SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest
event reported) May 17, 2006
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APPLEBEE'S INTERNATIONAL, INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 000-17962 43-1461763
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4551 W. 107th Street, Overland Park, Kansas 66207
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(Address of principal executive offices) (Zip Code)
(913) 967-4000
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(Registrant's telephone number, including area code)
None
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act 17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On May 17, 2006, Applebee's International, Inc. (the "Company")
announced the resignation of John C. Cywinski, Executive Vice President and
Chief Marketing Officer as of July 31, 2006 (the "Resignation Date").
In connection with Mr. Cywinski's resignation, the Company and he
entered into a Separation Agreement, Release and Waiver (the "Agreement"). Under
the terms of the Agreement, Mr. Cywinski will receive his normal salary through
the Resignation Date and will be entitled to use any earned but unused vacation
prior to the Resignation Date. Subsequent to the Resignation Date, no additional
vacation will be paid and eligibility to participate in any employee benefit
plans will be governed by the terms and provisions of those plans.
The Agreement provides for the following separation benefits if Mr.
Cywinski complies with the other terms of the Agreement:
1. Mr. Cywinski will be offered a Consulting Agreement (the "Consulting
Agreement") in the form attached to the Agreement, pursuant to which he
will consult with the Company for a period of approximately 12 weeks,
ending October 20, 2006, in exchange for a consulting fee equal to 12
weeks of his base salary as of the date of the Agreement, and
reimbursement of actual and reasonable expenses.
2. Upon expiration of the Consulting Agreement and receipt by the Company
of a notice that he remains unemployed, Mr. Cywinski will be eligible
to receive separation pay in an amount equal to his base salary minus
normal withholdings and deductions for an additional period of 30 weeks
or until he becomes employed, whichever occurs first. Failure to
provide notice of employment will obligate him to repay any separation
pay and COBRA premiums received after the date of employment.
3. If Mr. Cywinski elects to continue health benefit coverage under COBRA
following the Resignation Date, the Company will pay a portion of such
COBRA premiums so that his portion of the premium is no greater than
his current employee premium.
4. If on the Resignation Date, Mr. Cywinski signs and does not revoke a
Post-Resignation Release and Waiver in the form attached to the
Agreement, he will be eligible to receive a bonus, to be paid on March
1, 2007 (or such other date that 2006 bonuses are paid to officers of
the Company) equal to but no greater than 5/12 of his current 2006
bonus target.
In exchange for the Agreement and separation benefits, Mr. Cywinski
agrees (1) to release the Company from any and all claims and causes of action
which he may have prior to the execution of the Agreement; (2) not to disparage
the Company or its employees; (3) protect all confidential information of the
Company from disclosure; (4) for a period of 12 months following the Resignation
Date, not to compete with the Company in any manner with respect to certain
designated restaurant companies and casual dining concepts as set forth in the
Agreement; and (5) not to employ, solicit or recruit any employee of the Company
for a period of 12 months following the Resignation Date.
A breach of any provision of the Agreement by Mr. Cywinski shall
entitle the Company to stop any future payments and recover any previous
separation benefits paid. If Mr. Cywinski revokes the Agreement within the time
specified in the Agreement, he will not be entitled to receive any of the
separation benefits and must repay any separation benefits already received.
The Post-Resignation Release and Waiver to be signed on the Resignation
Date provides an additional release of the Company from any claims Mr. Cywinski
may have prior to the execution of that release.
The Consulting Agreement, which is attached to the Agreement and will
be offered to Mr. Cywinski upon resignation, provides that he will provide
services to the Company relating to marketing, advertising, menu, guest traffic
and related matters, on an as needed basis. As compensation for these services
he will receive a total fee of $95,331, payable in equal bi-weekly installments.
He will also be reimbursed for all actual and reasonable expenses. The Agreement
will terminate on October 20, 2006. The Consulting Agreement also provides for
certain indemnification and confidentiality obligations of Mr. Cywinski with
respect to performance of his services for the Company.
The foregoing summary is qualified in its entirety by reference to the
Agreement, which is attached as Exhibit 10.1 hereto and incorporated herein by
reference. The Company's press release announcing the resignation of Mr.
Cywinski is attached as Exhibit 99.1 hereto and incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Separation Agreement, Release and Waiver dated May 17, 2006.
99.1 Press release dated May 17, 2006
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 18, 2006
APPLEBEE'S INTERNATIONAL, INC.
By: /s/ Steven K. Lumpkin
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Steven K. Lumpkin
Executive Vice President and
Chief Financial Officer
Exhibit Index
Exhibit Number Description
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10.1 Separation Agreement, Release and Waiver dated May 17, 2006
99.1 Press release dated May 17, 2006