8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

January 31, 2007

Date of Report (Date of earliest event reported)

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-13647	73-1356520
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation)	File Number)	Identification No.)

5330 East 31st Street, Tulsa, Oklahoma 74135

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (918) 660-7700

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

(17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17

CFR 240.13e-4(c))

ITEM 5.02 (e) DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Issuance of Performance Shares under the 2004-2006 Performance Share Plan

On January 31, 2007, the Human Resources and Compensation Committee of the Board of Directors (the “Compensation Committee”) of Dollar Thrifty Automotive Group, Inc., a Delaware corporation (the “Company”), approved the issuance of 196,597 shares of common stock under the Company’s Performance Share Grant Agreements covering the three year period from January 1, 2004 through December 31, 2006 (collectively, the “2004 Performance Agreement”). The 2004 Performance Agreement was made pursuant to the Company’s Long-Term Incentive Plan and Director Equity Plan. The 2004 Performance Agreement provided for a targeted number of performance shares totaling 293,240 to be issued to certain officers, including each of the named executive officers of the Company as noted below. The ultimate award when originally granted was expected to range from zero to 200% of the target award, depending on the Company’s total shareholder return compared to companies listed in the Russell 2000 Index and airport market share growth of the Company’s two vehicle rental brands, Dollar and Thrifty, during the performance period. Upon calculation of the final results under the 2004 Performance Agreement, the ultimate award for grantees employed for the full three years was 74.6% of the target award, and the award for grantees not employed for the full three years was pro rated based on length of service at 100% of the target award pursuant to the terms of the 2004 Performance Agreement. The following table details the number of shares issued to the named and former named executive officers of the Company:

Named Executive Officer	Title	Number of Performance Shares Issued
Gary L. Paxton	President and Chief Executive Officer	27,466
Donald M. Himelfarb	Former Senior Executive Vice President and Chief Administrative Officer	23,051
Steven B. Hildebrand	Senior Executive Vice President and Chief Financial Officer	16,785
John J. Foley	Senior Executive Vice President	12,869
R. Scott Anderson	Senior Executive Vice President	12,764

2007 Incentive Compensation Plan

On February 1, 2007, the Compensation Committee approved the 2007 Incentive Compensation Plan (the “Incentive Compensation Plan”). The Incentive Compensation Plan continues the Company’s value-sharing concept and provides for a fixed percentage of the pretax profit (the “Incentive Pool”) to be shared in cash with employees if results equal or exceed a threshold level of profit margin performance.

The Incentive Pool created by the sharing percentage is allocated to participants based on individual target award levels. These target award levels differ by participant and by the responsibilities of the positions held by each participant. The following table details the target awards of the named executive officers of the Company:

Named Executive Officer	Title	Target Award (as a Percentage of Base Salary
Gary L. Paxton	President and Chief Executive Officer	100%
Steven B. Hildebrand	Senior Executive Vice President and Chief Financial Officer	75%
John J. Foley	Senior Executive Vice President	70%
R. Scott Anderson	Senior Executive Vice President	70%

Generally, the executive class awards are weighted so that 80% of the pool is awarded based on the formula (i.e., a specified percentage of base salary) and 20% of the pool is awarded based on individual performance. Upon achievement of the specified target, management will recommend to the Compensation Committee individual participant awards for approval. It is anticipated that if the target is attained, the payout under the Incentive Compensation Plan would occur in February 2008.

The Incentive Compensation Plan also includes a mechanism for recovery of awards where a participant engages in “Detrimental Activity”.

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The foregoing description of the Incentive Compensation Plan is qualified in its entirety by reference to the Incentive Compensation Plan attached hereto as Exhibit 10.124 and is incorporated herein by reference.

2007 Performance Shares Grant Agreements

On February 1, 2007, the Compensation Committee approved performance share grants for the three-year performance period from January 1, 2007 to December 31, 2009 (the “2007 Performance Agreement”) for certain officers, including each of the named executive officers of the Company, namely, Gary L. Paxton, Steven B. Hildebrand, R. Scott Anderson and John J. Foley. The 2007 Performance Agreement specifies the Company must attain certain metrics for the officers to be awarded common stock. The metrics are based on the Company’s total shareholder return compared to companies listed in the Russell 2000 Index, airport market share of the Company’s two vehicle rental brands, Dollar and Thrifty, non-airport revenue of Dollar and Thrifty, customer satisfaction and customer retention.

The foregoing description of the 2007 Performance Agreement is qualified in its entirety by reference to the form of Performance Shares Grant Agreement attached hereto as Exhibit 10.125 and is incorporated herein by reference.

Amendment to the Employment Continuation Agreement

As part of its annual compensation review, on February 1, 2007, the Compensation Committee approved the First Amendment to the Employment Continuation Agreement (the “Employment Continuation Agreement Amendment”) by and between the Company and Gary L. Paxton to, among other things, (1) amend the definition of Change in Control, (2) revise the time period in which Mr. Paxton may terminate employment with the Company following a Change in Control with a right to employment continuation compensation, and (3) revise certain outplacement services provided to Mr. Paxton following a Change in Control.

The foregoing description of the Employment Continuation Agreement Amendment is qualified in its entirety by reference to the Employment Continuation Agreement Amendment attached hereto as Exhibit 10.126 and is incorporated herein by reference.

Amendment to the Amended and Restated Employment Continuation Plan

As part of its annual compensation review, on February 1, 2007, the Compensation Committee approved Amendment Number 2 to Amended and Restated Employment Continuation Plan for Key Employees of the Company (the “Employment Continuation Plan Amendment”) to, among other things, (1) amend the definition of Change in Control, (2) revise the time period in which certain Key Employees may terminate employment with the Company following a Change in Control with a right to employment continuation compensation, (3) revise certain outplacement services provided to the Key Employee following a Change in Control, and (4) extend to certain Key Employees excise tax gross-up provisions contained therein.

The foregoing description of the Employment Continuation Plan Amendment is qualified in its entirety by reference to the Employment Continuation Plan Amendment attached hereto as Exhibit 10.127 and is incorporated herein by reference.

Amendment to the Amended and Restated Long-Term Incentive Plan and Director Equity Plan

As part of its annual compensation review, on February 1, 2007, the Compensation Committee approved the Second Amendment to Amended and Restated Long-Term Incentive Plan and Director Equity Plan (the “LTIP Amendment”) to amend the definition of Change in Control.

The foregoing description of the LTIP Amendment is qualified in its entirety by reference to the LTIP Amendment attached hereto as Exhibit 10.128 and is incorporated herein by reference.

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Amendment to the Deferred Compensation Plan

As part of its annual compensation review, on February 1, 2007, the Compensation Committee approved the Fifth Amendment to Deferred Compensation Plan (the “Deferred Compensation Plan Amendment”) to amend the definition of Change in Control.

The foregoing description of the Deferred Compensation Plan Amendment is qualified in its entirety by reference to the Deferred Compensation Plan Amendment attached hereto as Exhibit 10.129 and is incorporated herein by reference.

Amendment to the Retirement Plan

As part of its annual compensation review, on February 1, 2007, the Compensation Committee approved the Sixth Amendment to Retirement Plan (the “Retirement Plan Amendment”) to amend the definition of Change in Control.

The foregoing description of the Retirement Plan Amendment is qualified in its entirety by reference to the Retirement Plan Amendment attached hereto as Exhibit 10.130 and is incorporated herein by reference.

ITEM 5.03AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN

FISCAL YEAR

On February 1, 2007, the Board of Directors of the Company adopted the Second Amended and Restated Bylaws (the “Amended Bylaws”). The Amended Bylaws include, among other things, the following changes:

(a) Article I, Section 9 - Procedures Governing Business of Meetings of Stockholders: Provisions were added (i) identifying that for a stockholder to bring business before the meeting such stockholder must be a stockholder of record at the time of giving notice, entitled to vote at the meeting and comply with notice procedures set forth in the Amended Bylaws and (ii) regarding special meetings of stockholders;

(b) Article I, Section 10 – Notice of Stockholder Nominations: Provisions were added specifying that any stockholder notice for nomination for director would have to include a description of all direct and indirect compensation and other material agreements between such stockholder and beneficial owner and such stockholder must provide a completed and signed questionnaire, representation and agreement noted in Article I, Section 12;

(c) Article I, Section 12 – Submission of Questionnaire, Representation and Agreement: Provisions were added detailing the requirements of such questionnaire, representation and agreement; and

(d) Article I, Section 13 – General: Provisions were added defining “public announcement” and discussing that stockholders shall also comply with applicable requirements of the Securities Exchange Act of 1934, as amended.

The foregoing description of the Amended Bylaws is qualified in its entirety by reference to the Amended Bylaws attached hereto as Exhibit 3.2 and is incorporated herein by reference.

