EMPLOYMENT AGREEMENT
This Agreement is entered into effective as of the ______ day of
__________, 1996, by and between Sonic Corp. (the "Corporation"), a Delaware
corporation, and __________________ (the "Employee").
RECITALS
Whereas, the Employee is currently serving as the ______________________
of the Corporation and is an integral part of its management; and
Whereas, the Corporation's Board of Directors (the "Board") has
determined that it is appropriate to reinforce and encourage the continued
attention and dedication of certain key members of the Corporation's
management, including Employee, to their assigned duties without distraction
and potentially disturbing circumstances arising from the possibility of a
Change in Control (herein defined) of the Corporation; and
Whereas, the Corporation desires to continue the services of Employee,
whose experience, knowledge and abilities with respect to the business and
affairs of the Corporation are extremely valuable to the Corporation; and
Whereas, the Board on the _____ day of ______________, 19__, ratified
and approved this Agreement; and
Whereas, the parties hereto desire to enter into this Agreement setting
forth the terms and conditions of the continued employment relationship of
the Corporation and Employee.
Now, therefore, it is agreed as follows:
ARTICLE I
TERM OF EMPLOYMENT
1.1 TERM OF EMPLOYMENT. The Corporation shall employ Employee for a
period of one year from the date hereof (the "Initial Term").
1.2 EXTENSION OF INITIAL TERM. Upon each annual anniversary date of
this Agreement, this Agreement shall be extended automatically for successive
terms of one year each, unless either the Corporation or the Employee gives
contrary written notice to the other not later than the annual anniversary
date.
1.3 TERMINATION OF AGREEMENT AND EMPLOYMENT. The Corporation may
terminate this Agreement and the Employee's employment at any time effective
upon written notice to the Employee. The Corporation, in its sole discretion,
may terminate this Agreement without terminating the employment of the
Employee. The Employee may terminate this Agreement and
the Employee's employment only after at least 30 days' written notice to the
Corporation, unless otherwise agreed by the Corporation.
ARTICLE II
DUTIES OF THE EMPLOYEE
Employee shall serve as the ______________________ of the Corporation.
Employee shall do and perform all services, acts, or things necessary or
advisable to manage and conduct the business of the Corporation consistent
with such position subject to such policies and procedures as may be
established by the Board.
ARTICLE III
COMPENSATION
3.1 SALARY. For Employee's services to the Corporation as the
______________________, Employee shall be paid a salary at the annual rate of
$____________ (herein referred to as "Salary"), payable in twenty-four equal
installments on the first and fifteenth day of each month. On the first day
of each calendar year during the term of this Agreement with the Corporation,
Employee shall be eligible for an increase in Salary based on an evaluation
of Employee's performance during the past year with the Corporation. During
the term of this Agreement, the Salary of the Employee shall not be decreased
at any time from the Salary then in effect unless agreed to in writing by the
Employee.
3.2 BONUS. The Employee shall be entitled to participate in an
equitable manner with other officers of the Corporation in discretionary cash
bonuses as authorized by the Board.
ARTICLE IV
EMPLOYEE BENEFITS
4.1 USE OF AUTOMOBILE. The Corporation shall provide Employee, at the
option of Employee, with either the use of an Oldsmobile 88 automobile for
business and personal use (or a different make automobile with a comparable
initial retail value) or a cash car allowance of $850.00 per month. The
Corporation shall pay all expenses of operating, maintaining and repairing
the automobile and shall procure and maintain automobile liability insurance
in respect thereof, with such coverage insuring each Employee for bodily
injury and property damage.
4.2 MEDICAL, LIFE AND DISABILITY INSURANCE BENEFITS. The Corporation
shall provide Employee with medical, life and disability insurance benefits
in accordance with the established benefit policies of the Corporation.
4.3 WORKING FACILITIES. Employee shall be provided adequate office
space, secretarial assistance, and such other facilities and services
suitable to Employee's position and adequate for the performance of
Employee's duties.
