ex10_2.htm


    Exhibit 10.2


    


    


    


    


    


    


    


    


    


    


    


    


    DENNY’S
CORPORATION

    AMENDED
AND RESTATED

    2004
OMNIBUS INCENTIVE PLAN

    


    


    


    


    


    


    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    DENNY’S
CORPORATION

    AMENDED
AND RESTATED

    2004
OMNIBUS INCENTIVE PLAN

    


    Table
of Contents

     

     

    
    

     

    
      	

              ARTICLE
      1  PURPOSE...............................................................................................................................................................................................................

            	

              1 

            
	 	 	 	 
	 	1.1	General.................................................................................................................................................................................................................	1
	 	 
	

              ARTICLE
      2  DEFINITIONS.......................................................................................................................................................................................................

            	1
	 	 	 	 
	 	2.1	Definitions...........................................................................................................................................................................................................	1
	 	 
	

              ARTICLE
      3  EFFECTIVE TERM OF
      PLAN.............................................................................................................................................................................

            	

              8

            
	 	 	 	 
	 	

              3.1 

            	

              Effective
      Date.....................................................................................................................................................................................................

            	

              8

            
	 	 	 	 
	 	

              3.2 

            	

              Term
      of
      Plan........................................................................................................................................................................................................

            	

              8

            
	 	 
	

              ARTICLE
      4  ADMINISTRATION............................................................................................................................................................................................

            	

              9

            
	 	 	 	 
	 	

              4.1

            	

              Committee............................................................................................................................................................................................................

            	9
	 	 	 	 
	 	

              4.2

            	

              Actions
      and Interpretations by the
      Committee.............................................................................................................................................

            	9
	 	 	 	 
	 	

              4.3

            	

              Authority
      of
      Committee....................................................................................................................................................................................

            	9
	 	 	 	 
	 	

              4.4

            	

              Award
      Certificates.............................................................................................................................................................................................

            	11
	 	 
	

              ARTICLE
      5  SHARES SUBJECT TO THE
      PLAN...................................................................................................................................................................

            	11
	 	 	 	 
	 	

              5.1

            	

              Number
      of
      Shares...............................................................................................................................................................................................

            	11
	 	 	 	 
	 	

              5.2

            	

              Share
      Counting...................................................................................................................................................................................................

            	11
	 	 	 	 
	 	

              5.3

            	

              Stock
      Distributed...............................................................................................................................................................................................

            	12
	 	 	 	 
	 	

              5.4

            	

              Limitation
      on
      Awards........................................................................................................................................................................................

            	12
	 	 
	

              ARTICLE
      6  ELIGIBILITY..........................................................................................................................................................................................................

            	12
	 	 	 	 
	 	

              6.1

            	

              General.................................................................................................................................................................................................................

            	12
	 	 
	

              ARTICLE
      7  STOCK
      OPTIONS................................................................................................................................................................................................

            	12
	 	 	 	 
	 	7.1	General.................................................................................................................................................................................................................	12
	 	 	 	 
	 	7.2	Incentive
      Stock
      Options...................................................................................................................................................................................	13
	 	 
	

              ARTICLE
      8  STOCK APPRECIATION
      RIGHTS....................................................................................................................................................................

            	15
	 	 	 	 
	 	8.1	Grant
      of Stock Appreciation
      Rights................................................................................................................................................................	15
	 	 
	

              ARTICLE
      9  PERFORMANCE
      AWARDS..............................................................................................................................................................................

            	15
	 	 	 	 
	 	

              9.1 

            	Grant
      of Performance
      Awards..........................................................................................................................................................................	15
	 	 	 	 
	 	9.2	Performance
      Goals.............................................................................................................................................................................................	16
	 	 	 	 
	 	9.3	Right
      to
      Payment................................................................................................................................................................................................	16
	 	 	 	 
	 	9.4	Other
      Terms........................................................................................................................................................................................................	16


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	

              ARTICLE
      10  RESTRICTED STOCK AND RESTRICTED STOCK UNIT
      AWARDS.....................................................................................................

            	17
	 	 	 	 
	 	

              10.1

            	

              Grant
      of Restricted Stock and Restricted Stock
      Units..................................................................................................................................

            	17
	 	 	 	 
	 	

              10.2

            	

              Issuance
      and
      Restrictions................................................................................................................................................................................

            	17
	 	 	 	 
	 	

              10.3

            	

              Forfeiture.............................................................................................................................................................................................................

            	17
	 	 	 	 
	 	

              10.4

            	

              Delivery
      of Restricted
      Stock.............................................................................................................................................................................

            	17
	 	 
	ARTICLE
      11  DEFERRED STOCK
      UNITS..............................................................................................................................................................................	18
	 	 	 	 
	 	

              11.1

            	

              Grant
      of Deferred Stock
      Units..........................................................................................................................................................................

            	18
	 	 
	

              ARTICLE
      12  DIVIDEND
      EQUIVALENTS.............................................................................................................................................................................

            	18
	 	 	 	 
	 	

              12.1

            	

              Grant
      of Dividend
      Equivalents.........................................................................................................................................................................

            	18
	 	 
	

              ARTICLE
      13  STOCK OR OTHER STOCK-BASED
      AWARDS..........................................................................................................................................

            	18
	 	 	 	 
	 	

              13.1

            	

              Grant
      of Stock or Other Stock-Based
      Awards...............................................................................................................................................

            	18
	 	 
	

              ARTICLE
      14  PROVISIONS APPLICABLE TO
      AWARDS..................................................................................................................................................

            	19
	 	 	 	 
	 	

              14.1 

            	Stand-Alone
      and Tandem
      Awards..................................................................................................................................................................	19
	 	 	 	 
	 	14.2	Term
      of
      Awards..................................................................................................................................................................................................	19
	 	 	 	 
	 	

              14.3

            	Form
      of Payment of
      Awards.............................................................................................................................................................................	19
	 	 	 	 
	 	

              14.4

            	Limits
      on
      Transfer..............................................................................................................................................................................................	19
	 	 	 	 
	 	

              14.5

            	Beneficiaries........................................................................................................................................................................................................	19
	 	 	 	 
	 	

              14.6

            	Stock
      Certificates...............................................................................................................................................................................................	20
	 	 	 	 
	 	

              14.7

            	Acceleration
      upon Death or Disability or
      Retirement..................................................................................................................................	20
	 	 	 	 
	 	

              

                14.8

              

            	Acceleration
      upon a Change in
      Control.........................................................................................................................................................	20
	 	 	 	 
	 	

              14.9

            	Acceleration
      for Any Other
      Reason...............................................................................................................................................................	21
	 	 	 	 
	 	

              14.10 

            	Effect
      of
      Acceleration........................................................................................................................................................................................	21
	 	 	 	 
	 	

              14.11

            	Qualified
      Performance-Based
      Awards............................................................................................................................................................	21
	 	 	 	 
	 	

              14.12 

            	Annual
      Incentive
      Awards................................................................................................................................................................................	23
	 	 	 	 
	 	14.13	Termination
      of
      Employment.............................................................................................................................................................................	24
	 	 	 	 
	 	

              14.15 

            	Forfeiture
      Events................................................................................................................................................................................................	25


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	ARTICLE
      15  CHANGES IN CAPITAL
      STRUCTURE..........................................................................................................................................................	25
	 	 	 	 
	 	

              15.1 

            	

              Mandatory
      Adjustments..................................................................................................................................................................................

            	25
	 	 	 	 
	 	15.2	

              Discretionary
      Adjustments..............................................................................................................................................................................

            	25
	 	 	 	 
	 	15.3	

              General.................................................................................................................................................................................................................

            	26
	 	 
	ARTICLE
      16  AMENDMENT, MODIFICATION AND
      TERMINATION.........................................................................................................................	26
	 	 	 	 
	 	16.1	

              Amendment,
      Modification and Termination..................................................................................................................................................

            	26
	 	 	 	 
	 	16.2	Awards
      Previously
      Granted.............................................................................................................................................................................	26
	 	 
	

              ARTICLE
      17  GENERAL
      PROVISIONS...................................................................................................................................................................................

            	27
	 	 	 	 
	 	17.1	No
      Rights to Awards; Non-Uniform
      Determinations...................................................................................................................................	27
	 	 	 	 
	 	17.2	No
      Stockholder
      Rights......................................................................................................................................................................................	27
	 	 	 	 
	 	17.3	Withholding........................................................................................................................................................................................................	27
	 	 	 	 
	 	17.4	No
      Right to Continued
      Service........................................................................................................................................................................	28
	 	 	 	 
	 	17.5	Unfunded
      Status of
      Awards............................................................................................................................................................................	28
	 	 	 	 
	 	17.6	Relationship
      to Other
      Benefits.........................................................................................................................................................................	28
	 	 	 	 
	 	17.7	Expenses..............................................................................................................................................................................................................	28
	 	 	 	 
	 	17.8	Titles
      and
      Headings...........................................................................................................................................................................................	28
	 	 	 	 
	 	17.9	Gender
      and
      Number...........................................................................................................................................................................................	28
	 	 	 	 
	 	17.10	Fractional
      Shares................................................................................................................................................................................................	28
	 	 	 	 
	 	17.11	Government
      and Other
      Regulations................................................................................................................................................................	28
	 	 	 	 
	 	17.12	Governing
      Law...................................................................................................................................................................................................	29
	 	 	 	 
	 	17.13	Additional
      Provisions.......................................................................................................................................................................................	29
	 	 	 	 
	 	17.14	No
      Limitations on Rights of
      Company...........................................................................................................................................................	29
	 	 	 	 
	 	17.15	Indemnification...................................................................................................................................................................................................	29
	 	 	 	 
	 	17.16	Special
      Provisions Related to Section 409A of the
      Code............................................................................................................................	30


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    DENNY’S
CORPORATION

    AMENDED
AND RESTATED

    2004
OMNIBUS INCENTIVE PLAN

    


    ARTICLE
1

    PURPOSE

    


    1.1.           GENERAL.  The
purpose of the Denny’s Corporation Amended and Restated 2004 Omnibus Incentive
Plan (the "Plan") is to promote the success, and enhance the value, of Denny’s
Corporation (the "Company"), by linking the personal interests of employees,
officers, directors and consultants of the Company or any Affiliate (as defined
below) to those of Company stockholders and by providing such persons with an
incentive for performance.  The Plan is further intended to provide
flexibility to the Company in its ability to motivate, attract, and retain the
services of employees, officers, directors and consultants upon whose judgment,
interest, and special effort the successful conduct of the Company's operation
is largely dependent.  Accordingly, the Plan permits the grant of
incentive awards from time to time to selected employees, officers, directors
and consultants of the Company and its Affiliates.

