Exhibit
10.1


 


DINEEQUITY,
INC. AMENDED AND RESTATED 2005 STOCK INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS


 


1.                                       Purpose.  
The purpose of the DineEquity, Inc. Amended and Restated 2005
Stock Incentive Plan for Non-Employee Directors (the “Plan”) is to provide DineEquity, Inc.
(the “Company”) with an effective means of attracting, retaining, and
motivating non-employee directors of the Company .


 


2.                                       Eligibility.  
Any director of the Company who is not an employee of the Company (“Eligible
Director”) is eligible to participate in the Plan.


 


3.                                       Administration.  
The Plan shall be administered by the Compensation Committee (the “Committee”)
of the Board of Directors of the Company (the “Board”).  Except as otherwise expressly provided in the
Plan, the Committee shall have full power and authority to interpret and
administer the Plan, to determine the Eligible Directors to receive awards and
the amounts, types and terms of the awards, to adopt, amend, and rescind rules and
regulations, and to establish terms and conditions, not inconsistent with the
provisions of the Plan, for the administration and implementation of the Plan,
provided, however, that the Committee may not, after the date of any award,
make any changes that would adversely affect the rights of a recipient under
such award without the consent of the recipient.  The determination of the Committee on all
matters shall be final and conclusive and binding on the Company and all
participants.


 


4.                                       Awards.  
Awards may be made by the Committee in such amounts as it shall
determine in cash, in common stock of the Company (“Common Stock”), in options
to purchase Common Stock of the Corporation (“Stock Options”), in stock
appreciation rights with respect to shares of Common Stock (“Stock Appreciation
Rights”), in shares of Common Stock subject to certain restrictions (“Restricted
Stock”), or in rights to receive shares of Common Stock (or cash in lieu
thereof) in the future (“Restricted Stock Units”), or any combination thereof.  Eligible Director’s annual retainers shall
also be paid under the Plan as provided in Section 6.  There shall be 200,000 shares available for
issuance in connection with awards under the Plan.  If any award under the Plan shall expire,
terminate, or be canceled for any reason without having been vested or
exercised in full, the corresponding number of shares which were reserved for
issuance in connection therewith shall again be available for the purposes of
the Plan.  Shares available under the
Plan may be authorized and unissued shares or may be treasury shares.


 


5.                                       Restricted
Stock Performance Formula.   Awards of Restricted Stock or
Restricted Stock Units may be granted pursuant to the formula described in this
section, referred to herein as the “Restricted Stock Performance Formula.”  The Committee shall make an initial grant of
shares of Restricted Stock or Restricted Stock Units (the “Initial Grant”).  At the end of a specified performance period
(determined by the Committee), the number of shares in the Initial Grant shall
be increased or decreased, based on the increase or decrease in the fair market
value (as defined in Section 6 below) of a share of Common Stock during
the performance period, by a number of shares equal to (a) the excess of
the fair market value of a share of Common Stock on the last day of the
performance period over the fair market value of a share of Common Stock on the
grant date multiplied by 


 


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(b) the number of shares of Common Stock subject to the Initial
Grant and divided by (c) the fair market value of a share of Common Stock
on the last day of the performance period.  The number of shares of Common Stock so
determined is added to (in the case of a higher fair market value) or
subtracted from (in the case of a lower fair market value) the number of shares
of Restricted Stock or Restricted Stock Units to be earned at that time. Once
the number of shares of Restricted Stock or Restricted Stock Units has been
adjusted, restrictions and/or vesting conditions will continue to be imposed
for a period of time determined by the Committee.


 


6.                                       Common
Stock.   An Eligible Director may elect to receive the
Eligible Director’s annual retainer in cash or in Common Stock or in a fifty
percent (50%) and fifty percent (50%) combination thereof. In the case of
awards or payments of retainers in Common Stock, the number of shares shall be
determined by dividing the amount of the award or retainer elected to be
received in Common Stock by the closing price of the Company’s Common Stock on
the New York Stock Exchange on the date of the award. The closing price is
referred to throughout this Plan as the “fair market value.”