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ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

Exhibit No. Description

3.2 Second Amended and Restated Bylaws of Dollar Thrifty Automotive Group, Inc., adopted effective as of February 1, 2007

10.124 Dollar Thrifty Automotive Group, Inc. 2007 Incentive Compensation Plan

10.125 Form of Performance Shares Grant Agreement between the Company and the applicable employee

10.126 First Amendment to Employment Continuation Agreement dated as of February 1, 2007 between the Company and Gary L. Paxton

10.127 Amendment Number 2 to Amended and Restated Employment Continuation Plan for Key Employees of Dollar Thrifty Automotive Group, Inc. dated as of February 1, 2007

10.128 Second Amendment to Amended and Restated Long-Term Incentive Plan and Director Equity Plan approved by the Human Resources and Compensation Committee of the Board of Directors of Dollar Thrifty Automotive Group, Inc. on February 1, 2007

10.129 Fifth Amendment to Deferred Compensation Plan approved by the Human Resources and Compensation Committee of the Board of Directors of Dollar Thrifty Automotive Group, Inc. on February 1, 2007

10.130 Sixth Amendment to Retirement Plan approved by the Human Resources and Compensation Committee of the Board of Directors of Dollar Thrifty Automotive Group, Inc. on February 1, 2007

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

(Registrant)

February 6, 2007 By: /s/ STEVEN B. HILDEBRAND  

Steven B. Hildebrand

Senior Executive Vice President, Chief Financial

Officer, Principal Financial Officer and Principal

Accounting Officer

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INDEX TO EXHIBITS

Exhibit No. Description

3.2 Second Amended and Restated Bylaws of Dollar Thrifty Automotive Group, Inc., adopted effective as of February 1, 2007

10.124 Dollar Thrifty Automotive Group, Inc. 2007 Incentive Compensation Plan

10.125 Form of Performance Shares Grant Agreement between the Company and the applicable employee

10.126 First Amendment to Employment Continuation Agreement dated as of February 1, 2007 between the Company and Gary L. Paxton

10.127 Amendment Number 2 to Amended and Restated Employment Continuation Plan for Key Employees of Dollar Thrifty Automotive Group, Inc. dated as of February 1, 2007

10.128 Second Amendment to Amended and Restated Long-Term Incentive Plan and Director Equity Plan approved by the Human Resources and Compensation Committee of the Board of Directors of Dollar Thrifty Automotive Group, Inc. on February 1, 2007

10.129 Fifth Amendment to Deferred Compensation Plan approved by the Human Resources and Compensation Committee of the Board of Directors of Dollar Thrifty Automotive Group, Inc. on February 1, 2007

10.130 Sixth Amendment to Retirement Plan approved by the Human Resources and Compensation Committee of the Board of Directors of Dollar Thrifty Automotive Group, Inc. on February 1, 2007

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EX-3.(II)

EXHIBIT 3.2

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

SECOND AMENDED AND RESTATED BY-LAWS

ARTICLE I

STOCKHOLDERS

Section 1.        Annual Meetings. An annual meeting of stockholders shall be held to elect directors and transact any other business properly brought before the meeting. The Board of Directors shall designate the date, time and place of the meeting.

Section 2.        Special Meetings. Special meetings of stockholders may be called by the Board of Directors or the Chairman of the Board for any proper purpose or purposes. The Board of Directors or the Chairman of the Board shall designate the date, time and place of the meeting. Only the business stated in the meeting notice shall be conducted at a special meeting.

Section 3.       Notice of Meeting. The Secretary shall given written notice of an annual or special meeting to stockholders of record entitled to vote at the meeting. The notice shall be directed to the stockholder’s address as it appears on the Corporation’s records and shall state the date, time and place of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the notice shall be given not less than ten nor more than sixty days before the date of the meeting.

When a meeting of stockholders is adjourned to another date, time or place, notice need not be given of the adjourned meeting if the date, time and place thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the adjournment is for more than thirty days or if, after the adjournment, a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. At the adjourned meeting any business may be transacted which may have been transacted at the original meeting.

Section 4.        Quorum. The holders of a majority of the shares of capital stock issued and outstanding and entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless a larger number shall be required by law, the Certificate of Incorporation or these By-Laws. In the absence of a quorum, the holders of a majority of the shares so present may adjourn the meeting from time to time as provided in Section 3 of this Article, until a quorum is obtained.

Section 5.         Qualifications to Vote. Only stockholders whose shares are registered in their names on the Corporation’s stock transfer records at the close of business on the record date fixed in accordance with Article V of these By-Laws for a stockholders meeting shall be entitled to vote at such meeting. The Secretary shall prepare at least ten days before every meeting of stockholders a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The list shall be available for inspection by stockholders during ordinary business hours, for any purpose germane to the meeting, for at least ten days before the meeting. The list shall be available at the meeting site or at another place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting. The list shall be available for inspection at the meeting site during the meeting.

Section 6.        Organization. The Chairman of the Board or, in his or her absence, the Chief Executive Officer, shall preside over stockholder meetings. In the absence of those individuals, the Board of Directors shall elect a person to preside as chairman of the meeting. The Secretary of the Corporation shall act as secretary of all meetings of stockholders. In the absence of the Secretary, the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 7.       Voting. Except as otherwise provided by law or the Certificate of Incorporation, a stockholder entitled to vote at a meeting of stockholders shall be entitled to one vote for each share of stock registered in the stockholder’s name on the Corporation’s stock transfer records at the close of business on the record date established for the meeting. Directors shall be elected by a plurality of the votes cast at the meeting. Unless otherwise provided by law, the Certificate of Incorporation or these By-Laws, any other matter shall be decided by the affirmative vote of the holders of a majority of the total number of shares of stock present in person or represented by proxy and entitled to vote on such matter. The vote for Directors and, upon the demand of any stockholder, the vote upon any other matter before the meeting, shall be by ballot. No proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

Section 8.        Inspectors. At each meeting of stockholders, the polls shall be opened and closed, the proxies and ballots shall be received and taken in charge, and all questions touching the qualifications of voters, the validity of proxies and the acceptance or rejection of votes shall be decided by two or more Inspectors. Such Inspectors shall be appointed by the Board of Directors before the meeting or, if no such appointment shall have been made, then by the presiding officer at the meeting. If, for any reason, any of the Inspectors previously appointed shall fail to attend, or refuse or be unable to serve, Inspectors in place of any so failing to attend, or refusing or unable to attend, shall be appointed in like manner.

Section 9.        Procedures Governing Business of Meetings of Stockholders. (a) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (ii) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (iii) otherwise properly brought before the meeting by a stockholder (A) who was a stockholder of record at the time of giving of notice provided for in these By-Laws and at the time of the annual meeting, (B) is entitled to vote at the meeting, and (C) complies with the notice procedures set forth in these By-Laws. For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than ninety (90) nor more than one hundred twenty (120) days prior to the meeting provided, however, that in the event that not less than one hundred (100) days notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the tenth (10^th) day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. In no event shall the public announcement of an adjournment of an annual meeting commence a

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new time period for the giving of a stockholder’s notice as described above. A stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business, (iii) the class and number of shares of the Corporation which are beneficially owned by the stockholder, and (iv) any material interest of the stockholder in such business. Notwithstanding anything in these By-Laws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this Section 9. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 9, and if he or she should so determine, the Chairman shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

(b)        Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which Directors are to be elected pursuant to the Corporation’s notice of meeting (i) by or at the direction of the Board of Directors, or (ii) provided that the Board of Directors has determined that Directors shall be elected at such meeting, by any stockholder of the Corporation who (A) is a stockholder of record at the time of giving of notice provided for in these By-Laws and at the time of the special meeting, (B) is entitled to vote at the meeting, and (C) complies with the notice procedures set forth in these By-Laws. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more Directors to the Board of Directors, any such stockholder may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by Article I, Section 10 of these By-Laws (including the completed and signed questionnaire, representation and agreement required by Article I, Section 12 of these By-Laws) is delivered to the Secretary at the principal executive offices of the Corporation in accordance with the time periods specified in Article I, Section 10 of these By-Laws. In no event shall the public announcement of an adjournment of a special meeting commence a new time period for the giving of a stockholder’s notice as described above.

