MARGARET L. JENKINS EMPLOYMENT CONTRACT


    Exhibit
      10.27


    
      


      


      


      


      


      


      May
        3,
        2002

      


      


      


      


      CONFIDENTIAL

      


      Margaret
        L. Jenkins

      11344
        Denair Street

      Los
        Angeles, CA 90049

      


      Dear
        Margaret:

      


      We
        are
        delighted and very excited to offer you the opportunity to join our Denny’s team
        as Senior Vice President and Chief Marketing Officer, Marketing and Product
        Development reporting directly to our CEO and President, Nelson Marchioli.
        This
        letter outlines the terms of our offer which will remain in place as long
        as you
        are an employee of Denny’s. Due to the circumstances of this offer, we ask that
        the details remain confidential, and that they not be shared with
        others.

      


      


      START
        DATE

      Your
        anticipated start date will be on or before June 3, 2002. This time frame
        is
        dependent upon the date the offer letter is signed and a required 30-day
        notification period to your current employer, El Pollo Loco.

      


      


      BASE
        SALARY

      Your
        annual base salary will be $300,000.

      


      


      ANNUAL
        INCENTIVE

      You
        will
        participate in our annual Advantica Incentive Program. For 2002, your target
        incentive will be 65% of your base salary. You will be guaranteed a minimum
        of
        50% of your base pay for 2002, which will be paid in January or February
        of 2003
        at the same time others in the Company receive payments earned under the
        2002
        Incentive Bonus Plan. 

      


      Payouts
        under the plan are dependent upon the achievement of predetermined goals,
        which
        are established annually. The terms of the annual program (including bonus
        targets and performance goals) are governed by a plan document and are subject
        to change each year. The 2002 performance goals will focus on comparable
        store
        sales, customer counts, cash flow, Direct Connect and EBITDA.

      


      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      Margaret
        Jenkins

      May
        3,
        2002

      Page
        Two

      


      


      


      BENEFITS

      You
        will
        have full participation in all benefit programs currently available to senior
        level employees (e.g., health, dental, disability, life insurance coverage,
        Deloitte and Touche investment monitoring and tax preparation, and the Deferred
        Compensation Plan). 

      


      


      RELOCATION 

      The
        Company’s relocation package will remain available to you for twenty-four (24)
        months following your employment start date.

      


      


      TRAVEL
        AND HOUSING ALLOWANCE

      You
        will
        receive a $24,000 annual housing allowance (grossed up) and an $8,000 annual
        travel allowance (grossed up) for a two (2) year period, beginning with your
        employment date, provided that you have not exercised the Relocation package.
        Payments will be made to you quarterly.

       

      
CAR
        ALLOWANCE

      You
        will
        receive an annual car allowance of $13,200 which will be deposited in your
        payroll check in the amount of $507.69 biweekly. 

      


      


      VACATION

      You
        will
        be eligible for two (2) weeks of vacation annually.

      


      


      SEVERANCE
        PAYMENT

      In
        the
        event (a) your employment with the Company is terminated for any reason other
        than cause as defined below or (b) you elect to terminate your employment
        with
        the Company because the Company has taken an action which reduces your base
        salary or job responsibilities, you will receive a single lump sum severance
        payment, within five (5) days of termination, in an amount equal to the sum
        of
        100% of your current base pay, which represents one year of your base
        salary.

      


      For
        purposes of this letter agreement, “Cause” shall mean (a) the Executive’s
        habitual neglect of his/her material duties, (b) an act or acts by the
        Executive, or any omission by him/her, constituting a felony, for which the
        Executive has entered a guilty plea or confession to, or of which the Executive
        has been convicted, (c) the Executive’s failure to follow any lawful directive
        of the Board or Chief Executive Officer (“CEO”) consistent with the Executive’s
        position and duties, (d) an act or acts of fraud or dishonesty by the Executive
        which results or is intended to result in financial or economic harm to the
        Company, or (e) breach of a material provision of this letter agreement by
        the
        Executive; provided that the Company shall give the Executive (x) written
        notice
        specifying the nature of the alleged Cause, and with respect to Clauses (a),
        (c)
        and (e), (y) a reasonable opportunity to appear before the Board or CEO to
        discuss the matter, and (z) a reasonable opportunity to cure any such alleged
        Cause.