 


7.                                       Dividend
Equivalents and Interest.


 


a.                                       Dividends.  
If any award in Common Stock, Restricted Stock or Restricted Stock
Units is to be paid on a deferred basis, the recipient may be entitled, on
terms and conditions to be established by the Committee, to receive a payment
of, or credit equivalent to, any dividend payable with respect to the number of
shares subject to the award, which, as of the record date for the dividend,
have been awarded or made payable to the recipient but not delivered.


 


b.                                      Interest.  
If any award in cash is to be paid on a deferred basis, the recipient
may be entitled, on terms and conditions to be established by the Committee, to
be paid interest on the unpaid amount.


 


8.                                       Restricted
Stock and Restricted Stock Unit Awards.   Restricted
Stock represents awards made in Common Stock in which the shares granted may
not be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated except upon passage of time, or upon satisfaction of other
conditions, or both, in every case as provided by the Committee.  Restricted Stock Units are awards denominated
in units of shares of Common Stock under which the issuance of Common Stock (or
cash in lieu thereof) is subject to such conditions (including continued
service or performance conditions or both) and terms as the Committee deems
appropriate.  Unless determined otherwise
by the Committee, each Restricted Stock Unit will be equal to one share of
Common Stock, and will entitle the recipient to either the issuance of Common
Stock, payment of an amount of cash determined with reference to the value of
the Common Stock or a combination thereof, as determined by the Committee.  The recipient of an award of Restricted Stock
shall be entitled to vote the shares awarded and to the payment of dividends on
the shares from the date the award of shares is made; and, in addition, all
Special Distributions (as defined in Section 11 hereof) thereon shall be
credited to an Account as described in Section 11.  The recipient of an award of Restricted Stock
Units shall not have any voting rights with respect to the shares underlying
the award unless 


 


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and until such shares are issued to the recipient in settlement of the
award; however, unless the Committee provides otherwise, the recipient of an
award of Restricted Stock Units shall be entitled to the accrual of dividend
equivalents with respect to shares underlying the award from and after the date
of the award, and all Special Distributions (as defined in Section 11
hereof) paid with respect to the shares underlying the award shall be credited
to an Account described in Section 11. 
The recipient of an award of Restricted Stock or Restricted Stock Units shall
have a nonforfeitable interest in amounts credited to an Account described in Section 11
in proportion to the lapse of restrictions on the Restricted Stock and/or
satisfaction of any vesting conditions for the Restricted Stock Units to which
such amounts relate. For example, when restrictions lapse and/or vesting
conditions are satisfied on fifty percent (50%) of the Restricted Stock or
Restricted Stock Units granted in an award, the holder of such award shall have
a nonforfeitable interest in fifty percent (50%) of the amount credited to his or
her account which is attributable to such award. The holder of Restricted Stock
or Restricted Stock Units shall receive a payment in cash of any amount in his
account as soon as practicable after the vesting and/or lapse of restrictions
relating thereto.


 


9.                                       Stock
Option Awards.


 


a.                                       Type of
Options.   Options shall be in the form of options which do not
qualify as incentive stock options under Section 422 of the Internal
Revenue Code.


 


b.                                      Purchase
Price.   The purchase price of the Common Stock under each option
shall be determined by the Committee, but shall not be less than 100 percent of
the fair market value of the Common Stock on the date of the award of the
option.


 


c.                                       Terms and
Conditions.   The  Committee shall establish (i) the
term of each option, (ii) the terms and conditions upon which and the
times when each option shall be exercised, and (iii) the terms and
conditions under which options may be exercised after termination as an
Eligible Director for any reason for periods not to exceed three years after
such termination.


 


d.                                      Purchase
by Cash or Stock.   The purchase price of shares purchased
upon the exercise of any stock option shall be paid (i) in full in cash,
or (ii) in whole or in part (in combination with cash) in full shares of
Common Stock owned by the optionee or otherwise issuable upon exercise of the
option and valued at its fair market value on the date of exercise, all
pursuant to procedures approved by the Committee.


