Exhibit 10.2


 


EMPLOYMENT AGREEMENT


 


This Employment Agreement (“Agreement”) is made effective as of November 1,
2008 by and between DineEquity, Inc. f/k/a IHOP Corp., a Delaware
corporation (the “Company”), and
Richard Celio (the “Executive”).


 


WHEREAS, the Company believes it
to be in its best interest to provide for continuity of management and to
provide protection for its valuable trade secrets and confidential information;
and


 


WHEREAS, the Company desires to
employ the Executive and the Executive is willing to render services to the
Company on the terms and conditions with respect to such employment hereinafter
set forth.


 


NOW, THEREFORE, in consideration
of premises and the mutual terms and conditions hereof, the Company and the
Executive hereby agree as follows:


 


1.             Employment.  The Company hereby employs the Executive and
the Executive hereby accepts employment with the Company upon the terms and
conditions hereinafter set forth.


 


2.             Exclusive
Services.  The Executive shall
devote all necessary working time, ability and attention to the business of the
Company during the term of this Agreement and shall not, directly or
indirectly, render any material services to any business, corporation, or
organization whether for compensation or otherwise, without the prior knowledge
and written consent of the Board of Directors of the Company (hereinafter
referred to as the “Board”).  During the
Employment Period, the Executive may  (A) serve
on corporate, civic or charitable boards or committees, (B) deliver lectures,
fulfill speaking engagements or teach at educational institutions and (C) manage
personal investments, so long as such activities do not significantly interfere
with the performance of the Executive’s responsibilities as an employee of the
Company in accordance with this Agreement and any service on public company
boards of directors is approved in advance by the Board. It is expressly
understood and agreed that to the extent that any such activities have been
conducted by the Executive prior to the effective date of this Agreement, the
continued conduct of such activities (or the conduct of activities similar in
nature and scope thereto) subsequent to the effective date of this Agreement
shall not thereafter be deemed to interfere with the performance of the
Executive’s responsibilities to the Company.


 


3.             Duties.  The Executive is hereby employed as the Chief
Restaurant Support Officer of the Company and shall render services at the
principal business offices of the Company, as such may be located from time to
time, unless otherwise agreed in writing between the Board and the
Executive.  The Executive shall have such
authority and shall perform such duties as are described in Exhibit A
attached hereto.


 


4.             Term.  This Agreement shall have an initial term of
three (3) years commencing as of November 1, 2008.  This Agreement will automatically renew at
the end of the initial term and at the end of each subsequent term, for a
subsequent term of one (1) year unless either party gives written notice
of non-renewal to the other at least ninety (90) days prior to the expiration
of 


 

















 


the then current term. 
Such notice may be given for any or no reason.   This Agreement is subject to earlier
termination as hereinafter provided.


 


5.             Compensation.  As compensation for services rendered under
this Agreement, the Executive shall be entitled to receive the following:


 


a.             Base
Salary.  The executive shall be
paid a base salary of at least $410,000 per year, payable in 24 equal
semi-monthly installments during the term of this Agreement, prorated for any
partial employment month.  Such base
salary (“Base Salary”) shall be reviewed by the
Compensation Committee of the Board (the “Compensation Committee”) no less
frequently than annually.  The Base
Salary may be increased by the Compensation Committee in its discretion,
subject to ratification by the Board. 
The Base Salary may not be decreased, except in the event of an across
the board salary reduction approved by the Board affecting employees of the
Company at the Chief Officer Level (as defined in Section 6(a), below).


 


b.             Additional
Compensation.  The Executive
shall be paid such additional compensation and bonuses as may be determined and
authorized in the discretion of the Compensation Committee, subject to ratification
by the Board.  The Executive’s target
bonus, to be payable under the Company’s annual incentive plan, shall be 75% of
the Executive’s Base Salary.


