LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes,
constitutes and appoints each of the Vice President of Finance and
Director of Finance of Frisch's Restaurants, Inc., each acting
individually, as the undersigned's true and lawful attorney-in-fact, with
full power and authority as hereinafter described on behalf of and in the
name, place and stead of the undersigned to:
(1) prepare, execute, acknowledge, deliver and file Forms 3,
4, and 5 (including any amendments thereto) with respect to the securities
of Frisch's Restaurants, Inc., an Ohio corporation (the "Company"), with
the United States Securities and Exchange Commission, any national
securities exchanges and the Company, as considered necessary or advisable
under Section 16(a) of the Securities Exchange Act of 1934 and the rules
and regulations promulgated thereunder, as amended from time to time
(the "Exchange Act");
(2) seek or obtain, as the undersigned's representative and
on the undersigned's behalf, information on transactions of the Company's
securities from any third party, including brokers, employee benefit plan
administrators and trustees, and the undersigned hereby authorizes any
such person to release any such information to the undersigned and
approves and ratifies any such release of information; and
(3) perform any and all other acts which in the discretion of such
attorney-in-fact are necessary or desirable for and on behalf of the
undersigned in connection with the foregoing.
The undersigned acknowledges that:
(1) this Power of Attorney authorizes, but does not require, each such
attorney-in-fact to act in their discretion on information provided to
such attorney-in-fact without independent verification of such information;
(2) any documents prepared and/or executed by either such
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney will be in such form and will contain such information and
disclosure as such attorney-in-fact, in his discretion, deems necessary
or desirable;
(3) neither the Company nor either of such attorneys-in-fact assumes
(i) any liability for the undersigned's responsibility to comply with
the requirement of the Exchange Act, (ii) any liability of the undersigned
for any failure to comply with such requirements, or (iii) any obligation
or liability of the undersigned for profit disgorgement under Section
16(b) of the Exchange Act; and
(4) this Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under
the Exchange Act, including without limitation the reporting requirements
under Section 16 of the Exchange Act.
The undersigned hereby gives and grants each of the foregoing
attorneys-in-fact full power and authority to do and perform all
and every act and thing whatsoever requisite, necessary or appropriate
to be done in and about the foregoing matters as fully to all intents
and purposes as the undersigned might or could do if present, hereby
ratifying all that each such attorney-in-fact of, for and on behalf of
the undersigned, shall lawfully do or cause to be done by virtue of this
Limited Power of Attorney.
This Power of Attorney shall remain in full force and effect
until revoked by the undersigned in a signed writing delivered to each
such attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 15th day of June, 2011.
/s/ Donald H. Walker
Signature
Donald H. Walker
Print Name
STATE OF OHIO )
)
COUNTY OF HAMILTON )
On this 15th day of June, 2011, Donald H. Walker,
personally appeared before me, and acknowledge that s/he executed
the foregoing instrument for the purposes therein contained.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
/s/ Jennifer Smith
Notary Public
My Commission Expires: 08/22/2012
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