Employment Agreement with James P. O'Reilly



 Exhibit 10.01 
 EMPLOYMENT AGREEMENT 
 This Agreement is entered into effective as
of the 11th day of April, 2012, by and between Sonic Corp. (the “Corporation”), a Delaware corporation, and James P. O’Reilly (the “Employee”). 
 RECITALS 
 Whereas, the Employee is currently serving as the Senior Vice
President and Chief Marketing Officer of the Corporation and is an integral part of its management; and 
 Whereas, the
Corporation’s Board of Directors (the “Board”) has determined that it is appropriate to support and encourage the attention and dedication of certain key members of the Corporation’s management, including Employee, to their
assigned duties without distraction and potentially disturbing circumstances arising from the possibility of a Change in Control (herein defined) of the Corporation; and 
 Whereas, the Corporation desires to continue the services of Employee, whose experience, knowledge and abilities with respect to the business and affairs of the Corporation will be extremely valuable to
the Corporation; and 
 Whereas, the parties hereto desire to enter into this Agreement setting forth the terms and conditions
of the employment relationship of the Corporation and Employee. 
 Now, therefore, it is agreed as follows: 

ARTICLE I 

Term of Employment 
 1.1 Term of Employment. The Corporation shall employ Employee for a period of one year from the date hereof (the “Initial Term”). 

1.2 Extension of Initial Term. Upon each annual anniversary date of this Agreement, this Agreement shall be extended automatically
for successive terms of one year each, unless either the Corporation or the Employee gives contrary written notice to the other not later than the annual anniversary date. As used herein, “Term” shall mean the Initial Term together with
any renewal term(s) pursuant to this Section 1.2. 
 1.3 Termination of Agreement and Employment. The Corporation
may terminate this Agreement and the Employee’s employment at any time effective upon written notice to the Employee. The Employee may terminate this Agreement and the Employee’s employment only after at least 30 days’ written notice
to the Corporation, unless otherwise agreed by the Corporation. 
 ARTICLE II 

Duties of the Employee 
 Employee shall serve as the Senior Vice President and Chief Marketing Officer of the Corporation. Employee shall do and perform all services, acts, or things necessary or advisable to








 
manage and conduct the business of the Corporation consistent with such position subject to such policies and procedures as may be established by the Board. 

ARTICLE III 

Compensation 
 3.1 Salary. For Employee’s services to the Corporation as the Senior Vice President and Chief Marketing Officer, Employee shall be paid a salary at the annual rate of $325,000 (herein referred
to as “Salary”), payable in twenty-four equal installments on the first and fifteenth day of each month. On the first day of each calendar year during the term of this Agreement with the Corporation, Employee shall be eligible for an
increase in Salary based on an evaluation of Employee’s performance during the past year with the Corporation. During the term of this Agreement, the Salary of the Employee shall not be decreased at any time from the Salary then in effect
unless agreed to in writing by the Employee. 
 3.2 Bonus. The Employee shall be entitled to participate in an equitable
manner with other officers of the Corporation in discretionary cash bonuses as authorized by the Board. Such bonuses shall be paid not later than the 15th day of the third month following the later of the end of the Corporation’s tax year or
the Employee’s tax year in which the bonuses are no longer subject to a substantial risk of forfeiture (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)). 

ARTICLE IV 

Employee Benefits 
 4.1 Use of Automobile. The Corporation shall provide Employee with either the use of an automobile for business and personal use or a cash car allowance in accordance with the established company
car policy of the Corporation. The Corporation shall pay all expenses of operating, maintaining and repairing the automobile provided by the Corporation and shall procure and maintain automobile liability insurance in respect thereof, with such
coverage insuring each Employee for bodily injury and property damage. Reimbursement of automobile-related expenses shall be made as soon as practicable after the request for reimbursement is submitted, but in no event later than the last day of the
calendar year next following the calendar year in which such expense was incurred. Additionally, neither the provision of in-kind benefits nor the reimbursement of expenses in any one calendar year shall affect the level or amount of in-kind
benefits to be provided, or the expenses eligible for reimbursement, in any other calendar year. The Employee’s right to reimbursement or in-kind benefits under this Section 4.1 is not subject to liquidation or exchange for another
benefit. 
 4.2 Medical, Life and Disability Insurance Benefits. The Corporation shall provide Employee with medical,
life and disability insurance benefits in accordance with the established benefit policies of the Corporation. 
 4.3 Working
Facilities. Employee shall be provided adequate office space, secretarial assistance, and such other facilities and services suitable to Employee’s position and adequate for the performance of Employee’s duties. 

