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The following is an excerpt from a S-1/A SEC Filing, filed by DOLLAR THRIFTY AUTOMOTIVE GROUP INC on 11/26/1997.
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DOLLAR THRIFTY AUTOMOTIVE GROUP INC - S-1/A - 19971126 - EXECUTIVE_COMPENSATION

EXECUTIVE COMPENSATION

Joseph E. Cappy has served as an officer of both the Company and Chrysler and, for periods prior to the completion of the Offering, has received and will receive all of his compensation from Chrysler. He will retire as an officer of Chrysler upon completion of the Offering. The Company expects that, following completion of the Offering, Mr. Cappy will receive an annual base salary of $450,000 and an award of stock options and performance shares under the Company's long-term incentive plan described below. The Company anticipates that he will be eligible to receive an annual cash bonus based on performance. See Notes 9 and 12 of Notes to Unaudited Pro Forma Consolidated Financial Statements.

SUMMARY COMPENSATION TABLE

The following table summarizes the compensation earned by certain executive officers of the Group for the fiscal year ended December 31, 1996.

                                                             Annual Compensation
                                                    -------------------------------------    Long Term Compensation
                                                                              ALL OTHER      -----------------------
                      NAME                           SALARY      BONUS      COMPENSATION(a)  AWARDS(c)    Payouts(d)
-------------------------------------------------   --------    --------    -------------    ---------    ----------
Joseph E. Cappy,.................................      --          --           --              --           --
  Chairman of the Board,
  Chief Executive Officer
  and President(b)
Gary L. Paxton,..................................   $248,000    $242,500       $32,832       $ 139,500     $ 90,725
  Executive Vice President
  and President - Dollar
Donald M. Himelfarb,.............................    227,000     103,853        28,560          62,312       74,146
  Executive Vice President
  and President - Thrifty
Steven B. Hildebrand,............................    163,000      66,658        20,076          34,801       48,474
  Vice President, Chief
  Financial Officer and
  Treasurer


(a) Represents the Group's contributions to its qualified and non-qualified defined contribution plans.

(b) As described above, Mr. Cappy has served as an officer of the Company and Chrysler and, for periods prior to completion of the Offering, has received and will receive all of his compensation from Chrysler.

(c) Represents amounts earned with respect to the year ended December 31, 1996 under the Group's executive retention plan payable in three equal annual installments commencing December 1997.

(d) Represents amounts distributed under the Group's executive retention plan with respect to awards earned prior to the year ended December 31, 1996.

66

LONG-TERM INCENTIVE PLAN

The Company anticipates adopting a long-term incentive plan (the "LTIP"), effective upon completion of the Offering. The LTIP is intended to provide incentives to officers and other key employees of Dollar Thrifty Group that serve to align their interests with those of stockholders. Under the LTIP, the Board of Directors or the Compensation Committee would be authorized to award:
(1) stock options (including both non-qualified stock options and "incentive stock options"), (2) stock appreciation rights, (3) restricted stock, (4) performance share awards and (5) other stock-based incentive awards. The LTIP would be intended to qualify for the performance-based exclusion from the deduction limitation of Section 162(m) of the Internal Revenue Code of 1986, as amended.

Initially, 10% of the shares of the Company's common stock outstanding upon completion of the Offering (expected to be 2,250,000 shares, or 2,587,500 shares if the over-allotment option granted to the U.S. Underwriters and the Managers is exercised in full) would be authorized for issuance under the LTIP.

The Company anticipates that initial awards of up to an aggregate of 6% of the shares then outstanding would be made after completion of the Offering. The initial awards would consist of stock options and performance shares.

Initial stock option awards are expected to be granted to approximately 170 employees, including each of the named executive officers, at an exercise price per share equal to the public offering price. Such options would become exercisable in three equal annual installments commencing on the first anniversary of the grant date. Under certain circumstances, including a change of control of the Company, the options would be exercisable immediately.

In addition, initial performance share awards are expected to be granted to Company officers and certain key employees, including each of the named executive officers. Such awards would establish a target number of shares that may be earned in three equal annual installments commencing on the first anniversary of the grant date. The number of performance shares ultimately earned by a grantee would be expected to range from zero to 200% of the grantee's target award, depending on the level of corporate performance each year against business plan and stock price appreciation targets established on the grant date. Any performance share installments not earned as of a given anniversary date would be forfeited. Performance shares earned would be delivered to the grantee on the third anniversary of the initial grant date, provided the grantee is then employed by a member of the Group. Under certain circumstances, including a change of control of the Company, the performance shares earned would be delivered immediately.

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