X0303 4 2009-03-06 0 0000049754 DineEquity, Inc DIN 0001072321 STEWART JULIA A 450 N. BRAND BOULEVARD - FLR 7 GLENDALE CA 91203 1 1 0 0 President and CEO Common Stock, $.01 par value 563 I See Footnote Common Stock, $.01 par value 34845 I Julia Stewart Trust Common Stock, $.01 par value 2009-03-06 4 M 0 5373 0 A 38621 D Options Common Stock 408000 D Restricted Stock Common Stock 33333 D Restricted Stock Common Stock 10000 D Restricted Stock Common Stock 18000 D Restricted Stock Common Stock 13500 D Performance Shares 2009-03-06 4 M 0 7500 D 2009-01-01 Common Stock 7500 0 D Performance Shares Common Stock 7500 D Shares held in the DineEquity, Inc. 401(k) plan. Employee stock options granted pursuant to DineEquity, Inc. 2001 Stock Incentive Plan. Grant of 50,000 shares of Restricted Stock pursuant to DineEquity, Inc.2001 Stock Incentive Plan. Restrictions on these shares will lapse on March 1, 2009, 2010 and 2011, provided that Reporting Person continues to serve as an officer of DineEquity, Inc. until such date. Grant of Restricted Stock pursuant to DineEquity, Inc.2001 Stock Incentive Plan. Restrictions on these shares will lapse on February 20, 2010, provided that Reporting Person continues to serve as an officer of DineEquity, Inc. until such date. Grant of Restricted Stock pursuant to DineEquity, Inc. 2001 Stock Incentive Plan. Restrictions on these shares will lapse on February 26, 2011, provided that Reporting Person continues to serve as an officer of DineEquity, Inc. until such date. Grant of Restricted Stock pursuant to DineEquity, Inc. 2001 Stock Incentive Plan. These shares vest after the closing date of the Applebee's acquisition in installments of 25% of shares after the 6 months, 25% of shares after the 12 months and 50% of shares after 24 months. As previously reported, the shares shown in Table II are the Performance Share award payable in stock pursuant to Long Term Incentive Plan, Cycle 3, as if the Performance Share Plan performance targets were met at the 100% payout level. Based on actual performance against the targets, the shares paid out under the plan are reflected in Table I and represent a payout at the achieved amount of 62.5% of the target level. Performance shares awarded under the DineEquity, Inc. 2001 Stock Incentive Plan. The award vests on January 1, 2010, for a percentage (0% to 150%) of the performance shares awarded based, in part, upon the Issuer's total shareholder return compared to the total shareholder return of a selected peer group and, in part, on the Issuer's generation of aggregate net cash flow from operations, as compared to pre-determined targets. Performance shares are payable one-half in cash and one-half in shares of the Issuer's Common Stock. The amount set forth in Column 5 represents the one-half portion of the award payable in shares of the Issuer's common stock as if a target level of 100% were achieved. The ultimate payout of shares will be based on the actual target level achieved and can range from 0 to 150% of this amount. by Mark Weisberger as attorney-in-fact for Julia A. Stewart 2009-03-09