Burger King 2009 Annual Report Download - page 165

Omnibus Incentive Plan (the “Omnibus Plan”) or such other annual incentive plan maintained by the Company for similarly situated
employees that the Company designates, in its sole discretion (any such plan, the “Bonus Plan”), in accordance with the terms of such plan
as in effect from time to time. For each such fiscal year, Executive shall be eligible to earn a target Annual Bonus equal to eighty percent
(80%) of Executive’s Base Salary for such fiscal year, if the Company achieves the target performance goals established by the Board for
such fiscal year in accordance with the terms of the Bonus Plan. If the Company does not achieve the threshold performance goals
established by the Board for a fiscal year, Executive shall not be entitled to receive an Annual Bonus for such fiscal year. If the Company
exceeds the target performance goals established by the Board for a fiscal year, Executive may be entitled to earn an additional Annual
Bonus for such year in accordance with the terms of the applicable Bonus Plan. The Annual Bonus for each year shall be payable at the same
time as bonuses are paid to other senior executives of the Company in accordance with the terms of the applicable Bonus Plan, but in no
event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned.
Executive shall be entitled to receive any Annual Bonus that becomes payable in a lump−sum cash payment, or, at his election, (A) up to fifty
percent (50%) of the Annual Bonus in the form of a grant of restricted stock units of Common Stock (as defined below) or (B) in any form that
the Board generally makes available to the Company’s executive management team, provided that any such election is made by Executive in
compliance with Section 409A of the Code and the regulations promulgated thereunder.
6. Equity Incentive Compensation.
(a) All agreements pertaining to equity of Burger King Holdings, Inc. or equity−based awards with respect to the common stock of
Burger King Holdings, Inc. (“Common Stock”) held by Executive as of the date hereof and any Management Subscription and Shareholders’
Agreement, Management Stock Option Agreement and/or Restricted Share Agreement (collectively, the “Equity Award Agreements”) to which
the Executive is a party as of the date hereof, will continue in accordance with their respective terms, provided that, notwithstanding any other
provision of this Agreement or the Equity Award Agreements, if a Change in Control (as defined below) occurs and, within twenty−four
(24) months after the date of such Change in Control, Executive experiences a Separation from Service with the Company due to the
Company’s termination of his employment “Without Cause” or Executive’s resignation for “Good Reason” (as defined below), all options to
acquire Common Stock held by Executive at such time (the “Options”), will become immediately and fully vested upon such termination and
Executive shall have ninety (90) days from the Date of Separation from Service (as defined below) to exercise such Options. For purposes of
this Agreement, the term “Change in Control” shall have the meaning ascribed to such term in the Omnibus Plan.
(b) During the Employment Period, Executive shall be eligible to receive annual performance−based equity grants in accordance with
the terms and conditions of the Omnibus Plan or such other plan providing for equity−based incentive
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