4.4 Business Expenses. Employee shall be authorized to incur reasonable expenses for promoting the business of the Corporation,
including expenses for entertainment, travel, and similar 

  
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items. The Corporation shall reimburse Employee for all such expenses upon the presentation by Employee, from time to time, of an itemized account of such expenditures. Reimbursement shall be
made as soon as practicable after the request for reimbursement is submitted, but in no event later than the last day of the calendar year next following the calendar year in which such expense was incurred. Additionally, the reimbursement of
expenses in any one calendar year shall not affect the expenses eligible for reimbursement in any other calendar year. The Employee’s right to reimbursement under this Section 4.4 is not subject to liquidation or exchange for another
benefit. 
 4.5 Vacations. Employee shall be entitled to an annual paid vacation commensurate with the Corporation’s
established vacation policy for officers. The timing of paid vacations shall be scheduled in a reasonable manner by the Employee. 
 4.6 Disability Benefit. Upon disability (as defined herein) of the Employee, the Employee shall be entitled to receive up to six months’ of Employee’s Salary (less any deductions required
by law) payable in twelve equal installments of 1/24 of the Salary, with the first installment occurring on the first regularly scheduled payroll date following the determination of disability and the remaining installments occurring on a
semi-monthly basis thereafter, provided that such disability payments shall continue only so long as the disability continues, and provided further that each such disability payment shall be reduced by any benefit payment the Employee is entitled to
receive under the Corporation’s group disability insurance plans during the corresponding payroll period. 
 4.7 Term
Life Insurance. The Corporation shall purchase term life insurance on the life of the Employee having a face value of four times the Employee’s Salary (to be changed as salary adjustments are made) or the face value of life insurance that
can be purchased based upon the Employee’s health history with the Corporation paying the standard premium rate for term insurance under its then current insurance program at the Employee’s age and assuming good health, whichever amount is
lesser, provided that such insurance can be obtained by the Corporation in a manner which meets the requirements for deductibility by the Corporation under Section 79 of the Code. 

4.8 Compensation Defined. Compensation shall be defined as all monetary compensation and all benefits described in Articles III
and IV hereunder (as adjusted during the term hereof). 
 ARTICLE V 

Termination 
 5.1 Separation from Service. For purposes of this Agreement, the terms “terminate,” “terminated” and “termination” with respect to the Employee’s employment mean
a termination of the Employee’s employment that constitutes a “separation from service” within the meaning of the default rules of Section 409A of the Code. 

5.2 Death. Employee’s employment hereunder shall be terminated upon the Employee’s death. 

5.3 Disability. The Corporation may terminate Employee’s employment hereunder in the event Employee is disabled and such
disability continues for more than 180 days. “Disability” shall be defined as the inability of Employee to render the services required of him under this Agreement, with or without a reasonable accommodation, as a result of physical or
mental incapacity. 

  
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 5.4 Cause. 
 (a) The Corporation may terminate Employee’s employment hereunder for Cause. For the purpose of this Agreement, “Cause” shall mean (i) the willful and intentional failure by Employee
to substantially perform Employee’s duties hereunder, other than any failure resulting from Employee’s incapacity due to physical or mental incapacity, or (ii) commission by Employee, in connection with Employee’s employment by
the Corporation, of an illegal act or any act (though not illegal) which is not in the ordinary course of the Employee’s responsibilities and exposes the Corporation to a significant level of undue liability. For purposes of this paragraph, no
act or failure to act on Employee’s part shall be considered to have met either of the preceding tests unless done or omitted to be done by Employee without a reasonable belief that Employee’s action or omission was in the best interest of
the Corporation. 
 (b) Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for cause unless
such action is ratified by the affirmative vote of not less than two-thirds of the entire membership of the Board at a meeting held within 30 days of such termination (after reasonable notice to Employee and an opportunity for Employee to be heard
by members of the Board) confirming that Employee was guilty of the conduct set forth in this Section 5.4. Ratification by the Board will be effective as of the original date of termination of Employee. 