Section 10.      Notice of Stockholder Nominations. Only persons who are nominated in accordance with the procedures set forth in this Section 10 shall be eligible for election as Directors by the stockholders. Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of stockholders by or at the direction of the Board of Directors or by any stockholder of the Corporation entitled to vote for the election of Directors at the meeting who complies with the notice procedures set forth in this Section 10. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive officers of the Corporation not less than ninety (90) nor more than one hundred twenty (120) days prior to the meeting; provided, however, that in the event that not less than one hundred (100) days notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the tenth (10^th) day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. In no

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event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a stockholder’s notice as described above. Such stockholder’s notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or re-election as a Director, (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the class and number of shares of the Corporation which are beneficially owned by such person, (iv) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of Directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including without limitation such person’s written consent to being named in the proxy statement as a nominee and to serving as a Director if elected), (v) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past five years, and any other material relationships, between or among such stockholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 of Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant, and (vi) the completed and signed questionnaire, representation and agreement required by Article I, Section 12 of these By-Laws, and (b) as to the stockholder giving the notice (i) the name and address, as they appear on the Corporation’s books, of such stockholder and (ii) the class and number of shares of the Corporation which are beneficially owned by such stockholder. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee .At the request of the Board of Directors any person nominated by the Board of Directors for election as a Director shall furnish to the Secretary that information required to be set forth in a stockholder’s notice of nomination which pertains to the nominee. No person shall be eligible for election as a Director of the Corporation unless nominated in accordance with the procedures set forth in this Section 10. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that nomination was not made in accordance with the procedures prescribed by these By-Laws, and if he or she should so determine he or she shall so declare to the meeting and the defective nomination shall be disregarded.

Section 11.      Action by Consent.     (a) Unless otherwise provided in the Certificate of Incorporation, any action which is required to be or may be taken at any annual or special meeting of stockholders of the Corporation, subject to the provisions of subsections (b), (c), (d), and (e) of this Section 11, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall have been signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or to take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation as provided in this Section 11. Prompt notice of the taking of the corporate action without a meeting and by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

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(b)        Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated written consent received by the Corporation in accordance with this Section 11, a written consent or consents signed by a sufficient number of holders to take such action are delivered to the Corporation in the manner prescribed in this Section 11.

(c)        In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors shall fix a record date. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent without a meeting shall, by written notice to the Secretary, request the Board of Directors to fix a record date. Upon receipt of such a request, the Secretary shall, as promptly as practicable, call a special meeting of the Board of Directors to be held as promptly as practicable, but in any event not more than 10 days following the date of receipt of such a request. At such meeting, the Board of Directors shall fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Notice of the record date shall be published in accordance with the rules and policies of the principal stock exchange in the United States on which securities of the Corporation are then listed. If no record date has been so fixed by the Board of Directors pursuant to this Section 11 or otherwise within 10 days of the date on which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the Delaware General Corporation Law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation pursuant to this Section 11. If no record date has been fixed by the Board of Directors following observance of the procedures described in this Section 11 and prior action by the Board of Directors is required by the Delaware General Corporation Law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(d)         In the event of the delivery to the Corporation of a written consent or consents, in the manner provided in this Section 11, purporting to represent the requisite voting power to authorize or take corporate action and/or related revocations, the Secretary shall provide for the safekeeping of such consents and revocations and shall as promptly as practicable, engage nationally recognized independent Inspectors for the purpose of promptly performing a ministerial review of the validity of the consents and revocations. No action by written consent without a meeting shall be effective until such Inspectors have completed their review, determined that the requisite number of valid and unrevoked consents delivered to the Corporation in accordance with this Section 11 has been obtained to authorize or take the action specified in the consents, and certified such determination for entry in the records of the Corporation kept for the purpose of recording the proceedings of meetings of stockholders. Nothing contained in this Section 11 shall in any way be construed to suggest or imply that the Board of Directors or any stockholder shall not be entitled to contest the validity of any consent or revocation thereof, whether before or after such certification by the independent Inspectors, or to take any other action (including, without limitation, the commencement, prosecution, or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

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(e)         For purposes of this Section 11, delivery to the Corporation shall be effected by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

Section 12. Submission of Questionnaire, Representation and Agreement. To be eligible to be a nominee for election or re-election as a Director of the Corporation, a person must deliver (in accordance with the time periods prescribed for delivery of notice under Article I, Section 10 of these By-Laws) to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (a) is not and will not become a party to (i) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a Director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed in writing to the Corporation, or (ii) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a Director of the Corporation, with such person’s fiduciary duties under applicable law, (b) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a Director that has not been disclosed therein, and (c) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a Director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation.

Section 13. General. (a) For purposes of these By-Laws, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended.

(b)        Notwithstanding the foregoing provisions of these By-Laws, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in these By-Laws. Nothing in these By-Laws shall be deemed to affect any rights (i) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or (ii) of the holders of any series of preferred stock if and to the extent provided under law, the Certificate of Incorporation or these By-Laws.

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ARTICLE II

BOARD OF DIRECTORS

Section 1.        Number and Term of Office. The number of Directors shall be fixed from time to time by the Board of Directors by resolution and the number so fixed shall constitute the whole Board of Directors. Directors need not be stockholders. Except as otherwise provided in the Certificate of Incorporation or these By-Laws, Directors shall be elected by ballot at the annual meeting of stockholders and shall continue in office until the next annual meeting and until their successors shall have been elected and shall qualify. If the Board of Directors increases the number of Directors at any time or from time to time, the additional offices so created may be filled as vacancies by affirmative vote of a majority of the Directors in office at the time such increase becomes effective. The Directors elected to such additional offices shall serve until the next annual meeting of stockholders and until their successors have been elected and shall qualify.

Section 2.        Removal and Vacancies. At any special meeting called for the purpose of removing any Director with the notice of such meeting stating such purpose, the stockholders may remove any Director and fill the vacancy. Any vacancy not caused by such removal, and any vacancy caused by such removal and not filled by the stockholders at the meeting at which such removal shall have been made, may be filled by the affirmative vote of a majority of the Directors in office, although less than a quorum, when such vote is taken. The Director elected to fill the vacancy shall serve until the next annual meeting of stockholders and until his successor has been elected and shall qualify.

Section 3.        Meetings and Consents in Lieu of Meetings. Meetings of the Board of Directors shall be held on such dates, at such times and at such places within or without the State of Delaware as the Board by resolution may from time to time determine or as called by or at the order of the Chairman of the Board, the Chief Executive Officer or by one-third of the Directors then in office. The Secretary shall give notice of the date, time and place of such meeting by mailing the same at least two days before the meeting, to each Director, but such notice may be waived by any Director. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if each of the Directors consents thereto in writing and the writing or writings are filed with the minutes of proceedings of the Board.

Section 4.        Quorum. One-third of the whole Board of Directors shall constitute a quorum for the transaction of business and the vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board. If at any meeting of the Board there are less than a quorum present, a majority of those present may adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be obtained. All Directors present at any meeting of the Board may be counted in determining the presence of a quorum for all purposes and for all matters before the meeting regardless of the interest a Director may have in any matter brought before the meeting.

Section 5.        Organization. The Board of Directors shall annually elect one of its members to be the Chairman of the Board and shall fill any vacancy in such position at such time and in such manner as the Board of Directors shall determine. The Chairman of the Board shall preside at meetings of the Board of Directors. In the absence of the Chairman of the Board, the Directors present shall appoint a chairman of the meeting.

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Section 6.       Compensation of Directors. Each Director not an officer or an employee of the Corporation shall be entitled to receive such compensation for his or her services as a director as the Board of Directors by resolution may from time to time determine. Each Director, whether or not an officer or employee of the Corporation, shall be entitled to reimbursement for all expenses incurred by him or her in attending any meeting of the Board of Directors. Such compensation and reimbursement of expenses shall be payable even though the meeting is adjourned because of the absence of a quorum.

ARTICLE III

COMMITTEES

Section 1.        Committees. The Board of Directors, by a resolution passed by a majority of the whole Board, may create from time to time one or more committees to be constituted in such manner and to have such organization and powers as the Board of Directors in such resolution shall provide. All of the members of any such committee having any of the powers of the Board of Directors shall be Directors, and the members of any such committee not having any of the powers of the Board of Directors need not be Directors.

Section 2.        Alternate Members. The Board of Directors, by a resolution passed by a majority of the whole Board, may designate alternate members of any committee who shall possess the same qualifications for eligibility as regular members and who may replace any absent or disqualified member at any meeting of the committee in the order, if any, designated in the resolution appointing such alternate members.

Section 3.        Committee Proceedings. A quorum for transacting business by any committee shall be one-third of the number of members of the committee as then constituted, not including the number of alternate members, but the alternate members present at any meeting shall be counted for the purpose of determining if a quorum is present at the meeting. The vote of a majority of the members, including alternate members sitting as members, present at a meeting at which a quorum is present shall be the act of the committee. All members present at any meeting of a committee may be counted in determining the presence of a quorum for all purposes and for all matters before the meeting regardless of the interest a member may have in any matter brought before the meeting. Each of the committees may appoint a secretary of the committee, who need not be a Director. Each of the committees shall have power to fix the date, time and place of holding its meetings and the method of giving notice thereof and to adopt its own rules of procedure. Each of them shall keep minutes of all its meetings which shall be open to the inspection of any Director at any time. The Chairman of the Board if not an officer or employee, shall be an ex-officio member of all committees of the Board of Directors and, upon determination by any such committee, shall have voting rights and be counted for quorum purposes at committee meetings.

