EX-10.31



 Exhibit 10.31 
 BURGER KING CORPORATION 
 SEVERANCE PAY PLAN 

AND 

SUMMARY PLAN DESCRIPTION 
 Effective: July 30, 2013 
 PURPOSE OF THE PLAN 

The purpose of the Burger King Corporation U.S. Severance Pay Plan (“Plan”) is to provide severance pay benefits to eligible employees whose
employment with Burger King Corporation. or any of its participating subsidiaries is terminated involuntarily under the conditions described below. 
 Except as otherwise provided by the Company in writing, this Plan (i) is the sole arrangement of the Company regarding severance-type benefits to eligible employees and (ii) replaces and
supersedes all prior plans, programs, understandings and arrangements providing severance-type benefits to eligible employees. 
 Only the Plan
Administrator has the authority to approve changes to the conditions for receiving benefits under this Plan or changes to the benefits to be provided under the Plan. Any such approval must be in writing. 

This document contains the official text of the Plan effective for employment terminations occurring on and after July 30, 2013. This document also
serves as the summary plan description for the Plan. 
 DEFINITIONS 
 Company means Burger King Corporation. 
 Employer means
the Company and any subsidiary or affiliate of the Company which participates in this Plan. 
 Plan Administrator
means the Company’s Benefits Committee and such other person or committee appointed from time to time by the Company to administer the Plan. 
 ELIGIBLE EMPLOYEES 
 The benefits under this Plan are limited to employees who are
classified by an Employer as exempt employees or non-exempt salaried employees. 
 Unless the Plan Administrator provides otherwise in writing,
the following employees are NOT eligible to participate in this Plan: 
  

	 	•	 	 Any employee who is classified by an Employer as an hourly employee 



 

	 	•	 	 Any employee who is classified by an Employer as a part-time, temporary or seasonal employee, third-party staffing agency employee or an independent
contractor. 










	 	•	 	 Any employee who was in a restaurant management position immediately preceding his or her involuntary termination. 



 

	 	•	 	 Any employee who is covered by a collective bargaining agreement. 



 

	 	•	 	 Any employee who is eligible to participate in another plan or arrangement maintained by the Company or any of its affiliates which provides
severance-type benefits unless such other plan or arrangement provides that the employee will be eligible to receive benefits under this Plan. 


  

	 	•	 	 Any employee who is covered by an employment or other agreement unless the agreement provides that the employee will be eligible to receive
benefits under this Plan. 


 INVOLUNTARY TERMINATION OF EMPLOYMENT 

 

	•	 	 Involuntary Termination 


 An employee will be eligible for severance benefits under this Plan only if the Plan Administrator, in its sole discretion, determines that the employee’s employment is being terminated involuntarily
for any of the following reasons: 
  

	 	•	 	 Reduction in staff. 


  

	 	•	 	 Position elimination. 


  

	 	•	 	 Facility closing. 


  

	 	•	 	 Closure of a business unit. 


  

	 	•	 	 Organizational change or restructuring. 


  

	•	 	 Termination of Employment Not Eligible for Severance Benefits 



An employee will not be eligible for severance benefits if the Plan Administrator, in its sole discretion, determines that the
employee’s employment is terminated for any of the following reasons: 
  

	 	•	 	 Resignation or other voluntary termination of employment. 



 

	 	•	 	 Failure to return to work upon the expiration of an authorized leave of absence. 



 

	 	•	 	 Death or disability. 


  

	 	•	 	 Termination for cause or for behavior prejudicial to the Company or any of its subsidiaries or affiliates, as determined by the Plan Administrator in
its sole discretion. 


  

	 	•	 	 Termination for gross misconduct or violation of company policy. 



 

	 	•	 	 Termination for poor performance. 


  

	•	 	 Other Employment Offer 


 An employee will not be eligible to receive benefits under this Plan if any of the following events has occurred: 
  

	 	•	 	 The employee has been offered, but refused to accept, another position with the Company or any of its subsidiaries or affiliates at a location that is
50 or fewer miles from his or her then current primary place of residence. 



