Exhibit 10.26


    Exhibit
      10.26

    
EMPLOYMENT
      AGREEMENT

    


    This
      Agreement is entered into effective as of the 18th
      day of
      August, 2005, by and between Sonic Corp. (the “Corporation”), a Delaware
      corporation, and V. Todd Townsend (the “Employee”).

    


    RECITALS

    


    Whereas,
      the Employee is currently serving as the Vice President and Chief Marketing
      Officer of the Corporation and is an integral part of its management;
      and

    


    Whereas,
      the Corporation's Board of Directors (the “Board”) has determined that it is
      appropriate to reinforce and encourage the continued attention and dedication
      of
      certain key members of the Corporation's management, including Employee, to
      their assigned duties without distraction and potentially disturbing
      circumstances arising from the possibility of a Change in Control (herein
      defined) of the Corporation; and

    


    Whereas,
      the Corporation desires to continue the services of Employee, whose experience,
      knowledge and abilities with respect to the business and affairs of the
      Corporation are extremely valuable to the Corporation; and

    


    Whereas,
      the Board on the 18th
      day of
      August, 2005, ratified and approved this Agreement; and

    


    Whereas,
      the parties hereto desire to enter into this Agreement setting forth the terms
      and conditions of the continued employment relationship of the Corporation
      and
      Employee.

    


    Now,
      therefore, it is agreed as follows:

    


    ARTICLE
      I

    Term
      of Employment

    


    1.1 Term
      of Employment.
      The
      Corporation shall employ Employee for a period of one year from the date hereof
      (the “Initial Term”).

    


    1.2 Extension
      of Initial Term.
      Upon
      each annual anniversary date of this Agreement, this Agreement shall be extended
      automatically for successive terms of one year each, unless either the
      Corporation or the Employee gives contrary written notice to the other not
      later
      than the annual anniversary date.

    


    1.3 Termination
      of Agreement and Employment.
      The
      Corporation may terminate this Agreement and the Employee’s employment at any
      time effective upon written notice to the Employee. The Corporation, in its
      sole
      discretion, may terminate this Agreement without terminating the employment
      of
      the Employee. The Employee may terminate this Agreement and 

     

     

    
      
        
        

      

      
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    the
      Employee’s employment only after at least 30 days’ written notice to the
      Corporation, unless otherwise agreed by the Corporation.

     

    ARTICLE
      II

    Duties
      of the Employee

    


    Employee
      shall serve as the Vice President and Chief Marketing Officer of the
      Corporation. Employee shall do and perform all services, acts, or things
      necessary or advisable to manage and conduct the business of the Corporation
      consistent with such position subject to such policies and procedures as may
      be
      established by the Board.

    


    ARTICLE
      III

    Compensation

    


    3.1 Salary.
      For
      Employee's services to the Corporation as the vice President and Chief Marketing
      officer, Employee shall be paid a salary at the annual rate of $250,000 (herein
      referred to as “Salary”), payable in twenty-four equal installments on the first
      and fifteenth day of each month. On the first day of each calendar year during
      the term of this Agreement with the Corporation, Employee shall be eligible
      for
      an increase in Salary based on an evaluation of Employee’s performance during
      the past year with the Corporation. During the term of this Agreement, the
      Salary of the Employee shall not be decreased at any time from the Salary then
      in effect unless agreed to in writing by the Employee.

    


    3.2 Bonus.
      The
      Employee shall be entitled to participate in an equitable manner with other
      officers of the Corporation in discretionary cash bonuses as authorized by
      the
      Board.

    


    ARTICLE
      IV

    Employee
      Benefits

    


    4.1 Use
      of
      Automobile.
      The
      Corporation shall provide Employee with either the use of an automobile for
      business and personal use or a cash car allowance in accordance with the
      established company car policy of the Corporation. The Corporation shall pay
      all
      expenses of operating, maintaining and repairing the automobile and shall
      procure and maintain automobile liability insurance in respect thereof, with
      such coverage insuring each Employee for bodily injury and property
      damage.

