Dollar Rent A Car 2011 Annual Report Download - page 141

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II. Deferral Option. Each Independent Director shall have the option to defer his or her annual equity grant to be issued on a specific date in a future
year, such as 90 days following any separation of service from the Board. An Independent Director electing to defer his or her grant must make such
election by December 31 of the year preceding the year in which the compensation to be deferred would be earned by completing the Deferral Election
Form in the form provided by the Company and returning such form to the Company no later than December 31 of the year preceding the year in
which the compensation to be deferred would be earned. Notwithstanding the foregoing, during the first year in which an Independent Director
becomes eligible to defer his or her annual retainer, such election may be made within 30 days of becoming eligible to make such deferral, provided
that such deferral election shall only apply to amounts earned with respect to services rendered after the date on which such deferral election is made.
III. Payment Method. All retainers will be paid in cash quarterly in arrears and the annual equity grant will be paid in DTAG stock at the times set forth
in Section I.C. above, unless deferred by the Independent Director.
IV. Additional Benefits. While traveling, Independent Directors as well as directors who are not Independent Directors will be provided rental cars at any
Dollar Rent A Car or Thrifty Car Rental location (whether corporately operated or operated by a licensee of DTAG) or any successor company
location without charge for product and service evaluation. This benefit will continue for each director following their departure from the Board if (i)
the director has been a member of the Board for more than five (5) years; or (ii) separation from service occurs following a Change in Control. This
benefit cannot be exchanged for cash or any other benefit.
 by the Board of Directors of
Dollar Thrifty Automotive Group, Inc.,
effective January 1, 2012.]
2