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

May 15, 2008

Date of Report (Date of earliest event reported)

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 1-13647
(Commission
File Number) 73-1356520
(I.R.S. Employer
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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On May 15, 2008, the shareholders of Dollar Thrifty Automotive Group, Inc. (the “Company”) approved the addition of 660,000 shares pursuant to the Third Amendment to the Amended and Restated Long-Term Incentive Plan and Director Equity Plan (the “Amendment”).

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment attached hereto as Exhibit 10.190 and is incorporated herein by reference.

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ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

Exhibit No. Description

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

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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)

May 21, 2008 By: /s/ KIMBERLY D. PAUL .

Kimberly D. Paul

Vice President and Chief Accounting Officer

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INDEX TO EXHIBITS

Exhibit No. Description

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

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EX-10

Exhibit 10.190

THIRD 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 (i) First Amendment to Amended and Restated Long-Term Incentive Plan and Director Equity Plan adopted by DTAG on February 1, 2006, and (ii) Second Amendment to Amended and Restated Long-Term Incentive Plan and Director Equity Plan adopted by DTAG on February 1, 2007 (collectively, the “Plan”), is hereby amended as follows on March 11, 2008, subject to stockholder approval as provided below:

1.         By deleting the first sentence of Section 3(a) of the Plan in its entirety and replacing it with the following:

“(a) Subject to adjustment as provided in Section 12 of this Plan, the number of Common Shares that may be issued or transferred (i) upon the exercise of Option Rights or Appreciation Rights, (ii) as Restricted Stock and released from substantial risks of forfeiture thereof, (iii) as Restricted Stock Units, (iv) in payment of Performance Shares or Performance Units that have been earned, (v) as awards to Non-Employee Directors, or (vi) as awards contemplated by Section 10 of this Plan will not exceed in the aggregate 660,000 Common Shares, plus (i) any Common Shares that remained available for issuance or transfer under the Original Plan, (ii) any Common Shares that remained available for issuance or transfer under the Plan, and (iii) any shares relating to awards heretofore or hereafter made, whether granted, reserved and outstanding under this Plan or the Original Plan, that expire or are forfeited (including Performance Shares) or are cancelled.”

This Third Amendment (the “Third Amendment”) was approved by the Human Resources and Compensation Committee of the Board of Directors of DTAG at its meeting held on March 11, 2008. This Third Amendment shall become effective and operative if, and only if, (a) a majority of the votes cast at the Annual Meeting of Stockholders of DTAG to be held on May 15, 2008 (or any adjournment or adjournments thereof) or at any other duly held meeting or meetings within twelve (12) months after March 11, 2008 are in favor of this Third Amendment, and (b) the total number of votes actually cast on this Third Amendment represent more than 50% in interest of all stockholders entitled to vote on this Third Amendment. A failure to obtain such a vote within such time shall make all provisions of this Third Amendment null and void from inception.

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