Dollar Rent A Car 2011 Annual Report Download - page 140
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I. Payment for Services. Directors who are not officers or employees of Dollar Thrifty Automotive Group, Inc. (“ DTAG” or the “Company”), or any of its
affiliates (“Independent Directors”) will be paid as follows for their services on the Board of Directors of DTAG (the “ Board”):
A. Annual Retainer.
· Each Independent Director will receive an annual Board retainer of $80,000.
· Each Committee Chairman will be paid an additional annual chairman retainer as follows:
o Audit Committee $14,000
o Governance Committee $9,000
o Human Resources and Compensation Committee $12,000
· The Lead Director will be paid an additional $20,000 annually.
B. Meeting Fees. There will be no fees paid for a director’s attendance at Board or committee meetings.
C. Annual Equity Grant. In January of each calendar year each Independent Director will be granted Restricted Stock Units having a value of
$100,000.00, determined based on the Market Value Per Share of the underlying Common Stock on the date of grant, as defined in and
pursuant to DTAG’s Second Amended and Restated Long-Term Incentive Plan and Director Equity Plan (the “LTIP”). The Restricted
Stock Units will vest on December 31 of the year in which they are granted, provided that the Independent Director is still serving on the
Board on such date, and unless the Independent Director has made an election to defer distribution of the Common Stock underlying the
Restricted Stock Units, such Common Stock will be distributed on such December 31. If the Independent Director’s service terminates
prior to December 31, but at least six months following the grant date for any reason other than a Change in Control (as defined in the
LTIP), a pro rata portion of the Restricted Stock Units shall vest on the date of separation from service based on the Independent Director’s
period of service during the year and the Common Stock underlying the Restricted Stock Units will be distributed within ninety (90) days
of such separation from service. In the event of a Change in Control, the Restricted Stock Units shall become fully vested immediately
upon the date of the Change in Control and distributed within ninety (90) days of the Change in Control unless otherwise deferred by a
Director to a different date.
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