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      Margaret
        Jenkins

      May
        3,
        2002

      Page
        Three

      


      


      


      


      STOCK
        OPTIONS

      We
        will
        recommend to the Compensation and Incentives Committee of the Board of Directors
        that you be granted the option to purchase 20,000 shares of the Company’s common
        stock at the closing price on your starting date. These options will have
        a ten
        (10) year term and will be 100% vested after three (3) years. These
        non-qualified options will be subject to the terms and conditions of the
        Company’s Stock Option Plan. 

      


      


      SIGN-ON
        BONUS

      To
        assist
        you with your transition to Denny’s, and in recognition of certain rights and
        benefits you may be forfeiting by accepting our offer of employment, you
        will
        receive a signing bonus of $401,700. Applicable income and FICA taxes will
        be
        withheld. Should you leave the Company voluntarily within twelve (12) months
        following your starting date, you agree to reimburse the Company the full
        amount
        of the sign-on bonus.

      


      Margaret,
        we sincerely hope you will accept our offer and become a part of our dynamic
        team. We welcome the opportunity to work with you.

      


      If
        you
        are in agreement with the terms of our offer, please sign one copy of the
        original letter and return it to me.

      


      Very
        truly yours,

      


      


      


      


      Linda
        G.
        Traylor

      Senior
        Vice President, Human Resources and Training

      


      c:
        Nelson
        Marchioli

      


      


      


      


      


      


      Agreed
        and Accepted:

      


      


      
        	/s/   
                Margaret L. Jenkins	 	May
                4, 2002
	Margaret
                L. Jenkins	 	Date


      

      

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    


    ADDENDUM
      TO LETTER AGREEMENT

    


    Between
      Denny’s Corporation (formerly doing business as

    Advantica
      Restaurant Group, Inc.) and Margaret L. Jenkins

    


    


    This
      Addendum to Letter Agreement (“Addendum”), made the 11th
      day of
      June, 2003, is entered into by and between Denny’s Corporation (formerly doing
      business as Advantica Restaurant Group, Inc.), a Delaware corporation (the
      “Company”), and Margaret L. Jenkins (the “Executive”), residing at 9 Baronne
      Court, Greer, SC 29650.

     

    WHEREAS,
      the Company and the Executive are parties to a certain Letter Agreement dated
      May 3, 2002 (the “Letter Agreement”); and

     

    WHEREAS,
      the Board of Directors of the Company and Executive wish to add a “Change of
      Control” provision to the Letter Agreement;

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and premises contained
      herein, and other good and valuable consideration, the receipt and sufficiency
      of which are hereby acknowledged by the parties hereto, the Company and the
      Executive agree to add the following provisions to the Letter
      Agreement:

     

    1. CHANGE
      OF CONTROL.
      (A) If
      there is a “Termination Without Cause” (as defined in the Letter Agreement)
      within one (1) year following the consummation of a “Change of Control” (as
      defined below), the Company shall pay the Executive upon the effective date
      of
      said termination a lump sum payment equal to 200% of the sum of (i) the
      Executive’s Base Salary for the twelve month period immediately preceding the
      date of termination and (ii) a Targeted Bonus amount equal to seventy-five
      percent (75%) of such Base Salary.

     

        (B)
      For
      purposes of this Addendum, Change of Control shall mean the occurrence of any
      of
      the following:

     

            (i)
      An acquisition of
      any voting securities of the Company (the “Voting Securities”) by any “Person”
(as the term is used for purposes of Section 13(d) or 14(d) of the Exchange
      Act)
      immediately after which such Person has “Beneficial Ownership” (within the
      meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty-one percent
      (51%) or more of the combined voting of the Company’s then outstanding Voting
      Securities; provided, however, in determining whether a Change of Control has
      occurred, the acquisition of Voting Securities in a “Non-Control Acquisition”
(as hereinafter defined) shall not constitute an acquisition which would cause
      a
      Change of Control. A “Non-Control Acquisition” shall mean an acquisition by (a)
      an employee benefit plan (or a trust forming a part thereof) maintained by
      (1)
      the Company or (2) any corporation or other Person of which a majority of its
      voting power or its voting equity securities or equity interest is owned,
      directly or indirectly, by the Company; (b) the Company or any Subsidiary;
      (c)
      any Person in connection with a “Non-Control Transaction” (as hereinafter
      defined), or (d) any Person who, immediately prior to such acquisition, owned
      fifty-one percent (51%) or more of the combined voting power of the Company’s
      then outstanding Voting Securities.

