SECOND AMENDED AND RESTATED EMPLOYMENT CONTINUATION PLAN FOR KEY EMPLOYEES OF DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

SECOND AMENDED AND RESTATED

EMPLOYMENT CONTINUATION PLAN

FOR KEY EMPLOYEES OF

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.  

1.          General Statement of Purpose . With the high level of corporate acquisition and restructuring activity over the past several years, employees are understandably concerned about their careers and their personal financial security. As a result, even rumors of acquisitions and restructuring cause employees to consider major career changes in an effort to assure financial security for themselves and their families.

This Second Amended and Restated Employment Continuation Plan for Key Employees of Dollar Thrifty Automotive Group, Inc. (the “Plan”), effective as of December 9, 2008, amends and restates in its entirety that certain Employment Continuation Plan for Key Employees of Dollar Thrifty Automotive Group, Inc. previously adopted by the Board (as defined below) on September 29, 1998, amended and restated as of April 21, 2004, and as amended September 28, 2005 and February 1, 2007, and is designed to assure fair treatment of Key Employees (as defined below) in the event of a Change in Control (as defined below). In such circumstances, it would permit Key Employees to make critical career decisions in an atmosphere free of time pressure and financial uncertainty, increasing their willingness to remain with Dollar Thrifty Automotive Group, Inc. (“DTAG”) notwithstanding the outcome of a possible Change in Control.

2.          Term . The Plan shall automatically terminate as of the earlier of (i) the close of business on December 31, 2009, or (ii) the expiration of the Employment Continuation Period (the “Term”); provided , however , that (A) commencing on October 1, 2009 and each October 1 thereafter, the Term will automatically be extended for an additional year unless, not later than September 30 of the same year, the Company shall have given notice that it does not wish to have the Term extended.

3.          Definitions . Where the following words and phrases appear in the Plan, they shall have the respective meanings set forth below, unless their context clearly indicates otherwise:

(a)        Accrued Obligations . The term “Accrued Obligations” means, with respect to each Employee as of the Key Employee’s Termination Date, (i) any earned and unpaid regular salary through the Termination Date and (ii) any earned and unpaid bonus for any prior year to the year in which the Key Employee’s Termination Date occurs.

(b)        Base Pay . The term “Base Pay” means, with respect to each Key Employee, the greatest of (i) the Key Employee’s annual fixed or base salary as in effect for the Key Employee immediately prior to the occurrence of a Change in Control, or (ii) an amount equal to the average of the Key Employee’s annual fixed or base salary as in effect for the Key Employee during the two fiscal years immediately preceding the fiscal year in which the Change in Control occurs, or (iii) the Key Employee’s annual fixed or base salary as in effect for the Key Employee immediately prior to his Termination Date.

(d)        Cause . The term “Cause” shall mean that, prior to any termination of employment, the Key Employee shall have committed:

(i)        a criminal violation involving fraud, embezzlement or theft in connection with his duties or in the course of his employment with the Company;

(iii)      intentional wrongful disclosure of secret processes or confidential information of the Company;

and any such act shall have been materially harmful to the Company. For purposes of the Plan, no act or failure to act on the part of the Key Employee shall be deemed “intentional” if it was due primarily to an error in judgment or negligence, but shall be deemed “intentional” only if done or omitted to be done by the Key Employee not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Key Employee shall not be deemed to have been terminated for “Cause” hereunder unless and until there shall have been delivered to the Key Employee a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the Board then in office at a meeting of the Board called and held for such purpose, after reasonable notice to the Key Employee and an opportunity for the Key Employee, together with his counsel (if the Key Employee chooses to have counsel present at such meeting), to be heard before the Board, finding that, in the good faith opinion of the Board, the Key Employee had committed an act constituting “Cause” as herein defined and specifying the particulars thereof in detail. Nothing herein will limit the right of the Key Employee or his beneficiaries to contest the validity or propriety of any such determination.