    


    ARTICLE
2

    DEFINITIONS

    


    2.1.           DEFINITIONS.  When
a word or phrase appears in this Plan with the initial letter capitalized, and
the word or phrase does not commence a sentence, the word or phrase shall
generally be given the meaning ascribed to it in this Section or in Section 1.1
unless a clearly different meaning is required by the context.  The
following words and phrases shall have the following meanings:

    


    (a)           “Affiliate”
means (i) any Subsidiary or Parent, or (ii) an entity that directly or through
one or more intermediaries controls, is controlled by or is  under
common control with, the Company, as determined by the Committee.

    


    (b)           "Award"
means any Option, Stock Appreciation Right, Restricted Stock Award, Restricted
Stock Unit Award, Deferred Stock Unit Award, Performance Award, Dividend
Equivalent Award, or Other Stock-Based Award, Performance-Based Cash Awards, or
any other right or interest relating to Stock or cash, granted to a Participant
under the Plan.

    


    (c)           “Award
Certificate” means a written document, in such form as the Committee prescribes
from time to time, setting forth the terms and conditions of an
Award.  Award Certificates may be in the form of individual award
agreements or certificates or a program document describing the terms and
provisions of an Awards or series of Awards under the Plan.  The
Committee may provide for the use of electronic, internet or other non-paper
Award Certificates, and the use of electronic, internet or other non-paper means
for the acceptance thereof and actions thereunder by a Participant.

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    (d)           "Board"
means the Board of Directors of the Company.

    


    (e)           “Cause”
as a reason for a Participant’s termination of employment shall have the meaning
assigned such term in the employment agreement, if any, between such Participant
and the Company or an Affiliate, provided, however that if there is no such
employment agreement in which such term is defined, and unless otherwise defined
in the applicable Award Certificate, “Cause” shall mean any of the following
acts by the Participant, as determined by the Board: gross neglect of duty,
prolonged absence from duty without the consent of the Company, intentionally
engaging in any activity that is in conflict with or adverse to the business or
other interests of the Company, willful misconduct, misfeasance or malfeasance
of duty which is reasonably determined to be detrimental to the Company,
conviction of, or plea of guilty or nolo contendere, to any crime involving the
personal enrichment of the Participant at the expense of the Company or
shareholders of the Company, or conviction of a felony.

    


    (f)           “Change
in Control” shall be deemed to have occurred as of the first day that any one or
more of the following conditions shall have been satisfied:

    


    (i)           any
Person is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the
1934 Act), directly or indirectly, of securities of the Company (not including
in the securities beneficially owned by such Person any securities acquired
directly from the Company or its Affiliates, other than in connection with the
acquisition by the Company or its Affiliates of a business) representing 30% or
more of either the then outstanding Shares of Stock or the combined voting power
of the Company’s then outstanding securities; or

    


    (ii)           The
following individuals cease for any reason to constitute at least two-thirds
(2/3) of the number of directors then serving on the
Board:  individuals who, on the Effective Date hereof, constitute the
Board  and any new director (other than a director whose initial
assumption of office is in connection with an actual or threatened election
contest, including but not limited to a consent solicitation, relating to the
election of directors of the Company (as such terms are used in Rule 14A-11 of
the 1934 Act) whose appointment or election by the Board or nomination of
election by the Company’s stockholders was approved by a vote of at least
two-thirds (2/3) of the Company’s directors then still in office who either were
directors on the Effective Date of the Plan, or whose appointment, election, or
nomination for election was previously approved); or

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (iii)           the
consummation of a merger or consolidation with any other entity, other than (i)
a merger or consolidation which would result in (A) the voting securities of the
Company then outstanding immediately prior to such merger or consolidation
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or any parent thereof), in
combination with the ownership of any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, greater than 65% of
the combined voting power of the voting securities of the Company or such
surviving entity or any parent thereof outstanding immediately after such merger
or consolidation, and (B) individuals described in Section 2.1(f)(ii) above
constitute more than one-half of the members of the board of directors of the
surviving entity or ultimate parent thereof; or (ii) a merger or consolidation
effected to implement a recapitalization of the Company (or similar transaction)
in which no Person is or becomes the beneficial owner, directly or indirectly,
of securities of the Company (not including in the securities beneficially owned
by such Person any securities acquired directly from the Company or its
Affiliates, other than in connection with the acquisition by the Company or its
Affiliates of a business) representing 30% or more of either the then
outstanding shares of the Company or the combined voting power of the Company’s
then outstanding securities; or

    


    (iv)           the
consummation of (i) a plan of complete liquidation or dissolution of the
Company; or (ii) an agreement for the sale or disposition by the Company of all
or substantially all of the Company’s assets, other than a sale or disposition
by the Company of all or substantially all of the Company’s assets to an entity,
greater than 65% of the combined voting power of the voting securities of which
are owned by Persons in substantially the same proportions as their ownership of
the Company immediately prior to such sale or disposition; or

    


    Notwithstanding
the foregoing, a Change in Control shall not be deemed to have occurred unless
the circumstances giving rise to such Change in Control qualify as a “change in
control event” under Code Section 409A and applicable regulations.

    


    Furthermore,
notwithstanding the foregoing, a Change in Control shall not be deemed to have
occurred if there is consummated any transaction or series of integrated
transactions immediately following which the record holders of the voting
securities of the Company immediately prior to such transaction or series of
transactions continue to have substantially the same proportionate ownership in
an entity which owns all or substantially all of the assets of the Company
immediately following such transaction or series of transactions.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Furthermore,
notwithstanding the foregoing, a Change in Control will not be deemed to have
occurred by reason of a distribution of the voting securities of any of the
Company's Subsidiaries to the stockholders of the Company, or by means of an
initial public offering of such securities.

    


    (g)           "Code"
means the Internal Revenue Code of 1986, as amended from time to time, and
includes a reference to the underlying final regulations.

    


    (h)           "Committee"
means the committee of the Board described in Article 4.

    


    (i)           "Company"
means Denny’s Corporation, a Delaware corporation or any successor
corporation.

    


    (j)           “Continuous
Status as a Participant” means the absence of any interruption or termination of
service as an employee, officer, consultant or director of the Company or any
Affiliate, as applicable; provided, however, that for purposes of an Incentive
Stock Option, or a Stock Appreciation Right issued in tandem with an Incentive
Stock Option, “Continuous Status as a Participant” means the absence of any
interruption or termination of service as an employee of the Company or any
Parent or Subsidiary, as applicable.  Continuous Status as a
Participant shall continue to the extent provided in a written severance or
employment agreement during any period for which severance compensation payments
are made to an employee, officer, consultant or director and shall not be
considered interrupted in the case of any leave of absence authorized in writing
by the Company prior to its commencement.

    


    (k)           "Covered
Employee" means a covered employee as defined in Code Section
162(m)(3).

    


    (l)           “Disability”
or “Disabled” shall mean any physical or mental condition which would qualify a
Participant for a disability benefit under the long-term disability plan
maintained by the Company and applicable to that particular Participant, and if
no such disability plan exists, then at the discretion of the Committee.
Notwithstanding the above, with respect to an Incentive Stock Option, Disability
shall mean Permanent and Total Disability as defined in Section 22(e)(3) of the
Code.

    


    (m)           "Deferred
Stock Unit" means a right granted to a Participant under Article
11.

    


    (n)           "Dividend
Equivalent" means a right granted to a Participant under Article
12.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (o)           "Effective
Date" has the meaning assigned such term in Section 3.1.

    


    (p)           “Eligible
Participant” means an employee, officer, consultant or director of the Company
or any Affiliate.

    


    (q)           “Exchange”
means the Nasdaq National Market or any national securities exchange on which
the Stock may from time to time be listed or traded.

    


    (r)           "Fair
Market Value", on any date, means (i) if the Stock is listed on a securities
exchange, the closing sales price on such exchange on such date or, in the
absence of reported sales on such date, the closing sales price on the
immediately preceding date on which sales were reported, or (ii) if the Stock is
not listed on a securities exchange, the closing sales price as quoted on the
OTC Bulletin Board for such trading date or, in the absence of quoted sales on
such date, the closing sales price on the immediately preceding date on which
sales were quoted, provided that if it is determined that the fair market value
is not properly reflected by such OTC Bulletin Board quotations, Fair Market
Value will be determined by such other method as the Committee determines in
good faith to be reasonable.

    


    (s)           “Full
Value Award” means
an Award other than in the form of an Option or SAR, and which is settled by the
issuance of Stock (or at the discretion of the Committee, settled in cash valued
by reference to Stock value).

    


    (t)           “Good
Reason” has the meaning assigned such term in the employment agreement, if any,
between a Participant and the Company or an Affiliate, provided, however that if
there is no such employment agreement in which such term is defined, and unless
otherwise defined in the applicable Award Certificate, “Good Reason” shall mean
any of the following acts by the Company or an Affiliate, without the consent of
the Participant: (i) the assignment to the Participant of duties materially
inconsistent with, or a material diminution in, the Participant’s authority,
duties or responsibilities, (ii) a material reduction by the Company or an
Affiliate in the Participant’s base salary or target annual bonus (other than an
overall reduction in salaries or target annual bonuses of 10% or less that
affects substantially all of the Company’s full-time employees), (iii) a
material change in the geographic location at which the Participant is required
to perform (it being agreed that a required relocation of more than 50 miles
shall be material), or (iv) the continuing material breach by the Company or an
Affiliate of any employment agreement between the Participant and the Company or
an Affiliate after the expiration of any applicable period for
cure.

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    A
termination by the Participant shall not constitute termination for Good Reason
unless the Participant shall first have delivered to the Company, not later than
90 days after the initial occurrence of an event deemed to give rise to a right
to terminate for Good Reason, written notice setting forth with specificity the
occurrence of such event, and there shall have passed a reasonable time (not
less than 30 days) within which the Company may take action to correct, rescind
or otherwise substantially reverse the occurrence supporting termination for
Good Reason as identified by the Participant.