    


    4.2 Medical,
      Life and Disability Insurance Benefits.
      The
      Corporation shall provide Employee with medical, life and disability insurance
      benefits in accordance with the established benefit policies of the
      Corporation.

    


    4.3 Working
      Facilities.
      Employee shall be provided adequate office space, secretarial assistance, and
      such other facilities and services suitable to Employee’s position and adequate
      for the performance of Employee’s duties.

     

    
 

    
      
        
        

      

      
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    4.4 Business
      Expenses.
      Employee shall be authorized to incur reasonable expenses for promoting the
      business of the Corporation, including expenses for entertainment, travel,
      and
      similar items. The Corporation shall reimburse Employee for all such expenses
      upon the presentation by Employee, from time to time, of an itemized account
      of
      such expenditures.

    


    4.5 Vacations.
      Employee shall be entitled to an annual paid vacation commensurate with the
      Corporation's established vacation policy for officers. The timing of paid
      vacations shall be scheduled in a reasonable manner by the
      Employee.

    


    4.6 Disability.
      Upon
      disability (as defined herein) of the Employee, the Employee shall be entitled
      to receive an amount equal to 50% of Employee’s Salary (in addition to any
      disability insurance benefits received pursuant to Section 4.2 herein), such
      amount being paid semi-monthly in twelve equal installments.

    


    4.7 Term
      Life Insurance.
      The
      Corporation shall purchase term life insurance on the life of the Employee
      having a face value of four times the Employee’s Salary (to be changed as salary
      adjustments are made) or the face value of life insurance that can be purchased
      based upon the Employee’s health history with the Corporation paying the
      standard premium rate for term insurance under its then current insurance
      program at the Employee’s age and assuming good health, whichever amount is
      lesser; provided further that, such insurance can be obtained by the Corporation
      in a manner which meets the requirements for deductibility by the Corporation
      under Section 79 of the Internal Revenue Code of 1986, or as hereafter
      amended.

    


    4.8 Compensation
      Defined.
      Compensation shall be defined as all monetary compensation and all benefits
      described in Articles III and IV hereunder (as adjusted during the term
      hereof).

    


    ARTICLE
      V

    Termination

    


    5.1 Death.
      Employee's employment hereunder shall be terminated upon the Employee's
      death.

    


    5.2 Disability.
      The
      Corporation may terminate Employee's employment hereunder in the event Employee
      is disabled and such disability continues for more than 180 days. Disability
      shall be defined as the inability of Employee to render the services required
      of
      him, with or without a reasonable accommodation, under this Agreement as a
      result of physical or mental incapacity.

    


    5.3 Cause.

    


    (a) The
      Corporation may terminate Employee's employment hereunder for cause. For the
      purpose of this Agreement, “Cause” shall mean (i) the willful and intentional
      failure by Employee to substantially perform Employee’s duties hereunder, other
      than any failure resulting from Employee's incapacity due to physical or mental
      incapacity, or (ii) commission by Employee, in connection with Employee’s
      employment by the Corporation, of an illegal act or any act (though


     

     

    
      
        
        

      

      
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    not
      illegal) which is not in the ordinary course of the Employee's responsibilities
      and exposes the Corporation to a significant level of undue liability. For
      purposes of this paragraph, no act or failure to act on Employee's part shall
      be
      considered to have met either of the preceding tests unless done or omitted
      to
      be done by Employee without a reasonable belief that Employee’s action or
      omission was in the best interest of the Corporation.

    


    (b) Notwithstanding
      the foregoing, Employee shall not be deemed to have been terminated for cause
      unless such action is ratified by the affirmative vote of not less than
      two-thirds of the entire membership of the Board at a meeting held within 30
      days of such termination (after reasonable notice to Employee and an opportunity
      for Employee to be heard by members of the Board) confirming that Employee
      was
      guilty of the conduct set forth in this Section 5.3. Ratification by the board
      will be effective as of the original date of termination of
      Employee.

