the Code; Awards to Specified Employees.~~ This Plan is intended to comply and shall be administered in a manner that is intended to comply with Section 409A of the Code and shall be construed and interpreted in accordance with such intent. To the extent that an award, issuance and/or payment is subject to Section 409A of the Code, it shall be awarded and/or issued or paid in a manner that will comply with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto (the “Guidance”). Notwithstanding anything her ein or in any grant agreement or other documentation related to an award to the contrary, to the extent that any award subject to Section 409A is payable in connection with the Participant’s separation from service and at the time of the separation from service the Participant is a “specified employee” (within the meaning of Section 409A(2)(B) of the Code) then such payment shall be made on the first business day of the first calendar month that begins after the six-month anniversary of the separation from service or, if earlier, on the date of the Participant’s death. Any provision of this Plan that would cause an award, issuance and/or payment to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by the Guidance).

~~23.~~ ~~General Provisions.~~

(a) No award under this Plan may be exercised by the holder thereof if such exercise, and the receipt of cash or stock thereunder, would be, in the opinion of counsel selected by the Board, contrary to law or the regulations of any duly constituted authority having jurisdiction over this Plan.

(b) Absence on leave approved by a duly constituted officer of the Company or any of its Subsidiaries shall not be considered interruption or termination of service of any employee for any purposes of this Plan or awards granted hereunder, except with respect to awards subject to Section 409A of the Code, and to the extent the absence or leave would be considered a separation from service pursuant to Section 409A of the Code. No awards may be granted to an employee while he or she is absent on leave.

(c) No Participant shall have any rights as a shareholder with respect to any Common Shares subject to awards granted to him or her under this Plan prior to the date as of which he or she is actually recorded as the holder of such shares upon the stock records of the Company.

~~FIRST AMENDMENT TO SECOND AMENDED AND RESTATED~~

~~LONG-TERM INCENTIVE PLAN AND DIRECTOR EQUITY PLAN~~

~~The Second Amended and Restated Long-Term Incentive Plan and Director Equity Plan adopted by the Board of Directors of Dollar Thrifty Automotive Group, Inc. (“DTAG”) on December 9, 2008 and originally adopted by the stockholders of DTAG on May 20, 2005 (the “Plan”), is hereby amended as follows effective March 31, 2009:~~

~~1. By deleting Section 18(b) in its entirety and replacing it with the following:~~

“(b) The Board will not, without the further approval of the Shareholders of the Company, authorize the amendment of any Option Right or Appreciation Right to reduce the Option Price or the Base Price, respectively. Furthermore, no Option Right or Appreciation Right will be cancelled and replaced with cash or awards having a lower Option Price or Base Price, as applicable, without further approval of the Shareholders of the Company. This Section 18(b) is intended to prohibit the re-pricing of “underwater” Option Rights and/or Appreciation Rights and will not be construed to prohibit the adjustments provided for in Section 12 of the Plan.”

~~2. By deleting the first sentence of Section 18(h) and replacing it with the following:~~

“(h) The Board may amend the terms of any award theretofore granted under this Plan prospectively or retroactively, subject to the restrictions set forth in Section 12 and Section 18(b) above, and no amendment shall impair the rights of any holder without his or her consent.”

~~This First Amendment (the “First Amendment”) was approved by the Board of Directors of DTAG effective March 31, 2009.~~

~~SECOND AMENDMENT TO SECOND AMENDED AND RESTATED~~

~~LONG-TERM INCENTIVE PLAN AND DIRECTOR EQUITY PLAN~~

~~The Second Amended and Restated Long-Term Incentive Plan and Director Equity Plan adopted by the Board of Directors of Dollar Thrifty Automotive Group, Inc. (“DTAG”) on December 9, 2008 and amended by the Board effective March 31, 2009, and originally adopted by the stockholders of DTAG on May 20, 2005 (the “Plan”), is hereby amended as follows effective March 16, 2009, subject to stockholder approval as provided below:~~

~~By deleting the first sentence of Section 3(a) of the Plan in its entirety and replacing it with the following:~~

“(a) Subject to adjustment as provided in Section 12 of this Plan, the number of Common Shares that may be issued or transferred (i) upon the exercise of Option Rights or Appreciation Rights, (ii) as Restricted Stock and released from substantial risks of forfeiture thereof, (iii) as Restricted Stock Units, (iv) in payment of Performance Shares or Performance Units that have been earned, (v) as awards to Non-Employee Directors, or (vi) as awards contemplated by Section 10 of this Plan will not exceed in the aggregate 1,300,000 Common Shares, plus (i) any Common Shares that remain available for issuance or transfer under the Plan, and (ii) any shares relating to awards heretofore or hereafter made under the Plan, that expire or are forfeited (including Performance Shares) or are cancelled.”