Section 4.       Compensation. Each member of a committee, and each alternate member of a committee, who is not an officer or an employee of the Corporation shall be entitled to receive, for his or her services as a member or as an alternate member of such committee, compensation in such amounts as the Board of Directors by resolution may from time to time determine. Each member of a committee, and each alternate member of a committee, whether or not an officer or an employee of the Corporation, shall be entitled to reimbursement for all expenses incurred by him in attending any meeting of such committee.

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ARTICLE IV

OFFICERS

Section 1.        Officers. The executive officers of the Corporation shall be a Chief Executive Officer, a President, one or more Senior Executive Vice Presidents, Executive Vice Presidents or Vice Presidents, a Controller, a Treasurer, and a Secretary. Any number of offices may be held by the same person. All such officers shall be elected by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the stockholders. The Board of Directors may elect such other officers as they deem necessary, who shall have such authority and shall perform such duties as the Board of Directors from time to time prescribe. In its discretion, the Board of Directors may leave any office unfilled.

Except as otherwise expressly provided in a contract duly authorized by the Board of Directors, all officers and agents shall be subject to removal at any time by the affirmative vote of a majority of the whole Board of Directors, and all officers, agents and employees other than officers elected by the Board of Directors shall hold office at the discretion of the Corporation.

Section 2.        Powers and Duties of the Chief Executive Officer. The Chief Executive Officer shall be the chief executive and policy officer of the Corporation and, subject to the control of the Board of Directors, shall have general charge and control of all the business and affairs of the Corporation. The Chief Executive Officer shall (i) from time to time secure information concerning the business and affairs of the Corporation and promptly communicate such information to the Board, (ii) communicate to the Board all appropriate matters presented by any officer for its consideration, and (iii) from time to time communicate to the officers such action of the Board of Directors as may affect the performance of their official duties.

Section 3.        Powers and Duties of the President. The President shall have such powers and perform such duties as may from time to time be assigned to such office by these By-Laws, the Board of Directors or the Chief Executive Officer.

Section 4.        Power and Duties of the Senior Executive Vice Presidents. The Senior Executive Vice Presidents shall have such powers and perform such duties as may from time to time be assigned to such office by these By-Laws, the Board of Directors or the Chief Executive Officer.

Section 5.        Powers and Duties of the Executive Vice Presidents. Each Executive Vice President shall have such powers and perform such duties as may from time to time be assigned to such office by these By-Laws, the Board of Directors or the Chief Executive Officer.

Section 6.        Powers and Duties of the Vice Presidents. Each Vice President shall have such powers and perform such duties as may from time to time be assigned to such office by these By-Laws, the Board of Directors or the Chief Executive Officer.

Section 7.         Powers and Duties of the Controller.   The Controller shall be the principal officer in charge of the accounts of the Corporation, and shall perform such duties as may from time to time be assigned to such office by these By-Laws, the Board of Directors or the Chief Executive Officer.

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Section 8.        Powers and Duties of the Treasurer. The Treasurer shall have custody of all the funds and securities of the Corporation and shall perform all acts incident to the position of Treasurer, subject to the control of the Board of Directors. When necessary or proper, the Treasurer may endorse or cause to be endorsed on behalf of the Corporation for collection, checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depository or depositories as may be have been designated by the Board of Directors or by any officer authorized by the Board of Directors to make such designation. Whenever required by the Board of Directors, the Treasurer shall render a statement of the funds and securities of the Corporation in his or her custody.

Section 9.        Powers and Duties of the Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of stockholders in books to be kept for that purpose. The Secretary shall attend to the giving or serving of all notices of the Corporation and may sign with any executive officer in the name of the Corporation, all contracts authorized by the Board of Directors or by any committee of the Corporation having the requisite authority and, when so ordered by the Board of Directors or such committee, shall affix the seal of the Corporation thereto. The Secretary shall have charge of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors shall direct, all of which shall at all reasonable times be open to the examination of any Director at the offices of the Corporation during business hours. The Secretary shall in general perform all the duties incident to the office of Secretary, subject to the control of the Board of Directors.

Section 10.      Powers and Duties of Additional Officers. The Board of Directors may from time to time by resolution delegate to any Assistant Controller, any Assistant Treasurer and/or any Assistant Secretary, elected by the Board, any of the powers or duties herein assigned to the Controller, the Treasurer or the Secretary, respectively.

Section 11. Intentionally left blank.

Section 12.      Voting Upon Stocks.  Unless otherwise ordered by the Board of Directors, any executive officer shall have full power and authority on behalf of the Corporation to attend, in person or by proxy, and to act and to vote at any meetings of stockholders of any corporation in which the Corporation may hold stock, and at or in connection with any such meeting shall possess and may exercise any and all rights and powers incident to the ownership of such stock which, as the owner thereof, the Corporation might have possessed and exercised if present. The Board of Directors may, by resolution, from time to time, confer like powers upon any other person or persons.

Section 13.      Compensation of Officers. The officers shall be entitled to receive such compensation for their services as may be determined from time to time by the Board of Directors or, if the Board of Directors shall so authorize and direct, by a committee of the Board of Directors.

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ARTICLE V

CAPITAL STOCK – SEAL – FISCAL YEAR

Section 1.        Certificates for Shares. Certificates for shares of the capital stock of the Corporation shall be in such form not inconsistent with the Certificate of Incorporation as shall be approved by the Board of Directors. The certificates shall be signed by the Chairman of the Board or the Chief Executive Officer and also by the Treasurer or an Assistant Treasurer and shall not be valid unless so signed. If a certificate is countersigned (1) by a transfer agent other than the Corporation or its employee, or (2) by a registrar other than the Corporation or its employee, any other signature on the certificate may be a facsimile. If any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as though such person were such officer, transfer agent or registrar at the date of issue.

All certificates shall be consecutively numbered. The name of the person owning the shares represented thereby with the number of such shares and the date of issue thereof shall be entered in the Corporation’s books.

Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be canceled and no new certificates shall be issued until the former certificates for a like number of shares of the same class shall have been surrendered and canceled.

Section 2.       Replacing Lost, Stolen, Destroyed or Escheated Stock Certificates. The Board of Directors or any officer to whom the Board of Directors has delegated authority, may authorize any transfer agent to issue at any time and from time to time until otherwise directed new stock certificates in the place of certificates previously issued by the Corporation, alleged to have been lost, stolen or destroyed, upon receipt by the transfer agent of (a) evidence of loss, theft or destruction (which may be the affidavit of the applicant), (b) an undertaking to indemnify the Corporation and any transfer agent and registrar of stock of the Corporation against claims that may be made against it or them on account of the lost, stolen or destroyed certificate or the issue of a new certificate, of such kind and in such amount (which may be either a fixed or open amount) as the Board of Directors or authorized officer or officers shall have authorized the transfer agent to accept, and (c) any other documents or instruments that the Board of Directors or an authorized officer may from time to time require.

The Board of Directors or any officer to whom the Board of Directors has delegated authority, may authorize any transfer agent to issue at any time and from time to time until otherwise directed new stock certificates, in the place of certificates previously issued by the Corporation, representing shares of stock of the Corporation which, together with all unclaimed dividends thereon, are claimed and demanded by any State of the United States in accordance with its escheat laws regarding unclaimed or abandoned property.

Section 3.       Transfer of Shares. A stock transfer book shall be kept by the Corporation or by one or more agents appointed by it, in which the shares of the capital stock of the Corporation shall be transferred. Such shares shall be transferred on the books of the Corporation by the holder thereof in person or by his attorney duly authorized in writing, upon surrender and cancellation of certificates for a like number of shares.

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Section 4.        Regulations. The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of the capital stock of the Corporation.

The Board of Directors may appoint one or more transfer agents and registrars of transfers and may require all stock certificates to bear the signature of one of the transfer agents and of one of the registrars of transfers so appointed.

Section 5.        Fixing of Record Dates. In order to determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action (other than action by consent, which is the subject of Article I, Section 11 of these By-Laws, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 6.        Dividends. Subject to the provisions of the Certificate of Incorporation of the Corporation, the Board of Directors may declare dividends from the surplus of the Corporation or from the net profits arising from its business. Subject to the provisions of the Certificate of Incorporation of the Corporation, the dividends on any class of stock of the Corporation, if declared, shall be payable on dates to be fixed by the Board of Directors. If the date fixed for the payment of any dividend shall in any year fall upon a legal holiday, then the dividend payable on such date shall be paid on the next day not a legal holiday.

Section 7.        Corporate Seal. The Board of Directors shall provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors, a duplicate of the seal may be kept and be used by the Treasurer, any Assistant Secretary or any Assistant Treasurer.

Section 8.        Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and terminate on the thirty-first day of December in each year.