 


e.                                       Transferability.  
Options shall not be transferable other than by will or pursuant to the laws of
descent and distribution. During the lifetime of the person to whom an option
has been awarded, it may be exercisable only by such person or one acting in
his stead or in a representative capacity. Upon or after the death of the
person to whom an option is awarded, an option may be exercised by the optionee’s
legatee or legatees under his last will, or by the option holder’s personal
representative or distributee’s executive, administrator, or personal
representative or designee in accordance with the terms of the option.


 


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10.                                 Stock Appreciation Right
Awards.   Stock Appreciation Rights may be granted to Eligible
Directors from time to time either in tandem with or as a component of Stock
Options granted under the Plan (“tandem SARs”) or not in conjunction with Stock
Options (“freestanding SARs”).  A Stock
Appreciation Right is a right that entitles the holder to receive, in cash or
shares of Common Stock or a combination thereof, as determined by the
Committee, value equal to or otherwise based on the excess of (i) the fair
market value of a specified number of shares of Common Stock at the time of
exercise over (ii) the exercise price of the right, as established by the
Committee on the date of grant.  Any
Stock Appreciation Right granted in tandem with a Stock Option may be granted
at the same time such Stock Option is granted or at any time thereafter before
exercise or expiration of such Stock Option. 
All freestanding SARs shall be granted subject to the same terms and
conditions applicable to Stock Options as set forth in Section 9 and all
tandem SARs shall have the same exercise price, vesting, exercisability,
forfeiture and termination provisions as the Stock Option to which they
relate.  Subject to the provisions of Section 9
and the immediately preceding sentence, the Committee may impose such other
conditions or restrictions on any Stock Appreciation Right as it shall deem
appropriate.  Stock Appreciation Rights
may be settled in shares of Common Stock, cash or a combination thereof, as
determined by the Committee.


 


11.                                 Adjustments
for Special Distributions.   The Committee shall
have the authority to change all awards granted under this Plan to adjust
equitably the purchase or exercise price thereof (if any) and the number and
kind of shares or other property subject thereto to reflect a special
distribution to shareholders or other extraordinary corporate action involving
distributions or payments to shareholders (collectively referred to as “Special
Distributions”). In the event of any Special Distribution, the Committee may
cause to be created a Special Distribution account (the “Account”) in the name
of the individual to whom awards have been granted hereunder (sometimes herein
referred to as a “Grantee”) to which shall be credited an amount determined by
the Committee, or, in the case of non-cash Special Distributions, make
appropriate comparable adjustments for or payments to or for the benefit of the
Grantee.


 


Amounts
credited to the Account in accordance with the preceding rules shall be
credited with interest, accrued monthly, at an annual rate equal to the higher
of Moody’s Corporate Bond Yield Average or the prime rate in effect from time
to time, and such interest shall be credited in accordance with rules to
be established by the Committee. Notwithstanding the foregoing, at no time
shall the Committee permit the amount credited to the Grantee’s Account, to the
extent created with respect to outstanding Stock Options or Stock Appreciation
Rights, to exceed ninety percent (90%) of the purchase or exercise price of the
Grantee’s outstanding Stock Options and Stock Appreciation Rights to which such
amount relates. To the extent that any credit would cause the Account to exceed
that limitation, such excess shall be distributed to the Grantee.


 


Amounts
credited to the Grantee’s Account shall be paid to the Grantee or, if the
Grantee is deceased, his or her beneficiary at the time that the awards to
which it relates are exercised or expire, whichever occurs first, or, in the
case of Restricted Stock or Restricted Stock Units, the date on which the award
vests and/or the restrictions relating to the award lapse.


 


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The
Account shall for all purposes be deemed to be an unfunded promise to pay money
in the future in certain specified circumstances. As to amounts credited to the
Account, a Grantee shall have no rights greater than the rights of a general
unsecured creditor of the Company, and amounts credited to the Grantee’s
Account shall not be assignable or transferable other than by will or the laws
of descent and distribution, and such amounts shall not be subject to the
claims of the Grantee’s creditors.


