EMPLOYMENT CONTINUATION AGREEMENT

Exhibit 10.205

EMPLOYMENT CONTINUATION AGREEMENT

THIS EMPLOYMENT CONTINUATION AGREEMENT (this “Agreement”), effective as of December 9, 2008 (the “Effective Date”), is made and entered by and between Dollar Thrifty Automotive Group, Inc., a Delaware corporation (the “Company”), and Scott L. Thompson (the “Executive”).

WITNESSETH:

WHEREAS, the Executive is a senior executive of the Company or one or more of its Subsidiaries and has made and is expected to continue to make major contributions to the short- and long-term profitability, growth and financial strength of the Company;

WHEREAS, the Company recognizes that, as is the case for most publicly held companies, the possibility of a Change in Control (as defined below) exists;

WHEREAS, the Company desires to assure itself of both present and future continuity of management and desires to establish certain minimum employment continuation benefits for certain of its senior executives, including the Executive, applicable in the event of a Change in Control;

WHEREAS, the Company wishes to ensure that its senior executives are not practically disabled from discharging their duties in connection with a Change in Control; and

WHEREAS, the Company desires to provide additional inducement for the Executive to continue to remain in the ongoing employ of the Company.

1.          Certain Defined Terms . In addition to terms defined elsewhere herein, the following terms have the following meanings when used in this Agreement with initial capital letters:

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

(c)       “Cause” means that, prior to any termination of employment, the Executive shall have committed:

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connection with his duties or in the course of his employment with the Company or any Subsidiary;

(ii)       intentional wrongful damage to property of the Company or any Subsidiary; or

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

and any such act shall have been demonstrably and materially harmful to the Company or any Subsidiary. For purposes of this Agreement, no act or failure to act on the part of the Executive 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 Executive 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 Executive shall not be deemed to have been terminated for “Cause” hereunder unless and until there shall have been delivered to the Executive 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 Executive and an opportunity for the Executive, together with his counsel (if the Executive 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 Executive had committed an act constituting “Cause” as herein defined and specifying the particulars thereof in detail. Nothing herein will limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination.

(d)       “Change in Control” means the occurrence during the Term of any of the following events:

(i)        The Company 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 the Company 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 the Company or all or substantially all of the Company's assets either directly or through one or more Subsidiaries);

(ii)       The Company 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 the Company 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

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result of such transaction owns the Company or all or substantially all of the Company'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 the Company 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 the Company’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 the Company 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 provisions of Section 1(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 1(d)(iii) solely because (A) the Company, (B) a Subsidiary, or (C) any Company-sponsored employee stock ownership plan or any other employee benefit plan of the Company or any Subsidiary 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 Agreement 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.

(e)       “Employee Benefits” means 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 Executive 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 or a Subsidiary, 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.

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(f)        “Employment Continuation Period” means 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.

(g)       “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

(h)       “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(i)        “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 Executive (whether or not funded), or any successor thereto.

(j)        “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 Executive.

(k)       “Subsidiary” means 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 the Company.

(l)        “Term” means the period commencing as of the date hereof and expiring as of the earlier of (i) the expiration of the Employment Continuation Period or (ii) the close of business on December 31, 2009; provided , however , that (A) commencing on October 1, 2009 and each October1 thereafter, the term of this Agreement will automatically be extended for an additional year unless, not later than September 30 of the same year, the Company or the Executive shall have given notice that it or the Executive, as the case may be, does not wish to have the Term extended in which case the Term will expire as of the close of business on December 31 of such year and (B) subject to the last sentence of Section 10, if, prior to a Change in Control, the Executive ceases for any reason to be an employee of the Company and its Subsidiaries, thereupon without further action the Term shall be deemed to have expired and this Agreement will immediately terminate and be of no further effect. For purposes of this Subsection, the Executive shall not be deemed to have ceased to be an employee of the Company and its Subsidiaries by reason of the transfer of Executive’s employment between the Company and any Subsidiary, or among any Subsidiaries.

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(m)      “Termination Date” means the date on which the Executive’s employment is terminated (the effective date of which shall be the date “separation from service” within the meaning of Section 409A of the Code).

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

2.          Operation of Agreement . This Agreement will be effective and binding immediately upon its execution, but, anything in this Agreement to the contrary notwithstanding, this Agreement will not be operative unless and until a Change in Control occurs. Upon the occurrence of a Change in Control at any time during the Term, without further action, this Agreement shall become immediately operative.

(a)       If the Executive’s employment is terminated by the Company or any Subsidiary during the Employment Continuation Period, the Executive shall be entitled to the benefits provided by Section 4 unless such termination is the result of the occurrence of one or more of the following events, in which case the Executive shall only be entitled to the Accrued Obligations:

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

(b)       If the Executive terminates his employment with the Company and its Subsidiaries during the Employment Continuation Period, the Executive shall be entitled to the benefits provided by Section 4 if such termination follows the occurrence of one or more of the following events (regardless of whether any other reason, other than Cause as hereinabove provided, for such termination exists or has occurred, including without limitation other employment):

(i)        Failure to reelect or otherwise to maintain the Executive in the office or the position, or a substantially equivalent office or position, of or with the Company and/or a Subsidiary (or any successor thereto by operation of law of or otherwise), as the case may be, which the Executive held immediately prior to a Change in Control, or the removal of the Executive as a Director of the Company and/or a Subsidiary (or any successor thereto) if the Executive shall have been a Director of the Company and/or a Subsidiary immediately prior to the Change in Control; provided that the removal of the Executive from the office or position in the Company or any Subsidiary following the commencement of any action by or discussion with a third person that ultimately results in a Change in Control shall be deemed to be a termination or removal of the Executive after a Change in Control;