5.5 Compensation Upon Termination for Cause or Upon Resignation By Employee. Except as otherwise set forth in Section 5.8
hereof, if Employee’s employment shall be terminated for Cause or if Employee shall resign Employee’s position with the Corporation, the Corporation shall pay Employee’s Compensation only through the last day of Employee’s
employment by the Corporation. The Corporation shall then have no further obligation to Employee under this Agreement. If the Board, pursuant to Section 5.4(b), votes to classify Employee’s termination as “not for cause,” then
Employee shall be compensated pursuant to Section 5.6 below. 
 5.6 Compensation Upon Termination Other Than For Cause
Or Disability. Except as otherwise set forth in Section 5.8 hereof, if the Corporation shall terminate Employee’s employment other than for Cause or Disability, the Corporation shall continue to be obligated to pay 12 months’ of
Employee’s Salary (payable in 24 equal installments, with the first installment occurring on the first regularly scheduled payroll date following the date of termination, and the remaining installments occurring on a semi-monthly basis
thereafter), but shall not be obligated to provide any other benefits described in Articles III and IV hereof, except to the extent required by law. 
 5.7 Compensation Upon Non-Renewal of Agreement. Except as otherwise set forth in Section 5.8 hereof, if the Corporation shall give notice to Employee in accordance with Section 1.2 hereof
that this Agreement will not be renewed but Employee’s employment is not terminated, the Corporation shall continue to be obligated to pay Employee’s Salary for a period of 12 months beginning on the date notice of non-renewal is given, on
regularly scheduled payroll dates, but shall not be obligated to provide any other benefits described in Articles III and IV hereof, except to the extent required by law. 
 5.8 Termination of Employee or Resignation by Employee for Good Reason Following a Change in Control. If at any time within the first twelve months subsequent to a Change in Control, the
Employee’s employment with the Corporation is terminated other than as provided for in Section 5.2, 5.3 or 5.4 hereof, or the Corporation violates any provision of this Agreement or Employee shall resign


  
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Employee’s employment for Good Reason (as defined herein), the Corporation shall be obligated to pay to Employee a severance payment in an amount equal to two times the Employee’s
compensation payable under paragraph 5.6 above, but in no event to exceed an amount equal to $1.00 less than three (3) times the mean average annual compensation paid to Employee by the Corporation and any of its subsidiaries during the five
calendar years ending before the date on which the Change in Control occurred (or if Employee was not employed for that entire five year period, then the mean average annual compensation paid to employee during such shorter period, with the
Employee’s compensation annualized for any calendar year during which the employee was not employed for the entire calendar year); provided, however, that if the severance payment under this Section 5.8, either alone or together with any
other payments or compensation which Employee has a right to receive from the Corporation, would constitute a “parachute payment” (as defined in Section 280G (or any equivalent term defined in any successor or equivalent provision) of
the Code), then such severance payment shall be reduced to the largest amount as will result in no portion of the severance payment under this Section 5.8 being subject to the excise tax imposed by Section 4999 (or any successor or
equivalent provision) of the Code. For the purpose of this Section 5.8, the Employee’s annual compensation from the Corporation and its subsidiaries for a given year shall equal Employee’s compensation as reflected on Employee’s
Form W-2 for that year (unless the Employee was not employed for the entire calendar year, in which case Employee’s Form W-2 compensation for such year shall be annualized). The determination of any reduction in severance payment under this
Section 5.8 pursuant to the foregoing provision shall be conclusive and binding on the Corporation. 
 If the Change in
Control implicated by this Section 5.8 is also a “change in control event” within the meaning of the default rules of the final regulations promulgated under Section 409A(a)(2)(A)(v) of the Code, then the severance payment due
under this Section 5.8 shall be made in a lump sum, payable no later than the 15th day of the third month following the later of the end of the Corporation’s tax year or the Employee’s tax year in which occurs the Employee’s
effective date of termination under this Section 5.8. If the Change in Control is not a “change in control event” within the meaning of the default rules of the final regulations promulgated under Section 409A(a)(2)(A)(v) of the
Code, the severance payment contemplated by this Section 5.8 shall be made in twelve semi-monthly installment payments, beginning on the first regularly scheduled payroll date following the Employee’s effective date of termination under
this Section 5.8. For purposes of this Section 5.8, the Employee’s effective date of termination shall mean, as applicable, (x) the effective date of such termination of employment by the Corporation or (y) the effective
date of the Employee’s resignation for Good Reason, which date shall be stated in the Employee’s written notice to the Corporation of his resignation for Good Reason and shall be no later than 60 days following the date of such notice.

