ex10_11.htm


    Exhibit 10.11

     

    


      AMENDMENT
TO LETTER AGREEMENT

      


      Between
Denny’s Corporation and Janis S. Emplit

      


      This
amendment (the “Amendment”) to the letter agreement (the “Letter Agreement”)
dated February 9, 2000 between Janis S. Emplit (the “Executive”) and Denny’s
Corporation, the successor corporation to Advantica Restaurant Group, Inc. (the
“Company”) is entered into as of December 10, 2008 for the purpose of bringing
the Letter Agreement into documentary compliance with Section 409A of the
Internal Revenue Code of 1986, as amended.

      


      For good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties do herby agree as follows:

      


      
        	
                 
      

              	
                1.

              	
                The
      first sentence of Section 2 of the Letter Agreement shall be modified by
      adding the word “materially” prior to the words “reduces the Executive’s
      base salary,” and by adding the words “same material” prior to the words
      “responsibilities referenced in Section 1 of this letter
      agreement.”

              


      

      


      
        	
                 
      

              	
                2.

              	
                The
      second sentence of Section 3 of the Letter Agreement shall be deleted and
      shall be replaced with the
following:

              


      

      


      ”Further,
the Executive shall have the right to exercise any or all such vested options
(other than the options awarded to the Executive on November 10, 2004 at an
exercise price of $2.42, the “$2.42 Stock Options”) for the lesser of thirty-six
(36) months or the remaining term of such option grant. The
$2.42 Stock Options will be exercisable by the Executive pursuant to the terms
of the applicable underlying stock option agreement, as amended by the written
elections with respect to such options’ exercise dates that were made by the
Executive to ensure that such options complied with Section 409A of the Internal
Revenue Code (“Section 409A”).”

      


      
        	
                 
      

              	
                3.

              	
                A
      new Section 5 shall be added to the Letter Agreement as
      follows:

              


      

      


      “5.  Code
Section 409A.  (a)  This letter agreement shall be
interpreted and administered in a manner so that any amount or benefit payable
hereunder shall be paid or provided in a manner that is either exempt from or
compliant with the requirements of Section 409A and applicable advice and
regulations issued thereunder.

      


      (b)                 Notwithstanding
anything in this letter agreement to the contrary, to the extent that any amount
or benefit that would constitute non-exempt “deferred compensation” for purposes
of Section 409A would otherwise be payable or distributable hereunder by
reason of Executive’s termination of employment, such amount or benefit will not
be payable or distributable to Executive by reason of such circumstance unless
the circumstances giving rise to such termination of employment meet any
description or definition of “separation from service” in Section 409A and
applicable regulations (without giving effect to any elective provisions that
may be available under such definition).  This provision does not
prohibit the vesting of
any amount upon a termination of employment, however defined.  If this
provision prevents the payment or distribution of any amount or benefit, such
payment or distribution shall be made on the date, if any, on which an event
occurs that constitutes a Section 409A-compliant “separation from service” or
such later date as may be required by subsection (c) below.

      


      (c)                 Notwithstanding
anything in this letter agreement 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 Agreement by
reason of Executive’s separation from service during a period in which he is a
Specified Employee (as defined under Section 409A and the final regulations
thereunder), then, subject to any permissible acceleration of payment by the
Company 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), Executive’s right to receive payment or distribution of such non-exempt
deferred compensation will be delayed until the earlier of Executive’s death or
the first day of the seventh month following Executive’s separation from
service.”

      


      All
provisions of the Letter Agreement not amended by this Amendment are 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                                                                .

      


                      By:/s/  Jill Van Pelt            

                      Name: Jill Van
Pelt

                      Title: Vice
President, Human Resources

      


      


                      By:/s/  Janis S. Emplit          

                           
 Janis S. Emplit