X0303 4 2009-03-02 0 0000049754 DineEquity, Inc DIN 0001258293 CELIO RICHARD C 450 N. BRAND BOULEVARD - FLR 7 GLENDALE CA 91203 0 1 0 0 Vice President- Development Common Stock, $.01 par value 3285 I See Footnote Common Stock, $.01 par value 2009-03-02 4 M 0 2827 0 A 11208 D Options Common Stock 80833 D Restricted Stock 2009-03-02 4 M 0 4400 D 2009-03-01 Common Stock 4400 0 D Restricted Stock Common Stock 5000 D Restricted Stock Common Stock 4000 D Restricted Stock Common Stock 3750 D Performance Shares Common Stock 2000 D Performance Shares Common Stock 2000 D Shares held in the DineEquity, Inc. 401(k) plan. Employee stock options granted pursuant to DineEquity, Inc. 2001 Stock Incentive Plan. Release of restrictions on restricted stock granted on March 1, 2006. 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. Performance shares awarded under the DineEquity, Inc. 2001 Stock Incentive Plan. The award vests on January 1, 2009, 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. 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. Represents shares released by to Reporting Owner upon the lapsing of restrictions on the Restricted Stock awarded to Reporting Person on March 1, 2006 less 1,573 shares returned to Issuer to cover tax withholding. Richard C. Celio 2009-03-03