Exhibit 10.41
-------------
UNANIMOUS CONSENT TO ACTION OF THE HUMAN RESOURCES
AND COMPENSATION COMMITTEE OF THE
BOARD OF DIRECTORS OF
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
TAKEN IN LIEU OF SPECIAL MEETING
EFFECTIVE DECEMBER 2, 2004
The undersigned, being all of the members of the Human Resources and
Compensation Committee of the Board of Directors of Dollar Thrifty Automotive
Group, Inc., a Delaware corporation (the "Company"), do hereby waive notice of
the holding of a formal meeting, and do hereby make the following determinations
and take, and consent to, the following actions on behalf of the Company:
WHEREAS, the Company currently maintains an ERISA-qualified plan know as
the Dollar Thrifty Automotive Group, Inc. Retirement Savings Plan (the "Plan");
and
WHEREAS, the Company desires to (i) amend Section 1.11(g) of the Plan's
adoption agreement to modify the definition of employee for specific
contribution purposes, and (ii) liberalize the eligibility conditions for the
salary deferral feature of the Plan in Section 2.01.
RESOLVED, that the Company adopt the amendment to Section 1.11(g) and
Section 2.01 of the Plan with said amendments to be effective for the Plan year
beginning January 1, 2005.
RESOLVED FURTHER, to effect this amendment, the Company will sign a new
execution page to validate the amendment and the Company shall substitute the
amended pages 1, 3, 4 and 16 (attached hereto as Exhibit A) of the Plan's
adoption agreement currently in circulation.
ADOPTED the 2nd day of December, 2004.
________________________________________
Edward C. Lumley
________________________________________
Molly Shi Boren
________________________________________
John C. Pope
1
EXHIBIT A
Substitute Pages
ADOPTION AGREEMENT #005
NONSTANDARDIZED 401(k) PROFIT SHARING PLAN
The undersigned, Dollar Thrifty Automotive Group, Inc. ("Employer"), by
executing this Adoption Agreement, elects to establish a retirement plan and
trust ("Plan") under the Bank of Oklahoma, N.A. (basic plan document # 01 ). The
Employer, subject to the Employer's Adoption Agreement elections, adopts fully
the Prototype Plan and Trust provisions. This Adoption Agreement, the basic plan
document and any attached appendices or addenda, constitute the Employer's
entire plan and trust document. All section references within this Adoption
Agreement are Adoption Agreement section references unless the Adoption
Agreement or the context indicate otherwise. All article references are basic
plan document and Adoption Agreement references as applicable. Numbers in
parenthesis which follow headings are references to basic plan document
sections. The Employer makes the following elections granted under the
corresponding provisions of the basic plan document.
ARTICLE I
DEFINITIONS
1. PLAN (1.21). The name of the Plan as adopted by the Employer is Dollar
Thrifty Automotive Group, Inc. Retirement Savings Plan .
2. TRUSTEE (1.33). The Trustee executing this Adoption Agreement is: (Choose
one of (a), (b) or (c))
[ ] (a) A discretionary Trustee. See Plan Section 10.03[A].
[X] (b) A nondiscretionary Trustee. See Plan Section 10.03[B].
[ ] (c) A Trustee under a separate trust agreement. See Plan Section
10.03[G].
3. EMPLOYEE (1.11). The following Employees are not eligible to participate in
the Plan: (Choose (a) or one or more of (b) through (g) as applicable)
[ ] (a) No exclusions.
[X] (b) Collective bargaining Employees.
[X] (c) Nonresident aliens.
[X] (d) Leased Employees.
[X] (e) Reclassified Employees.
[X] (f) Classifications: An Employee employed pursuant to a written
agreement which provides the Employee is not eligible to participate
in the Plan .
[ ] (g) Exclusions by types of contributions. The following
classification(s) of Employees are not eligible for the specified
contributions:
Employee classification:__________________________________.
Contribution type:________________________________________.
4. COMPENSATION (1.07). The Employer makes the following election(s) regarding
the definition of Compensation for purposes of the contribution allocation
formula under Article III: (Choose one of (a), (b) or (c))
[X] (a) W-2 wages increased by Elective Contributions.
[ ] (b) Code ss.3401(a) federal income tax withholding wages increased
by Elective Contributions.
[ ] (c) 415 compensation.
[ ] (d) Elapsed Time Method. In lieu of crediting Hours of Service, the
Elapsed Time Method applies for purposes of crediting Service for:
(Choose one or more of (1), (2) or (3) as applicable)
[ ] (1) Eligibility under Article II.
[ ] (2) Vesting under Article V.
[ ] (3) Contribution allocations under Article III.