 


12.                                 Adjustments
and Reorganizations.   The Committee may make
such adjustments to awards granted under the Plan (including the terms,
exercise price, and otherwise) as it deems appropriate in the event of changes
that impact the Company, the Company’s share price, or share status.


 


In
the event of any merger, reorganization, consolidation, change of control,
recapitalization, separation, liquidation, stock dividend, stock split,
extraordinary dividend, spin-off, split-up, rights offering, share combination,
or other change in the corporate structure of the Company affecting the Common
Stock, the number and kind of shares that may be delivered under the Plan shall
be subject to such equitable adjustment as the Committee may deem appropriate.
Except as otherwise provided by the Committee, all authorized shares, share
limitations, and awards under the Plan shall be proportionately adjusted to
account for any increase or decrease in the number of issued shares of Common
Stock resulting from any stock split, stock dividend, reverse stock split, or
any similar reorganization or event. Notwithstanding anything in this Plan to
the contrary, all awards outstanding hereunder shall become fully vested upon
the occurrence of a change in control.


 


In the preceding paragraph, “change of control” means any of the
following events:


 


a.                                       An acquisition (other than
directly from the Company) of any voting securities of the Company by any
Person (as used in Section 13(d) or 14(d) of the Securities
Exchange Act, and including any “group” as such term is used in such sections)
who immediately after such acquisition is the Beneficial Owner (as used in Rule 13d-3
promulgated under the Securities Exchange Act of 1934, as amended) of 40
percent or more of the combined voting power of the Company’s then outstanding
voting securities; provided that, in determining whether a change of control
has occurred, voting securities which are acquired by (i) an employee
benefit plan (or a trust forming a part thereof) maintained by the Company or
any subsidiary of the Company, (ii) the Company or any subsidiary of the
Company, (iii) any Person that, pursuant to Rule 13d-1 promulgated
under the Securities Exchange Act, is permitted to, and actually does, report
its beneficial ownership of voting securities of the Company on Schedule 13G
(or any successor Schedule) (a “13G Filer”) (provided that, if any 13G Filer
subsequently becomes required to or does report its Beneficial Ownership of
voting securities of the Company on Schedule 13D (or any successor Schedule)
then such Person shall be deemed to have first acquired, on the first date on
which such Person becomes required to or does so file, Beneficial Ownership of
all voting securities of the Company Beneficially Owned by it on such date, or (iv) any
person in connection with a Non-Control 


 


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Transaction (as hereinafter defined), will not constitute an
acquisition which results in a change of control;


 


b.                                      Consummation of:


 


(1)                                  a merger, consolidation, or
reorganization involving the Company or any direct or indirect subsidiary of
the Company, unless:


 


(A)                              the stockholders of the
Company immediately before such merger, consolidation, or reorganization will
own, directly or indirectly, immediately following such merger, consolidation,
or reorganization, at least 50 percent of the combined voting power of the
outstanding voting securities of the corporation resulting from such merger,
consolidation, or reorganization (the “Surviving Company”) or any parent
thereof in substantially the same proportion as their ownership of the voting
securities of the Company immediately before such merger, consolidation, or
reorganization; and


 


(B)                                the individuals who were
members of the Board immediately prior to the execution of the agreement
providing for such merger, consolidation, or reorganization constitute a
majority of the members of the Board of Directors of the Surviving Company or
any parent thereof; and


 


(C)                                no person (other than the
Company, any subsidiary of the Company, any employee benefit plan (or any trust
forming a part thereof) maintained by the Company, any Schedule 13G Filer, the
Surviving Company, any subsidiary or parent of the Surviving Company, or any
person who, immediately prior to such merger, consolidation, or reorganization,
was the Beneficial Owner of 40 percent or more of the then outstanding voting
securities of the Company) is the Beneficial Owner of 40 percent or more of the
combined voting power of the Surviving Company’s then outstanding voting
securities;


 


(D)                               a transaction described in
clauses (A) through (C) above is referred to herein as a “Non-Control Transaction;”


 


(2)                                  the complete liquidation or
dissolution of the Company; or


 