 


6.             Benefits.  In addition to the compensation to be paid to
the Executive pursuant to Section 5 hereof, the Executive shall further be
entitled to receive the following:


 


a.             Participation
in Employee Plans.  The Executive
shall be entitled to participate in any health, disability, group term life
insurance plan, any pension, retirement, or profit sharing plan, any executive
bonus plan, long term incentive plan, deferred compensation plan or any other
perquisites and fringe benefits that may be extended generally from time to
time to employees of the Company at the Chief Officer Level.  For purposes of this Agreement, employees of
the Company at the “Chief Officer Level”
shall mean the CEO, the Chief Financial Officer, the Chief Restaurant Support
Officer and such other employees of the Company as may from time to time be
designated as being at the Chief Officer Level by the Board.


 


b.             Vacation.  The Executive shall be entitled to vacation
as in accordance with the Company’s Vacation Policy for Restaurant Support
Center and Field Office Employees.


 


c.             Equity
Awards.  The Executive shall be
entitled to equity-based compensation awards that may be extended generally
from time to time to employees of the Company at the Chief Officer Level, as
approved by the Compensation Committee or the Board, subject to the terms and
conditions of the respective equity-based compensation plans and award
agreements and the provisions of this Agreement.


 


7.             Reimbursement
of Expenses.  Subject to such rules and
procedures as from time to time are specified by the Company, the Company shall
reimburse the Executive on a monthly 


 


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basis for reasonable business expenses incurred in the
performance of the Executive’s duties under this Agreement.


 


8.             Confidentiality/Trade
Secrets.  The Executive
acknowledges that the Executive’s position with the Company is one of the
highest trust and confidence both by reason of the Executive’s position and by
reason of the Executive’s access to and contact with the trade secrets and
confidential and proprietary business information of the Company.  Both during the term of this Agreement and
thereafter, the Executive covenants and agrees as follows:


 


a.             The Executive shall use best efforts and
exercise reasonable diligence to protect and safeguard the trade secrets and
confidential and proprietary information of the Company, including but not
limited to any non-public strategies, business plans, marketing and advertising
plans, the identity of its customers and suppliers, its arrangements with
customers and suppliers, and its technical and financial data, records,
compilations of information, processes, recipes and specifications relating to
its customers, suppliers, products and services;


 


b.             The Executive shall not disclose any of
such trade secrets and confidential and proprietary information, except as may
be required in the course of the Executive’s employment with the Company or by
law; and


 


c.             The Executive shall not use, directly or
indirectly, for the Executive’s own benefit or for the benefit of another, any
of such trade secrets and confidential and proprietary information.


 


All original and any copies of files, records, documents, emails,
drawings, specifications, memoranda, notes, or other documents relating to the
business of the Company, including printed, electronic or digital copies
thereof, whether prepared by the Executive or otherwise coming into the
Executive’s possession, shall be the exclusive property of the Company and
shall be delivered to the Company and not retained by the Executive upon
termination of the Executive’s employment for any reason whatsoever or at any
other time upon request of the Company’s General Counsel or the Board.


 


9.             Discoveries.  The Executive covenants and agrees to fully
inform the Company of and disclose to the Company all inventions, designs,
improvements, discoveries, and processes (“Discoveries”)
that the Executive has now or may hereafter have during the Executive’s
employment with the Company and that pertain or relate to the business of the
Company, including but not limited to the operation and franchising of
restaurants, or to any experimental work, products, services, or processes of
the Company in progress or planned for the future, whether conceived by the
Executive alone or with others, and whether or not conceived during regular
working hours or in conjunction with the use of any Company assets.  All such Discoveries shall be the exclusive
property of the Company whether or not patent or trademark applications are
filed thereon.  The Executive shall
assist the Company, at any time during or after the Executive’s employment, in
obtaining patents on all such Discoveries deemed patentable by the Company and
shall execute all documents and do all things necessary to obtain letters
patent, vest the Company with full and exclusive title thereto, and protect the
same against infringement by others, all at the expense of the Company.


