EXHIBIT 10.23
FIRST AMENDMENT TO
EMPLOYMENT CONTINUATION AGREEMENT
WHEREAS, on September 29, 1998, Dollar Thrifty Automotive Group, Inc. (the
"Company") and Xxxxxx X. Xxxxx (the "Executive") entered into an Employment
Continuation Agreement (the "Agreement"); and
WHEREAS, the Company and the Executive wish to amend the Agreement pursuant
to their reserved rights under Section 17 of the Agreement.
NOW, THEREFORE, the Agreement is amended as follows:
1. Section 3(c) of the Agreement is amended to read as follows:
"(c) 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 90-day period immediately following the occurrence
of a Change in Control with a right to employment continuation
compensation as provided in Section 4; provided, however, that for
purposes of this Section 3(c), the circumstances described in Section
1(d)(iv) shall not constitute a Change in Control unless there is an
actual closing or occurrence of the events which gave rise to the
filings with the Securities and Exchange Commission described in said
Section 1(d)(iv)."
2. Paragraph 2 of Annex A is deleted and amended to read as follows:
"2. Employment Continuation Pay. A lump sum payment in an amount
equal to (a) the sum of the Executive's Base Pay and Incentive Pay,
multiplied by (b) three, provided, however, that if the Executive's
employment is terminated under Section 3(b)(v), a lump sum payment in
an amount equal to (x) the sum of the Executive's Base Pay and
Incentive Pay, multiplied by (y) two."
3. The first parenthetical appearing in paragraph 4 of Annex A is
deleted and amended to read as follows: "(or for two years in the
event that the Executive's employment is terminated under Section
3(b)(v))."
4. Paragraph 6 of Annex A is hereby deleted in its entirety and
replaced with: "6. Intentionally Deleted."
5. A new sentence is added to the end of Paragraph 7 of Annex A
to read as follows: "At the end of the Continuation Period, the
Company will transfer in outright ownership to the Executive such car
or cars."
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IN WITNESS WHEREOF, the parties have caused this First Amendment to the
Agreement to be duly executed and delivered on the 23rd day of April, 2001.
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Executive
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
By:_____________________________________________
Title: Executive Vice President and
Chief Financial Officer
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