Burger King 2009 Annual Report Download - page 148

8. Termination of Employment.
(a) Termination Due to Death or Disability. Executive’s employment shall automatically terminate upon Executive’s death and may be
terminated by the Company due to Executive’s Disability (as defined below in this subsection (a)). In the event that Executive’s employment is
terminated due to his Disability or death, no termination benefits shall be payable to or in respect of Executive except as provided in
Section 8(f)(ii). For purposes of this Agreement, “Disability” means a physical or mental disability that prevents or would prevent the
performance by Executive of his duties hereunder for a continuous period of six (6) months or longer. The determination of Executive’s
Disability will (i) be made by an independent physician agreed to by the parties, or if the parties are unable to agree within ten (10) days after
a request for designation by a party, by an independent physician identified by the Company’s disability insurance provider, (ii) be final and
binding on the parties hereto and (iii) be based on such competent medical evidence as shall be presented to such independent physician by
Executive and/or the Company or by any physician or group of physicians or other competent medical experts employed by Executive and/or
the Company to advise such independent physician.
(b) Termination by the Company for Cause. Executive’s employment may be terminated by the Company for Cause (as defined below
in this subsection (b)). 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 8(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 of the Policies (as defined in
Section 12); (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 there under 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. Upon such determination, the Company shall (x) immediately cease paying any
termination benefits pursuant to Section 9 hereof and (y) Executive shall be obligated to immediately repay to the Company all amounts
theretofore paid to Executive pursuant to Section 9. In addition, if not repaid, the
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