    


    (u)           “Grant
Date” means the date an Award is made by the Committee.

    


    (v)           "Incentive
Stock Option" means an Option that is intended to be an incentive stock option
and meets the requirements of Section 422 of the Code or any successor provision
thereto.

    


    (w)           “Non-Employee
Director” means a director of the Company who is not a common law employee of
the Company or an Affiliate.

    


    (x)           "Nonstatutory
Stock Option" means an Option that is not an Incentive Stock
Option.

    


    (y)           "Option"
means a right granted to a Participant under Article 7 of the Plan to purchase
Stock at a specified price during specified time periods.  An Option
may be either an Incentive Stock Option or a Nonstatutory Stock
Option.

    


    (z)           "Other
Stock-Based Award" means a right, granted to a Participant under Article 13,
that relates to or is valued by reference to Stock or other Awards relating to
Stock.

    


    (aa)           "Parent"
means a corporation, limited liability company, partnership or other entity
which owns or beneficially owns a majority of the outstanding voting stock or
voting power of the Company. Notwithstanding the above, with respect to an
Incentive Stock Option, Parent shall have the meaning set forth in Section
424(e) of the Code.

    


    (bb)           "Participant"
means a person who, as an employee, officer, director or consultant of the
Company or any Affiliate, has been granted an Award under the Plan; provided
that in the case of the death of a Participant, the term “Participant” refers to
a beneficiary designated pursuant to Section 14.5 or the legal guardian or other
legal representative acting in a fiduciary capacity on behalf of the Participant
under applicable state law and court supervision.

    


    (cc)           “Performance
Award” means Performance Shares, Performance Units or Performance-Based Cash
Awards granted pursuant to Article 9.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (dd)           “Performance-Based
Cash Award” means a right granted to a Participant under Article 9 to a cash
award to be paid upon achievement of such performance goals as the Committee
establishes with regard to such Award.

    


    (ee)           “Performance
Share” means any right granted to a Participant under Article 9 to a unit to be
valued by reference to a designated number of Shares to be paid upon achievement
of such performance goals as the Committee establishes with regard to such
Performance Share.

    


    (ff)           “Performance
Unit” means a right granted to a Participant under Article 9 to a unit valued by
reference to a designated amount of cash or property other than Shares, to be
paid to the Participant upon achievement of such performance goals as the
Committee establishes with regard to such Performance Unit.

    


    (gg)           “Person”
means any individual, entity or group, within the meaning of Section 3(a)(9) of
the 1934 Act and as used in Section 13(d)(3) or 14(d)(2) of the 1934
Act.

    


    (hh)           "Plan"
means this Denny’s Corporation Amended and Restated 2004 Omnibus Incentive Plan,
as amended from time to time.

    


    (ii)           “Qualified
Performance-Based Award” means an Award that is either (i) intended to qualify
for the Section 162(m) Exemption and is made subject to performance goals based
on Qualified Business Criteria as set forth in Section 14.11, or (ii) an Option
or SAR having an exercise price equal to or greater than the Fair Market Value
of the underlying Stock as of the Grant Date.

    


    (jj)            “Qualified
Business Criteria” means one or more of the Business Criteria listed in Section
14.11(b) upon which performance goals for certain Qualified Performance-Based
Awards may be established by the Committee.

    


    (kk)           "Restricted
Stock Award" means Stock granted to a Participant under Article 10 that is
subject to certain restrictions and to risk of forfeiture.

    


    (ll)           “Restricted
Stock Unit Award” means the right granted to a Participant under Article 10 to
receive shares of Stock (or the equivalent value in cash or other property if
the Committee so provides) in the future, which right is subject to certain
restrictions and to risk of forfeiture.

    


    (mm)                      “Retirement”
means the voluntary termination of employment from the Company or an Affiliate
for any reason other than a leave of absence, death or Disability on or after
attainment of the age of fifty-five.

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (nn)           “Section
162(m) Exemption” means the exemption from the limitation on deductibility
imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C)
of the Code or any successor provision thereto.

    


    (oo)           “Shares”
means shares of the Company’s Stock.  If there has been an adjustment
or substitution pursuant to Section 15.1, the term “Shares” shall also include
any shares of stock or other securities that are substituted for Shares or into
which Shares are adjusted pursuant to Section 15.1.

    


    (pp)           "Stock"
means the $.01 par value common stock of the Company and such other securities
of the Company as may be substituted for Stock pursuant to Article
15.

    


    (qq)           "Stock
Appreciation Right" or "SAR" means a right granted to a Participant under
Article 8 to receive a payment equal to the difference between the Fair Market
Value of a Share as of the date of exercise of the SAR over the grant price of
the SAR, all as determined pursuant to Article 8.

    


    (rr)           "Subsidiary"
means any corporation, limited liability company, partnership or other entity of
which a majority of the outstanding voting stock or voting power is beneficially
owned directly or indirectly by the Company. Notwithstanding the above, with
respect to an Incentive Stock Option, Subsidiary shall have the meaning set
forth in Section 424(f) of the Code.

    


    (ss)           "1933
Act" means the Securities Act of 1933, as amended from time to
time.

    


    (tt)           "1934
Act" means the Securities Exchange Act of 1934, as amended from time to
time.

    


    ARTICLE
3

    EFFECTIVE
TERM OF PLAN

    


    3.1.           EFFECTIVE
DATE.  The Plan shall be effective as of the date it is
approved by both the Board and the stockholders of the Company (the “Effective
Date”).  The Plan was amended and restated by the Committee as of May
20, 2008.

    


    3.2.           TERMINATION OF
PLAN.  The Plan shall terminate on the tenth anniversary of the
Effective Date.  The termination of the Plan on such date shall not
affect the validity of any Award outstanding on the date of
termination.

    


    
      
        
        

      

      
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    ARTICLE
4

    ADMINISTRATION

    


    4.1.           COMMITTEE.  The
Plan shall be administered by a Committee appointed by the Board (which
Committee shall consist of at least two directors) or, at the discretion of the
Board from time to time, the Plan may be administered by the
Board.  It is intended that at least two of the directors appointed to
serve on the Committee shall be “non-employee directors” (within the meaning of
Rule 16b-3 promulgated under the 1934 Act) and “outside directors” (within the
meaning of Code Section 162(m)) and that any such members of the Committee who
do not so qualify shall abstain from participating in any decision to make or
administer Awards that are made to Eligible Participants who at the time of
consideration for such Award (i) are persons subject to the short-swing profit
rules of Section 16 of the 1934 Act, or (ii) are reasonably anticipated to
become Covered Employees during the term of the Award.  However, the
mere fact that a Committee member shall fail to qualify under either of the
foregoing requirements or shall fail to abstain from such action shall not
invalidate any Award made by the Committee which Award is otherwise validly made
under the Plan.  The members of the Committee shall be appointed by,
and may be changed at any time and from time to time in the discretion of, the
Board.  The Board may reserve to itself any or all of the authority
and responsibility of the Committee under the Plan or may act as administrator
of the Plan for any and all purposes.  To the extent the Board has
reserved any authority and responsibility or during any time that the Board is
acting as administrator of the Plan, it shall have all the powers of the
Committee hereunder, and any reference herein to the Committee (other than in
this Section 4.1) shall include the Board.  To the extent any action
of the Board under the Plan conflicts with actions taken by the Committee, the
actions of the Board shall control.

    


    4.2.           ACTION AND INTERPRETATIONS
BY THE COMMITTEE.  For purposes of administering the Plan, the
Committee may from time to time adopt rules, regulations, guidelines and
procedures for carrying out the provisions and purposes of the Plan and make
such other determinations, not inconsistent with the Plan, as the Committee may
deem appropriate.  The Committee’s interpretation of the Plan, any
Awards granted under the Plan, any Award Certificate and all decisions and
determinations by the Committee with respect to the Plan are final, binding, and
conclusive on all parties.  Each member of the Committee is entitled
to, in good faith, rely or act upon any report or other information furnished to
that member by any officer or other employee of the Company or any Affiliate,
the Company’s or an Affiliate’s independent certified public accountants,
Company counsel or any executive compensation consultant or other professional
retained by the Company to assist in the administration of the
Plan.

    


    4.3.           AUTHORITY OF
COMMITTEE.  Except as provided below, the Committee has the
exclusive power, authority and discretion to:

     

    
      (a)           Grant
Awards;

       

      
        
          
          

        

        
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      (b)           Designate
Participants;


    

    (c)           Determine
the type or types of Awards to be granted to each Participant;

    


    (d)           Determine
the number of Awards to be granted and the number of Shares or dollar amount to
which an Award will relate;

    


    (e)           Determine
the terms and conditions of any Award granted under the Plan, including but not
limited to, the exercise price, grant price, or purchase price, any restrictions
or limitations on the Award, any schedule for lapse of forfeiture restrictions
or restrictions on the exercisability of an Award, and accelerations or waivers
thereof, based in each case on such considerations as the Committee in its sole
discretion determines;

    


    (f)           Accelerate
the vesting, exercisability or lapse of restrictions of any outstanding Award,
in accordance with Article 14, based in each case on such considerations as the
Committee in its sole discretion determines;

    


    (g)           Determine
whether, to what extent, and under what circumstances an Award may be settled
in, or the exercise price of an Award may be paid in, cash, Stock, other Awards,
or other property, or an Award may be canceled, forfeited, or
surrendered;

    


    (h)           Prescribe
the form of each Award Certificate, which need not be identical for each
Participant;

    


    (i)           Decide
all other matters that must be determined in connection with an
Award;

    


    (j)           Establish,
adopt or revise any rules, regulations, guidelines or procedures as it may deem
necessary or advisable to administer the Plan;

    


    (k)           Make
all other decisions and determinations that may be required under the Plan or as
the Committee deems necessary or advisable to administer the Plan;

    


    (l)           Amend
the Plan or any Award Certificate as provided herein; and

    


    (m)           Adopt
such modifications, procedures, and subplans as may be necessary or desirable to
comply with provisions of the laws of non-U.S. jurisdictions in which the
Company or any Affiliate may operate, in order to assure the viability of the
benefits of Awards granted to participants located in such other jurisdictions
and to meet the objectives of the Plan.

