Exhibit 10.16
Form of Employment Agreement and Schedule of Material Differences
for the Executive Officers of the Company
EMPLOYMENT AGREEMENT
This Agreement is entered into effective as of the ______ day of
__________, 1996, by and between __________ (the "Corporation"), a ___________
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 Sonic Corp.; 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 of Sonic Corp. 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 _______ year from the date hereof (the "Initial Term").
1.2 EXTENSION OF INITIAL TERM. Upon each __________ 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 __________ 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 a __________automobile for business
and personal use (or a different make automobile with a comparable initial
retail value) or a cash car allowance of $__________ 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.
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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,
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in connection with Employee's employment by the Corporation, of an illegal act
or any act (though 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 _____
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 _____ 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 _____ 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
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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, 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
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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 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 Sonic Corp. in which Sonic Corp.
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 Sonic Corp. in which the holders of
Sonic Corp.'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 Sonic Corp. approve any plan or proposal for
the liquidation or dissolution of Sonic Corp.;
(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 Sonic Corp.'s outstanding capital stock;
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(e) During any period of two consecutive years, individuals who at
the beginning of that period constitute the entire Board of Directors of
Sonic Corp. cease for any reason to constitute a majority of the Board of
Directors unless the election or the nomination for election by Sonic
Corp.'s stockholders of each 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) Sonic Corp. 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.
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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 Sonic Corp. 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 Sonic Corp. and its subsidiaries, consisting of: (1)
confidential financial information regarding Sonic Corp. 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 Sonic Corp. 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 Sonic Corp. 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
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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.
9.2 RESOLUTION OF DISPUTES. The following provisions shall apply to any
controversy between the Employee and Sonic Corp. and its subsidiaries and the
Employee (including any director, officer, employee, agent or affiliate of Sonic
Corp. 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
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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 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 Sonic Corp. 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 Sonic Corp. or its subsidiaries, including (without
limitation) the right of Sonic Corp. or its subsidiaries to apply to
any court of competent jurisdiction for appropriate injunctive relief
for the infringement of the rights of Sonic Corp. 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.
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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.
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:
----------------------------------------
By:
-------------------------------------
(Vice) President
Attest:
------------------------------
(Assistant) Secretary
The Employee:
----------------------------------------
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SCHEDULE OF MATERIAL DIFFERENCES FOR THE EXECUTIVE OFFICERS OF THE COMPANY
PART I
TERM OF
OFFICER TITLE CONTRACTING CORPORATION AGREEMENT
------- ----- ----------------------- ---------
X.X. Xxxxxx President and CEO Sonic Corp. two years
X.X. Xxxxxxxxx Senior Vice President and Chief Sonic Corp. one year
Financial Officer
X. Xxxxxx President Sonic Industries Inc. one year
X. Xxxxxxx President Sonic Restaurants, Inc. one year
X. Xxxxx Senior Vice President of Marketing Sonic Corp. one year
and Brand Development
X. Xxxxxxx Vice President, Secretary and Sonic Corp. one year
General Counsel
X. Xxxxx Vice President of Administration Sonic Corp. one year
and Corporate Human Resources
X. Xxxxxx Vice President of Corporate Development Sonic Restaurants, Inc. one year
X. Xxxxx Vice President of Franchise Sonic Industries Inc. one year
Development
X. XxXxxx Treasurer Sonic Corp. one year
X. Xxxxx Vice President of Operations Services Sonic Restaurants, 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 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 SECTION SECTION SECTION
OFFICER SALARY AUTOMOBILE ALLOWANCE 5.5 5.6 5.7
------- ------ ---------- --------- --- --- ---
X.X. Xxxxxx $250,000 Full-size $1,000 Two Years Two Years One and
Luxury One-half
X.X. Xxxxxxxxx $155,000 Luxury $850 One Year One Year Two
X. Xxxxxx $187,000 Full-size $1,000 One Year One Year Two
Luxury
X. Xxxxxxx $170,000 Full-size $1,000 One Year One Year Two
Luxury
X. Xxxxx $120,000 Luxury $850 One Year One Year Two
X. Xxxxxxx $140,000 Luxury $850 One Year One Year Two
X. Xxxxx $75,000 Luxury $850 Six Months Six Months Two
X. Xxxxxx $95,000 Luxury $850 Six Months Six Months Two
X. Xxxxx $100,000 Luxury $850 Six Months Six Months Two
X. XxXxxx $95,004 Luxury $850 Six Months Six Months Two
X. Xxxxx $100,000 Luxury $850 Six Months Six Months Two
X. Xxxxxx $110,000 Luxury $850 Six Months Six Months Two
W. Van Sciver $111,456 Luxury $850 Six Months Six Months Two
X. Xxxxxxx $60,000 Luxury $850 Six Months Six Months Two
X. Xxxxx $101,760 Luxury $850 Six Months Six Months Two
