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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/21/19 Dominos Pizza Inc 10-K 12/30/18 98:14M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 946K
8: EX-10.39 Material Contract HTML 42K
9: EX-10.40 Material Contract HTML 42K
10: EX-10.41 Material Contract HTML 85K
11: EX-10.42 Material Contract HTML 93K
12: EX-10.66 Material Contract HTML 28K
13: EX-21.1 Subsidiaries List HTML 26K
14: EX-23.1 Consent of Experts or Counsel HTML 27K
15: EX-31.1 Certification -- §302 - SOA'02 HTML 34K
16: EX-31.2 Certification -- §302 - SOA'02 HTML 34K
17: EX-32.1 Certification -- §906 - SOA'02 HTML 29K
18: EX-32.2 Certification -- §906 - SOA'02 HTML 29K
19: R1 Document And Entity Information HTML 63K
20: R2 Consolidated Balance Sheets HTML 159K
21: R3 Consolidated Balance Sheets (Parenthetical) HTML 52K
22: R4 Consolidated Statements of Income HTML 92K
23: R5 Consolidated Statements of Comprehensive Income HTML 50K
24: R6 Consolidated Statements of Stockholders' Deficit HTML 104K
25: R7 Consolidated Statements of Cash Flows HTML 136K
26: R8 Description of Business and Summary of Significant HTML 327K
Accounting Policies
27: R9 Earnings per Share HTML 59K
28: R10 Fair Value Measurements HTML 127K
29: R11 Recapitalizations and Financing Arrangements HTML 203K
30: R12 Commitments and Contingencies HTML 88K
31: R13 Income Taxes HTML 255K
32: R14 Employee Benefits HTML 35K
33: R15 Financial Instruments with Off-Balance Sheet Risk HTML 33K
34: R16 Equity Incentive Plans HTML 219K
35: R17 Capital Structure HTML 52K
36: R18 Segment Information HTML 291K
37: R19 Sale and Closure of Company-Owned Stores HTML 34K
38: R20 Periodic Financial Data (Unaudited; in Thousands, HTML 154K
except Per Share Amounts)
39: R21 Subsequent Events HTML 33K
40: R22 Schedule I - Condensed Financial Information of HTML 265K
the Registrant
41: R23 Schedule Ii - Valuation and Qualifying Accounts HTML 64K
42: R24 Description of Business and Summary of Significant HTML 404K
Accounting Policies (Policies)
43: R25 Description of Business and Summary of Significant HTML 242K
Accounting Policies (Tables)
44: R26 Earnings per Share (Tables) HTML 57K
45: R27 Fair Value Measurements (Tables) HTML 120K
46: R28 Recapitalizations and Financing Arrangements HTML 162K
(Tables)
47: R29 Commitments and Contingencies (Tables) HTML 130K
48: R30 Income Taxes (Tables) HTML 254K
49: R31 Employee Benefits (Tables) HTML 206K
50: R32 Capital Structure (Tables) HTML 45K
51: R33 Segment Information (Tables) HTML 296K
52: R34 Periodic Financial Data (Unaudited; in Thousands, HTML 152K
except Per Share Amounts) (Tables)
53: R35 Description of Business and Summary of Significant HTML 269K
Accounting Policies - Additional Information
(Detail)
54: R36 Inventories (Detail) HTML 36K
55: R37 Estimated Useful Lives of Property Plant and HTML 39K
Equipment Excluding Capital Lease Asset (Detail)
56: R38 Schedule of Contract Liabilities Consist of HTML 36K
Deferred Franchise Fees and Deferred Development
Fees (Detail)
57: R39 New Accounting Pronouncements - Cumulative Effects HTML 63K
of Changes Made to Consolidated Balance Sheet
(Detail)
58: R40 New Accounting Pronouncements - Impact of Adoption HTML 125K
on Company's Condensed Consolidated Statement of
Income and Condensed Consolidated Balance Sheet
(Detail)
59: R41 Earnings Per Share (Detail) HTML 53K
60: R42 Earnings Per Share - Additional Information HTML 37K
(Detail)
61: R43 Carrying Amounts and Fair Values of Certain Assets HTML 48K
(Detail)
62: R44 Recapitalizations and Financing Arrangements - HTML 225K
Additional Information (Detail)
63: R45 Consolidated Long-Term Debt (Detail) HTML 64K
64: R46 Maturities of Long-Term Debt and Capital Lease HTML 47K
Obligations (Detail)
65: R47 Schedule of Estimated Fair Value (Detail) HTML 49K
66: R48 Future Minimum Rental Commitments for All HTML 83K
Non-Cancelable Leases (Detail)
67: R49 Commitments and Contingencies - Additional HTML 46K
Information (Detail)
68: R50 Income Before Provision for Income Taxes (Detail) HTML 35K
69: R51 Differences Between Statutory Income Tax Provision HTML 54K
and Consolidated Provision for Income Taxes
(Detail)
70: R52 Income Taxes - Additional Information (Detail) HTML 48K
71: R53 Components of Consolidated Provision for Income HTML 54K
Taxes (Detail)
72: R54 Significant Components of Net Deferred Income HTML 61K
Taxes (Detail)
73: R55 Unrecognized Tax Benefits (Detail) HTML 41K
74: R56 Employee Benefits - Additional Information HTML 67K
(Detail)
75: R57 Financial Instruments With Off-Balance Sheet Risk HTML 32K
- Additional Information (Detail)
76: R58 Equity Incentive Plans - Additional Information HTML 89K
(Detail)
77: R59 Stock Options Activity Related to Equity Incentive HTML 68K
Plans (Detail)
78: R60 Stock Options Valuation Assumptions (Detail) HTML 41K
79: R61 Restricted Stock and Performance-Based Restricted HTML 53K
Stock Activity Related to Equity Incentive Plans