    


    
      
        
        

      

      
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    Notwithstanding
the foregoing, grants of Awards to Non-Employee Directors hereunder shall be
made only in accordance with the terms, conditions and parameters of a plan,
program or policy for the compensation of Non-Employee Directors as in effect
from time to time, and the Committee may not make discretionary grants hereunder
to Non-Employee Directors.

    


    Notwithstanding the above, the Board
may expressly delegate to a special committee consisting of one or more officers
of the Company some or all of the Committee’s authority under subsections (a)
through (i) above, except that no delegation of its duties and responsibilities
may be made to officers of the Company with respect to Awards to Eligible
Participants who as of the Grant Date are persons subject to the short-swing
profit rules of Section 16 of the 1934 Act, or who as of the Grant Date are
reasonably anticipated to be become Covered Employees during the term of the
Award.  The acts of such delegates shall be treated hereunder as acts
of the Committee and such delegates shall report to the Committee regarding the
delegated duties and responsibilities.

    


    4.4.           AWARD
CERTIFICATES.  Each Award shall be evidenced by an Award
Certificate.  Each Award Certificate shall include such provisions,
not inconsistent with the Plan, as may be specified by the
Committee.

    


    ARTICLE
5

    SHARES
SUBJECT TO THE PLAN

    


    5.1.           NUMBER OF
SHARES.  Subject to adjustment as provided in Section 15.1, the
aggregate number of Shares reserved and available for issuance pursuant to
Awards granted under the Plan shall be 10,000,000, plus a number of additional
Shares (not to exceed 1,500,000) underlying awards outstanding as of the
Effective Date under the Company’s Omnibus Incentive Compensation Plan for
Executives, the Advantica Stock Option Plan, or the Advantica Restaurant Group
Director Stock Option Plan that thereafter terminate or expire unexercised, or
are cancelled, forfeited or lapse for any reason.

    


    5.2.           SHARE
COUNTING.

    


    (a)           To
the extent that an Award is canceled, terminates, expires, is forfeited or
lapses for any reason, any unissued or forfeited Shares subject to the Award
will again be available for issuance pursuant to Awards granted under the
Plan.

    


    (b)           Shares
subject to Awards settled in cash will again be available for issuance pursuant
to Awards granted under the Plan.

    


    (c)           If
the exercise price of an Option is satisfied by delivering Shares to the Company
(by either actual delivery or attestation), only the number of Shares issued in
excess of the Shares tendered (by delivery or attestation) shall be considered
for purposes of determining the number of Shares remaining available for
issuance pursuant to Awards granted under the Plan.

    


    
      
        
        

      

      
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    (d)           To
the extent that the full number of Shares subject to an Option or SAR is not
issued upon exercise of the Option or SAR for any reason (other than Shares used
to satisfy an applicable tax withholding obligation), only the number of Shares
issued and delivered upon exercise of the Option or SAR shall be considered for
purposes of determining the number of Shares remaining available for issuance
pursuant to Awards granted under the Plan.

    


    5.3.           STOCK
DISTRIBUTED.  Any Stock distributed pursuant to an Award may
consist, in whole or in part, of authorized and unissued Stock, treasury Stock
or Stock purchased on the open market.

    


    5.4.           LIMITATION ON
AWARDS.  Notwithstanding any provision in the Plan to the
contrary (but subject to adjustment as provided in Section 15.1), the maximum
number of Shares with respect to one or more Options and/or SARs that may be
granted during any one calendar year under the Plan to any one Participant shall
be 3,000,000. The maximum aggregate grant with respect to Awards of Restricted
Stock, Restricted Stock Units, Deferred Stock Units, Performance Shares or other
Stock-Based Awards granted in any one calendar year to any one Participant shall
be 3,000,000 Shares. The aggregate maximum fair market value (measured as of the
Grant Date) of any other Awards that may be granted to any one Participant (less
any consideration paid by the Participant for such Award) during any one
calendar year under the Plan shall be $4,500,000.

    


    ARTICLE
6

    ELIGIBILITY

    


    6.1.           GENERAL.  Awards
may be granted only to Eligible Participants; except that Incentive Stock
Options may be granted to only to Eligible Participants who are employees of the
Company or a Parent or Subsidiary as defined in Section 424(e) and (f) of the
Code.

    


    ARTICLE
7

    STOCK
OPTIONS

    


    7.1.           GENERAL.  The
Committee is authorized to grant Options to Participants on the following terms
and conditions:

    


    (a)           EXERCISE
PRICE.  The exercise price per Share under an Option shall be
determined by the Committee, provided that the exercise price of an Option shall
not be less than the Fair Market Value as of the Grant
Date.

    


    
      
        
        

      

      
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    (b)           TIME AND CONDITIONS OF
EXERCISE.  The Committee shall determine the time or times at
which an Option may be exercised in whole or in part, subject to Section
7.1(d).  The Committee shall also determine the performance or other
conditions, if any, that must be satisfied before all or part of an Option may
be exercised or vested.  The Committee may waive any exercise or
vesting provisions at any time in whole or in part based upon factors as the
Committee may determine in its sole discretion so that the Option becomes
exercisable or vested at an earlier date.  No Option shall provide for
any feature for the deferral of compensation other than the deferral of
recognition of income until the exercise or disposition of the
Option.

    


    (c)           PAYMENT.  The
Committee shall determine the methods by which the exercise price of an Option
may be paid, the form of payment, including, without limitation, cash, Shares,
or other property (including "cashless exercise" arrangements), and the methods
by which Shares shall be delivered or deemed to be delivered to
Participants.

    


    (d)           EXERCISE
TERM.  In no event may any Option be exercisable for more than
ten years from the Grant Date.

    


    (e)           PROHIBITION ON
REPRICING.  Except as otherwise provided in Section 15.1, the
exercise price of an Option may not be reduced, directly or indirectly by
cancellation and regrant or by exchange for cash or other Awards or otherwise,
without the prior approval of the shareholders of the Company

    


    7.2.           INCENTIVE STOCK
OPTIONS.  The terms of any Incentive Stock Options granted
under the Plan must comply with the following additional rules:

    


    (a)           EXERCISE
PRICE.  The exercise price of an Incentive Stock Option shall
not be less than the Fair Market Value as of the Grant Date.

    


    (b)           LAPSE OF
OPTION.  Subject to any earlier termination provision contained
in the Award Certificate, an Incentive Stock Option shall lapse upon the
earliest of the following circumstances; provided, however, that the Committee
may, prior to the lapse of the Incentive Stock Option under the circumstances
described in subsections (3), (4) or (5) below, provide in writing that the
Option will extend until a later date, but if an Option is so extended and is
exercised after the dates specified in subsections (3) and (4) below, it will
automatically become a Nonstatutory Stock Option:

    


    (1)           The
expiration date set forth in the Award Certificate.

    


    (2)           The
tenth anniversary of the Grant Date.

    


    
      
        
        

      

      
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    (3)           Three
months after termination of the Participant’s Continuous Status as a Participant
for any reason other than the Participant’s Disability or death.

    


    (4)           One
year after the Participant’s Continuous Status as a Participant by reason of the
Participant’s Disability.

    


    (5)           One
year after the termination of the Participant’s death if the Participant dies
while employed, or during the three-month period described in paragraph (3) or
during the one-year period described in paragraph (4) and before the Option
otherwise lapses.

    


    Unless
the exercisability of the Incentive Stock Option is accelerated as provided in
Article 14, if a Participant exercises an Option after termination of
employment, the Option may be exercised only with respect to the Shares that
were otherwise vested on the Participant's termination of
employment.  Upon the Participant's death, any exercisable Incentive
Stock Options may be exercised by the Participant's beneficiary, determined in
accordance with Section 14.5.

    


    (c)           INDIVIDUAL DOLLAR
LIMITATION.  The aggregate Fair Market Value (determined as of
the Grant Date) of all Shares with respect to which Incentive Stock Options are
first exercisable by a Participant in any calendar year may not exceed
$100,000.00.

    


    (d)           TEN PERCENT
OWNERS.  No Incentive Stock Option shall be granted to any
individual who, at the Grant Date, owns stock possessing more than ten percent
of the total combined voting power of all classes of stock of the Company or any
Parent or Subsidiary unless the exercise price per share of such Option is at
least 110% of the Fair Market Value per Share at the Grant Date and the Option
expires no later than five years after the Grant Date.

    


    (e)           EXPIRATION OF AUTHORITY TO
GRANT INCENTIVE STOCK OPTIONS.  No Incentive Stock Option may
be granted pursuant to the Plan after the day immediately prior to the tenth
anniversary of the date the Plan was adopted by the Board, or the termination of
the Plan, if earlier.

    


    (f)           RIGHT TO
EXERCISE.  During a Participant's lifetime, an Incentive Stock
Option may be exercised only by the Participant or, in the case of the
Participant's Disability, by the Participant's guardian or legal
representative.

    


    (g)           ELIGIBLE
GRANTEES.  The Committee may not grant an Incentive Stock
Option to a person who is not at the Grant Date an employee of the Company or a
Parent or Subsidiary.

    


    
      
        
        

      

      
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    ARTICLE
8

    STOCK
APPRECIATION RIGHTS

    


    8.1.           GRANT OF STOCK APPRECIATION
RIGHTS.  The Committee is authorized to grant Stock
Appreciation Rights to Participants on the following terms and
conditions:

    


    (a)           RIGHT TO
PAYMENT.  Upon the exercise of a Stock Appreciation Right, the
Participant to whom it is granted has the right to receive the excess, if any,
of:

    


    (1)             The
Fair Market Value of one Share on the date of exercise; over

    


    (2)             The
grant price of the Stock Appreciation Right as determined by the Committee,
which shall not be less than the Fair Market Value of one Share on the Grant
Date.

    


    (b)           OTHER
TERMS.  All awards of Stock Appreciation Rights shall be
evidenced by an Award Certificate.  The terms, methods of exercise,
methods of settlement, form of consideration payable in settlement, and any
other terms and conditions of any Stock Appreciation Right shall be determined
by the Committee at the time of the grant of the Award and shall be reflected in
the Award Certificate; provided, however, that in no event may any SAR be
exercisable for more than ten years from the Grant Date.

    


    (c)           PROHIBITION ON
REPRICING.  Except as otherwise provided in Section 15.1, the
base price of a SAR may not be reduced, directly or indirectly by cancellation
and regrant or by exchange for cash or other Awards or otherwise, without the
prior approval of the shareholders of the Company.

