Dollar Rent A Car 2011 Annual Report Download - page 158

in any other taxable year, provided that, the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by
Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect and such payments shall be
made on or before the last day of the Executive’s taxable year following the taxable year in which the expense occurred.
11. Employment Continuation Agreement . Executive hereby acknowledges and agrees that his participation in the Second Amended and Restated
Employment Continuation Plan for Key Employees of Dollar Thrifty Automotive Group, Inc. dated as of December 9, 2008 (the “Continuation Plan”), as
amended, is hereby terminated in its entirety as of the Effective Date (unless earlier terminated in accordance with the terms of the Continuation Plan), and
from and after the Effective Date Executive shall have no rights or entitlements, and the Company shall have no obligations in respect of Executive, under,
arising out of or related to such Employment Continuation Plan.
12. Amendment and Waiver. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing signed by Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto or compliance
with any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.
13. Entire Agreement; Continuing Indemnification Rights . This Agreement shall constitute the entire Agreement between the parties hereto with respect to
the subject matters covered by this Agreement and shall supersede all prior verbal or written agreements, covenants, communications, understandings,
commitments, representations or warranties, whether oral or written, by any party hereto or any of its representatives pertaining to such subject matter,
including without limitation the Continuation Plan provided, however, that this Agreement is not intended to amend, supersede or terminate any vested rights
Executive has accrued prior to the Effective Date pursuant to the provisions of any existing incentive compensation plan, stock option agreement, deferred
compensation plan, and employee pension benefit plan and welfare benefit plan, except to the extent specifically provided in one or more provisions of this
Agreement. This Agreement shall not affect any indemnification or other rights under any indemnification Agreement between Executive and the Company or
under the Company’s by-laws.
14. Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the substantive laws of the State
of Oklahoma, without giving effect to the principles of conflict of laws of such State.
15. Survival. In the event Executive exercises his right to revoke the release provided for in Section 7 of this Agreement, the Company shall have no
further obligations to make any payments under Sections 2(b), 2(e) or 3 of this Agreement, and all other provisions of this Agreement shall remain in full force
and effect.
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