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authorities, powers, functions, responsibilities or duties attached to the position with the Company and any Subsidiary which the Executive held immediately prior to the Change in Control, (B) a reduction in the aggregate of the Executive’s Base Pay and Incentive Pay received from the Company and any Subsidiary, or (C) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope or value thereof, any of which is not remedied by the Company within 10 calendar days after receipt by the Company of written notice from the Executive of such change, reduction or termination, as the case may be;

(iii)      A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Company by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered Executive’s performance of, or has caused Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within 10 calendar days after written notice to the Company from the Executive of such determination;

(iv)      The liquidation, dissolution, merger, consolidation or reorganization of the Company or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (by operation of law or otherwise) assumed all duties and obligations of the Company under this Agreement pursuant to Section 12;

(v)       The Company relocates its principal executive offices or the offices of a Subsidiary (in each case, if such offices are the principal location of Executive’s work) with which the Executive is employed relocates its principal executive offices, or the Company or any Subsidiary requires the Executive to have his principal location of work changed, to any location that, in any such case, is in excess of 50 miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from his office in the course of discharging his responsibilities or duties hereunder at least 20% more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than the average number of days of travel that were required of Executive during the three full years immediately prior to the Change in Control without, in either case, his prior written consent; or

(vi)      Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Company or any successor thereto which is not remedied by the Company within 10 calendar days after receipt by the Company of written notice from the Executive of such breach.

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employment is terminated pursuant to Section 3(a) (other than 3(a)(i), 3(a)(ii), or 3(a)(iii)) or Section 3(b) prior to Change in Control, such termination shall be deemed to have occurred during the Employment Continuation Period if it occurred following the commencement of any action by or discussion with a third person that ultimately results in a Change in Control.

(d)       Notwithstanding anything contained in this Agreement to the contrary, in the event of a Change in Control, the Executive may terminate employment with the Company for any reason, or without reason, during the 30-day period immediately following the one year anniversary of the occurrence of a Change in Control with a right to employment continuation compensation as provided in Section 4.

(e)       Notwithstanding anything contained in this Agreement to the contrary, upon any termination of employment, the Executive shall be entitled to receive the Accrued Obligations (as defined in Annex A).

(a)       Subject to Section 9 and this Section 4(a), employment continuation benefits to which the Executive is entitled pursuant to Section 3 are described on Annex A. The Company will pay to the Executive the Accrued Obligations within the time period required by law, but in no event more than 30 days following the Termination Date. Payment or provision of the remainder of the employment continuation compensation set forth in Annex A is conditioned upon the Executive executing and delivering a release (the “Release”) substantially in the form provided in Annex B, within 30 days following the Termination Date or, in the event of a termination of employment described in Section 3(c), the date of the Change in Control, 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 4(b), provided that the Executive has not revoked the Release as of such date. Notwithstanding the foregoing, and except in the case of a termination pursuant to Section 3(c), if on the Termination Date, the Executive is a “specified employee” (within the meaning of Section 409A(2)(B) of the Code) then any portion of the payment provided for in Paragraphs 1 and 2 of Annex A, that does not qualify for the separation pay plan or short term deferral exception to Section 409A, shall be paid with interest in accordance with Section 4(b) 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 Executive’s death.

(b)       Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite “prime rate” as quoted from time to time during the relevant period in The Wall Street Journal. Such interest will be payable as it accrues on demand, provided that if the Executive is a “specified employee” on the Termination Date, and unless the termination was pursuant to Section 3(c), no such payment will be made prior to the first business day of the first calendar month that begins after the six-month anniversary of the Termination Date. Any change in such prime rate will be effective on and as of the date of such change.

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(c)       Notwithstanding any provision of this Agreement to the contrary, the parties’ respective rights and obligations under this Section 4 and under Sections 5, 8 and 9 will survive any termination or expiration of this Agreement or the termination of the Executive’s employment following a Change in Control for any reason whatsoever.

(a)       Anything in this Agreement to the contrary notwithstanding, in the event that this Agreement shall become operative and it shall be determined (as hereafter provided) that any payment or distribution by the Company or any of its affiliates to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, performance share, performance unit, stock appreciation right or similar right, or the lapse or termination of any restriction on, or the vesting or exercisability of, any of the foregoing (a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any successor provision thereto) by reason of being considered “contingent on a change in ownership or control” of the Company, within the meaning of Section 280G of the Code (or any successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment or payments (collectively, a “Gross-Up Payment”); provided , however , that no Gross-up Payment shall be made with respect to the Excise Tax, if any, attributable to (i) any incentive stock option, as defined by Section 422 of the Code (“ISO”) granted prior to the Effective Date, or (ii) any stock appreciation or similar right, whether or not limited, granted in tandem with any ISO described in clause (i). The Gross-Up Payment shall be in an amount such that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment.

(b)       Subject to the provisions of Section 5(f), all determinations required to be made under this Section 5, including whether an Excise Tax is payable by the Executive and the amount of such Excise Tax and whether a Gross-Up Payment is required to be paid by the Company to the Executive and the amount of such Gross-Up Payment, if any, shall be made by a nationally recognized accounting firm (the “Accounting Firm”) selected by the Executive in his sole discretion. The Executive shall direct the Accounting Firm to submit its determination and detailed supporting calculations to both the Company and the Executive within 30 calendar days after the Termination Date, or the date of the Change in Control in the event of a termination pursuant to Section 3(c), if applicable, and any such other time or times as may be requested by the Company or the Executive. If the Acc