ARTICLE VI

SIGNING OF CHECKS, NOTES, ETC.

All checks, drafts, bills of exchange, notes or other obligations or orders for the payment of money shall be signed by such officer or officers or employee or employees of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors or by any officer of the Corporation authorized by resolution of the Board of Directors to make such determinations.

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ARTICLE VII

AMENDMENTS

These By-Laws may be altered, amended or repealed, or new By-Laws may be adopted, by the Board of Directors or by the stockholders as provided in the Certificate of Incorporation.

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EX-10

EXHIBIT 10.124

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

2007 INCENTIVE COMPENSATION PLAN

Continue the value-sharing concept which provides for a fixed percentage of profit, the incentive pool (12.75% of pre-tax profit which excludes the effects of FASB133), to be shared if results equal or exceed a threshold level of profit margin performance. The pre-tax margin, excluding the effects of FASB133, threshold for 2007 is 5%. The incentive pool created by the sharing percentage is allocated to participants based on individual target award levels.

Allocation of Incentive Pool

Class of Eligible Employees	Percent of Pre-tax Profit
Executive	3.50%
Middle Management	1.50%
Field	3.50%
Profit Share	4.25%
Incentive Pool	12.75%

Pre-tax Profit Margin less than 5%

Should the pre-tax margin fall below 5% for 2007, the Incentive Pool as a percent of pre-tax profit would decrease from 12.75% to 10% for performance at the 4.9% margin level and will continue to be reduced in increments of 1.0% for each 0.1% decline in pre-tax margin until the pre-tax margin falls below 4.0%. When the pretax margin falls below 4.0%, no Incentive Pool would be established and there would be no payout.

Actual Pre-tax Profit Margin	IC Pool as a   Percent of     Pre-tax Profits
5% or better	12.75%
4.9%	10.00%
4.8%	9.0%
4.6%	7.0%
4.4%	5.0%
4.2%	3.0%
4.0%	1.0%
3.99%	0.0%

Impact of Detrimental Activity on Award

If a participant in the 2007 Incentive Compensation Plan, either during employment by DTAG or a subsidiary or within six (6) months after termination of such employment, shall engage in any Detrimental Activity (defined below), and the Board of Directors of DTAG (or any committee as delegated by the Board) (the “Board”) shall so find, the participant shall return to DTAG all or so much of the award (as determined by the Board) made to the participant under the plan. The Board may determine to recover different amounts from different participants or different classes in the plan on such bases as it shall deem appropriate. To the extent that the amount of the award is not fully paid and returned to DTAG, it may set off the amount so payable to it against any amounts that may be owing from time to time by DTAG or a subsidiary to the participant, whether as wages, deferred compensation or vacation pay or in the form of any other benefit or for any other reason. DTAG shall not enforce remedies upon occurrence of a Detrimental Activity against any participant in excess of or beyond restrictions or limitations under applicable law.

As used herein, “Detrimental Activity” means:

(i)Engaging in any activity, as an employee, principal, agent, or consultant for another entity that competes with DTAG in any actual, researched, or prospective product, service, system, or business activity for which the participant has had any direct responsibility during the last two years of his or her employment with DTAG or a subsidiary, in any territory in which DTAG or a subsidiary manufactures, sells,markets, services,or installs such product, service, or system, or engages in such business activity.

(ii)Soliciting any employee of DTAG or a subsidiary to terminate his or her employment with DTAG or a subsidiary.

(iii)The disclosure to anyone outside DTAG or a subsidiary, or the use in other than DTAG’s or a subsidiary’s business, without prior written authorization from DTAG, of any confidential, proprietary or trade secret information or material relating to the business of DTAG and its subsidiaries, acquired by the participant during his or her employment with DTAG or its subsidiaries or while acting as a consultant for DTAG or its subsidiaries thereafter.

(iv)The failure or refusal to disclose promptly and to assign to DTAG upon request all right, title and interest in any invention or idea, patentable or not, made or conceived by the participant during employment by DTAG and any subsidiary, relating in any manner to the actual or anticipated business, research or development work of DTAG or any subsidiary or the failure or refusal to do anything reasonably necessary to enable DTAG or any subsidiary to secure a patent where appropriate in the United States and in other countries.

(v)Activity that results in Termination for Cause. “Termination for Cause” shall mean a termination:

(a)due to the participant’s willful and continuous gross neglect of his or her duties for which he or she is employed, or

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(b)due to an act of dishonesty on the part of the participant constituting a felony resulting or intended to result, directly or indirectly, in his or her gain for personal enrichment at the expense of DTAG or a subsidiary.

(vi)Any other conduct or act determined to be injurious, detrimental or prejudicial to any significant interest of DTAG or any subsidiary unless the participant acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of DTAG.

(vii)Conduct by a participant, including errors, omissions or fraud, that caused or partially caused the need for the restatement of any financial statements or financial results of DTAG.

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EX-10

EXHIBIT 10.125

PERFORMANCE SHARES GRANT AGREEMENT

THIS PERFORMANCE SHARES GRANT AGREEMENT (this “Agreement”) is made effective as of the ____ day of ___________, 20___, between Dollar Thrifty Automotive Group, Inc., a Delaware corporation (“Company”) and «Name» (the “Employee”).

RECITALS:

A.The Company’s Amended and Restated Long-Term Incentive Plan and Director Equity Plan (as amended and restated effective March 23, 2005) and adopted by the Company’s shareholders on May 20, 2005 (as amended through and including the date hereof, the “Plan”) provides for the grant, based on performance, of Performance Shares to certain eligible employees of the Company or its Subsidiaries and others pursuant to the terms of the Plan and this Agreement.

B.The Board, pursuant to the Plan, encourages eligible employees to achieve the Management Objectives established by the Human Resources and Compensation Committee of the Board (the “Committee”).

C.The Committee adopted the Management Objectives set forth below for the Performance Period (as defined below) on _______________.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1.                Defined Terms. Defined terms used in this Agreement shall have the same meaning as those terms defined and used in the Plan, unless otherwise indicated in this Agreement.

2.                Grant of Performance Shares. The Company grants «Shares» Performance Shares to the Employee as of __________________ for the three-year performance period from _________________ to _________________ (the “Performance Period”), subject to the restrictions set forth herein. Unless otherwise provided herein, the Performance Shares shall be earned at the end of the Performance Period.

3.                Adjustments and Awards. The grant of Performance Shares in Section 2 above is a target grant. The maximum award the Employee shall be eligible to earn shall be 200% of the Performance Shares. Unless otherwise provided herein, payment shall be made in the form of Common Shares following the completion of the Performance Period. The number of Performance Shares eligible to be earned based on the achievement of the Management Objectives set forth below shall be determined in accordance with this Section 3.

(a)                The Performance Shares granted shall be adjusted for the Performance Period based on the following Management Objectives: (i) the Company’s Total Shareholder Return (“TSR”) performance against companies listed in the Russell 2000, (ii) _________ non-airport revenue, (iii) _________ market share at the top 100 U.S. airports, (iv) providing consistent customer service as measured by a Customer Dissatisfaction Index (“CDI”) metric, and (v) increasing customer retention as measured by the Customer Retention Index (“CRI”) metric. The Management Objectives shall be calculated as follows:

(i)                The TSR award shall be determined by the Company’s TSR results versus the companies that are currently listed and remain in the Russell 2000 index during the Performance Period. The TSR for each company will be calculated by using the average stock price for the trading days in _________________ plus any dividends that have been paid during the Performance Period and then dividing by the average stock price for the trading days in _________________. Only companies that are included in the Russell 2000 at the beginning of the Performance Period and at the end of the Performance Period will be used for this calculation.

The Performance Shares earned will be determined according to the payout schedule below and where the Company falls in the range with the Russell 2000 companies:

	Threshold		Target		Maximum
Percentile	___th	___th	___th	____th	___th
Common Shares Earned (% of Target)	____%	____%	____%	____%	____%

Should the TSR performance equal the ____^th percentile or less, resulting in ___% of target on the TSR component, then the payout will be ____% of target. See Section 3(b) for final determination of payout.

(ii)                The Non-Airport revenue ________ award shall be determined by revenue ________ as set in the five year business plan pertaining to the Performance Period. Non-Airport revenue for _____ totaled $_______ million. Target goal is achieving $______ million _______ for the Performance Period to $________ million.

The Performance Shares earned will be determined according to the payout schedule below:

	Threshold		Target		Maximum
Revenue Growth %	___% BP	___% BP	____% BP	____% BP	____% BP
Revenue Growth $	$____	$______	$_____	$_____	$_____
Common Shares Earned (% of Target)	___%	____%	____%	____%	____%

(iii)                The market share goal is to ________ market share at the top 100 U.S. airports at the _______ level of _____%. For the Performance Period, the ____ year is based on a measurement year starting _____________ and ending _____________. The _____ year will be based on a measurement year starting ______________ and ending __________________. The on-airport market share data used will be information collected from the top 100 U.S. airports and will be the cumulative revenues of the Dollar “brand” and the Thrifty “brand” compared to the total revenues at these airports during these periods.