~~This Second Amendment (the “Second Amendment~~”) was approved by the Human Resources and Compensation Committee of the Board of Directors of DTAG at its meeting held on March 16, 2009. This Second Amendment shall become effective and operative if, and only if, (a) a majority of the Shares present in person or represented by proxy and entitled to vote at the Annual Meeting of Stockholders of DTAG to be held on May 14, 2009 (or any adjournment or adjournments thereof) or at any other duly held meeting or meetings within twelve (12) months after March 16, 2009 are in favor of this Second Amendment, and (b) the total number of votes actually cast on this Second Amendment represent more than 50% in interest of all stockholders entitled to vote on this Sec ond Amendment. A failure to obtain such a vote within such time shall make all provisions of this Second Amendment null and void from inception.

¨		Preliminary Proxy Statement
¨	¨		Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ		Definitive Proxy Statement
¨		Definitive Additional Materials
¨		Soliciting Material Pursuant to § 240.14a-12

TABLE OF CONTENTS
INFORMATION ABOUT THE MEETING			1

	Quorum		1
	Vote Required		1
	Proxy Voting		2
	Proxy Solicitation		2

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders
to Be Held on June ~~10, 2010~~9, 2011			2

PROPOSAL NO. 1 - ELECTION OF DIRECTORS			2

PROPOSAL NO. 2 - APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			3

PROPOSAL NO. 3 - ~~APPROVAL~~ADVISORY VOTE ON COMPENSATION OF ~~MANAGEMENT OBJECTIVES FOR PERFORMANCE-~~NAMED EXECUTIVE ~~BASED AWARDS UNDER DTG’S SECOND AMENDED AND RESTATED LONG-TERM~~ ~~INCENTIVE PLAN AND DIRECTOR EQUITY PLAN~~OFFICERS			5

PROPOSAL NO. 4 - ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES ON 4EXECUTIVE COMPENSATION			6

BIOGRAPHICAL INFORMATION REGARDING DIRECTOR NOMINEES AND EXECUTIVE OFFICERS			7

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS			10

	Certain Beneficial Owners		10
	Directors, Director Nominees and Executive Officers		1211

INDEPENDENCE, MEETINGS, COMMITTEES AND COMPENSATION OF THE BOARD OF DIRECTORS			1413

	Independence		1413
	Meetings and Committees		1413
	Attendance at Annual Meetings of Stockholders		1514
	Governance Committee		1514
	Audit Committee		1615
	Human Resources and Compensation Committee		1615
	Report of Audit Committee		1716
	Compensation		1918
		Board Meeting Fees, Committee Meeting Fees and Retainers	1918
		Restricted Stock Grants	1918
		Other	1918
		No Employee Director Compensation or Benefits	2018
		Director Compensation Table	2019
	Stock Ownership Guidelines		2119
	Leadership Structure of the Board		2119
	Board’s Role in Risk Oversight		2120
	Communications with Stockholders		2220

EXECUTIVE COMPENSATION			2221

	Compensation Discussion and Analysis		2221
		~~2009~~2010 Overview	2221
		Objectives of Compensation Program	2322

	2009		2008		2010	2009
Audit Fees In 2009 and 2008, audit fees related to audits of the consolidated and subsidiaries’ annual financial statements, reviews of the consolidated quarterly financial statements and the audit of internal control over financial reporting.	$	1,091,854	$	1,560,156
Audit-Related Fees In 2009 and 2008, audit-related fees primarily related to agreed-upon debt compliance procedures, advisory services, comfort procedures and accounting consultations.	$	193,915	$	604,092
Audit Fees In 2009 and 2010, audit fees related to audits of the consolidated and subsidiaries’ annual financial statements, reviews of the consolidated quarterly financial statements and the audit of internal control over financial reporting.					$965,093	$1,091,854
Audit-Related Fees In 2009 and 2010, audit-related fees primarily related to agreed-upon debt compliance procedures, advisory services (including merger-related due diligence in 2010), comfort procedures and accounting consultations.					$844,757	$ 193,915
Tax Fees	$	-0-	$	-0-	$ -0-	$ -0-
All Other Fees	$	-0-	$	-0-	$ -0-	$ -0-

