DEF 14A 1 proxy2009.htm 2009 PROXY proxy2009.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE 14A
(Rule 14a-101)
 
INFORMATION REQUIRED IN PROXY STATEMENT
 
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Securities Exchange Act of 1934 (Amendment No.    )
 
 
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Definitive Proxy Statement
  
  
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Soliciting Material Pursuant to § 240.14a-12
  
  
 
 
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

(Name of Registrant as Specified in Its Charter)
 
 
 
 

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
 
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April 27, 2010




Dear Stockholder:

You are invited to attend the Annual Meeting of Stockholders of Dollar Thrifty Automotive Group, Inc. which will be held at 11:00 a.m., C.D.T., Thursday, June 10, 2010, at the Mayo Hotel in the Mayo Museum Room, 115 West 5th Street, Tulsa, Oklahoma 74103.

The formal Notice of Annual Meeting of Stockholders and Proxy Statement accompanying this letter provide detailed information concerning matters to be considered and acted upon at the meeting.

Whether or not you plan to attend the meeting, please execute and return the enclosed proxy at your earliest convenience.  Your shares will then be represented at the meeting, and the Company will avoid the expense of further solicitation to assure a quorum and a representative vote.  If you attend the meeting and wish to vote your shares in person, you may revoke your proxy and vote at that time.

Sincerely,

/S/ THOMAS P. CAPO

Thomas P. Capo
Chairman of the Board

 
 
 
 
        

 
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

April 27, 2010

TO THE STOCKHOLDERS OF DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.:

The Annual Meeting of Stockholders of Dollar Thrifty Automotive Group, Inc. will be held at 11:00 a.m., C.D.T., Thursday, June 10, 2010, at the Mayo Hotel in the Mayo Museum Room, 115 West 5th Street, Tulsa, Oklahoma 74103 for the following purposes:

 
1.
To elect six directors to serve until the next annual meeting of stockholders and until their successors shall have been elected and shall qualify or as otherwise provided by the By-laws of Dollar Thrifty Automotive Group, Inc.;

 
2.
To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ended December 31, 2010 by the Audit Committee of the Board of Directors;

 
3.
To approve the management objectives for performance-based awards under the Dollar Thrifty Automotive Group, Inc. Second Amended and Restated Long-Term Incentive Plan and Director Equity Plan; and

 
4.
To conduct any other business properly brought before the meeting.

Only stockholders of record at the close of business on April 12, 2010 are entitled to notice of, and to vote at, the meeting and any postponements or adjournments thereof (unless the Board of Directors fixes a new record date for any such postponed or adjourned meeting).  A list of such stockholders will be available for examination by any stockholder for any purpose germane to the meeting, during ordinary business hours, for at least 10 days before the meeting in the Office of the General Counsel, Dollar Thrifty Automotive Group, Inc., 5330 East 31st Street, Tulsa, Oklahoma 74135.  The list will also be available for inspection at the meeting site during the meeting.

Your vote is important.  Whether or not you plan to attend the meeting, please vote now by proxy in order to ensure the presence of a quorum.  You may vote by marking, signing and dating your proxy card on the reverse side and returning it promptly in the accompanying postage-paid envelope.  A proxy may be revoked at any time prior to its exercise at the meeting, and your return of the enclosed proxy will not affect your right to vote your shares if you attend the meeting in person.


 
By Order of the Board of Directors
   
 
/S/ VICKI VANIMAN
   
 
Vicki J. Vaniman
 
Secretary
 
 
Your vote is important.  Please vote by marking, signing and dating your proxy
card on the reverse side and returning it promptly in the accompanying postage-paid envelope.
 

 
 
 
 

TABLE OF CONTENTS
 
 
INFORMATION ABOUT THE MEETING
1
     
 
Quorum
1
 
Vote Required
1
 
Proxy Voting
2
 
Proxy Solicitation
2
     
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders
 
     to Be Held on June 10, 2010 2
   
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
2
   
PROPOSAL NO. 2 - APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
 
3
   
PROPOSAL NO. 3 - APPROVAL OF MANAGEMENT OBJECTIVES FOR PERFORMANCE-
BASED AWARDS UNDER DTG’S SECOND AMENDED AND RESTATED LONG-TERM
INCENTIVE PLAN AND DIRECTOR EQUITY PLAN
 
 
4
   
BIOGRAPHICAL INFORMATION REGARDING DIRECTOR NOMINEES AND
EXECUTIVE OFFICERS
 
7
   
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
 
10
   
 
Certain Beneficial Owners
10
 
Directors, Director Nominees and Executive Officers
12
     
INDEPENDENCE, MEETINGS, COMMITTEES AND
COMPENSATION OF THE BOARD OF DIRECTORS
 
14
     
 
Independence
14
 
Meetings and Committees
14
 
Attendance at Annual Meetings of Stockholders
15
 
Governance Committee
15
 
Audit Committee
16
 
Human Resources and Compensation Committee
16
 
Report of Audit Committee
17
 
Compensation
19
   
Board Meeting Fees, Committee Meeting Fees and Retainers
19
   
Restricted Stock Grants
19
   
Other
19
   
No Employee Director Compensation or Benefits
20
   
Director Compensation Table
20
 
Stock Ownership Guidelines
21
 
Leadership Structure of the Board
21
 
Board’s Role in Risk Oversight
21
 
Communications with Stockholders
22
   
EXECUTIVE COMPENSATION
22
     
 
Compensation Discussion and Analysis
22
   
2009 Overview
22
   
Objectives of Compensation Program
23

 
i
 
 


   
Participants in Compensation Decisions
24
   
Comparative Data and Benchmarking
25
   
Internal Pay Equity
26
   
General Information Regarding Elements of Compensation
26
   
Discussion of Elements of Compensation
26
   
Change in Control Arrangements
30
   
Impact of Accounting and Tax Treatment on Compensation
30
     
Compensation Committee Report
 
31
Summary Compensation Table
 
32
Grants of Plan-Based Awards
 
33
Outstanding Equity Awards
 
34
Option Exercises and Stock Vested
 
35
Nonqualified Deferred Compensation
 
36
Potential Payments Upon Termination or Change in Control
 
36
 
Introduction
36
 
Payments Made Upon Involuntary Termination With Cause or Voluntary Termination
 
   
(Other Than Retirement)
37
 
Payments Made Upon Involuntary Termination Without Cause or Due to a Reduction in Force
37
 
Payments Made Upon Retirement, Death or Disability
38
 
Payments Made Upon a Change in Control
39
       
Equity Compensation Plan Information
 
43
       
TRANSACTIONS WITH RELATED PERSONS, PROMOTERS
   
 
AND CERTAIN CONTROL PERSONS
 
44
       
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
 
44
       
CODE OF ETHICS
 
44
       
ANNUAL REPORT ON FORM 10-K
 
44
       
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
   
 
FOR NEXT ANNUAL MEETING
 
44
       
OTHER MATTERS
 
45
       
 
ii
 
 

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
5330 East 31st Street
Tulsa, Oklahoma 74135


PROXY STATEMENT


INFORMATION ABOUT THE MEETING

This Proxy Statement is solicited by the Board of Directors (the “Board”) of Dollar Thrifty Automotive Group, Inc., a Delaware corporation (“DTG”), on behalf of DTG, and is furnished in connection with the Annual Meeting of Stockholders to be held at 11:00 a.m., C.D.T., Thursday, June 10, 2010, at the Mayo Hotel in the Mayo Museum Room, 115 West 5th Street, Tulsa, Oklahoma 74103.  DTG began mailing this Proxy Statement and the accompanying proxy card on or about April 27, 2010.

As used in this Proxy Statement, the “Company” means collectively DTG and its subsidiaries.

Quorum

The record date for the meeting is April 12, 2010.  DTG has outstanding one class of voting securities:  its common stock, $0.01 par value (“Common Stock” or “Shares”), of which 28,629,652  Shares were outstanding as of the close of business on the record date.  A majority of those Shares (a quorum) must be present, in person or by proxy, to conduct business at the meeting.  Abstentions and broker non-votes are counted as present in determining whether there is a quorum.  In addition, any stockholder who properly executes and returns the proxy card withholding authority to vote for a director nominee will be counted as present in determining if there is a quorum.

Vote Required

Each stockholder is entitled to one vote for each Share held of record at the close of business on the record date.  Directors of DTG are elected by a plurality of the votes cast at the meeting.  Because each director nominee is running unopposed, any nominee can be elected upon any affirmative vote so long as a quorum exists, regardless of whether such nominee receives more than 50% of the stockholder vote.  Under recent amendments to the rules of the New York Stock Exchange, Inc. (“NYSE”), Proposal No. 1 – Election of Directors (“Proposal No. 1”) is no longer a “routine” item as to which brokerage firms may vote in their discretion on behalf of clients who have not furnished voting instructions with respect to an uncontested director election.  Because DTG has a plurality voting standard for the election of directors, however, broker non-votes and abstentions will have no impact on the outcome of the vote on Proposal No. 1.
 
Under NYSE rules, Proposal No. 2 - Appointment of Independent Registered Public Accounting Firm (“Proposal No. 2”) is considered a “routine” item.  This means that brokerage firms may vote in their discretion on behalf of clients who have not furnished voting instructions at least 10 days before the date of the meeting.  In accordance with DTG’s Fourth Amended and Restated By-laws (the “By-laws”), Proposal No. 2 will be approved on the favorable vote of a majority of the Shares present in person or represented by proxy and entitled to vote on such matter.  For purposes of Delaware law and the By-laws, abstentions will have the effect of votes against Proposal No. 2.
 
Under Delaware law, NYSE Stockholder Approval Policy and the By-laws, the approval of the management objectives for performance-based awards under DTG’s Second Amended and Restated Long-Term Incentive Plan and Director Equity Plan (“Proposal No. 3”) must be by a majority of the Shares present in person or represented by proxy and entitled to vote on the matter.  Proposal No. 3 is considered to be a “routine” item under NYSE rules.  This means that brokerage firms may vote in their discretion on behalf of clients who have not furnished voting instructions at least 10 days before the date of the meeting.  Abstentions will have the effect of votes against Proposal No. 3 for purposes of Delaware law, the NYSE Stockholder Approval Policy and our By-laws.
 
1
 
 
Inspectors of election appointed by the Board will determine whether a quorum is present and will tabulate the votes for the meeting.  Abstentions and broker non-votes are counted as present in determining whether there is a quorum.  In addition, any stockholder who properly executes and returns a proxy card withholding authority to vote for a director nominee will be counted as present in determining whether a quorum exists.

Proxy Voting

The proxy card represents the Shares held of record by each stockholder at the close of business on the record date.  Each stockholder can authorize the individuals named in the proxy card to vote Shares by signing, dating and promptly returning the proxy card.  Each stockholder’s Shares will then be voted at the meeting as the stockholder specifies or, if the stockholder does not specify a choice, as recommended by the Board.  Each stockholder may revoke the proxy by voting in person at the meeting, or by submitting a written revocation or a later-dated proxy addressed to the Secretary of DTG that is received by DTG before the meeting.  If you hold your Shares through a brokerage firm, bank, fiduciary, voting trust or other nominee, you may elect to vote your Shares by a toll-free phone number or over the Internet by following the instructions on the proxy materials forwarded to you.

Proxy Solicitation

Execution and return of the enclosed proxy is being solicited by the Board, on behalf of DTG, for the purposes set forth in the Notice of Annual Meeting of Stockholders.  Solicitation other than by mail may be made personally, by telephone or otherwise and by employees of DTG who will not be additionally compensated for such services.  Brokerage firms, banks, fiduciaries, voting trustees or other nominees will be requested to forward the soliciting material to each beneficial owner of Shares held of record by any such nominee.  DTG has retained Georgeson, Inc. to assist with the solicitation of proxies for a fee not to exceed $7,000.00, plus reimbursement for out-of-pocket expenses.  The total cost of soliciting proxies will be borne by DTG.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on June 10, 2010.

Stockholders may view this Proxy Statement, our form of proxy and our 2009 Annual Report to Stockholders over the Internet by accessing the website www.proxydocs.com/dtg.


PROPOSAL NO. 1 - ELECTION OF DIRECTORS

In accordance with the By-laws, the Board has set its size at six members.  Under the By-laws, the number of directors may be changed at any time by resolution of the Board.  The terms of each of the six current directors expire upon the election and qualification of the directors to be elected at the Annual Meeting of Stockholders, or as otherwise provided by the By-laws.  DTG has nominated for re-election to the Board the six individuals who currently serve as directors on the Board, each of whom has consented to serve as a director if elected.

If elected, each director nominee will serve for a one-year term ending at the Annual Meeting of Stockholders to be held in 2011, or when such nominee’s successor is duly elected and qualified or as otherwise provided by the By-laws.  For more information concerning these nominees, see “Biographical Information Regarding Director Nominees and Executive Officers.”  Unless otherwise designated, the enclosed proxy card will be voted FOR the election of such nominees as directors.  The Board does not believe that any of these nominees will be unable to stand for election, but should any nominee unexpectedly become unavailable for election or decline to serve, the stockholder’s proxy will be voted for a substitute nominee designated by the Board unless the Board reduces the number of directors to be elected.

THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES DESCRIBED HEREIN AS DIRECTORS OF DTG.
 
2
 
 
PROPOSAL NO. 2 - APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board has appointed, subject to stockholder ratification, Deloitte & Touche LLP, an independent registered public accounting firm, as the independent auditors of DTG (“Independent Auditors”) for the fiscal year ending December 31, 2010.  In making this appointment, the Audit Committee considered whether the provision of services (and the aggregate fees billed for those services) by Deloitte & Touche LLP, other than audit services, is compatible with maintaining the independence of the outside auditors.  Deloitte & Touche LLP has served DTG as Independent Auditors since DTG’s incorporation in November 1997.

The following table provides the various fees and out-of-pocket costs billed by Deloitte & Touche LLP in the aggregate for the fiscal years ended December 31, 2009 and 2008:

   
 
2009
 
   
2008
 
 
Audit Fees
 
In 2009 and 2008, audit fees related to audits of the consolidated and subsidiaries’ annual financial statements, reviews of the consolidated quarterly financial statements and the audit of internal control over financial reporting.
 
  $  1,091,854     $  1,560,156  
 
Audit-Related Fees
 
In 2009 and 2008, audit-related fees primarily related to agreed-upon debt compliance procedures, advisory services, comfort procedures and accounting consultations.
 
 
 
$
 
 193,915
   
 
$
 
604,092
 
 
Tax Fees
 
  $  -0-     $  -0-  
 
All Other Fees
 
  $  -0-     $  -0-  

The Audit Committee has the sole authority to retain and terminate the Independent Auditors and to pre-approve any non-audit services performed by such Independent Auditors as set forth in the Audit Committee charter.  The authority to grant pre-approvals may be delegated to one or more designated members of the Audit Committee whose decisions will be presented to the full Audit Committee for ratification.  Pre-approvals are granted on a case-by-case basis.  The Audit Committee pre-approved all engagements of Deloitte & Touche LLP to provide audit and non-audit services in 2009 and 2008, including estimates and/or hourly rates proposed under the engagements.

A representative of Deloitte & Touche LLP will be present at the Annual Meeting of Stockholders and will have an opportunity to make a statement and respond to questions.

THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS FOR 2010.
 
3
 
 
PROPOSAL NO. 3 - APPROVAL OF MANAGEMENT OBJECTIVES FOR
PERFORMANCE-BASED AWARDS UNDER DTG’S SECOND AMENDED AND
RESTATED LONG-TERM INCENTIVE PLAN AND DIRECTOR EQUITY PLAN

The Board recommends to the stockholders for approval, the management objectives for performance-based awards under DTG’s Second Amended and Restated Long-Term Incentive Plan and Director Equity Plan (as amended, the “New Plan”).

The New Plan was approved by the Board effective December 9, 2008 and included as Exhibit 10.212 to DTG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed with the Securities and Exchange Commission (the “SEC”) on March 3, 2009.  The New Plan amended and restated DTG’s Amended and Restated Long-Term Incentive Plan and Director Equity Plan (the “Prior Plan” and, as amended by the New Plan, the “Plan”), which was approved by DTG’s stockholders at DTG’s Annual Meeting of Stockholders on May 20, 2005 and included as Exhibit 10.54 to DTG’s Current Report on Form 8-K filed with the SEC on May 25, 2005.  The amendment and restatement was made to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and did not require stockholder approval.  The New Plan was amended effective March 31, 2009 to clarify that repricings of options or stock appreciation rights to be issued under the Plan require stockholder approval, except in the context of certain corporate transactions.  This amendment did not require stockholder approval.  Further amendments to the New Plan to add 1,300,000 Shares to the Plan were approved by DTG stockholders at DTG’s Annual Meeting of Stockholders on May 14, 2009.  The Company is not amending or altering the Plan.

Section 162(m) of the Code (“Section 162(m)”) limits the deductibility of certain executive compensation paid to the Company’s Chief Executive Officer and the four highest compensated officers (other than the Chief Executive Officer), as determined pursuant to the executive compensation disclosure rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  These officers are referred to below as “covered employees.” An exemption from this limitation (the “Performance Exception”) applies to “performance-based” compensation as defined in the regulations under Section 162(m).
 
The Plan gives the Board’s Human Resources and Compensation Committee or another committee of independent directors appointed by the Board (the “Committee”) the ability to grant option rights or appreciation rights, restricted stock, restricted stock units, dividend credits and other stock-based awards that are designed to qualify for the Performance Exception (“Qualified Performance-Based Awards”).  Option rights and appreciation rights meet the Performance Exception because their value is based solely on any increase in the value of DTG’s Common Stock after the date of grant.  Other Qualified Performance-Based Awards are granted subject to performance goals specified in the Plan.
 
One of the requirements under the Performance Exception is stockholder approval of the performance goals pursuant to which the compensation is paid.  The regulations under Section 162(m) require that, in order for Qualified Performance-Based Awards other than option rights and appreciation rights to continue to qualify for the Performance Exception, stockholders must approve the material terms of the applicable performance goals every five years if the plan provides for discretion to change targets under a performance goal after stockholder approval of the goal, as the Plan so provides.  The material terms of the performance goals for Qualified Performance-Based Awards other than option rights and appreciation rights under the Plan were last approved on May 20, 2005 (at the same time that the Prior Plan was approved by DTG’s stockholders).  Therefore, the Board is asking for and recommending stockholder approval of the material terms of the performance goals at the Annual Meeting of Stockholders.
 

Performance Shares and Performance Units
 
Under the Plan, the Board may authorize the granting of Performance Shares and/or Performance Units (each as defined in the Plan) that will become payable to an eligible participant upon achievement of specified management objectives to be met within a specified period (the “Performance Period”).  All rights of the Board under the Plan with respect to awards intended to qualify under the Performance Exception have been delegated to the Committee.  Further, on or before the date of grant, in connection with the establishment of management objectives (as further described below), the Committee may exclude the impact on performance of charges for restructurings, discontinued operations, extraordinary items
 
4
 
 
and other unusual or non-recurring items and the cumulative effects of changes in tax law or accounting principles, as such are defined by generally accepted accounting principles in the United States of America (“GAAP”) or the SEC.  The Performance Period will be a period of time not less than six months, except in the case of a Change in Control of DTG (as defined in the Plan), if the Committee shall so determine.  A minimum level of acceptable achievement will also be established by the Board.  If, by the end of the Performance Period, the specified management objectives have been achieved, the eligible participants will be deemed, subject to certification by the Committee, to have fully earned the Performance Shares and/or Performance Units.  If the management objectives have not been met in full, but the predetermined minimum level of acceptable achievement has been attained or exceeded, the eligible participants will be deemed, subject to certification by the Committee, to have earned a portion of the Performance Shares and/or Performance Units in accordance with a predetermined formula.  There is also a maximum number of Performance Shares and/or Performance Units that can be earned, regardless of the level of achievement attained.
 
 The Committee must establish performance goals, or “management objectives” with respect to Performance Shares and Performance Units.  When so determined, Option Rights, Appreciation Rights, Restricted Stock (each as defined in the Plan), other awards under the Plan or dividend credits may also specify management objectives.  Management objectives may be described in terms of either Company-wide objectives or objectives that are related to the performance of the individual participant or a subsidiary, division, department, region or function within the Company.  Management objectives applicable to any award granted to an eligible participant who is, or is determined by the Board to be likely to become, a “covered employee” within the meaning of Section 162(m) will be limited to specified levels of, or growth in, one or more of the following criteria: (a) earnings before interest and taxes, (b) earnings before interest, taxes, depreciation and amortization, (c) net income, (d) revenues, (e) earnings per share, (f) pre-tax profit, (g) pre-tax profit margin, (h) cash flow, (i) return on equity, (j) return on investment, (k) return on assets, (l) stock price, (m) total shareholder return, (n) economic value added, (o) performance against business plan, (p) customer service, (q) market share, (r) profit per vehicle, (s) employee satisfaction, (t) quality and (u) vehicle utilization.  If the Committee determines that a change in the business, operations, corporate structure or capital structure of DTG, or the manner in which it conducts its business, or other events or circumstances render the management objectives unsuitable, notwithstanding any loss of deduction under Section 162(m) to DTG, the Board may in its discretion modify such management objectives or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and equitable.  Any grant of Performance Shares or Performance Units will specify that, before the Performance Shares or Performance Units will be earned and paid, the Committee must certify that the management objectives have been satisfied.

Eligible Employees and Maximum Awards

Awards under the Plan may be granted to any employee, including officers, of the Company and to non-employee directors of DTG. In 2009, no Performance Shares or Performance Units designed to qualify for the Performance Exception were granted under the Plan.

Under the Plan (i) the aggregate number of Shares of Common Stock actually issued or transferred by the Company upon the exercise of Stock Options will not exceed 1,500,000 Shares; and (ii) during any calendar year, no participant will be granted:

1.           Option Rights in excess of 285,000 Shares;
2.           Appreciation Rights in excess of 285,000 Shares;
3.           Performance Shares that specify management objectives in excess of 160,000 Shares;
4.           Restricted Stock that specifies management objectives in excess of 80,000 Shares;
5.           Restricted Stock Units that specify management objectives in excess of 80,000 Shares;
6.           Performance Units that specify management objectives having an aggregate maximum value as of
                          their respective dates of grant in excess of $7,100,000.

If the Committee grants Qualified Performance-Based Awards subject to the achievement of the management objectives and complies with the other procedures required by the Performance Exception, those awards should qualify for the Performance Exception.   However, it is possible that, in some cases, awards under the Plan that are intended to qualify for the Performance Exception may not so qualify, or the Committee may exercise its discretion to make awards that do not qualify for the Performance Exception.
 
5
 
 
The Plan and awards thereunder may be amended by our Board or the Committee, subject to stockholder approval if required by the listing requirements of the NYSE or any other national securities exchange on which DTG’s equity securities are listed.  The Plan provides that stockholder approval would be required for any amendment that would result in the reduction of the exercise price of any option or appreciation right, except for adjustments for changes in capitalization and corporate transactions as provided in the Plan. Amendments may not adversely affect outstanding awards without the consent of the affected grantee, unless the amendment does not materially decrease the value of the award or is made to comply with applicable law, stock exchange rules or accounting rules. No amendment may be made that would cause the loss of the exemption from the limitation under Section 162(m) for any then-outstanding Qualified Performance-Based Awards. In addition, awards may not be amended in a way that is inconsistent with the requirements of the Plan.  For example, an award that is subject to the minimum vesting schedule for service-vesting restricted stock, restricted stock units and other full-value stock-based awards under the Plan may not be amended to eliminate that minimum vesting schedule.
 
The foregoing description addresses limited aspects of the Plan, primarily the material terms of the management objectives that apply to Qualified Performance-Based Awards, and is qualified in its entirety by the full text of the Plan.  The Plan is not part of this Proxy Statement. The Plan is available at the SEC’s website at www.sec.gov, where it is an exhibit to the electronic version of this Proxy Statement.  We will provide you with a copy of the Plan, without charge, if you call Investor Relations at (918) 669-2119, or write to DTG at Dollar Thrifty Automotive Group, Inc., Attention: Investor Relations, 5330 East 31st Street, Tulsa, Oklahoma 74135.
 
The Board’s Recommendation
 
The Board believes that the approval of the management objectives for Qualified Performance-Based Awards other than option rights and appreciation rights under the Plan will permit the Committee to continue to grant Qualified Performance-Based Awards that meet the Performance Exception. The Board believes that this is in the best interest of the Company.
 
If stockholders do not approve the management objectives, management and the Committee will examine available alternatives, including granting compensation to covered employees that does not qualify for the Performance Exception.
 
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE MANAGEMENT OBJECTIVES FOR PERFORMANCE-BASED AWARDS UNDER DTG’S SECOND AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN AND DIRECTOR EQUITY PLAN.
 
6
 
 
BIOGRAPHICAL INFORMATION REGARDING
DIRECTOR NOMINEES AND EXECUTIVE OFFICERS

The Company is a provider of value-priced rental vehicles serving customers in over 70 countries, with over 600 Company-owned and franchised locations in the United States and Canada.  As of December 31, 2009, the Company employed approximately 6,000 full-time and part-time employees.  All of our directors hold, or have held, senior executive positions in large, complex (and, in many cases, global) organizations, as well as directorships at other U.S. public companies.  In these positions, they have demonstrated their leadership, intellectual and analytical skills and gained deep experience in all of the core management disciplines, including strategic planning, brand management, finance, compensation and leadership development, compliance and risk management.  All of them also have significant experience in corporate governance and risk oversight through their positions as directors of other public companies, and many have served as members of audit, compensation and nominating/corporate governance committees at these companies, as well as at DTG.  These skills and experience are pertinent to the Company’s current and evolving business strategies, and permit the Board to offer senior management a diverse range of perspectives about the complex issues facing the Company.

The following table highlights specific qualifications, skills and experiences considered by the Governance Committee in recommending DTG’s slate of director nominees.  Additional biographical details about the director nominees follow this table.