    


    5.4 Compensation
      Upon Termination for Cause or Upon Resignation By Employee.
      Except
      as otherwise set forth in Section 5.7 hereof, if Employee's employment
      shall be terminated for Cause or if Employee shall resign Employee’s position
      with the Corporation, the Corporation shall pay Employee's Compensation only
      through the last day of Employee's employment by the Corporation. The
      Corporation shall then have no further obligation to Employee under this
      Agreement. If the Board, pursuant to Section 5.3(b), votes to classify
      Employee’s termination as “not for cause,” then Employee shall be compensated
      pursuant to Section 5.5 below.

    


    5.5 Compensation
      Upon Termination Other Than For Cause Or Disability.
      Except
      as otherwise set forth in Section 5.7 hereof, if the Company shall terminate
      Employee's employment other than for Cause or Disability, the Company shall
      continue to be obligated to pay Employee’s Salary for a period of one year,
      beginning on the date of termination, but shall not be obligated to provide
      any
      other benefits described in Articles III and IV hereof, except to the extent
      required by law.

    


    5.6  Compensation
      Upon Non-Renewal of Agreement.
      Except
      as otherwise set forth in Section 5.7 hereof, if the Company shall give notice
      to Employee in accordance with Section 1.2 hereof that this Agreement will
      not
      be renewed but Employee’s employment is not terminated, the Company shall
      continue to be obligated to pay Employee’s Compensation for a period of one year
      beginning on the date notice of non-renewal is given.

    


    5.7 Termination
      of Employee or Resignation by Employee for Good Reason.
      If at
      any time within the first twelve months subsequent to a Change in Control,
      the
      Employee’s employment with the Corporation is terminated other than as provided
      for in Section 5.1, 5.2 or 5.3 hereof, or the Corporation violates any provision
      of this Agreement or Employee shall resign Employee's employment for Good Reason
      (as defined herein), the Corporation shall be obligated to pay to Employee
      a
      lump sum payment upon the effective date of such termination or resignation
      or
      breach (as determined in Employee's sole discretion), in an amount equal to
      two
      times the Employee's compensation payable under paragraph 5.5 above, but in
      no
      event to exceed an amount equal to $1.00 less than three (3) times the mean
      average annual compensation paid to Employee by the Corporation and any of
      its
      subsidiaries during the five calendar years ending before the date on which
      the
      Change in Control occurred (or if Employee was not employed for that entire
      five
      year 

     

    
      
        
        

      

      
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      period,
        then the mean average annual compensation paid to employee during such shorter
        period, with the Employee's compensation annualized for any calendar year
        during
        which the employee was not employed for the entire calendar year); provided,
        however, that if the lump-sum severance payment under this Section 5.7, either
        alone or together with any other payments or compensation which Employee
        has a
        right to receive from the Corporation, would constitute a “parachute payment”
        (as defined in Section 280G (or any equivalent term defined in any successor
        or
        equivalent provision) of the Internal Revenue Code of 1986, as amended (the
        “Code”)), then such lump-sum severance payment shall be reduced to the largest
        amount as will result in no portion of the lump-sum severance payment under
        this
        Section 5.7 being subject to the excise tax imposed by Section 4999 (or any
        successor or equivalent provision) of the Code. For the purpose of this Section
        5.7, the Employee's annual compensation from the Corporation and its
        subsidiaries for a given year shall equal Employee’s compensation as reflected
        on Employee’s Form W-2 for that year (unless the Employee was not employed for
        the entire calendar year, in which case Employee’s Form W-2 compensation for
        such year shall be annualized). The determination of any reduction in lump-sum
        severance payment under this Section 5.7 pursuant to the foregoing provision
        shall be conclusive and binding on the Corporation. Notwithstanding any other
        provision of this Section 5.7, Employee may elect to have the lump sum severance
        payment hereunder paid in equal monthly installments over a period not to
        exceed
        12 consecutive months.