  
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	 	•	 	 The employee’s employment has been terminated in connection with a sale or transfer, merger, establishment of a joint venture, or other corporate
transaction, and such employee has been offered employment by the successor employer. 


  

	 	•	 	 The employee’s employment is terminated in connection with the “outsourcing” of operational functions and he/she has been offered
employment by the outsourcing vendor. 


 CONDITIONS FOR PAYMENT OF SEVERANCE BENEFITS 

An eligible employee who is involuntarily terminated will not receive severance benefits under this Plan unless the Plan Administrator determines that the
employee has satisfied all of the following conditions: 
  

	•	 	 Work Until Last Day Designated 


 The employee must continue to be actively at work through the last day of work designated by the Employer, unless the employee is absent due to vacation, temporary layoff, or an approved absence from work
(including leave under the Family and Medical Leave Act). 
  

	•	 	 Execution of Release and Other Separation Documents 


 The employee must execute and deliver to the Company, within the period of time specified by the Plan Administrator, an agreement in a form satisfactory to the Company containing a general release of
claims in favor of the Company and such other terms and provisions as may be determined by the Company, in its sole discretion, which include but are not limited to those related to non-disclosure, non-disparagement, non-competition,
non-solicitation, continued cooperation in litigation, and the return of company assets. 
 SEVERANCE BENEFITS 

 

	•	 	 Severance Pay 


  

	 	•	 	 Amount of Severance Pay 


 The amount of severance pay payable to an eligible employee will be determined in accordance with the Severance Pay Guidelines below and subject to the reductions set forth below; provided, that
the Plan Administrator, in its sole discretion, and on a case-by case basis, may increase or decrease the amount of severance pay payable to an eligible employee. 
  

					
	 Position
	  	 Severance Pay Amount
	  	 Minimum / Maximum

Amount of Severance Pay

	Senior Manager and below	  	 2 weeks of Base Pay for
 each Year of Service
	  	 Min. Severance = 2 weeks
 Max. Severance = 1 month

	Director and Senior Director	  	 2 weeks of Base Pay for
 each Year of Service
	  	 Min. Severance = 2 weeks
 Max. Severance = 3 months

	Vice President and above	  	 2 weeks of Base Pay for
 each Year of Service
	  	 Min. Severance = 2 weeks
 Max. Severance = 5 months



  
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 For purposes of determining the amount of severance pay – 

 

	 	•	 	 Base Pay means the employee’s regular rate of salary (determined on a weekly basis or monthly basis, as applicable, and based on a
12-month calendar year) payable immediately preceding his or her date of termination. Base Pay does not include discretionary bonuses, other variable compensation, or extra pay. 



 

	 	•	 	 Years of Service means an employee’s completed years of employment from his or her most recent date of hire by an Employer until his
or her date of termination. 


  

	 	•	 	 Payment of Severance Pay 


 The Company will pay the severance pay in installments at the same time and in the same manner as the Company’s regular payroll practice until such benefit is paid in full. Payments will begin as
soon as practicable following the date in which the employee’s separation agreement and general release becomes effective. 

Notwithstanding the foregoing, if an employee is deemed on the date of termination to be a “specified employee” within the
meaning of Section 409A(a)(2)(B) of the Internal Revenue Code and if the severance payment is not exempt from Section 409A, then payment shall not be made or provided prior to the earlier of (A) the expiration of six (6)-month period
measured from the date of employee’s termination of employment and (B) the date of employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant to this paragraph shall be paid
to employee in a lump sum, and any remaining payments and benefits due under this Plan shall be paid or provided in accordance with the normal payment dates specified above. 

 

	•	 	 Continued Group Health Benefit Coverage – Payment of Cost for COBRA Coverage 



The employee may elect to participate in continued group medical, dental and vision coverage at the active employee rate for the longer of
three (3) months or the employee’s Severance Pay period, provided that the Company’s obligation to provide this continued coverage: (i) is subject to the employee continuing to make his/her portion of the monthly premium payments
to AETNA; and (ii) shall immediately cease in the event the employee becomes eligible for different coverage, and the employee must notify the Company within one (1) week of becoming eligible for different coverage. 