Director Nominee                                                  Qualifications, Skills and Experience
Thomas P. Capo
§Executive management experience in automotive industry business
§Core management skills
§Experience in finance, financial reporting, compliance and controls and franchised operations
§Public company directorship and committee experience, including in the automotive industry and at board chairman level
§Independent of management
 
Maryann N. Keller
§Executive management experience, including in automotive industry business
§Core management skills
§Experience in finance, financial reporting, compliance and controls and investment analysis
§Public company directorship and committee experience, including in the automotive industry
§Independent of management
 
Hon. Edward C. Lumley
§Executive management experience in financial services, government, and in the manufacturing industry
§Core management skills
§Experience in investment analysis, finance, compliance and controls
§Public company directorship and committee experience, including at board chairman and lead director levels
§Independent of management
 
Richard W. Neu
§Executive management experience in financial services business, including at the chief financial officer level
§Core management skills
§Experience in finance, financial reporting, compliance and controls
§Public company directorship and committee experience, including at board chairman level
§Independent of management
 
 
 
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John C. Pope
§Executive management experience, including in automotive industry business and at the chief financial officer level
§Core management skills
§Experience in finance, financial reporting, compliance and controls and international business
§Public company directorship and committee experience, including in the automotive industry and at board chairman level
§Independent of management
 
Scott L. Thompson
§Operating and management experience in automotive industry businesses, including at the chief financial officer level and at the executive vice president of operations level
§Core management skills
§Company Chief Executive Officer’s unique perspective and insights into the Company and its businesses, relationships, competitive and financial positioning, senior leadership and strategic opportunities and challenges
§Public company directorship and committee experience, including at board chairman level
 
 
Below is information furnished to us by the director nominees, including their name, age, principal occupation or employment during at least the past five years and the period during which such person has served as a director of DTG.

Thomas P. Capo, 59, has served as a director of DTG since November 1997 and as Chairman of the Board since October 2003.  Mr. Capo was a Senior Vice President and the Treasurer of DaimlerChrysler Corporation from November 1998 to August 2000.  From November 1991 to October 1998 he was Treasurer of Chrysler Corporation.  Prior to holding these positions, Mr. Capo served as Vice President and Controller of Chrysler Financial Corporation.  Mr. Capo is also currently a director and member of the audit committee of Cooper Tire & Rubber Company, and has served in that capacity since 2007.  Since November 9, 2009, he has also served as a director and member of the audit committee of Lear Corporation.  Mr. Capo previously served as a director of Sonic Automotive, Inc. from 2001 to 2006, of JLG Industries, Inc. from 2005 to 2006, and of Micro-Heat, Inc., a private company, from 2006 to 2007.

Maryann N. Keller, 66, has served as a director of DTG since May 2000.  Ms. Keller was President of the Automotive Services unit of priceline.com from July 1999 to November 2000.  Prior to joining priceline.com, she was a senior managing director and investment analyst at Furman Selz LLC from 1985 to 1998 and was a financial analyst with ING Barings (which acquired Furman Selz LLC in 1998) from January 1999 to June 1999.  Ms. Keller was also a director of Lithia Motors, Inc. from 2006 to 2009.  Since December 2000, Ms. Keller has been the President of Maryann Keller & Associates, a consulting firm.

Hon. Edward C. Lumley, 70, has served as a director of DTG since December 1997.  Mr. Lumley has been Vice Chairman of the investment banking firm BMO Nesbitt Burns since January 1991.  Prior to this, Mr. Lumley was Chairman of the Naranda Manufacturing Group and was an elected member of the Canadian Parliament, serving as a Minister of the Crown in several portfolios such as industry and international trade.  He has served as a director of CN Rail since 1996 and as a director of BCE Inc. since 2003.  Mr. Lumley has previously served as a director of Magna International Inc. from 1989 to 2007, of Magna Entertainment Corp. from 2000 to 2006, and of Intier Automotive Inc. from 2001 to 2005.  In 2006, Mr. Lumley was appointed Chancellor of the University of Windsor.

Richard W. Neu, 54, has served as a director of DTG since February 2006.  Mr. Neu served as the interim Chief Financial Officer of DTG from April 2008 until the appointment of Mr. Thompson to that position in May 2008.  Mr. Neu was the Chief Financial Officer and Treasurer of Charter One Financial, Inc. from December 1985 to August 2004, was a director of Charter One Financial, Inc. from 1992 to August 2004, and previously worked for KPMG as a Senior Audit Manager.  Mr. Neu has been a director of MCG Capital Corporation since November 2007, and has been Chairman of the Board since April 2009.  In January 2010, Mr. Neu was elected director of Huntington Bancshares Incorporated.
 
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John C. Pope, 61, has served as a director of DTG since December 1997.  Mr. Pope has been Chairman of PFI Group, an investment firm, since July 1994.  Mr. Pope has also been Chairman of the Board of Waste Management, Inc. since November 2004 and a director since 1997.  In addition, Mr. Pope has served as a director of Con-Way, Inc. since 2003, of Kraft Foods Inc. since 2001, and of RR Donnelley & Sons, Inc. (or a predecessor company) since 1997.  Mr. Pope was the Chairman of the Board of MotivePower Industries, Inc. from January 1996 to November 1999 and a director from May 1995 to November 1999.  Mr. Pope also previously served as a director of Federal-Mogul Corporation from 1987 to 2007.  Further, Mr. Pope served as a director of Per-Se Technologies, Inc. from 1996 to 2005.  Mr. Pope served as a director and in various executive positions with UAL Corporation and United Airlines, Inc. between January 1988 and July 1994, including as Chief Financial Officer, President and Chief Operating Officer.  Mr. Pope also has served as Chief Financial Officer (from 1985 to 1988) and Treasurer (from 1979 to 1985) of AMR Corporation/American Airlines.

Scott L. Thompson, 51, has served as a director of DTG since October 2008 and is the Chief Executive Officer and President of DTG.  Prior to serving as Chief Executive Officer and President, Mr. Thompson was a Senior Executive Vice President and the Chief Financial Officer of DTG from May 2008 to October 2008.  Prior to joining DTG, Mr. Thompson was a consultant to private equity firms from 2005 until May 2008, and was a founder of Group 1 Automotive, Inc., a NYSE and Fortune 500 company, serving as its Senior Executive Vice President, Chief Financial Officer and Treasurer from February 1996 until his retirement in January 2005.  Mr. Thompson is non-executive Chairman of the Board of Houston Wire and Cable and has served in that capacity since 2007, and has served as a director of Conn’s, Inc. since June 2004.  Mr. Thompson is a CPA and a member of, and designated as a certified director by, the National Association of Corporate Directors.

BIOGRAPHICAL INFORMATION REGARDING EXECUTIVE OFFICERS

The following sets forth information concerning the executive officers of DTG other than Mr. Thompson (whose information appears above) as of the date of this Proxy Statement, including their name, age, principal occupation and employment during at least the past five years and the period during which such person has served as an executive officer of DTG.
 
R. Scott Anderson, 51, is Senior Executive Vice President, Operations and Global Sales and Marketing of DTG.  Prior to his election as a DTG officer in January 2003, Mr. Anderson served in several management positions with Thrifty Rent-A-Car System, Inc. since October 1995.

H. Clifford Buster III, 40, joined DTG in October 2008 and is Senior Executive Vice President and the Chief Financial Officer.  Mr. Buster previously served as Vice President of Finance and Treasurer of Helix Energy Solutions Group, Inc. from March 2006 to October 2008 and in various finance positions with Group 1 Automotive, Inc. from 1998 to 2006, including Vice President and Treasurer.

Rick L. Morris, 51, is Executive Vice President and Chief Information Officer of DTG, and has served in such capacity since October 2007.  Prior to joining DTG, Mr. Morris had been the Chief Information Officer of a division of Capital One Financial Corporation since 2002.

Vicki J. Vaniman, 53, is Executive Vice President and General Counsel of DTG, and Secretary to the Board.  Prior to her election as a DTG officer in January 2003, Ms. Vaniman had been Vice President and General Counsel for Dollar Rent-A-Car Systems, Inc. since February 1996.
 
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS

Certain Beneficial Owners

The following table sets forth certain information as of April 12, 2010, with respect to each person known by DTG to beneficially own more than 5% of the outstanding Shares:

Name and Address of Beneficial Owner
Amount and Nature of Beneficial Ownership
Percent of Class (1)
 
T. Rowe Price Associates, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
 
 
1,720,740 (2)
 
6.01
 
MSD Capital, L.P.
MSD SBI, L.P.
645 Fifth Avenue, 21st Floor
New York, New York 10022
 
 
1,599,739 (3)
 
5.59
 
Citadel Investment Group II, L.L.C.
131 South Dearborn Street, 32nd Floor
Chicago, Illinois 60603
 
 
1,541,704 (4)
 
5.38
 
Dimensional Fund Advisors LP
Palisades West, Building One
6300 Bee Cave Road
Austin, Texas 78746
 
 
1,533,740 (5)
 
5.36
 
BlackRock, Inc.
40 East 52nd Street
New York, New York 10022
 
 
1,526,194 (6)
 
5.33
 
PAR Investment Partners, L.P.
PAR Group, L.P.
PAR Capital Management, Inc.
One International Place, Suite 2401
Boston, Massachusetts 02110
 
 
1,446,936 (7)
 
5.05

(1)
Based on 28,629,652  Shares outstanding as of April 12, 2010.

(2)
As reported in a Schedule 13G amendment dated February 12, 2010, T. Rowe Price Associates, Inc. (“Price Associates”) has sole voting power in respect of 475,100 Shares, sole dispositive power in respect of all the reported Shares and shared voting or dispositive power with respect to none of the reported Shares.  These Shares are owned by various individual and institutional investors, including T. Rowe Price Small-Cap Value Fund, Inc. (which owns and has sole voting power in respect of 1,208,000 Shares, representing 4.2% of the Shares outstanding as of April 12, 2010), which Price Associates serves as investment adviser with power to direct investments and/or sole power to vote the securities.  For purposes of the reporting requirements of the Exchange Act, Price Associates is deemed to be a beneficial owner of such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities.
 
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(3)
As reported in a Schedule 13G amendment dated February 16, 2010, MSD SBI, L.P. (“SBI”) is the record and direct beneficial owner of the Shares.  MSD Capital, L.P. (“MSD Capital”) is the general partner of, and may be deemed to beneficially own securities owned by, SBI.  MSD Capital Management, LLC is the general partner of, and may be deemed to beneficially own securities owned by, MSD Capital.  Michael S. Dell is the controlling member of, and may be deemed to beneficially own securities owned by, MSD Capital Management, LLC.  SBI and MSD Capital have shared voting and dispositive power in respect of all the reported Shares and sole voting or dispositive power in respect of none of the reported Shares.

(4)
As reported in a Schedule 13G dated March 18, 2010, Citadel Advisors, LLC (“Citadel Advisors”), Citadel Holdings II, LP (“CH-II”), Citadel Investment Group II, L.L.C. (“CIG-II”) and Kenneth Griffin filed jointly with respect to Shares owned by Citadel Derivatives Trading Ltd. (“CDT”), Citadel Global Equities Master Fund Ltd. (“CG”), PioneerPath Capital Ltd. (“Pioneer”), Citadel Securities LLC (“Citadel Securities”) and certain segregated accounts. Citadel Advisors, an investment adviser, is the investment manager for CG, Pioneer and certain segregated accounts, and the portfolio manager for CDT.  CH-II is the managing member of Citadel Advisors. CIG-II is the general partner of Citadel Holdings, LLP, the non-member manager of Citadel Securities and CH-II.  Kenneth Griffin is the President and Chief Executive Officer of, and owns a controlling interest in, CIG-II.  CIG-II and Kenneth Griffin may be deemed to beneficially own Shares owned by CDT, CG, Pioneer and Citadel Securities, and certain segregated accounts, with shared voting and dispositive power with respect to all of the Shares reported.  Citadel Advisors and CH-II may be deemed to beneficially own Shares owned by CDT, CG, Pioneer, Citadel Securities and certain segregated accounts with shared voting and dispositive power with respect to 1,456,916 of the reported Shares.

(5)
As reported in a Schedule 13G amendment dated February 10, 2010, Dimensional Fund Advisors LP, an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager to certain other commingled group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Funds”). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment adviser, sub-adviser and/or manager, neither Dimensional Fund Advisors LP nor its subsidiaries (collectively, “Dimensional”) possesses voting and/or investment power over Shares that are owned by the Funds, and may be deemed to be the beneficial owner of the Shares held by the Funds. However, all Shares listed above are owned by the Funds.  Dimensional expressly disclaims beneficial ownership of such Shares.  Dimensional Fund Advisors LP has sole voting power in respect of 1,517,807 Shares, sole dispositive power in respect of all the reported Shares and shared voting or dispositive power in respect of none of the reported Shares.

(6)
As reported in a Schedule 13G amendment dated January 20, 2010, BlackRock, Inc., a parent holding company, has sole voting and dispositive power in respect of all of the reported Shares and shared voting and dispositive power in respect of none of the reported Shares.

(7)
As reported in a Schedule 13G dated March 26, 2010, PAR Investment Partners, L.P., PAR Group, L.P.  and PAR Capital Management, Inc. have sole voting and dispositive power in respect of all of the reported Shares and shared voting and dispositive power in respect of none of the reported Shares.
 