 “Good Reason” shall mean any of the following which occur during the term of this Agreement without Employee’s
express written consent: 
 In the Event of a Change in Control: 

(a) the assignment to Employee of duties inconsistent with Employee’s position, office, duties, responsibilities and
status with the Corporation immediately prior to a Change in Control; or, a change in Employee’s titles or offices as in effect immediately prior to a Change in Control; or, any removal of Employee from or any failure to reelect Employee to any
such position or office, except in connection with the termination of Employee’s employment by the Corporation for Disability or Cause or as a result of Employee’s death or by Employee other than for Good Reason as set forth in this
Section 5.8(a); or 

  
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 (b) a reduction by the Corporation in Employee’s Salary as in effect as
of the date of this Agreement or as the same may be increased from time-to-time during the term of this Agreement or the Corporation’s failure to increase (within twelve months of the Employee’s last increase in Salary) Employee’s
Salary after a Change in Control in an amount which at least equals, on a percentage basis, the highest percentage increase in salary for all officers of the Corporation or any parent or affiliated company effected in the preceding twelve months;
or 
 (c) the failure of the Corporation to provide Employee with the same fringe benefits (including,
without limitation, life insurance plans, medical or disability plans, retirement plans, incentive plans, stock option plans, stock purchase plans, stock ownership plans, or bonus plans) that were provided to Employee immediately prior to the Change
in Control, or with a package of fringe benefits that, if one or more of such benefits varies from those in effect immediately prior to such Change in Control, is in Employee’s sole judgment substantially comparable in all material respects to
such fringe benefits taken as a whole; or 
 (d) relocation of the Corporation’s principal executive
offices to a location outside of Oklahoma City, Oklahoma, or Employee’s relocation to any place other than the location at which Employee performed Employee’s duties prior to a Change in Control, except for required travel by Employee on
the Corporation’s business to an extent substantially consistent with Employee’s business travel obligations at the time of the Change in Control; or 

(e) any failure by the Corporation to provide Employee with the same number of paid vacation days to which Employee is
entitled at the time of the Change in Control; or 
 (f) the failure of a successor to the Corporation to
assume the obligation of this Agreement as set forth in Section 7.1 herein. 
 5.9 Change in Control. For the
purposes of this Agreement, the phrase “change in control” shall mean any of the following events: 

(a) Any consolidation or merger of the Corporation in which the Corporation is not the continuing or surviving corporation
or pursuant to which shares of the Corporation’s capital stock would convert into cash, securities or other property, other than a merger of the Corporation in which the holders of the Corporation’s capital stock immediately prior to the
merger have the same proportionate ownership of capital stock of the surviving corporation immediately after the merger; 
 (b) Any sale, lease, exchange or other transfer (whether in one transaction or a series of related transactions) of all or substantially all of the assets of the Corporation; 

(c) The stockholders of the Corporation approve any plan or proposal for the liquidation or dissolution of the
Corporation; 
 (d) Any person (as used in Section 13(d) and 14(d)(2) of the Securities and Exchange Act of
1934, as amended (the “Exchange Act”)) becomes the beneficial owner (within the meaning of Rule 13D-3 under the Exchange Act) of 50% or more of the Corporation’s outstanding capital stock; 

  
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 (e) During any period of two consecutive years, individuals who at the
beginning of that period constitute the entire Board of Directors of the Corporation cease for any reason to constitute a majority of the Board of Directors unless the election or the nomination for election by the Corporation’s stockholders of
each new director received the approval of the Board of Directors by a vote of at least two-thirds of the directors then and still in office and who served as directors at the beginning of the period; or 

(f) The Corporation becomes a subsidiary of any other corporation. 

