Dine Brands Global, Inc. Sample Contracts

RECITAL -------
Letter Agreement • March 18th, 1998 • Ihop Corp • Patent owners & lessors
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INTERNATIONAL HOUSE OF PANCAKES, INC. 525 NORTH BRAND BOULEVARD THIRD FLOOR GLENDALE, CALIFORNIA 91203 November 1, 1996
Intercreditor Agreement • March 28th, 1997 • Ihop Corp • Patent owners & lessors • Illinois
EMPLOYMENT AGREEMENT
Employment Agreement • March 28th, 1997 • Ihop Corp • Patent owners & lessors • California
CREDIT AGREEMENT Dated as of October 8, 2010 among DINEEQUITY, INC., as the Borrower, BARCLAYS BANK PLC, as Administrative Agent, GOLDMAN SACHS BANK USA, as Syndication Agent, RAYMOND JAMES REALTY, INC. as Documentation Agent, and The Other Lenders...
Credit Agreement • October 21st, 2010 • DineEquity, Inc • Patent owners & lessors • New York

This CREDIT AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of October 8, 2010, among DINEEQUITY, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), BARCLAYS BANK PLC, as Administrative Agent, RAYMOND JAMES REALTY, INC., as Documentation Agent, BARCLAYS CAPITAL, as Joint Lead Arranger and Joint Book Manager and GOLDMAN SACHS BANK USA, as Syndication Agent, Joint Lead Arranger and Joint Book Manager.

IHOP CORP.
Senior Note Purchase Agreement • March 18th, 1998 • Ihop Corp • Patent owners & lessors • New York
AGREEMENT AND PLAN OF MERGER dated as of July 15, 2007, among IHOP CORP., CHLH CORP. and APPLEBEE’S INTERNATIONAL, INC.
Agreement and Plan of Merger • July 17th, 2007 • Ihop Corp • Patent owners & lessors • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of July 15, 2007, among IHOP CORP., a Delaware corporation (“Parent”), CHLH CORP., a Delaware corporation and a wholly owned Subsidiary of Parent (“Sub”), and APPLEBEE’S INTERNATIONAL, INC., a Delaware corporation (the “Company”).

DINE BRANDS GLOBAL, INC. 2019 STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Agreement • July 31st, 2019 • Dine Brands Global, Inc. • Retail-eating places • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is entered into as of ___________ (the “Date of Grant”), by and between DINE BRANDS GLOBAL, INC. (formerly, DineEquity, Inc.), a Delaware corporation (the “Company”), and ___________ (the “Participant”).

EMPLOYMENT AGREEMENT
Employment Agreement • August 5th, 2021 • Dine Brands Global, Inc. • Retail-eating places • California

This Employment Agreement (“Agreement”) is made effective as of May 10, 2021 by and between Dine Brands Global, Inc., a Delaware corporation (the “Corporation”), and Vance Y. Chang (the “Executive”).

DINE BRANDS GLOBAL, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • July 31st, 2019 • Dine Brands Global, Inc. • Retail-eating places • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (“Agreement”) is entered into as of ___________ by and between DINE BRANDS GLOBAL, INC., a Delaware corporation (the “Company”), and ___________, an employee of the Company (the “Participant”).

THIRD AMENDED AND RESTATED MANAGEMENT AGREEMENT Dated as of September 30, 2014, as amended and restated as of September 5, 2018, as further amended and restated as of June 5, 2019, and as further amended and restated as of April 17, 2023 by and among...
Management Agreement • April 17th, 2023 • Dine Brands Global, Inc. • Retail-eating places • New York

This THIRD AMENDED AND RESTATED MANAGEMENT AGREEMENT, dated as of September 30, 2014, as amended and restated as of September 5, 2018, as further amended and restated as of June 5, 2019 and as further amended and restated as of April 17, 2023 (the “Restatement Date”) (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is entered into by and among IHOP FUNDING LLC, a Delaware limited liability company, and APPLEBEE’S FUNDING LLC, a Delaware limited liability company (each, a “Co-Issuer” and together with their respective successors and assigns, the “Co-Issuers”), IHOP SPV GUARANTOR LLC, a Delaware limited liability company, and APPLEBEE’S SPV GUARANTOR LLC, a Delaware limited liability company (each, a “Holdco Guarantor” and together with their respective successors and assigns, the “Holdco Guarantors”), IHOP RESTAURANTS LLC, a Delaware limited liability company, IHOP FRANCHISOR LLC, a Delaware limited

DINE BRANDS GLOBAL, INC. 2016 STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT
2016 Stock Incentive Plan Restricted Stock Award Agreement • August 1st, 2018 • Dine Brands Global, Inc. • Retail-eating places • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is entered into as of ___________ (the “Date of Grant”), by and between DINE BRANDS GLOBAL, INC. (formerly, DineEquity, Inc.), a Delaware corporation (the “Company”), and ___________ (the “Participant”).