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Directors, Director Nominees and Executive Officers

The following table sets forth certain information as of April 12, 2010 with respect to the number of Shares owned by (a) each director nominee of DTG, (b) each named executive officer of DTG and (c) all current directors and named executive officers of DTG as a group.

Name of Beneficial Owner
Amount and Nature of Beneficial Ownership
(1)
Percent of
Class (2)
Thomas P. Capo
66,950
(3)
Less than 1%
Maryann N. Keller
62,451
(4)
Less than 1%
Hon. Edward C. Lumley
57,268
(5)
Less than 1%
Richard W. Neu
34,791
(6)
Less than 1%
John C. Pope
79,453
(7)
Less than 1%
Scott L. Thompson
275,125
(8)
Less than 1%
H. Clifford Buster III
67,334
(9)
Less than 1%
R. Scott Anderson
134,145
(10)
Less than 1%
Vicki J. Vaniman
68,067
(11)
Less than 1%
Rick L. Morris
40,562
(12)
Less than 1%
All directors and named
executive officers as a group
886,146
 
3.10%

 (1)
The SEC deems a person to have beneficial ownership of all shares that such person has the right to acquire within 60 days.  Accordingly, Shares subject to vested options as well as options exercisable within 60 days are included in this column.  Restricted Stock Units that are to be settled in stock or may be settled in cash or stock at the option of the holder are only included in this column if they vest within 60 days.  Restricted Stock Units that have been granted but not included in this column are identified below.

(2)
Based on 28,629,652 Shares outstanding as of April 12, 2010.

(3)
Consists of  66,950 Shares subject to a deferral agreement between DTG and Mr. Capo.  Not included are 3,560 Restricted Stock Units that vest on December 31, 2010.

(4)
Consists of 62,451 Shares subject to a deferral agreement between DTG and Ms. Keller.  Not included are 3,560 Restricted Stock Units that vest on December 31, 2010.

(5)
Consists of (i) 42,268 Shares owned by Mr. Lumley, and (ii) 15,000 Shares subject to options.  Not included are 3,560 Restricted Stock Units that vest on December 31, 2010.

(6)
Consists of 34,791 Shares subject to a deferral agreement between DTG and Mr. Neu.   Not included are 3,560 Restricted Stock Units that vest on December 31, 2010.
 
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(7)
Consists of (i) 23,643 Shares owned by Mr. Pope, (ii) 40,810 Shares subject to a deferral agreement between DTG and Mr. Pope, and (iii) 15,000 Shares subject to options.  Not included are 3,560 Restricted Stock Units that vest on December 31, 2010.

(8)
Consists of (i) 120,053 Shares owned by Mr. Thompson, (ii) 13,388 Restricted Stock Units and (iii) 141,684 Shares subject to options.  Not included are (a) 6,775 Restricted Stock Units, one-half of which will vest on each of May 23, 2011, and May 23, 2012, (b) 33,334 Restricted Stock Units, one-half of which will vest on each of October 13, 2010, and October 13, 2011, (c) 40,000 Restricted Stock Units, 10,000 of which will vest on May 13, 2011, and 30,000 of which will vest on May 13, 2012, (d) 35,800 Shares subject to options, all of which will vest on May 22, 2011, (e) 25,850 Shares subject to options, one-half of which will vest on each of May 22, 2011 and May 22, 2012, (f) 131,667 Shares subject to options, one-half of which will vest on each of October 31, 2010 and October 31, 2011, and (g) 200,000 Shares subject to options, 50,000 of which will vest on May 13, 2011 and 150,000 of which will vest on May 13, 2012.

 (9)
Consists of (i) 4,000 Shares owned by Mr. Buster and (ii) 63,334 Shares subject to options.  Not included are (a) 66,666 Shares subject to options, one-half of which will vest on each of October 31, 2010, and October 31, 2011, and (b) 120,000 Shares subject to options, 30,000 of which will vest on May 13, 2011 and 90,000 of which will vest on May 13, 2012.

(10)
Consists of (i) 525 Shares owned by Mr. Anderson, (ii) 35,939 Shares owned by the trust of Mr. Anderson’s spouse, (iii) 214 Shares held in DTG’s 401(k) plan and (iv) 97,467 Shares subject to options.  Not included are (a) 12,054 Shares subject to options, all of which will vest on January 31, 2011, (b) 83,333 Shares subject to options, of which one-half will vest on each of October 31, 2010, and October 31, 2011, and (c) 120,000 Shares subject to options, 30,000 of which will vest on May 13, 2011 and 90,000 of which will vest on May 13, 2012.
 
(11)
Consists of (i) 5,909 Shares owed by Ms. Vaniman, (ii) 4,522 Shares owned by Ms. Vaniman’s trust, (iii) 21,717 Shares subject to a deferral agreement between DTG and Ms. Vaniman, (iv) 919 Shares held in DTG’s 401(k) plan and (v) 35,000 Shares subject to options.  Not included are (a) 80,000 Shares subject to options, 20,000 of which will vest on May 13, 2011, and 60,000 of which will vest on May 13, 2012, (b) 30,000 Shares subject to options, one-half of which will vest on each of October 31, 2010, and October 31, 2011, and (c) 14,947 Shares subject to options which will vest on January 31, 2011.

(12)
Consists of (i) 5,562 Shares owned by Mr. Morris and (ii) 35,000 Shares subject to options.  Not included are (a) 80,000 Shares subject to options, 20,000 of which will vest on May 13, 2011 and 60,000 of which will vest on May 13, 2012, (b) 30,000 Shares subject to options, of which one-half will vest on each of October 31, 2010, and October 31, 2011, and (c) 7,715 Shares subject to options which will vest January 31, 2011.
 
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INDEPENDENCE, MEETINGS, COMMITTEES AND
COMPENSATION OF THE BOARD OF DIRECTORS

Independence

The Board has determined that all of the director nominees, other than Chief Executive Officer and President Scott L. Thompson, who is an employee of DTG, are “independent” as defined by DTG policy and NYSE rules and regulations.  Specifically, the Board’s determinations of director independence were made in accordance with the categorical standards for director independence reflected in DTG’s Corporate Governance Policy adopted by the Board and located on DTG’s website at www.dtag.com under the heading “Corporate Governance.”

As a part of its review of the independence of directors, the Board considered the relationship of DTG with BMO Nesbitt Burns, of which Mr. Lumley serves as Vice Chairman.  Since 1999, BMO Nesbitt Burns has structured the financing for the Company’s Canadian vehicles.  BMO Nesbitt Burns was selected after a review of multiple financing proposals from other lenders.  Mr. Lumley has no involvement with this financing and none of his compensation at BMO Nesbitt Burns relates to this program.  In addition, Mr. Lumley is not in a management position at BMO Nesbitt Burns.  The Board also considered the amounts of various fees and interest payable by DTG to BMO Nesbitt Burns.  The Board then applied its categorical standards for independence and determined that DTG’s relationship with BMO Nesbitt Burns was in the ordinary course of business, and that because Mr. Lumley had no involvement in the financing, he would be treated as an independent director of DTG.  The Board also considered Mr. Neu’s interim service as acting Chief Financial Officer during the period from April 1, 2008 through May 23, 2008.  Due to the limited nature and scope of Mr. Neu’s service and consistent with NYSE guidance relating to directors’ service as interim officers of a listed company, the Board concluded that Mr. Neu’s service as acting Chief Financial Officer did not impair his independence.

Meetings and Committees

The Board has established certain standing committees, which are comprised solely of independent directors, to consider designated matters.  These committees of the Board are the Governance Committee, the Audit Committee and the Human Resources and Compensation Committee.  The Board annually selects from its members the members and chairman of each committee.  The following table sets forth the number of Board and committee meetings (including teleconference meetings) held in 2009, the members of each committee and the chairman of each committee:

Director
Board
Governance
Audit
Human Resources
and Compensation
Thomas P. Capo (1)
Chair
X
X
X
Maryann N. Keller
X
 
X
X
Hon. Edward C. Lumley
X
X
X
Chair
Richard W. Neu
X
X
Chair
 
John C. Pope
X
Chair
 
X
Scott L. Thompson
X
     
Edward L. Wax (2)
X
X
X
 
Meetings Held in 2009
14
4
11
5

(1)
Mr. Capo is Chairman of the Board, presiding director, and is an ex-officio member of all Board committees.

(2)
Mr. Wax’s service on the Board ended on May 14, 2009 due to his retirement.
 
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In 2009, each director attended 97% or more of the total of all meetings held by the Board and the committees on which he or she served.

The Board has adopted a Corporate Governance Policy and charters for each of the Board committees.  The Corporate Governance Policy and each committee charter are located on DTG’s website at www.dtag.com under the heading “Corporate Governance.”  DTG will provide, without charge, a copy of the Corporate Governance Policy and any committee charter to any stockholder upon written request.

At each regularly scheduled meeting of the Board, the non-management directors of DTG meet in executive session without members of management present.  These sessions are presided over by the independent Chairman of the Board, Mr. Capo.

Interested parties may communicate with the Chairman of the Board and with the independent directors in the manner described below under “Communications with Stockholders.”

Attendance at Annual Meetings of Stockholders

It is DTG policy that all directors should attend the Annual Meeting of Stockholders unless there are extenuating circumstances.  All of the DTG directors attended the Annual Meeting of Stockholders held on May 14, 2009.

Governance Committee

Independence and Charter

The Governance Committee is as of the date of this Proxy Statement comprised of four independent directors, Messrs. Capo (an ex-officio member), Lumley, Neu and Pope (chairman).  Each of the members is “independent” as defined by DTG policy and NYSE rules and regulations.

The Governance Committee evaluates the organization, function and performance of the Board and its committees, the qualifications for director nominees and matters involving corporate governance.  A more detailed description of the Governance Committee’s duties and responsibilities may be found in its charter adopted by the Board and located on DTG’s website at www.dtag.com under the heading “Corporate Governance.”

Consideration and Evaluation of Director Nominees

The Company has a policy with respect to the consideration of director candidates.  Under the policy, the Governance Committee establishes criteria for director nominees, screens candidates and recommends director nominees who are approved by the full Board.  The Governance Committee will consider director nominees suggested by its members, other directors, stockholders or other sources.  The Governance Committee may also retain a search firm (which may be paid a fee) to identify director candidates.  Director nominations by stockholders may be submitted at the times and in the manner described below under “Stockholder Proposals and Director Nominations for Next Annual Meeting.”

All candidates, including those recommended by stockholders, are evaluated on the same basis in light of their credentials and the needs of the Board and the Company.  The Governance Committee seeks directors with established records of accomplishment in areas relevant to the Company’s strategy and operations and who share characteristics identified in DTG’s Corporate Governance Policy as valuable to a well-functioning Board:  ability to apply independent judgment to a business situation; ability to represent broadly the interests of all of DTG’s stockholders and constituencies; the absence of any conflicts of interest that would interfere with the potential nominee’s loyalty to DTG and its stockholders; practical or academic experience in business, economics, government or the sciences (ideally, 15 or more years of experience including management responsibilities); and time to be an active member of the Board and one or more Board committees.  Under the Company’s policy, the Board takes into account principles of diversity.  While the policy does not prescribe diversity standards, as a matter of practice, the Board considers diversity in the context of the Board as a whole, including with respect to diversity of experience, geographic background, gender, race and age and current affiliations that may offer the Company exposure to contemporary business issues.  Candidates are also evaluated in light of Board policies, such as those relating to director independence and service on other boards, as well as considerations relating to the size and structure of the Board.
 
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Audit Committee

Independence and Charter

The Audit Committee is, as of the date of this Proxy Statement, comprised of four independent directors, Mr. Capo (an ex-officio member), Ms. Keller, Mr. Lumley and Mr. Neu (chairman).  Each of the members is “independent” as defined by DTG policy and NYSE rules and regulations, and each of them is also “financially literate” as required by NYSE rules and regulations.  The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act.

The Audit Committee appoints the Independent Auditors, reviews and approves their fees for audit and non-audit services, and reviews the scope and results of audits performed by the Independent Auditors and by DTG’s internal auditors.  It also reviews corporate compliance matters and reviews the Company’s system of internal accounting controls, its significant accounting policies and its financial statements and related disclosures.  A more detailed description of the Audit Committee’s duties and responsibilities may be found in its charter adopted by the Board and located on DTG’s website at www.dtag.com under the heading “Corporate Governance.”

Audit Committee Financial Experts

The Board has determined that each of Mr. Capo, Ms. Keller and Mr. Neu is an “audit committee financial expert,” as defined by SEC rules.

Human Resources and Compensation Committee

Independence and Charter

The Human Resources and Compensation Committee is, as of the date of this Proxy Statement, comprised of four independent directors, Mr. Capo (an ex-officio member), Ms. Keller, Mr. Lumley (chairman) and Mr. Pope.  Each of the members is “independent” as defined by DTG policy and NYSE rules and regulations.

