ex10_1.htm


    Exhibit
10.1

     

    
      


      


      
        	
                2009
      Long-Term Performance Incentive Program

              	
                Denny’s
      Corporation

              
	
                Performance
      Shares and Target Cash Opportunity

              	
                203
      East Main Street

              
	
                Award
      Certificate

              	
                Spartanburg,
      SC 29319

              


      

      


      ___________________  (“Grantee”)

      


      Denny’s
Corporation (the “Company”) has granted to you a performance award (the
“Award”), denominated one-half in performance shares (the “Performance Shares”)
and one-half in cash (the “Target Cash Opportunity”). The Award is granted under
the Denny’s Corporation ________ Omnibus Incentive Plan (the “Plan”) and
pursuant to the 2009 Long-Term Performance Incentive Program (the “Program
Description”).  The Performance Shares entitle you to earn shares of
the Company’s $0.01 par value common stock (“Shares”), on a one-for-one basis,
and the Target Cash Opportunity entitles you to earn a cash payment, as set
forth below. By accepting the Award, Grantee shall be deemed to have agreed to
the terms and conditions set forth in this Award Certificate, the Program
Description and the Plan.

      


      Grant
Date of Award: ___________

      


      Number
of Performance Shares: __________

      


      Target
Cash Opportunity: $__________

      


      The Award
is granted as a Qualified Performance-Based Award under the Section 14.11 of the
Plan.  If the Company achieves at least ______________ for the fiscal
year ending __________ (the “Threshold Performance Goal”), then the Award shall
be considered earned in an amount equal to 200% of the Performance Shares and
Target Cash Opportunity; provided, however, that the
number of Performance Shares and the amount of the Target Cash Opportunity
actually paid under the Award will be subject to reduction based on the TSR
Comparison described below, or otherwise in the discretion of the Committee, and
is also subject to your continuous employment during the vesting period
described below.  Prior to any conversion or payout of the Award, the
Compensation and Incentives Committee of the Company’s Board of Directors shall
certify in writing that the Threshold Performance Goal has been
satisfied.

      


      If the
Threshold Performance Goal is satisfied, then the Award will vest (become
non-forfeitable) on _____________, subject to your continued employment with the
Company through such date, unless vesting is accelerated under Section 2 of the
Terms and Conditions on the following page.

      


      If the
Threshold Performance Goal is satisfied and the vesting condition is satisfied,
the actual number of Performance Shares and the amount of the Target Cash
Opportunity to be paid to the Grantee will be adjusted to an amount between 0%
and 200% of the number and amount originally granted, based on the Company’s
Total Shareholder Return (“TSR,” as defined below) ranking relative to the
Company’s Peer Group (as defined in the Program Description) over a
_______________ fiscal period ending on ________________ (the “Performance
Period”), as further described in the Program Description (the “TSR
Comparison”), or based on any other criteria determined by the Committee in its
discretion.

      


      
        
          

        

      

      
        
          	
                  For
      purposes of this Award Certificate, TSR will be calculated as
      follows:

                   

                  TSR
      = (ending stock price – beginning stock price + reinvested dividends) /
      beginning stock price

                   

                  This
      Award is governed by the terms of the Plan and the Program Description,
      and subject to the Terms and Conditions on the following
      page.  Capitalized terms used herein and not otherwise defined
      shall have the meanings assigned to such terms in the Plan.

                   

                
	
                   

                   

                   

                  ________________________________

                  For
      Denny’s Corporation

                	
                   

                   

                   

                  ________________________________

                  Date

                	 
      


        

      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      TERMS AND
CONDITIONS

      


      1. Vesting and Forfeiture of Award.  If
the Threshold Performance Goal is satisfied, the Award will vest and become
non-forfeitable on _____________, subject to accelerated vesting under certain
circumstances as provided in Section 2 below (the “Vesting Date”).  If
Grantee’s employment with the Company terminates for any reason other than as
set forth in paragraph (a) of Section 2 below, Grantee shall forfeit all of
Grantee’s right, title and interest in and to any unvested Performance Shares
and unvested Target Cash Opportunity under the Award as of the date of
termination of employment. In addition, if Grantee’s employment is terminated by
the Company for Cause, Grantee shall also forfeit any vested Performance Shares
and Target Cash Opportunity that has not yet been paid.

       

      2.  Acceleration of
Vesting.  The Award shall be subject to accelerated vesting as
set forth below, in each case subject to the TSR Comparison adjustment as
described.

       

      (a) Upon
Grantee’s termination of employment with the Company due to death or Disability,
a pro rata portion of the Performance Shares and the Target Cash Opportunity
will vest and become non-forfeitable (the pro rata portion shall be determined
by multiplying each of the number of Performance Shares and the amount of the
Target Cash Opportunity by a fraction, the numerator of which is the number of
days elapsed from ______________ to the termination date, and the denominator of
which is _________). The TSR Comparison shall then be applied, and the pro rata
number of Performance Shares and the pro rata amount of Target Cash Opportunity
shall be adjusted, based on the Company’s TSR ranking relative to the Peer Group
as of the end of the Company’s fiscal quarter immediately following the
termination of employment due to death or Disability (as if the Performance
Period had ended on such fiscal quarter ending date).