DINE BRANDS GLOBAL, INC. 2019 STOCK INCENTIVE PLAN PERFORMANCE AWARD AGREEMENT
Award Agreement • July 31st, 2019 • Dine Brands Global, Inc. • Retail-eating places • Delaware

THIS PERFORMANCE AWARD AGREEMENT (the “Agreement”) is entered into as of ___________, by and between DINE BRANDS GLOBAL, INC., a Delaware corporation (the “Company”), and ___________, an employee of the Company (the “Participant”).

EMPLOYMENT AGREEMENT
Employment Agreement • July 30th, 2009 • DineEquity, Inc • Patent owners & lessors • California

This Employment Agreement (“Agreement”) is dated as of June 22, 2009 by and between DineEquity, Inc. f/k/a IHOP Corp., a Delaware corporation (the “Company”), and Jean Birch (the “Executive”).

RECITAL
Letter Agreement • July 29th, 1999 • Ihop Corp • Patent owners & lessors
DINEEQUITY, INC. 2011 STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT
2011 Stock Incentive Plan Restricted Stock Award Agreement • October 29th, 2015 • DineEquity, Inc • Retail-eating places • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is entered into as of ___________ (the “Date of Grant”), by and between DINEEQUITY, INC., a Delaware corporation (the “Company”), and ___________ (the “Participant”).

DINE BRANDS GLOBAL, INC. 2019 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT
2019 Stock Incentive Plan Restricted Stock Unit Award Agreement • July 31st, 2019 • Dine Brands Global, Inc. • Retail-eating places • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (“Agreement”) is entered into as of ___________ by and between DINE BRANDS GLOBAL, INC., a Delaware corporation (the “Company”) and ____________, an employee of the Company (the “Participant”).

DINE BRANDS GLOBAL, INC. 2016 STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • May 2nd, 2018 • Dine Brands Global, Inc. • Retail-eating places • Delaware

THIS NONQUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) is entered into as of ___________ (the “Date of Grant”), by and between DINE BRANDS GLOBAL, INC. (formerly, DineEquity, Inc.), a Delaware corporation (the “Company”), and ___________ (the “Optionee”).

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EMPLOYMENT AGREEMENT
Employment Agreement • March 28th, 2003 • Ihop Corp • Patent owners & lessors • California

This Employment Agreement (the “Agreement”) is entered into as of the 17th day of March, 1997 (the “Effective Date”), between IHOP CORP., a Delaware corporation (the “Company”), and Richard C. Celio (the “Employee”).

DINE BRANDS GLOBAL, INC. 2016 STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT
2016 Stock Incentive Plan Nonqualified Stock Option Agreement • February 21st, 2019 • Dine Brands Global, Inc. • Retail-eating places • Delaware

THIS NONQUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) is entered into as of ___________ (the “Date of Grant”), by and between DINE BRANDS GLOBAL, INC. (formerly, DineEquity, Inc.), a Delaware corporation (the “Company”), and ___________ (the “Optionee”).

DINE BRANDS GLOBAL, INC. 2016 STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Agreement • May 2nd, 2018 • Dine Brands Global, Inc. • Retail-eating places • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is entered into as of ___________ (the “Date of Grant”), by and between DINE BRANDS GLOBAL, INC., a Delaware corporation (the “Company”), and ___________ (the “Participant”).

DINEEQUITY, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • March 1st, 2012 • DineEquity, Inc • Patent owners & lessors • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (“Agreement”) is entered into as of ___________ by and between DINEEQUITY, INC., a Delaware corporation (the “Company”) and ____________, an employee of the Company (the “Participant”).

DINEEQUITY, INC. PERFORMANCE SHARES AWARD AGREEMENT
Performance Shares Award Agreement • March 1st, 2012 • DineEquity, Inc • Patent owners & lessors • Delaware

THIS PERFORMANCE SHARES AWARD AGREEMENT (the “Agreement”) is entered into as of ___________, by and between DINEEQUITY, INC., a Delaware corporation (the “Company”), and ___________, an employee of the Company (the “Participant”).

DINE BRANDS GLOBAL, INC. 2019 STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT
2019 Stock Incentive Plan Nonqualified Stock Option Agreement • May 5th, 2021 • Dine Brands Global, Inc. • Retail-eating places • Delaware

THIS NONQUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) is entered into as of January 4, 2021 (the “Date of Grant”), by and between DINE BRANDS GLOBAL, INC., a Delaware corporation (the “Company”), and John W. Peyton (the “Optionee”).

