ex10_1awardcertificates.htm


    Exhibit
      10.1

     

    
      


      


      
        	 	 
	
                Stock-Settled

              	
                Denny’s
                  Corporation

              
	
                Restricted
                  Stock Unit

              	
                203
                  East Main Street

              
	
                Award
                  Certificate

              	
                Spartanburg,
                  SC 29319

              
	 	 


      

      


      F.
        Mark Wolfinger (“Grantee”)

      


      You
        have
        been awarded restricted stock units (the “Units”) under the Denny’s Corporation
        2004 Omnibus Incentive Plan (the “Plan”) entitling you to receive shares of
        Denny’s Corporation $0.01 par value common stock at a future time under the
        terms indicated below:

      


      
        	
                Grant
                  Date of Award:  July 9, 2007

              	 
	
                 

                Number
                  of Restricted Stock Units Awarded: 109,890

              	 
	
                 

                Vesting
                  Schedule:

              	 
	
                 

                Vesting
                  Date

                 

              	
                 

                Percent
                  of Units Vested

              
	
                July
                  9, 2008

              	
                20%

              
	
                July
                  9, 2009

              	
                40%

              
	
                July
                  9, 2010

              	
                60%

              
	
                July
                  9, 2011

              	
                80%

              
	
                July
                  9, 2012

              	
                100%

              


      

      


      


      


      
        	 
	
                 

                No
                  right or interest may be pledged, encumbered, or hypothecated to
                  or in
                  favor of any party other than Denny’s Corporation (the “Company”), or
                  shall be subject to any lien, obligation, or liability to any party
                  other
                  than the Company.  This award is not assignable or transferable
                  by you other than by will or the laws of descent and
                  distribution.

                 

                This
                  award is governed by the terms of the Denny’s Corporation 2004 Omnibus
                  Incentive Plan, 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.

                 

              


      

      


      


      
        	
                 

                 

                 

                /s/
                  Nelson J. Marchioli

                For
                  Denny’s Corporation

              	
                 

                 

                 

                July
                  10, 2007

                Date

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      TERMS
        AND
        CONDITIONS

      


      1.
        Vesting of Units.  The Units have been credited to a
        bookkeeping account on behalf of Grantee.  The Units will vest and
        become non-forfeitable on the earliest to occur of the following (the “Vesting
        Date”):

       

      (a)
        as to
        the percentages of the Units specified on page 1 hereof, on the respective
        dates
        specified on page 1 hereof, or

       

      (b)
        upon
        Grantee’s termination of employment with the Company due to death or
        Disability, or

       

      (c)
        upon
        Grantee’s termination of employment within two years following a Change in
        Control by the Company without Cause or by Grantee for Good Reason.

      


      If
        Grantee’s  terminates  prior to the Vesting Date for any
        reason other than as described in (b) or (c) above, Grantee shall forfeit
        all
        right, title and interest in and to the Units as of the date of such termination
        and the Units will be reconveyed to the Company without further consideration
        or
        any act or action by Grantee.

      


      For
        purposes of this Agreement, “Good Reason” shall mean (i) a material diminution
        in
        Grantee’s base compensation; (ii) a material diminution in Grantee’s authority,
        duties, or responsibilities; (iii) a material change in the primary geographic
        location at which Grantee performs services for the Company; or (iv) any
        other
        action or inaction that constitutes a material breach by the Company of any
        employment agreement between the Company and Grantee.

      


      2.
        Conversion to Stock.  Any Units that vest in accordance with
        Section 1 above will be converted to actual shares of Stock on July 9, 2012
        (the
“Conversion Date”).  Stock certificates evidencing the conversion of
        Units into shares of Stock will be registered on the books of the Company
        in
        Grantee’s name as of the Conversion Date and delivered to Grantee as soon as
        practical thereafter.

      


      3.  Rights
        as Stockholder.  Grantee shall not have voting or any other rights
        as a stockholder of the Company with respect to the Units.  Dividends
        or dividend equivalents will not be paid with respect to the
        Units.  Upon conversion of the Units into shares of Stock, Grantee
        will obtain full voting and other rights as a stockholder of the
        Company.

      


      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 of Stock are in fact issued to such person in connection with
        the
        Units.  Nothing in this 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.  Grantee will, no later than the date as of
        which any amount related to the Units first becomes includable in Grantee’s
        gross income for federal income tax purposes, pay to the Company, or make
        other
        arrangements satisfactory to the Committee regarding payment of, any federal,
        state and local taxes of any kind (including Grantee’s FICA obligation) required
        by law to be withheld with respect to such amount.  The obligations of
        the Company under this Agreement 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 due to Grantee.

      


      6.
        Amendment.  The Committee may amend, modify or terminate this
        Certificate without approval of Grantee; provided, however, that such amendment,
        modification or termination shall not, without Grantee’s consent, reduce or
        diminish the value of this award determined as if it had been fully vested
        (i.e., as if all restrictions on the Units hereunder had expired) on the
        date of
        such amendment or termination.

      


      7.
        Plan Controls.  The terms contained in the Plan are
        incorporated into and made a part of this Certificate and this 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 Certificate, the provisions of the Plan shall be
        controlling and determinative.