The Human Resources and Compensation Committee makes recommendations to the Board regarding DTG’s executive compensation program, as well as generally reviewing the human resources area for the Company, including its management development and succession.  As a part of its executive compensation function, it approves salaries, retirement benefits, incentive compensation awards and equity incentive grants for officers and senior executives, as well as corporate goals under performance-based compensation plans.  A more detailed description of the Human Resources and Compensation Committee’s duties and responsibilities may be found in its charter adopted by the Board and located on DTG’s website at www.dtag.com under the heading “Corporate Governance.”

Processes and Procedures for Consideration and Determination of Executive and Director Compensation

The Human Resources and Compensation Committee annually reviews the performance of all officers.  Executive officers also contribute to this review process by discussing executive performance with the Human Resources and Compensation Committee as requested.  The Human Resources and Compensation Committee makes all decisions regarding cash and equity awards for all officers of the Company after consultation with the other independent directors.  The Human Resources and Compensation Committee also reviews the performance and pay of the Chief Executive Officer and discusses its review with the Board.  As part of its compensation reviews, the Human Resources and Compensation Committee may use data obtained by Towers Watson, its independent compensation consultant.  The independent compensation consultant is engaged directly by the Human Resources and Compensation Committee and, in general, compiles information for, and makes presentations to, the Human Resources and Compensation Committee, and reviews compensation plans proposed by DTG.  It should be noted that the Risk and Financial Services Group of Towers Watson, performs separate work for DTG in relation to the valuation of insurance reserves.  
 
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This relationship and the work performed by the Risk and Financial Services Group are unrelated to the work performed by Towers Watson at the request of the Human Resources and Compensation Committee and, therefore, the Human Resources and Compensation Committee has determined that Towers Watson is independent with regard to its compensation consulting.  Further, all Towers Watson work for DTG must be pre-approved by the Human Resources and Compensation Committee.

The Human Resources and Compensation Committee also reviews the compensation for the Board and its committees.  In recommending such compensation to the Board, the Human Resources and Compensation Committee utilizes data furnished by Towers Watson.

The agenda for meetings of the Human Resources and Compensation Committee is determined by its Chairman with the assistance of the Chairman of the Board, Chief Executive Officer and Vice President-Human Resources.  Such meetings are regularly attended by the Chief Executive Officer and the Vice President-Human Resources.  At each meeting, the Human Resources and Compensation Committee also meets in executive session.  The Chairman of the Human Resources and Compensation Committee reports the committee’s recommendations on executive compensation to the Board.  Independent advisers and DTG’s human resources department support the Human Resources and Compensation Committee in its duties and such department may be delegated authority to fulfill certain administrative duties regarding the Company’s compensation programs.  The Human Resources and Compensation Committee has authority under its charter to retain, approve fees for and terminate consulting firms as it deems necessary to assist in the fulfillment of its responsibilities.

Compensation Committee Interlocks and Insider Participation

Directors Thomas P. Capo (ex-officio), Maryann N. Keller, Edward C. Lumley and John C. Pope served as members of the Human Resources and Compensation Committee in 2009.  None of the foregoing directors has ever been an officer or employee of DTG or has had any relationship requiring disclosure by DTG as a related party transaction.

Report of Audit Committee

Meetings With Management, Internal Auditors and Independent Auditors

The Audit Committee reviewed and discussed the audited financial statements and effectiveness of internal controls with management, internal auditors and the Independent Auditors, Deloitte & Touche LLP.  Based on these discussions and its other work, the Audit Committee recommended that the Board include the audited consolidated financial statements in DTG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

The Audit Committee also has met and held discussions with management, internal auditors and the Independent Auditors regarding various topics in addition to matters related to financial statements.

The discussions with Deloitte & Touche LLP also included the matters required by the Statement on Auditing Standards No. 114, The Auditor’s Communication with Those Charged with Governance.

In addition, Deloitte & Touche LLP has provided to the Audit Committee the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the firm’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed the firm’s independence with the firm.
 
17
 
 
Responsibility

The Audit Committee is not responsible for either the preparation of the financial statements or the auditing of the financial statements.  Management has the responsibility for preparing the financial statements and implementing, maintaining and evaluating the effectiveness of internal controls and the Independent Auditors have the responsibility for auditing financial statements and evaluating the effectiveness of the internal controls.  The Audit Committee has relied, without independent verification, on management’s representation that the financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted in the United States of America and on the representations of the Independent Auditors included in their report on DTG’s financial statements.

THE AUDIT COMMITTEE



Richard W. Neu, Chairman
Thomas P. Capo, ex-officio
Maryann N. Keller
Edward C. Lumley


March  24, 2010
 
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Compensation

Board Compensation has historically consisted of a combination of cash, equity grants and vehicle privileges.  During 2008 and 2009, the target value of the total independent director compensation was significantly lower than in prior years due to the declining Share price and the elimination of one of the two vehicles provided to the directors for their personal use.  As is more particularly discussed below, the director compensation for 2010 was modified to reflect current market practice, including the elimination of meeting fees and the vehicles provided to the directors for their personal use.

Board Meeting Fees, Committee Meeting Fees and Retainers

In 2009, the independent directors were each paid an annual board retainer of $35,000, in quarterly installments of $8,750.  They were also paid an attendance fee of $1,000 for each meeting of the Board and for each meeting of a Board committee of which they are members.  The foregoing payments were required to be paid in Common Stock until the director met DTG’s stock ownership guidelines described below.  Upon meeting the guidelines, directors were able to receive remaining payments in their choice of cash or Common Stock.  All current directors have met DTG’s stock ownership guidelines.

In addition to the annual retainer and meeting fees described above, the Governance Committee chairman was paid an annual retainer of $5,000, in quarterly cash installments of $1,250.  The Human Resources and Compensation Committee chairman was paid an annual retainer of $7,500, in quarterly cash installments of $1,875.  The Audit Committee chairman was paid an annual retainer of $10,000, in quarterly cash installments of $2,500.  Mr. Capo is the non-executive Chairman of the Board.  Mr. Capo’s compensation for services rendered as Chairman was $150,000 for the fiscal year ended December 31, 2009.

Effective as of January 1, 2010, the annual compensation program for independent directors provides that for each fiscal year of service, each independent director will receive an annual retainer of $60,000 in the form of cash, paid in quarterly installments of $15,000 each, and $90,000 in the form of equity compensation, discussed below.   The Company will no longer pay separate meetings fees but will continue to pay chairman fees as discussed above.  The new compensation program was approved by our directors on January 27, 2010 on the recommendations of the Human Resources and Compensation Committee following its annual independent director compensation review required by its charter and the Company’s Corporate Governance Policy.

Directors were permitted to elect in advance to defer all or any portion of their compensation that was to be paid in Common Stock.

Restricted Stock Grants

On January 29, 2009, each independent director was granted 28,455 Restricted Stock Units under the Plan having an aggregate grant date fair value of $35,000, with the exception of Mr. Wax, who was granted 10,447 Restricted Stock Units having an aggregate grant date fair value of $12,850, in anticipation of his retirement from the Board.  The number of Restricted Stock Units granted was calculated on the basis of the closing price per Share on the day of the grant ($1.23).  The Restricted Stock Units vested on December 31, 2009, with the exception of the grant to Mr. Wax, which vested on May 14, 2009.  Beginning in 2010, each independent director will receive a retainer in the form of Restricted Stock Units with a grant date fair value of $90,000 in addition to the cash retainer discussed above.  Accordingly, on January 27, 2010, each independent director was granted 3,560 Restricted Stock Units having an aggregate grant date fair value of $90,000 and which will vest on December 31, 2010.

Prior to 2010, directors were permitted to elect in advance to receive payment of the Restricted Stock Units on the date of vesting either in cash or Common Stock.  Effective January 2010, Restricted Stock Units will be settled exclusively in Common Stock.

Other

In 2009, DTG made available to each independent director one vehicle for personal use while serving as a director of DTG, including the cost of routine maintenance, tags and insurance coverage.  Effective January 1, 2010, this benefit was eliminated.  DTG will continue its policy of furnishing rental cars for short-term use for product and service evaluation to each director.  In the event of a change in control of DTG or retirement from the Board with five years or more of service, each director is permitted the use of rental cars for product and service evaluation for the life of the director.
 
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No Employee Director Compensation or Benefits

DTG does not pay compensation or provide benefits for service to any director solely in such capacity who is also an officer or employee of the Company, except that Mr. Thompson, as a director, is entitled to the use of rental cars for product and service evaluation for life if he retires from the Board with five or more years of service or following a change in control of DTG.

Director Compensation Table

The following table provides certain summary information concerning compensation of the independent directors for the fiscal year ended December 31, 2009:

2009 DIRECTOR COMPENSATION

Name
 
 
 
 
 
 
 
(a)
 
Fees Earned
or Paid in
Cash
($)
 
 
 
 
(b)
   
Stock Awards
($)
 
 
 
 
 
 
(c)(1)
 
Option
Awards
($)
 
 
 
 
 
(d)(2)
 
Non-Equity
Incentive Plan
Compensation
($)
 
 
 
 
(e)
 
Change in
Pension Value
and Nonqualified Deferred Compensation Earnings
($)
 
(f)
All Other
Compensation
($)
 
 
 
 
 
(g)(3)
 
Total
($)
 
 
 
 
 
 
(h)
 
Thomas P. Capo
    219,000       35,000       --       --       --       17,407       271,407  
Maryann N. Keller
    63,000       35,000       --       --       --       21,358       119,358  
The Hon. Edward C. Lumley
    70,500       35,000       --       --       --       25,757       131,257  
Richard W. Neu
    69,000       35,000       --       --       --       3,152       107,152  
John C. Pope
    63,000       35,000       --       --       --       13,154       111,154  
Edward L. Wax
    28,981       12,850       --       --       --       14,129       55,960  
 
 
(1)
The amount shown in column (c) for each director reflects the grant date fair value attributable to the Restricted Stock Unit awards (28,455 Restricted Stock Units for each independent director except Mr. Wax, who was awarded 10,447 Restricted Stock Units in anticipation of his retirement) in accordance with Accounting Standards Codification Topic 718, “Compensation – Stock Compensation” (“ASC 718”).  The grant date fair value was determined as of the grant date of January 29, 2009, based on a closing Share price of $1.23.  As a result of the substantial increase in the price of the Shares as a result of the Company’s performance in 2009 (an approximately 2,250% Share price increase during calendar year 2009), the value of the Restricted Stock Units awarded to each director on the vesting date of December 31, 2009 was $728,733 (or $46,385 on May 14, 2009, the vesting date for Mr. Wax) based on the closing Share price of $25.61 (or $4.44 in the case of Mr. Wax).  As permitted by the Company’s policy, and based on the elections made in 2008, Messrs. Neu and Lumley received cash in lieu of Shares for such Restricted Stock Units.
 
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(2)
Since May 2002, no independent director has been awarded Option Rights.  As of December 31, 2009, the amount of outstanding Option Rights that are fully vested but not yet exercised by the current directors were as follows:  (a) Mr. Lumley (15,000) and (b) Mr. Pope (15,000).  As of the date of his retirement, Mr. Wax had 15,000 Option Rights that were fully vested but not exercised.

 
(3)
The amount shown in column (g) for each director reflects the aggregate incremental cost to the Company attributable to the personal use by each director of one vehicle, including the cost of the lease, and the costs of routine maintenance, tags and insurance coverage.  The cost of a vehicle to the Company is determined by using its annual lease value.  For a vehicle provided to a director for only part of the year, the annual lease value is prorated for the number of days of use.  This personal vehicle use benefit was discontinued for all independent directors on December 31, 2009.
 
 
Stock Ownership Guidelines

The Company’s current stock ownership guidelines require each independent director of DTG to hold at least 20,000 Shares.  Directors are generally given five years from commencing service on the Board to meet the stock ownership guidelines.  All of the current independent directors meet or exceed these guidelines.

Leadership Structure of the Board

Mr. Capo, a non-employee independent director, has served as DTG’s Chairman of the Board since 2003, while Mr. Thompson serves as our Chief Executive Officer and President.  Separating these positions allows our Chief Executive Officer to focus on our day-to-day business, while allowing the Chairman of the Board to lead the board in its fundamental role of providing advice to, and independent oversight of, management. The Board recognizes the time, effort and energy that the Chief Executive Officer is required to devote to his position in the current business environment, as well as the commitment required to serve as our Chairman.  While DTG’s By-laws and Corporate Governance Policy do not require that our Chairman and Chief Executive Officer positions be separate, the Board believes that having separate positions and having an independent director serve as Chairman of the Board is the appropriate leadership structure for the Company at this time and demonstrates the Company’s commitment to good corporate governance.

Board’s Role in Risk Oversight

The Board as a whole has responsibility for risk oversight, with reviews of certain risks and exposures being delegated as described below to Board committees that report on their deliberations to the full Board.  The oversight responsibility of the Board and its committees is supported by management reporting processes that are designed to surface key risk exposures and assist the Board in evaluating them in light of the Company’s overall risk profile and in assessing the scope and effectiveness of risk management and mitigation initiatives.  The Audit Committee plays a principal role in evaluating the process by which the Board and its committees exercise their oversight responsibilities with respect to risk.  The Board believes that its leadership structure, which includes a non-executive chairman, facilitates an independent assessment of the Company’s risk profile and major risk exposures.