(3)                                  a sale or other disposition
of all or substantially all of the assets of the Company (other than a sale or
other disposition to an entity (1) of which at least 50% of the combined voting
power of the outstanding voting securities are owned, directly or indirectly,
by stockholders of the Company in substantially the same proportion as their
ownership of the voting securities of the Company, (2) a majority of whose
board of directors is comprised of individuals who were members of the Board 


 


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immediately prior to the execution of the agreement providing for such
sale or other disposition and (3) of which no Person (other than the Company,
any Subsidiary of the Company, any employee benefit plan (or any trust forming
a part thereof) maintained by the Company, any Schedule 13G Filer, the
Surviving Corporation, any Subsidiary or parent of the Surviving Corporation,
or any Person who, immediately prior to such merger, consolidation or
reorganization, was the Beneficial Owner of 40% or more of the then outstanding
voting securities of the Company) has Beneficial Ownership of 40% or more of
the combined voting power of the entity’s outstanding voting securities.


 


c.                                       Individuals who, as of the
date hereof, constitute the Board (the “Incumbent Board”), cease for any reason
to constitute at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the Effective Date whose election,
or nomination for election by Company stockholders, was approved by a vote of
two-thirds of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of either an actual or threatened election contest
(including, but not limited to, a consent solicitation).


 


d.                                      Notwithstanding the
foregoing, a change of control will not be deemed to occur solely because any
person (a “Subject Person”)
acquires beneficial ownership of more than the permitted amount of the
outstanding voting securities of the Company as a result of the acquisition of
voting securities by the Company which, by reducing the number of voting
securities outstanding, increases the proportional number of shares
beneficially owned by the Subject Person, provided that if a change of control
would occur (but for the operation of this sentence) as a result of the
acquisition of voting securities by the Company, and after such share
acquisition by the Company, the Subject Person becomes the beneficial owner of
any additional voting securities which increases the percentage of the then
outstanding voting securities beneficially owned by the Subject Person, then a
change of control will be deemed to have occurred.


 


13.                                 Tax
Withholding.   The Company shall have the right to (i) make
deductions from any settlement of an award under the Plan, including the
delivery or vesting of shares, or require shares or cash or both be withheld
from any award, in each case in an amount sufficient to satisfy withholding of
any federal, state, or local taxes required by law, or (ii) take such
other action as may be necessary or appropriate to satisfy any such withholding
obligations. The Committee may determine the manner in which such tax
withholding may be satisfied, and may permit shares of Common Stock (rounded up
to the next whole number) to be used to satisfy required tax withholding based
on the fair market value of any such shares of Common Stock, as of the
appropriate time of each award.


 


14.                                 Expenses.  
The expenses of administering the Plan shall be borne by the Company.


 


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15.                                 Amendments.  
The Board shall have complete power and authority to amend the Plan,
provided that the Board shall not amend the Plan in any manner that requires
shareholder approval under applicable law without such approval. No amendment to
the Plan may, without the consent of the individual to whom the award shall
theretofore have been awarded, adversely affect the rights of an individual
under the award.


 


16.                                 Effective
Date of the Plan.   The Plan was effective on March 1,
2005 the date of its adoption by the Board (the “Effective Date”).  This amendment and restatement of the Plan
shall become effective on March 1, 2010, the date of its adoption by the Committee.


 


17.                                 Termination.  
The Board may terminate the Plan or any part thereof at any time,
provided that no termination may, without the consent of the individual to whom
any award shall theretofore have been made, adversely affect the rights of an
individual under the award.


 


18.                                 Other
Actions.   Nothing contained in the Plan shall be deemed
to preclude other compensation plans which may be in effect from time to time
or be construed to limit the authority of the Company to exercise its corporate
rights and powers, including, but not by way of limitation, the right of the
Company (a) to award options for proper corporate purposes otherwise than
under the Plan to an employee or other person, firm, corporation, or
association, or (b) to award options to, or assume the option of, any
person in connection with the acquisition, by purchase, lease, merger,
consolidation, or otherwise, of the business and assets (in whole or in part)
of any person, firm, corporation, or association.


 


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