    


    ARTICLE
9

    PERFORMANCE
AWARDS

    


    9.1.           GRANT OF PERFORMANCE
AWARDS.  The Committee is authorized to grant Performance
Shares, Performance Units or Performance-Based Cash Awards to Participants on
such terms and conditions as may be selected by the Committee.  The
Committee shall have the complete discretion to determine the number of
Performance Awards granted to each Participant, subject to Section 5.4, and to
designate the provisions of such Performance Awards as provided in Section
4.3.  All Performance Awards shall be evidenced by an Award
Certificate or a written program established by the Committee, pursuant to which
Performance Awards are awarded under the Plan under uniform terms, conditions
and restrictions set forth in such written program.

    


    
      
        
        

      

      
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    9.2.           PERFORMANCE
GOALS.  The
Committee may establish performance goals for Performance Awards which may be
based on any criteria selected by the Committee.  Such performance
goals may be described in terms of Company-wide objectives or in terms of
objectives that relate to the performance of the Participant, an Affiliate or a
division, region, department or function within the Company or an
Affiliate.  If the Committee determines that a change in the business,
operations, corporate structure or capital structure of the Company or the
manner in which the Company or an Affiliate conducts its business, or other
events or circumstances render performance goals to be unsuitable, the Committee
may modify such performance goals in whole or in part, as the Committee deems
appropriate.  If a Participant is promoted, demoted or transferred to
a different business unit or function during a performance period, the Committee
may determine that the performance goals or performance period are no longer
appropriate and may (i) adjust, change or eliminate the performance goals or the
applicable performance period as it deems appropriate to make such goals and
period comparable to the initial goals and period, or (ii) make a cash payment
to the participant in amount determined by the Committee.  The
foregoing two sentences shall not apply with respect to a Performance Award that
is intended to be a Qualified Performance-Based Award.

    


    9.3.           RIGHT TO
PAYMENT.  The grant of a Performance Share to a Participant
will entitle the Participant to receive at a specified later time a specified
number of Shares, or the equivalent cash value, if the performance goals
established by the Committee are achieved and the other terms and conditions
thereof are satisfied.  The grant of a Performance Unit to a
Participant will entitle the Participant to receive at a specified later time a
specified dollar value in cash or other property, including Shares, variable
under conditions specified in the Award, if the performance goals in the Award
are achieved and the other terms and conditions thereof are
satisfied.  The Committee shall set performance goals and other terms
or conditions to payment of the Performance Awards in its discretion which,
depending on the extent to which they are met, will determine the number and
value of the Performance Awards that will be paid to the
Participant.

    


    9.4.           OTHER
TERMS.  Performance Awards may be payable in cash, Stock, or
other property, and have such other terms and conditions as determined by the
Committee and reflected in the Award Certificate.  For purposes of
determining the number of Shares to be used in payment of a Performance Award
denominated in cash but payable in whole or in part in Shares or Restricted
Stock, the number of Shares to be so paid will be determined by dividing the
cash value of the Award to be so paid by the Fair Market Value of a Share on the
date of determination by the Committee of the amount of the payment under the
Award, or, if the Committee so directs, the date immediately preceding the date
the Award is paid.

    


    
      
        
        

      

      
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    ARTICLE
10

    RESTRICTED
STOCK AND RESTRICTED STOCK UNIT AWARDS

    


    10.1.           GRANT OF RESTRICTED STOCK
AND RESTRICTED STOCK UNITS.  The Committee is authorized to
make Awards of Restricted Stock or Restricted Stock Units to Participants in
such amounts and subject to such terms and conditions as may be selected by the
Committee.  An Award of Restricted Stock or Restricted Stock Units
shall be evidenced by an Award Certificate setting forth the terms, conditions,
and restrictions applicable to the Award.

    


    10.2.           ISSUANCE AND
RESTRICTIONS.  Restricted Stock or Restricted Stock Units shall
be subject to such restrictions on transferability and other restrictions as the
Committee may impose (including, without limitation, limitations on the right to
vote Restricted Stock or the right to receive dividends on the Restricted
Stock).  These restrictions may lapse separately or in combination at
such times, under such circumstances, in such installments, upon the
satisfaction of performance goals or otherwise, as the Committee determines at
the time of the grant of the Award or thereafter.  Except as otherwise
provided in an Award Certificate, the Participant shall have all of the rights
of a stockholder with respect to the Restricted Stock, and the Participant shall
have none of the rights of a stockholder with respect to Restricted Stock Units
until such time as Shares of Stock are paid in settlement of the Restricted
Stock Units.

    


    10.3.           FORFEITURE.  Except
as otherwise determined by the Committee at the time of the grant of the Award
or thereafter, upon termination of Continuous Status as a Participant during the
applicable restriction period or upon failure to satisfy a performance goal
during the applicable restriction period, Restricted Stock or Restricted Stock
Units that are at that time subject to restrictions shall be forfeited;
provided, however, that the Committee may provide in any Award Certificate that
restrictions or forfeiture conditions relating to Restricted Stock or Restricted
Stock Units will be waived in whole or in part in the event of terminations
resulting from specified causes, and the Committee may in other cases waive in
whole or in part restrictions or forfeiture conditions relating to Restricted
Stock or Restricted Stock Units.

    


    10.4.           DELIVERY OF RESTRICTED
STOCK.  Shares of Restricted Stock shall be delivered to the
Participant at the time of grant either by book-entry registration or by
delivering to the Participant, or a custodian or escrow agent (including,
without limitation, the Company or one or more of its employees) designated by
the Committee, a stock certificate or certificates registered in the name of the
Participant.  If physical certificates representing shares of
Restricted Stock are registered in the name of the Participant, such
certificates must bear an appropriate legend referring to the terms, conditions,
and restrictions applicable to such Restricted Stock.

    


    
      
        
        

      

      
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    ARTICLE
11

    DEFERRED
STOCK UNITS

    


    11.1.           GRANT OF DEFERRED STOCK
UNITS.  The Committee is authorized to grant Deferred Stock
Units to Participants subject to such terms and conditions as may be selected by
the Committee.  Deferred Stock Units shall entitle the Participant to
receive Shares of Stock (or the equivalent value in cash or other property if so
determined by the Committee) at a future time as determined by the Committee, or
as determined by the Participant within guidelines established by the Committee
in the case of voluntary deferral elections.  An Award of Deferred
Stock Units shall be evidenced by an Award Certificate setting forth the terms
and conditions applicable to the Award.

    


    ARTICLE
12

    DIVIDEND
EQUIVALENTS

    


    12.1.           GRANT OF DIVIDEND
EQUIVALENTS.  The Committee is authorized to grant Dividend
Equivalents with respect to Full Value Awards granted hereunder, subject to such
terms and conditions as may be selected by the Committee.  Dividend
Equivalents shall entitle the Participant to receive payments equal to dividends
with respect to all or a portion of the number of Shares subject to an Award, as
determined by the Committee.  The Committee may provide that Dividend
Equivalents be paid or distributed when accrued or be deemed to have been
reinvested in additional Shares, or otherwise reinvested.  Unless
otherwise provided in the applicable Award Certificate, Dividend Equivalents
will be paid or distributed no later than the 15th day of
the 3rd month
following the later of (i) the calendar year in which the corresponding
dividends were paid to shareholders, or (ii) the first calendar year in which
the Participant’s right to such Dividends Equivalents is no longer subject to a
substantial risk of forfeiture.

    


    ARTICLE
13

    STOCK
OR OTHER STOCK-BASED AWARDS

    


    13.1.           GRANT OF STOCK OR OTHER
STOCK-BASED AWARDS.  The Committee is authorized, subject to
limitations under applicable law, to grant to Participants such other Awards
that are payable in, valued in whole or in part by reference to, or otherwise
based on or related to Shares, as deemed by the Committee to be consistent with
the purposes of the Plan, including without limitation Shares awarded purely as
a “bonus” and not subject to any restrictions or conditions, convertible or
exchangeable debt securities, other rights convertible or exchangeable into
Shares, and Awards valued by reference to book value of Shares or the value of
securities of or the performance of specified Parents or
Subsidiaries.  The Committee shall determine the terms and conditions
of such Awards.

    


    
      
        
        

      

      
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    ARTICLE
14

    PROVISIONS
APPLICABLE TO AWARDS

    


    14.1.           STAND-ALONE AND TANDEM
AWARDS.  Awards granted under the Plan may, in the discretion
of the Committee, be granted either alone or in addition to, in tandem with, any
other Award granted under the Plan.  Subject to Section 16.2, awards
granted in addition to or in tandem with other Awards may be granted either at
the same time as or at a different time from the grant of such other
Awards.

    


    14.2.           TERM OF
AWARD.  The term of each Award shall be for the period as
determined by the Committee, provided that in no event shall the term of any
Incentive Stock Option or a Stock Appreciation Right granted in tandem with the
Incentive Stock Option exceed a period of ten years from its Grant Date (or, if
Section 7.2(c) applies, five years from its Grant Date).

    


    14.3.           FORM OF PAYMENT FOR
AWARDS.  Subject to the terms of the Plan and any applicable
law or Award Certificate, payments or transfers to be made by the Company or an
Affiliate on the grant or exercise of an Award may be made in such form as the
Committee determines at or after the Grant Date, including without limitation,
cash, Stock, other Awards, or other property, or any combination, and may be
made in a single payment or transfer, in installments, or on a deferred basis,
in each case determined in accordance with rules adopted by, and at the
discretion of, the Committee.

    


    14.4.           LIMITS ON
TRANSFER.  No right or interest of a Participant in any
unexercised or restricted Award may be pledged, encumbered, or hypothecated to
or in favor of any party other than the Company or an Affiliate, or shall be
subject to any lien, obligation, or liability of such Participant to any other
party other than the Company or an Affiliate.  No unexercised or
restricted Award shall be assignable or transferable by a Participant other than
by will or the laws of descent and distribution or, except in the case of an
Incentive Stock Option, pursuant to a domestic relations order that would
satisfy Section 414(p)(1)(A) of the Code if such Section applied to an Award
under the Plan; provided, however, that the Committee may (but need not) permit
other transfers where the Committee concludes that such transferability (i) does
not result in accelerated taxation, (ii) does not cause any Option intended to
be an Incentive Stock Option to fail to be described in Code Section 422(b), and
(iii) is otherwise appropriate and desirable, taking into account any factors
deemed relevant, including without limitation, state or federal tax or
securities laws applicable to transferable Awards.

