EXHIBIT 10.1 NJM EMPLOYMENT AGREEMENT AMENDMENT


    Exhibit
      10.1


    


    AMENDMENT
      TO EMPLOYMENT AGREEMENT

    


    Between
      Denny’s Corporation and Nelson J. Marchioli

    


    This
      Amendment to Employment Agreement (“Amendment”) is being entered on the
      10th day of November, 2006, between Denny’s Corporation, a Delaware
      corporation (“the Company”), together with its wholly-owned subsidiary, Denny’s
      Inc., a California corporation (“Denny’s) and Nelson J. Marchioli (the
“Executive”), residing at 2110 Cleveland Street Ext., Greenville, SC
      29607.

    


    WITNESSETH:

    


    WHEREAS,
      the Board of Directors (the “Board”) of the Company and the Executive entered
      into an employment agreement (the “Agreement”) on May 11, 2005, which was
      scheduled to end at Midnight on December 31, 2007; and

    


    WHEREAS,
      the Board and the Executive wish to amend the Agreement to reflect the new
      terms
      set forth herein.

    


    NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which is hereby acknowledged, the parties do hereby agree as
      follows:

    


    
      	1.  	
              The
                first sentence of Section 1 of the Agreement shall be modified to
                read as
                follows:

            


    

    


    Employment.
      The Executive shall be deemed an employee of Denny’s. His employment under the
      terms of this Agreement shall commence on the date of execution as evidenced
      above (the “Effective Date”), and shall continue until Noon on May 20, 2009,
      unless terminated earlier pursuant to Section 5 (such period of employment
      under
      this Agreement is hereinafter referred to as the “Employment
      Term”).

    


    
      	2.  	
              The
                following sentence shall be added to the end of Section 3
                (a):

            


    

    


    It
      is expressly agreed and understood
      that the Compensation and Incentives Committee (the “Compensation Committee”) of
      the Board shall have the right to 

    review
      the
      Executive’s Base Salary on an annual basis and to increase the Base Salary, if
      such an increase is deemed warranted based upon the performance of the
Executive
      during each such annual period being reviewed.

    


    3.
      Section 5(b)(ii) shall be modified to read as follows:

     

    In
      the
      event of a termination as a result of the Executive’s Permanent Disability,
for
      each
      year of the two year period that immediately follows the date of such


    termination
      of the Executive’s employment, (A) the Executive and/or his Family shall
      be
      entitled to receive and participate in the Welfare Benefits in addition to
      any
      continuation coverage which the Executive and/or his Family is entitled to
      elect
      under 4980B of the Code; and (B) the Executive shall be paid (x) one-half of
      the
      Base
      Salary in effect at such date of termination, payable in monthly installments,
      and (y) one-half of the Annual Bonus that would be payable under Section
      3(b) for such 

    period,
      payable as and when annual incentive bonuses with respect
      to such period are paid by the Company to other senior executives of the
Company.

    
4.
      Section 5(d) shall be added to the Agreement to read as follows:

     

    (d)Compliance
      with Code section 409A.
      Notwithstanding any other provision of this
      Agreement, in the case of any payment or benefit that is determined to be


    deferred
      compensation subject to Code section 409A, no payment required to be
made
      under this Agreement as a result of the Executive’s Termination of service
other
      than by death or Disability shall be made earlier than the date that is six
      months
      after such Termination, and (if required by the regulations or other
guidance
      issued under section 409A) any Welfare Benefits provided to the Executive
      will be paid for under COBRA (and eligible for reimbursement by the Company,
      on the first business day of the first month that commences following
the
      end
      of the six-month period following Termination).

     

    5.
      All
      provisions of the Agreement not hereby amended, are hereby ratified and
confirmed
      and shall continue in full force and effect.

    


    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Amendment the day and year first above
      written.

    


    


    
      	 	Denny's
              Corporation	 	 	Denny's
              Inc.
	 	 	 	 	 
	By:	/s/
              Vera King Farris	 	By:	/s/
              Rhonda J. Parish
	Name:	Vera
              King Farris	 	Name:	Rhonda
              J. Parish
	Title:	Chairman
              of the Compensation and	 	Title:	Executive
              Vice President, 
	 	Incentives
              Committee of the 	 	 	Chief
              Legal Officer,
	 	Board
              of Directors	 	 	and
              Secretary 
	 	 	 	 	 
	 	 	 	 	 
	 By:	/s/
              Nelson J. Marchioli	 	 	 
	 	Nelson
              J. Marchioli