Exhibit 10.2


 


DineEquity, Inc.


Officer Incentive Plan


 


Objectives


 


International House of
Pancakes, LLC (“IHOP”), Applebee’s Services, Inc.
(“Applebee’s”)  and DineEquity, Inc.
(“DineEquity” and together with IHOP
and Applebee’s, the “Company”) have established this Officer Incentive Plan
(the “Plan”) to reward eligible employees whose performance meets or exceeds
the Company’s expectations, to provide incentives for future excellent
performance that will contribute to the Company’s success and profitability,
and to serve as a means by which eligible employees may share in the Company’s
financial success.  The Plan shall
continue until terminated by the Compensation Committee (the “Committee”).


 


Eligibility


 


All full-time officers (other
than executive officers) employed by the Company and approved by the Chairman & Chief Executive Officer shall be eligible to
participate in the Plan.  All executive
officers employed by the Company and approved by the Committee also shall be
eligible to participate in the Plan.  Participants
must be actively employed with the Company, or one of
its subsidiaries through the end of the Plan Year in order to be eligible for
any benefit under this Plan.


 


Except as otherwise
specifically provided in the Plan, participants who terminate employment for
any reason before the end of the Plan Year shall not be entitled to any
benefits under this Plan.  The Company’s
Plan Year is based on its fiscal year. 
The last day worked is the last day an employee is considered
active.  In the case of termination, for
the purpose of bonus eligibility, vacation or personal time cannot be used to
extend the last day worked.


 


New Hires/Re-Hires


 


For participants who
begin work with the Company following the commencement of a Plan Year, any incentive
will be paid on a prorated basis.  The
prorated percentage will be determined based on when the employee begins
work.  If the employee begins work during
the first full work week of the month, the employee will be credited for a
whole month worked. However, if the employee begins work after the first full
work week of the month, he/she will not be entitled to receive an incentive for
that month. New hires or re-hires with an effective date on or after October 1st
of a Plan Year will not be eligible for an incentive for such Plan Year.


 


Promotions


 


Promotion from one eligible
position to another: When an employee is promoted from one eligible position to another,
that month’s incentive in which the promotion occurs will be based on the prior
position providing that the promotion occurred after the first week of the
month. When a promotion during the first full work week of the month, that
month’s incentive will be based on the new position.


 


The base salary as of the
last day of the fiscal year will be used for all calculations even though the
applicable percentage may have changed during the Plan Year (the “Base Salary”).


 


Transfer from one entity to
another entity:
When an employee of any Company (“Old Company”) is transferred to a bonus
eligible position for another Company (“New Company”), that month’s incentive
in which the transfer occurs will be based on the performance objectives based
on the employee’s position with the Old Company provided that the transfer
occurred after the first full work week of the month. When a transfer to
another Company occurs during the first full work week of the month, that month’s
incentive will be based on the performance objectives based on the employee’s
position with the New Company.


 

















 


The base salary as of the
last day of the fiscal year will be used for all calculations even though the applicable
percentage may have changed during the Plan Year.


 


Short-Term or Long-Term
Disability, Workers’ Compensation and other Leaves of Absence


 


Any
participant on leave of absence or otherwise not actively working during the
incentive period may be eligible for a prorated incentive excluding the period
on leave.  The date the leave is
effective and the date ending leave will be used to calculate the number of
whole months worked in the incentive period.


 


Termination Due to Death or Retirement


 


In
the event of an employee’s death or retirement, any incentive earned will be
prorated for the incentive period based upon the actual number of whole months
worked and paid simultaneously with the normal distribution of incentives.  If the death or retirement of the participant
occurs during the first full work week of the month, credit will be for a full
month worked. For the purposes of the Plan, retirement occurs when employment
ends and at a time when the employee’s age plus years of service is equal to,
or greater than, seventy.


 


Plan Description


 


The
Plan is an annual incentive plan.  For
all participants, the Plan is based on the financial performance of IHOP, Applebee’s and/or DineEquity
(as determined by the Committee at the end of the annual incentive period) and on
the achievement of specific individual business objectives (IBOs)
of the participants.


 


Level of Incentive


 


The target and maximum incentive payouts shall be expressed
as a percentage of Base Salary.  The
incentive award payouts shall be determined by the Committee and may differ for
each participant.


 


Financial Objectives


 


Subject
to the terms of the Plan, the Committee, in its sole discretion, shall
establish and set forth in writing for the applicable Plan Year (i) the performance goals for each participant, (ii) the
target incentive for each participant, and (iii) the formula or payout
matrix for each participant.


 


Individual Business
Objectives (IBOs)


 


If
required by the Committee, for each Plan Year, each participant in the Plan
shall set IBOs in conjunction with his or her
immediate supervisor each year.  During
this process, challenging, measurable objectives that significantly impact the
Company performance are to be mutually determined and approved by the Chairman
and Chief Executive Officer.  No
participant will have more than three IBOs without
approval by the Chairman & Chief Executive
Officer.  After the fiscal year, a
percentage of achievement is then established by the immediate supervisor and
approved by the Chairman & Chief Executive
Officer.  This amount is used to
determine the IBO portion of the annual payout; provided, however, the IBO
performance will not be paid if the Company’s Financial Objectives threshold is
not met, as determined by the Committee.


 


In
the event there is a significant change in IBOs for
an employee due to a change in job or function, annual IBO achievement will be
determined by the employee’s supervisors during the year and reviewed by Human
Resources, as necessary.


 

















 


Payment Distribution


 


Incentive payouts will be
calculated based on the results of Company’s financial performance, completion
of personal IBOs, and full-time active employment
with the Company and distributed within  2 1⁄2 months following the close of the Plan Year.  No incentive shall be deemed to be earned
under this Plan until the amount of the incentive (if any) has been determined by
the Committee.  Payouts will be paid in a
separate check from the regular payroll check, and are subject to supplemental
withholding deductions.  No payout shall
be made to an employee who is terminated for cause after the close of the Plan
Year but prior to the distribution of payment.


 


Plan Administration


 


The Committee is the
administrator of the Plan and has sole discretionary authority to interpret the
Plan and to decide all questions and disputes under the Plan, including but not
limited to all questions regarding eligibility for benefits.  The Committee’s decision shall be final and
binding on all persons.  The Committee
may delegate its Plan administration duties to the DineEquity
Inc. Compensation Department.


 


This Plan Document and
its provisions regulate all plan guidelines and participant eligibility.  Any exception must be submitted in writing to
the DineEquity, Inc. Compensation Department and
must be approved by the Chairman & Chief
Executive Officer.


 


No Guarantee of Employment


 


The Plan and this plan document
do not constitute or imply an employment contract, and participants accrue no
interest, right or benefit whatsoever except as specifically set forth in this
document.


 


Modification of the Plan


 


The Committee reserves
the right to modify, terminate or make exceptions to the Plan in its sole
discretion at any time without prior notice. 
The Plan will be reviewed on an annual basis or at other appropriate
intervals as determined in the Committee’s sole discretion, allowing for
updates or revisions to be considered. 
The Plan and this plan document do not constitute or imply an employment
contract, and participants accrue no interest, right or any benefit in the
Plan, except as specifically set forth in this document.