 


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10.           Non-Competition.  The Executive covenants and agrees that
during the period of the Executive’s employment, the Executive shall not,
without the prior written consent of the CEO or the Board, directly or
indirectly, as an employee, employer, consultant, agent, principal, partner,
shareholder, corporate officer, director, or through any other kind of
ownership (other than ownership of securities of publicly held corporations of
which the Executive owns less than five percent 5% of any class of outstanding
securities) or in any other representative or individual capacity, engage in or
render any services to any business in North America engaged in the casual
dining restaurant industry, the family dining restaurant industry, or in any
other segment of the restaurant industry in which the Company or any subsidiary
of the Company may become involved after the date hereof and prior to the date
of termination of the Executive’s employment. 
For purposes of this Agreement “casual dining restaurant industry”
consists of “sit down table service” restaurants serving alcoholic beverages,
with a per guest average guest check within the United States of under $20.00
(adjusted upward each year to recognize Company menu price increases). For
purposes of this Agreement “family dining restaurant industry” consists of “sit
down table service” restaurants, with a per guest average guest check within
the United States of under $15.00 (adjusted upward each year to recognize
Company menu price increases).


 


11.           Nonsolicitation.  The Executive agrees that during the period
of the Executive’s employment, and for a period of 24 months following the
effective date of the termination of the Executive’s employment for any reason
prior to a Change in Control and 24 months following the effective date of the
termination after a Change in Control, the Executive will not, either directly
or indirectly, for the Executive or for any third party, except as otherwise
agreed to in writing by the then CEO, solicit, induce, recruit, or cause any
other person who is then employed by the Company to terminate his/her
employment for the purpose of joining, associating, or becoming employed with
any business or activity that is engaged in the casual dining restaurant
industry, the family dining restaurant industry or any other segment of the
restaurant industry in which the Company may become involved after the date
hereof and prior to the date of any termination of employment.


 


12.           Remedies
for Breach of Covenants of the Executive.


 


a.             The Company and the
Executive specifically acknowledge and agree that the foregoing covenants of
the Executive in Sections 8, 9, 10 and 11 are reasonable in content and scope
and are given by the Executive for adequate consideration.  The Company and the Executive further
acknowledge and agree that, if any court of competent jurisdiction or other
appropriate authority shall disagree with the parties’ foregoing agreement as
to reasonableness, then such court or other authority shall reform or otherwise
the foregoing covenants as reason dictates.


 


b.             The covenants set
forth in Sections 8, 9, and 11 of this Agreement, as provided in Section 13
or 14, shall continue to be binding upon the Executive, notwithstanding the
termination of the Executive’s employment with the Company for any reason
whatsoever.  Such covenants shall be
deemed and construed as separate agreements independent of any other provisions
of this Agreement and any other agreement between the Company and the
Executive.  The existence of any claim or
cause of action by the Executive against the Company, unless predicated on this
Agreement, 


 


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shall not
constitute a defense to the enforcement by the Company of any or all such
covenants.  It is expressly agreed that
the remedy at law for the breach of any such covenant is inadequate and
injunctive relief and specific performance shall be available to prevent the
breach or any threatened breach thereof.


 


c.             If the Executive
breaches any of the covenants set forth in Sections 8, 9, 10 and 11 of this
Agreement, the Executive shall reimburse the Company for (i) any
equity-based compensation received by the Executive from the Company during the
twelve (12) month period preceding the breach, and (ii) any profits
realized from the sale of securities of the Company during such twelve (12)
month period.


 


13.           Termination.  This Agreement (other than Sections 8, 9, and
11, as provided in Section 13 or 14, which shall survive any termination
hereof for any reason, including the expiration hereof due to non-renewal (an “Expiration”))
may be terminated as follows:


 


a.             The
Company may terminate this Agreement and the Executive’s employment hereunder
at any time, with or without Cause, upon written notice to the Executive.  The Executive may terminate this Agreement
and the Executive’s employment hereunder, at any time, with or without Good
Reason.