    


    14.5.           BENEFICIARIES.  Notwithstanding
Section 14.4, a Participant may, in the manner determined by the Committee,
designate a beneficiary to exercise the rights of the Participant and to receive
any distribution with respect to any Award upon the Participant's
death.  A beneficiary, legal guardian, legal representative, or other
person claiming any rights under the Plan is subject to all terms and conditions
of the Plan and any Award Certificate applicable to the Participant, except to
the extent the Plan and Award Certificate otherwise provide, and to any
additional restrictions deemed necessary or appropriate by the
Committee.  If no beneficiary has been designated or survives the
Participant, payment shall be made to the Participant's
estate.  Subject to the foregoing, a beneficiary designation may be
changed or revoked by a Participant at any time provided the change or
revocation is filed with the Committee.

    


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

       

    

    14.6.           STOCK
CERTIFICATES.  All Stock issuable under the Plan is subject to
any stop-transfer orders and other restrictions as the Committee deems necessary
or advisable to comply with federal or state securities laws, rules and
regulations and the rules of any national securities exchange or automated
quotation system on which the Stock is listed, quoted, or traded.  The
Committee may place legends on any Stock certificate or issue instructions to
the transfer agent to reference restrictions applicable to the
Stock.

    


    14.7.           ACCELERATION UPON DEATH OR
DISABILITY OR RETIREMENT.  Except as otherwise provided in the
Award Certificate, upon the Participant's death or Disability during his or her
Continuous Status as a Participant, or (with respect to Awards that are not
intended to be Qualified Performance-Based Awards under Section 14.12(b)) upon
the Participant’s Retirement, all of such Participant’s outstanding Options,
SARs, and other Awards in the nature of rights that may be exercised shall
become fully exercisable, all time-based vesting restrictions on the
Participant’s outstanding Awards shall lapse, and any performance-based criteria
shall be deemed to be satisfied at the greater of “target” or actual performance
as of the date of such termination and there shall be a prorata payout to the
Participant or his or her estate within sixty (60) days following the date of
termination (unless a later date is required by Section 17.16
hereof).  Any Awards shall thereafter continue or lapse in accordance
with the other provisions of the Plan and the Award Certificate.  To
the extent that this provision causes Incentive Stock Options to exceed the
dollar limitation set forth in Section 7.2(b), the excess Options shall be
deemed to be Nonstatutory Stock Options.

    


    14.8.           ACCELERATION UPON A CHANGE
IN CONTROL.  Except as otherwise provided in the Award
Certificate, if a Participant’s employment is terminated without Cause or the
Participant resigns for Good Reason within two years after the effective date of
a Change in Control, then (i) all of that Participant’s outstanding Options,
SARs and other Awards in the nature of rights that may be exercised shall become
fully exercisable and shall remain exercisable for a period of 60 months from
such date or until the earlier expiration of the award, and (ii) all time-based
vesting restrictions on his or her outstanding Awards shall
lapse.  Except as otherwise provided in the Award Certificate, upon
the occurrence of a Change in Control, the target payout opportunities
attainable under all outstanding performance-based Awards shall be deemed to
have been fully earned as of the effective date of the Change in Control and
there shall be pro rata payout to Participants within thirty (30) days following
the effective date of the Change in Control (unless a later date is required by
Section 17.16 hereof) based upon an assumed achievement of all relevant targeted
performance goals and upon the length of time within the performance period that
has elapsed prior to the Change in Control.

    


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

       

    

    14.9.           ACCELERATION FOR ANY OTHER
REASON.  Regardless of whether an event has occurred as
described in Section 14.7 or 14.8 above, and subject to Section 14.11 as to
Qualified Performance-Based Awards, the Committee may in its sole discretion at
any time determine that all or a portion of a Participant's Options, SARs, and
other Awards in the nature of rights that may be exercised shall become fully or
partially exercisable, that all or a part of the restrictions on all or a
portion of the outstanding Awards shall lapse, and/or that any performance-based
criteria with respect to any Awards shall be deemed to be wholly or partially
satisfied, in each case, as of such date as the Committee may, in its sole
discretion, declare.  The Committee may discriminate among
Participants and among Awards granted to a Participant in exercising its
discretion pursuant to this Section 14.9.

    


    14.10.           EFFECT OF
ACCELERATION.  If an Award is accelerated under Section 14.7,
14.8 or Section 14.9, the Committee may, in its sole discretion, provide (i)
that the Award will expire after a designated period of time after such
acceleration to the extent not then exercised, (ii) that the Award will be
settled in cash rather than Stock, (iii) that the Award will be assumed by
another party to a transaction giving rise to the acceleration or otherwise be
equitably converted or substituted in connection with such transaction, (iv)
that the Award may be settled by payment in cash or cash equivalents equal to
the excess of the Fair Market Value of the underlying Stock, as of a specified
date associated with the transaction, over the exercise price of the Award, or
(v) any combination of the foregoing.  The Committee's determination
need not be uniform and may be different for different Participants whether or
not such Participants are similarly situated.  To the extent that such
acceleration causes Incentive Stock Options to exceed the dollar limitation set
forth in Section 7.2(b), the excess Options shall be deemed to be Nonstatutory
Stock Options.

    


    14.11.           QUALIFIED PERFORMANCE-BASED
AWARDS.

    


    (a)           The
provisions of the Plan are intended to ensure that all Options and Stock
Appreciation Rights granted hereunder to any Covered Employee shall qualify for
the Section 162(m) Exemption; provided that the exercise or base price of such
Award is not less than the Fair Market Value of the Shares on the Grant
Date.

    


    (b)           When
granting any other Award, the Committee may designate such Award as a Qualified
Performance-Based Award, based upon a determination that the recipient is or may
be a Covered Employee with respect to such Award, and the Committee wishes such
Award to qualify for the Section 162(m) Exemption.  If an Award is so
designated, the Committee shall establish performance goals for such Award
within the time period prescribed by Section 162(m) of the Code based on one or
more of the following Qualified Business Criteria, which may be expressed in
terms of Company-wide objectives or in terms of objectives that relate to the
performance of an Affiliate or a division, region, department or function within
the Company or an Affiliate:

     

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    


    
      	
              ·  

            	
              Net
      earnings;

            


    

    
      	
              ·  

            	
              Earnings
      per share;

            


    

    
      	
              ·  

            	
              Net
      sales growth;

            


    

    
      	
              ·  

            	
              Net
      income (before or after taxes);

            


    

    
      	
              ·  

            	
              Net
      operating profit;

            


    

    
      	
              ·  

            	
              Return
      measures (including, but not limited to, return on assets, capital,
      equity, or sales, and cash flow return on assets, capital, equity, or
      sales);

            


    

    
      	
              ·  

            	
              Cash
      flow (including, but not limited to, operating cash flow and free cash
      flow);

            


    

    
      	
              ·  

            	
              Earnings
      before or after taxes, interest, depreciation and/or
      amortization;

            


    

    
      	
              ·  

            	
              Internal
      rate of return or increase in net present
value;

            


    

    
      	
              ·  

            	
              Dividend
      payments to parent;

            


    

    
      	
              ·  

            	
              Gross
      margins;

            


    

    
      	
              ·  

            	
              Gross
      margins minus expenses;

            


    

    
      	
              ·  

            	
              Operating
      margin;

            


    

    
      	
              ·  

            	
              Share
      price (including, but not limited to, growth measures and total
      shareholder return);

            


    

    
      	
              ·  

            	
              Expense
      targets;

            


    

    
      	
              ·  

            	
              Working
      capital targets relating to inventory and/or accounts
      receivable;

            


    

    
      	
              ·  

            	
              Planning
      accuracy (as measured by comparing planned results to actual
      results);

            


    

    
      	
              ·  

            	
              Comparisons
      to various stock market indices;

            


    

    
      	
              ·  

            	
              Comparisons
      to the performance of other
companies;

            


    

    
      	
              ·  

            	
              Same-store
      sales;

            


    

    
      	
              ·  

            	
              Customer
      counts;

            


    

    
      	
              ·  

            	
              Customer
      satisfaction; and

            


    

    
      	
              ·  

            	
              EVA®.

            


    

    


    For
purposes of this Plan, EVA means the positive or negative value determined by
net operating profits after taxes over a charge for capital, or any other
financial measure, as determined by the Committee in its sole discretion. (EVA
is a registered trademark of Stern Stewart & Co.).  In the event
that applicable tax and/or securities laws change to permit Board or Committee
discretion to alter the governing Qualified Business Criteria without obtaining
stockholder approval of such changes, the Board or Committee shall have sole
discretion to make such changes without obtaining stockholder
approval.

    


    (c)           Each
Qualified Performance-Based Award (other than a market-priced Option or SAR)
shall be earned, vested and payable (as applicable) only upon the achievement of
performance goals established by the Committee based upon one or more of the
Qualified Business Criteria, together with the satisfaction of any other
conditions, such as continued employment, as the Committee may determine to be
appropriate; provided, however, that the Committee may provide, either in
connection with the grant thereof or by amendment thereafter, that achievement
of such performance goals will be waived upon the death or Disability of the
Participant, or in connection with a Change in Control.  Performance
periods established by the Committee for any such Qualified Performance-Based
Award may be as short as three months and may be any longer period.

    


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

       

    

    (d)           The
Committee may provide in any Qualified Performance-Based Award that any
evaluation of performance may include or exclude any of the following events
that occurs during a performance period: (a) asset write-downs; (b) litigation
or claim judgments or settlements; (c) the effect of changes in tax laws,
accounting principles or other laws or provisions affecting reported results;
(d) accruals for reorganization and restructuring programs; (e) extraordinary
nonrecurring items as described in Accounting Principles Board Opinion No. 30
and/or in management's discussion and analysis of financial condition and
results of operations appearing in the Company's annual report to stockholders
for the applicable year; (f) acquisitions or divestitures; and (g) foreign
exchange gains and losses. To the extent such inclusions or exclusions affect
Awards to Covered Employees, they shall be prescribed in a form that meets the
requirements of Code Section 162(m) for deductibility.

