Burger King 2009 Annual Report Download - page 145

conditions, for an additional period of one (1) year (each, an “Additional Term”), in each such case, commencing upon the expiration of the
Initial Term or the then current Additional Term, as the case may be, unless the Company shall have given written notice to Executive, at least
ninety (90) days prior to the expiration of the Initial Term or such Additional Term, of its intention not to extend the Employment Period (as
defined below) hereunder. Executive’s Separation from Service (as defined below) with the Company pursuant to any such notice of
non−extension delivered by the Company to Executive shall occur upon expiration of the relevant Term or Additional Term (as applicable) and
shall be deemed to constitute his Separation from Service due to termination of his employment by the Company Without Cause (as defined
below) pursuant to Section 8(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.”
(b) Position and Responsibilities. During the Employment Period, Executive shall serve as Executive Vice President and President,
North America, 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 Chief Executive Officer of the Company and the Board of Directors (or any
committee thereof) of the Company (the Board or such committee referred to as the “Board”) specifies from time to time (it being understood
by the parties that, notwithstanding the foregoing, the Company is free, at any time and from time to time, to reorganize its business
operations, and that Executive’s duties and scope of responsibility may change in connection with such reorganization). Executive shall
initially report directly to the Chief Executive Officer of the Company. Executive shall devote all of his skill, knowledge, commercial efforts and
business time to the conscientious and good faith performance of his duties and responsibilities for the Company to the best of his ability.
(c) Location. During the Employment Period, Executive’s services shall be performed primarily in the Miami−Dade metropolitan area.
However, Executive may be required to travel in and outside of Miami−Dade as the needs of the Company’s business dictate.
3. Base Salary. During the Employment Period, the Company shall pay Executive a base salary at an annualized rate of $437,750,
payable in installments on the Company’s regular payroll dates. The Board shall review Executive’s base salary annually during the
Employment Period and may increase (but not decrease) such base salary from time to time, based on its periodic review of Executive’s
performance in accordance with the Company’s regular policies and procedures. The annual base salary payable to Executive from time to
time under this Section 3 shall hereinafter be referred to as the “Base Salary.”
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