      


      “Good
        Reason” shall mean any of the following which occur during the term of this
        Agreement without Employee's express written consent:

      


      In
        the
        Event of a Change in Control:

      


      (a) the
        assignment to Employee of duties inconsistent with Employee's position, office,
        duties, responsibilities and status with the Corporation immediately prior
        to a
        Change in Control; or, a change in Employee's titles or offices as in effect
        immediately prior to a Change in Control; or, any removal of Employee from
        or
        any failure to reelect Employee to any such position or office, except in
        connection with the termination of Employee’s employment by the Corporation for
        Disability or Cause or as a result of Employee's death or by Employee other
        than
        for Good Reason as set forth in this Section 5.7(a); or

      


      (b) a
        reduction by the Corporation in Employee's Salary as in effect as of the
        date of
        this Agreement or as the same may be increased from time-to-time during the
        term
        of this Agreement or the Corporation's failure to increase (within twelve
        months
        of the Employee's last increase in Salary) Employee's Salary after a Change
        in
        Control in an amount which at least equals, on a percentage basis, the highest
        percentage increase in salary for all officers of the Corporation or any
        parent
        or affiliated company effected in the preceding twelve months; or

      


      (c) the
        failure of the Corporation to provide Employee with the same fringe benefits
        (including, without limitation, life insurance plans, medical or disability
        plans, retirement plans, incentive plans, stock option plans, stock purchase
        plans, stock ownership plans, or bonus plans) that were provided to Employee
        


       

       

      
        
          
          

        

        
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      immediately
        prior to the Change in Control, or with a package of fringe benefits that,
        if
        one or more of such benefits varies from those in effect immediately prior
        to
        such Change in Control, is in Employee's sole judgment substantially comparable
        in all material respects to such fringe benefits taken as a whole; or

       

      (d) relocation
        of the Corporation's principal executive offices to a location outside of
        Oklahoma City, Oklahoma, or Employee's relocation to any place other than
        the
        location at which Employee performed Employee’s duties prior to a Change in
        Control, except for required travel by Employee on the Corporation's business
        to
        an extent substantially consistent with Employee's business travel obligations
        at the time of the Change in Control; or

      


      (e) any
        failure by the Corporation to provide Employee with the same number of paid
        vacation days to which Employee is entitled at the time of the Change in
        Control; or

      


      (f) the
        failure of a successor to the Corporation to assume the obligation of this
        Agreement as set forth in Section 7.1 herein.

      


      5.8. Change
        in Control.
        For the
        purposes of this Agreement, the phrase “change in control” shall mean any of the
        following events:

      


      (a)
         Any
        consolidation or merger of the Corporation in which the Corporation is not
        the
        continuing or surviving corporation or pursuant to which shares of the
        Corporation’s capital stock would convert into cash, securities or other
        property, other than a merger of the Corporation in which the holders of
        the
        Corporation’s capital stock immediately prior to the merger have the same
        proportionate ownership of capital stock of the surviving corporation
        immediately after the merger;

      


      (b)
         Any
        sale,
        lease, exchange or other transfer (whether in one transaction or a series
        of
        related transactions) of all or substantially all of the assets of the
        Corporation;

      


      (c)
         The
        stockholders of the Corporation approve any plan or proposal for the liquidation
        or dissolution of the Corporation;

      


      (d)
         Any
        person (as used in Section 13(d) and 14(d)(2) of the Securities and Exchange
        Act
        of 1934, as amended (the “Exchange Act”)) becomes the beneficial owner (within
        the meaning of Rule 13D-3 under the Exchange Act) of 50% or more of the
        Corporation’s outstanding capital stock;

      


      (e)
         During
        any period of two consecutive years, individuals who at the beginning of
        that
        period constitute the entire Board of Directors of the Corporation. cease
        for
        any reason to constitute a majority of the Board of Directors unless the
        

       

      
        
          
          

        

        
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      election
        or the nomination for election by the Corporation’s stockholders of each new
        director received the approval of the Board of Directors by a vote of at
        least
        two-thirds of the directors then and still in office and who served as directors
        at the beginning of the period; or

      


      (f)
         The
        Corporation becomes a subsidiary of any other corporation.