The Board’s oversight focuses on four principal areas of risk:  strategic; financial; operational; and compliance and regulatory.  The Board annually conducts an in-depth review of the business, which addresses strategic and other key risks that could materially affect execution of the Company’s plans.  This review is supplemented throughout the year with regular management presentations that highlight material risks and exposures and related initiatives.  In addition, the Board and its committees have, as needed or appropriate, executive sessions with management personnel responsible for certain areas of risk.  For example, the head of internal audit and the Chief Financial Officer each meet separately with the Audit Committee periodically, without any other management personnel present.
 
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Oversight of risks directly relating to the responsibilities of the Board’s committees is undertaken at the committee level.  The allocation of risk oversight among the Board’s committees is as follows:

   
Audit Committee
Risks and exposures associated with financial matters, particularly credit and liquidity matters, financial reporting, accounting, tax, internal control over financial reporting and ethics matters.
   
Governance Committee
Risks and exposures relating to corporate compliance, legal and regulatory matters.
   
Human Resources and
Compensation Committee
Risks and exposures associated with the Company’s compensation programs and arrangements, leadership development and management succession planning.
 


Communications with Stockholders

Stockholders may send communications to the Board, or to any individual director or the non-management or independent directors as a group.  Such communications should be addressed to the Secretary at Dollar Thrifty Automotive Group, Inc., 5330 East 31st Street, Tulsa, Oklahoma 74135.  All such communications received by the Secretary will be forwarded to the Chairman of the Board and to the Chief Executive Officer.  The Secretary and the Chairman of the Board will review the communications and determine whether or not it is appropriate to forward the communications to the Board or any director or group of directors.



EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

2009 Overview

After an extremely difficult year in 2008, the Company faced unprecedented challenges as it began 2009, including:

 
·
the potential bankruptcy of what had historically been the Company’s largest supplier of vehicles and the most significant debtor to the Company;
 
·
the recessionary economic environment, which severely depressed consumer demand in the travel industry, as well as continued constrained credit markets;
 
·
a potential liquidity crisis resulting from the Company’s inability to comply with covenants under its senior secured credit facilities and its inability to access credit markets, particularly the asset backed securitization market;
 
·
the potential bankruptcy of one or more of the monoline or bond insurers that provide credit support for the Company’s asset backed medium term notes, which, if such bankruptcy had occurred, could have triggered an early amortization of the Company’s obligations under the notes, requiring a more rapid repayment; and
 
·
potential delisting from the NYSE due to the Company’s depressed Share price and its inability to meet the minimum listing standards as a result.

Given these circumstances, management of the Company was required to execute a business plan that involved stabilizing the Company’s operations in a depressed operating environment, while at the same time working to maximize liquidity in order to survive the economic downturn and position the Company for future success.
 
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The Human Resources and Compensation Committee determined that it would need to take extraordinary measures in 2009 in order to ensure the engagement and continuity of the newly retained management team as they addressed the significant issues facing the Company.  The Company implemented a two-pronged program for the named executive officers that (i) modified the cash bonus plan established in October 2008 to provide both retentive and performance components and (ii) provided the named executive officers with special equity grants vesting over three years to align their interests with the interests of our stockholders.  The retention element of the cash bonus plan provided the named executive officers with the ability to earn a guaranteed portion of the regular annual cash bonus if they remained employed by the Company through December 31, 2009, as their continued employment was deemed essential to the successful turnaround of the Company, particularly in light of the significant reduction in the number of officers in the fourth quarter of 2008.  The performance component of the cash bonus plan was designed to provide additional incentive compensation in excess of the retention bonus payments in the event the Company was able to exceed certain financial targets, with such performance bonuses capped at a pre-determined level.

While the Human Resources and Compensation Committee took the above actions to reward positive short- and long-term performance, the committee also chose not to increase base pay for named executive officers in 2009.

Management of the Company believes that it successfully executed its plan to navigate through the economic downturn while positioning the Company for long-term prosperity.  The Company streamlined its operations and returned them to profitability through a number of key initiatives including improvements in revenue and fleet management processes, cost reduction and cost efficiency initiatives, re-franchising of non-strategic locations and performance management initiatives in the area of personnel management.  As a result of these initiatives, the Company was able to generate a corporate earnings before interest, taxes, depreciation and amortization (“Corporate Adjusted EBITDA”) of $99.4 million in 2009, a $101.7 million improvement from the $2.3 million loss reported in 2008.  In addition to these operating performance improvements, the Company was able to diversify its fleet investment for the first time in the Company’s history, reducing its dependence on Chrysler, by executing vehicle supply agreements with General Motors, Ford Motor Company and Nissan.  The Company favorably resolved its credit facility issues during 2009, and as a result of the significant recovery in its Share price, was able to recapitalize the Company in the fourth quarter of 2009 through a successful secondary equity offering, raising an additional $120 million of capital.  The Company ended 2009 with profitable operations, substantial liquidity and a Share price that had improved from $1.09 on December 31, 2008 to $25.61 on December 31, 2009, an increase of approximately 2,250%.

As a result of the Company significantly exceeding the financial targets under the cash incentive plan for 2009, the named executive officers were paid cash bonuses at the maximum amounts determined under the plan.  In addition, the Human Resources and Compensation Committee believes that the grants of Option Rights made in May 2009 provided, and continue to provide, a strong incentive to improve the Company’s Share price.  The resulting value of the Option Rights reflects the Company’s improved Share price and return to stockholders during 2009.

In the aggregate, the Human Resources and Compensation Committee believes that the actions taken in 2009 were necessary in light of the existing business conditions, that the retention and engagement of the remaining management team through these actions helped position the Company for future success, and that the actions were a key factor in driving the superior return to stockholders realized during 2009.

Objectives of Compensation Program

The Human Resources and Compensation Committee is guided by the following key objectives in determining the compensation of the Company’s executives (Staff Vice President level and higher employees):
 
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Competitive Pay

Compensation should reflect the competitive marketplace so that the Company can attract, retain and motivate high-caliber executives.  However, in light of the challenging period facing the Company in 2009, the Human Resources and Compensation Committee did not engage or commission the preparation of compensation data for benchmarking or other purposes.  In 2009, base salaries of the officers and the percentage for individual awards under the cash incentive plan were not adjusted, and the incentive compensation plan was determined based solely on considerations of management retention, individual performance and Company performance, and not on any benchmarking data.

Accountability for Business Performance

Compensation should be tied largely to overall Company financial and operating performance, so that executives are held accountable through their compensation for achievement of Company financial and operating results.

Accountability for Individual Performance

Compensation should also be tied to the individual’s performance to encourage and reflect individual contributions to the Company’s performance.

Alignment with Stockholder Interests

Compensation should reflect DTG’s Common Stock performance through equity-based incentives, such as Performance Shares, Performance Units, Restricted Stock, Restricted Stock Units and Option Rights, to align the interests of executives with those of the DTG’s stockholders.

Design and Risk Mitigation

DTG’s executive compensation program is designed to clearly and fairly relate pay to performance, with the objective of creating long-term stockholder value.  DTG’s executive compensation program is also designed to match pay practices with corporate goals.  Each year, the Human Resources and Compensation Committee establishes annual cash incentive award levels and considers the grant of long-term equity incentive compensation awards under the Plan.  At the end of each year, the Human Resources and Compensation Committee conducts a full review of the elements of compensation and compares those elements to DTG’s key objectives.

A primary objective of DTG’s executive compensation-program is to encourage and reward performance by the executives, including the named executive officers, that meets or exceeds our financial and operational performance goals, without encouraging the taking of excessive risks that could be detrimental to the interests of DTG’s stockholders.  Further, the Company strives to develop overall compensation packages that include a variety of short- and long-term awards, as well as a balanced mix of cash and equity incentives.  Performance targets for our performance-based awards, whether cash or equity, are established to encourage the executives, including the named executive officers, to maximize DTG’s performance over the long-term, as opposed to focusing on short-term profits.

The Human Resources and Compensation Committee believes that the compensation decisions for 2009 were aligned with these objectives.

Participants in Compensation Decisions

The following table identifies the various individuals and groups who participate in decision making for DTG’s executive compensation program and their duties in 2009 in connection with such participation.
 
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Participant
 
 
Duties
 
Human Resources and Compensation
Committee
 
·
 
 
 
·
 
 
·
 
 
·
 
Reviewed the performance of the Chief Executive Officer, the other
named executive officers and other select members of the executive
group
 
Approved the compensation of the Chief Executive Officer and
discussed its review with the Board
 
Made all decisions regarding cash and equity award plans for
executives after consultation with other independent directors
 
Consulted with Towers Watson, its independent compensation
consultant, as a part of all compensation reviews
 
 
Chief Executive Officer
 
 
·
 
Contributed to the review process of select members of the executive
group
 
 
Towers Watson
 
·
 
 
·
 
 
 
·
 
·
 
Worked directly for the Human Resources and Compensation
Committee
 
Reviewed the Company’s compensation programs, including
whether the Company’s compensation programs are reasonably
likely to have a materially adverse effect on the Company
 
Reviewed all presentation materials developed by DTG management
 
Consulted with, asked questions of and provided comments to DTG
management and the Human Resources and Compensation
Committee regarding all compensation plans, presentations,
proposed actions, documents and related materials
 
 
Vice President, Human Resources
 
·
 
Based on approval of the Human Resources and Compensation
Committee, prepared recommendations for cash and equity awards
for review by Towers Watson
 

Comparative Data and Benchmarking

Due to the difficult year in 2008 and the challenges facing the Company in 2009 as discussed previously under the heading of “2009 Overview,” the Human Resources and Compensation Committee determined that the salaries and target annual bonus opportunities for the named executive officers would not be adjusted.  The grant date value of the option awards made in 2009 was significantly less than the value of previous long-term incentive awards due to the decline in DTG’s Share price.  Given these factors, no market pay data against which to compare was prepared for, or reviewed by, the Human Resources and Compensation Committee, and the Human Resources and Compensation Committee did not engage in external benchmarking with respect to any element of executive compensation.
 
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Internal Pay Equity

Compensation levels are based on competitive considerations, individual performance over time, overall financial results and job duties and responsibilities.  Accordingly, Mr. Thompson has the highest compensation among the named executive officers.  Messrs. Anderson, Buster and Morris and Ms. Vaniman, each an Executive Vice President, have similar compensation opportunities according to their responsibilities.  Our Human Resources and Compensation Committee believes that this similar compensation opportunity among our Executive Vice Presidents encourages their collaboration, support and team effort, and is consistent with the Company’s overall compensation philosophy.

General Information Regarding Elements of Compensation

The Company’s executive compensation objectives are achieved through five elements: base salary, cash incentive compensation, long-term incentive compensation, retirement benefits and other compensation (including perquisites).  In 2009, DTG used these elements of compensation to create an overall executive compensation program that included no salary increases, and focused on short-term incentives in the form of cash incentive compensation and long-term incentives in the form of Option Rights.  DTG believes the use of these various compensation elements provides the proper balance between short- and long-term performance equity and cash compensation, financial and market metrics, and corporate and individual results, ultimately leading to a strong alignment of the long-term interests of executives with the long-term interests of stockholders.  There is no pre-defined allocation of value between short- and long-term pay or cash and equity compensation, but decisions are made with a focus on the majority of compensation being long term and performance based.

Discussion of Elements of Compensation

Base Salary

As previously discussed, no market salary data was requested or reviewed by the Human Resources and Compensation Committee for 2009, and the base salaries of the named executive officers were not increased in 2009.

2009 Cash Incentive Compensation

1.           Cash Incentive Plan
 
For 2009, DTG established a cash incentive plan for executives (the “Cash Incentive Plan”), including the named executive officers, based on the Company’s Corporate Adjusted EBITDA.  With 2008 Corporate Adjusted EBITDA being recorded as a $2.3 million loss, the Cash Incentive Plan set forth a minimum Corporate Adjusted EBITDA of $27.5 million, which had to be obtained prior to any payment under the plan.  The Cash Incentive Plan also set forth a target Corporate Adjusted EBITDA level of $45.6 million, which, if achieved, would result in 100% payout of the target award, and a cap on the amount (150% of target) that could be paid at $69.2 million Corporate Adjusted EBITDA, regardless of the actual growth of the Company’s Corporate Adjusted EBITDA.

While a Corporate Adjusted EBITDA-based plan is sufficient for establishment of the cash incentive compensation, the actual compensation awards for the named executive officers are determined at the discretion of, and subject to adjustment by, the Human Resources and Compensation Committee.  The cash incentive compensation is allocated to executive participants based on individual award levels and adjusted to reflect individual performance prior to the award being finalized, if appropriate.  The target award levels differ by participant based on the responsibilities of the positions held by each such participant.  In addition, the annual incentive compensation plan includes a mechanism for recovery of awards where a participant engages in certain detrimental activities, including competing with DTG, solicitation of employees for other employment, disclosure of confidential information, activity that results in termination for cause, any conduct determined to be harmful to the DTG or conduct that causes the need for restatement of any financial statements or financial results of DTG.
 
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The Cash Incentive Plan resulted in the payment to the named executive officers of the maximum payment potential of 150% of the target award due to the Company’s Corporate Adjusted EBITDA performance of $99.4 million.

