Burger King 2009 Annual Report Download - page 189

fees earned by (whether or not paid currently) or offered to Executive during the Severance Period by a subsequent employer or other Person
(as defined in Section 20(l) below) for which Executive performs services, including but not limited to consulting services. The foregoing
notwithstanding, should Executive receive or be offered health or medical benefits coverage during the Severance Period by a subsequent
employer or Person for whom Executive performs services, Executive shall notify the Company of this within seven (7) business days of such
receipt or offer, as applicable, and all similar health and medical benefits coverage provided by the Company to Executive shall terminate as
of the effective date of such new coverage.
(ii) In the event of Executive’s Separation from Service due to a termination of his employment (x) upon his death or (y) by the
Company for Cause or as a result of Executive’s Disability or (z) by Executive without Good Reason, in any such case during the Employment
Period, the Company shall pay to Executive (or, in the event of Executive’s death, to his estate) the Accrued Obligations within thirty (30) days
following the Date of Separation from Service. In addition, if Executive’s employment shall terminate upon his death or be terminated by the
Company as a result of Executive’s Disability during the Employment Period, the Company shall pay to Executive (or, in the event of
Executive’s death, to his estate) the Pro−Rata Bonus, if any, in one lump sum on the Bonus Payment Date for the fiscal year of the Company
that includes the Date of Separation from Service, 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.
(iii) Except as specifically set forth in this Section 9(f), no termination benefits shall be payable to or in respect of Executive’s
employment with the Company or its Affiliates.
(g) Resignation upon Termination. Effective as of any Date of Separation from Service under this Section 9 or otherwise as of the date
of Executive’s termination of employment with the Company, Executive shall resign, in writing, from all Board and Board committee
memberships and other positions then held by him, or to which he has been appointed, designated or nominated, with the Company and its
Affiliates.
10. Restrictive Covenants. Each of the Company and Executive agrees that the Executive will have a prominent role in the
management of the business, and the development of the goodwill, of the Company and its Affiliates, and will establish and develop relations
and contacts with the principal franchisees, customers and suppliers of the Company and its Affiliates throughout the world, all of which
constitute valuable goodwill of, and could be used by Executive to compete unfairly with, the Company and its Affiliates. In addition, Executive
recognizes that he will have access to and become familiar with or exposed to Confidential Information (as such term is defined below), in
particular, trade secrets, proprietary information, customer lists, and other valuable business information of the Company pertaining or
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