Dollar Rent A Car 2011 Annual Report Download - page 169

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Exhibit 10.257
RESTRICTED STOCK UNITS GRANT AGREEMENT
THIS RESTRICTED STOCK UNITS GRANT AGREEMENT (this " Agreement") is dated the ____day of _______, 20___, between Dollar
Thrifty Automotive Group, Inc., a Delaware corporation (the " Company"), and _____________________ (the " Non-Employee Director").
RECITALS:
A. The Company's Second Amended and Restated Long-Term Incentive Plan and Director Equity Plan (as amended and restated effective
December 9, 2008), and originally adopted by the Company's shareholders on May 20, 2005, as amended (the " Plan") provides for the grant of Restricted
Stock Units of the Company to certain eligible employees and directors of the Company or its Subsidiaries pursuant to the terms of the Plan and this
Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. Defined Terms. Defined terms used in this Agreement shall have the same meaning as those terms defined and used in the Plan, unless otherwise
indicated in this Agreement.
2. Grant of Restricted Stock Units. The Company hereby grants ___________ Restricted Stock Units to the Non-Employee Director as of the date
hereof subject to the restrictions set forth herein. Unless otherwise provided herein, the Restricted Stock Units shall vest on the Vesting Date (as
defined below).
3. Payment and Vesting.
(a) Vesting. Provided the Non-Employee Director remains in the continuous service of the Company through __________, 20___ (the
"Vesting Date"), the Restricted Stock Units covered by this Agreement will become vested, non-forfeitable and payable on such date.
Payment of the Restricted Stock Units shall be made in the form of Common Shares no later than two and one half months following the
last day of the year in which the Vesting Date occurs, unless otherwise provided in a timely executed deferral agreement.
(b) Separation from Service Other than in Connection With a Change in Control.
Notwithstanding the provisions of Section 3(a), upon the separation from service of the Non-Employee Director for any reason prior to the
Vesting Date, other than in connection with a Change in Control, the Restricted Stock Units awarded hereby shall become vested, non-
forfeitable and payable on a prorated basis (rounded up to the nearest whole Restricted Stock Unit) based on the number of days that the
Non-Employee Director served on the Board from ________, 20___, through the date of such separation. The balance of the Restricted
Stock Units awarded hereby shall be immediately forfeited upon the separation from service. Payment of the vested Restricted Stock Units
shall be made in the form of Common Shares no later than two and one half months following the date of the separation from service,
unless otherwise provided in a timely executed deferral agreement.
1