Burger King 2009 Annual Report Download - page 186

Section 409A of the Code and the regulations promulgated thereunder, from any amounts otherwise due to Executive any amounts previously
paid pursuant to Section 9(f) (other than the Accrued Obligations).
(c) Termination Without Cause. Executive’s employment may be terminated by the Company Without Cause (as defined below in this
subsection (c)) at any time. In the event of a termination of Executive’s employment by the Company Without Cause, no termination benefits
shall be payable to or in respect of Executive except as provided in Section 9(f)(i). For purposes of this Agreement, a termination “Without
Cause” shall mean a termination of Executive’s employment by the Company other than due to Executive’s death or Disability as described in
Section 9(a) and other than for Cause as described in Section 9(b).
(d) Termination by Executive. Executive may resign from his employment for any reason, including for Good Reason (as defined below
in this subsection (d)). In the event of a termination of Executive’s employment by Executive’s resignation other than for Good Reason, no
termination benefits shall be payable to or in respect of Executive except as provided in Section 9(f)(ii) and in the event of a termination of
Executive’s employment by Executive for Good Reason, no termination benefits shall be payable to or in respect of Executive except as
provided in Section 9(f)(i). For purposes of this Agreement, a termination of employment by Executive for “Good Reason” shall mean a
resignation by Executive from his employment with the Company within thirty (30) days following the occurrence, without Executive’s consent,
of any of the following events: (i) a material diminution in the Executive’s position, authority or responsibilities; (ii) any decrease in Executive’s
Base Salary or a material decrease in the Executive’s incentive compensation opportunities as set forth in Sections 5 and 6 or (iii) any other
material breach by the Company of any material provision of this Agreement (including without limitation any failure by the Company to obtain
agreement by any Successor thereto to expressly assume and agree to perform this Agreement as required by Section 16 herein); provided
that the Executive shall have given the Company notice of the event or events constituting Good Reason and the Company shall have failed
to cure such event or events within thirty (30) business days after receipt of such notice.
(e) Procedure for Termination of Employment.
(i) Notice of Termination. Any termination of Executive’s employment by the Company or by Executive (other than as a result of
Executive’s death) shall be communicated by a written Notice of Termination addressed to the other party to this Agreement. A “Notice of
Termination” shall mean a notice stating that Executive or the Company, as the case may be, is electing to terminate Executive’s employment
with the Company (and thereby terminating the Employment Period), stating the proposed effective date of such termination, indicating the
specific provision of this Section 9 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. 6