a2022long-termincentivep






        2022 Long-Term Incentive Program Denny’s Corporation  Performance Share Unit 203 East Main Street  Award Certificate Spartanburg, SC 29319    «Name» (“Grantee”)  Denny’s Corporation (the “Company”) has granted to you a performance share unit award (the  “Award”) denominated in a target number of performance share units (the “Performance Share  Units” or “PSUs”).  The PSUs 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 and  the Plan.  As described in detail in the Terms and Conditions attached to this Award Certificate, you may  earn between 0 to 200% of the PSUs based on the Company’s achievement of two performance  metrics. The first metric is the Company’s Total Shareholder Return (“TSR,” as defined in the  Award Certificate) ranking relative to the S&P 600 Small Cap Consumer Discretionary Index  companies listed on Appendix A to the Award Certificate (the “rTSR,” as defined in the Award  Certificate) during the Performance Period. The second metric is the average of the Company’s  annual Adjusted EPS Growth (the “Adjusted EPS Growth,” as defined in the Award Certificate),  measured year-over-year during the Performance Period (as described below).  Each metric is  equally weighted (i.e. 50% of the PSUs may be earned based on rTSR and 50% based on Adjusted  EPS Growth). The PSUs that may be earned based on rTSR are referred to as the “rTSR PSUs”  and the PSUs that may be earned based on Adjusted EPS Growth are referred to as the “EPS  PSUs.” The target number of PSUs underlying this Award were determined as follows:  Target Grant Date Value of Award: $_________/$XX.XX1 = _________ Total Target  Number of Performance Share Units2, divided between the two metrics as follows:   Target Number of rTsr PSUs = _________ (the “rTSR Target PSUS”)   Target Number of EPS PSUs = _________ (the “EPS Target PSUs”)    Performance Period: December 30, 2021 to December 25, 2024                                                                       1 The average closing market price per Share for the last 20 trading days of the Company’s 2021 fiscal year.   2 Rounded up to nearest whole share.  





 






  2    This Award is governed by the terms of the Plan, and subject to the Terms and Conditions on the  pages that follow.  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:       2/01/2022   F. Mark Wolfinger   President   For Denny’s Corporation        





 






  3    TERMS AND CONDITIONS  1. Vesting and Forfeiture of Award.  The Award will vest and become non-forfeitable on  the last day of the Performance Period, subject to Grantee’s continued employment through such  date, based on the achievement of rTSR and Adjusted EPS Growth as described in Sections 1(a)- Error! Reference source not found. below.  (a) rTSR will be measured during the Performance Period on a cumulative basis. If the  rTSR performance is equal to or greater than the 25th percentile, then a percentage of rTSR Target  PSUs will vest as set forth in the following table:   Degree of Performance rTSR % of rTSR Target  PSUs to Vest  Below Threshold <25th percentile 0%  Threshold 25th percentile 50%  Target 50th percentile 100%  Maximum 75th percentile 200%    In the event that the rTSR falls between Threshold and Target, or Target and Maximum, the  number of rTSR PSUs that vest will be determined based upon linear interpolation.  Notwithstanding the foregoing, in the event that the Company’s TSR is a negative number, the  number of rTSR PSUs to vest shall not exceed 100% of the rTSR Target PSUs.  (b) Adjusted EPS Growth will be measured at the end of each fiscal year during the  Performance Period by calculating the percentage increase in the Actual Adjusted EPS for such  fiscal year over the Actual Adjusted EPS for the immediately preceding fiscal year. Specifically,  (i) Adjusted EPS Growth for fiscal 2022 will be measured by calculating the percentage increase  in Actual Adjusted EPS from fiscal 2021 to fiscal 2022, (ii) Adjusted EPS Growth for 2023 will  be measured by calculating the percentage increase in Actual Adjusted EPS from fiscal 2022 to  fiscal 2023; and (iii) Adjusted EPS Growth for 2024 will be measured by calculating the  percentage increase in Actual Adjusted EPS from fiscal 2023 to fiscal 2024. The Annual  Percentage Achieved for each fiscal year will be determined based upon which Adjusted EPS  Growth Goal, if any, is met, in accordance with the following table.3    Degree of Performance  Attainment  Adjusted EPS Growth   Goal  Annual Percentage  Achieved   Below Threshold < 8% 0%  Threshold 8% 50%                                                    3 If Actual Adjusted EPS for either fiscal year 2022 or fiscal year 2023 is a negative number, growth for the  following fiscal year shall be determined by assuming Actual Adjusted EPS for the base year was $0.01 with the  Annual Percentage Achieved for that year capped at 100%; provided, however, that if Actual Adjusted EPS Growth  determined using the Actual Adjusted EPS amount for the year preceding the year in which it was a negative number  would have resulted in the Annual Percentage Achieved at greater than 100%, such greater than 100% amount shall  be used.  





