a2022long-termincentib4c






          2022 Long-Term Incentive Program Denny’s Corporation  Restricted Stock Unit 203 East Main Street  Award Certificate Spartanburg, SC 29319  (“Grantee”),  Denny’s Corporation (the “Company”) has granted to you (“Grantee”) a restricted stock unit award  (the “Award”) denominated in a number of restricted stock units (the “Restricted Stock Units”).  The terms and conditions relating to the Restricted Stock Units are set forth in this Award  Certificate.  The Restricted Stock Units are rights that entitle you to earn shares of the Company’s $0.01 par  value common stock (“Shares”), on a one-for-one basis. The Award is granted under the Denny’s  Corporation 2021 Omnibus Incentive Plan (the “Plan”). By accepting the Award, you shall be  deemed to have agreed to the terms and conditions set forth in this Award Certificate.  The Restricted Stock Units will vest (become non-forfeitable) in three (3) equal installments on  the last day of the Company’s 2022, 2023, and 2024 fiscal years, subject in each case to your  continued employment with the Company through such date, unless vesting is accelerated under  Section 2 or Section 3 of the attached Terms and Conditions in the event of certain employment  terminations or a change in control.  The number of Restricted Stock Units covered by your Award will be determined as follows:   Target Value of Restricted Stock Units (“Target Value”) = _____   Number of Restricted Stock Units (“RSUs”) = Target Value/$_____1 or ____  RSUs2  This Award is governed by the terms of the Plan, and subject to the Terms and Conditions on the  following page. Capitalized terms used herein and not otherwise defined shall have the meanings  assigned to such terms in the Plan.  /s/ F. Mark Wolfinger  Grant Date:  _2/1/2022____  F. Mark Wolfinger  President  For Denny’s Corporation                                                    1The average closing market price per Share for the last 20 trading days of the Company’s 2021 fiscal year.  2Rounded up to nearest whole share.  





 






      TERMS AND CONDITIONS  1. Vesting and Forfeiture of Award.  The Award will vest and become non-forfeitable in  three (3) equal installments on the last day of the Company’s 2022, 2023 and 2024 fiscal  years (each a “Regular Vesting Date”) subject in each case to Grantee’s continued  employment. Only a whole number of Restricted Stock Units will become vested as of any  given Regular Vesting Date.  If the number of Restricted Stock Units determined as of a  Regular Vesting Date is a fractional number, the number vesting will be rounded down to  the nearest whole number with any fractional portion carried forward.  The Award shall  vest on an accelerated basis under certain circumstances as provided in Section 2 and  Section 3 below. Notwithstanding anything contained in the Plan to the contrary, if  Grantee’s employment with the Company terminates for any reason other than as set forth  in paragraph (a) or (b) of Section 2 below, Grantee shall forfeit all of Grantee’s right, title  and interest in and to any unvested Restricted Stock Units as of the date of termination of  employment. In addition, if Grantee’s employment is terminated by the Company for  Cause, Grantee shall also forfeit any vested Restricted Stock Units that have not yet been  converted to Shares.    2. Accelerated Vesting Under Certain Employment Terminations.  The Award shall be  subject to accelerated vesting in connection with a termination of employment under  certain circumstances, as set forth below.  (a) Upon Grantee’s termination of employment with the Company due to death or  Disability, a pro rata portion of the Restricted Stock Units to the extent then  outstanding and not previously vested will vest and become non-forfeitable. The  pro rata portion shall be determined by multiplying one third (1/3) of the number  of Restricted Stock Units covered by Grantee’s Award by a fraction, (i) the  numerator of which is the number of days that Grantee was employed during the  Company’s fiscal year in which the employment termination date occurs, and (ii)  the denominator of which is the total number of days in that fiscal year, rounded up  to the next whole Restricted Stock Unit (as so determined, the “Pro Rata Amount”).   (b) Upon Grantee’s termination of employment with the Company due to Retirement  (as defined below), the Pro Rata Amount (as defined in Section 2(a) above) of the  Restricted Stock Units will vest and become non-forfeitable, provided Grantee does  not engage in any Restricted Activities with a Competitor (each as defined below)  prior to the next Regular Vesting Date (to the extent such restrictions are  permissible under applicable law).   For purposes of this Award Certificate:  “Competitor” means all breakfast and family dining restaurants, including without  limitation, IHOP, Bakers Square, Black Bear Diner, Bob Evans, Carrows, Coco’s,  Country  Kitchen, Country Waffles, Cracker Barrel, Eat ‘n Park, Farmer Boys, Friendly’s, Frisch’s  or Big Boy, Huddle House, Lumberjacks, Lyon’s, Marie Callender, Mimi’s, Norms Original  Pancake House, Perkins, Metro Diner, Ruby’s Diner, Shari’s, Shoney’s, Silver Diner, Steak ‘n  Shake, Village Inn, Waffle House, Weck’s, Another Broken Egg, Broken Yolk, Egg and I, First  