8. PREDECESSOR EMPLOYER SERVICE (1.30). In addition to the predecessor service
the Plan must credit by reason of Section 1.30 of the Plan, the Plan credits as
Service under this Plan, service with the following predecessor employer(s):
Thrifty Rent-A-Car System, Inc.; Snappy Car Rental, Inc.; Dollar Rent A Car
Systems, Inc.; Dollar Systems, Inc.; Dollar Operations, Inc.; SCAMP Auto Rental
I, Inc.; and Chyrsler Corporation .
[Note: If the Plan does not credit any additional predecessor service under this
Section 1.30, insert "N/A" in the blank line. The Employer also may elect to
credit predecessor service with specified Participating Employers only. See the
Participation Agreement.] Service with the designated predecessor employer(s)
applies: (Choose one or more of (a) through (d) as applicable)
[X] (a) Eligibility. For eligibility under Article II. See Plan Section
1.30 for time of Plan entry.
[X] (b) Vesting. For vesting under Article V.
[ ] (c) Contribution allocation. For contribution allocations under
Article III.
[X] (d) Exceptions. Except for the following Service: For SCAMP Auto
Rental I, Inc., only service while a wholly owned subsidiary of
Chyrsler Corporation .
ARTICLE II
ELIGIBILITY REQUIREMENTS
9. ELIGIBILITY (2.01).
Eligibility conditions. To become a Participant in the Plan, an Employee must
satisfy the following eligibility conditions: (Choose one or more of (a) through
(e) as applicable) [Note: If the Employer does not elect (c), the Employer's
elections under (a) and (b) apply to all types of contributions. The Employer as
to deferral contributions may not elect (b)(2) and may not elect more than 12
months in (b)(4) and (b)(5).]
[X] (a) Age. Attainment of age 21 (not to exceed age 21).
[X] (b) Service. Service requirement. (Choose one of (1) through (5))
[X] (1) One Year of Service.
[ ] (2) Two Years of Service, without an intervening Break in
Service. See Plan Section 2.03(A).
[ ] (3) One Hour of Service (immediate completion of Service
requirement). The Employee satisfies the Service requirement on
his/her Employment Commencement Date.
[ ] (4) ______ months (not exceeding 24).
[ ] (5) An Employee must complete _______ Hours of Service within
the _______ time period following the Employee's Employment
Commencement Date. If an Employee does not complete the stated
Hours of Service during the specified time period (if any), the
Employee is subject to the One Year of Service requirement.
[Note: The number of hours may not exceed 1,000 and the time
period may not exceed 24 months. If the Plan does not require the
Employee to satisfy the Hours of Service requirement within a
specified time period, insert "N/A" in the second blank line.]
[X] (c) Alternative 401(k)/401(m) eligibility conditions. In lieu of the
elections in (a) and (b), the Employer elects the following
eligibility conditions for the following types of contributions:
(Choose (1) or (2) or both if the Employer wishes to impose less
restrictive eligibility conditions for deferral/Employee contributions
or for matching contributions)
(1) [ ] Deferral/Employee contributions: (Choose one of a.
through d. Choose e. if applicable)
a. [ ] One Year of Service
b. [X] One Hour of Service (immediate completion of Service
requirement)
c. [ ] _______ months (not exceeding 12)
d. [ ] An Employee must complete _______ Hours of Service
within the ______ time period following an Employee's
Employment Commencement Date. If an Employee does
not complete the stated Hours of Service during the
specified time period (if any), the Employee is
subject to the One Year of Service requirement.
[Note: The number of hours may not exceed 1,000 and
the time period may not exceed 12 months. If the Plan
does not require the Employee to satisfy the Hours of
Service requirement within a specified time period,
insert "N/A" in the second blank line.]
e. [X] Age 21 (not exceeding age 21)
(2) [X] Matching contributions: (Choose one of f. through i.
Choose j. if applicable)
f. [X] One Year of Service
g. [ ] One Hour of Service (immediate completion of Service
requirement)
h. [ ] ______ months (not exceeding 24)
i. [ ] An Employee must complete ______ Hours of Service
within the _____ time period following an Employee's
Employment Commencement Date. If an Employee does not
complete the stated Hours of Service during the
specified time period (if any), the Employee is
subject to the One Year of Service requirement.
[Note: The number of hours may not exceed 1,000 and
the time period may not exceed 24 months. If the
Plan does not require the Employee to satisfy the
Hours of Service requirement within a specified time
period, insert "N/A" in the second blank line.]
j. [X] Age 21 (not exceeding age 21)
[ ] (d) Service requirements: ________ .
[Note: Any Service requirement the Employer elects in (d) must be
available under other Adoption Agreement elections or a combination
thereof.]
