AMENDMENT TO EMPLOYMENT
AGREEMENT
Between Denny’s Corporation
and Nelson J. Marchioli
This amendment to the Agreement, as defined
below, (the “Amendment”) is being entered into on the
12th day of December, 2008, between Denny’s Corporation, a
Delaware corporation (the “Company”), together with its
wholly-owned subsidiary, Denny’s Inc., a California
corporation (“Denny’s”) and Nelson J. Marchioli
(the “Executive”).
WITNESSETH:
WHEREAS, the Board of Directors (the
“Board”) of the Company and the Executive entered into
an employment agreement (the “Agreement”) on May 11,
2005, which was amended on November 10, 2006; and
WHEREAS, the Board and the Executive wish to
amend the Agreement to reflect the new terms set forth
herein.
NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties do hereby agree as follows:
|
|
The following
sentence shall be added to the end of Section 4(a):
|
“With
respect to Executive’s rights under this Section 4(a), (i)
the reimbursements provided in any one calendar year shall not
affect the amount of reimbursements provided in any other calendar
year; (ii) the reimbursement of an eligible expense shall be made
no later than December 31 of the year following the year in which
the expense was incurred; and (iii) such rights shall not be
subject to liquidation or exchange for another
benefit.”
|
|
Section 5(a)(i)
shall be modified to read as follows:
|
“(i) Noon
on May 20, 2009, unless mutually extended in writing by the
parties;”
|
|
The following
provision shall be added to the end of Section 5(b)(i)(A),
5(b)(ii)(A) and 5(b)(iii)(A):
|
“
provided, however, that (x) the benefits provided in any one
calendar year shall not affect the amount of benefits provided in
any other calendar year (other than the effect of any overall
coverage benefits under the applicable plans); (y) the
reimbursement of an eligible taxable expense shall be made on or
before December 31 of the year following the year in which the
expense was incurred; and (z) Executive’s rights pursuant to
this subsection shall not be subject to liquidation or exchange for
another benefit;”
|
|
Section 5(c)(i)
shall be modified to read as follows:
|
“(i)
"Permanent Disability" shall mean (A) the Executive is
unable to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment that can
be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, or (B) the Executive
is receiving income replacement benefits for a period of not less
than three months under an accident and health plan covering
employees of Denny’s because the Executive has a medically
determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period
of not less than 12 months. The Executive agrees to submit such
medical evidence regarding such disability or infirmity as is
reasonably requested by the Company, including, but not limited to,
an examination by a physician selected by the Company in its sole
discretion.”
|
|
The first
sentence of Section 5(c)(v)(B) shall be modified to read as
follows:
|
“(B) For purposes of this
Agreement, the Executive shall not be deemed to have incurred a
"Voluntary Termination" if upon 10 days' prior written notice from
the Executive, the Executive notifies the Company that his
termination of employment with the Company is a resu
