ex10_1.htm


    Exhibit 10.1


    


    
      	
              Performance-Based

            	
              Denny’s
      Corporation

            
	
              Restricted
      Stock Unit

            	
              203
      East Main Street

            
	
              Award
      Certificate

            	
              Spartanburg,
      SC 29319

            
	
              For
      Section 162(m) Covered Employee

            	 
      


    

    


    ___________________  (“Grantee”)

    


    Denny’s
Corporation (the “Company”) has awarded to you restricted stock units (the
“Units”) under the Denny’s Corporation __________ Omnibus Incentive Plan (the
“Plan”) and pursuant to the 2008 Performance Restricted Stock Unit Program (the
“Program Description”).  The Units entitle you to earn shares of
Denny’s Corporation $0.01 par value common stock (“Shares”), on a one-for-one
basis.  By accepting the Units, Grantee shall be deemed to have agreed
to the terms and conditions set forth in this Agreement, the Program Description
and the Plan.

    


    Grant
Date of
Award:                                                                           

    


    Number
of Units Awarded (the “Target Award”): __________

    


    The Units
are granted as a Qualified Performance-Based Award under the Section 14.11 of
the Plan.  In addition to the vesting conditions set forth below, the
Units will vest and convert to Shares only if the Company achieves at least
__________  for the four fiscal quarters ended most recently prior
to  __________ (the “Threshold Performance Goal”).  Prior to
the conversion of any Units, the Compensation and Incentives Committee of the
Company’s Board of Directors shall certify in writing that the Threshold
Performance Goal has been satisfied.

    


    If the Threshold Performance Goal is
satisfied, then the Units will vest (become non-forfeitable) in
accordance with the following schedule:

    


    
      	
               

                        Vesting Schedule

               

            	
               

              Fraction of Target Award Vested, Subject to
      Continued Employment

            
	
              Vesting
      Date
      1:                                                        

            	
              1/3

            
	
              Vesting
      Date
      2:                                                        

            	
              1/3

            
	
              Vesting
      Date
      3:                                                        

            	
              1/3

            


    

    


    Depending
on the Fair Market Value of the Shares on each of the Vesting Dates, the number
of vested Units will be adjusted to a number between 50% and 120% of the vested
Target Award, in accordance with the “Double Up/Double Down” approach described
in the Program Description.

    


    
      	
               

              For
      purposes of this Agreement, Adjusted EBITDA shall mean earnings before
      interest, taxes, depreciation, amortization, restructuring charges and
      exit costs, impairment charges, asset sale gains, share-based compensation
      and other nonoperating expenses.

               

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

               

            


    

    


    


    
      	
               

               

              ________________________________

              For
      Denny’s Corporation

            	
               

               

              ________________________________

              Date

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TERMS AND
CONDITIONS

    


    1. Vesting and Forfeiture of
Units.  The Units have been credited to a bookkeeping account
on behalf of Grantee.  The Units will vest and become non-forfeitable
in accordance with the Vesting Schedule on page 1 of this Agreement, subject to
acceleration under certain circumstances as provided in Section 2
below.  The number of vested Units will be adjusted based on the Fair
Market Value of the Shares on the Vesting Date and the “Double Up/Double Down”
approach described in the Program Description. If Grantee’s employment with
the Company terminates for any reason other than as set forth in paragraph (a)
of Section 2 below, Grantee shall forfeit all of Grantee’s right, title and
interest in and to any unvested Units as of the date of termination of
employment, and such Restricted Shares shall revert to the Company immediately
following the event of forfeiture.  In addition, if Grantee’s
employment is terminated by the Company for Cause, Grantee shall also forfeit
any vested Units that have not yet converted to Shares.

     

    2.  Acceleration of
Vesting.  The Units shall be subject to accelerated vesting as
set forth below, in each case subject to the “Double Up/Double Down” adjustment
described in the Program Description.

     

    (a) Upon
Grantee’s termination of employment with the Company due to death or Disability,
a pro rata number of the Units will vest and become non-forfeitable based on the
amount of time elapsed from the Grant Date to the date of termination, and
applied separately for and with respect to each of the scheduled Vesting
Dates.  The “Double Up/Double Down” adjustment shall be applied based
on the Fair Market Value of the Shares on the date of termination.

     

    (b) Upon
a Change in Control of the Company, Units will vest and become non-forfeitable
and the “Double Up/Double Down” adjustment shall be applied based on the Fair
Market Value of the Shares as determined with reference to the Change in
Control.

     

    3. Conversion to
Shares.  The Units that vest will be converted to actual Shares
(one Share per vested Unit, after giving effect to the “Double Up/Double Down”
adjustment described in the Program Description) on the fifth business day
following the vesting date. Notwithstanding the foregoing, upon the occurrence
of a Change in Control that meets the definition of “change in control event”
under Section 409A of the Code and applicable regulations thereunder, the
conversion of Units to Shares will occur as of the effective date of and
immediately prior to such Change in Control. Stock certificates evidencing the
conversion of Units into Shares will be registered on the books of the Company
in Grantee’s name as of the date of conversion and delivered to Grantee as soon
as practical thereafter.

    


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

    


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

    


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

    


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

    


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

    


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

    


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