5.10 Agreement and Release. Notwithstanding any provision of this Agreement to the contrary, the obligation of the Corporation to
pay any compensation upon separation from service or severance benefits to the Employee in accordance with this Article V is expressly conditioned upon the Employee’s timely execution of an agreement by the Employee to (a) comply with the
terms and conditions of Article VIII below and (b) be bound by a release of any and all claims arising out of or relating to the Employee’s employment and termination of employment (a “Release”), that is or becomes irrevocable
not later than the date the first (or only) payment is due pursuant to this Article V (the “Payment Date”). The Corporation shall have no obligation to pay any compensation upon separation from service or severance benefits to the Employee
if the Employee fails to execute a Release that is or becomes irrevocable after the Payment Date. Such Release shall be made in a form satisfactory to the Corporation, substantially in the form set forth in Annex A hereto, and shall be for
the benefit of the Corporation, its respective affiliates, and their respective officers, employees, directors, shareholders, agents, successors and assigns. 
 ARTICLE VI 
 Obligation to Mitigate Damages; No Effect 

on Other Contractual Rights 
 6.1 Mitigation. The Employee shall not have any obligation to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise. However, all
payments required under the terms of this Agreement shall cease 30 days after the acceptance by the Employee of employment by another employer; provided that, this limitation shall not apply to payments due under paragraph 5.8, above. 

6.2 Other Contractual Rights. The provisions of this Agreement, and any payment provided for hereunder shall not reduce any amount
otherwise payable, or in any way diminish Employee’s existing rights, or rights which would accrue solely as a result of passage of time under any employee benefit plan or other contract, plan or arrangement of which Employee is a beneficiary
or in which Employee participates. 
 ARTICLE VII 
 Successors to the Corporation 
 7.1 Assumption. The Corporation will
require any successor or assignee (whether direct or indirect, by purchase, merger, consolidation or otherwise) of all or substantially all of the business and/or assets of the Corporation, by agreement in form and substance reasonably satisfactory
to Employee, to expressly, absolutely and unconditionally assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform it if no


  
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such succession or assignment had taken place. Any failure by the Corporation to obtain such agreement prior to the effectiveness of any such succession or assignment shall be a material breach
of this Agreement. 
 7.2 Employee’s Successors and Assigns. This Agreement shall inure to the benefit of and be
enforceable by Employee’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Employee should die while any amounts are still payable to Employee hereunder, all such amounts,
unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Employee’s devisee, legatee or other designee or, if there is no such designee, to Employee’s estate. 

ARTICLE VIII 

Restrictions on Employee 
 8.1 Confidential Information. During the term of the Employee’s employment and for a period of twelve months thereafter, the Employee shall not divulge or make accessible to any party any
Confidential Information, as defined below, of the Corporation or any of its subsidiaries, except to the extent authorized in writing by the Corporation or otherwise required by law. The phrase “Confidential Information” shall mean the
unique, proprietary and confidential information of the Corporation and its subsidiaries, consisting of: (1) confidential financial information regarding the Corporation or its subsidiaries, (2) confidential recipes for food products;
(3) confidential and copyrighted plans and specifications for interior and exterior signs, designs, layouts and color schemes; (4) confidential methods, techniques, formats, systems, specifications, procedures, information, trade secrets,
sales and marketing programs; (5) knowledge and experience regarding the operation and franchising of Sonic drive-in restaurants; (6) the identities and locations of Sonic’s franchisees, Sonic drive-in restaurants, and suppliers to
Sonic’s franchisees and drive-in restaurants; (7) knowledge, financial information, and other information regarding the development of franchised and company-store restaurants; (8) knowledge, financial information, and other
information regarding potential acquisitions and dispositions; and (9) any other confidential business information of the Corporation or any of its subsidiaries. The Employee shall give the Corporation written notice of any circumstances in
which Employee has actual notice of any access, possession or use of the Confidential Information not authorized by this Agreement. 
 8.2 Restrictive Covenant. During the term of Employee’s employment, the Employee shall not retain in or have any interest, directly or indirectly, in any business competing with the business
being conducted by the Corporation or any of its subsidiaries, without the Corporation’s prior written consent. For the six month period immediately following the termination of Employee’s employment, the Employee shall not engage in or
have any interest, directly or indirectly, in any fast food restaurant business that has a menu similar to that of a Sonic drive-in restaurant (such as hamburgers, hot dogs, onion rings and similar items customarily sold by Sonic drive-in
restaurants), or which has an appearance similar to that of a Sonic drive-in restaurant (such as color pattern, use of canopies, use of speakers and menu housings for ordering food, or other items that are customarily used by a Sonic drive-in
restaurant), and which operates such restaurants within a three mile radius of any Sonic drive-in restaurant. 