(e)        Change in Control . The term “Change in Control” shall mean the occurrence during the Term of any of the following events:

(i)        DTAG is merged, consolidated or reorganized into another corporation or other legal person, unless, in each case, immediately following such merger, consolidation or reorganization, the Voting Stock of DTAG outstanding immediately prior to such merger, consolidation or reorganization continues to represent (either by remaining outstanding or by being converted into Voting Stock of the surviving entity or any parent thereof), more than 60% of the combined voting power of the then outstanding shares of Voting Stock of the entity resulting from such merger, consolidation or reorganization (including, without limitation, an entity which as a result of such merger, consolidation or reorganization owns DTAG or all or substantially all of DTAG’s assets either directly or through one or more Subsidiaries);

(ii)       DTAG sells or otherwise transfers all or substantially all of its assets to another corporation or legal person, unless, in each case, immediately following such sale or transfer, the Voting Stock of DTAG outstanding immediately prior to such sale or transfer continues to represent (either by remaining outstanding or by being converted into Voting Stock of the surviving entity or any parent thereof), more than 60% of the combined voting power of the then outstanding shares of

Voting Stock of the entity resulting from such sale or transfer (including, without limitation, an entity which as a result of such transaction owns DTAG or all or substantially all of DTAG’s assets either directly or through one or more Subsidiaries);

(iii)      The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of the combined voting power of the Voting Stock of DTAG then outstanding after giving effect to such acquisition; or

(iv)      Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided , however , that any individual becoming a Director subsequent to the date hereof whose election or nomination for election by DTAG’s shareholders, was approved by a vote of at least two- thirds of the Directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of DTAG in which such person is named as a nominee for Director, without objection to such nomination) shall be deemed to be or have been a member of the Incumbent Board.

Notwithstanding the foregoing Section 3(d)(iii), unless otherwise determined in a specific case by majority vote of the Board, a “Change in Control” shall not be deemed to have occurred for purposes of Section 3(d)(iii) solely because (A) the Company, or (B) any Company-sponsored employee stock ownership plan or any other employee benefit plan of the Company either files or becomes obligated to file a report or a proxy statement under or in response to Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report or item therein) under the Exchange Act disclosing beneficial ownership by it of shares of Voting Stock, whether in excess of 35% or otherwise.

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur under this Plan unless the events that have occurred would also constitute a “Change in the Ownership or Effective Control of a Corporation or in the Ownership of a Substantial Portion of the Assets of a Corporation” under Treasury Department Final Regulation 1.409A-3(j)(5), or any successor thereto.

(f)         Code . The term “Code” shall mean the Internal Revenue Code of 1986, as amended.

(g)        Committee . The term “Committee” shall mean the Human Resources and Compensation Committee of the Board.

(h)        Company . The term “Company” shall mean DTAG and/or its Subsidiaries, as the context may require.

(i)         Continuation Period . The term “Continuation Period” shall mean one (1) year for Key Employees listed on Annex B and two and one-half (2.5)years for Key Employees listed on Annex A.

(j)         Employee Benefits . The term “Employee Benefits” shall mean the perquisites, benefits and service credit for benefits as provided under any and all employee retirement income and welfare benefit policies, plans, programs or arrangements in which the Key Employee is entitled to participate, including without limitation any Retirement Plan, stock option, performance share, performance unit, stock purchase, stock appreciation, savings, pension, supplemental executive retirement, or other retirement income or welfare benefit, deferred compensation, incentive compensation, group or other life, health, medical/hospital or other insurance (whether funded by actual insurance or self-insured by the Company), disability, salary continuation, expense reimbursement and other employee benefit policies, plans, programs or arrangements that may now exist or any equivalent successor policies, plans, programs or arrangements that may be adopted hereafter by the Company, providing perquisites, benefits and service credit for benefits at least as great in the aggregate as are payable thereunder prior to a Change in Control.

(k)        Employment Continuation Compensation . The term “Employment Continuation Compensation” shall mean Employment Continuation Pay and other benefits under the Plan.

(l)         Employment Continuation Pay . The term “Employment Continuation Pay” shall mean the amount payable as set forth in Section 5(a) of the Plan.

(m)       Employment Continuation Period . The term “Employment Continuation Period” shall mean the period of time commencing on the date of the first occurrence of a Change in Control and continuing until the second anniversary of the occurrence of the Change in Control.