 






    Watch, Flying Biscuit, The Good Egg, Jimmy’s Egg, Keke’s, LePeep, Smitty’s, Sunset Grill and  Swiss Chalet.  “Restricted Activities” means with respect to a Competitor, accepting employment, serving  on a board of directors or otherwise being engaged as a consultant or advisor.   “Retirement” means Grantee’s voluntary resignation or termination of employment  without Cause on or after attainment of age 55, provided that the sum of Grantee’s age and years  of service with the Company is equal to or greater than 70.  3. Accelerated Vesting Upon a Change in Control.  Upon a Change in Control of the  Company during Grantee’s employment, the Restricted Stock Units (to the extent then  unvested and not previously forfeited) will vest and become non-forfeitable.   4. Settlement of Restricted Stock Units.  Except as otherwise provided in this Section 4 or  in Section 6, (i) Restricted Stock Units that vest pursuant to Section 1 on a Regular Vesting  Date (and are not otherwise forfeited due to a termination for Cause) shall convert into  Shares and be paid out within 30 days following the applicable Regular Vesting Date, (ii)  the Pro Rata Amount of Restricted Stock Units that vest pursuant to Section 2(a)  (termination due to death or Disability) shall convert into Shares and be paid out within 30  days following the date of termination of employment, (iii) the Pro Rata Amount of  Restricted Stock Units that vest pursuant to Section 2(b) (Retirement)  shall convert into  Shares and be paid out within 30 days following the next Regular Vesting Date to occur  (or if sooner, a Change in Control), but in no event later than March 15 of the year following  the year in which the termination of employment described in Section 2 occurs, and (iv)  Restricted Stock Units that vest pursuant to Section 3 shall convert into Shares and be paid  out within 30 days following the Change in Control.   Shares paid upon conversion of the Restricted Stock Units will be registered on the books  of the Company in Grantee’s name (or in street name to Grantee’s brokerage account) as  of the date of payment in uncertificated (book-entry) form.  5. Limitation of Rights.  The Award does not confer to Grantee or Grantee’s beneficiary any  rights of a stockholder of the Company unless and until Shares are in fact issued to such  person in connection with the Award. Nothing in this Award Certificate shall interfere with  or limit in any way the right of the Company or any Affiliate to terminate Grantee’s  employment at any time, nor confer upon Grantee any right to continue in employment of  the Company or any Affiliate. From and after the Grant Date and until the earlier of (a) the  time when the Restricted Stock Units become vested and are paid in accordance with this  Award Certificate or (b) the time when Grantee’s right to receive Shares in payment of the  Restricted Stock Units is forfeited in accordance with this Award Certificate, on the date  the Company pays a cash dividend (if any) to holders of Shares generally, Grantee shall be  credited with cash per Restricted Stock Unit equal to the amount of such dividend.  Any  amounts credited pursuant to the immediately preceding sentence shall be subject to the  same applicable terms and conditions (including vesting, payment and forfeitability) as  apply to the Restricted Stock Units to which they relate, and such cash amounts shall be  paid only if and when the Restricted Stock Units to which they relate are settled.  





