ex10_17.htm


    
      

    

    Exhibit 10.17

     

    
      1991
SONIC CORP. STOCK PURCHASE PLAN

      


      (Amended
and Restated Effective April 2, 2008)

      


      1.         
    Purpose. The 1991
Sonic Corp. Stock Purchase Plan (the “Plan”) is intended to encourage stock
ownership by all employees of Sonic Corp. (the “Company”) and its affiliates so
that they may acquire a proprietary interest in the growth and success of the
Company, and to encourage them to remain in the employ of the Company and its
affiliates.

      


      2.        
     Administration of the
Plan. The Plan shall be administered by the Compensation Committee (the
“Committee”) of the Company’s Board of Directors (the “Board”), which consists
of not less than three persons, who are directors of the Company, and who are
appointed by the Board to serve at the pleasure of the Board. Except as
otherwise expressly provided in the Plan, the Committee shall have sole and
final authority  and discretion to interpret the provisions of the
Plan and to promulgate and interpret such rules and regulations relating to the
Plan and make all determinations in connection therewith as it may deem
necessary or desirable for the administration of the Plan. The Committee may
correct any defect in the Plan in the manner and to the extent it shall deem
expedient to carry the Plan into effect and shall be the sole and final judge of
such expediency. To assist in the administration of the Plan, the Committee may
from time to time appoint certain persons to perform functions on its
behalf.

      


      No member
of the Committee shall be liable for any action taken or omitted or any
determination made by him in good faith relating to the Plan, and the Company
shall indemnify and hold harmless each member of the Committee and each other
director or employee of the Company to whom any duty or power relating to the
administration or interpretation of the Plan has been delegated against any cost
or expense (including counsel fees) or liability (including any sum paid in
settlement of a claim with the approval of the Committee) arising out of any act
or omission in connection with the Plan, unless arising out of such person’s own
fraud or bad faith.

      


      3.          
   Eligibility. All
employees of the Company and its subsidiaries who:

      


      (a)       
    have completed ninety (90) days or more of continuous
service with the Company or one of its subsidiaries;

      


      (b)        
   customarily work more than twenty (20) hours per week;
and

      


      (c)       
    customarily work for more than five (5) months during
any calendar year

      


      will be
eligible to participate in the Plan, in accordance with such rules as may be
prescribed from time to time by the Committee, which rules, however, shall
neither permit nor deny participation in the Plan contrary to the requirements
of the Internal Revenue Code of 1986 as amended (the “Code”), and the regulations promulgated
thereunder.

      


      Notwithstanding
the foregoing, no employee may participate in the Plan if such employee owns or
holds outstanding options to purchase stock representing five percent (5%) or
more of the total combined voting power or value of all classes of stock of the
Company or any subsidiary. For purposes of this Section, (i) subsidiary shall mean any corporation,
domestic or foreign, of which the Company owns, directly or indirectly, not less
than fifty percent (50%) of the total combined voting power of all classes of
stock or other equity interests and that otherwise qualifies as a subsidiary
corporation within the meaning of Section 424(f) of the Code or any successor
thereto; and (ii) the rules of Section 424(d) of the Code shall apply in
determining the stock ownership of any employee, and stock which the employee
may purchase under outstanding options shall be treated as stock owned by the
employee.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      4.           
  Stock Available. The
stock subject to this Plan is the $.01 par value common stock of the Company
(the “Common Stock”). The aggregate number of shares of Common Stock which can
be purchased under the Plan is 1,139,062. Purchases will commence within thirty
30 days after the date of registration of the Plan with the Securities and
Exchange Commissioner if Company counsel deems such registration to be required.
If such registration is not deemed to be required, purchases will commence as
soon as practicable upon adoption of the Plan. If Company counsel deems
stockholder approval of the Plan to be required, such approval shall be obtained
within twelve (12) months of adoption of the Plan.

      


      5.         
    Participation. An
eligible employee may participate in this Plan at any time by completing and
forwarding a payroll deduction authorization form to the employee’s appropriate
payroll location. The form will authorize a regular payroll deduction from the
employee’s Compensation (as defined in Section 6 below), and must specify the
date on which such deduction is to commence, provided such date may not be
retroactive.

