Burger King 2009 Annual Report Download - page 132

regulations promulgated under Section 409A of the Code. Solely for purposes of the determination referred to in the preceding sentence, “Company” shall
include all persons with whom the Company would be considered a single employer under Sections 414(b) and 414(c) of the Code. In the event that the
Date of Separation from Service, as determined in accordance with this Section 10(e)(iii), occurs before the applicable notice period specified in
Section 10(e)(ii) has elapsed, the Company may elect to pay, or commence payment of, any amounts to which this Section 10(e)(iii) applies following the
completion of such notice period, but not later than the end of the taxable year in which the Date of Separation from Service occurs.
(f) Payments Upon Certain Terminations.
(i) In the event of Executive’s Separation from Service due to (I) termination of Executive’s employment by the Company Without Cause (including as a
result of the Company’s election not to renew the Employment Period as described in Section 3 herein) or (II) Executive’s resignation from employment for
Good Reason (including a deemed resignation as described in clause (iv) of Section 10(d)) during the Employment Period, the Company shall pay to
Executive (or, following his death, to Executive’s estate), within thirty (30) days following the Date of Separation from Service, (x) his full Base Salary
through the Date of Separation from Service, to the extent not previously paid, (y) reimbursement for any unreimbursed business expenses incurred by
Executive prior to the Date of Separation from Service that are subject to reimbursement pursuant to Section 9(a) and (z) payment for vacation time accrued
as of the Date of Separation from Service but unused (such amounts under clauses (x), (y) and (z), collectively the “Accrued Obligations”). In addition, in
the event of Executive’s Separation from Service as described in this Section 10(f)(i) or 10(a), provided (except in the case of Executive’s Separation from
Service due to his death), Executive executes and delivers to the Company, within the applicable period of time provided for under the Age Discrimination
in Employment Act of 1967, as amended, and in no event later than sixty (60) days following the Executive’s Date of Separation from Service, an
irrevocable Release and Discharge of All Claims substantially in the form approved by the Company, Executive (or, following his death, Executive’s estate)
shall be entitled to the following payments and benefits:
(A) payments of an amount equal to (x) if such Separation from Service occurs prior to a Change in Control, two (2) times, or (y) if such Separation
from Service occurs subsequent to a Change in Control, three (3) times, the sum of (I) Executive’s Base Salary as of the Date of Separation from Service,
(II) Executive’s target Annual Bonus (as described in Section 6(i) herein) and (III) the annual amount of the Benefits Allowance referred to in Section
8(b) herein, which amount shall be payable in equal installments, in accordance with the Company’s regular payroll policies, during the period beginning
on the first business day immediately following the six (6) month anniversary of the Date of Separation from Service and ending on the one (1) year
anniversary of the Date of Separation from Service;
(B) subject to Section 21(k)(iii) herein, continued coverage during the period beginning on the Date of Separation from Service and ending on the
(x) second anniversary, if such Separation from Service occurs prior to a Change in Control, or (y) third anniversary, if such Separation from Service
occurs subsequent to a Change in Control, of the Date of Separation from Service (the “Severance Period”) under the
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