8-K

UNITED STATES

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): November 30, 2012

DUNKIN’ BRANDS GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-35258	20-4145825
(Commission File Number)	(IRS Employer Identification Number)

130 Royall Street

Canton, Massachusetts 02021

(Address of registrant’s principal executive office)

(781) 737-3000

(Registrant’s telephone number)

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers and Other Events.

On November 30, 2012, Dunkin’ Brands Group, Inc. (the “Company”) and Nigel Travis, Chief Executive Officer, entered into an amendment (the “Amendment”) to his First Amended and Restated Executive Employment Agreement with the Company dated May 3, 2011 (the “Agreement”).

The Amendment modifies the method for calculating Mr. Travis’ annual payout under the Company’s Short Term Incentive Plan (the “Plan”) in circumstances where the Company exceeds its global EBITDA target under the Plan. Pursuant to the Amendment, under such circumstances Mr. Travis will now be entitled to receive a bonus under the Plan that is calculated in a manner consistent with how the bonus under the Plan is calculated for the majority of other senior executives of the Company.

A copy of the Amendment is filed herewith as Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1 Amendment #1 to First Amended Restated Executive Employment Agreement between Dunkin’ Brands, Inc., Dunkin’ Brands Group, Inc. and Nigel Travis

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.

DUNKIN’ BRANDS GROUP, INC.
By:	/s/ Richard J. Emmett
	Richard J. Emmett
	Senior Vice President & General Counsel

Date: December 3, 2012

EX-10.1

Exhibit 10.1

AMENDMENT #1 TO FIRST AMENDED AND RESTATEDEXECUTIVE EMPLOYMENT AGREEMENT

This Amendment #1 to the First Amended and Restated Executive Employment Agreement is made and effective this 30^th day of November, 2012, by and between Dunkin’ Brands Group, Inc. (the “Company”), Dunkin’ Brands, Inc. (“DBI”) and Nigel Travis (the “Executive”).

WHEREAS, on May 3, 2011, the Company and DBI entered into the First Amended and Restated Executive Employment Agreement (the “Agreement”) with Executive regarding the terms and conditions of his employment with the Company and DBI;

WHEREAS, the parties have agreed to amend the Agreement with the terms below;

NOW, THEREFORE in consideration of the mutual covenants contained herein and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

A. The above recitals are true and correct and, with all the instruments referenced therein, are incorporated herein by reference.

B. The parties agree to amend the Agreement as follows:

1. Paragraph 4(b) of the Agreement shall be deleted in its entirety and replaced with the following:

(b) Incentive and Bonus Compensation. During the term hereof, the Executive shall be entitled to receive an annual bonus based on the achievement of a target set by the Board and based on the Company’s earnings before interest, taxes, depreciation, and amortization (“EBITDA”) for such year, as determined by the Company’s independent accountants. If targeted EBITDA is achieved, the Executive will receive a bonus of One Hundred Percent (100%) of Base Salary. If the targeted EBITDA is exceeded, the Executive will receive a bonus in excess of One Hundred Percent of Base Salary, which will be calculated in a manner consistent with how the bonus will be calculated for the majority of other senior executives of the Company. By way of example only and for purposes of clarity, if the Company exceeds targeted EBITDA in a given year thereby entitling the majority of senior executives to receive a bonus of One Hundred Twenty Percent of their respective targeted bonus amounts, the Executive will be entitled to a bonus in the amount of One Hundred Twenty Percent (120%) of Base Salary. If the targeted EBITDA is not achieved, the Compensation Committee of the Company’s Board of Directors shall determine what bonus, if any, the Executive shall receive, said determination to be made in its sole discretion and in a manner consistent with the same determination for the majority of other senior executives of the Company. For purposes of this section, the fiscal year shall mean the current fiscal year, even if the Company changes its fiscal year during the term hereof. Any bonus due hereunder shall be payable not later than two and one half months following the end of the fiscal year for which the bonus was earned.

2. In Paragraph 5(e), the second sentence shall be revised by replacing the phrase “payable ninety (90) days following such termination” with the phrase “payable sixty (60) days following such termination.”

All other terms of the Agreement shall remain in full force and effect.

1

IN WITNESS WHEREOF, each of the parties has executed this Amendment to the Agreement, in the case of the Company and DBI by their duly authorized officer, as of the day and year first above written.

EXECUTIVE	DUNKIN' BRANDS GROUP, INC.
/s/ Nigel Travis	By:	/s/ Richard J. Emmett
Nigel Travis		Name: Richard J. Emmett
		Title: Senior Vice President & General Counsel
	DUNKIN' BRANDS, INC.
	By:	/s/ Richard J. Emmett
		Name: Richard J. Emmett
		Title: Senior Vice President & General Counsel

[Signature Page to Amendment #1 to Employment Agreement]