      


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

      


      9.
        Severability.  If any one or more of the provisions contained
        in this Certificate is deemed to be invalid, illegal or unenforceable, the
        other
        provisions of this 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 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.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    
      	 	 
	
              Cash-Settled

            	
              Denny’s
                Corporation

            
	
              Restricted
                Stock Unit

            	
              203
                East Main Street

            
	
              Award
                Certificate

            	
              Spartanburg,
                SC 29319

            
	 	 


    

    


    F.
      Mark Wolfinger  (“Grantee”)

    


    You
      have
      been awarded restricted stock units (the “Units”) under the Denny’s Corporation
      2004 Omnibus Incentive Plan (the “Plan”) each entitling you to receive a cash
      payment equal to the value of one share of Denny’s Corporation $0.01 par value
      common stock at a future time under the terms indicated below:

    


    
      	
              Grant
                Date of Award:  July 9, 2007

            	 
	
               

              Number
                of Restricted Stock Units Awarded: 109,890

            	 
	
               

              Vesting
                Schedule:

            	 
	
               

              Vesting
                Date

               

            	
               

              Percent
                of Units Vested

            
	
              July
                9, 2008

            	
              20%

            
	
              July
                9, 2009

            	
              40%

            
	
              July
                9, 2010

            	
              60%

            
	
              July
                9, 2011

            	
              80%

            
	
              July
                9, 2012

            	
              100%

            


    

    


    


    


    
      	 
	
               

              No
                right or interest may be pledged, encumbered, or hypothecated to
                or in
                favor of any party other than Denny’s Corporation (the “Company”), or
                shall be subject to any lien, obligation, or liability to any party
                other
                than the Company.  This award is not assignable or transferable
                by you other than by will or the laws of descent and
                distribution.

               

              This
                award is governed by the terms of the Denny’s Corporation 2004 Omnibus
                Incentive Plan (the “Plan”), 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.

               

            


    

    


    


    
      	
               

               

               

              /s/
                Nelson J. Marchioli

              For
                Denny’s Corporation

            	
               

               

               

              July
                10, 2007

              Date

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    TERMS
      AND
      CONDITIONS

    


    1.
      Vesting of Units.  The Units have been credited to a
      bookkeeping account on behalf of Grantee.  The Units will vest and
      become non-forfeitable on the earliest to occur of the following (the “Vesting
      Date”):

     

    (a)
      as to
      the percentages of the Units specified on page 1 hereof, on the respective
      dates
      specified on page 1 hereof, or

     

    (b)
      upon
      Grantee’s termination of employment with the Company due to death or
      Disability, or

     

    (c)
      upon
      Grantee’s termination of employment within two years following a Change in
      Control by the Company without Cause or by Grantee for Good Reason.

    


    If
      Grantee’s  terminates  prior to the Vesting Date for any
      reason other than as described in (b) or (c) above, Grantee shall forfeit all
      right, title and interest in and to the Units as of the date of such termination
      and the Units will be reconveyed to the Company without further consideration
      or
      any act or action by Grantee.

    


    For
      purposes of this Agreement, “Good Reason” shall mean (i) a material diminution
      in
      Grantee’s base compensation; (ii) a material diminution in Grantee’s authority,
      duties, or responsibilities; (iii) a material change in the primary geographic
      location at which Grantee performs services for the Company; or (iv) any other
      action or inaction that constitutes a material breach by the Company of any
      employment agreement between the Company and Grantee.

    


    2.
      Settlement in Cash.  Any Units that vest in accordance with
      Section 1 above will entitle Grantee to receive a cash payment equal to the
      Fair
      Market Value, as of the Vesting Date, of one share of Stock for each vested
      Unit.  Such payment shall be made on or as soon as practicable
      following the Vesting Date, and no later than the 15th day of
      the third
      month after the month in which the Vesting Date occurs.

    


    3.
      Limitation of Rights.  The Units do not confer to Grantee or
      Grantee’s beneficiary any voting or any other rights of a stockholder of the
      Company.  Dividends or dividend equivalents will not be paid with
      respect to the Units. Nothing in this 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.

    


    4.
      Payment of Taxes.  Grantee will, no later than the date as of
      which any amount related to the Units first becomes includable in Grantee’s
      gross income for federal income tax purposes, pay to the Company, or make other
      arrangements satisfactory to the Committee regarding payment of, any federal,
      state and local taxes of any kind (including Grantee’s FICA obligation) required
      by law to be withheld with respect to such amount.  The obligations of
      the Company under this Agreement 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 due to Grantee.

    


    5.
      Amendment.  The Committee may amend, modify or terminate this
      Certificate without approval of Grantee; provided, however, that such amendment,
      modification or termination shall not, without Grantee’s consent, reduce or
      diminish the value of this award determined as if it had been fully vested
      (i.e., as if all restrictions on the Units hereunder had expired) on the date
      of
      such amendment or termination.

    


    6.
      Plan Controls.  The terms contained in the Plan are
      incorporated into and made a part of this Certificate and this 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 Certificate, the provisions of the Plan shall be
      controlling and determinative.

    


    7.
      Successors.  This Certificate shall be binding upon any
      successor of the Company, in accordance with the terms of this Certificate
      and
      the Plan.

    


    8.
      Severability.  If any one or more of the provisions contained
      in this Certificate is deemed to be invalid, illegal or unenforceable, the
      other
      provisions of this Certificate will be construed and enforced as if the invalid,
      illegal or unenforceable provision had never been included.

    


    9.
      Notice.  Notices and communications under this 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.