 






    6. Payment of Taxes.  Grantee will owe federal, state, and local taxes in connection with the  Award (the “Taxes”)). The withholding of Taxes shall be mandatorily satisfied by  withholding from the settlement of the Restricted Stock Units a number of Shares having  a fair market value equal to the amount required to be withheld for the Taxes. Grantee’s  acceptance of the Award constitutes Grantee’s acknowledgement that the Company will  withhold on Grantee’s behalf a number of Shares sufficient to satisfy the Taxes. The  obligations of the Company under this Award Certificate will be conditional on such  payment of the Taxes by Grantee. Notwithstanding anything to the contrary contained in  this Section 6, Section 15, or otherwise, the Company (i) makes no representations or  undertakings regarding the treatment of Taxes in connection with any aspect of this Award,  and (ii) does not commit to structure the terms of the Award to reduce or eliminate  Grantee’s liability for Taxes.  7. Restrictions on Issuance of Shares.  If at any time the Compensation and Incentives  Committee of the Board (the “Compensation Committee”) shall determine, in its  discretion, that registration, listing or qualification of the Shares underlying the Restricted  Stock Units upon any securities exchange or similar self-regulatory organization or under  any foreign, federal, or local law or practice, or the consent or approval of any  governmental regulatory body, is necessary or desirable as a condition to the settlement of  the Restricted Stock Units, the Shares will not be paid unless and until such registration,  listing, qualification, consent or approval shall have been effected or obtained free of any  conditions not acceptable to the Compensation Committee.  8. Plan Controls.  The terms contained in the Plan are incorporated into and made a part of  this Award Certificate and this Award Certificate shall be governed by and construed in  accordance with the Plan. In the event of any actual or alleged conflict between the  provisions of the Plan and the provisions of this Award Certificate, the provisions of the  Plan shall be controlling and determinative.  9. Successors.  This Award Certificate shall be binding upon any successor of the Company,  in accordance with the terms of this Award Certificate and the Plan.  10. Severability.  If any one or more of the provisions contained in this Award Certificate is  deemed to be invalid, illegal or unenforceable, the other provisions of this Award  Certificate will be construed and enforced as if the invalid, illegal or unenforceable  provision had never been included.  11. Notice.  Notices and communications under this Award Certificate must be in writing and  either personally delivered or sent by registered or certified United States mail, return  receipt requested, postage prepaid. Notices to the Company must be addressed to Denny’s  Corporation, 203 East Main Street, Spartanburg, SC 29319-0001, Attn: Secretary, or any  other address designated by the Company in a written notice to Grantee. Notices to Grantee  will be directed to the address of Grantee then currently on file with the Company, or at  any other address given by Grantee in a written notice to the Company.  12. Clawback or Recoupment Policy.  Grantee agrees that Grantee will be subject to any  compensation, clawback and recoupment policies in the Plan and that may be applicable  





 






    to Grantee as an employee of the Company, as in effect from time to time and as approved  by the Board of Directors, the Compensation Committee or a duly authorized committee  thereof, whether or not approved before or after the Grant Date.   13. Other Company Policies. Grantee agrees, in consideration for the grant of the Restricted  Stock Units, to be subject to any policies of the Company and its Affiliates regarding  securities trading, and hedging or pledging of securities, that may be in effect from time to  time, or as may otherwise be required by applicable law, regulation or exchange listing  standard.  14. Governing Law.  This Award Certificate shall be governed by the laws of the State of  Delaware, excluding any conflicts or choice of law, rule or principle that might otherwise  refer construction or interpretation of this Award Certificate to the substantive law of  another jurisdiction.  15. Section 409A Compliance.  This Award Certificate is intended to be exempt from or  otherwise comply with the provisions of Section 409A of the Code. The Company may  change or modify the terms of this Award Certificate without Grantee’s consent or  signature if the Company determines, in its sole discretion, provided that such change or  modification is necessary for purposes of compliance with or exemption from the  requirements of Section 409A of the Code or any regulations or other guidance issued  thereunder.  16. Electronic Delivery of Documents.  Grantee authorizes the Company to deliver  electronically any prospectuses or other documentation related to the Award and any other  compensation or benefit plan or arrangement in effect from time to time (including, without  limitation, reports, proxy statements or other documents that are required to be delivered  to participants in such arrangements pursuant to federal or state laws, rules or regulations).   For this purpose, electronic delivery will include, without limitation, delivery by means of  e-mail or e-mail notification that such documentation is available on the Company’s  Intranet site.  Upon written request, the Company will provide to Grantee a paper copy of  any document also delivered to Grantee electronically.  The authorization described in this  paragraph may be revoked by Grantee at any time by written notice to the Company.  17. Further Assurances. Grantee agrees, upon demand of the Company or the Committee, to  do all acts and execute, deliver, and perform all additional documents, instruments, and  agreements that may be reasonably required by the Company or the Committee, as the case  may be, to implement the provisions and purposes of this Award and the Plan.