       

       (b)
Upon a Change in Control of the Company, the Performance Shares and the
Target Cash Opportunity will vest and become non-forfeitable. The TSR Comparison
shall then be applied, and the number of Performance Shares and the Target Cash
Opportunity amount shall be adjusted, based on the Company’s TSR ranking
relative to the Peer Group as of the date of the Change in Control (as if the
Performance Period had ended on the date of the Change in Control).

       

      3. TSR Comparison and Award
Adjustment.  The
number of Performance Shares and the amount of the Target Cash Opportunity shall
be adjusted following the end of the Performance Period (or the pro rata portion
shall be adjusted following the end of the Company’s fiscal quarter following a
termination of employment due to death or Disability, or following a Change in
Control, if applicable) based on the TSR Comparison, as follows:

       

      
        
          	 
      	
                  Company’s
      TSR Percentile Ranking Relative to Peer Group

                	
                  Adjustment

                  Factor
      *

                
	
                  Below
      Threshold

                	
                  Less
      than 25%

                	
                  0%

                
	
                  Threshold

                	
                  25%

                	
                  50%

                
	
                  Target

                	
                  50%

                	
                  100%

                
	
                  Maximum

                	
                  90%

                	
                  200%

                


        

      

       

      * TSR
Comparison is interpolated on a straight-line basis for performance between
points.

      


      In
addition, the Committee retains the discretion to increase (but not above 200%
of the original award amounts) or decrease the number of Performance Shares and
the amount of the Target Cash Opportunity to be paid based on such other factors
as the Committee deems appropriate.

      


      4. Conversion to Shares and
Cash Payment.  The Performance Shares (as adjusted based on the
TSR Comparison) will be converted to actual Shares, and the Target Cash
Opportunity (as adjusted based on the TSR Comparison) will be paid in cash, as
soon as practicable following the end of the Performance Period, and no later
than ______________.  Stock certificates evidencing Shares paid upon
conversion of the Performance Shares will be registered on the books of the
Company in Grantee’s name as of the date of payment and delivered to Grantee as
soon as practical thereafter.

      


      5. Limitation of
Rights.  The Award does not confer to Grantee or Grantee’s
beneficiary any rights of a stockholder of the Company unless and until Shares
are in fact issued to such person in connection with the
Award.  Nothing in this Award Certificate shall interfere with or
limit in any way the right of the Company or any Affiliate to terminate
Grantee’s employment at any time, nor confer upon Grantee any right to continue
in employment of the Company or any Affiliate.

      


      6. Payment of
Taxes.  The Company or any Affiliate employing Grantee has the
authority and the right to deduct or withhold, or require Grantee to remit to
the employer, an amount sufficient to satisfy federal, state, and local taxes
(including Grantee’s FICA obligation) required by law to be withheld with
respect to any taxable event arising as a result of the vesting or settlement of
the Award. The withholding requirement with respect to the Performance Shares
only may be satisfied, in whole or in part, by withholding from the settlement
of the Performance Shares a number of Shares having a fair market value equal to
the minimum amount (and not any greater amount) required to be withheld for tax
purposes, all in accordance with such procedures as the Company establishes. The
obligations of the Company under this Award Certificate will be conditional on
such payment or arrangements, and the Company, and, where applicable, its
Affiliates will, to the extent permitted by law, have the right to deduct any
such taxes from any payment of any kind otherwise.

      


      7. Restrictions on Issuance of
Shares.  If at any time the Committee shall determine in its
discretion, that registration,  listing or qualification of the Shares
underlying the Performance Shares upon any securities exchange or similar
self-regulatory organization or under any foreign, federal, or local law or
practice, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition to the settlement of the Performance
Shares, the Shares will not be paid unless and until such registration, listing,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Committee.

      


      8. Plan Controls. The
terms contained in the Plan are incorporated into and made a part of this Award
Certificate and this Award Certificate shall be governed by and construed in
accordance with the Plan.  In the event of any actual or alleged
conflict between the provisions of the Plan and the provisions of this Award
Certificate, the provisions of the Plan shall be controlling and
determinative.

      


      9. Successors.  This
Award Certificate shall be binding upon any successor of the Company, in
accordance with the terms of this Award Certificate and the Plan.

      


      10. Severability.  If
any one or more of the provisions contained in this Award Certificate is deemed
to be invalid, illegal or unenforceable, the other provisions of this Award
Certificate will be construed and enforced as if the invalid, illegal or
unenforceable provision had never been included.

      


      11. Notice.  Notices
and communications under this Award Certificate must be in writing and either
personally delivered or sent by registered or certified United States mail,
return receipt requested, postage prepaid.  Notices to the Company
must be addressed to Denny’s Corporation, 203 East Main Street, Spartanburg,
SC 29319-0001, Attn: Secretary, or any other address designated by the
Company in a written notice to Grantee. Notices to Grantee will be directed to
the address of Grantee then currently on file with the Company, or at any other
address given by Grantee in a written notice to the
Company.