Exhibit 10.37
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RESTRICTED STOCK
GRANT AGREEMENT
THIS RESTRICTED STOCK GRANT AGREEMENT (this "Agreement") is dated this
_____ day of _______________, 20__ between Dollar Thrifty Automotive Group,
Inc., a Delaware corporation ("Company"), and _________________________
("Director").
RECITALS:
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A. The Company's Long Term Incentive Plan ("Plan") provides for the grant
of restricted shares of Common Stock of the Company to certain eligible
employees and directors of the Company or its Subsidiaries pursuant to the terms
of the Plan and this Agreement.
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 Restricted Shares. The Company shall grant ______ restricted
shares of Common Stock ("Restricted Stock") to the Director on ______________,
20__.
3. Vesting. The number of shares of Restricted Stock to be awarded
hereunder, and the vesting (non-forfeitability) of such shares shall take place
on ___________, 20__. Upon the termination of service of the Director on the
Board for any reason, other than in connection with a Change in Control, the
Restricted Stock award will be prorated and vested based on the period of
service on the Board from ___________, 20___ through the time of such
termination. Upon termination of service for any reason in connection with a
Change in Control, all Restricted Stock granted shall become fully vested.
4. Assignability. Neither the grant nor the shares of Restricted Stock that
may be awarded hereunder shall be assignable, except as permitted in accordance
with Section 18 of the Plan.
5. Securities Laws Requirements; Issuance of Certificates. Neither this
grant nor the shares of Common Stock which may be awarded hereunder have been
registered under the Securities Act of 1933, as amended, or any applicable state
securities laws and no transfer or assignment of this grant or the shares of
Common Stock issuable upon award 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.
The certificates for the shares of Common Stock so awarded hereunder shall
be delivered to the Director or the Director's permitted assignee hereof within
a reasonable time, not exceeding thirty (30) days, after the date of vesting of
Common Stock, and shall bear the following legend (unless the shares have been
registered, and shall bear the legend notwithstanding registration if they
constitute control stock as determined by the Company under Rule 144 promulgated
under the Securities Act of 1933, as amended):
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"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE
SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT
PURSUANT TO (i) A REGISTRATION STATEMENT WITH RESPECT TO SUCH
SECURITIES WHICH IS EFFECTIVE UNDER SUCH ACT, (ii) RULE 144 UNDER
SUCH ACT (OR ANY OTHER EXEMPTION FROM REGISTRATION UNDER SUCH ACT
RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION
OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS
AVAILABLE."
6. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Oklahoma.
7. Integrated 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.
8. 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.
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:_____________________________________
__________________________ Xxxx X. Xxxxxx
Xxxxxxx X. Xxx, Secretary President and Chief Executive Officer
_____________________________________
_______________, Director
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