Burger King 2009 Annual Report Download - page 127

acknowledges that, while the Company is a publicly held corporation, the Company may make such modifications to any incentive compensation plan,
program or arrangement (including, without limitation, the annual bonuses contemplated by this Section 6 to the extent necessary so that such incentive
compensation qualifies as qualified performance−based compensation within the meaning of Section 162(m) of the Code and the regulations promulgated
thereunder or otherwise in order to comply with Section 162(m) of the Code and be deductible by the Company. Any such modification will not affect the
Annual Bonus targets set forth herein, and Executive acknowledges that, notwithstanding anything in this Agreement to the contrary, any such modification
will not constitute grounds for Executive to terminate his employment with the Company for Good Reason (as defined below).
Any Annual Bonus that becomes payable to Executive pursuant to this Section 6 shall be paid to Executive as soon as reasonably practicable following
receipt by the Board of the audited consolidated financial statements of the Company for the relevant fiscal year, but in no event later than two and a half (2
1/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. Executive shall be entitled to receive any Annual Bonus
that becomes payable in a lump sum cash payment or, at his election, in any form that the Board generally makes available to the Company’s executive
management team; provided that any such election is made by Executive in compliance with Section 409A of the Code and the regulations promulgated
thereunder.
7. Equity Incentive Arrangements.
(a) Long−Term Incentive Compensation. Except as expressly provided for herein, (i) all options to purchase shares of common stock of Burger King
Holdings, Inc. (“BKH,” and such shares “BKH Shares”) currently held by Executive as of the date hereof (the “Options”) and (ii) any other equity−based
awards with respect to BKH Shares held by Executive as of the date hereof will continue in accordance with the applicable plan document and grant
agreements.
Each of the Options and other equity−based awards will vest as provided in the applicable plan document and grant agreements, provided that in the
event that (i) Executive experiences a Separation from Service due to Executive’s death or Disability (as defined below), all Options and all equity awards
issued to Executive pursuant to the Burger King Holdings, Inc. 2006 Omnibus Incentive Plan (the “2006 Plan”) or under any other new equity plan
established by the Company shall immediately vest on the Date of Separation from Service (as defined below) or (ii) a Change in Control (as defined below)
occurs and, within twenty−four (24) months following the date of the Change in Control, Executive experiences a Separation from Service due to either
(A) termination of his employment by the Company Without Cause or (B) Executive’s resignation for Good Reason, all Options and all equity awards
issued to Executive during Executive’s employment with the Company pursuant to the 2006 Plan or under any other new equity plan established by the
Company will become fully vested as of the Date of Separation from Service; provided, that, in the event of a Change in Control where, in the good faith
determination of the Board, the acquirer is a Strategic Buyer, Executive shall have the right, for any reason or no reason at all, to resign within the 30 day
period following the one year anniversary of the effective date of such Change in Control and such resignation shall be treated as a termination by the
Company Without Cause for all purposes under this Agreement and any 3