2
4.4 BUSINESS EXPENSES. Employee shall be authorized to incur
reasonable expenses for promoting the business of the Corporation, including
expenses for entertainment, travel, and similar items. The Corporation shall
reimburse Employee for all such expenses upon the presentation by Employee,
from time to time, of an itemized account of such expenditures.
4.5 VACATIONS. Employee shall be entitled to an annual paid vacation
commensurate with the Corporation's established vacation policy for officers.
The timing of paid vacations shall be scheduled in a reasonable manner by the
Employee.
4.6 DISABILITY. Upon disability (as defined herein) of the Employee,
the Employee shall be entitled to receive an amount equal to 50% of
Employee's Salary (in addition to any disability insurance benefits received
pursuant to Section 4.2 herein), such amount being paid semi-monthly in
twelve equal installments.
4.7 TERM LIFE INSURANCE. The Corporation shall purchase term life
insurance on the life of the Employee having a face value of four times the
Employee's Salary (to be changed as salary adjustments are made) or the face
value of life insurance that can be purchased based upon the Employee's
health history with the Corporation paying the standard premium rate for term
insurance under its then current insurance program at the Employee's age and
assuming good health, whichever amount is lesser; provided further that, such
insurance can be obtained by the Corporation in a manner which meets the
requirements for deductibility by the Corporation under Section 79 of the
Internal Revenue Code of 1986, or as hereafter amended.
4.8 COMPENSATION DEFINED. Compensation shall be defined as all
monetary compensation and all benefits described in Articles III and IV
hereunder (as adjusted during the term hereof).
ARTICLE V
TERMINATION
5.1 DEATH. Employee's employment hereunder shall be terminated upon
the Employee's death.
5.2 DISABILITY. The Corporation may terminate Employee's employment
hereunder in the event Employee is disabled and such disability continues for
more than 180 days. Disability shall be defined as the inability of Employee
to render the services required of him, with or without a reasonable
accommodation, under this Agreement as a result of physical or mental
incapacity.
5.3 CAUSE.
(a) The Corporation may terminate Employee's employment hereunder for
cause. For the purpose of this Agreement, "Cause" shall mean (i) the willful
and intentional failure by Employee to substantially perform Employee's
duties hereunder, other than any failure resulting from Employee's incapacity
due to physical or mental incapacity, or (ii) commission by Employee, in
connection with Employee's employment by the Corporation, of an illegal act
or any act (though
3
not illegal) which is not in the ordinary course of the Employee's
responsibilities and exposes the Corporation to a significant level of undue
liability. For purposes of this paragraph, no act or failure to act on
Employee's part shall be considered to have met either of the preceding tests
unless done or omitted to be done by Employee not in good faith without a
reasonable belief that Employee's action or omission was in the best interest
of the Corporation.
(b) Notwithstanding the foregoing, Employee shall not be deemed to have
been terminated for cause unless and until there shall have been delivered to
Employee a copy of a resolution, duly adopted by the affirmative vote of not
less than two-thirds of the entire membership of the Board at a meeting held
within 30 days of such termination (after reasonable notice to Employee and
an opportunity for Employee to be heard by members of the Board) confirming
that Employee was guilty of the conduct set forth in this Section 5.3.
5.4 COMPENSATION UPON TERMINATION FOR CAUSE OR UPON RESIGNATION BY
EMPLOYEE. Except as otherwise set forth in Section 5.7 hereof, if Employee's
employment shall be terminated for Cause or if Employee shall resign
Employee's position with the Corporation, the Corporation shall pay
Employee's Compensation only through the last day of Employee's employment by
the Corporation. The Corporation shall then have no further obligation to
Employee under this Agreement.
5.5 COMPENSATION UPON TERMINATION OTHER THAN FOR CAUSE OR DISABILITY.
Except as otherwise set forth in Section 5.7 hereof, if the Company shall
terminate Employee's employment other than for Cause or Disability, the
Company shall continue to be obligated to pay Employee's Salary for a period
of one year, beginning on the date of termination, but shall not be obligated
to provide any other benefits described in Articles III and IV hereof, except
to the extent required by law.