DINE BRANDS GLOBAL, INC. 2016 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT
2016 Stock Incentive Plan Restricted Stock Unit Award Agreement • February 21st, 2019 • Dine Brands Global, Inc. • Retail-eating places • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (“Agreement”) is entered into as of _________ (the “Date of Grant”), by and between DINE BRANDS GLOBAL, INC. (formerly, DineEquity, Inc.), a Delaware corporation (the “Company”) and __________, a Non-Employee Director of the Company (the “Participant”).

DINEEQUITY, INC. 2016 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT
2016 Stock Incentive Plan Restricted Stock Unit Award Agreement • November 9th, 2017 • DineEquity, Inc • Retail-eating places • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (“Agreement”) is entered into as of September 12, 2017 by and between DINEEQUITY, INC., a Delaware corporation (the “Company”) and STEPHEN P. JOYCE, an employee of the Company (the “Participant”).

CLASS A-1 NOTE PURCHASE AGREEMENT (SERIES 2019-1 CLASS A-1 NOTES) dated as of June 5, 2019 among APPLEBEE’S FUNDING LLC and IHOP FUNDING LLC, each as a Co- Issuer, APPLEBEE’S SPV GUARANTOR LLC, IHOP SPV GUARANTOR LLC, APPLEBEE’S RESTAURANTS LLC, IHOP...
Note Purchase Agreement • June 5th, 2019 • Dine Brands Global, Inc. • Retail-eating places • New York

THIS CLASS A-1 NOTE PURCHASE AGREEMENT, dated as of June 5, 2019 (as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made by and among:

DINEEQUITY, INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • March 1st, 2012 • DineEquity, Inc • Patent owners & lessors • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is entered into as of ___________ (the “Date of Grant”), by and between DINEEQUITY, INC., a Delaware corporation (the “Company”), and ___________ (the “Participant”).

GUARANTY AND COLLATERAL AGREEMENT (APPLEBEE’S FRANCHISING LLC)
Guaranty and Collateral Agreement • February 28th, 2008 • Ihop Corp • Patent owners & lessors • New York

This Agreement constitutes the entire and full agreement of the parties with respect to the subject matter hereof. Capitalized terms used but not defined herein are defined in (or incorporated by reference into) the Base Indenture (the “Base Indenture”), dated as of the date hereof, by and among APPLEBEE’S RESTAURANTS NORTH LLC, a Delaware limited liability company, APPLEBEE’S RESTAURANTS MID-ATLANTIC LLC, a Delaware limited liability company, APPLEBEE’S RESTAURANTS WEST LLC, a Delaware limited liability company, APPLEBEE’S RESTAURANTS VERMONT, INC., a Vermont corporation, APPLEBEE’S RESTAURANTS TEXAS LLC, a Texas limited liability company, APPLEBEE’S RESTAURANTS INC., a Kansas corporation, APPLEBEE’S RESTAURANTS KANSAS LLC, a Kansas limited liability company (collectively, the “Restaurant Holders”), the Master Issuer, APPLEBEE’S IP LLC, a Delaware limited liability company (the “IP Holder”) (each of the Master Issuer, the IP Holder and the Restaurant Holders is a “Co-Issuer” and are,

APPLEBEE’S FUNDING LLC and IHOP FUNDING LLC, each as Co-Issuer and CITIBANK, N.A., as Trustee and Securities Intermediary BASE INDENTURE Dated as of September 30, 2014, Amended and Restated as of June 5, 2019
Dine Brands Global, Inc. • June 5th, 2019 • Retail-eating places • New York

BASE INDENTURE, dated as of September 30, 2014, and amended and restated as of June 5, 2019, by and among APPLEBEE’S FUNDING LLC, a Delaware limited liability company (“Applebee’s Issuer”), IHOP FUNDING LLC, a Delaware limited liability company (“IHOP Issuer” and together with Applebee’s Issuer, the “Co-Issuers” and each, a “Co-Issuer”), and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”), and as securities intermediary.

DINE BRANDS GLOBAL, INC. 2016 STOCK INCENTIVE PLAN PERFORMANCE SHARES AWARD AGREEMENT
Shares Agreement • May 2nd, 2018 • Dine Brands Global, Inc. • Retail-eating places • Delaware

THIS PERFORMANCE SHARES AWARD AGREEMENT (the “Agreement”) is entered into as of ___________, by and between DINE BRANDS GLOBAL, INC. (formerly, DineEquity, Inc.), a Delaware corporation (the “Company”), and ___________, an employee of the Company (the “Participant”).

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