Corporate Adjusted EBITDA is not defined under GAAP and should not be considered as an alternative measure of the Company’s net income, operating performance, cash flow or liquidity.  The Company believes Corporate Adjusted EBITDA is important as it provides investors with a supplemental measure of the Company’s liquidity by adjusting earnings to exclude non-cash items.  Corporate Adjusted EBITDA amounts may not be comparable to similar measures disclosed by other companies.  For a further discussion of Corporate Adjusted EBITDA and a reconciliation of Corporate Adjusted EBITDA to the most directly comparable GAAP financial measure, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Use of Non-GAAP Measures For Measuring Results” in DTG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, as filed with the SEC.

2.           Retention Plan

In October 2008, in response to challenging market conditions and significant internal restructuring at the executive level and below, DTG adopted a retention bonus plan (the “Retention Plan”) pursuant to which selected employees, including the named executive officers, had the opportunity to earn a cash bonus based on a percentage of the executive’s base salary if the executive remained continuously employed by the Company through December 31, 2009.  The Retention Plan also provided that each named executive officer was only eligible to receive the greater of his or her retention bonus under the Retention Plan or the bonus he or she earned under the Cash Incentive Plan described above.  Since the Cash Incentive Plan awards exceeded those under the Retention Plan, no Retention Plan bonuses were paid to the named executive officers or any other employees of the Company.

Long-Term Incentive Compensation

DTG provides the named executive officers with long-term incentive compensation pursuant to the Plan.  The Plan is intended to primarily provide equity-based incentives to executives and directors of the Company that serve to align their interests with those of stockholders.  DTG adopted the Plan to encourage participants to focus on long-term Company performance and to provide an opportunity for executive officers and certain designated key employees to increase their stake in the Company through grants of equity and equity-based compensation.  Pursuant to the Plan, the Human Resources and Compensation Committee has the discretion to grant Option Rights, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units and other equity and equity-based awards.

1.  Options and Restricted Stock Units

The Human Resources and Compensation Committee deemed it essential that management interests be aligned with the interests of DTG stockholders and that it was necessary to take actions to ensure the continuity of the newly retained management team during the challenging period the Company was facing during 2009.  In May 2009, the Company requested that the stockholders approve the addition of 1,300,000 Shares to the Plan.  Upon stockholder approval given at the annual meeting, the Human Resources and Compensation Committee granted most of the additional Shares to the executives of the Company, including the named executive officers.  These awards were granted to provide greater incentive to create value for all stockholders, recognize the management transition and provide incentive to the newly retained management team to remain in place through the restructuring process.  The Option Rights awarded in May 2009 were at fair market value on the grant date and vest over three years as follows:  20% on each of the first and second anniversaries of the grant date, and 60% on the third anniversary of the grant date.  As part of the approval process, and to address potential stockholder concerns regarding the dilutive impact of the equity grants, the Board committed to the stockholders that for the three years commencing January 1, 2009, it would not award grants greater than 3.18% of the average number of Shares it believes will be outstanding over such three-year period.  In addition to Option Rights, Mr. Thompson was awarded 50,000 Restricted Stock Units in 2009, which vest over three years in the same proportion as the grants of Option Rights discussed above.  The Restricted Stock Units were granted to recognize limitations on the number of Option Rights that could be provided to Mr. Thompson under the terms of the Plan.
 
27
 
 
2.  Performance Shares

In 2007, target Performance Shares were granted under the Plan to executives including the named executive officers, other than Messrs. Thompson and Buster (who were not employed by DTG on the grant date) relating to the 2007-2009 Performance Period.  The management objectives used to determine the number of Performance Shares ultimately earned for the 2007-2009 Performance Period were (a) DTG’s total shareholder return (“TSR”) performance compared to companies included in the Russell 2000 Index during the Performance Period, (b) increasing non-airport revenue, (c) maintaining market share at the top 100 U.S. airports, (d) providing consistent customer service as measured by an internal customer dissatisfaction index metric (“CDI”) and (e) increasing customer retention as measured by an internal customer retention index (“CRI”) metric.  The management objectives are calculated as follows:

           (a)           The TSR award (a market-based condition) is determined by DTG’s TSR results versus certain companies which are in and remain in the Russell 2000 Index during the Performance Period.  The TSR for each company is calculated by using the average stock price for the trading days in December 2009, plus any dividends paid, and then dividing by the average stock price for the trading days in December 2006.

           (b)           The non-airport revenue growth award is determined by revenue growth  set in the 5-year business plan pertaining to the Performance Period.

           (c)           The market share goal award is based on a measurement year beginning on October 1 and ending on September 30, and uses the cumulative revenues of the Dollar brand and the Thrifty brand compared to total revenues at the applicable airports.

           (d)           The CDI target is to achieve a rating of no more than 5.5 in 18 calendar months during the Performance Period.

           (e)           The CRI goal is to increase the number of customers likely to rent from the Company by 15% from the base year CRI of 53.5%.

If the TSR calculations result in a payout of 0%, then the payment for all metrics will be 0%.  If the TSR calculations result in a payout greater than 0%, then the five award percentages computed above are added together to form the final adjustment factor, which will be applied to the grant of Performance Shares to arrive at the actual number of Shares to be issued.

Based on the results of the objectives for the 2007-2009 Performance Period, 71.8% of the established Target Performance Shares were awarded to the executives in the Plan, including Mr. Anderson (7,325 Shares), Mr. Morris (3,231 Shares) and Ms. Vaniman (5,027 Shares).  All remaining Target Performance Shares of such individuals were forfeited.  The table below shows the calculations behind the payout discussed above.
 
28
 
 
Measurements
 
Threshold
         
Target
   
Maximum
 
 
                               
Total Shareholder Return - 50% of Payout
                             
                               
Percentile in Russell 2000
 
20th
   
35th
   
50th
   
65th
   
80th
 
                               
Common Stock Earned (% of Target)
   0%      25%      50%      75%      100%  
                                         
  Performance of 1,512 remaining Russell 2000
   -70.6%      -53.0%      -36.0%      -20.2%      0.5%  
                                         
DTG Return
            -47.6%                          
DTG Payout
            33.0%                          
 
Non-Airport Revenue Growth - 10% of Payout ($ in millions)
                                 
                                         
Revenue Growth % (Business Plan)
 
80% BP
   
90% BP
   
100% BP
   
110% BP
   
120% BP
 
Revenue Growth $
  $70.25     $79.03     $87.81     $96.59     $105.37  
                                         
Common Stock Earned(% of Target)
   0%      5%      10%      15%      20%  
                                         
DTG Net Growth
  $27.06                                  
DTG Payout
   0%                                  
 
Market Share Growth - 20% of Payout
                                       
                                         
Market Share Growth %
   -0.50%      -0.25%      0%      1%      2%  
Market Share Target
   12.36%      12.46%      12.55%      12.93%      13.32%  
                                         
Common Stock Earned(% of Target)
   0%      10%      20%      30%      40%  
                                         
DTG Actual Mkt Share
                    12.79%                  
DTG Payout
                    26.30%                  
 
Customer Dissatisfaction Index - 10% of Payout
                                       
                                         
                                         
  Months with CDI less than or equal to 5.5
   6      12      18       24      30  
                                         
Common Stock Earned (% of Target)
   0%      5%      10%       15 %    20%  
                                         
Actual Months <= 5.5
                    21                  
DTG Payout
                 12.5 %                
 
Customer Retention Index - 10% of Payout
                                       
                                         
CRI %
   53.50%      57.25%      61.00%      62.50 %    64.00%  
                                         
Common Stock Earned (% of Target)
   0%      5%      10%      15 %    20%  
                                         
2009 Performance Avg
   48.70%                                  
DTG Payout
   0%                                  
 
Total Payout
   71.8%                                  
                                         

Performance Units granted to our named executive officers in 2008 in respect of the 2008-2010 Performance Period also continue to remain outstanding.  There is no Performance Share Plan for the 2009-2011 Performance Period.
 
29
 
 
Supplemental Retirement

Effective January 1, 2009, DTG adopted a deferred compensation plan (the “2009 Deferred Compensation Plan”) to (i) replace certain existing deferred compensation arrangements that had not been funded since 2006 and (ii) provide a more streamlined approach, with lower administrative costs, that permits the Company’s executives, including the named executive officers, to participate in the same deferred compensation plan.  The 2009 Deferred Compensation Plan is intended to provide an equitable program for retirement income and retention for executives of the Company, including the named executive officers, and provides for an aggregate annual contribution by the Company in respect of each participant of an amount equal to 15% of the executive’s base salary, contributed in quarterly installments.  All contributions by the Company are immediately 100% vested.
 
DTG has established a single non-qualified trust to provide a source of payment for benefits under the 2009 Deferred Compensation Plan.  Separate accounts are maintained for each participant of the 2009 Deferred Compensation Plan and the Bank of Oklahoma, N.A., is the trustee.

Other

As of March 31, 2009, DTG eliminated personal car usage privileges for its executives, and instead provides car allowances, resulting in a reduction in expenses such as potential loss expense, insurance, maintenance and vehicle license costs.

         Change in Control Arrangements

            There are no employment contracts or non-compete agreements with any officer, including the named executive officers.  DTG has entered into a change in control agreement with Mr. Thompson (the “Employment Continuation Agreement”) as well as a change in control plan for other executive officers, including the other named executive officers (the “Employment Continuation Plan”).  The Employment Continuation Agreement and the Employment Continuation Plan are designed to promote stability and continuity of executives in the event of a transition in corporate control.  Information regarding applicable payments under such Employment Continuation Agreement and Employment Continuation Plan for the named executive officers is provided below under the heading “Potential Payments Upon Termination or Change in Control.”  The Company believes these agreements are in line with typical market practice and provide value to the stockholders.

Impact of Accounting and Tax Treatment on Compensation

Accounting Treatment

The Human Resources and Compensation Committee is aware of the accounting treatment accorded to DTG’s compensation program.  However, the treatment has not been a significant factor in such compensation program or in the decisions of the Human Resources and Compensation Committee concerning the amount or type of compensation.

Section 162(m) of the Code

Pursuant to Section 162(m) of the Code, publicly-held corporations are prohibited from deducting compensation paid to the named executive officers, as of the end of the fiscal year, in excess of $1 million, unless the compensation is “performance-based.”  Generally, it is the Human Resources and Compensation Committee’s policy that the long-term incentive compensation paid to executive officers qualify for deductibility to the extent not inconsistent with DTG’s fundamental compensation policies.  In furtherance of this policy, the Company has in the past, and is requesting this year, that the stockholders re-approve the performance measures that may be used under the Plan in future years to satisfy the performance-based compensation requirements of Section 162(m) of the Code.

With respect to the annual bonus plan, in recent years the Company has determined that its need for flexibility in designing an effective compensation plan to meet our objectives and to respond quickly to marketplace needs has outweighed its need to maximize the deductibility of its annual compensation.  The Human Resources and Compensation Committee will review this policy from time to time.
 
30
 
 
Common Stock Ownership Guidelines

DTG maintains Common Stock ownership guidelines to more closely align the interests of executives, including the named executive officers, with those of stockholders, ranging from one half of the annual base salary for the most junior executives to five times the annual base salary for the Chief Executive Officer if he or she is also serving as a director.  Generally, each executive has five years from the later of (i) the date of hire and (ii) the date of promotion within which to attain the ownership guidelines set for his or her position.
 
As of the date of this Proxy Statement, each named executive officer is in compliance with the Common Stock ownership guidelines.

Compensation Committee Report

The Human Resources and Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Human Resources and Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

THE HUMAN RESOURCES AND
COMPENSATION COMMITTEE



Hon. Edward C. Lumley, Chairman
Thomas P. Capo, ex-officio
Maryann N. Keller
John C. Pope


March  24, 2010
 
31
 
 
Summary Compensation Table

The following table provides certain summary information concerning compensation of DTG’s Chief Executive Officer and each of the other named executive officers of DTG for the fiscal year ended December 31, 2009.