 


b.             In the
event of termination by the Company without Cause or by the Executive for Good
Reason, (i) the effective date thereof shall be stated in a written notice
to the Executive from the Board, which shall not be earlier than 30 days from
the date such written notice is delivered to the Executive, (ii) the
Executive shall be entitled to receive all Severance Payments under Section 13(f),
(iii) any unvested stock options, stock appreciation rights, and any other
equity-based awards subject to service or time vesting conditions held by the
Executive that would have vested during the twelve (12) month period following
the Executive’s termination will vest as of the day immediately preceding the
effective date of termination, (iv) any unvested equity-based awards
subject to any performance-based vesting conditions held by the Executive will
vest on a pro rata basis, based on the
number of days of the Executive’s employment during the applicable performance
period, as of the day immediately preceding the effective date of termination
and shall be paid based on actual performance during the applicable performance
period through the date of the Executive’s termination of employment, and (v) any
stock options or stock appreciation rights held by the Executive shall remain
exercisable until the earlier of 24 months after the date of termination or
their original expiration date.


 


c.             In the
event of termination by the Company with Cause, the Executive shall be entitled
to receive only the Executive’s salary through such date of termination, the
reimbursement of properly documented reasonable business expenses incurred
through such date of termination, and any bonus amounts as may be payable
pursuant to the terms of any written plans in which the Executive was a
participant immediately prior to the effective date of the termination.  The Executive shall also be entitled to
exercise the Executive’s rights under COBRA at the Executive’s expense.


 


d.             The following shall
constitute “Cause”:


 


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(i)            The willful failure by
the Executive to substantially perform the Executive’s duties with the Company
(other than any such failure resulting from the Executive’s incapacity due to
physical or mental illness), after a written demand for substantial performance
is delivered to the Executive by the Board, which demand specifically
identifies the manner in which the Board believes that the Executive has not
substantially performed the Executive’s duties; or


 


(ii)           The Executive’s willful
misconduct that is demonstrably and materially injurious to the Company,
monetarily or otherwise; or


 


(iii)          The Executive’s
commission of such acts of dishonesty, fraud, misrepresentation or other acts
of moral turpitude as would prevent the effective performance of the Executive’s
duties; or


 


(iv)          The Executive’s conviction or plea
of no contest to a felony or a crime of moral turpitude.


 


For purposes of this subsection d., no act, or failure to act, on the
Executive’s part shall be deemed “willful” unless done, or omitted to be done,
by the Executive not in good faith and without the reasonable belief that the
Executive’s action or omission was in the best interest of the Company.  Notwithstanding the foregoing, the Executive
shall not be deemed to have been terminated for Cause unless and until there
shall have been delivered to the Executive a copy of a resolution duly adopted
by the affirmative vote of a majority of the non-employee members of the Board
at a meeting of such members (after reasonable notice to the Executive and an
opportunity for the Executive, together with the Executive’s counsel, to be
heard before such members of the Board), finding that the Executive has engaged
in the conduct set forth above in this subsection d. and specifying the
particulars thereof in detail.


 


e.             The
Executive shall have “Good Reason” to effect a termination in the event that
the Company (i) breaches its obligations to pay any salary, benefit or
bonus due hereunder, or (ii) requires the Executive to relocate more than
50 miles from the Company’s headquarters [or other current location if not now
located at headquarters], (iii) assigns to the Executive any duties
inconsistent with the Executive’s position with the Company or significantly
and adversely alters the nature or status of the Executive’s responsibilities
or the conditions of the Executive’s employment, or (iv) reduces the
Executive’s base salary and/or bonus opportunity, except for across-the-board
reductions similarly affecting all management personnel of the Company and all
management personnel of any corporation or other entity which is in control of
the Company; and in the event of any of (i), (ii), (iii) or (iv), the
Executive has given written notice to the Board as to the details of the basis
for such Good Reason within thirty (30) days following the date on which the
Executive alleges the event giving rise to such Good Reason occurred, the
Company has failed to provide a reasonable cure within thirty (30) days after
its receipt of such notice and the effective date of the termination for Good
Reason occurs within 180 days after the initial existence of the facts or
circumstances 


 


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constituting Good Reason.  In the event of a termination by the
Executive with Good Reason, the Executive will be entitled to all Severance
Payments under Section 13(f).


