STOCK OPTION GRANT AGREEMENT

THIS STOCK OPTION GRANT AGREEMENT (this “ Agreement” ) is made effective as of this ___ day of ______, 20___, between Dollar Thrifty Automotive Group, Inc., a Delaware corporation (“ Company” ), and «Full_Name» (“ Employee ”).

A.       The Company’s Long-Term Incentive Plan and Director Equity Plan (as amended and restated effective March 23, 2005) and adopted by the Company’s shareholders on May 20, 2005 (as amended through and including the date hereof, the “ Plan ”) provides for the grant of a non-qualified stock option (“ NQSO ”) to certain eligible employees and directors of the Company or its Subsidiaries to purchase a number of Common Shares of the Company pursuant to the terms of the Plan and this Agreement; and

B.       The Employee has received a grant of NQSOs that the Company and the Employee desire to evidence by a written 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 are defined and used in the Plan, unless otherwise indicated in this Agreement.

2.        Grant . The Company hereby grants to the Employee a NQSO to purchase «Allocation_» Common Shares.

3.        Exercise; Vesting; Term . Up to the total number of Common Shares optioned hereunder may be purchased under the NQSO on or after __________, and thereafter all such shares not yet purchased under the NQSO may be purchased hereunder during the term of this NQSO. The term of the NQSO shall expire on ___________, subject to the provisions hereunder.

4.        Exercise Price; Terms of Payment . The price at which Common Shares may be purchased under the NQSO shall be the Market Value Per Share of the Common Shares at the closing price on _________, or $_____ per share. The price shall be payable in cash and/or Common Shares, as the Employee shall determine.

                        (a) Involuntary Without Cause. Upon the involuntary termination of the Employee from the employ of the Company or its Subsidiaries without “Cause”, the NQSO shall be exercisable to the extent then vested for a period of up to six months following the date of such termination or a lesser period if the NQSO would otherwise expire by its terms whereupon the NQSO shall terminate. Upon the involuntary termination of the Employee without “Cause”, the non-vested portion of the NQSO shall be forfeited.

(b) Involuntary With Cause. Upon the involuntary termination of the Employee for “Cause”, the unexercised portion of the NQSO shall be forfeited and the NQSO shall terminate. “Cause” shall have the same meaning as “Termination for Cause” set forth in Section 2(j)(v) of the Plan.

(c) Involuntary Due to Reduction in Force. Upon the involuntary termination of the Employee from the employ of the Company or its Subsidiaries due to a “reduction in force” as determined by the Company at the time of such involuntary termination, the NQSO shall be exercisable to the extent then vested for a period equal to the greater of (i) two (2) times the number of weeks of severance pay extended to the Employee under the severance program or arrangement then in effect, which period described in this clause (i) shall not in any event exceed one (1) year, or (ii) six (6) months, or a lesser period if the NQSO would otherwise expire by its terms whereupon the NQSO shall terminate. The period to exercise the vested NQSO shall commence on the date following the date of such termination. Upon the termination of the Employee due to a “reduction in force”, the non-vested portion of the NQSO shall be forfeited.

(d) Voluntary. Upon the voluntary termination (except for Retirement, as hereinafter defined) by the Employee from the employ of the Company or its Subsidiaries, the unexercised portion of the NQSO shall be forfeited and the NQSO shall terminate.

(e) Retirement. Upon Retirement of the Employee, the NQSO shall continue to vest as described in Section 3 hereof and the Employee shall be permitted to exercise the NQSO for up to three (3) years following Retirement or a lesser period if the NQSO would otherwise expire by its terms whereupon the NQSO shall terminate. As used herein, an 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.

(f) Death or Disability. Upon the termination of the Employee from the employ of the Company or its Subsidiaries on account of the employee's death or Disability, the non-vested portion of the NQSO shall be forfeited and the exercisable portion of the NQ