Burger King 2009 Annual Report Download - page 164

hereunder shall be deemed to be automatically extended, upon the same terms and 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 9(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,
Global Marketing, Strategy & Innovation and shall have such duties and responsibilities as are customarily assigned to individuals serving in
such position, including, without limitation, serving as the President of the Company’s wholly−owned subsidiary Burger King Brands, Inc., 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. 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.
4. Base Salary. During the Employment Period, the Company shall pay Executive a base salary at an annualized rate of $515,000,
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 4 shall hereinafter be referred to as the “Base Salary.”
5. Annual Incentive Compensation. Executive shall be eligible to receive an annual bonus (“Annual Bonus”) with respect to each fiscal
year ending during the Employment Period. The Annual Bonus shall be determined under the 2006
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