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PERFORMANCE UNIT GRANT AGREEMENT
THIS PERFORMANCE UNIT GRANT AGREEMENT (this
“Agreement”) is made effective as of the ___day of
______, 20__, between Dollar Thrifty Automotive Group, Inc., a
Delaware corporation (“Company”), and
«Name» (the “Employee”).
RECITALS:
A. The
Company’s Amended and Restated 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, based on performance,
of Performance Units to certain eligible employees of the Company
or its Subsidiaries and others pursuant to the terms of the Plan
and this Agreement.
B. The Board,
pursuant to the Plan, encourages eligible employees to achieve the
Management Objectives established by the Human Resources and
Compensation Committee of the Board (the
“Committee”).
C. The Committee
adopted the Management Objectives set forth below for the
Performance Period (as defined below) on
________________.
NOW THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the
parties hereby agree as follows:
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1.
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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.
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2.
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Grant of Performance Units
. The Company grants «Shares»
Performance Units to the Employee as of ____________________ for
the three-year performance period from ________ to __________ (the
“Performance Period”), subject to the restrictions set
forth herein. Unless otherwise provided herein, the Performance
Units shall be earned at the end of the Performance
Period.
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3.
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Adjustments and Awards
. The grant of Performance Units in Section 2 above
is a target grant. The maximum award the Employee shall be eligible
to earn shall be 200% of the Performance Units. Unless otherwise
provided herein, payment shall be made in the form of Common Shares
and cash, as more particularly described below, following the
completion of the Performance Period. The number of Performance
Units eligible to be earned based on the achievement of the
Management Objectives set forth below shall be determined in
accordance with this Section 3.
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(a)
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The Performance Units granted shall be adjusted for
the Performance Period based on the following Management
Objectives: (i) the Company’s Total Shareholder Return
(“TSR”) performance against companies listed in the
Russell 2000, and ______________ customer retention as measured by
the Customer Retention Index (“CRI”) metric. The
Management Objectives shall be calculated as follows:
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(i)
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The TSR award shall be determined by the
Company’s TSR results versus the companies that are currently
listed and remain in the Russell 2000 index during the Performance
Period. The TSR for each company will be calculated by using the
average stock price for the trading days in ________ plus any
dividends that have been paid during the Performance Period and
then dividing by the average stock price for the trading days in
__________. Only companies that are included in the Russell 2000 at
the beginning of the Performance Period and at the end of the
Performance Period will be used for this calculation.
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The Performance Units earned will be determined
according to the payout schedule below and where the Company falls
in the range with the Russell 2000 companies:
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Percentile
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__th
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__th
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__ th
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__th
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__th
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Award Earned
(% of Target)
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__%
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__%
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__%
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__%
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__%
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Should the TSR performance equal the ____ percentile
or less, resulting in ___% of target on the TSR component, then the
payout will be __% of target. See Section 3(b) for final
determination of payout.
(ii) The CRI goal is
to increase the number of customers that are “very
likely” to rent from the Company again. The base year is ____
which had a CRI of __%.
The Performance Units earned hereunder is an
adjustment to that earned under Section 3(a)(i) above and will be
determined according to the payout schedule below:
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CRI %
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__%
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__%
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__%
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__%
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__%
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Award Adjustment
(% of Payout)
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__%
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__%
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____%
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___%
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___%
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(b)
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In order for there to be an award under this
Agreement, the following results must occur: (a) TSR must be
positive over the ___ year period, i.e., greater than __% and (b)
corporate EBITDA must exceed $___ million over the ____ year
period. Should the TSR calculation result in a payout of greater
than 0%, then the award percentages computed in Sections 3(a)(i)
above will be adjusted by the percentage in Section 3(a)(ii) to
form the final adjustment factor. All calculations above will be
interpolated should the actual result fall between percentage
points. Results may be rounded to the nearest whole number as
deemed appropriate by the Committee. This factor will then be
applied to the grant of Performance Units to arrive at the actual
award.
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4.
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Payment and Vesting . The number of units to be issued hereunder, based on the
adjustment provisions set forth in Section 3 above, (a) shall be
payable in Common Shares equivalent to
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the number of units earned not to exceed the number
of units granted and (b) any units earned in excess of the number
of units granted will be paid in Common Shares or cash that is
equivalent to the value of Common Shares on the date at the end of
the Performance Period at the discretion of the Committee. Common
Shares shall vest immediately and become issuable upon
certification and approval by the Committee following completion of
the Performance Period, except in cases of termination of
employment under which issuance is described below. Prior to
vesting of the grant, the Performance Units shall be subject to
forfeiture as set forth in this Agreement.
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5.
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Termination of Employment
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(a)
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Involuntary Without Cause . Upon the involuntary termination of the Employee from the
employ of the Company or its Subsidiaries without Cause prior to
the completion of the Performance Period, the target Performance
Units will be prorated based on the current accounting accrual rate
at the time of the termination, and units (based on such prorated
Performance Units) shall be issued following completion of the
Performance Period upon approval by the Committee. The Performance
Units shall be prorated (rounded up to the nearest whole
Performance Unit) based on the number of days that the Employee
remained in the continuous employ of the Company or one of its
Subsidiaries from _________ through the date of such involuntary
termination. The remaining Performance Units shall be forfeited.
Payment date for these units shall not be later than March 15 of
the year following termination. For purposes of this Agreement,
“Cause” shall have the same meaning as
“Termination for Cause” set forth in Section 2(j)(v) of
the Plan.
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(b)
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Involuntary With Cause . Upon the involuntary termination of the Employee from the
employ of the Company or its Subsidiaries with Cause prior to the
completion of the Performance Period, the Employee shall forfeit
all Performance Units.
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(c)
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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 prior to the completion of
the Performance Period, the target Performance Units will be
prorated based on the current accounting accrual rate at the time
of the termination, and units (based on such prorated Performance
Units) shall be issued following completion of the Performance
Period upon approval by the Committee. The Performance Units shall
be prorated (rounded up to the nearest whole Performance Unit)
based on the number of days that the Employee remained in the
continuous employ of the Company or one of its Subsidiaries from
_________ through the date of the Employee’s termination
pursuant to such reduction in force. The Employee shall forfeit the
remaining Performance Units. Payment date for these shares shall
not be later than March 15 of the year following
termination.
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(d)
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Voluntary . Upon the
voluntary termination (except for Retirement, as hereinafter
defined) by the E
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