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The Performance Shares earned hereunder will be calculated as follows:

	Threshold		Target		Maximum
Annual Growth	___%	____%	____%	___%	___%
Market Share Target	____%	____%	____%	____%	____%
Common Shares Earned (% of Target)	___%	___%	____%	___%	____%

(iv)                The CDI goal is to provide consistent service delivery to our customers. The target is to achieve a CDI rating of no more than ____ in ____ calendar months during the Performance Period. This will be measured using the CDI metric that is measured as customer complaints per ________ rental transactions. The CDI achievement will be determined by the number of months with a _____ rating or less.

The Performance Shares earned hereunder will be determined according to the payout schedule below:

	Threshold		Target		Maximum
3 Year Measurement	___%	____%	____%	____%	_____%
Months with CDI rating of ____ or less	____	____	_____	____	____
Common Shares Earned (% of Target)	____%	____%	____%	____%	____%

(v)                The CRI goal is to increase the number of customers by ____% that are “very likely” to rent from the Company again. The base year is ______ that had a CRI of __________% and the target is to increase CRI to _______%.

The Performance Shares earned hereunder will be determined according to the payout schedule below:

	Threshold		Target		Maximum
CRI %	____%	____%	____%	____%	____%
Common Shares Earned (% of Target)	___%	____%	____%	____%	____%

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(b)                Should the TSR calculation result in a payout of ____%, then the payout of this plan for all metrics will be ____%. Should the TSR calculation result in a payout of greater than ____%, then the five award percentages computed in Sections 3(a)(i), 3(a)(ii), 3(a)(iii), 3(a)(iv) and 3(a)(v) above will be added together to form the final adjustment factor. All calculations above will be interpolated should the actual result fall between percentage points. Results may be rounded to the nearest whole number as deemed appropriate by the Committee. This factor will then be applied to the grant of Performance Shares to arrive at the actual number of Common Shares that shall be issued. Sample calculations are presented in Attachment A as examples of the application of this Section 3.

4.                Payment and Vesting. The number of Common Shares to be issued hereunder, based on the adjustment provisions set forth in Section 3 above, shall vest immediately and become issuable upon certification and approval by the Committee following completion of the Performance Period, except in cases of termination of employment under which issuance is described below. Prior to vesting of the grant, the Performance Shares shall be subject to forfeiture as set forth in this Agreement.

5.                Termination of Employment.

(a)                Involuntary Without Cause. Upon the involuntary termination of the Employee from the employ of the Company or its Subsidiaries without Cause prior to the completion of the Performance Period, the target Performance Shares will be prorated based on the current accounting accrual rate at the time of the termination, and Common Shares (based on such prorated Performance Shares) shall be issued following completion of the Performance Period upon approval by the Committee. The Performance Shares shall be prorated (rounded up to the nearest whole Performance Share) based on the number of days that the Employee remained in the continuous employ of the Company or one of its Subsidiaries from _________________ through the date of such involuntary termination. The remaining Performance Shares shall be forfeited. Payment date for these shares shall not be later than March 15 of the year following termination. For purposes of this Agreement, “Cause” shall have the same meaning as “Termination for Cause” set forth in Section 2(j)(v) of the Plan.

(b)                Involuntary With Cause. Upon the involuntary termination of the Employee from the employ of the Company or its Subsidiaries with Cause prior to the completion of the Performance Period, the Employee shall forfeit all Performance Shares.

(c)                Involuntary Due to Reduction in Force. Upon the involuntary termination of the Employee from the employ of the Company or its Subsidiaries due to a “reduction in force,” as determined by the Company at the time of such involuntary termination prior to the completion of the Performance Period, the target Performance Shares will be prorated based on the current accounting accrual rate at the time of the termination, and Common Shares (based on such prorated Performance Shares) shall be issued following completion of the Performance Period upon approval by the Committee. The Performance Shares shall be

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prorated (rounded up to the nearest whole Performance Share) based on the number of days that the Employee remained in the continuous employ of the Company or one of its Subsidiaries from _______________ through the date of the Employee’s termination pursuant to such reduction in force. The Employee shall forfeit the remaining Performance Shares. Payment date for these shares shall not be later than March 15 of the year following termination.

(d)                Voluntary. Upon the voluntary termination (except for Retirement, as hereinafter defined) by the Employee from the employ of the Company or its Subsidiaries prior to the completion of the Performance Period, the Employee shall forfeit all Performance Shares.

(e)           Retirement. Upon Retirement of the Employee prior to the completion of the Performance Period, the target Performance Shares will be prorated based on the current accounting accrual rate at the time of the retirement, and Common Shares (based on such prorated Performance Shares) shall be issued following completion of the Performance Period upon approval by the Committee. The Performance Shares shall be prorated (rounded up to the nearest whole Performance Share) based on the number of days that the Employee remained in the continuous employ of the Company or one of its Subsidiaries from ________________ through the date of such Retirement. The Employee shall forfeit the remaining Performance Shares. Payment date for these shares shall not be later than March 15 of the year following termination. As used herein, the Employee shall be eligible for “Retirement” at the date upon which the Employee (i) has reached the age of sixty-one (61) years or older and has performed five (5) or more years of service for the Company or its Subsidiaries, or (ii) has performed twenty (20) or more years of service for the Company or its Subsidiaries.

(f)                Disability. Upon the termination of the Employee from the employ of the Company or its Subsidiaries on account of the Employee’s Disability prior to the completion of the Performance Period, the target Performance Shares will be prorated based on the current accounting accrual rate at the time of the Disability, and Common Shares (based on such prorated Performance Shares) shall be issued following completion of the Performance Period upon approval by the Committee. The Performance Shares shall be prorated (rounded up to the nearest whole Performance Share) based on the number of days that the Employee remained in the continuous employ of the Company or one of its Subsidiaries from _____________ through the date of the Employee’s termination pursuant to such Disability. The Employee shall forfeit the remaining Performance Shares. Payment date for these shares shall not be later than March 15 of the year following termination.

(g)                Death. Upon the termination of the Employee from the employ of the Company or its Subsidiaries on account of the Employee’s death prior to the completion of the Performance Period, the target Performance Shares will be prorated based on the current accounting accrual rate at the time of the

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Employee’s death, and Common Shares (based on such prorated Performance Shares) shall be issued following completion of the Performance Period upon approval by the Committee. The Performance Shares shall be prorated (rounded up to the nearest whole Performance Share) based on the number of days that the Employee remained in the continuous employ of the Company or one of its Subsidiaries from ______________ until the date of such death. The Employee shall forfeit the remaining Performance Shares. Payment date for these shares shall not be later than March 15 of the year following termination.

6.                Change in Control. Notwithstanding anything to the contrary in this Agreement or in Section 13 of the Plan, in the event of a Change in Control of the Company prior to the completion of the Performance Period, the following provisions shall apply to the Employee’s Performance Shares:

(a)                Continued Employment. Upon a Change in Control of the Company wherein the Employee remains employed thereafter by the Company or its Subsidiaries (or their respective successors or entities that continue in business), the Performance Shares will be prorated at target, and Common Shares (based on such prorated Performance Shares) shall be issued on the date of the Change in Control (the “Change in Control Date”) to facilitate participation and treatment in such transaction. The Performance Shares shall be prorated (rounded up to the nearest whole Performance Share) based on the number of days that the Employee remained in the continuous employ of the Company or one of its Subsidiaries from ______________ through the Change in Control Date. Except as set forth in Section 6(b)(ii) below, the Employee shall forfeit the remaining target Performance Shares (the “Remaining Performance Shares”).

(b)                Termination of Employment Without Cause.

(i)                On Change in Control Date. Upon a Change in Control of the Company wherein the Employee is terminated from the employ of the Company or its Subsidiaries without Cause on the Change in Control Date, the Performance Shares will vest and become non-forfeitable and Common Shares shall be issued on the Change in Control Date to the Employee to facilitate participation and treatment in such transaction.

(ii)                Within Two Years. In the event the Employee is terminated from the employ of the Company or its Subsidiaries (or their respective successors or entities that continue in business) without Cause within two (2) years from the Change in Control Date, the Remaining Performance Shares (or their equivalency as determined under the Change in Control transaction) shall be reinstated and Common Shares (based on such Remaining Performance Shares) shall be issued or their equivalent paid, as applicable, to the Employee.

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(c)                Termination of Employment With Cause Following the Change in Control Date. In the event the Employee is terminated from the employ of the Company or its Subsidiaries (or their respective successors or entities that continue in business) with Cause at any time following a Change in Control, the Employee shall forfeit the Remaining Performance Shares.