(Detail)
80: R62 Capital Structure - Additional Information HTML 79K
(Detail)
81: R63 Share Components of Outstanding Common Stock HTML 34K
(Detail)
82: R64 Segment Information - Additional Information HTML 33K
(Detail)
83: R65 Financial Information by Operating Segment HTML 70K
(Detail)
84: R66 Reconciliation of Total Segment Income to HTML 51K
Consolidated Income Before Provision for Income
Taxes (Detail)
85: R67 Identifiable Asset Information (Detail) HTML 46K
86: R68 Goodwill (Detail) HTML 34K
87: R69 Sale and Closure of Company-Owned Stores - HTML 48K
Additional Information (Detail)
88: R70 Periodic Financial Data (Detail) HTML 60K
89: R71 Subsequent Events - Additional Information HTML 48K
(Detail)
90: R72 Parent Company Condensed Balance Sheets (Detail) HTML 74K
91: R73 Parent Company Condensed Balance Sheets HTML 47K
(Parenthetical) (Detail)
92: R74 Parent Company Condensed Statements of Income and HTML 85K
Comprehensive Income (Detail)
93: R75 Parent Company Condensed Statements of Cash Flows HTML 61K
(Detail)
94: R76 Condensed Financial Information of The Registrant HTML 36K
- Additional Information (Detail)
95: R77 Valuation And Qualifying Accounts (Detail) HTML 36K
97: XML IDEA XML File -- Filing Summary XML 168K
96: EXCEL IDEA Workbook of Financial Reports XLSX 112K
2: EX-101.INS XBRL Instance -- dpz-20181230 XML 4.99M
4: EX-101.CAL XBRL Calculations -- dpz-20181230_cal XML 232K
5: EX-101.DEF XBRL Definitions -- dpz-20181230_def XML 872K
6: EX-101.LAB XBRL Labels -- dpz-20181230_lab XML 1.65M
7: EX-101.PRE XBRL Presentations -- dpz-20181230_pre XML 1.30M
3: EX-101.SCH XBRL Schema -- dpz-20181230 XSD 246K
98: ZIP XBRL Zipped Folder -- 0001193125-19-046191-xbrl Zip 294K
| EX-10.39 |
Exhibit 10.39
EXECUTION COPY
SECOND ADDENDUM TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS SECOND ADDENDUM to the Amended and Restated Employment Agreement (the “Agreement”) that was effective as of January 1, 2008, as amended on February 25, 2010, among David A. Brandon (the “Executive”) and Domino’s Pizza, Inc. (the “Company”), Domino’s, Inc. (“DI”) and Domino’s Pizza LLC (“DPLLC” and together with DI, the “Principal Subsidiaries”) is executed among the Company, the Principal Subsidiaries and the Executive, and is effective as of December 29, 2018 (the “Addendum”).
Recitals
WHEREAS, the parties desire to amend certain obligations contained in the Employment Agreement as set forth herein;
NOW THEREFORE, in consideration of the premises and mutual agreements set forth herein, and in the Agreement, the parties hereto agree as follows.
Addendum
| 1. | The defined terms set forth in the Agreement and Recitals above are incorporated by reference in the Addendum. |
| 2. | A new Sub-Section 4.5.3 is added to the Agreement after Sub-Section 4.5.2 and shall read as follows: |
Notwithstanding Section 4.5.2 above, effective June 15, 2018, the Company’s obligation to provide the Health Benefit shall terminate and the Company shall instead provide to the Executive during his lifetime and to the Executive’s spouse during her lifetime an annual payment in an amount to be determined by the Company and based on the methodology described in Appendix A (each such annual payment, a “Payment”). For the avoidance of doubt, the Executive’s spouse will be entitled to receive a Payment only for so long as she is married to the Executive; provided, however, in the event that the Executive predeceases his spouse while they are married to each other, his spouse shall continue to receive a Payment for the remainder of her life. Each Payment shall be made in accordance with Appendix A. On a basis no less frequently than annually, the Company shall fund the Trust in an amount as is sufficient, in the Company’s discretion, to make the Payment contemplated by this Section 4.5.3 for the year following the year in which the Company makes such contribution to the trust. In the event that Executive or his spouse becomes eligible for health care coverage through another employer, the Payment for the Executive or his spouse, or both, as the case may be, shall cease until such time as the Executive or his
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spouse, or both, as the case may be, is no longer eligible for such other coverage. In addition to the Payments provided to the Executive and to the Executive’s spouse, for so long as Executive or his spouse receives a Payment hereunder, the Company shall make available to the Executive and the Executive’s spouse a Company resource to assist the Executive and the Executive’s spouse in reviewing, evaluating and securing health care coverage. Any benefit associated with the provision of such resource shall be taxable to the Executive or the Executive’s spouse, as applicable, on an annual basis. Alternatively, the Executive and/or the Executive’s spouse may secure a resource of his/her choosing to assist in reviewing, evaluating and securing health care coverage.