5.6 COMPENSATION UPON NON-RENEWAL OF AGREEMENT. Except as otherwise
set forth in Section 5.7 hereof, if the Company shall give notice to Employee
in accordance with Section 1.2 hereof that this Agreement will not be renewed
but Employee's employment is not terminated, the Company shall continue to be
obligated to pay Employee's Compensation for a period of one year beginning
on the date notice of non-renewal is given.
5.7 TERMINATION OF EMPLOYEE OR RESIGNATION BY EMPLOYEE FOR GOOD REASON.
If at any time within the first twelve months subsequent to a Change in
Control, the Employee's employment with the Corporation is terminated other
than as provided for in Section 5.1, 5.2 or 5.3 hereof, or the Corporation
violates any provision of this Agreement or Employee shall resign Employee's
employment for Good Reason (as defined herein), the Corporation shall be
obligated to pay to Employee a lump sum payment upon the effective date of
such termination or resignation or breach (as determined in Employee's sole
discretion), in an amount equal to two times the Employee's compensation
payable under paragraph 5.5 above, but in no event to exceed an amount equal
to $1.00 less than three (3) times the mean average annual compensation paid
to Employee by the Corporation and any of its subsidiaries during the five
calendar years ending before the date on which the Change in Control occurred
(or if Employee was not employed for that entire five year period, then the
mean average annual compensation paid to employee during such shorter period,
4
with the Employee's compensation annualized for any calendar year during
which the employee was not employed for the entire calendar year); provided,
however, that if the lump-sum severance payment under this Section 5.7,
either alone or together with any other payments or compensation which
Employee has a right to receive from the Corporation, would constitute a
"parachute payment" (as defined in Section 280G (or any equivalent term
defined in any successor or equivalent provision) of the Internal Revenue
Code of 1986, as amended (the "Code")), then such lump-sum severance payment
shall be reduced to the largest amount as will result in no portion of the
lump-sum severance payment under this Section 5.7 being subject to the excise
tax imposed by Section 4999 (or any successor or equivalent provision) of the
Code. For the purpose of this Section 5.7, the Employee's annual
compensation from the Corporation and its subsidiaries for a given year shall
equal Employee's compensation as reflected on Employee's Form W-2 for that
year (unless the Employee was not employed for the entire calendar year, in
which case Employee's Form W-2 compensation for such year shall be
annualized). The determination of any reduction in lump-sum severance payment
under this Section 5.7 pursuant to the foregoing provision shall be
conclusive and binding on the Corporation. Notwithstanding any other
provision of this Section 5.7, Employee may elect to have the lump sum
severance payment hereunder paid in equal monthly installments over a period
not to exceed 12 consecutive months.