  
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 ARTICLE IX 
 Miscellaneous 
 9.1 Indemnification. To the full extent permitted by
law, the Board shall authorize the payment of expenses incurred by or shall satisfy judgments or fines rendered or levied against Employee in any action brought by a third-party against Employee (whether or not the Corporation is joined as a party
defendant) to impose any liability or penalty on Employee for any act alleged to have been committed by Employee while employed by the Corporation unless Employee was acting with gross negligence or willful misconduct. Payments authorized hereunder
shall include amounts paid and expenses incurred in settling any such action or threatened action. 
 9.2 Resolution of
Disputes. The following provisions shall apply to any controversy between the Employee and the Corporation and its subsidiaries and the Employee (including any director, officer, employee, agent or affiliate of the Corporation and its
subsidiaries) whether or not relating to this Agreement. 
 (a) Arbitration. The parties shall resolve all
controversies by final and binding arbitration in accordance with the Rules for Commercial Arbitration (the “Rules”) of the American Arbitration Association in effect at the time of the execution of this Agreement and pursuant to the
following additional provisions: 
 (1) Applicable Law. The Federal Arbitration Act (the “Federal
Act”), as supplemented by the Oklahoma Arbitration Act (to the extent not inconsistent with the Federal Act), shall apply to the arbitration and all procedural matters relating to the arbitration. 

(2) Selection of Arbitrators. The parties shall select one arbitrator within 10 days after the filing of a demand
and submission in accordance with the Rules. If the parties fail to agree on an arbitrator within that 10-day period or fail to agree to an extension of that period, the arbitration shall take place before an arbitrator selected in accordance with
the Rules. 
 (3) Location of Arbitration. The arbitration shall take place in Oklahoma City, Oklahoma,
and the arbitrator shall issue any award at the place of arbitration. The arbitrator may conduct hearings and meetings at any other place agreeable to the parties or, upon the motion of a party, determined by the arbitrator as necessary to obtain
significant testimony or evidence. 
 (4) Enforcement of Award. The prevailing party shall have the right
to enter the award of the arbitrator in any court having jurisdiction over one or more of the parties or their assets. The parties specifically waive any right they may have to apply to any court for relief from the provisions of this Agreement or
from any decision of the arbitrator made prior to the award. 
 (b) Attorneys’ Fees and Costs. The
prevailing party to the arbitration shall have the right to an award of its reasonable attorneys’ fees and costs (including the cost of the arbitrator) incurred after the filing of the demand and submission. If the Corporation or any of its
subsidiaries prevails, the award shall include an amount for that portion of the administrative 

  
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overhead reasonably allocable to the time devoted by the in-house legal staff of the Corporation or any subsidiary. 

(c) Excluded Controversies. At the election of the Corporation or its subsidiaries, the provisions of this
Section 9.2 shall not apply to any controversies relating to the enforcement of the covenant not to compete or the use and protection of the trademarks, service marks, trade names, copyrights, patents, confidential information and trade secrets
of the Corporation or its subsidiaries, including (without limitation) the right of the Corporation or its subsidiaries to apply to any court of competent jurisdiction for appropriate injunctive relief for the infringement of the rights of the
Corporation or its subsidiaries. 
 (d) Other Rights. The provisions of this Section 9.2 shall not
prevent the Corporation, its subsidiaries, or the Employee from exercising any of their rights under this agreement, any other agreement, or under the common law, including (without limitation) the right to terminate any agreement between the
parties or to end or change the party’s legal relationship. 
 9.3 Entire Agreement. This Agreement constitutes the
entire agreement of the parties with regard to the subject matter of this Agreement and replaces and supersedes all other written and oral agreements and statements of the parties relating to the subject matter of this Agreement. 

9.4 Notices. Any notices required or permitted to be given under this Agreement shall be sufficient if in writing and sent by mail
to Employee’s residence, in the case of Employee, or to its principal office, in the case of the Corporation. 
 9.5
Waiver of Breach. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by any party. 

9.6 Amendment. No amendment or modification of this Agreement shall be deemed effective unless or until executed in writing by the
parties hereto. 
 9.7 Validity. This Agreement, having been executed and delivered in the State of Oklahoma, its
validity, interpretation, performance and enforcement will be governed by the laws of that state. 
 9.8 Section
Headings. Section and other headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 

9.9 Counterpart Execution. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute but one and the same instrument. 
 9.10 Exclusivity. Specific arrangements
referred to in this Agreement are not intended to exclude Employee’s participation in any other benefits available to executive personnel generally or to preclude other compensation or benefits as may be authorized by the Board from time to
time. 