 


f.              The “Severance
Payments” consist of the following and, subject to subsection h. of Section 20,
shall be paid as follows:  (i) an
amount paid on the tenth business day following the effective date of such
termination in one lump sum equal to one (1) times the sum of (A) the
Executive’s annual Base Salary, at the then current effective annual rate, plus
(B) the average of the Executive’s actual bonus attributable to each of the
preceding three (3) fiscal years; (ii) the reimbursement of properly
documented reasonable business expenses incurred through the date of
termination which shall be paid on the tenth business day following the
effective date of such termination; and (iii) the payment by the Company
of premiums on behalf of the Executive, for coverage substantially similar to
that provided under the Company’s health, disability and group term life
insurance plans, at the same cost to the Executive as was effective immediately
prior to termination, and for so long as the Executive elects to continue such
coverage up to a 12 month period.  To the
extent that substantially similar health and welfare benefits become available
to the Executive from a subsequent employer, the Company will set off against
the benefits payable hereunder any benefits received by the Executive from any
other source.  The Executive agrees to
notify the Company within 30 days after substantially similar health and
welfare benefits become available to her from a subsequent employer.


 


g.             In the
event of any termination of the Executive other than by the Executive for Good
Reason or by the Company without Cause, participation by the Executive in all
compensation and benefit plans of the Company will cease upon the effective
termination date and all unvested bonuses, equity awards and other like items
will immediately lapse.  In the event of
any termination of the Executive, all amounts owed by the Executive to the Company
for any reasons whatsoever will become immediately due and payable and the
Company will transfer to the Executive any term life insurance policy
maintained by the Company for the Executive’s benefit.


 


14.           Termination
After Change in Control.  If
within 24 months following a Change in Control, as defined below, the
employment of the Executive is terminated by the Company without Cause or by
the Executive for Good Reason then the provisions of Section 13 shall not
apply and the following shall occur:


 


a.             Subject to subsection
h. of Section 20, on the tenth business day following the effective date
of such termination, the Executive shall receive the following: (i) a lump
sum payment equal to two (2) times the sum of (A) the Executive’s
Base Salary in effect immediately prior to the change in control, plus (B) the
average of the Executive’s actual bonus attributable to each of the preceding
three (3) fiscal years; and (ii) an amount paid in one lump sum equal
to the Executive’s prorated bonus for the then current fiscal year based on
actual performance prior to the date of termination.


 


b.             The Company shall pay
premiums on behalf of the Executive, for coverage substantially similar to that
provided under the Company’s health, disability and group term life insurance
plans, at the same cost to the Executive as was effective immediately prior to
termination, and for so long as the Executive elects to continue such coverage
up to a 24 


 


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month period. 
To the extent that substantially similar health and welfare benefits
become available to the Executive from a subsequent employer, the Company will
set off against the benefits payable hereunder any benefits received by the
Executive from any other source.


 


c.             Any
unvested stock options, stock appreciation rights, and other equity-based
awards held by the Executive will vest as of the day immediately preceding the
effective date of termination, all unvested Restricted Share awards held by the
Executive will vest as of the day immediately preceding the effective date of
termination and all restrictions will immediately be removed and deemed to have
been satisfied, and any stock options or stock appreciation rights held by the
Executive shall remain exercisable until the earlier of 24 months after the
date of termination or their original expiration date.


 


d.             The
Executive shall be bound by the nonsolicitation provisions of Section 11,
which shall remain in full force and effect for a period of 24  months following the effective date of Executive’s
termination.