"Good Reason" shall mean any of the following which occur during the
term of this Agreement without Employee's express written consent:
In the Event of a Change in Control:
(a) the assignment to Employee of duties inconsistent with Employee's
position, office, duties, responsibilities and status with the Corporation
immediately prior to a Change in Control; or, a change in Employee's titles
or offices as in effect immediately prior to a Change in Control; or, any
removal of Employee from or any failure to reelect Employee to any such
position or office, except in connection with the termination of Employee's
employment by the Corporation for Disability or Cause or as a result of
Employee's death or by Employee other than for Good Reason as set forth in
this Section 5.7(a); OR
(b) a reduction by the Corporation in Employee's Salary as in effect
as of the date of this Agreement or as the same may be increased from
time-to-time during the term of this Agreement or the Corporation's failure
to increase (within twelve months of the Employee's last increase in
Salary) Employee's Salary after a Change in Control in an amount which at
least equals, on a percentage basis, the highest percentage increase in
salary for all officers of the Corporation or any parent or affiliated
company effected in the preceding twelve months; OR
(c) the failure of the Corporation to provide Employee with the same
fringe benefits (including, without limitation, life insurance plans,
medical or disability plans, retirement plans, incentive plans, stock
option plans, stock purchase plans, stock ownership plans, or bonus plans)
that were provided to Employee immediately prior to the Change in Control,
or with a package of fringe benefits
5
that, if one or more of such benefits varies from those in effect
immediately prior to such Change in Control, is in Employee's sole
judgment substantially comparable in all material respects to such fringe
benefits taken as a whole; OR
(d) relocation of the Corporation's principal executive offices to a
location outside of Oklahoma City, Oklahoma, or Employee's relocation to
any place other than the location at which Employee performed Employee's
duties prior to a Change in Control, except for required travel by Employee
on the Corporation's business to an extent substantially consistent with
Employee's business travel obligations at the time of the Change in
Control; OR
(e) any failure by the Corporation to provide Employee with the same
number of paid vacation days to which Employee is entitled at the time of
the Change in Control; OR
(f) the failure of a successor to the Corporation to assume the
obligation of this Agreement as set forth in Section 7.1 herein.
5.8. CHANGE IN CONTROL. For the purposes of this Agreement, the phrase
"change in control" shall mean any of the following events:
(a) Any consolidation or merger of the Corporation in which the
Corporation is not the continuing or surviving corporation or pursuant to
which shares of the Corporation's capital stock would convert into cash,
securities or other property, other than a merger of the Corporation in
which the holders of the Corporation's capital stock immediately prior to
the merger have the same proportionate ownership of capital stock of the
surviving corporation immediately after the merger;
(b) Any sale, lease, exchange or other transfer (whether in one
transaction or a series of related transactions) of all or substantially
all of the assets of the Corporation;
(c) The stockholders of the Corporation approve any plan or proposal
for the liquidation or dissolution of the Corporation;
(d) Any person (as used in Section 13(d) and 14(d)(2) of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"))
becomes the beneficial owner (within the meaning of Rule 13D-3 under the
Exchange Act) of 50% or more of the Corporation's outstanding capital
stock;
(e) During any period of two consecutive years, individuals who at
the beginning of that period constitute the entire Board of Directors of
the Corporation, cease for any reason to constitute a majority of the
Board of Directors unless the election or the nomination for election by
the Corporation's stockholders of each
6
new director received the approval of the Board of Directors by a vote of
at least two-thirds of the directors then and still in office and who
served as directors at the beginning of the period; or
(f) The Corporation becomes a subsidiary of any other corporation.
ARTICLE VI
OBLIGATION TO MITIGATE DAMAGES; NO EFFECT
ON OTHER CONTRACTUAL RIGHTS
6.1 MITIGATION. The Employee shall not have any obligation to mitigate
damages or the amount of any payment provided for under this Agreement by
seeking other employment or otherwise. However, all payments required under
the terms of this Agreement shall cease 30 days after the acceptance by the
Employee of employment by another employer; provided that, this limitation
shall not apply to payments due under paragraph 5.7, above.
6.2 OTHER CONTRACTUAL RIGHTS. The provisions of this Agreement, and
any payment provided for hereunder shall not reduce any amount otherwise
payable, or in any way diminish Employee's existing rights, or rights which
would accrue solely as a result of passage of time under any employee benefit
plan or other contract, plan or arrangement of which Employee is a
beneficiary or in which Employee participates.
ARTICLE VII
SUCCESSORS TO THE CORPORATION
7.1 ASSUMPTION. The Corporation will require any successor or assignee
(whether direct or indirect, by purchase, merger, consolidation or otherwise)
of all or substantially all of the business and/or assets of the Corporation,
by agreement in form and substance reasonably satisfactory to Employee, to
expressly, absolutely and unconditionally assume and agree to perform this
Agreement in the same manner and to the same extent that the Corporation
would be required to perform it if no such succession or assignment had taken
place. Any failure by the Corporation to obtain such agreement prior to the
effectiveness of any such succession or assignment shall be a material breach
of this Agreement.