    


    (e)           Any
payment of a Qualified Performance-Based Award granted with performance goals
pursuant to subsection (c) above shall be conditioned on the written
certification of the Committee in each case that the performance goals and any
other material conditions were satisfied.  Except as specifically
provided in subsection (c), no Qualified Performance-Based Award may be amended,
nor may the Committee exercise any discretionary authority it may otherwise have
under the Plan with respect to a Qualified Performance-Based Award under the
Plan, in any manner to waive the achievement of the applicable performance goal
based on Qualified Business Criteria or to increase the amount payable pursuant
thereto or the value thereof, or otherwise in a manner that would cause the
Qualified Performance-Based Award to cease to qualify for the Section 162(m)
Exemption.

    


    (f)           Section
5.4 sets forth the maximum number of Shares or dollar value that may be granted
in any one-year period to a Participant in designated forms of Qualified
Performance-Based Awards.

    


    14.12.           ANNUAL INCENTIVE
AWARDS.

    


    (a)           The
Committee may designate Company executive officers who are eligible to receive a
monetary payment in any calendar year based on a percentage of an incentive pool
equal to five percent (5%) of the company's consolidated operating earnings for
the calendar year. If so, the Committee shall allocate an incentive pool
percentage to each designated Participant for each calendar year. In no event
may the incentive pool percentage for any one Participant exceed thirty percent
(30%) of the total pool. Consolidated operating earnings shall mean the
consolidated earnings after income taxes of the Company, computed in accordance
with generally accepted accounting principles, but shall exclude the effects of
Extraordinary Items.  For purposes of this Section 14.12,
"Extraordinary Items" shall mean (i) extraordinary, unusual and/or nonrecurring
items of gain or loss, (ii) gains or losses on the disposition of a business,
(iii) changes in tax or accounting regulations or laws, or (iv) the effect of a
merger or acquisition, all of which must be identified in the audited financial
statements, including footnotes, or Management Discussion and Analysis section
of the Company's annual report.

    


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

       

    

    (b)           As
soon as possible after the determination of the incentive pool for a Plan year,
the Board shall calculate the Participant's allocated portion of the incentive
pool based upon the percentage established at the beginning of the calendar
year. The Participant's incentive award then shall be determined by
the Board based on the Participant's allocated portion of the incentive
pool subject to adjustment in the sole discretion of the Board. In no event may
the portion of the incentive pool allocated to a participant who is a Covered
Employee be increased in any way, including as a result of the reduction of any
other Participant's allocated portion.

    


    (c)           Unless
otherwise provided by the Committee at the time of grant, upon the occurrence of
a Change in Control, annual incentive awards granted under this Section 14.12
shall be paid out based on the consolidated operating earnings of the
immediately preceding year or such other method of payment as may be determined
by the Committee at the time of the Award or thereafter but prior to the Change
in Control.

    


    14.13.           TERMINATION OF
EMPLOYMENT.  Whether military, government or other service or
other leave of absence shall constitute a termination of employment shall be
determined in each case by the Committee at its discretion, and any
determination by the Committee shall be final and conclusive.  A
Participant’s Continuous Status as a Participant shall not be deemed to
terminate  (i) in a circumstance in which a Participant transfers from
the Company to an Affiliate, transfers from an Affiliate to the Company, or
transfers from one Affiliate to another Affiliate, or (ii) in the discretion of
the Committee as specified at or prior to such occurrence, in the case of a
spin-off, sale or disposition of the Participant’s employer from the Company or
any Affiliate.  To the extent that this provision causes Incentive
Stock Options to extend beyond three months from the date a Participant is
deemed to be an employee of the Company, a Parent or Subsidiary for purposes of
Sections 424(e) and 424(f) of the Code, the Options held by such Participant
shall be deemed to be Nonstatutory Stock Options.

    


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    


    14.15.           FORFEITURE
EVENTS.  The Committee may specify in an Award
Certificate that the Participant's rights, payments and benefits with
respect to an Award shall be subject to reduction, cancellation, forfeiture or
recoupment upon the occurrence of certain specified events, in addition to any
otherwise applicable vesting or performance conditions of an Award. Such events
shall include, but shall not be limited to, termination of employment for cause,
violation of material Company or Affiliate policies, breach of noncompetition,
confidentiality or other restrictive covenants that may apply to the
Participant, or other conduct by the Participant that is detrimental to the
business or reputation of the Company or any Affiliate.

    


    ARTICLE
15

    CHANGES
IN CAPITAL STRUCTURE

    


    15.1.           MANDATORY
ADJUSTMENTS.  In the event of a nonreciprocal transaction
between the Company and its stockholders that causes the per-share value of the
Stock to change (including, without limitation, any stock dividend, stock split,
spin-off, rights offering, or large nonrecurring cash dividend), the
authorization limits under Section 5.1 and 5.4 shall be adjusted
proportionately, and the Committee shall make such adjustments to the Plan and
Awards as it deems necessary, in its sole discretion, to prevent dilution or
enlargement of rights immediately resulting from such
transaction.  Action by the Committee may include: (i) adjustment of
the number and kind of shares that may be delivered under the Plan; (ii)
adjustment of the number and kind of shares subject to outstanding Awards; (iii)
adjustment of the exercise price of outstanding Awards or the measure to be used
to determine the amount of the benefit payable on an Award; and (iv) any other
adjustments that the Committee determines to be equitable.  Without
limiting the foregoing, in the event of a subdivision of the outstanding Stock
(stock-split), a declaration of a dividend payable in Shares, or a combination
or consolidation of the outstanding Stock into a lesser number of Shares, the
authorization limits under Section 5.1 and 5.4 shall automatically be adjusted
proportionately, and the Shares then subject to each Award shall automatically,
without the necessity for any additional action by the Committee, be adjusted
proportionately without any change in the aggregate purchase price
therefor.

    


    15.2           DISCRETIONARY
ADJUSTMENTS.  Upon the occurrence or in anticipation of any
corporate event or transaction involving the Company (including, without
limitation, any merger, reorganization, recapitalization, combination or
exchange of shares, or any transaction described in Section 15.1), the Committee
may, in its sole discretion, provide (i) that Awards will be settled in cash
rather than Stock, (ii) that Awards will become immediately vested and
exercisable and will expire after a designated period of time to the extent not
then exercised, (iii) that Awards will be assumed by another party to a
transaction or otherwise be equitably converted or substituted in connection
with such transaction, (iv) that outstanding Awards may be settled by payment in
cash or cash equivalents equal to the excess of the Fair Market Value of the
underlying Stock, as of a specified date associated with the transaction, over
the exercise price of the Award, (v) that performance targets and performance
periods for Performance Awards will be modified, consistent with Code Section
162(m) where applicable, or (vi) any combination of the
foregoing.  The Committee’s determination need not be uniform and may
be different for different Participants whether or not such Participants are
similarly situated.

    


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

       

    

    15.3           GENERAL.  Any
discretionary adjustments made pursuant to this Article 15 shall be subject to
the provisions of Section 16.2.  To the extent that any adjustments
made pursuant to this Article 15 cause Incentive Stock Options to cease to
qualify as Incentive Stock Options, such Options shall be deemed to be
Nonstatutory Stock Options.

    


    ARTICLE
16

    AMENDMENT,
MODIFICATION AND TERMINATION

    


    16.1.           AMENDMENT, MODIFICATION AND
TERMINATION.  The Board or the Committee may, at any time and
from time to time, amend, modify or terminate the Plan without stockholder
approval; provided, however, that if an amendment to the Plan would, in the
reasonable opinion of the Board or the Committee, either (i) materially increase
the benefits accruing to Participants, (ii) materially increase the number of
Shares available under the Plan, (iii) expand the types of awards under the
Plan, (iv) materially expand the class of participants eligible to participate
in the Plan, (v) materially extend the term of the Plan, or (vi) otherwise
constitute a material change requiring stockholder approval under applicable
laws, policies or regulations or the applicable listing or other requirements of
an Exchange, then such amendment shall be subject to stockholder approval; and
provided, further, that the Board or Committee may condition any other amendment
or modification on the approval of stockholders of the Company for any reason,
including by reason of such approval being necessary or deemed advisable to (i)
permit Awards made hereunder to be exempt from liability under Section 16(b) of
the 1934 Act, (ii) to comply with the listing or other requirements of an
Exchange, or (iii) to satisfy any other tax, securities or other applicable
laws, policies or regulations.

    


    16.2.           AWARDS PREVIOUSLY
GRANTED.  At any time and from time to time, the Committee may
amend, modify or terminate any outstanding Award without approval of the
Participant; provided, however:

    


    (a)           Subject
to the terms of the applicable Award Certificate, such amendment, modification
or termination shall not, without the Participant’s consent, reduce or diminish
the value of such Award determined as if the Award had been exercised, vested,
cashed in or otherwise settled on the date of such amendment or termination
(with the per-share value of an Option or Stock Appreciation Right for this
purpose being calculated as the excess, if any, of the Fair Market Value as of
the date of such amendment or termination over the exercise or base price of
such Award);

    


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

       

    

    (b)           The
original term of an Option may not be extended without the prior approval of the
stockholders of the Company;

    


    (c)           Except
as otherwise provided in Article 15, the exercise price of an Option may not be
reduced, directly or indirectly, without the prior approval of the stockholders
of the Company; and

    


    (d)           No
termination, amendment, or modification of the Plan shall adversely affect any
Award previously granted under the Plan, without the written consent of the
Participant affected thereby.  An outstanding Award shall not be
deemed to be “adversely affected” by a Plan amendment if such amendment would
not reduce or diminish the value of such Award determined as if the Award had
been exercised, vested, cashed in or otherwise settled on the date of such
amendment (with the per-share value of an Option or Stock Appreciation Right for
this purpose being calculated as the excess, if any, of the Fair Market Value as
of the date of such amendment over the exercise or base price of such
Award).

    


    ARTICLE
17

    GENERAL
PROVISIONS

    


    17.1.           NO RIGHTS TO AWARDS;
NON-UNIFORM DETERMINATIONS.  No Participant or any Eligible
Participant shall have any claim to be granted any Award under the
Plan.  Neither the Company, its Affiliates nor the Committee is
obligated to treat Participants or Eligible Participants uniformly, and
determinations made under the Plan may be made by the Committee selectively
among Eligible Participants who receive, or are eligible to receive, Awards
(whether or not such Eligible Participants are similarly situated).

    


    17.2.           NO STOCKHOLDER
RIGHTS.  No Award gives a Participant any of the rights of a
stockholder of the Company unless and until Shares are in fact issued to such
person in connection with such Award.

