exhibit10-01.htm


    
      

      

    

    EXHIBIT
      10.01

     

    EMPLOYMENT
      AGREEMENT

    


    This
      Agreement is entered into
      effective as of the 31st day of
      January,
      2007, by and between Sonic Corp. (the “Corporation”), a Delaware corporation,
      and Paige S. Bass (the “Employee”).

     

    RECITALS

    


    Whereas,
      the Corporation's Board of
      Directors (the “Board”) has elected Employee to the office of Vice President and
      General Counsel of the Corporation, where he will be an integral part of the
      Corporation’s management; and

    


    Whereas,
      the Board has determined that
      it is appropriate to support and encourage the 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
      retain the services of Employee, whose experience, knowledge and abilities
      with
      respect to the business and affairs of the Corporation will be extremely
      valuable to the Corporation; and

    


    Whereas,
      the Board on the 31st day of
      January,
      2007, ratified and approved this Agreement; and

    


    Whereas,
      the parties hereto desire to
      enter into this Agreement setting forth the terms and conditions of the
      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 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 General Counsel 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 General
      Counsel, Employee shall be paid a salary at the annual rate of $170,000 (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 provided by the Corporation and shall
      procure and maintain automobile liability insurance in respect thereof, with
      such coverage insuring 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.

    


    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).

    
      
        
        

      

      
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    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 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 six months,
      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  six months 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 period, then the mean average annual compensation paid to employee during
      such shorter period, with the

    
      
        
        

      

      
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    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 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.

            


    

     

    
      
        
        

      

      
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    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 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.

            


    

     

    
      
        
        

      

      
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    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.

     

    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 retain 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),

    
      
        
        

      

      
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    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.

    


    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)           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, trade names, copyrights,
      patents, confidential information and trade secrets of the Corporation or its
      subsidiaries,

    
      
        
        

      

      
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    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.

    


    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/
                J. Clifford Hudson

            
	
               

            	
               

            	
              J.
                Clifford Hudson, President

            


    

    
 

    
      	
              The
                Employee: 

            	
                

            	
              /s/
                Paige S. Bass

            
	
               

            	
               

            	
              Paige
                S. Bass

            


    

    


    
      
        
        

      

      
        8