      


      ARTICLE
        VI

      Obligation
        to Mitigate Damages; No Effect

      on
        Other Contractual Rights

      


      6.1 Mitigation.
        The
        Employee shall not have any obligation to mitigate damages or the amount
        of any
        payment provided for under this Agreement by seeking other employment or
        otherwise. However, all payments required under the terms of this Agreement
        shall cease 30 days after the acceptance by the Employee of employment by
        another employer; provided that, this limitation shall not apply to payments
        due
        under paragraph 5.7, above. 

      


      6.2 Other
        Contractual Rights.
        The
        provisions of this Agreement, and any payment provided for hereunder shall
        not
        reduce any amount otherwise payable, or in any way diminish Employee's existing
        rights, or rights which would accrue solely as a result of passage of time
        under
        any employee benefit plan or other contract, plan or arrangement of which
        Employee is a beneficiary or in which Employee participates.

      


      


      ARTICLE
        VII

      Successors
        to the Corporation

      


      7.1 Assumption.
        The
        Corporation will require any successor or assignee (whether direct or indirect,
        by purchase, merger, consolidation or otherwise) of all or substantially
        all of
        the business and/or assets of the Corporation, by agreement in form and
        substance reasonably satisfactory to Employee, to expressly, absolutely and
        unconditionally assume and agree to perform this Agreement in the same manner
        and to the same extent that the Corporation would be required to perform
        it if
        no such succession or assignment had taken place. Any failure by the Corporation
        to obtain such agreement prior to the effectiveness of any such succession
        or
        assignment shall be a material breach of this Agreement.

      


      7.2 Employee's
        Successors and Assigns.
        This
        Agreement shall inure to the benefit of and be enforceable by Employee's
        personal and legal representatives, executors, administrators, successors,
        heirs, distributees, devisees and legatees. If Employee should die while
        any
        amounts are still payable to Employee hereunder, all such amounts, unless
        otherwise provided herein, shall be paid in accordance with the terms of
        this
        Agreement to Employee's devisee, legatee or other designee or, if there is
        no
        such designee, to Employee's estate.

      



      
        
          
          

        

        
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      ARTICLE
        VIII

      Restrictions
        on Employee

      


      8.1 Confidential
        Information.
        During
        the term of the Employee’s employment and for a period of twelve months
        thereafter, the Employee shall not divulge or make accessible to any party
        any
        Confidential Information, as defined below, of the Corporation or any of
        its
        subsidiaries, except to the extent authorized in writing by the Corporation
        or
        otherwise required by law. The phrase “Confidential Information” shall mean the
        unique, proprietary and confidential information of the Corporation and its
        subsidiaries, consisting of: (1) confidential financial information regarding
        the Corporation or its subsidiaries, (2) confidential recipes for food products;
        (3) confidential and copyrighted plans and specifications for interior and
        exterior signs, designs, layouts and color schemes; (4) confidential methods,
        techniques, formats, systems, specifications, procedures, information, trade
        secrets, sales and marketing programs; (5) knowledge and experience regarding
        the operation and franchising of Sonic drive-in restaurants; (6) the identities
        and locations of Sonic’s franchisees, Sonic drive-in restaurants, and suppliers
        to Sonic’s franchisees and drive-in restaurants; (7) knowledge, financial
        information, and other information regarding the development of franchised
        and
        company-store restaurants; (8) knowledge, financial information, and other
        information regarding potential acquisitions and dispositions; and (9) any
        other
        confidential business information of the Corporation or any of its subsidiaries.
        The Employee shall give the Corporation written notice of any circumstances
        in
        which Employee has actual notice of any access, possession or use of the
        Confidential Information not authorized by this Agreement.