		Option Awards						Stock Awards							Option Awards						Stock Awards

Name	Grant Date	Number of Securities Underlying Unexercised Options (#)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock that Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested		Grant Date	Number of Securities Underlying Unexercised Options (#)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested ($)
		Exercisable	Unexercisable												Exercisable	Unexercisable
(a)(1)		(b) (2)	(c)	(d)	(e)		(f)	(g)	(h)		(i)(3)	(j)			(b) (2)	(c)	(d)	(e)		(f)	(g)	(h)		(i)(3)	(j)

Scott L. Thompson

Stock Option (a)	5/23/2008	0	35,800		$	13.98	5/22/2018							5/23/08	0	35,800		$	13.98	5/22/18
Stock Option (b)	5/23/2008	12,925	38,775		$	13.98	5/22/2018							5/23/08	25,850	25,850		$	13.98	5/22/18
Stock Option (c)	10/13/2008	65,833	131,667		$	0.97	10/12/2018							10/13/08	131,667	65,833		$	0.97	10/12/18
Stock Option (d)	5/14/2009	0	250,000		$	4.44	5/13/2019							5/14/09	50,000	200,000		$	4.44	5/13/19
Restricted Stock Units (b)	5/23/2008							10,163	$	260,274				5/23/08							6,774	$	320,139
Restricted Stock Units (c)	10/13/2008		��					33,334	$	853,709				10/13/08							16,670	$	787,824
Restricted Stock Units (d)	5/14/2009							50,000	$	1,280,500				5/14/09							40,000	$	1,890,400
Performance Shares	5/23/2008										9,450	$	242,015
Performance Units														5/23/08										18,900	$	893,214
Performance Units														12/3/10										45,000	$	2,126,700

H. Clifford Buster III

Stock Options (c)	10/21/2008	33,334	66,666		$	0.77	10/20/2018							10/21/08	66,667	33,333		$	0.77	10/20/18
Stock Options (d)	5/14/2009	0	150,000		$	4.44	5/13/2019							5/14/09	30,000	120,000		$	4.44	5/13/19
Performance Units														10/8/10										8,640	$	408,326
Performance Units														12/3/10										16,000	$	756,160

R. Scott Anderson

Stock Options (c)	9/28/2000	25,800	0		$	19.38	9/28/2010
Stock Options (a)	1/31/2008	0	12,054		$	24.38	1/30/2018							1/31/08	0	12,054		$	24.38	1/30/18
Stock Options (c)	10/13/2008	41,667	83,333		$	0.97	10/12/2018							10/13/08	83,334	41,666		$	0.97	10/12/18
Stock Options (d)	5/14/2009	0	150,000		$	4.44	5/13/2019							5/14/09	30,000	120,000		$	4.44	5/13/19
Performance Shares	2/1/2007										10,200	$	261,222
Performance Shares	1/31/2008										5,981	$	153,173
Performance Units														1/31/08										11,962	$	565,324
Performance Units														12/3/10										16,000	$	756,160

Vicki J. Vaniman

Stock Options (a)	1/31/2008	0	14,947		$	24.38	1/30/2018							1/31/08	0	14,947		$	24.38	1/30/18
Stock Options (c)	10/13/2008	15,000	30,000		$	0.97	10/12/2018							10/13/08	30,000	15,000		$	0.97	10/12/18
Stock Options (d)	5/14/2009	0	100,000		$	4.44	5/13/2019							5/14/09	20,000	80,000		$	4.44	5/13/19
Performance Shares	2/1/2007										7,000	$	179,270
Performance Shares	1/31/2008										7,416	$	189,924
Performance Units														1/31/08										14,832	$	700,960
Performance Units														12/3/10										9,000	$	425,340

Rick L. Morris
Stock Options (a)	1/31/2008	0	7,715		$	24.38	1/30/2018							1/31/08	0	7,715		$	24.38	1/30/18
Stock Options (c)	10/13/2008	15,000	30,000		$	0.97	10/12/2018							10/13/08	30,000	15,000		$	0.97	10/12/18
Stock Options (d)	5/14/2009	0	100,000		$	4.44	5/13/2019							5/14/09	20,000	80,000		$	4.44	5/13/19
Performance Shares	2/1/2007										4,500	$	115,245
Performance Shares	1/31/2008										3,828	$	98,035
Performance Units														1/31/08										7,656	$	361,822
Performance Units														12/3/10										7,000	$	330,820

1.	Election of Directors:

		For	Withhold

	01 - Thomas P. Capo	_____	_______

	02 - Maryann N. Keller	_____	_______

	03 - ~~The~~ Hon. Edward C. Lumley	_____	_______
	~~Lumley~~	~~_____~~	~~_______~~