 






  4    Target 18% 100%  Maximum 28% 200%    In the event that the Adjusted EPS Growth Goal met for any fiscal year during the Performance  Period falls between Threshold and Target, or Target and Maximum, the Annual Percentage  Achieved for such fiscal year will be determined based upon linear interpolation.  At the end of  the Performance Period, the Annual Percentage Achieved for each of the three fiscal years will be  added together, and such sum will then be divided by three, resulting in the “Average EPS Growth  Achieved.” The amount of EPS Target PSUs that will vest will be calculated by multiplying the  Average EPS Growth Achieved by the number of EPS Target PSUs.   (c) 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 Section 2(a) or Section 2(b) below, Grantee shall forfeit all of Grantee’s right, title and  interest in and to unvested PSUs 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 PSUs that have not yet been converted to Shares; provided, that the foregoing shall not  apply to any vested PSUs that are deferred pursuant to Section 15 below.  2. Accelerated Vesting Under Certain Employment Terminations.  The Award shall be  subject to accelerated vesting in connection with 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 prior to the end of the Performance Period, the Award will vest as follows:  (i) The Company will multiply the rTSR Target PSUs or EPS Target PSUs, as  the case may be, by a fraction, the numerator of which is the number of days elapsed from the first  day of the Performance Period through the employment termination date, and the denominator of  which is 1092 (such amount, the “Pro Rata Target rTSR PSUs” or “Pro Rata Target EPS PSUs”).   (1) With respect to the rTSR PSUs, the Award will vest in accordance  with Section 1(a) above, provided that, (x) for purposes of the calculation, “Pro Rata Target rTSR  PSUs” will be substituted for “rTSR Target PSUs,” and (y) the Performance Period shall be  considered to have ended on the last day of the Company’s most recently completed fiscal quarter.  (2) With respect to the EPS PSUs, 100% of the Pro Tata Target EPS  PSUs shall vest.  (b) Upon Grantee’s termination of employment with the Company due to Retirement  (as defined below), the Award will vest in accordance with Sections 1(a)-1(b) above at the end of  the regular Performance Period, provided that, (x) for purposes of the calculations, “Pro Rata  Target rTSR PSUs” or “Pro Rata Target EPS PSUs,” as applicable, will be substituted for “rTSR  Target PSUs” or “EPS Target PSUs,” respectively, and (y) Grantee has not engaged in any  Restricted Activities with a Competitor (each as defined below) during the Performance Period (to  the extent such restrictions are permissible under applicable law). For the avoidance of doubt, the  





 






  5    calculation described in this Section 2(b) shall be based on rTSR and Adjusted EPS Growth  performance for the three-year Performance Period, provided that in the event of a Change in  Control following Grantee’s Retirement but before the end of the Performance Period, the number  of PSUs earned shall be calculated in accordance with Section 3 but shall still be prorated in  accordance with this Section 2(b) based upon the Grantee’s Retirement date.  3. Accelerated Vesting Upon a Change in Control.  Upon a Change in Control of the  Company during the Performance Period, the Award will vest in accordance with Sections 1(a)- 1(b), subject to Grantee’s continued employment through the Change in Control, provided that (i)  with respect to the rTSR PSUs, the Performance Period shall be considered to have ended on the  date of the Change in Control and (ii) with respect to the EPS PSUs, the number of PSUs to vest  will be based on assumed Adjusted EPS Growth performance results at the greater of (x) target  and (y) estimated actual performance through the Change in Control, as determined by the  Committee.   4. Settlement of Performance Share Units.  Except to the extent deferred in accordance  with Section 15 below, (i) PSUs that vest pursuant to Section 1 (and are not otherwise forfeited  due to a termination for Cause) will convert into Shares and be paid out as soon as practicable  following the Performance Period, but in no event later than 60 days following the Performance  Period, (ii) PSUs that vest pursuant to Section 2(a) (termination due to death or Disability) will  convert into Shares and be paid out within 30 days following the employment termination date,  (iii) PSUs that vest pursuant to Section 2(b) (Retirement) will convert into Shares and be paid out  as soon as practicable following the Performance Period, but in no event later than 60 days  following the Performance Period (or if sooner, within 30 days following a Change in Control)  and (iv) PSUs that vest pursuant to Section 3 (Change in Control) will convert into Shares and be  paid out within 30 days following the Change in Control. Any fractional Shares will be rounded  up or down to the nearest next whole Share.  Any PSUs that do not become vested will be forfeited.   Stock certificates evidencing Shares paid hereunder 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. Definitions. For purposes of this Award Certificate:  (a) “Actual Adjusted EPS” for a fiscal year means the Company’s earnings (net  income), adjusted to exclude losses on sales of assets and other items, net of taxes, divided by the  fully diluted Shares of the Company’s common stock outstanding, as described and quantified in  the Company’s year-end earnings press release for such year.  (b) “Adjusted EPS Growth” means the percentage increase in Actual Adjusted EPS for  each fiscal year in the Performance Period.   (c) “Average Closing Price” means, as of any date, the 20-day average of the closing  prices of the applicable stock for the last twenty trading days immediately preceding the applicable  determination date.  (d) “Competitor” means all breakfast and family dining restaurants, including without  limitation, IHOP, Bakers Square, Black Bear Diner, Bob Evans, Carrows, Coco’s, Country   