After the end of this period, the employee, if eligible, may elect to continue COBRA coverage at his or her expense for the remainder of
the COBRA coverage period. 
  

	•	 	 Continued Life Insurance Coverage 


 The Company will continue to provide basic life insurance coverage at no cost to the employee until the last day of the calendar month during which the eligible employee receives the final payment of
severance pay under this Plan, or, if earlier, until the commencement of his/her employment with another employer. 
 RIGHT TO TERMINATE
BENEFITS 
 Notwithstanding anything in this Plan to the contrary, in the event that the Plan Administrator in its discretion determines that

  

	 	•	 	 an employee is reemployed by the Company or any of its subsidiaries, affiliates, or successors before the completion of the scheduled payment of
severance pay, OR 



  
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	 	•	 	 the Plan Administrator determines that an employee has breached any of the terms and conditions set forth in any agreement executed by the employee as
a condition to receiving benefits under this Plan, including, but not limited to, the separation agreement and general release, or 


  

	 	•	 	 the Plan Administrator subsequently determines that the employee engaged in an act that would have constituted grounds for termination for cause.



 then the Plan Administrator shall have the right to terminate the benefits payable under this Plan at any time. 

ADMINISTRATION OF THE PLAN 
 The Plan
Administrator shall have sole authority and discretion to administer and construe the terms of this Plan, subject to applicable requirements of law. Without limiting the generality of the foregoing, the Plan Administrator shall have complete
discretionary authority to carry out the following powers and duties: 
  

	 	•	 	 To make and enforce such rules and regulations as it deems necessary or proper for the efficient administration of the Plan;



  

	 	•	 	 To interpret the Plan, its interpretation thereof to be final and conclusive on all persons claiming benefits under the Plan;



  

	 	•	 	 To provide an employee with severance benefits other than those set out in this Plan; 



 

	 	•	 	 To decide all questions, including without limitation, issues of fact, concerning the Plan, including the eligibility of any person to participate in,
and receive benefits under, the Plan; and 


  

	 	•	 	 To appoint such agents, counsel, accountants, consultants and other persons as may be required to assist in administering the Plan.



 CLAIMS PROCEDURE 
 The Plan Administrator reviews and authorizes payment of severance benefits for those employees who qualify under the provisions of the Plan. No claim forms need be submitted. Questions regarding payment
of the severance benefits should be directed to the Plan Administrator. 
 If an employee feels he or she is not receiving severance benefits
which are due, the employee should file a written claim for the benefits with the Plan Administrator. A decision on whether to grant or deny the claim will be made within 90 days following receipt of the claim. If more than 90 days is required to
render a decision, the employee will be notified in writing of the reasons for delay. In any event, however, a decision to grant or deny a claim will be made by not later than 180 days following the initial receipt of the claim. 

  
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 If the claim is denied in whole or in part, the employee will receive a written explanation of the specific
reasons for the denial, including a reference to the Plan provisions on which the denial is based. 
 If the employee wishes to appeal this
denial, the employee may write within 60 days after receipt of the notification of denial. The claim will then be reviewed by the Plan Administrator, and the employee will receive written notice of the final decision within 60 days after the request
for review. If more than 60 days is required to render a decision, the employee will be notified in writing of the reasons for delay before the end of the initial 60 day period. In any event, however, the employee will receive a written notice of
the final decision within 120 days after the request for review. 
 GENERAL RULES 

 

	•	 	 Right to Withhold Taxes 


 The Company shall withhold such amounts from payments under this Plan as it determines necessary to fulfill any federal, state, or local wage or compensation withholding requirements. 

 

	•	 	 No Right to Continued Employment 


 Neither the Plan nor any action taken with respect to it shall confer upon any person the right to continue in the employ of the Company or any of its subsidiaries or affiliates. 

 

	•	 	 Benefits Non-Assignable 


 Benefits under the Plan may not be anticipated, assigned or alienated. 
  

	•	 	 Unfunded Plan 


 The Company will make all payments under the Plan, and pay all expenses of the Plan, from its general assets. Nothing contained in this Plan shall give any eligible employee any right, title or interest
in any property of the Company or any of its affiliates nor shall it create any trust relationship. 
  