  
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 9.11 Partial Invalidity. If any provision in this Agreement is held by a court of
competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way. 

9.12 Section 409A of the Code. 
 (a) Notwithstanding anything herein to the contrary, if, at the time of the Employee’s termination of employment with the Corporation, the Employee is a “specified employee” within the
meaning of Section 409A of the Code, as determined under the Corporation’s established methodology for determining specified employees, then, solely to the extent necessary to avoid the imposition of additional taxes, penalties or interest
under Section 409A of the Code, any payments to the Employee hereunder which provide for the deferral of compensation, within the meaning of Section 409A of the Code (which shall not include any compensation that is exempt from
Section 409A of the Code), and which are scheduled to be made as a result of the Employee’s termination of employment during the period beginning on the date of the Employee’s date of termination and ending on the six-month
anniversary of such date shall be delayed and not paid to the Participant until the first business day following such sixth month anniversary date, at which time such delayed amounts will be paid to the Employee in a cash lump sum. If the Employee
dies on or after the date of the Employee’s date of termination and prior to the payment of the delayed amounts pursuant to this Section 9.12, any amount delayed pursuant to this Section 9.12 shall be paid to the Employee’s
estate within 30 days following the Employee’s death. 
 (b) To the extent this Agreement is subject to
Section 409A of the Code, the Corporation and Employee intend all payments under this Agreement to comply with the requirements of such section, and this Agreement shall, to the extent reasonably practicable, be operated and administered to
effectuate such intent. 
 In witness whereof, the Corporation has caused this Agreement to be executed and its seal affixed
hereto by its officers thereunto duly authorized; and the Employee has executed this Agreement, as of the day and year first above written. 
  

									
	The Corporation:	 		 	Sonic Corp.	 	
					
		 		 	By:	 	/s/ W. Scott McLain	 	
		 		 		 	Name: W. Scott McLain	 	
		 		 		 	Title: President	 	
				
	The Employee:	 		 	 /s/ James P. O’Reilly
	 	
		 		 	Name: James P. O’Reilly	 	


  
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 ANNEX A 
 FORM OF RELEASE 
 In connection with my separation from service with Sonic Corp.
(“Sonic”), I provide the following Release of Claims (the “Release”). 
 I. General
Release. 
 I, and each of my respective heirs, executors, administrators, representatives, agents, successors and assigns
(collectively, the “Releasors”) hereby irrevocably and unconditionally release and forever discharge Sonic, its subsidiaries and affiliates (the “Company Group”) and each of their respective officers, employees,
directors, shareholders, agents, successors and assigns from any and all claims, actions, causes of action, rights, judgments, obligations, damages, demands, accountings or liabilities of whatever kind or character (collectively,
“Claims”), including, without limitation, any Claims under any federal, state, local or foreign law, that the Releasors may have, or in the future may possess, arising out of (i) my employment relationship with and service as
an employee or officer of the Company Group, and the termination of such relationship or service, or (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided,
however, that this Release shall not apply to any claims by me for benefits to which I am entitled as of the date of this Release under Sonic’s compensation and benefit plans, subject, in each case, to the applicable terms and conditions
of each such plan. Without limiting the scope of the foregoing provision in any way, I hereby release all claims relating to or arising out of any aspect of my employment with the Company Group, including but not limited to, all claims under Title
VII of the Civil Rights Act, the Civil Rights Act of 1991 and the laws amended thereby; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act of 1990; the Americans with Disabilities Act; the Family and Medical
Leave Act of 1993; the Fair Labor Standards Act of 1963; any contract of employment, express or implied; any provision of the Constitution of the United States or of any particular State; and any other law, common or statutory, of the United States,
or any particular State; any claim for the negligent and/or intentional infliction of emotional distress or specific intent to harm; any claims for attorneys fees, costs and/or expenses; any claims for unpaid or withheld wages, severance pay,
benefits, bonuses, commissions and/or other compensation of any kind; and/or any other federal, state or local human rights, civil rights, wage and hour, wage payment, pension or labor laws, rules and/or regulations; all claims growing out of any
legal restrictions on the Company Group’s right to hire and/or terminate its employees, including all claims that were asserted and/or that could have been asserted by me and all claims for breach of promise, public policy, negligence,
retaliation, defamation, impairment of economic opportunity, loss of business opportunity, fraud, misrepresentation, etc. The Releasors further agree that the payments and benefits described in the Employee’s Employment Agreement dated
                    , 20         (the “Employment Agreement”), shall be in full
satisfaction of any and all Claims for payments or benefits, whether express or implied, that the Releasors may have against the Company Group arising out of my employment relationship or my service as an employee or officer of the Company Group and
the termination thereof. 
 II. Specific Release of ADEA Claims. [IF APPLICABLE] 