 


15.           Definition of Change
in Control.  A “Change in Control” shall be deemed to have occurred if:


 


a.             any “person,” as such term is used in
Sections 13(d) and 14(d) of the “Exchange Act (other than the
Company; any trustee or other fiduciary holding securities under an employee
benefit plan of the Company; or any company owned, directly or indirectly, by
the stockholders of the Company in substantially the same proportions as their
ownership of Stock of the Company) is or becomes after the Effective Date the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange 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) representing 40% or more of the combined voting
power of the Company’s then outstanding securities; or


 


b.             during any period of two consecutive years
(not including any period prior to the Effective Date), individuals who at the
beginning of such period constitute the Board, and any new director (other than
a director designated by a person who has entered into an agreement with the
Company to effect a transaction described in subsections a., c. or d. of this Section 15
whose election by the Board or nomination for election by the Company’s
stockholders was approved by a vote of at least two-thirds ( 2/3) of the
directors then still in office who either were directors at the beginning of
the period or whose election or nomination for election was previously so
approved, cease for any reason to constitute at least a majority thereof; or


 


c.             the consummation of a merger or consolidation
of the Company with any other corporation, other than (A) a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity), in combination with the ownership of any trustee or other
fiduciary holding securities under an employee benefit plan of the Company, at
least 75% of the combined voting power of the voting securities of the Company
or such surviving entity outstanding immediately after such merger or 


 


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consolidation or (B) a merger or
consolidation effected to implement a recapitalization of the Company (or
similar transaction) in which no person acquires more than 50% of the combined
voting power of the Company’s then outstanding securities; or


 


d.             the stockholders of the Company approve a
plan of complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company’s assets;


 


provided, that with respect to any non-qualified deferred compensation
that becomes payable on account of the Change in Control, the transaction or
event described in subsection a., b., c. or d. also constitutes a “change in
control event,” as defined in Treasury Regulation §1.409A-3(i)(5) if
required in order for the payment not to violate Section 409A of the
Code..


 


16.           Parachute Payment Matters.


 


Notwithstanding any other
provision of this Agreement, if by reason of Section 280G of the Code any
payment or benefit received or to be received by the Executive in connection
with a Change in Control or the termination of the Executive’s employment
(whether payable pursuant to the terms of this Agreement (“Contract Payments”)
or any other plan, arrangements or agreement with the Company or an Affiliate (as
defined below) (collectively with the Contract Payments, “Total Payments”))
would not be deductible (in whole or part) by the Company, an Affiliate or
other person making such payment or providing such benefit, then the Contract
Payments shall be reduced and, if Contract Payments are reduced to zero, other
Total Payments shall be reduced until no portion of the Total Payments is not
deductible by reason of Section 280G of the Code, provided,
however, that no such reduction shall be made unless the net after-tax benefit
received by the Executive after such reduction would exceed the net after-tax
benefit received by the Executive if no such reduction was made.  The foregoing determination and all
determinations under this Section 16 shall be made by the Accountants (as
defined below).  For purposes of this
section, “net after-tax benefit” shall mean (i) the Total Payments that
would constitute “parachute payments” within the meaning of Section 280G
of the Code, less (ii) the amount of all federal, state and local income
taxes payable with respect to such payments calculated at the maximum marginal
income tax rate for each year in which the foregoing shall be paid to the
Executive (based on the rate in effect for such year as set forth in the Code
as in effect at the time of the first payment of the foregoing), less (iii) the
amount of excise taxes imposed with respect to the payments and benefits
described in (i) above by Section 4999 of the Code.  For purposes of the foregoing determinations,
(a) no portion of the Total Payments the receipt or enjoyment of which the
Executive shall have effectively waived in writing prior to the date of payment
of any Contract Payment shall be taken into account; (b) no portion of the
Total Payments shall be taken into account which in the opinion of the
Accountants does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of
the Code (without regard to subsection (A)(ii) thereof); (c) the
Contract Payments (and, thereafter, other Total Payments) shall be reduced only
to the extent necessary so that the Total Payments in their entirety constitute
reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of
the Code, in the opinion of the Accountants; 
and (d) the value of any non-cash benefit or any deferred payment
or benefit included in the Total Payments shall be determined by the
Accountants in accordance with the principles of Sections 280G(d)(3) and (4) of
the Code.  For purposes of this Section 16,
the term 