7.2 EMPLOYEE'S SUCCESSORS AND ASSIGNS. This Agreement shall inure to
the benefit of and be enforceable by Employee's personal and legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If Employee should die while any amounts are still
payable to Employee hereunder, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement to
Employee's devisee, legatee or other designee or, if there is no such
designee, to Employee's estate.
7
ARTICLE VIII
RESTRICTIONS ON EMPLOYEE
8.1 CONFIDENTIAL INFORMATION. During the term of the Employee's
employment and for a period of twelve months thereafter, the Employee shall
not divulge or make accessible to any party any Confidential Information, as
defined below, of the Corporation or any of its subsidiaries, except to the
extent authorized in writing by the Corporation or otherwise required by law.
The phrase "Confidential Information" shall mean the unique, proprietary and
confidential information of the Corporation and its subsidiaries, consisting
of: (1) confidential financial information regarding the Corporation or its
subsidiaries, (2) confidential recipes for food products; (3) confidential
and copyrighted plans and specifications for interior and exterior signs,
designs, layouts and color schemes; (4) confidential methods, techniques,
formats, systems, specifications, procedures, information, trade secrets,
sales and marketing programs; (5) knowledge and experience regarding the
operation and franchising of Sonic drive-in restaurants; (6) the identities
and locations of Sonic's franchisees, Sonic drive-in restaurants, and
suppliers to Sonic's franchisees and drive-in restaurants; (7) knowledge,
financial information, and other information regarding the development of
franchised and company-store restaurants; (8) knowledge, financial
information, and other information regarding potential acquisitions and
dispositions; and (9) any other confidential business information of the
Corporation or any of its subsidiaries. The Employee shall give the
Corporation written notice of any circumstances in which Employee has actual
notice of any access, possession or use of the Confidential Information not
authorized by this Agreement.
8.2 RESTRICTIVE COVENANT. During the term of Employee's employment,
the Employee shall not engage in or have any interest, directly or
indirectly, in any business competing with the business being conducted by
the Corporation or any of its subsidiaries, without the Corporation's prior
written consent. For the six month period immediately following the
termination of Employee's employment, the Employee shall not engage in or
have any interest, directly or indirectly, in any fast food restaurant
business that has a menu similar to that of a Sonic drive-in restaurant (such
as hamburgers, hot dogs, onion rings and similar items customarily sold by
Sonic drive-in restaurants), or which has an appearance similar to that of a
Sonic drive-in restaurant (such as color pattern, use of canopies, use of
speakers and menu housings for ordering food, or other items that are
customarily used by a Sonic drive-in restaurant), and which operates such
restaurants within a three mile radius of any Sonic drive-in restaurant.
ARTICLE IX
MISCELLANEOUS
9.1 INDEMNIFICATION. To the full extent permitted by law, the Board
shall authorize the payment of expenses incurred by or shall satisfy
judgments or fines rendered or levied against Employee in any action brought
by a third-party against Employee (whether or not the Corporation is joined
as a party defendant) to impose any liability or penalty on Employee for any
act alleged to have been committed by Employee while employed by the
Corporation unless Employee was acting with gross negligence or willful
misconduct. Payments authorized hereunder shall include amounts paid and
expenses incurred in settling any such action or threatened action.
8
9.2 RESOLUTION OF DISPUTES. The following provisions shall apply to
any controversy between the Employee and the Corporation and its subsidiaries
and the Employee (including any director, officer, employee, agent or
affiliate of the Corporation and its subsidiaries) whether or not relating to
this Agreement.
(a) ARBITRATION. The parties shall resolve all controversies by
final and binding arbitration in accordance with the Rules for Commercial
Arbitration (the "Rules") of the American Arbitration Association in effect
at the time of the execution of this Agreement and pursuant to the
following additional provisions:
(1) APPLICABLE LAW. The Federal Arbitration Act (the "Federal
Act"), as supplemented by the Oklahoma Arbitration Act (to the extent
not inconsistent with the Federal Act), shall apply to the arbitration
and all procedural matters relating to the arbitration.