2009 SUMMARY COMPENSATION TABLE

Name and Principal
Position
 
 
 
 
 
 
 
 
Year
 
 
 
 
 
 
 
 
   
Salary
($)
 
 
 
 
 
 
 
   
Bonus
($)
 
 
 
 
 
 
 
   
Stock Awards
($)
 
 
 
 
 
 
 
   
Option Awards
($)
 
 
 
 
 
 
 
   
Non-Equity Incentive Plan Compensation
($)
 
 
 
 
 
   
Change in Pension
Value and
Non-Qualified Deferred Compensation Earnings
($)
   
All Other Compensation
($)
 
 
 
 
 
 
   
Total
($)
 
 
 
 
 
 
 
 
(a)
 
 
(b)
 
   
(c)
 
   
(d)
 
   
(e)(1)
 
   
 (f)(1)
 
   
 (g)(2)
 
   
(h)
 
   
(i)(3)
 
   
(j)
 
 
Scott L. Thompson,
Chief Executive
Officer, President
and Director
 
 
2009
 
2008
   
550,000
 
241,731
   
----
 
----
   
222,000
 
370,040
   
741,405
 
383,088
   
825,000
 
----
   
----
 
----
   
125,084
 
68,920
   
2,463,489
 
1,063,779
 
H. Clifford Buster
III, Senior Executive
Vice President and
Chief Financial
Officer
 
 
2009
 
2008
   
300,000
 
50,769
   
----
 
----
   
----
 
----
   
444,843
 
41,430
   
337,500
 
----
   
----
 
----
   
82,506
 
10,141
   
1,164,849
 
102,340
 
R. Scott Anderson,
Senior Executive
Vice President,
Global Operations
 
 
2009
 
2008
 
2007
 
   
425,000
 
379,082
 
368,149
   
----
 
----
 
----
   
----
 
145,817
 
478,380
   
444,843
 
183,728
 
----
   
478,125
 
----
 
----
   
----
 
----
 
----
   
83,897
 
38,292
 
201,943
   
1,431,865
 
746,919
 
1,048,472
 
Vicki J. Vaniman,
Executive Vice
President and
General Counsel
 
 
2009
 
2008
   
285,000
 
272,885
   
----
 
----
   
----
 
180,802
   
296,562
 
170,158
   
256,500
 
----
   
----
 
----
   
61,060
 
35,423
   
899,122
 
659,268
 
Rick L. Morris,
Executive Vice
President and Chief
Information Officer
 
   2009     250,000     ----     ----     296,562     225,000     ----     56,181     827,743  

(1)
The amount shown in column (e), with respect to Performance Shares, Performance Units and Restricted Stock Units, and column (f), with respect to Option Rights, for each named executive officer reflects the grant date fair value in accordance with ASC 718 for awards pursuant to the Plan.  The January 31, 2008 grant date fair value of the Performance Shares to the named executive officers (May 23, 2008 for Mr. Thompson) based on the performance condition only, and not including the market condition for the 2008-2010 Performance Period is as follows:  Mr. Thompson, $72,668; Mr. Anderson, $80,210; Ms. Vaniman, $99,446; and Mr. Morris, $51,320 (all based on the January 31, 2008 stock price of $24.38 except for Mr. Thompson’s, which was based on the May 23, 2008 stock price of $13.98).  For the 2007-2009 Performance Period, the grant date fair value of the Performance Shares for Mr. Anderson, based on the performance condition only, and not including the market condition, is $239,190.  For the assumptions used, refer to Note 13 of Notes to Consolidated  Financial Statements as set forth in DTG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009.
 
32
 
 
(2)
The Company’s non-equity incentive plan, the Cash Incentive Plan, as shown in column (g) is a cash incentive compensation plan with an established performance target of Corporate Adjusted EBITDA.  Awards are allocated based on established target levels and the Human Resources and Compensation Committee has the discretion, along with input from management, to adjust the awards based on individual performance.  The maximum limitation on the award payment is 150% of the target as a percentage of base pay.  The Company exceeded the maximum target of Corporate Adjusted EBITDA in 2009, and therefore incentive compensation was paid to the named executive officers at the highest level as described in the 2009 Executive Compensation Plan (150% of target).

 (3)
The amount shown in column (i) includes the following:

(a) for each named executive officer, the Company’s contribution to the 401(k) plan and the 2009 Deferred Compensation Plan.  The amounts attributable to the Company’s contributions for the 2009 Deferred Compensation Plan for each named executive officer that exceeds $10,000 is as follows:  Mr. Thompson, $82,500; Mr. Buster, $45,000; Mr. Anderson, $63,750; Ms. Vaniman, $42,750; and Mr. Morris, $37,500.

(b) for each named executive officer, the aggregate incremental cost to the Company for the following benefits:  (i) supplemental executive life insurance, (ii) supplemental long-term disability insurance premiums, (iii) health club dues reimbursement and (iv) vehicle allowance.  For Messrs. Thompson and Buster, column (i) also includes relocation costs and living expenses.  The amount attributable to each such perquisite or benefit for each named executive officer that exceeds the greater of $25,000 and 10% of the total amount of perquisites for such named executive officer is as follows:  relocation costs and living expenses for Mr. Thompson, $27,807.
 
 
 
Grants of Plan-Based Awards

The following table provides certain summary information concerning grants of plan-based awards to the named executive officers for the fiscal year ended December 31, 2009.

2009 GRANTS OF PLAN-BASED AWARDS

           
Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)
 
Estimated Future Payouts Under Equity Incentive Plan Awards
           
 
Grant
 
Threshold
   
Target
   
Maximum
 
Threshold
 
Target
Maximum
 
All Other Stock Awards: Number of Shares of Stock or Units
   
All Other Option Awards: Number of Securities Underlying Options
   
Exercise or Base Price of Option or Stock Awards
   
Full Grant
Date Fair
Value
 
Name  Date    ($)   ($)     ($)   (#)   (#) (#)    (#) (2)     (#)     ($/Sh)   (3)  
(a)
(b)
 
(c)
   
(d)
   
(e)
 
(f)
 
(g)
(h)
 
(i)
   
(j)
   
(k)
   
(l)
 
                                                     
Scott L. Thompson
  $ 137,500     $ 550,000     $ 825,000                                  
Stock Option
5/14/2009
                                          250,000     $ 4.44     $ 741,405  
Restricted Stock Units
5/14/2009
                                    50,000             $ 4.44     $ 222,000  
                                                                   
H. Clifford Buster III
  $ 56,250     $ 225,000     $ 337,500                                          
Stock Option
5/14/2009
                                            150,000     $ 4.44     $ 444,843  
                                                                   
R. Scott Anderson
  $ 79,688     $ 318,750     $ 478,125                                          
Stock Option
5/14/2009
                                            150,000     $ 4.44     $ 444,843  
                                                                   
Vicki J. Vaniman
  $ 42,750     $ 171,000     $ 256,500                                          
Stock Option
5/14/2009
                                            100,000     $ 4.44     $ 296,562  
                                                                   
Rick L. Morris
    $ 37,500     $ 150,000     $ 225,000                                          
Stock Option
5/14/2009
                                            100,000     $ 4.44     $ 296,562  

 
(1)
The Cash Incentive Plan provided for target payouts as follows: (a) 100% of base salary (Mr. Thompson); (b) 75% of base salary (Messrs. Buster and Anderson); and (c) 60% of base salary (Mr. Morris and Ms. Vaniman).  There was a threshold amount of 25% of the target payment and a maximum limitation on the award payment of 150% of the target payout.  The maximum amounts are included in column (g) of the Summary Compensation Table.   For more information on the Cash Incentive Plan, see “Compensation Discussion and Analysis – Discussion of Elements of Compensation – 2009 Cash Incentive Compensation.”
 
 
 (2)
This column sets forth grants of Restricted Stock Units to Mr. Thompson.  For more information on Restricted Stock Units, see “Compensation Discussion and Analysis – Discussion of Elements of Compensation  – Long Term Incentive Compensation.”
 
 
 
33
 
 
 
(3)
The amounts shown in column (l) represent the aggregate grant date fair value computed in accordance with ASC 718.  For the assumptions used, refer to Note 13 to Consolidated Financial Statements as set forth in DTG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

 
Outstanding Equity Awards

The following table provides certain summary information concerning the outstanding equity awards of the named executive officers for the fiscal year ended December 31, 2009.

OUTSTANDING EQUITY AWARDS AT 2009  FISCAL YEAR END
 
       
Option Awards
 
Stock Awards
 
                                                   
Name
 
Grant Date
 
Number of Securities Underlying Unexercised Options
(#)
 
Equity Incentive Plan Awards:  Number of Securities Underlying Unexercised Unearned Options
(#)
 
Option Exercise Price
($)
 
Option Expiration Date
 
Number of Shares or Units of Stock That Have Not Vested
(#)
   
Market Value of Shares or Units of Stock that Have Not Vested
($)
   
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested
   
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested
 
       
Exercisable
   
Unexercisable
                                   
(a)(1)
     
(b) (2)
   
(c)
 
(d)
 
(e)
 
(f)
 
(g)
   
(h)
   
(i)(3)
   
(j)
 
                                                   
Scott L. Thompson
                                                 
                                                   
Stock Option (a)
 
5/23/2008
   0      35,800       $ 13.98  
5/22/2018
                       
Stock Option (b)
 
5/23/2008
   12,925      38,775       $ 13.98  
5/22/2018
                       
Stock Option (c)
 
10/13/2008
   65,833      131,667       $ 0.97  
10/12/2018
                       
Stock Option (d)
 
5/14/2009
   0      250,000       $ 4.44  
5/13/2019
                       
Restricted Stock Units (b)
 
5/23/2008
                             10,163     $ 260,274              
Restricted Stock Units (c)
 
10/13/2008
                               33,334     $ 853,709              
Restricted Stock Units (d)
 
5/14/2009
                               50,000     $ 1,280,500              
Performance Shares
 
5/23/2008
                                               9,450     $ 242,015  
                                                                 
H. Clifford Buster III
                                                               
                                                                 
Stock Options (c)
 
10/21/2008
   33,334      66,666       $ 0.77  
10/20/2018
                               
Stock Options (d)
 
5/14/2009
   0      150,000       $ 4.44  
5/13/2019
                               
                                                                 
R. Scott Anderson
                                                               
                                                                 
Stock Options (c)
 
9/28/2000
   25,800      0       $ 19.38  
9/28/2010
                               
Stock Options (a)
 
1/31/2008
   0      12,054       $ 24.38  
1/30/2018
                               
Stock Options (c)
 
10/13/2008
   41,667      83,333       $ 0.97  
10/12/2018
                               
Stock Options (d)
 
5/14/2009
   0      150,000       $ 4.44  
5/13/2019
                               
Performance Shares
 
2/1/2007
                                               10,200     $ 261,222  
Performance Shares
 
1/31/2008
                                               5,981     $ 153,173  
                                                                 
Vicki J. Vaniman
                                                               
                                                                 
Stock Options (a)
 
1/31/2008
   0      14,947       $ 24.38  
1/30/2018
                               
Stock Options (c)
 
10/13/2008
   15,000      30,000       $ 0.97  
10/12/2018
                               
Stock Options (d)
 
5/14/2009
   0      100,000       $ 4.44  
5/13/2019
                               
Performance Shares
 
2/1/2007
                                               7,000     $ 179,270  
Performance Shares
 
1/31/2008
                                               7,416     $ 189,924  
                                                                 
Rick L. Morris
                                                               
Stock Options (a)
 
1/31/2008
   0      7,715       $ 24.38  
1/30/2018
                               
Stock Options (c)
 
10/13/2008
   15,000      30,000       $ 0.97  
10/12/2018
                               
Stock Options (d)
 
5/14/2009
   0      100,000       $ 4.44  
5/13/2019
                               
Performance Shares
 
2/1/2007
                                               4,500     $ 115,245  
Performance Shares
 
1/31/2008
                                               3,828     $ 98,035  


 
(1)
The vesting schedules for the awards shown in column (a), identified by grant date, is as follows:
 
(a)
Stock Option Rights with grant dates of May 23, 2008 and January 31, 2008 vest in full on May 22, 2011 and January 31, 2011, respectively.
 
(b)
Stock Option Rights and Restricted Stock Units granted to Mr. Thompson on May 23, 2008 vest in four equal annual installments beginning on May 22, 2009.
 
34
 
 
 
(c)
Stock Option Rights with grant dates of October 13, 2008 and October 21, 2008,  and Restricted Stock Units with a grant date of October 13, 2008 vest in three equal annual installments beginning on October 31, 2009 (for the Stock Option Rights) and October 13, 2009 (for the Restricted Stock Units).
 
(d)
Stock Option Rights with a grant date of May 14, 2009 and Restricted Stock Units with a grant date of May 14, 2009 vest 20% on each of May 13, 2010 and May 13, 2011, and the remaining 60% vest on May 13, 2012.
 
 
 
(2)
All Stock Option Rights listed in column (b) are fully vested.  These Stock Option Rights expire 10 years from the grant date.

 
(3)
Performance Shares and Performance Units granted to executives may be earned over a three-year Performance Period and are subject to adjustment based on performance against certain management objectives.  The Performance Shares and Units vest immediately upon approval by the Human Resources and Compensation Committee following completion of the Performance Period.  Target Performance Shares granted in 2007 (10,200 to Mr. Anderson, 7,000 to Ms. Vaniman and 4,500 to Mr. Morris) will be paid at 71.81% of target (although 100% of the target Performance Shares are represented in the table above as they were not vested on December 31, 2009, as approval by the Human Resources and Compensation Committee occurred on January 27, 2010).  These Shares were paid on March 4, 2010 based on the performance during the three-year period from 2007 through 2009.    Target Performance Units granted in 2008 (9,450 to Mr. Thompson, 5,981 to Mr. Anderson, 7,416 to Ms. Vaniman and 3,828 to Mr. Morris) will be adjusted and paid in 2011 based on performance during the three-year period from 2008 through 2010.


Option Exercises and Stock Vested

The following table provides certain summary information concerning the exercise of non-qualified Option Rights and vesting of Performance Share and Restricted Stock Unit awards made under the Plan for each of the named executive officers for the fiscal year ended December 31, 2009.

2009 OPTION EXERCISES AND STOCK VESTED

   
Option Awards
   
Stock Awards
 
Name
 
 
 
(a)
 
 
Number of Shares
Acquired on Exercise
(#)
 
(b)
 
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