Exhibit 10.1
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2009
Long-Term Performance Incentive Program
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Denny’s
Corporation
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Performance
Shares and Target Cash Opportunity
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203 East Main
Street
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Award
Certificate
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Spartanburg, SC
29319
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___________________ (“Grantee”)
Denny’s
Corporation (the “Company”) has granted to you a
performance award (the “Award”), denominated one-half
in performance shares (the “Performance Shares”) and
one-half in cash (the “Target Cash Opportunity”). The
Award is granted under the Denny’s Corporation ________
Omnibus Incentive Plan (the “Plan”) and pursuant to the
2009 Long-Term Performance Incentive Program (the “Program
Description”). The Performance Shares entitle you
to earn shares of the Company’s $0.01 par value common stock
(“Shares”), on a one-for-one basis, and the Target Cash
Opportunity entitles you to earn a cash payment, as set forth
below. By accepting the Award, Grantee shall be deemed to have
agreed to the terms and conditions set forth in this Award
Certificate, the Program Description and the Plan.
Grant Date
of Award: ___________
Number of
Performance Shares: __________
Target Cash
Opportunity: $__________
The Award is
granted as a Qualified Performance-Based Award under the Section
14.11 of the Plan. If the Company achieves at least
______________ for the fiscal year ending __________ (the
“Threshold Performance Goal”), then the Award shall be
considered earned in an amount equal to 200% of the Performance
Shares and Target Cash Opportunity; provided, however, that
the number of Performance Shares and the amount of the Target Cash
Opportunity actually paid under the Award will be subject to
reduction based on the TSR Comparison described below, or otherwise
in the discretion of the Committee, and is also subject to your
continuous employment during the vesting period described
below. Prior to any conversion or payout of the Award,
the Compensation and Incentives Committee of the Company’s
Board of Directors shall certify in writing that the Threshold
Performance Goal has been satisfied.
If the
Threshold Performance Goal is satisfied, then the Award will vest
(become non-forfeitable) on _____________, subject to your
continued employment with the Company through such date, unless
vesting is accelerated under Section 2 of the Terms and Conditions
on the following page.
If the
Threshold Performance Goal is satisfied and the vesting condition
is satisfied, the actual number of Performance Shares and the
amount of the Target Cash Opportunity to be paid to the Grantee
will be adjusted to an amount between 0% and 200% of the number and
amount originally granted, based on the Company’s Total
Shareholder Return (“TSR,” as defined below) ranking
relative to the Company’s Peer Group (as defined in the
Program Description) over a _______________ fiscal period ending on
________________ (the “Performance Period”), as further
described in the Program Description (the “TSR
Comparison”), or based on any other criteria determined by
the Committee in its discretion.
For purposes of
this Award Certificate, TSR will be calculated as
follows:
TSR = (ending
stock price – beginning stock price + reinvested dividends) /
beginning stock price
This Award is
governed by the terms of the Plan and the Program Description, 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.
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________________________________
For
Denny’s Corporation
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________________________________
Date
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TERMS AND
CONDITIONS
1. Vesting
and Forfeiture of Award . If the Threshold
Performance Goal is satisfied, the Award will vest and become
non-forfeitable on _____________, subject to accelerated vesting
under certain circumstances as provided in Section 2 below (the
“Vesting Date”). If Grantee’s
employment with the Company terminates for any reason other than as
set forth in paragraph (a) of Section 2 below, Grantee shall
forfeit all of Grantee’s right, title and interest in and to
any unvested Performance Shares and unvested Target Cash
Opportunity under the Award as of the date of termination of
employment. In addition, if Grantee’s employment is
terminated by