    


    17.3.           WITHHOLDING.  The
Company or any Affiliate shall have the authority and the right to deduct or
withhold, or require a Participant to remit to the Company, an amount sufficient
to satisfy federal, state, and local taxes (including the Participant’s FICA
obligation) required by law to be withheld with respect to any exercise, lapse
of restriction or other taxable event arising as a result of the
Plan.  With respect to withholding required upon any taxable event
under the Plan, the Committee may, at the time the Award is granted or
thereafter, require or permit that any such withholding requirement be
satisfied, in whole or in part, by withholding from the Award Shares having a
Fair Market Value on the date of withholding equal to the minimum amount (and
not any greater amount) required to be withheld for tax purposes, all in
accordance with such procedures as the Committee establishes.

    


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

       

    

    17.4.           NO RIGHT TO CONTINUED
SERVICE.  Nothing in the Plan, any Award Certificate or any
other document or statement made with respect to the Plan, shall interfere with
or limit in any way the right of the Company or any Affiliate to terminate any
Participant’s employment or status as an officer, director or consultant at any
time, nor confer upon any Participant any right to continue as an employee,
officer, director or consultant of the Company or any Affiliate, whether for the
duration of a Participant’s Award or otherwise.

    


    17.5.           UNFUNDED STATUS OF
AWARDS.  The Plan is intended to be an “unfunded” plan for
incentive and deferred compensation.  With respect to any payments not
yet made to a Participant pursuant to an Award, nothing contained in the Plan or
any Award Certificate shall give the Participant any rights that are greater
than those of a general creditor of the Company or any
Affiliate.  This Plan is not intended to be subject to
ERISA.

    


    17.6.           RELATIONSHIP TO OTHER
BENEFITS.  No payment under the Plan shall be taken into
account in determining any benefits under any pension, retirement, savings,
profit sharing, group insurance, welfare or benefit plan of the Company or any
Affiliate unless provided otherwise in such other plan.

    


    17.7.           EXPENSES.  The
expenses of administering the Plan shall be borne by the Company and its
Affiliates.

    


    17.8.           TITLES AND
HEADINGS.  The titles and headings of the Sections in the Plan
are for convenience of reference only, and in the event of any conflict, the
text of the Plan, rather than such titles or headings, shall
control.

    


    17.
9.           GENDER AND
NUMBER.  Except where otherwise indicated by the context, any
masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.

    


    17.10.           FRACTIONAL
SHARES.  No fractional Shares shall be issued and the Committee
shall determine, in its discretion, whether cash shall be given in lieu of
fractional Shares or whether such fractional Shares shall be eliminated by
rounding up or down.

    


    17.11.           GOVERNMENT AND OTHER
REGULATIONS.

    


    (a)           Notwithstanding
any other provision of the Plan, no Participant who acquires Shares pursuant to
the Plan may, during any period of time that such Participant is an affiliate of
the Company (within the meaning of the rules and regulations of the Securities
and Exchange Commission under the 1933 Act), sell such Shares, unless such offer
and sale is made (i) pursuant to an effective registration statement under the
1933 Act, which is current and includes the Shares to be sold, or (ii) pursuant
to an appropriate exemption from the registration requirement of the 1933 Act,
such as that set forth in Rule 144 promulgated under the 1933 Act.

    


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

       

    

    (b)           Notwithstanding
any other provision of the Plan, if at any time the Committee shall determine
that the registration, listing or qualification of the Shares covered by an
Award upon any Exchange or under any foreign, federal, state or local law or
practice, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the granting of
such Award or the purchase or receipt of Shares thereunder, no Shares may be
purchased, delivered or received pursuant to such Award unless and until such
registration, listing, qualification, consent or approval shall have been
effected or obtained free of any condition not acceptable to the
Committee.  Any Participant receiving or purchasing Shares pursuant to
an Award shall make such representations and agreements and furnish such
information as the Committee may request to assure compliance with the foregoing
or any other applicable legal requirements.  The Company shall not be
required to issue or deliver any certificate or certificates for Shares under
the Plan prior to the Committee’s determination that all related requirements
have been fulfilled.  The Company shall in no event be obligated to
register any securities pursuant to the 1933 Act or applicable state or foreign
law or to take any other action in order to cause the issuance and delivery of
such certificates to comply with any such law, regulation or
requirement.

    


    17.12.           GOVERNING LAW.  To the
extent not governed by federal law, the Plan and all Award Certificates shall be
construed in accordance with and governed by the laws of the State of
Delaware.

    


    17.13           ADDITIONAL
PROVISIONS.  Each Award Certificate may contain such other
terms and conditions as the Committee may determine; provided that such other
terms and conditions are not inconsistent with the provisions of the
Plan.

    


    17.14.           NO LIMITATIONS ON RIGHTS OF
COMPANY.  The grant of any Award shall not in any way affect
the right or power of the Company to make adjustments, reclassification or
changes in its capital or business structure or to merge, consolidate, dissolve,
liquidate, sell or transfer all or any part of its business or
assets.  The Plan shall not restrict the authority of the Company, for
proper corporate purposes, to grant or assume awards, other than under the Plan,
to or with respect to any person.  If the Committee so directs, the
Company may issue or transfer Shares to an Affiliate, for such lawful
consideration as the Committee may specify, upon the condition or understanding
that the Affiliate will transfer such Shares to a Participant in accordance with
the terms of an Award granted to such Participant and specified by the Committee
pursuant to the provisions of the Plan.

    


    17.15.           INDEMNIFICATION.  Each
person who is or shall have been a member of the Committee, or of the Board, or
an officer of the Company to whom authority was delegated in accordance with
Article 4 shall be indemnified and held harmless by the Company against and
from any loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by him or her in connection with or resulting from any
claim, action, suit, or proceeding to which he or she may be a party or in which
he or she may be involved by reason of any action taken or failure to act under
the Plan and against and from any and all amounts paid by him or her in
settlement thereof, with the Company's approval, or paid by him or her in
satisfaction of any judgment in any such action, suit, or proceeding against him
or her, provided he or she shall give the Company an opportunity, at its
own expense, to handle and defend the same before he or she undertakes to
handle and defend it on his or her own behalf, unless such loss, cost,
liability, or expense is a result of his or her own willful misconduct or except
as expressly provided by statute.  The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to
which such persons may be entitled under the Company's Articles of Incorporation
or Bylaws, as a matter of law, or otherwise, or any power that the Company may
have to indemnify them or hold them harmless.

    


    
      
        
        

      

      
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    17.16.           SPECIAL PROVISIONS RELATED
TO SECTION 409A OF THE CODE.

    


           
(a)           Notwithstanding
anything in the Plan or in any Award Certificate to the contrary, to the extent
that any amount or benefit that would constitute non-exempt “deferred
compensation” for purposes of Section 409A of the Code would otherwise be
payable or distributable under the Plan or any Award Certificate by reason of
the occurrence of a Change in Control, or the Participant’s Disability or
separation from service, such amount or benefit will not be payable or
distributable to the Participant by reason of such circumstance unless
(i) the circumstances giving rise to such Change in Control, Disability or
separation from service meet any description or definition of “change in control
event”, “disability” or “separation from service”, as the case may be, in
Section 409A of the Code and applicable regulations (without giving effect
to any elective provisions that may be available under such definition), or
(ii) the payment or distribution of such amount or benefit would be exempt
from the application of Section 409A of the Code by reason of the
short-term deferral exemption or otherwise.  This provision does not
prohibit the vesting of
any Award upon a Change in Control, Disability or separation from service,
however defined.  If this provision prevents the payment or
distribution of any amount or benefit, such payment or distribution shall be
made on the next earliest payment or distribution date or event specified in the
Award Certificate that is permissible under Section 409A.

    


           
(b)           If any one
or more Awards granted under the Plan to a Participant could qualify for any
separation pay exemption described in Treas. Reg. Section 1.409A-1(b)(9), but
such Awards in the aggregate exceed the dollar limit permitted for the
separation pay exemptions, the Company (acting through the Committee or the Head
of Human Resources) shall determine which Awards or portions thereof will be
subject to such exemptions.

    


    
      
        
        

      

      
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(c)           Notwithstanding
anything in the Plan or in any Award Certificate to the contrary, if any amount
or benefit that would constitute non-exempt “deferred compensation” for purposes
of Section 409A of the Code would otherwise be payable or distributable under
this Plan or any Award Certificate by reason of a Participant’s separation from
service during a period in which the Participant is a Specified Employee (as
defined below), then, subject to any permissible acceleration of payment by the
Committee under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations
order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of
employment taxes):

    


           
(i) if the payment or distribution is payable in a lump sum, the Participant’s
right to receive payment or distribution of such non-exempt deferred
compensation will be delayed until the earlier of the Participant’s death or the
first day of the seventh month following the Participant’s separation from
service; and

    


           
(ii) if the payment or distribution is payable over time, the amount of such
non-exempt deferred compensation that would otherwise be payable during the
six-month period immediately following the Participant’s separation from service
will be accumulated and the Participant’s right to receive payment or
distribution of such accumulated amount will be delayed until the earlier of the
Participant’s death or the first day of the seventh month following the
Participant’s separation from service, whereupon the accumulated amount will be
paid or distributed to the Participant and the normal payment or distribution
schedule for any remaining payments or distributions will resume.

    


    For
purposes of this Plan, the term “Specified Employee” has the meaning given such
term in Code Section 409A and the final regulations thereunder.

    


           
(d)           Eligible
Participants who are service providers to an Affiliate may be granted Options or
SARs under this Plan only if the Affiliate qualifies as an “eligible issuer of
service recipient stock” within the meaning of §1.409A-1(b)(5)(iii)(E) of the
final regulations under Code Section 409A.

    


    
      
        
        

      

      
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    The foregoing is hereby acknowledged as
being the Denny’s Corporation Amended and Restated 2004 Omnibus Incentive Plan
as originally adopted by the Compensation Committee of the Board on July 19,
2004 and approved by the Company’s stockholders on August 25, 2004, and as
adopted in amended and restated form by the Compensation Committee of the Board
on May 20, 2008.

    


    DENNY’S CORPORATION

    


    


    By:                                           

    


    Its:                                           

    
 

     

     

     

    
      
         

      

      
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