fy08employmentagreement.htm


    EXHIBIT 10.01

    


      EMPLOYMENT
        AGREEMENT

      


      This
        Agreement is entered into
        effective as of the 18th
        day of
        October, 2007, by and between Sonic Corp. (the “Corporation”), a Delaware
        corporation, and Stephen C. Vaughan (the “Employee”).

      


      

        RECITALS

         

      

      Whereas,
        the Employee is currently
        serving as the Vice President and Chief Financial 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 reinforce and
        encourage the continued 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 are extremely
        valuable to the Corporation; and

      


      Whereas,
        the Employee and the
        Corporation acknowledge that they previously entered into an Employment
        Agreement dated August 20, 1996, which is hereby canceled and superseded
        in its
        entirety by this Agreement; and

      


      Whereas,
        the Board on the 18th
        day of
        October, 2007, ratified and approved this Agreement; and

      


      Whereas,
        the parties hereto desire to
        enter into this Agreement setting forth the terms and conditions of the
        continued 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.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      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 Corporation, in its sole discretion, may terminate
        this Agreement without terminating the employment of 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 Vice
        President and Chief Financial 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 Vice President and Chief Financial
        Officer, Employee shall be paid a salary at the annual rate of $270,000 (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.

      

        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.

      


      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.

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      


      4.3           
        Working
        Facilities.  Employee shall be provided adequate office space,
        secretarial assistance, and 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 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.

      


      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.  Upon
        disability (as defined herein) of the Employee, the Employee shall be entitled
        to receive an amount equal to 50% of Employee’s Salary (in addition to any
        disability insurance benefits received pursuant to Section 4.2 herein), such
        amount being paid semi-monthly in twelve equal installments.

       

      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 further 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 Internal Revenue
        Code
        of 1986, or as hereafter amended.

      


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

      


      5.2           
        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, with or without a reasonable accommodation,
        under this Agreement as a result of physical or mental incapacity.

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      


      


      5.3           
        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 5.3. Ratification
        by the board will be effective as of the original date of termination of
        Employee.

      


      5.4           
        Compensation Upon
        Termination for Cause or Upon Resignation By Employee.  Except
        as otherwise set forth in Section 5.7 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 5.3(b), votes to
        classify Employee’s termination as “not for cause,” then Employee shall be
        compensated pursuant to Section 5.5 below.

      


      5.5           
        Compensation Upon
        Termination Other Than For Cause Or Disability.  Except as
        otherwise set forth in Section 5.7 hereof, if the Company shall terminate
        Employee's employment other than for Cause or Disability, the Company shall
        continue to be obligated to pay Employee’s Salary for a period of one year,
        beginning on the date of termination, but shall not be obligated to provide
        any
        other benefits described in Articles III and IV hereof, except to the extent
        required by law.

      


      5.6           
        Compensation Upon
        Non-Renewal of Agreement.  Except as otherwise set forth in
        Section 5.7 hereof, if the Company 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 Company shall continue to be obligated
        to pay
        Employee’s Compensation for a period of one year beginning on the date notice of
        non-renewal is given.

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      


      5.7           
        Termination of
        Employee or Resignation by Employee for Good Reason.  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 5.1, 5.2 or 5.3 hereof, or the Corporation violates any provision
        of this Agreement or Employee shall resign Employee's employment for Good
        Reason
        (as defined herein), the Corporation shall be obligated to pay to Employee
        a
        lump sum payment upon the effective date of such termination or resignation
        or
        breach (as determined in Employee's sole discretion), in an amount equal
        to two
        times the Employee's compensation payable under paragraph 5.5 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 lump-sum severance payment under this
        Section 5.7, 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 Internal Revenue Code of
        1986,
        as amended (the “Code”)), then such lump-sum severance payment shall be reduced
        to the largest amount as will result in no portion of the lump-sum severance
        payment under this Section 5.7 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 5.7, 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 lump-sum severance
        payment under this Section 5.7 pursuant to the foregoing provision shall
        be
        conclusive and binding on the Corporation.  Notwithstanding any other
        provision of this Section 5.7, Employee may elect to have the lump sum severance
        payment hereunder paid in equal monthly installments over a period not to
        exceed
        12 consecutive months.

      


      “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 5.7(a); or

        


        (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

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

        


        (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.

        


        5.8.           
          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;

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

        


        (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;

        


        (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.



      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 5.7, 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 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

          
            

          

        

        
          
          

        

      

      


      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 engage 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.

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        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.

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      


      (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
        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, tradenames, 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.

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      


      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.

      


      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.

      


      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/
        J. Clifford
        Hudson

             J.
        Clifford Hudson, President

      


      


      


      The
        Employee:                                                                                     
/s/ Stephen C.
        Vaughan

      Stephen
        C. Vaughan

      


      
        
           

        

        
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