[ ] (e) Dual eligibility. The eligibility conditions of this Section 2.01
apply solely to an Employee employed by the Employer after ______. If
the Employee was employed by the Employer by the specified date, the
Employee will become a Participant on the latest of: (i) the Effective
Date; (ii) the restated Effective Date; (iii) the Employee's
Employment Commencement Date; or (iv) on the date the Employee attains
age ______ (not exceeding age 21).
Plan Entry Date. "Plan Entry Date" means the Effective Date and: (Choose one of
(f) through (j). Choose (k) if applicable) [Note: If the Employer does not elect
(k), the elections under (f) through (j) apply to all types of contributions.
The Employer must elect at least one Entry Date per Plan Year.]
[ ] (f) Semi-annual Entry Dates. The first day of the Plan Year and the
first day of the seventh month of the Plan Year.
[ ] (g) The first day of the Plan Year.
[ ] (h) Employment Commencement Date (immediate eligibility).
[ ] (i) The first day of each: _________ (e.g., "Plan Year quarter").
[X] (j) The following Plan Entry Dates: anniversary of date of hire.
[X] (k) Alternative 401(k)/401(m) Plan Entry Date(s). For the
alternative 401(k)/401(m) eligibility conditions under (c), Plan Entry
Date means: (Choose (1) or (2) or both as applicable)
(1) [X] Deferral/Employee contributions (2) [X] Matching contributions
(Choose one of a. through d.) (Choose one of e. through h.)
a. [ ] Semi-annual Entry Dates e. [ ] Semi-annual Entry Dates
b. [ ] The first day of the Plan Year f. [ ] The first day of the Plan Year
c. [X] Employment Commencement Date g. [ ] Employment Commencement Date
(immediate eligibility) (immediate eligibility)
d. [ ] The first day of each: ______ h. [X] The first day of each:
anniversary of hire date
Time of participation. An Employee will become a Participant, unless excluded
under Section 1.11, on the Plan Entry Date (if employed on that date): (Choose
one of (l), (m) or (n). Choose (o) if applicable): [Note: If the Employer does
not elect (o), the election under (l), (m) or (n) applies to all types of
contributions.]
[X] (l) Immediately following or coincident with
[ ] (m) Immediately preceding or coincident with
[ ] (n) Nearest
Execution Page
The Trustee (and Custodian, if applicable), by executing this Adoption
Agreement, accepts its position and agrees to all of the obligations,
responsibilities and duties imposed upon the Trustee (or Custodian) under the
Prototype Plan and Trust. The Employer hereby agrees to the provisions of this
Plan and Trust, and in witness of its agreement, the Employer by its duly
authorized officers, has executed this Adoption Agreement, and the Trustee (and
Custodian, if applicable) has signified its acceptance, on:____________________.
Name of Employer: Dollar Thrifty
Automotive Group, Inc.
_______________________________________
Employer's EIN: 73-1356520
_____________________________
Signed:________________________________
_____________________________
[Name/Title]
Name(s) of Trustee:
Bank of Oklahoma, N.A.
_____________________________
_____________________________
_____________________________
_____________________________
Trust EIN (Optional):
_____________________________
Signed:________________________________
_____________________________
[Name/Title]
Signed:________________________________
_____________________________
[Name/Title]
Signed:________________________________
_____________________________
[Name/Title]
Signed:________________________________
_____________________________
[Name/Title]
Signed:________________________________
_____________________________
[Name/Title]
Name of Custodian (Optional):
N/A
_____________________________
Signed:________________________________
_____________________________
[Name/Title]
31. Plan Number. The 3-digit plan number the Employer assigns to this Plan for
ERISA reporting purposes (Form 5500 Series) is: 002 .
Use of Adoption Agreement. Failure to complete properly the elections in this
Adoption Agreement may result in disqualification of the Employer's Plan. The
Employer only may use this Adoption Agreement in conjunction with the basic plan
document referenced by its document number on Adoption Agreement page one.
Execution for Page Substitution Amendment Only. If this paragraph is completed,
this Execution Page documents an amendment to Adoption Agreement Section(s)
1.11(g), 2.01(c) and 2.01(k) effective January 1, 2005, by substitute Adoption
Agreement page number(s) 1, 3, 4 and 16 .
Prototype Plan Sponsor. The Prototype Plan Sponsor identified on the first page
of the basic plan document will notify all adopting employers of any amendment
of this Prototype Plan or of any abandonment or discontinuance by the Prototype
Plan Sponsor of its maintenance of this Prototype Plan. For inquiries regarding
the adoption of the Prototype Plan, the Prototype Plan Sponsor's intended
meaning of any Plan provisions or the effect of the opinion letter issued to the
Prototype Plan Sponsor, please contact the Prototype Plan Sponsor at the
following address and telephone number: P.O. Box 880, Tulsa, OK 74101-0880,
918-588-6573 or 800-285-9559 .