Burger King 2009 Annual Report Download - page 126

Service due to termination of his employment by the Company Without Cause (as defined below) pursuant to Section 10(c) hereof. For purposes of this
Agreement, “Separation from Service” has the meaning given to such term in Section 1.409A−1(h) of the regulations (as amended) promulgated under
Section 409A of the United States Internal Revenue Code of 1986, as amended (the “Code”). The period during which Executive is employed by the
Company pursuant to this Agreement, including any extension thereof in accordance with this section, shall be referred to as the “Employment Period.”
4. Position and Responsibilities. During the Employment Period, Executive shall serve as the Chief Executive Officer of the Company, shall report to the
Board of Directors of the Company (the “Board”) and shall have such duties and responsibilities as are customarily assigned to individuals serving in such
position and such other duties consistent with Executive’s title and position as the Board (or any committee thereof, such committee also referred to as the
“Board”) specifies from time to time.
Executive shall devote substantially all of his skill, knowledge, commercial efforts and reasonable business time to the conscientious and faithful
performance of his duties and responsibilities for the Company to the best of his ability, except for vacation time as provided by Company policy and
absence for sickness or similar disability. Consistent with the foregoing, Executive shall spend such reasonable time as may be devoted to the fulfillment of
Executive’s civic responsibilities and as may be necessary from time to time for personal financial matters.
5. Base Salary. During the Employment Period, the Company shall pay Executive a base salary at an annualized rate of $1,042,875, payable in
installments on the Company’s regular payroll dates. The Board shall review Executive’s base salary annually during the Employment Period and, in its sole
discretion, may increase (but not decrease) such base salary from time to time based upon such factors as the Board shall consider relevant. The annual base
salary payable to Executive under this Section 5 shall hereinafter be referred to as the “Base Salary.”
6. Annual Incentive Compensation. Executive shall be eligible to earn an annual bonus for each fiscal year of the Company ending during the
Employment Period (each, an “Annual Bonus”) as follows: (i) a target Annual Bonus equal to 100% of Executive’s Base Salary for such fiscal year, if the
Company and/or Executive (as applicable) achieves the target performance goals established by the Board for such fiscal year, (ii) a stretch Annual Bonus
equal to 200% of Executive’s Base Salary for such fiscal year, if the Company and/or Executive (as applicable) achieves or exceeds the stretch performance
goals established by the Board for such fiscal year, and (iii) a minimum Annual Bonus equal to 50% of Executive’s Base Salary for such fiscal year, if the
Company and/or Executive (as applicable) achieves at least the threshold performance goals established by the Board for such fiscal year, in each case, as
determined by the Board. If performance for a given fiscal year is above the minimum performance goals but below the target performance goals, or above
the target performance goals but below the stretch performance goals, the Board shall determine the amount of Executive’s Annual Bonus for such fiscal
year using the straight−line interpolation method. If the Company does not achieve the minimum performance goals for a fiscal year, Executive shall not be
entitled to receive an Annual Bonus for such fiscal year. Notwithstanding the foregoing, Executive hereby
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