 


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“Affiliate” means the Company’s successors,
any Person whose actions result in a Change in Control or any company
affiliated (or which, as a result of the completion of the transactions causing
a Change in Control shall become affiliated) with the Company within the
meaning of Section 1504 of the Code and “Accountants” shall mean
the Company’s independent certified public accountants serving immediately
prior to the Change in Control, unless the Accountants are also serving as
accountant or auditor for the individual, entity or group effecting the Change
in Control, in which case the Company shall appoint another nationally
recognized public accounting firm to make the determinations required hereunder
(which accounting firm shall then be referred to as the Accountants
hereunder).  For purposes of making the
determinations and calculations required herein, the Accountants may make
reasonable assumptions and approximations concerning applicable taxes and may rely
on reasonable, good faith interpretations concerning the application of
Sections 280G and 4999 of the Code, provided that the Accountant’s
determinations must be made on the basis of 
“substantial authority” (within the meaning of Section 6662 of the
Code).  All fees and expenses of the
Accountants shall be borne solely by the Company.


 


17.           Arbitration
of Disputes.


 


a.             Any
dispute or claim arising out of or relating to this Agreement or any
termination of the Executive’s employment, other than with respect to Sections
8 through 12, shall be settled by final and binding arbitration in the greater
Los Angeles metropolitan area in accordance with the Commercial Arbitration rules of
the American Arbitration Association, and judgment upon the award rendered by
the arbitrators may be entered in any court having jurisdiction thereof.


 


b.             Except
as provided by applicable law, the fees and expenses of the arbitration panel
shall be shared equally by the Executive and the Company.


 


c.             Except
as provided by applicable law, the prevailing party in any arbitration brought
hereunder shall be entitled to an award of its costs (including expenses and
attorneys’ fees), incurred in such arbitration.


 


18.           No
Mitigation.  The Executive shall
have no duty to attempt to mitigate the level of benefits payable by the
Company to the Executive hereunder, by seeking other employment or
otherwise.  To the extent that
substantially similar health and welfare benefits become available to the Executive
from a subsequent employer, the Company will discontinue the Executive’s
coverage; otherwise, the Company shall not be entitled to set off against the
amounts payable hereunder any amounts received by the Executive from any other
source, including any subsequent employer.


 


19.           Notices.  Any notices to be given hereunder by either
party to the other may be effected either by personal delivery in writing or by
mail, registered or certified, postage prepaid, with return receipt
requested.  Mailed notices shall be
addressed as follows:


 


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a.             If to the Company:


 


DineEquity, Inc.


450 N. Brand Boulevard


Glendale, CA 91410


Attn:  General
Counsel


 


b.             If to the Executive:


 


 


Either party may change its address for notice by giving notice in
accordance with the terms of this Section 18.


 


20.           General
Provisions.


 


a.             Law
Governing.  This Agreement shall
be governed by and construed in accordance with the laws of the State of
California.


 


b.             Invalid
Provisions.  If any provision of
this Agreement is held to be illegal, invalid, or unenforceable, then such
provision shall be fully severable and this Agreement shall be construed and
enforced as if such illegal, invalid, or unenforceable provision had never
comprised a part hereof; and the remaining provisions hereof shall remain in
full force and effect and shall not be affected by the illegal, invalid, or
unenforceable provision or by its severance herefrom.  Furthermore, in lieu of such illegal,
invalid, or unenforceable provision there shall be added automatically as a
part of this Agreement a provision as similar in terms to such illegal,
invalid, or unenforceable provision as may be possible and still be legal,
valid or enforceable.


 


c.             Entire
Agreement.  This Agreement sets
forth the entire understanding of the parties and supersedes all prior
agreements or understandings, whether written or oral, with respect to the
subject matter hereof and all agreements, acknowledgments, designations and
directions of the Executive made or given under any Company policy statement or
benefit program.  No terms, conditions,
warranties, other than those contained herein, and no amendments or
modifications hereto shall be binding unless made in writing and signed by the
parties hereto.


