Exhibit
10.215
DOLLAR THRIFTY AUTOMOTIVE GROUP,
INC.
DIRECTOR
COMPENSATION
Effective January 1, 2009 Until
Further Modified
Directors who are not officers or
employees of Dollar Thrifty Automotive Group, Inc. (“
DTAG ”), or any of its affiliates (“
Independent Directors ”) will be paid an annual board
retainer of $35,000. In addition to the annual board retainer,
Committee Chairmen will be paid a chairman annual retainer as
follows: Audit Committee $10,000; Governance Committee $5,000;
Human Resources and Compensation Committee $7,500; other committees
as designated by the Board $5,000. The Chairman of the Board of
Directors will be paid an additional $150,000 annually.
An attendance fee of $1,000 will be
paid to each Independent Director for each meeting of the Board of
Directors attended and $1,000 to each Independent Director
(including a Committee Chairman) for each Committee meeting
attended, whether it is a regularly scheduled meeting, a special
meeting or a teleconference meeting. Independent Directors
attending Committee meetings of committees on which they are not a
member will not be paid a meeting fee.
Each Independent Director has the
option to defer his or her annual retainer and/or meeting fees,
when payable in the form of shares of DTAG stock, to a future year,
such as separation of service from the Board or a specific date. An
Independent Director electing to defer his or her fees, must make
such election by December 31 of the year preceding the year in
which the compensation to be deferred is earned. Notwithstanding
the foregoing, during the first year in which an Independent
Director becomes eligible to defer his or her annual retainer
and/or meeting fees, such election may be made within 30 days of
becoming eligible to make such deferral, provided that such
deferral election shall only apply to amounts earned after the date
on which such deferral election is made. Each Independent Director
will receive a quarterly statement detailing director compensation
earned, paid and payable. Independent Directors not deferring
retainer or meeting fees and electing payment in cash will be paid
at the end of each quarter, and those electing payment in DTAG
stock will be paid at the end of th