7.                Assignability. The Performance Shares, including any interest therein, shall not be transferable or assignable, except as permitted in accordance with Section 11 of the Plan.

8.                Securities Laws Requirements. This grant has not been registered under the Securities Act of 1933, as amended, or any applicable state securities laws and no transfer or assignment of this grant may be made in the absence of an effective registration statement under such laws or the availability of an exemption from the registration provisions thereof in respect of such transfer or assignment.

9.                Detrimental Activity. Notwithstanding anything in this Agreement or the Plan to the contrary, if the Employee, either during employment by the Company or a Subsidiary or within six (6) months after termination of such employment, shall engage in any Detrimental Activity, and the Board shall so find, forthwith upon notice of such finding, the Employee shall:

(a)                return to the Company, in exchange for payment by the Company of any amount actually paid therefore by the Employee, all Common Shares that the Employee has not disposed of that were issued pursuant to this Agreement within a period of one (1) year prior to the date of the commencement of such Detrimental Activity, and

(b)                with respect to any Common Shares so acquired that the Employee has disposed of, pay to the Company in cash the difference between:

(i)                any amount actually paid therefore by the Employee pursuant to this Agreement, and

(ii)                the Market Value Per Share of the Common Shares on the date of such acquisition.

To the extent that such amounts are not paid to the Company, the Company may set off the amounts so payable to it against any amounts that may be owing from time to time by the Company or a Subsidiary to the Employee, whether as wages, deferred compensation or vacation pay or in the form of any other benefit or for any other reason. The Company shall not enforce remedies upon occurrence of a Detrimental Activity against Employee in excess of or beyond restrictions or limitations under applicable law.

10.                Withholding Taxes. To the extent that the Company is required to withhold federal, state, local or foreign taxes in connection with any payment made or benefit realized by the Employee or other person under this Agreement, and the amounts available to the Company for such withholding are insufficient, it will be a condition to the receipt of such payment or the realization of such benefit that the Employee or such other person make arrangements satisfactory to the Company for payment of the balance of such taxes required to be withheld, which arrangements (in the discretion of the Board) may include relinquishment of a portion of such benefit.

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11.                No Right to Employment. The Plan and this Agreement will not confer upon the Employee any right with respect to the continuance of employment or other service with the Company or any Subsidiary and will not interfere in any way with any right that the Company or any Subsidiary would otherwise have to terminate any employment or other service of the Employee at any time. For purposes of this Agreement, the continuous employ of the Employee with the Company or a Subsidiary shall not be deemed interrupted, and the Employee shall not be deemed to have ceased to be an employee of the Company or any Subsidiary by reason of (a) the transfer of his or her employment among the Company and its Subsidiaries or (b) an approved leave of absence.

12.                Relation to Other Benefits. Any economic or other benefit to the Employee under this Agreement or the Plan will not be taken into account in determining any benefits to which the Employee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or a Subsidiary and will not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary.

13.                Intergrated Agreement. This Agreement shall consist of its terms and those terms of the Plan which are relevant to this Agreement and both shall be read together.

14.                Weekends, Holidays. If the last or appointed day for the taking of any action required or the expiration of any right granted herein shall be a Sunday, or a Saturday or shall be a legal holiday or a day on which banking institutions in Tulsa, Oklahoma, are authorized or required by law to remain closed, then such action may be taken or right may be exercised on the next succeeding day which is not a Sunday, a Saturday or a legal holiday and not a day on which banking institutions in Tulsa, Oklahoma, are authorized or required by law to remain closed.

15.                Amendments. Any amendment to the Plan will be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment will adversely affect the rights of the Employee under this Agreement without the Employee’s consent.

16.                Severability. In the event that one or more of the provisions of this Agreement is invalidated for any reason by a court of competent jurisdiction, any provision so invalidated will be deemed to be separable from the other provisions hereof, and the remaining provisions hereof will continue to be valid and fully enforceable.

17.                Compliance with Section 409A of the Code . This Agreement is intended to comply with Section 409A of the Code and the grant hereunder and the terms of this Agreement shall be administered in a manner that is intended to comply with Section 409A of the Code and shall be construed and interpreted in accordance with such intent. To the extent that the grant is subject to Section 409A of the Code, it shall be granted and issued in a manner that will comply with Section 409A of the Code, including any Guidance. Any provision of this Agreement that would cause the grant or issuance to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Code Section 409A (which amendment may be retroactive to the extent permitted by the Guidance).

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18.                Compliance with Law. Notwithstanding any other provision of this Agreement, the Company will not be obligated to issue any Common Shares in payment of any vested Performance Shares pursuant to this Agreement if the issuance thereof would result in a violation of any laws. The Company will make reasonable efforts to comply with all applicable federal and state securities laws.

19.                Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day and year above written.

	DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
Attest:
	By: _________________________________
______________________________ Stephen W. Ray, Secretary	Gary L. Paxton President and Chief Executive Officer
	_________________________________ «Name», Employee

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ATTACHMENT A

TSR Scale

	Threshold		Target		Maximum
Percentile	___th	___th	___th	___th	___th
Common Shares Earned (% of Target)	___%	___%	___%	____%	____%

Non-Airport Revenue Growth Scale

	Threshold		Target		Maximum
Revenue Growth %	____% BP	___% BP	___% BP	___% BP	___% BP
Revenue Growth $	$____	$_____	$_______	$____	$______
Common Shares Earned (% of Target)	___%	____%	____%	_____%	____%

Market Share Maintenance Scale

	Threshold		Target		Maximum
Annual Growth	____%	_____%	____%	____%	____%
Percentile	___th	____th	____th	____th	____th
Common Shares Earned (% of Target)	___%	____%	____%	____%	____%

CDI Scale

	Threshold		Target		Maximum
Months with CDI rating of ____ or less	____	____	____	____	____
Common Shares Earned (% of Target)	___%	____%	____%	____%	___%

CRI Scale

	Threshold		Target		Maximum
CRI%	____%	_____%	____%	_____%	____%
Common Shares Earned (% of Target)	____%	____%	_____%	____%	____%

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ATTACHMENT A

Example 1:

			Result
TSR	DTG return at end of ____	_____%
	Russell 2000 Companies
	___th Percentile	____%
	___th Percentile	____%
	___th Percentile	____%	____% payout
Non-Airport Revenue Growth	Revenue growth at the end of ____	$______	___% payout
Market Share	Market Share for year ____	____%
	Market Share for year ____	____%	____% payout
CDI	Months with CDI of ____ or less	____	____% payout
CRI	CRI% for ____	____%
	CRI% for ____	____%	____% payout
Total Payout			_____% payout

Example 2:

			Result
TSR	DTG return at end of ____	____%
	Russell 2000 Companies
	___th Percentile	____%
	___th Percentile	____%
	___th Percentile	____%	___% payout
Non-Airport Revenue Growth	Revenue growth at the end of ____	$_____	___% payout
Market Share	Market Share for year ____	_____%
	Market Share for year ____	_____%	____% payout
CDI	Months with CDI of ____ or less	____	____% payout
CRI	CRI% for _____	____%
	CRI% for _____	____%	___% payout
Total Payout	Due to TSR results (See Section 3(b))		___% payout

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EX-10

EXHIBIT 10.126

FIRST AMENDMENT TO

EMPLOYMENT CONTINUATION AGREEMENT

THIS FIRST AMENDMENT TO EMPLOYMENT CONTINUATION AGREEMENT (this “Amendment”), dated as of February 1, 2007, is made and entered into by and between Dollar Thrifty Automotive Group, Inc., a Delaware corporation (the “Company”), and Gary L. Paxton (the “Executive”).

RECITALS:

A.         The Company and the Executive previously entered into that certain Employment Continuation Agreement dated as of April 21, 2004 (the “Agreement”).

B.          The Company and the Executive desire to amend the Agreement as provided in this Amendment.

NOW THEREFORE, the Company and the Executive agree as follows:

1.           Recitals. The recitals set forth hereinabove are hereby incorporated herein by this reference with the same force and effect as if fully hereinafter set forth.

2.           Amendments. The Agreement is hereby amended as follows:

(a)          By amending the definition of “Change in Control” contained in Section 1(d) of the Agreement as follows:

(i)           By amending subparagraph (i) by deleting the phrase “more than 50%” in its entirety in the sixth line thereof and replacing it with the phrase “more than 60%”.

(ii)          By amending subparagraph (ii) by deleting the phrase “more than 50%” in its entirety in the fifth line thereof and replacing it with the phrase “more than 60%”.

(b)          By deleting the portion of the first sentence before the proviso in Section 3(c) of the Agreement in its entirety and replacing it with the following:

“Notwithstanding anything contained in this Agreement to the contrary, in the event of a Change in Control, the Executive may terminate employment with the Company for any reason, or without reason, during the 30-day period immediately following the one year anniversary of the occurrence of a Change in Control with a right to employment continuation compensation as described in Section 4;”

(c)          By deleting the phrase “the Southwest Edition of” before the phrase “The Wall Street Journal” contained in Section 4(b) of the Agreement in its entirety.