| 3. | Appendix A is hereby deleted in its entirety and replaced with the following: |
The Payment described in Section 4.5.3 of the Employment Agreement will be based on the annual cost of (a) Medicare supplemental coverage elected by the Executive, (b) individual market coverage (for clarification purposes, this shall include medical insurance coverage, prescription medicine coverage, dental insurance coverage, vision insurance coverage,) elected by the spouse, and once she becomes Medicare-eligible, the cost of her Medicare supplemental coverage, (c) the cost of the annual membership fee to join a physician group, described at times as “concierge medicine” or “membership medicine”, (d) seventy-five percent (75%) of the costs for medical and prescription drug expenses that are medically necessary but are excluded from coverage by the individual market plan or by Medicare (the Executive or Executive’s spouse shall pay twenty-five percent (25%) of such costs), and (e) the cost of any third-party resource retained by the Executive or the Executive’s spouse to assist them in reviewing, evaluating and securing such healthcare coverage and to manage payments and act as advocates on claims for the Executive and/or the Executive’s spouse; provided, that in no event shall the amount of the Payment by the Company exceed $150,000 per year, subject to the increase for inflation described below. Starting for calendar 2023, such $150,000 Payment limit shall be increased automatically by three percent (3%) once for every five (5) year period that the Payment is in effect for the Executive and/or the Executive’s Spouse.
By October 15th of each year, the Executive and/or his spouse shall notify the Company of the coverage they have elected for the following year or request the assistance of the Company resource in choosing such coverage. The Company will then make the payment
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of the Payment in two installments. The first installment, which will equal to the annual cost of the items described in subsections (a), (b), (c) and (e) above, will be made by February 1st of each year, provided that the Executive and/or his spouse have provided documentation of such expenses by January 10th of that year. If receipt of such documentation is delayed, the first installment of the Payment will be equally delayed. The second installment of the Payment will cover any expenses covered under subsection (d) above and will be paid by the Company on or before December 31st of each year provided that the Executive or spouse has delivered supporting documentation (including an Explanation of Benefits from Medicare or the individual market coverage) of such expenses on or before December 1st of that year. Again, if receipt of such documentation is delayed, the second installment of the Payment will be equally delayed. The Company will issue a Form 1099 to the Executive and/or spouse on an annual basis covering the Payment made during each calendar year.
Receipt of the Payment is not conditioned on the Executive and his spouse agreeing to use the Payment to purchase health insurance or certifying or substantiating that they have done so. The amount of the Payment for any year shall not affect the amount of the Payment for a subsequent year, and the right to payment of the Payment shall not be subject to liquidation or exchange for any other benefit.
| 4. | Any provisions in the Agreement not revised herein remain in full force and effect. |
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, this Agreement has been executed on behalf of the Company and the Principal Subsidiaries by their respective duly authorized representatives and by the Executive, as of the date first above written.
| THE COMPANY: | DOMINO’S PIZZA, INC. | |||||
| By: | /s/ Richard E. Allison, Jr. | |||||
| Name: Richard E. Allison, Jr. | ||||||
| Title: Chief Executive Officer | ||||||
| PRINCIPAL SUBSIDIARIES: | DOMINO’S, INC. | |||||
| By: | /s/ Richard E. Allison, Jr. | |||||
| Name: Richard E. Allison, Jr. | ||||||
| Title: Chief Executive Officer | ||||||
| DOMINO’S PIZZA LLC | ||||||
| By: | /s/ Richard E. Allison, Jr. | |||||
| Name: Richard E. Allison, Jr. | ||||||
| Title: Chief Executive Officer | ||||||
| THE EXECUTIVE: | /s/ David A. Brandon | |||||
| Name: David A. Brandon | ||||||
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/21/19 | 8-K | ||
| For Period end: | 12/30/18 | |||
| 12/29/18 | ||||
| 6/15/18 | ||||
| 2/25/10 | 4, 8-K | |||
| 1/1/08 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/26/24 Domino’s Pizza, Inc. 10-K 12/31/23 95:15M Donnelley … Solutions/FA 2/23/23 Domino’s Pizza, Inc. 10-K 1/01/23 97:19M Donnelley … Solutions/FA 3/01/22 Domino’s Pizza, Inc. 10-K 1/02/22 97:18M Donnelley … Solutions/FA 2/25/21 Domino’s Pizza, Inc. 10-K 1/03/21 96:10M Donnelley … Solutions/FA |