      


      8.2 Restrictive
        Covenant.
        During
        the term of Employee’s employment, the Employee shall not engage in or have any
        interest, directly or indirectly, in any business competing with the business
        being conducted by the Corporation or any of its subsidiaries, without the
        Corporation’s prior written consent. For the six month period immediately
        following the termination of Employee’s employment, the Employee shall not
        engage in or have any interest, directly or indirectly, in any fast food
        restaurant business that has a menu similar to that of a Sonic drive-in
        restaurant (such as hamburgers, hot dogs, onion rings and similar items
        customarily sold by Sonic drive-in restaurants), or which has an appearance
        similar to that of a Sonic drive-in restaurant (such as color pattern, use
        of
        canopies, use of speakers and menu housings for ordering food, or other items
        that are customarily used by a Sonic drive-in restaurant), and which operates
        such restaurants within a three mile radius of any Sonic drive-in restaurant.
        

      


      


      ARTICLE
        IX

      Miscellaneous

      


      9.1 Indemnification.
        To the
        full extent permitted by law, the Board shall authorize the payment of expenses
        incurred by or shall satisfy judgments or fines rendered or levied against
        Employee in any action brought by a third-party against Employee (whether
        or not
        the Corporation is joined as a party defendant) to impose any liability or
        penalty on Employee for any act alleged to have been committed by Employee
        while
        employed by the Corporation unless Employee was acting with gross negligence
        or
        willful misconduct. Payments authorized hereunder shall include amounts paid
        and
        expenses incurred in settling any such action or threatened action.

       

      
 

      
        
          
          

        

        
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      9.2 Resolution
        of Disputes.
        The
        following provisions shall apply to any controversy between the Employee
        and the
        Corporation and its subsidiaries and the Employee (including any director,
        officer, employee, agent or affiliate of the Corporation and its subsidiaries)
        whether or not relating to this Agreement.

      


      (a) Arbitration.
        The
        parties shall resolve all controversies by final and binding arbitration
        in
        accordance with the Rules for Commercial Arbitration (the “Rules”) of the
        American Arbitration Association in effect at the time of the execution of
        this
        Agreement and pursuant to the following additional provisions:

      


      (1) Applicable
        Law.
        The
        Federal Arbitration Act (the “Federal Act”), as supplemented by the Oklahoma
        Arbitration Act (to the extent not inconsistent with the Federal Act), shall
        apply to the arbitration and all procedural matters relating to the
        arbitration.

      


      (2) Selection
        of Arbitrators.
        The
        parties shall select one arbitrator within 10 days after the filing of a
        demand
        and submission in accordance with the Rules. If the parties fail to agree
        on an
        arbitrator within that 10-day period or fail to agree to an extension of
        that
        period, the arbitration shall take place before an arbitrator selected in
        accordance with the Rules.

      


      (3) Location
        of Arbitration.
        The
        arbitration shall take place in Oklahoma City, Oklahoma, and the arbitrator
        shall issue any award at the place of arbitration. The arbitrator may conduct
        hearings and meetings at any other place agreeable to the parties or, upon
        the
        motion of a party, determined by the arbitrator as necessary to obtain
        significant testimony or evidence.

      


      (4) Discovery.
        The
        arbitrator shall have the power to authorize all forms of discovery (including
        depositions, interrogatories and document production) upon the showing of
        (a) a
        specific need for the discovery, (b) that the discovery likely will lead
        to
        material evidence needed to resolve the controversy, and (c) that the scope,
        timing and cost of the discovery is not excessive.

      


      (5) Authority
        of Arbitrator.
        The
        arbitrator shall not have the power (a) to alter, modify, amend, add to,
        or
        subtract from any term or provision of this Agreement; (b) to rule upon or
        grant
        any extension, renewal or continuance of this Agreement; or (c) to grant
        interim
        injunctive relief prior to the award.

       

      

 

      
        
          
          

        

        
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      (6) Enforcement
        of Award.
        The
        prevailing party shall have the right to enter the award of the arbitrator
        in
        any court having jurisdiction over one or more of the parties or their assets.
        The parties specifically waive any right they may have to apply to any court
        for
        relief from the provisions of this Agreement or from any decision of the
        arbitrator made prior to the award.

