ex10_2.htm


    
      Exhibit
10.2


      

       

      Denny’s
2008 Performance Restricted Stock Unit (RSU) Program

       

      
        

          
            

          

        

      

      Program
Concept

       

      The Compensation and Incentives Committee of the Board
of Directors has approved the 2008 Performance Restricted Stock Unit (RSU)
Program, an incentive compensation program pursuant to and subject to the
Denny’s Corporation 2008 Omnibus Incentive Plan.

       

      Under the
program, participants are granted a target number of restricted stock units.
From 50% to 120% of the target number of restricted stock units may be earned
based on stock price increases or decreases, discussed further below. Once
earned, the restricted stock units convert to and are settled in shares of
Denny’s stock on a one-for-one basis.

       

      The
number of shares earned will be contingent upon the stock price appreciation or
depreciation from the date of grant to the time of vesting. There is a “double
up/double down” approach with this program where the increases or decreases in
stock price have a 2X impact on the ultimate vested value. For
example:

       

      
        	
                ·  

              	
                If
      stock price has increased by 10% at the time of vesting, the participant
      will receive an amount of shares that would deliver a 20% increase in
      value relative to the value of the target award on the date of grant
      (double the growth realized).

              


      

       

      
        	
                ·  

              	
                If
      stock price has decreased by 10% at the time of vesting, the participant
      will receive an amount of shares that would deliver a 20% decrease in
      value relative to the value of the target award on the date of grant
      (double the loss).

              


      

       

      Regardless
of the stock price appreciation, the maximum number of shares that will be
delivered to a participant is 120% of the target
award.  Correspondingly, to ensure that there is a minimum level of
award earned by the participants, the downside is limited to 50% of the target
number of shares, regardless of the actual stock price
depreciation.

       

      Please
refer to your individual award agreement and the examples on pages 3 and 4 of
this document for further explanation.

       

      Eligibility

       

      Senior
Directors and above are eligible for the 2008 performance restricted stock unit
awards.

       

      Performance
Period & Vesting Schedule

       

      The
performance restricted stock unit awards will vest and be earned annually in
one-third increments beginning one year after the grant date. Participants will
have no voting or dividend rights until the shares are distributed.

      


      Participants
must be employed on the vesting date in order to vest in the award (except in
cases of death or disability, as noted below).  Termination for cause
results in forfeiture of any unpaid award, even if it otherwise had
vested.

       

      How
Performance Is Measured

       

      The
Company’s closing stock price will be determined on each of the three
anniversary dates of the grant (July 16, 2009; July 16, 2010; and July 16,
2011).  This stock price will be compared to the closing stock price
on the date of the grant of $2.56 to determine the amount of stock price
appreciation or depreciation.  The participant will then recognize a
“double up/double down” impact on the value of the target number of vested
shares based on the stock price increases or decreases.  This new
recognized value will be divided by the closing stock price on the vesting date
to determine the number of shares that were earned. Refer to examples on pages 3
and 4 for further explanation.


       

      Form
and Timing of Payout, and Taxation

       

      Participants
will receive their earned shares on the fifth business day following the vesting
date, and will be taxed on the value of the vested shares on the date of payout.
Upon payout, shares will be withheld to cover the minimum statutory withholding
requirements (based on the closing price of the shares on the day prior to the
payout). The net amount of shares (shares earned and vested less shares withheld
for taxes) will be delivered to the participant on the date of the
payout.

       

      Impact
of Termination Events

       

      The
following table shows the impact of various termination events and a change in
control:

       

      
        	
                Termination
      Event

              	
                Payout

              
	
                Death
      or disability

              	
                · Death
      or disability prior to vesting will result in pro rata
      vesting  (calculated separately for each one-third vesting
      event) of the amount earned, calculated  through the date of
      employment termination, paid out as soon as administratively practicable
      following termination.

                · Death
      or disability occurring between the vesting and payout dates will result
      in no change to the amount or date of the payout that would have been made
      had the termination event not occurred.

              
	
                Termination
      for Cause

              	
                · Vested
      but unpaid and unvested awards will be forfeited.  No payout
      will occur even if awards had vested.

              
	
                Resignation
      or Voluntary Termination

              	
                · Vested
      but unpaid awards will be paid out in accordance with the regular payout
      schedule.  Unvested awards will be forfeited.

              
	
                Involuntary
      Termination Not for Cause

              	
                · Vested
      but unpaid awards will be paid out in accordance with the regular payout
      schedule.  Unvested awards will be forfeited.

              
	
                Change
      in Control

              	
                · Vested
      but unpaid awards will be paid out immediately prior to the Change in
      Control.  Unvested awards will be deemed to be fully earned
      based on actual performance up to the date of the Change in Control, and
      will be paid out immediately prior to the Change in
    Control.

              


      

       

      Impact
on Other Plans

       

      Awards
are not considered pay for purposes of Denny’s retirement or welfare plans.
There will be no specific deferral opportunities under this
plan.