Burger King 2009 Annual Report Download - page 150

effective date of such termination, indicating the specific provision of this Section 8 under which such termination is being effected and, if
applicable, setting forth in reasonable detail the circumstances claimed to provide the basis for such termination.
(ii) Date of Separation from Service. The term “Date of Separation from Service” shall mean, with respect to Executive’s Separation
from Service with the Company, (A) if the Separation from Service occurs due to Executive’s death, the date of his death, (B) if the Separation
from Service occurs due to termination of Executive’s employment by the Company by reason of Executive’s Disability, a date which is at
least six (6) months following the occurrence of the event giving rise to the Disability, (C) if the Separation from Service occurs due to
termination of Executive’s employment by Executive for any reason, a date which is at least 30 days following the issuance of the Notice of
Termination and (D) if the Separation from Service occurs due to termination of Executive’s employment for any other reason, the effective
date of termination specified in such Notice of Termination. The Employment Period shall expire on the Date of Separation from Service.
(iii) Section 409A of the Code. Notwithstanding anything to the contrary in Section 8(e)(ii), the determination of whether and when the
Date of Separation from Service occurs for the purpose of determining when any amount that is “nonqualified deferred compensation” subject
to Section 409A of the Code becomes due and payable shall be made in a manner consistent with, and based on the presumptions set forth
in, Section 1.409A−1(h) of the regulations promulgated under Section 409 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 8(e)(iii),
occurs before the applicable notice period specified in Section 8(e)(ii) has elapsed, the Company may elect to pay, or commence payment of,
any amounts to which this Section 8(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 with the Company due to a termination of his employment by the Company
Without Cause or Executive’s resignation from employment for Good Reason during the Employment Period, the Company shall pay to
Executive, within thirty (30) days of the Date of Separation from Service, his (x) 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 8(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 8(f)(i), provided that Executive executes and delivers to the
Company, within the applicable 7