(n)        ERISA . The term “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

(o)        Exchange Act . The term “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(p)        Incentive Pay . The term “Incentive Pay” means the greatest of (i) an annual amount equal to the average of the annual bonus made, in regard to services rendered in any fiscal year, during the two fiscal years immediately preceding the fiscal year in which the Change in Control occurs, (ii) the amount of the annual bonus made or to be made in regard to services rendered for the fiscal year immediately preceding the fiscal year in which the Change in Control occurs, or (iii) the target bonus opportunity for the fiscal year in which the Change in Control occurs pursuant to the annual bonus program of the Company applicable to the Key Employee (whether or not funded), or any successor thereto.

(q)        Key Employee . The term “Key Employee” shall mean any employee of the Company who is either (i) identified on Annex A or (ii) at the Salary grade of 42, 41 or 40 and who is identified on Annex B hereto, and, in either case, who consents in writing to be subject to the provisions of Section 8(a) and (b) of the Plan. Notwithstanding the foregoing, employees who would otherwise be Key Employees shall not be Key Employees for purposes of the Plan if they have entered into an employment agreement, employment continuation agreement or similar arrangement (other than the Dollar Thrifty Automotive

Group, Inc. Employment Continuation Plan) with the Company providing for the payment of employment continuation compensation in specified circumstances following a Change in Control. In addition, the term “Key Employee” shall include such other employees of the Company as shall be designated in writing by, or in minutes of the actions of, the Committee.

(r)         Retirement Plans . The term “Retirement Plans” means (i) all “employee pension benefit plans,” as defined in Section 3(2) of ERISA, including without limitation all pension, thrift, savings, profit-sharing, retirement income, target benefit, supplemental executive retirement, and excess benefits plans, and (ii) all supplemental insurance plans, programs and arrangements applicable to the Key Employee.

(s)        Subsidiary . The term “Subsidiary” shall mean a corporation, company or other entity (i) more than 50% of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, or (ii) which does not have outstanding shares or securities (as may be the case in a partnership, joint venture or unincorporated association), but more than 50% of whose ownership interest representing the right generally to make decisions for such other entity is, now or hereafter, owned or controlled, directly or indirectly, by DTAG.

(t)         Termination Date . The term “Termination Date” means the date on which the Key Employee’s employment is terminated (the effective date of which shall be the date of separation from service, in accordance with Section 409A of the Code).

(u)        Voting Stock . The term “Voting Stock” means securities entitled to vote generally in the election of the Board.

(a)       Subject to the limitations described below, the Plan applies to Key Employees who are employed on the date that a Change in Control occurs. Subject to Section 2, DTAG reserves the right, at any time prior to the occurrence of a Change in Control, to amend, modify, change or terminate the Plan with or without notice and without any liability to Key Employees, provided , however , that no such amendment, modification, change or termination which adversely affects the rights of any Key Employee shall be effective with respect to such Key Employee if such amendment, modification, change or termination otherwise would become effective following the commencement of any action by or discussion with a third person that ultimately results in a Change in Control for purposes of this Plan. A Key Employee will be eligible for Employment Continuation Compensation in accordance with Sections 4(b), 4(c) and 4(d), as applicable.

(b)       A Key Employee will not be entitled to Employment Continuation Compensation, other than the Accrued Obligations, if the Key Employee’s termination is the result of:

(ii)       The Key Employee becoming permanently disabled within the meaning of, and actually receiving disability benefits pursuant to, the long-term disability plan in effect for, or applicable to, the Key Employee immediately prior to the Change in Control; or

(c)       A Key Employee who is listed on Annex A will be eligible for Employment Continuation Compensation if, within two years after the occurrence of a Change in Control:

(i)        The Key Employee’s employment with the Company is terminated by the Company other than for Cause, death or disability; or

(ii)       The Key Employee terminates his employment with the Company following the occurrence of any of the following events:

(A)      Failure to reelect or otherwise to maintain the Key Employee in the office or the position, or a substantially equivalent office or position, of or with the Company (or any successor thereto by operation of law or otherwise), as the case may be, which the Key Employee held immediately prior to a Change in Control, or the removal of the Key Employee as a Director of the Company (or any successor thereto) if the Key Employee shall have been a Director of the Company immediately prior to the Change in Control;

(B)      (1) A significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Company which the Key Employee held immediately prior to the Change in Control, (2) a material reduction in the aggregate of the Key Employee’s annualized base compensation received from the Company, or (3) the termination or denial of the Key Employee’s rights to Employee Benefits or a material reduction in the scope or value thereof;

