ex10_3.htm


    Exhibit
10.3

     

    
      AMENDMENT
TO THE

      DENNY’S
CORPORATION 2008 OMNIBUS INCENTIVE PLAN

      


      THIS
AMENDMENT (this “Amendment”) to the Denny’s Corporation 2008 Omnibus Incentive
Plan (the “Plan”) was adopted as of November 11, 2008, by the Compensation and
Incentives Committee of the Board of Directors of Denny’s Corporation (the
“Company”).

      


      1.  The
Plan is hereby amended by deleting from Section 4.3(e) the following
words:

      


      “and
accelerations or waivers thereof,”

      


      2.  The
Plan is hereby amended by deleting Section 4.3(f) in its entirety and replacing
it with the following:

      


      “(f)           [Omitted]”

      


      3.  The
Plan is hereby amended by deleting Section 5.5 in its entirety and replacing it
with the following:

      


      “5.5    
MINIMUM VESTING
REQUIREMENTS.  Full-Value Awards granted under the Plan to an
employee, officer or consultant shall either (i) be subject to a minimum vesting
period of three years (which may include graduated vesting within such
three-year period), or one year if the vesting is based on performance criteria
other than continued service, or (ii) be granted solely in exchange for foregone
cash compensation. Notwithstanding the foregoing, the Committee may at its
discretion permit and authorize acceleration of vesting of such Full Value
Awards (i) in the event of the Participant’s death, Disability, or Retirement,
or the occurrence of a Change in Control, or (ii) with respect to Awards that do
not exceed 10% of the aggregate number of Shares reserved and available for
issuance under the Plan pursuant to Section 5.1, for (1) substitute Awards
granted in connection with a merger or consolidation, (2) Awards granted as an
inducement to join the Company as a new employee to replace awards from a former
employer, (3) Stock or Other Stock-Based Awards granted pursuant to Article 13
purely as a “bonus” and not subject to any restrictions or conditions, and (4)
Awards for which the Compensation Committee has discretion to accelerate the
lapse of restrictions upon the termination of service of the Participant for any
reason (other than death, Disability or Retirement) pursuant to Section
14.9.”

      


      4.  The
Plan is hereby amended by deleting from the first sentence of Section 13.1 the
words “without limitation” and replacing them with “, subject to Section
5.5,”

      


      5.  The
Plan is hereby amended by deleting Section 14.9 in its entirety and replacing it
with the following:

      


      “14.9    
ACCELERATION FOR OTHER
REASONS.  Regardless of whether an event has occurred as
described in Section 14.7 or 14.8 above, and subject to Section 5.5 as to
Full-Value Awards and Section 14.11 as to Qualified Performance-Based Awards,
the Committee may in its sole discretion at any time determine that, upon the
termination of service of a Participant for any reason, or the occurrence of a
Change in Control, all or a portion of a Participant's Options, SARs, and other
Awards in the nature of rights that may be exercised shall become fully or
partially exercisable, that all or a part of the restrictions on all or a
portion of the outstanding Awards shall lapse, and/or that any performance-based
criteria with respect to any Awards shall be deemed to be wholly or partially
satisfied, in each case, as of such date as the Committee may, in its sole
discretion, declare.  The Committee may discriminate among
Participants and among Awards granted to a Participant in exercising its
discretion pursuant to this Section 14.9.”

      


      6.  Except
as expressly amended hereby, the terms of the Plan, as previously amended, shall
be and remain unchanged and the Plan as amended hereby shall remain in full
force and effect.

      


      IN WITNESS WHEREOF, the Company has
caused this Amendment to be executed by a duly authorized as of the day and year
first above written.

      


      


      DENNY’S
CORPORATION

      


      


      By: /s/ Jill Van
Pelt                                


      Jill Van Pelt

      


      Its: Vice
President, Human Resources