(2) SELECTION OF ARBITRATORS. The parties shall select one
arbitrator within 10 days after the filing of a demand and submission
in accordance with the Rules. If the parties fail to agree on an
arbitrator within that 10-day period or fail to agree to an extension
of that period, the arbitration shall take place before an arbitrator
selected in accordance with the Rules.
(3) LOCATION OF ARBITRATION. The arbitration shall take place
in Oklahoma City, Oklahoma, and the arbitrator shall issue any award
at the place of arbitration. The arbitrator may conduct hearings and
meetings at any other place agreeable to the parties or, upon the
motion of a party, determined by the arbitrator as necessary to obtain
significant testimony or evidence.
(4) DISCOVERY. The arbitrator shall have the power to authorize
all forms of discovery (including depositions, interrogatories and
document production) upon the showing of (a) a specific need for the
discovery, (b) that the discovery likely will lead to material
evidence needed to resolve the controversy, and (c) that the scope,
timing and cost of the discovery is not excessive.
(5) AUTHORITY OF ARBITRATOR. The arbitrator shall not have the
power (a) to alter, modify, amend, add to, or subtract from any term
or provision of this Agreement; (b) to rule upon or grant any
extension, renewal or continuance of this Agreement; or (c) to grant
interim injunctive relief prior to the award.
(6) ENFORCEMENT OF AWARD. The prevailing party shall have the
right to enter the award of the arbitrator in any court having
9
jurisdiction over one or more of the parties or their assets. The
parties specifically waive any right they may have to apply to any
court for relief from the provisions of this Agreement or from any
decision of the arbitrator made prior to the award.
(b) ATTORNEYS' FEES AND COSTS. The prevailing party to the
arbitration shall have the right to an award of its reasonable attorneys'
fees and costs (including the cost of the arbitrator) incurred after the
filing of the demand and submission. If the Corporation or any of its
subsidiaries prevails, the award shall include an amount for that portion
of the administrative overhead reasonably allocable to the time devoted by
the in-house legal staff of the Corporation or any subsidiary.
(c) EXCLUDED CONTROVERSIES. At the election of the Corporation or
its subsidiaries, the provisions of this Section 9.2 shall not apply to
any controversies relating to the enforcement of the covenant not to
compete or the use and protection of the trademarks, service marks,
tradenames, copyrights, patents, confidential information and trade secrets
of the Corporation or its subsidiaries, including (without limitation) the
right of the Corporation or its subsidiaries to apply to any court of
competent jurisdiction for appropriate injunctive relief for the
infringement of the rights of the Corporation or its subsidiaries.
(d) OTHER RIGHTS. The provisions of this Section 9.2 shall not
prevent the Corporation, its subsidiaries, or the Employee from exercising
any of their rights under this agreement, any other agreement, or under the
common law, including (without limitation) the right to terminate any
agreement between the parties or to end or change the party's legal
relationship.
9.3 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
of the parties with regard to the subject matter of this Agreement and
replaces and supersedes all other written and oral agreements and statements
of the parties relating to the subject matter of this Agreement.
9.4 NOTICES. Any notices required or permitted to be given under this
Agreement shall be sufficient if in writing and sent by mail to Employee's
residence, in the case of Employee, or to its principal office, in the case
of the Corporation.
9.5 WAIVER OF BREACH. The waiver by any party hereto of a breach of
any provision of this Agreement shall not operate or be construed as a waiver
of any subsequent breach by any party.
9.6 AMENDMENT. No amendment or modification of this Agreement shall be
deemed effective unless or until executed in writing by the parties hereto.
9.7 VALIDITY. This Agreement, having been executed and delivered in
the State of Oklahoma, its validity, interpretation, performance and
enforcement will be governed by the laws of that state.
