Exhibit
10.224
RESTRICTED STOCK UNITS GRANT
AGREEMENT
THIS RESTRICTED STOCK UNITS GRANT
AGREEMENT (this “Agreement”) is made effective as of
the ___day of ___, ____, between Dollar Thrifty Automotive Group,
Inc., a Delaware corporation (“Company”), and
______________ (the “Employee”).
RECITALS:
The Company’s Second Amended
and Restated Long-Term Incentive Plan and Director Equity Plan, as
amended and restated effective December 9, 2008 and as amended
March 31, 2009 (the “ Plan ”) provides for the
grant of Restricted Stock Units of the Company to certain eligible
employees of the Company or its Subsidiaries and others 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 Employee as of
_________, subject to the restrictions set forth herein.
|
Provided the Employee remains in the
continuous service of the Company through the Vesting Dates listed
herein, ___ of the Restricted Stock Units covered by this Agreement
will become vested, non-forefeitable and payable on ______, ____
will become vested, non-forefeitable and payable on _____, and the
remaining ___ will become vested, non-forfeitable and payable on
______ (individually, each a “Vesting Date”, and
collectively the “Vesting Dates”). Payment of the
Restricted Stock Units shall be made in the form of [Common
Shares/Cash].
|
|
(a)
|
Separation other than
Retirement . Upon a
separation of service of the Employee from the employ of the
Company or its Subsidiaries, other than Retirement, any vested but
unpaid Restricted Stock Units shall be paid on the date of the
separation of service and the remaining unvested Restricted Stock
Units shall be immediately forfeited.
|
|
|
(b)
|
Retirement
. Upon Retirement of the Employee,
any vested but unpaid Restricted Stock Units shall be paid on the
date of Retirement and any unvested Restricted Stock Units shall
continue to vest as described in Section 3 as though the Employee
had continued to be employed with the Company through each Vesting
Date. As used herein, the Employee shall be eligible for
“Retirement” at the date upon which the Employee (i)
has reached the age of sixty-one (61) years or older and has
performed five (5) or more years of service for the Company or its
Subsidiaries, or (ii) has performed twenty (20) or more years of
service for the Company or its Subsidiaries.
|
|
5.
|
Change in
Control .
Notwithstanding anything to the contrary in this Agreement or in
Section 13 of the Plan, in the event of a Change in Control of the
Company prior to the expiration of all Vesting Dates, all
non-vested Restricted Stock Units held by Employee shall, as of
such Change in Control, become fully and immediately vested and
Common Shares shall be issued on the Change in Control date to
Employee.
|
|
6.
|
Assignability
. The Restricted Stock Units,
including any interest therein, shall not be transferable or
assignable, except as permitted in accordance with Section 11 of
the Plan.
|
|
7.
|
Securities Laws
Requirements . This
grant has not been registered under the Securities Act of 1933, as
amended, or any applicable state securities laws and no transfer or
assignment of this grant may be made in the absence of an effective
registration statement under such laws or the availability of an
exemption from the registration provisions thereof in respect of
such transfer or assignment.
|
|
8.
|
Detrimental
Activity .
Notw
|
