Burger King 2009 Annual Report Download - page 182

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 Chief Financial
Officer and Treasurer 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. 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 $494,709,
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 Omnibus Incentive Plan (the “Omnibus
Plan”) or such other annual incentive plan 2