	04 - Richard W. Neu	_____	_______

	05 -– John C. Pope	_____	_______

	06 -– Scott L. Thompson	_____	_______

	By Order of the Board of Directors

	/S/ VICKI VANIMAN

	Vicki J. Vaniman
	Secretary

		Participants in Compensation Decisions	2423
		Comparative Data and Benchmarking	2524
		Internal Pay Equity	2624
		General Information Regarding Elements of Compensation	2624
		Discussion of Elements of Compensation	2624
		Change in Control Arrangements	3027
		2011 Compensation Decisions	28
		Impact of Accounting and Tax Treatment on Compensation	3029
		Common Stock Ownership Guidelines	29
Compensation Committee Report			3129
Summary Compensation Table			3230
Grants of Plan-Based Awards			3332
Outstanding Equity Awards at Fiscal Year-End			3433
Option Exercises and Stock Vested			3534
Nonqualified Deferred Compensation			3635
Potential Payments Upon Termination or Change in Control			3635
	Introduction		3635
	Payments Made Upon Involuntary Termination With Cause or Voluntary Termination
		(Other Than Retirement)	3736
	Payments Made Upon Involuntary Termination Without Cause or Due to a Reduction in Force		3736
	Payments Made Upon Retirement, Death or Disability		3837
	Payments Made Upon a Change in Control		39
			38
Equity Compensation Plan Information			4342

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS
	AND CERTAIN CONTROL PERSONS		4443

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			4443

CODE OF ETHICS			4443

ANNUAL REPORT ON FORM 10-K			4443

STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
	FOR NEXT ANNUAL MEETING		4443

OTHER MATTERS			4544

Director	Board	Governance	Audit	Human Resources and Compensation	Board	Governance	Audit	Human Resources and Compensation
Thomas P. Capo (1)	Chair	X	X	X	X		X
Maryann N. Keller(1)	X		X	X	X		Chair	X
Hon. Edward C. Lumley	X	X	X	Chair	X	X	X	Chair
Richard W. Neu(1)	X	X	Chair		Chair	X	X
John C. Pope	X	Chair		X	X	Chair		X
Scott L. Thompson	X				X
Edward L. Wax (2)	X	X	X
Meetings Held in 2009	14	4	11	5
Meetings Held in 2010					28	4	13	8


Audit Committee	Risks and exposures associated with financial matters, ~~particularly credit and liquidity matters,~~ financial reporting, accounting, tax, internal control over financial reporting and ethics matters.

Governance Committee	Risks and exposures relating to corporate compliance, legal and regulatory matters.

Human Resources and Compensation Committee	Risks and exposures associated with the Company’s compensation programs and arrangements, leadership development and management succession planning.


Total Shareholder Return - 50% of Payout

Percentile in Russell 2000	20th	35th		50th	65th	80th

Common Stock Earned (% of Target)	0%	25%		50%	75%	100%

Performance of 1,512 remaining Russell 2000	-70.6%	-53.0%		-36.0%	-20.2%	0.5%

DTG Return			-47.6%
DTG Payout			33.0%

Non-Airport Revenue Growth - 10% of Payout ($ in millions)

Revenue Growth % (Business Plan)	80% BP	90% BP	100% BP	110% BP	120% BP
Revenue Growth $	$70.25	$79.03	$87.81	$96.59	$105.37

Common Stock Earned(% of Target)	0%	5%	10%	15%	20%

DTG Net Growth	$27.06
DTG Payout	0%

Market Share Growth - 20% of Payout

Market Share Growth %	-0.50%	-0.25%	0%		1%	2%
Market Share Target	12.36%	12.46%	12.55%		12.93%	13.32%

