Burger King 2009 Annual Report Download - page 130

(b) Termination by the Company for Cause. Executive’s employment may be terminated by the Company for Cause (as defined below). In the event of a
termination of Executive’s employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided
in Section 10(f)(ii). For purposes of this Agreement, “Cause” means (i) a material breach by Executive of any provision of this Agreement; (ii) a material
and willful violation by Executive of any applicable Company policy, procedure, rule or regulation, including without limitation, the Burger King
Companies’ Code of Business Ethics and Conduct, in each case as any such policy, procedure, rule or regulation may be amended from time to time in the
Company’s sole discretion; (iii) the failure by Executive to reasonably and substantially perform his duties hereunder (other than as a result of physical or
mental illness or injury); (iv) Executive’s willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the
business, reputation or prospects of the Company or any of its Affiliates; (v) Executive’s fraud or misappropriation of funds; or (vi) the commission by
Executive of a felony or other serious crime involving moral turpitude; provided that in the case of any breach of clauses (i), (ii) or (iii) that is curable, no
termination thereunder shall be effective unless the Company shall have given Executive notice of the event or events constituting Cause and Executive
shall have failed to cure such event or events within thirty (30) business days after receipt of such notice. If, in the event Executive’s employment is
terminated by the Company Without Cause (as defined in subsection (c) below) and, on or before the 12−month anniversary of the applicable Date of
Separation from Service of such termination Without Cause, it is determined in good faith by the Board that Executive’s employment could have been
terminated for Cause under clauses (iv), (v) or (vi) hereof, Executive’s employment shall, at the election of the Board, be deemed to have been terminated
for Cause, effective as of the date of the occurrence of the events giving rise to the Cause termination.
(c) Termination Without Cause. Executive’s employment may be terminated by the Company Without Cause (as defined below) at any time. In the event
of a termination of Executive’s employment by the Company Without Cause, no termination benefits shall be payable to or in respect of Executive except as
provided in Section 10(f)(i). For purposes of this Agreement, a termination “Without Cause” shall mean a termination of Executive’s employment by the
Company other than for Cause as described in Section 10(b) or on account of death or Disability under Section 10(a).
(d) Termination by Executive. Executive may terminate his employment for any reason, including for Good Reason (as defined below). In the event of a
termination of Executive’s employment by Executive other than for Good Reason, no termination benefits shall be payable to or in respect of Executive
except as provided in Section 10(f)(ii) and in the event of a termination of Executive’s employment by Executive for Good Reason, no termination benefits
shall be payable to or in respect of Executive except as provided in Section 10(f)(i). For purposes of this Agreement, a termination of employment by
Executive for “Good Reason” shall mean a termination by Executive of his employment with the Company within thirty (30) days following the occurrence,
without Executive’s consent, of any of the following events: (i) a material diminution in Executive’s position, authority or responsibilities as Chief
Executive Officer of the Company, the assignment to Executive by the Company of duties materially
6