10
9.8 SECTION HEADINGS. Section and other headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
9.9 COUNTERPART EXECUTION. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of
which together shall constitute but one and the same instrument.
9.10 EXCLUSIVITY. Specific arrangements referred to in this Agreement
are not intended to exclude Employee's participation in any other benefits
available to executive personnel generally or to preclude other compensation
or benefits as may be authorized by the Board from time to time.
9.11 PARTIAL INVALIDITY. If any provision in this Agreement is held by
a court of competent jurisdiction to be invalid, void, or unenforceable, the
remaining provisions shall nevertheless continue in full force without being
impaired or invalidated in any way.
In witness whereof, the Corporation has caused this Agreement to be
executed and its seal affixed hereto by its officers thereunto duly
authorized; and the Employee has executed this Agreement, as of the day and
year first above written.
The Corporation: Sonic Corp.
By:
---------------------------------
J. Xxxxxxxx Xxxxxx, President
Attest:
------------------------------
Xxxxxx X. Xxxxxxx, Secretary
The Employee:
--------------------------------------
--------------------
11
SCHEDULE OF MATERIAL DIFFERENCES FOR THE EXECUTIVE OFFICERS OF THE COMPANY
PART I
CONTRACTING TERM OF
OFFICER TITLE CORPORATION AGREEMENT
------- ----- ----------- ---------
X. X. Xxxxxx President and Chief Executive Officer Sonic Corp. Two Years
X. Xxxxxx President Sonic Industries Inc. One Year
X. Xxxxxxx President Sonic Restaurants, Inc. One Year
X. Xxxxx Senior Vice President of Marketing and Brand Development Sonic Corp. One Year
X. Xxxxxxx Vice President, General Counsel and Secretary Sonic Corp. One Year
X. X. XxXxxx Vice President of Finance, Chief Financial Officer and Treasurer Sonic Corp. One Year
X. Xxxxx Vice President of Administration and Corporate Human Resources Sonic Corp. One Year
X. Xxxxxxxx Vice President of Information Technology Sonic Corp. One Year
X. Xxxxx Vice President of Franchise Development Sonic Industries Inc. One Year
X. Xxxxxx Vice President of Purchasing Sonic Industries Inc. One Year
W. Van Sciver Vice President of Franchise Services Sonic Industries Inc. One Year
X. Xxxxxxx Vice President and Controller Sonic Corp. One Year
X. Xxxxx Vice President of Operations Sonic Restaurants, Inc. One Year
SCHEDULE OF MATERIAL DIFFERENCES FOR THE EXECUTIVE OFFICERS OF THE COMPANY
PART II
AUTOMOBILE
OFFICER SALARY AUTOMOBILE ALLOWANCE SECTION 5.5 SECTION 5.6 SECTION 5.7
------- ------ ---------- --------- ----------- ----------- -----------
X.X. Xxxxxx $275,000 Full-size Luxury $1,000 Two Years Two Years One and
One-half
X. Xxxxxx $190,000 Full-size Luxury $1,000 One Year One Year Two
X. Xxxxxxx $190,000 Full-size Luxury $1,000 One Year One Year Two
X. Xxxxx $150,000 Full-size $850 One Year One Year Two
X. Xxxxxxx $145,000 Full-size $850 One Year One Year Two
X. X. XxXxxx $125,000 Full-size $850 Six Months Six Months Two
X. Xxxxx $75,000 Full-size $850 Six Months Six Months Two
X. Xxxxxxxx $120,000 Full-size $850 Six Months Six Months Two
X. Xxxxx $100,000 Full-size $850 Six Months Six Months Two
X. Xxxxxx $110,000 Full-size $850 Six Months Six Months Two
W. Van Sciver $111,456 Full-size $850 Six Months Six Months Two
X. Xxxxxxx $60,000 Full-size $850 Six Months Six Months Two
X. Xxxxx $101,760 Full-size $850 Six Months Six Months Two