      


      6.         
    Accounts.  The
Company will maintain payroll deduction accounts for all participating
employees.  An employee may authorize an after-tax payroll deduction
in terms of whole number percentages up to a maximum of ten percent (10%) of the
Compensation he or she receives during the payroll period (or during such
portion thereof as the employee may elect to participate).

      


      For
purposes of the Plan, a participating employee’s “Compensation” shall be
determined in the same manner as compensation is calculated for purposes of
salary deferral contributions under the Sonic Corp. Savings and Profit Sharing
Plan, provided that Compensation under this Plan shall not include any bonuses
paid to the employee and Compensation shall be determined without regard to the
limitations set forth in Section 401(a)(17) of the Code.

      


      Payroll
deductions under the Plan shall not accrue at a rate that would enable the
employee to purchase under this Plan and any other stock purchase plan of the
Company or any subsidiary stock having a fair market value greater than $25,000
(determined as of the date the option to purchase Common Stock is granted in
accordance with Section 423(b)(8) of the Code) in any calendar year. The
Committee, however, may establish a payroll deduction maximum amount at a level
less than $25,000. An employee may at any time increase or decrease the
employee’s payroll deduction by filing a new payroll deduction authorization
form with the Company. The change will not become effective until the next pay
period after receipt of the form. A payroll deduction may be increased only once
and reduced only once during each half of the Company’s fiscal
year.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      7.         
    Interest. The Company
may credit employee accounts with interest at such per annum rate as the
Committee may from time to time determine, provided, however, that the Committee
shall be under no obligation to do so.

      


      8.           
  Withdrawal of Stock.
An employee may for any reason permanently draw out the stock accumulated in the
employee’s account once per calendar quarter on dates established by the
Committee.

      


      9.             
Purchase and
Payment. No less frequently than on the last business day of the last pay
period of each month, or as soon thereafter as practicable, the account of each
participating employee (including interest, if any) shall be totaled. If such
account contains sufficient funds to purchase one or more full shares of Common
Stock as of that date, the employee shall be deemed to have exercised an option
to purchase such share or shares at the price described below.  The
employee’s account shall be charged for the amount of the purchase, and a stock
certificate shall be issued for the employee’s account as of such day and held
by the Company. As provided under Section 22, at
the sole discretion of the Committee, purchases of shares of Common Stock under
the Plan may be satisfied from authorized, but unissued, shares of Common Stock
or reacquired shares of Common Stock, including shares of Common Stock purchased
at the direction of the Company on the open market. 

      


      Subsequent shares of Common Stock will be purchased in the same manner, whenever
sufficient funds have again accrued in the employee’s account. The purchase
price for each share purchased will be not
less than eighty-five percent (85%) of the
Fair Market Value (determined in accordance with Section 12 below) on the
date on which such shares are purchased for
the employee’s Plan account. The purchase price shall be determined by the
Committee from time to time and communicated to participating employees
effective as of the first day of the next following payroll deferral period. In
the event the purchase of shares is satisfied through open market acquisitions,
the Company shall make a contribution on behalf of each participating employee
equal to the difference between the Fair Market Value of a share of Common Stock
and the purchase price under the Plan for the share multiplied by the total
number of shares of Common Stock purchased for the account of the participating
employee.

      


      In the event that the number of shares to be purchased
pursuant to the above described procedure in any calendar year exceeds the
number of shares which are available to be purchased in accordance with Section
4 above, during the purchase period in
which such limit is reached, the number of shares to be purchased for each
participating employee shall be
proportionately reduced so that the number of shares to be purchased equals the
number of shares available to be purchased.

      


      10.        
   Stock Certificates.
Stock certificates will only be issued to participating employees in accordance
with Section 8 or upon the participating employee’s withdrawal from the Plan for
any reason.

      


      11.         
  Registration of
Certificates. Certificates may be registered only in the name of the
employee, or, if the employee so indicates
on his or her payroll deduction authorization form, in the employee’s name
jointly with a member of his or her family, with right of survivorship. An
employee who is a resident of a jurisdiction which does not recognize such a
joint tenancy with right of survivorship may have certificates registered in the
employee’s name as tenant in common with a member of his or her family, without
right of survivorship.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      12.         
  Fair Market
Value.

      


      (a)        
   If the Common Stock is
listed upon an established stock exchange or exchanges, the determination of
Fair Market Value shall depend on the manner in which shares of Common Stock are
acquired for participating employee accounts.