      


      (b) Attorneys'
        Fees and Costs.
        The
        prevailing party to the arbitration shall have the right to an award of its
        reasonable attorneys' fees and costs (including the cost of the arbitrator)
        incurred after the filing of the demand and submission. If the Corporation
        or
        any of its subsidiaries prevails, the award shall include an amount for that
        portion of the administrative overhead reasonably allocable to the time devoted
        by the in-house legal staff of the Corporation or any subsidiary.

      


      (c) Excluded
        Controversies.
        At the
        election of the Corporation or its subsidiaries, the provisions of this Section
        9.2 shall not apply to any controversies relating to the enforcement of the
        covenant not to compete or the use and protection of the trademarks, service
        marks, tradenames, copyrights, patents, confidential information and trade
        secrets of the Corporation or its subsidiaries, including (without limitation)
        the right of the Corporation or its subsidiaries to apply to any court of
        competent jurisdiction for appropriate injunctive relief for the infringement
        of
        the rights of the Corporation or its subsidiaries.

      


      (d) Other
        Rights.
        The
        provisions of this Section 9.2 shall not prevent the Corporation, its
        subsidiaries, or the Employee from exercising any of their rights under this
        agreement, any other agreement, or under the common law, including (without
        limitation) the right to terminate any agreement between the parties or to
        end
        or change the party’s legal relationship.

      


      9.3 Entire
        Agreement.
        This
        Agreement constitutes the entire agreement of the parties with regard to
        the
        subject matter of this Agreement and replaces and supersedes all other written
        and oral agreements and statements of the parties relating to the subject
        matter
        of this Agreement.

      


      9.4 Notices.
        Any
        notices required or permitted to be given under this Agreement shall be
        sufficient if in writing and sent by mail to Employee’s residence, in the case
        of Employee, or to its principal office, in the case of the
        Corporation.

      


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

      


      9.6 Amendment.
        No
        amendment or modification of this Agreement shall be deemed effective unless
        or
        until executed in writing by the parties hereto.

       

       

      
        
          
          

        

        
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      9.7 Validity.
        This
        Agreement, having been executed and delivered in the State of Oklahoma, its
        validity, interpretation, performance and enforcement will be governed by
        the
        laws of that state.

      


      9.8 Section
        Headings.
        Section
        and other headings contained in this Agreement are for reference purposes
        only
        and shall not affect in any way the meaning or interpretation of this
        Agreement.

      


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

      


      9.10 Exclusivity.
        Specific arrangements referred to in this Agreement are not intended to exclude
        Employee's participation in any other benefits available to executive personnel
        generally or to preclude other compensation or benefits as may be authorized
        by
        the Board from time to time.

      


      9.11 Partial
        Invalidity.
        If any
        provision in this Agreement is held by a court of competent jurisdiction
        to be
        invalid, void, or unenforceable, the remaining provisions shall nevertheless
        continue in full force without being impaired or invalidated in any
        way.

      


      In
        witness whereof, the Corporation has caused this Agreement to be executed
        and
        its seal affixed hereto by its officers thereunto duly authorized; and the
        Employee has executed this Agreement, as of the day and year first above
        written.

       

      
        

          
            	
                    The
                      Corporation:     

                  	
                    Sonic
                      Corp.

                  
	 	
                    By:
                      /s/
                      Clifford Hudson  

                  	 
	 	
                    Clifford
                      Hudson, President

                  
	
                    Attest:

                  	 
	 	 
	
                    /s/
                      Ronald L. Matlock

                  	 	
                     

                  
	
                    Ronald
                      L. Matlock, Secretary    

                  	 
	 	 
	 	 
	
                    The
                      Employee: 

                  	
                    /s/
                      V. Todd Townsend

                  	 
	 	
                    V.
                      Todd Townsend