 






  6    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.  (e) “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.  (f)  “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.  (g)  “rTSR” or relative total shareholder return, means the Company’s TSR ranking  relative to the TSR of the Company’s peer group, as scheduled on Appendix A.  (h) “TSR” or total shareholder return, means (x) the Average Closing Price of a  company’s share of common stock determined as of the last day of the Performance Period (or  such earlier date as provided in Section 2 or 3) less the Average Closing Price of a company’s  share of common stock determined as of the first day of the Performance Period plus reinvested  dividends), (y) divided by the Average Closing Price of a company’s share of common stock  determined as of the first day of the Performance Period. For purposes of this calculation, the  Average Closing Price of a company’s share of common stock on the first day of the Performance  Period may be equitably adjusted by the Committee in its discretion to reflect any material changes  in the applicable company’s capital structure while the Award remains outstanding, such as a stock  split, reverse stock split, stock dividend, split up, spin-off, or other distribution, combination or  exchange of such company’s stock.  6. 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.  7. 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 PSUs a number of Shares having a fair market value equal to the amount  required to be withheld for the Taxes (provided, however, that if Grantee has elected to defer 100%  of his or her Award as provided in Section 15 herein (or a lesser amount but the remaining number  of Shares are insufficient to cover the applicable FICA obligation), any Grantee FICA obligation  will be separately payable to the Company by cash or check). 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 7, Section 15, Section 17, or otherwise, the Company (i)  makes no representations or undertakings regarding the treatment of Taxes in connection with any  





 






  7    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.  8. 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 PSUs 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 PSUs, 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.  9. 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.  10. 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.  11. 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.  12. 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.  13. 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.  14. Other Company Policies. Grantee agrees, in consideration for the grant of the PSUs, to  be subject to any policies of the Company and its Affiliates regarding securities trading, and the  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.  15. Deferral Election.  Notwithstanding anything contained herein to the contrary, Grantee  will be permitted to make deferral elections with respect to the Award pursuant to the Denny’s  Deferred Compensation Plan, as amended and restated (the “DC Plan”).  Any deferral election  





 






  8    shall be made in accordance with Section 409A of the Code, the DC Plan terms and pursuant to a  Deferral Agreement (as defined in the DC Plan) and may be credited with Dividend Equivalents  as set forth in the DC Plan.  16. 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.  17. 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.  18. 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.  19. 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.     





 






  9    Appendix A  S&P 600 Small Cap Consumer Discretionary Index   The following companies comprise the Company’s peer group for the purposes of the rTSR  calculation under this Award, provided that each company shall only be included in the rTSR  calculation to the extent that it is a publicly traded company on the first day and the last day of the  Performance Period (or such earlier date upon which the rTSR is calculated under Section 2 or 3  of the Award), provided that if a company ceases to be publicly traded as a result of insolvency or  a bankruptcy proceeding, it shall be included in the peer group as the lowest performing company.  The peer group is a closed group (i.e. no additional companies may be added to the peer group).   [LIST PEER GROUP]