In consideration for, among other things, certain actions by Sonic in support of my separation from service, the Releasors hereby
unconditionally release and forever discharge the Company Group from any and all Claims arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder
(“ADEA”) 







 
that I may have as of the date of my signature to this Release. By signing this Release, I hereby acknowledge and confirm the following: 

 

	 	(i)	I was advised by Sonic in connection with my termination to consult with an attorney of my choice prior to signing this Release and to have such attorney explain to me
the terms of this Release, including, without limitation, the terms relating to my release of claims arising under ADEA; 

  

	 	(ii)	 I was given a period of not fewer than [21] / [45]1 days to consider the terms of this Release and to consult with an attorney of my choosing with respect thereto, and was given the option to sign the Release in fewer than [21] / [45] days if I desired;



  

	 	(iii)	I am providing the release and discharge set forth in this Release only in exchange for consideration in addition to anything of value to which I am already entitled;
and 

  

	 	(iv)	I knowingly and voluntarily accept the terms of this Release. 

 I acknowledge that I understand that I may revoke this specific ADEA release contained in this Section II of this Release within seven days following the date on which I sign this Release (the
“Revocation Period”) by providing to the General Counsel of Sonic written notice of my revocation of the release and waiver contained in this Section II of this Release prior to the expiration of the Revocation Period. This right of
revocation relates only to the ADEA release set forth in this Section II of this Release and does not act as a revocation of any other term of this Release. Any payments or benefits provided to me under the Employment Agreement shall not commence
unless the Revocation Period has expired. 
 III. Restrictive Covenants. I acknowledge that I am subject to Article VIII
of the Employment Agreement, and I shall comply with the provisions thereof. 
 IV. Representations and Warranties.

 I agree that I have not instituted, assisted or otherwise participated in connection with, any action, complaint, claim,
charge, grievance, arbitration, lawsuit, or administrative agency proceeding, or action at law or otherwise against any member of the Company Group or any of their respective officers, employees, directors, shareholders or agents. I represent and
warrant that I have not assigned any of the Claims being released under this Release. 
 I acknowledge that, except as expressly
set forth herein, no representations of any kind or character have been made to me by Sonic or by any of its agents, representatives, or attorneys to induce the execution of this Release. I understand and acknowledge the significance and
consequences of this Release, that it is voluntary, that it has not been entered into as a result of any coercion, duress or undue influence, and expressly confirm that it is to be given full force and effect according to all of its terms, including
those relating to unknown Claims. I acknowledge that I had full opportunity to discuss any and all aspects of this Release with legal counsel, and have availed myself of that opportunity to the extent desired. I acknowledge that I have carefully
read and fully understand all of the provisions of this Release and have signed below only after full reflection and analysis. 

 

	1 	 A 45-day review period is offered only in the event of a reduction in force (within the meaning of ADEA). 



  
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 V. Miscellaneous 

This Release sets forth the entire understanding between Sonic and me in connection with its subject matter and supersedes and replaces
any express or implied, written or oral, prior agreement of plans or arrangement with respect to the terms of my employment and the termination thereof which I may have had with the Company Group. I acknowledge that in signing this Release, I have
not relied upon any representation or statement not set forth in this Release made by Sonic or any of its representatives. 
 By
signing this Release, I acknowledge that: (a) I have read this Release; (b) I understand this Release and know that I am giving up important rights; (c) [Section II of this Release shall not become effective or enforceable for a
period of seven (7) days following its execution]; (d) I was advised by Sonic, and I am aware, of my right to consult with an attorney before signing this Release; and (e) I have signed this Release knowingly and voluntarily and
without any duress or undue influence on the part or behalf of Sonic. 
  

	
	  

	James P. O’Reilly
	
	  
	Date



  
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