Exhibit 10.1
August 16, 2005
Mark Wolfinger
1817 Brightwaters Blvd NE
St. Petersburg, FL 33704
Dear Mark,
I am delighted to offer you the opportunity
to join Denny's, Inc. (hereafter
"Denny's" or the "Company") as Senior Vice
President and Chief Financial Officer
("CFO") reporting to the President and CEO.
This letter outlines the terms of
our offer.
START DATE
----------
Your anticipated start date as an employee
will be on or before September 26,
2005. To assist with the transition between
you and Andrew Green in the role of
CFO, however, you hereby agree to provide
services to the Company as a
consultant two days per week beginning the
week of August 22, 2005. During the
period you are providing services as a
consultant, you will be paid on a per
diem rate and will be reimbursed for
reasonable and customary expenses. You
agree that the employee benefits described
herein will not become effective
until your first day of employment with the
Company on or before September 26,
2005. You also agree to attend the meeting
of the Denny's Corporation Board of
Directors in Chicago, Illinois on September
7 and 8, 2005, and to participate
with Nelson Marchioli at an investor
conference in San Francisco on September
19-21, 2005.
BASE SALARY
-----------
Your annual base salary will be $425,000
and will be paid to you biweekly via
direct deposit.
SIGN-ON BONUS
-------------
To assist you with your transition to
Denny's, and in recognition of certain
rights and benefits you may be forfeiting
by accepting our offer of employment,
you will receive a lump-sum signing bonus
of $50,000 to be grossed up to
accommodate your tax liability. This will
be paid to you shortly after you
officially join Denny's. Applicable income
and FICA taxes will be withheld.
Should you voluntarily leave the Company,
or are terminated for Cause (as
defined herein), within twelve (12) months
following your starting date, you
agree to reimburse the Company the full
amount of the sign-on bonus.
In recognition of your having previously
paid tuition for your three children to
attend the school in which they are
currently enrolled during the 2005-2006
<PAGE>
Mark Wolfinger
August 16, 2005
Page 2 of 4
school year, Denny's will, upon receipt of
itemized billings from Christ Church
School for your children's tuition for the
2005-2006 school year, pay those
tuition costs directly to Christ Church
School on your behalf. In the event we
determine or this payment is deemed to be
income to you, the Company will
provide a gross up to accommodate your tax
liability.
ANNUAL INCENTIVE
----------------
You will participate in Denny's 2005
Incentive Program. For 2005, your target
incentive will be 65% of your base salary,
and we hereby guarantee payment to
you of the pro rata portion of such bonus
which you are eligible to earn for the
remainder of 2005. This payment will be
made at the same time other employees of
the Company receive annual incentive
compensation, which will be as soon as
practicable following the completion of the
KPMG audit and approval of such
payments by the Compensation and Incentives
Committee of the Denny's
Corporation. Payouts thereafter will be
dependent upon the achievement of
predetermined goals, which are established
annually. The terms of the annual
program (including bonus targets and
performance goals) are governed by a plan
document and are subject to change each
year.
STOCK OPTIONS
-------------
Subject to final approval from the Denny's
Corporation Board of Directors, you
will receive 300,000 stock options. These
stock options will be granted on or
about September 26, 2005 when your
employment with the Company. The stock
options will (a) vest at 100,000 per year
with an exercise price at the market
price on the day of the grant,