(d)          By deleting Paragraph 4 of Annex A to the Agreement in its entirety and replacing it with the following:

“4.          Outplacement Services. Outplacement services for a period within 12 months following the Termination Date by a firm selected by the Executive, at the expense of the Company in an amount not to exceed $35,000.”

(e)         By deleting Paragraph 6 of Annex A to the Agreement in its entirety and replacing it with the following:

“6.          Financial, Investment and Tax Planning. During the Continuation Period, the Company will arrange to provide the Executive with financial, investment and tax planning services in accordance with the policies and procedures of the Company regarding the provision of such services to its senior executives existing immediately prior to the Change in Control.”

3.           Effect of Amendment. Except as specifically amended hereby, the Agreement shall continue in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first written above.

EXECUTIVE:

_________________________________________

Gary L. Paxton

COMPANY:

DOLLAR THRIFTY AUTOMOTIVE GROUP,
INC., a Delaware corporation

By: _____________________________________

Edward C. Lumley

Chairman, Human Resources and
Compensation Committee of the Board of
Directors

2

EX-10

EXHIBIT 10.127

AMENDMENT NUMBER 2 TO

AMENDED AND RESTATED

EMPLOYMENT CONTINUATION PLAN

FOR KEY EMPLOYEES OF

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

This Amendment Number 2 dated as of February 1, 2007 (this “Amendment”) is attached to and made a part of that certain Amended and Restated Employment Continuation Plan for Key Employees of Dollar Thrifty Automotive Group, Inc. (“DTAG”) dated April 21, 2004, as amended by Amendment Number 1 dated September 28, 2005 (collectively, the “Plan”).

This Amendment shall amend the Plan as follows:.

1.           By amending the definition of “Change in Control” contained in Section 3(d) of the Plan as follows:

(a)          By amending subparagraph (i) by deleting the phrase “more than 50%” in its entirety in the sixth line thereof and replacing it with the phrase “more than 60%”.

(b)          By amending subparagraph (ii) by deleting the phrase “more than 50%” in its entirety in the fifth line thereof and replacing it with the phrase “more than 60%”.

2.          By deleting the portion of the first sentence before the proviso in Section 4(e) of the Plan in its entirety and replacing it with the following:

“Notwithstanding anything contained in this Plan to the contrary, in the event of a Change in Control, any Key Employee to whom the benefits of this Section 4(e) are extended as provided in Annex A-1 may terminate employment with the Company for any reason, or without reason, during the 30-day period immediately following the one year anniversary of the occurrence of a Change in Control with a right to Employment Continuation Compensation;”

3.            By deleting the phrase “the Southwest Edition of” before the phrase “The Wall Street Journal” contained in Section 5(a)(iii) of the Plan in its entirety.

4.          By deleting Section 5(c) of the Plan in its entirety and replacing it with the following:

“c.           Outplacement Services. Each Key Employee listed on Annex A whose employment is terminated in accordance with Section 4(c) shall be reimbursed by the Company for reasonable expenses incurred for outplacement counseling (i) which are pre-approved by the Administrator, (ii) which do not exceed $20,000, and (iii) which are incurred by the Key Employee within fifty-two (52) weeks following

the Termination Date. Each Key Employee listed on Annex B whose employment is terminated in accordance with Section 4(d) shall be reimbursed by the Company for reasonable expenses incurred for outplacement counseling (i) which are pre-approved by the Administrator, (ii) which do not exceed $20,000, and (iii) which are incurred by the Key Employee within twenty-six (26) weeks following the Termination Date.”

5.           By deleting Section 5(e) of the Plan in its entirety and replacing it with the following:

“6.          Financial, Investment and Tax Planning. During the Continuation Period, the Company will arrange to provide each Key Employee with financial, investment and tax planning services in accordance with the policies and procedures of the Company regarding the provision of such services to its executives existing immediately prior to the Change in Control.”

6.           By amending the first sentence of Section 6 of the Plan by adding the phrase “and Annex A-2” at the end of such sentence following the phrase “Annex A-1”.

7.           By amending the first sentence of Section 6(h) of the Plan by adding the phrase “or Annex A-2” in the third line of such sentence following the phrase “Annex A-1”.

8.           By adding a new Annex A-2 attached to this Amendment as Schedule 1

All other provisions of the Plan remain as stated in the Plan.

These actions were approved by the Human Resources and Compensation Committee of the Board of Directors of DTAG at its meeting held on February 1, 2007.

2

 

Schedule 1

AMENDED AND RESTATED EMPLOYMENT CONTINUATION PLAN

FOR KEY EMPLOYEES OF

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

Annex A-2

Key Employees

Steven B. Hildebrand

R. Scott Anderson

John J. Foley

EX-10

EXHIBIT 10.128

SECOND AMENDMENT TO AMENDED AND RESTATED

LONG-TERM INCENTIVE PLAN AND DIRECTOR EQUITY PLAN

The Amended and Restated Long-Term Incentive Plan and Director Equity Plan adopted by the Board of Directors of Dollar Thrifty Automotive Group, Inc. (“DTAG”) on March 23, 2005 and adopted by the shareholders of DTAG on May 20, 2005, as amended by First Amendment Amended and Restated Long-Term Incentive Plan and Director Equity Plan adopted by DTAG on February 1, 2006 (collectively, the “Plan”), is hereby amended on February 1, 2007as follows:

1.         The definition of “Change in Control” contained in Section 13(a) of the Plan is hereby amended as follows:

(a)          By amending subparagraph (i) by deleting the phrase “less than a majority of” after the word “reorganization” in its entirety and replacing it with the phrase “60% or less of”.

(b)          By amending subparagraph (ii) by deleting the phrase “less than a majority of” after the word “transfer” in its entirety and replacing it with the phrase “60% or less of”.

This Second Amendment was approved by the Human Resources and Compensation Committee of the Board of Directors of DTAG at its meeting held on February 1, 2007.

EX-10

EXHIBIT 10.129

FIFTH AMENDMENT TO DEFERRED COMPENSATION PLAN

The Deferred Compensation Plan adopted by Pentastar Services, Inc., predecessor to Dollar Thrifty Automotive Group, Inc. (“DTAG”), on December 28, 1994, as amended by (i) Amendment to Deferred Compensation Plan adopted by DTAG on September 29, 1998, (ii) Second Amendment to Deferred Compensation Plan adopted by DTAG on September 23, 1999, (iii) Third Amendment to Deferred Compensation Plan adopted by DTAG on January 14, 2000, and (iv) Fourth Amendment to Deferred Compensation Plan adopted by DTAG on December 1, 2005, effective as of January 1, 2005 (collectively, the “Plan”) is hereby amended on February 1, 2007 as follows:

1.         The definition of “Change in Control” contained in Section 1.6 of the Plan is hereby amended as follows:

(a)          By amending subparagraph (a) by deleting the phrase “less than a majority of” after the word “reorganization” in its entirety and replacing it with the phrase “60% or less of”.

(b)          By amending subparagraph (b) by deleting the phrase “less than a majority of” after the word “transfer” in its entirety and replacing it with the phrase “60% or less of”.

This Fifth Amendment was approved by the Human Resources and Compensation Committee of the Board of Directors of DTAG at its meeting held on February 1, 2007.

EX-10

EXHIBIT 10.130

SIXTH AMENDMENT TO RETIREMENT PLAN

The Retirement Plan adopted by Dollar Thrifty Automotive Group, Inc. (“DTAG”) on December 5, 1998, as amended by (i) First Amendment to Retirement Plan adopted by DTAG on September 23, 1999, (ii) Second Amendment to Retirement Plan adopted by DTAG on January 14, 2000, (iii) Adoption, Consent and Third Amendment to Retirement Plan adopted by DTAG on July 1, 2000, (iv) Fourth Amendment to Retirement Plan adopted by DTAG on December 2, 2004, and (v) Fifth Amendment to Retirement Plan adopted by DTAG on December 1, 2005, effective as of January 1, 2005 (collectively, the “Plan”) is hereby amended on February 1, 2007 as follows:

1.         The definition of “Change in Control” contained in Section 1.6 of the Plan is hereby amended as follows:

(a)          By amending subparagraph (a) by deleting the phrase “less than a majority of” after the word “reorganization” in its entirety and replacing it with the phrase “60% or less of”.

(b)          By amending subparagraph (b) by deleting the phrase “less than a majority of” after the word “transfer” in its entirety and replacing it with the phrase “60% or less of”.

This Sixth Amendment was approved by the Human Resources and Compensation Committee of the Board of Directors of DTAG at its meeting held on February 1, 2007.