Attached files
Exhibit
10.232
Dollar Thrifty Automotive
Group, Inc
2010 Executive Incentive
Compensation Plan
Purpose
This 2010
Executive Incentive Compensation Plan (the “2010 Plan”) is
designed to motivate and reward executives for goal and objective achievement
and for contributing to the overall performance of Dollar Thrifty Automotive
Group, Inc. and its subsidiaries (“DTG” or,
collectively, the “Company”) for the
year 2010.
Plan
Participants
Participation
in the 2010 Plan is limited to executive personnel in pay grades 40 and above
(“Participants”).
Target
Award
The
Target Award is a percentage of Participant’s base pay as of the date the bonus
is earned.
Plan
Provisions
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1.
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An
incentive compensation award (the “Award”) will be
based on DTG’s earnings before interest, taxes, depreciation and
amortization (“EBITDA”) plus
or minus any adjustment made and approved by the Human Resources and
Compensation Committee of the Board of Directors of DTG (the “HRCC”) in its
sole discretion.
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Awards
will only be considered if DTG’s 2010
EBITDA exceeds DTG’s 2009
EBITDA.
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Awards
will be allocated to Participants based on the Participant’s specified
Target Award level and cannot exceed 150% of the Target
Award.
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The
threshold for this Plan is equal to the 2009 final
EBITDA. Awards earned under the Plan must be funded by
EBITDA in excess of the minimum EBITDA threshold. The target
EBITDA growth is 10%.
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2.
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Awards,
if any, will be paid subsequent to the confirmation of the 2010 financial
results of DTG. The HRCC reserves the right to determine the
appropriateness of Awards under the 2010 Plan after review of business
conditions and the Company’s continued viability after the close of the
2010 fiscal period. Awards may not be approved to be paid if it
is determined by the HRCC that the business is not stable and/or not
properly positioned for success in
2011.
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3.
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Participants
must be employed by the Company on the Award payment date to be eligible
for an Award.
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4.
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Employees
who are hired or promoted into an eligible pay grade during 2010 may be
considered for participation in the 2010 Plan on a prorated basis based on
the number of days worked during the year
2010.
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5.
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Any
special circumstances or exceptions not addressed in this 2010 Plan will
be resolved by the President and Chief Executive Officer of DTG, in his
sole discretion but subject to approval of the HRCC. The HRCC further
reserves the right to determine eligibility under the 2010 Plan and to
interpret and construe the terms of the 2010 Plan. The 2010
Plan may be amended, suspended or terminated by the
HRCC.
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6.
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If
a Participant in the 2010 Plan, during his or her employment with the
Company or within six (6) months following the payment of the Award,
engages in any Detrimental Activity (defined below), and the Board of
Directors of DTG (or any committee as delegated by the Board) (the
“Board”) shall so find, the Participant shall return to the Company all or
so much of the Award (as determined by the Board) made to the Participant
under the 2010 Plan. To the extent the amount of the Award is
not fully paid and returned to the Company, the Company may set off the
amount payable to it against any amounts that may be owing from time to
time to the Participant, whether as wages, deferred compensation or
vacation pay or in the form of any other
benefit.
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As used
herein, “Detrimental
Activity” means:
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(i)
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Engaging
in any activity, as an employee, principal, agent, or consultant for
another entity that competes with the Company in any service, system, or
business activity for which the Participant has had any direct
responsibility during the last two years of his or her employment with the
Company, in any territory in which the Company manufactures, sells, markets,
services, or
installs such product, service, or system, or engages in such business
activity.
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(ii)
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Soliciting
any employee of the Company to terminate his or her employment with the
Company.
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(iii)
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The
disclosure to anyone outside the Company, or the use in other than the
Company’s business, without prior written authorization from the Company,
of any confidential, proprietary or trade secret information or material
relating to the business of the Company, acquired by the Participant
during his or her employment with the Company or while acting as a
consultant for the Company
thereafter.
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(iv)
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The
failure or refusal to disclose promptly and to assign to the Company upon
request all right, title and interest in any invention or idea, patentable
or not, made or conceived by the Participant during employment by the
Company, relating in any manner to the actual or anticipated business,
research or development work of the Company or the failure or refusal to
do anything reasonably necessary to enable the Company to secure a patent
where appropriate in the United States and in other
countries.
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(v)
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Activity
that results in Termination for Cause. “Termination for Cause” shall mean
a termination:
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(a)
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due
to the Participant’s willful and continuous gross neglect of his or her
duties for which he or she is employed,
or
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(b)
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due
to an act of dishonesty on the part of the Participant constituting a
felony resulting or intended to result, directly or indirectly, in his or
her gain for personal enrichment at the expense of the
Company.
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(vi)
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Any
other conduct or act determined to be injurious, detrimental or
prejudicial to any significant interest of the Company unless the
Participant acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the
Company.
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(vii)
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Conduct
by a Participant, including errors, omissions or fraud, that caused or
partially caused the need for the restatement of any financial statements
or financial results of the
Company.
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7. Miscellaneous.
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No Continued
Employment. Nothing in this Plan is intended to be or
shall be construed as a promise of continued employment or employment for
any specified period.
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Agreement and
Governing Law. The Plan shall be governed by and
construed in accordance with the laws of the State of Oklahoma without
reference to principles of conflicts of laws. Any dispute,
claim or cause of action related to this Plan shall be commenced in the
applicable state or federal courts located in Tulsa County,
Oklahoma.
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Descriptive
Headings. Descriptive headings are for convenience only
and shall not control or affect the meaning or construction of any
provisions of the Plan.
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