Common Stock Earned(% of Target)	0%	10%	20%		30%	40%

DTG Actual Mkt Share				12.79%
DTG Payout				26.30%

Customer Dissatisfaction Index - 10% of Payout


Months with CDI less than or equal to 5.5	6	12		18			24		30

Common Stock Earned (% of Target)	0%	5%		10%			15	%	20%

Actual Months <= 5.5					21
DTG Payout			12.5			%

Customer Retention Index - 10% of Payout

CRI %	53.50%	57.25%	61.00%	62.50	%	64.00%

Common Stock Earned (% of Target)	0%	5%	10%	15	%	20%

2009 Performance Avg	48.70%
DTG Payout	0%

				Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)				Estimated Future Payouts Under Equity Incentive Plan Awards												Estimated Future Payouts Under Non- Equity Incentive Plan Awards (1)						Estimated Future Payouts Under Equity Incentive Plan Awards
	Grant	Threshold		Target		Maximum		Threshold	Target	Maximum	All Other Stock Awards: Number of Shares of Stock or Units		All Other Option Awards: Number of Securities Underlying Options		Exercise or Base Price of Option or Stock Awards		Full Grant Date Fair Value		Grant	Threshold		Target		Maximum		Threshold	Target	Maximum	All Other Stock Awards: Number of Shares of Stock or Units		All Other Option Awards: Number of Securities Underlying Options	Exercise or Base Price of Option or Stock Awards		Grant Date Fair Value of Stock and Option Awards
Name	Date	($)		($)		($)		(#)	(#)	(#)	(#) (2)		(#)		($/Sh)		(3)		Date	($)		($)		($)		(#)	(#)	(#)	(#)		(#)	($/Sh)		($)(2)
(a)	(b)	(c)		(d)		(e)		(f)	(g)	(h)	(i)		(j)		(k)		(l)		(b)	(c)		(d)		(e)		(f)	(g)	(h)	(i)		(j)	(k)		(l)

Scott L. Thompson	Scott L. Thompson	$	137,500	$	550,000	$	825,000												Scott L. Thompson	$	137,500	$	550,000	$	825,000
Stock Option	5/14/2009													250,000	$	4.44	$	741,405
Restricted Stock Units	5/14/2009											50,000			$	4.44	$	222,000
Performance Units																			12/3/10											45,000		$	47.13	$	2,120,850

H. Clifford Buster III	H. Clifford Buster III	$	56,250	$	225,000	$	337,500												H. Clifford Buster III	$	56,250	$	225,000	$	337,500
Stock Option	5/14/2009													150,000	$	4.44	$	444,843
Performance Units																			10/8/10											4,320		$	48.29	$	208,613
Performance Units																			12/3/10											16,000		$	47.13	$	754,080

R. Scott Anderson	R. Scott Anderson	$	79,688	$	318,750	$	478,125												R. Scott Anderson	$	79,688	$	318,750	$	478,125
Stock Option	5/14/2009													150,000	$	4.44	$	444,843
Performance Units																			12/3/10											16,000		$	47.13	$	754,080

Vicki J. Vaniman	Vicki J. Vaniman	$	42,750	$	171,000	$	256,500												Vicki J. Vaniman	$	42,750	$	171,000	$	256,500
Stock Option	5/14/2009													100,000	$	4.44	$	296,562
Performance Units																			12/3/10											9,000		$	47.13	$	424,170

Rick L. Morris		$	37,500	$	150,000	$	225,000													$	37,500	$	150,000	$	225,000
Stock Option	5/14/2009													100,000	$	4.44	$	296,562
Performance Units																			12/3/10											7,000		$	47.13	$	329,910

2.	Ratification of ~~Deloitte~~Ernst	For	Against	Abstain
	& ~~Touche~~Young LLP as the
	independent registered public
	accounting firm for the
	fiscal year ~~2010.~~2011.	______	______	______

3.	~~Approval of the management~~Advisory vote on compensation	For	Against	Abstain
	~~objectives for performance-~~
	~~based awards under~~
	~~the Dollar Thrifty~~
	~~Automotive Group, Inc.~~
	~~Second Amended and~~
	~~Restated Long-Term~~
	~~Incentive Plan and~~
	~~Director Equity Plan.~~of named executive officers.	______	______	______

4.	Advisory vote on frequency of	1 Yr	2 Yrs	3 Yrs	Abstain
	future advisory votes on
	executive compensation.	______	______	______	______

Date (mm/dd/yyyy)	Signature 1	Signature 2
Please print date below.	Please keep signature within the box.	Please keep signature within the box.

_____/_____/______	_____________________________	________________________________

		Page
1.	Establishment and Purpose	1
2.	Definitions	1
3.	Shares Available Under the Plan	6
4.	Option Rights	7
5.	Appreciation Rights	9
6.	Restricted Stock	11
7.	Restricted Stock Units	12
8.	Performance Shares and Performance Units	13
9.	Awards to Non-Employee Directors	14
10.	Other Awards	15
11.	Transferability	16
12.	Adjustments	16
13.	Change in Control	17
14.	Fractional Shares	18
15.	Withholding Taxes	18
16.	Foreign Employees	19
17.	Administration of the Plan	19
18.	Amendments, Etc	20
19.	Detrimental Activity	21
20.	Governing Law	22
21.	Termination	22
22.	Compliance with Section 409A of the Code	22
23.	General Provisions	22