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-97-
3. Exhibits:
Exhibit
Number Exhibit Title
3.1 Form of Second Restated Certificate of Incorporation of Dunkin’ Brands Group, Inc. (incorporated by
reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, File No. 333-173898, as
amended on July 11, 2011)
3.2 Form of Second Amended and Restated Bylaws of Dunkin’ Brands Group, Inc. (incorporated by reference to
Exhibit 3.2 to the Company’s Registration Statement on Form S-1, File No. 333-173898, as amended on July
11, 2011)
4.2 Specimen Common Stock certificate of Dunkin’ Brands Group, Inc. (incorporated by reference to Exhibit
4.6 to the Company’s Registration Statement on Form S-1, File No. 333-173898, as amended on July 11,
2011)
10.1* Dunkin’ Brands Group, Inc. (f/k/a Dunkin’ Brands Group Holdings, Inc.) Amended and Restated 2006
Executive Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Registration
Statement on Form S-1, File No. 333-173898, filed with the SEC on May 4, 2011)
10.2* Form of Option Award under 2006 Executive Incentive Plan (incorporated by reference to Exhibit 10.2 to
the Company’s Registration Statement on Form S-1, File No. 333-173898, filed with the SEC on May 4,
2011)
10.3* Form of Restricted Stock Award under 2006 Executive Incentive Plan (incorporated by reference to Exhibit
10.3 to the Company’s Registration Statement on Form S-1, File No. 333-173898, filed with the SEC on
May 4, 2011)
10.4* Dunkin’ Brands Group, Inc. Amended & Restated 2011 Omnibus Long-Term Incentive Plan
10.5* Form of Amended Option Award under 2011 Omnibus Long-Term Incentive Plan
10.6* Form of Amended Restricted Stock Unit Award under 2011 Omnibus Long-Term Incentive Plan
10.7* Dunkin’ Brands Group, Inc. Annual Incentive Plan
10.8* Amended and Restated Dunkin’ Brands, Inc. Non-Qualified Deferred Compensation Plan (incorporated by
reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1, File No. 333-173898, filed
with the SEC on May 4, 2011)
10.9* Amended and Restated Executive Employment Agreement among Dunkin’ Brands, Inc., Dunkin’ Brands
Group, Inc. (f/k/a Dunkin’ Brands Group Holdings, Inc.), and Jon Luther, dated as of December 31, 2008
(incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1, File No.
333-173898, filed with the SEC on May 4, 2011)
10.10* Transition Agreement of Jon Luther, dated as of June 30, 2010 (incorporated by reference to Exhibit 10.9 to
the Company’s Registration Statement on Form S-1, File No. 333-173898, filed with the SEC on May 4,
2011)
10.11* First Amended and Restated Executive Employment Agreement between Dunkin’ Brands, Inc., Dunkin’
Brands Group, Inc. and Nigel Travis (incorporated by reference to Exhibit 10.10 to the Company’s
Registration Statement on Form S-1, File No. 333-173898, filed with the SEC on May 4, 2011)
10.12* Amendment No. 1 to First Amended and Restated Executive Employment Agreement between Dunkin’
Brands, Inc., Dunkin’ Brands Group, Inc. and Nigel Travis (incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K, File No. 001-35258, filed with the SEC on December 3, 2012)
10.13* Offer Letter to Neil Moses dated September 27, 2010 (incorporated by reference to Exhibit 10.13to the
Company’s Registration Statement on Form S-1, File No. 333-173898, filed with the SEC on May 4, 2011)
10.14* Separation Agreement with Neil Moses dated November 13, 2012
10.15* Offer Letter to John Costello dated September 30, 2009 (incorporated by reference to Exhibit 10.15 to the
Company’s Registration Statement on Form S-1, File No. 333-173898, filed with the SEC on May 4, 2011)
10.16* Form of amendment to Offer Letters (incorporated by reference to Exhibit 10.16(a) to the Company’s
Registration Statement on Form S-1, File No. 333-173898, as amended on July 11, 2011)
10.17* Offer Letter to Ginger Gregory dated March 6, 2012
10.18* Offer Letter to Giorgio Minardi dated February 1, 2012