 


d.             Binding
Effect.  This Agreement shall
extend to and be binding upon and inure to the benefit to the parties hereto,
their respective heirs, representatives, successors and assigns.  This Agreement may not be assigned by the
Executive, but may be assigned by the Company to any person or entity that
succeeds to the ownership or operation of the business in which the Executive
is primarily employed by the Company.


 


e.             Waiver.  The waiver by either party hereto of a breach
of any term or provision of this Agreement shall not operate or be construed as
a waiver of a subsequent 


 


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breach of the same provision by any party or of the
breach of any other term or provision of this Agreement.


 


f.              Titles.  Titles of the paragraphs herein are used
solely for convenience and shall not be used for interpretation or construing
any work, clause, paragraph, or provision of this Agreement.


 


g.             Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but which together
shall constitute one and the same instrument.


 


h.             Compliance with IRC Section 409A.   The following provisions shall apply to this
Agreement with respect to Section 409A of the Code:


 


(i)            The lump sum cash severances payments which
are payable under clause (i) of subsection f. of Section 14 and under
subsection a. of Section 14 are intended to satisfy the short-term
deferral exemption under Treasury Regulation Section 1.409A-1(b)(4) and
shall be made not later than the last day of the applicable two and one-half
month period with respect to such payment, within the meaning of Treasury
Regulation Section 1.409A-1(b)(4).


 


(ii)  If any provision
of this Agreement (or of any award of compensation, including equity
compensation or benefits) would cause Executive to incur any additional tax or
interest under Section 409A of the Code or any regulations or Treasury
guidance promulgated thereunder, the Company shall, after consulting with
Executive, reform such provision to comply with Section 409A of the Code,
provided that the Company agrees to maintain, to the maximum extent
practicable, the original intent and economic benefit Executive of the
applicable provision without violating the provisions of Section 409A of
the Code.


 


(iii)  Notwithstanding any provision to the contrary in this
subsection h., if Executive is deemed on the Termination Date to be a “specified
employee” within the meaning of that term under Section 409A(a)(2)(B) of
the Code, then with regard to any payment or the provision of any benefit that
is required to be delayed in compliance with section 409A(a)(2)(B) of the
Code such payment or benefit shall not be made or provided (subject to the last
sentence hereof) prior to the earlier of (A) the expiration of the six
(6)-month period measured from the date of the Executive’s “separation from
service” (as such term is defined under Section 409A of the Code) or (B) the
date of the Executive’s death (the “Delay Period”).  Upon the expiration of the Delay Period, all
payments and benefits delayed pursuant to this section (whether they would have
otherwise been payable in a single sum or in installments in the absence of
such delay) shall be paid or reimbursed Executive in a lump sum, and any
remaining payments and benefits due under this Agreement shall be paid or
provided in accordance with the normal payment dates specified for them
herein.  Notwithstanding the foregoing,
to the extent that the foregoing applies to the provision of any ongoing welfare
benefits to Executive that would not be required to be delayed if the premiums
therefore were paid by Executive, Executive shall pay the full cost of premiums
for such welfare benefits during the Delay Period and the Company shall pay
Executive an amount equal to the amount of such premiums paid by Executive
during the Delay Period promptly after its conclusion.


 


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IN WITNESS WHEREOF, the Company
and the Executive have executed this Agreement as of the date and year first
above written.


 


THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE.


 


 


	
  EXECUTIVE:

  	
   

  	
  DineEquity, Inc..:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
  Richard Celio

  	
   

  	
  Julia A. Stewart

  
	
   

  	
   

  	
  Chief Executive
  Officer

  



 


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Exhibit A – Executive’s
Authorities and Duties


 


During the Employment Period, (A) the Executive shall serve as
Chief Restaurant Support Officer of the Company, reporting directly to the CEO,
with duties, authorities and responsibilities commensurate with such title and
office and (B) the Executive’s services shall be performed at the Company’s
headquarters Glendale, California.


 


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