EXHIBIT 10.27
-------------
THIRD 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"), as amended by a First Amendment
thereto on April 23, 2001 and a Second Amendment thereto on May 7, 2001; 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 1(e) of the Agreement is hereby deleted in its entirety:
2. Section 9 of the Agreement is hereby deleted in its entirety and
replaced with the following:
9. Confidentiality; Nonsolicitation. (a) During the Term, the Company
agrees that it will disclose to Executive its confidential or
proprietary information (as defined in this Section 9(a)) to the
extent necessary for Executive to carry out his obligations to the
Company. The Executive hereby covenants and agrees that he will not,
without the prior written consent of the Company, during the Term or
thereafter disclose to any person not employed by the Company, or use
in connection with engaging in competition with the Company, any
confidential or proprietary information of the Company. For purposes
of this Agreement, the term "confidential or proprietary information"
will include all information of any nature and in any form that is
owned by the Company and that is not publicly available (other than by
Executive's breach of this Section 9(a)) or generally known to persons
engaged in businesses similar or related to those of the Company.
Confidential or proprietary information will include, without
limitation, the Company's financial matters, customers, employees,
industry contracts, strategic business plans, product development (or
other proprietary product data), marketing plans, and all other
secrets and all other information of a confidential or proprietary
nature. For purposes of the preceding two sentences, the term
"Company" will also include any Subsidiary (collectively, the
"Restricted Group"). The foregoing obligations imposed by this Section
9(a) will not apply (i) during the Term, in the course of the business
of and for the benefit of the Company, (ii) if such confidential or
proprietary information will have become, through no fault of the
Executive, generally known to the public or (iii) if the Executive is
required by law to make disclosure (after giving the Company notice
and an opportunity to contest such requirement).
1
(b) The Executive hereby covenants and agrees that during the Term and
during the Continuation Period, the Executive will not, without the
prior written consent of the Company, which consent shall not
unreasonably be withheld, on behalf of Executive or on behalf of any
person, firm or company, directly or indirectly, attempt to influence,
persuade or induce, or assist any other person in so persuading or
inducing, any employee of the Restricted Group to give up, or to not
commence, employment or a business relationship with the Restricted
Group.
3. Paragraph 2 of Annex A is hereby deleted in its entirety and replaced
with the following:
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.
IN WITNESS WHEREOF, the parties have caused this Third Amendment to the
Agreement to be duly executed and delivered on the 19th day of November, 2001.
_________________________________________
Xxxxxx X. Xxxxx, Executive
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
By:______________________________________
Xxxxxx X. Xxxxxxxxxx
Executive Vice President and Chief
Financial Officer
2