      


      (i)       
     If the acquisition
of shares of Common Stock is satisfied from the Company’s authorized, but
unissued, shares or reacquired
shares, Fair Market Value shall be determined in accordance with the rules set forth
under Treasury Regulation § 1.423-2(g). For example, the Fair Market Value may
be deemed to be the mean between the highest and lowest quoted selling price of
a share of Common Stock on the day a purchase is made.

      


      (ii)      
     If the acquisition
of shares of Common Stock is satisfied through the purchase of such shares on
the open market, Fair Market Value shall be the volume weighted average price
(“VWAP”) of all shares purchased on a particular day. VWAP shall be calculated
by:

      


      (A)           multiplying the total number of shares of Common Stock
purchased at a particular purchase price by that purchase
price;

      


      (B)           adding all of the individual products determined in
accordance with (A) resulting in the total dollars spent on stock purchases for
the Plan on a given day; and

      


      (C)           dividing the result in (B) by the total number of shares
of Common Stock purchased for Plan
accounts.    

      


      (b)         
  If the Common Stock is not listed on
such an exchange, Fair Market Value shall
be determined by the Committee using a
reasonable valuation method taking into
account all relevant facts and circumstances.

      


      13.        
   Rights as a
Stockholder. None of the rights or privileges of a stockholder of the
Company shall exist with respect to shares purchased under this Plan unless and
until certificates representing such full shares shall have been issued to the
participating employee’s account.

      


      14.       
    Rights on Retirement,
Death,
Termination of Employment, or Termination of the Plan.  In the
event of a participating employee’s retirement, death, other termination of
employment, or upon termination of the Plan, no payroll deduction shall be taken
from any pay due and owing to the employee at such time and the balance in the
employee’s account shall be paid to the employee or, in the event of the
employee’s death, to the employee’s estate. Whether an authorized leave of
absence, including absence for military or governmental service, shall
constitute termination of employment, shall be determined by the
Committee.

      


      15.      
     Rights not
Transferable. Rights granted under this Plan are not transferable by a
participating employee other than by will or the
laws of decent and distribution, and such rights are exercisable during
the employee’s lifetime only by the employee to whom granted.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      16.       
    Application of Funds.
Payroll deduction amounts shall be included in the general assets of the Company
under this Plan and may be used for any corporate purposes. The payroll accounts
will not be funded or held in trust.

      


      17.       
    Adjustment Upon Changes in
Common Stock. If the Common Stock of the Company shall be subdivided or
combined, whether by reclassification, stock dividend, stock split, reverse
stock split or other similar transaction, then the number of shares subject to
purchase under the Plan shall be adjusted proportionately. A stock dividend
shall be treated as a subdivision of the whole number of shares outstanding
immediately prior to such dividend into a number of shares equal to such whole
number of shares so outstanding plus the number of shares issued as a stock
dividend.

      


      18.        
   Amendment of the
Plan. The Board or the Committee may, at any time, or from time to time,
amend this Plan in any respect, except that, without the approval of the holders
of a majority of the shares of Common Stock of the Company then issued and
outstanding and entitled to vote, no amendment shall be made increasing or
decreasing the number of shares approved for this Plan (other than as provided
in Section 17).

      


      19.       
    Suspension of the
Plan. This Plan and all rights of employees hereunder shall be suspended
when accumulated payroll deductions of participating employees are sufficient to
purchase a number of shares equal to or greater than the number of shares
remaining available for purchase. If the number of shares so purchasable is
greater than the shares remaining available, the available shares shall be
allocated by the Committee among such participating employees in such manner as
it deems equitable.

      


      20.         
  Termination of the
Plan. This Plan and all rights of employees hereunder shall terminate at
the discretion of the Board.

      


      21.        
   Governmental
Regulations. The Company’s obligation to sell and deliver its Common
Stock under this Plan is subject to the approval of any governmental authority
required in connection with the authorization, issuance, or sale of such
stock.

      


      22.        
   Shares Used to Fund
Plan. The Company may utilize authorized unissued or treasury shares to
fund the Plan. Purchases of outstanding shares may also be made pursuant to and
on behalf of the Plan, upon such terms as the Company may approve, for delivery
under the Plan.

      


      23.         
  Qualified Plan. This
Plan is intended to qualify as an Employee Stock Purchase Plan as defined in
Section 423 of the Code.