Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain Officers.
On February 17, 2022, Dine Brands Global, Inc. (the “Corporation”) and its President, Applebee’s Business Unit, John C. Cywinski, entered into an Employment Agreement (the “Cywinski Employment Agreement”), to replace the existing Employment Agreement, dated as of March 9, 2017, by and between the Corporation and Mr. Cywinski.
Per the terms of the Cywinski Employment Agreement, Mr. Cywinski will receive a compensation package consisting of the following: (1) an annual base salary of $750,000; (2) participation in the Corporation’s annual incentive plan with a target payout of 90% of base salary; and (3) participation in the Corporation’s long-term equity incentive award program, including a fiscal year 2022 grant with a value of $1,000,000. In addition, Mr. Cywinski will receive a one-time special grant of restricted stock having a grant date value of $1,000,000. This special grant of restricted stock will vest in full on the third anniversary of the grant date, assuming Mr. Cywinski remains continuously employed by the Corporation through such vesting date. Mr. Cywinski will also be entitled to participate in standard health and other benefit plans and perquisites that may be extended generally to the most senior executive officers of the Corporation. The term of the Cywinski Employment Agreement commences on March 9, 2022 and expires three years after such date.
Also on February 17, 2022, the Corporation and its President, IHOP Business Unit, Jay D. Johns, entered into an Employment Agreement (the “Johns Employment Agreement” and, together with the Cywinski Employment Agreement, the “Employment Agreements”).
Per the terms of the Johns Employment Agreement, Mr. Johns will receive a compensation package consisting of the following: (1) an annual base salary of $750,000; (2) participation in the Corporation’s annual incentive plan with a target payout of 90% of base salary; and (3) participation in the Corporation’s long-term equity incentive award program, including a fiscal year 2022 grant with a value of $1,000,000. Mr. Johns will also be entitled to participate in standard health and other benefit plans and perquisites that may be extended generally to the most senior executive officers of the Corporation. The term of the Johns Employment Agreement commences on March 9, 2022 and expires three years after such date.
The foregoing descriptions of the Employment Agreements do not purport to be complete and are qualified in their entirety by reference to the complete text of the Cywinski Employment Agreement included as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and Johns Employment Agreement included as Exhibit 10.2 to this Current Report, which are incorporated by reference herein.
Other than the Employment Agreements, there are no arrangements or understandings between Mr. Cywinski or Mr. Johns and any other person pursuant to which either was appointed to his role with the Corporation. There are no family relationships, as defined in Item 401 of Regulation S-K, between Mr. Cywinski or Mr. Johns and any of the Corporation’s other executive officers or directors or persons nominated or chosen to become a director or executive officer. There are no transactions in which Mr. Cywinski or Mr. Johns have an interest requiring disclosure under Item 404(a) of Regulation S-K.