     

            (ii)
      The individuals
      who, as of the date hereof, are members of the Board (the “Incumbent Board”),
      cease for any reason to constitute at least a majority of the members of the
      Board; provided, however, that if the election, or nomination for election
      by
      the Company’s common stockholders, of any new director was approved by a
      majority of the Incumbent Board, such new director shall, for purposes of the
      Plan, be considered as a member of the Incumbent Board; provided, further,
      however, that no individual shall be considered a member of the Incumbent Board
      if such individual initially assumed office as a result of either an actual
      or
      threatened “Election Contest” (as described in Rule 14a-11 promulgated under the
      Exchange Act) or other actual or threatened solicitation of proxies or consents
      by or on behalf of a Person other than the Incumbent Board (a “Proxy Contest”),
      including by reason of any agreement intended to avoid or settle any Election
      Contest or Proxy Contest; or

     

            (iii)
      The
      consummation of:

     

                (a)
      A merger,
      consolidation or reorganization with or into the Company or in which securities
      of the Company are issued (a “Merger”), unless such Merger is a “Non-Control
      Transaction.” A “Non-Control Transaction” shall mean a Merger if:

     

                    (I)
      the shareholders
      of the Company, immediately before such Merger own directly or indirectly
      immediately following such Merger at least fifty-one percent (51%) of the
      combined voting power of the outstanding voting securities of the corporation
      resulting from such Merger (the “Surviving Corporation”) in substantially the
      same proportion as their ownership of the Voting Securities immediately before
      such Merger,

     

                    (II)
      the individuals
      who were members of the Incumbent Board immediately prior to the execution
      of
      the agreement providing for such Merger constitute at least a majority of the
      members of the board of directors of the Surviving Corporation, or a corporation
      beneficially owning, directly or indirectly, a majority of the voting securities
      of the Surviving Corporation, and

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

                    (III)
      no Person other
      than (A) the Company, (B) any Subsidiary, (C) any employee benefit plan (or
      any
      trust forming a part thereof) that, immediately prior to such Merger was
      maintained by the Company or any Subsidiary, or (D) any Person who, immediately
      prior to such Merger had Beneficial Ownership of fifty-one percent (51%) or
      more
      of the combined voting power of the Surviving Corporation’s then outstanding
      voting securities or its common stock;

     

                (b)
      A complete
      liquidation or dissolution of the Company (not including a “Non-Control
      Transaction”); or

     

                (c)
      The sale or other
      disposition of all or substantially all of the assets of the Company to any
      Person (other than a transfer to a Subsidiary or the distribution to the
      Company’s shareholders of the stock of a Subsidiary or any other
      assets).

     

    Notwithstanding
      the foregoing, a Change of Control shall not be deemed to occur solely because
      any Person (the “Subject Person”) acquired Beneficial Ownership of more than the
      permitted amount of the then outstanding Voting Securities as a result of the
      acquisition of Voting Securities by the Company which, by reducing the number
      of
      shares Beneficially Owned by the Subject Person, provided that if a Change
      of
      Control would occur (but for the operation of this sentence) as a result of
      the
      acquisition of Voting Securities by the Company, and after such share
      acquisition by the Company, the Subject Person becomes the Beneficial Owner
      of
      any additional Voting Securities which increases the percentage of the then
      outstanding Voting Securities Beneficially Owned by the Subject Person, then
      a
      Change of Control shall occur.

    


    IN
      WITNESS WHEREOF, the parties have duly executed and delivered this Addendum
      as
      of the date first written above.

    


    


    
      	 	Denny's
              Corporation
	 	 
	By:	/s/   
              Nelson J. Marchioli
	Name:	Name:
              Nelson J. Marchioli
	Title:	Chief
              Executive Officer and President
	 	 
	 	 
	By:	/s/
              Margaret L. Jenkins
	Name:	Margaret
              L. Jenkins