(C)      A change in circumstances following a Change in Control, including, without limitation, a material diminution in the scope of the business or other activities for which the Key Employee was responsible immediately prior to the Change in Control, which has rendered the Key Employee substantially unable to carry out, has substantially hindered Key Employee’s performance of, or has caused the Key Employee to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Key Employee immediately prior to the Change in Control;

(D)      The Company relocates its principal executive offices (if such offices are the principal location of Key Employee’s work), or the Company requires the Key Employee to have his principal location of work changed, to any location that, in either case, is in excess of 50 miles from the location

thereof immediately prior to the Change in Control, (which shall be deemed to result in a material change in geographic location); or

(E)       A material breach of this Plan by the Company or any successor thereto.

(d)       A Key Employee who is listed on Annex B will be eligible for Employment Continuation Compensation if, within two years after the occurrence of a Change in Control, (i) the Key Employee’s employment with the Company is terminated by the Company other than for Cause, death or Disability, or (ii) the Key Employee voluntarily terminates his employment with the Company following the Key Employee’s annualized base compensation being reduced to 90% or less of his Base Pay (which shall be deemed to result in a material diminution in base compensation).

(e)       Notwithstanding anything herein to the contrary a Key Employee shall not be eligible for Employment Continuation Compensation unless (i) the Key Employee’s employment is terminated pursuant to Section 4(c)(i) or (ii) a condition as set forth in 4(c) or 4(d), as applicable, exists and (a) the Key Employee provides notice to the Company within 90 days of the existence of the condition, and (b) the Company does not remedy the condition within 30 days of receipt of such notice.

(f)        Notwithstanding anything contained in this Agreement to the contrary, upon any termination of employment, the Key Employee shall be entitled to receive the Accrued Obligations.

(i)        The Company shall pay to the Key Employee the Accrued Obligations within the time period required by law, but in no event more than 30 days following the Termination Date.

(ii)       Payment or provision of the Employment Continuation Compensation as set forth in this Section 5, other than the Accrued Obligations, is conditioned upon the Key Employee executing and delivering a release (the “Release”) substantially in the form provided in Annex C, within 30 days following the Termination Date and any payment, the receipt of which is conditioned upon the Key Employee executing and delivering the Release, shall be paid no sooner than the 40 ^th day following the Termination Date with interest in accordance with Section 5(a)(iv), provided that the Key Employee has not revoked the Release as of such date.

(iii)      Subject to Section 8, each Key Employee who is listed on Annex A and who becomes eligible for Employment Continuation Compensation in accordance with Section 4(c), shall receive Employment Continuation Pay from the Company as follows:

(A)      A lump sum payment in an amount equal to (i) the Accrued Obligations and (ii) the prorated portion of any annual bonus payable in the year in which the Key Employee’s Termination Date occurs, determined at the greater of actual or target in accordance with the provisions of the annual bonus plan applicable to the Key Employee or any successor plan; and

(B)      A lump sum payment in an amount equal to (i) the sum of the Key Employee’s amount of Base Pay and Incentive Pay, multiplied by (ii) two and one-half (2.5) .

(iv)      Subject to Section 8, each Key Employee who is listed on Annex B and becomes eligible for Employment Continuation Compensation in accordance with Section 4(d) shall receive Employment Continuation Pay from the Company as follows:

(A)      A lump sum payment in an amount equal to (i) the Accrued Obligations and (iii) the prorated portion of any annual bonus payable in the year in which the Key Employee’s Termination Date occurs, determined at the greater of actual or target in accordance with the provisions of the annual bonus plan applicable to the Key Employee or any successor plan; and

(B)      A lump sum payment in an amount equal to the sum of the Key Employee’s amount of Base Pay and Incentive Pay.

(v)       Notwithstanding the foregoing, if on the Termination Date, the Key Employee is a “specified employee” (within the meaning of Section 409A(2)(B) of the Code) then any portion of the lump sum payment referred to in Section 5(a)(i)(B) or 5(a)(ii)(B) above, as applicable, that does not qualify for the separation pay plan exception to Section 409A of the Code, then such amounts shall be paid with interest in accordance with Section 5(a)(iv) on the first business day of the first calendar month that begins after the six-month anniversary of the Termination Date or, if earlier, on the date of the Key Employee’s death.

(vi)      Without limi