	•	 	 Severability 


 The provisions of the Plan are severable. If any provision of the Plan is deemed legally or factually invalid or unenforceable to any extent or in any application, then the remainder of the provisions of
the Plan, except to such extent or in such application, shall not be affected, and each and every provision of the Plan shall be valid and enforceable to the fullest extent and in the broadest application permitted by law. 

 

	•	 	 Section Headings 


 Section headings are used herein for convenience of reference only and shall not affect the meaning of any provision of this Plan. 
 PLAN AMENDMENT AND TERMINATION 
 The Company has the power to amend, modify or terminate
this Plan at any time with respect to any employee at any time prior to such employee’s termination of employment through a written document executed by an officer at the rank of Senior Vice-President or above. 

Eligible employees do not have any vested right to severance pay or other benefits under this Plan. 

  
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 GOVERNING LAWS AND TIME LIMIT FOR BEGINNING LEGAL ACTIONS 

The provisions of the Plan shall be construed, administered and enforced according to applicable federal law and, where appropriate, the laws of the State
of Florida without reference to its conflict of laws rules and without regard to any rule of any jurisdiction that would result in the application of the law of another jurisdiction. 
 The parties expressly consent that any action or proceeding relating to this Plan or any release or other agreement entered into with respect to this Plan will only be brought in the federal or state
courts, as appropriate, located in the State of Florida and that any such action or proceeding be heard without jury, and the parties expressly waive the right to bring any such action in any other jurisdiction and have such action heard before a
jury. 
 No action relating to this Plan or any release or other agreement entered into with respect to this Plan may be brought later than the
second anniversary of earlier of termination of employment or other event giving rise to the claim. 
 STATEMENT OF ERISA RIGHTS

 As a participant in this Plan you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974
(ERISA). ERISA provides that all plan participants shall be entitled to: 
  

	•	 	 Receive Information About Your Plan and Benefits 


 Examine, without charge, at the plan administrator’s office and at other specified locations all documents governing the plan and a copy of the latest annual report (Form 5500 Series) required to be
filed by the plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration. 
 Obtain, upon written request to the plan administrator, copies of documents governing the operation of the plan and copies of the latest annual report (Form 5500 Series), if any required, and updated
summary plan description. The administrator may make a reasonable charge for the copies. 
  

	•	 	 Prudent Actions by Plan Fiduciaries 


 In addition to creating rights for plan participants ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people who operate your plan, called
“fiduciaries” of the plan, have a duty to do so prudently and in the interest of you and other plan participants and beneficiaries. No one, including your employer, or any other person, may fire you or otherwise discriminate against you in
any way to prevent you from obtaining a welfare benefit or exercising your rights under ERISA. 
  

	•	 	 Enforce Your Rights 


 If your claim for a severance benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to
appeal any denial, all within certain time schedules. 
 Under ERISA, there are steps you can take to enforce the above rights.
For instance, if you request a copy of plan documents or the latest annual report from the plan and do not receive them within 30 days, you may file suit in a Federal court. In such a case, the court may require the plan administrator


  
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to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the administrator. If you have a
claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or Federal court. If it should happen that plan fiduciaries misuse the plan’s money, or if you are discriminated against for asserting your rights,
you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal court. The court will decide who should pay court costs and legal fees. If you are successful the court may order the person you have sued to pay these
costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous. 
  

	•	 	 Assistance with Your Questions 


 If you have any questions about your plan, you should contact the plan administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in
obtaining documents from the plan administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and
Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the
publications hotline of the Employee Benefits Security Administration. 
 ADDITIONAL INFORMATION 

 

			
	Plan Sponsor:	  	 Burger King Corporation

5505 Blue Lagoon Drive
 Miami, FL
33126

		
	Employer Identification Number (EIN):	  	59-0787929
		
	Plan Name:	  	Burger King Corporation U.S. Severance Pay Plan
		
	Type of Plan:	  	Welfare benefit plan - severance pay
		
	Plan Year:	  	Calendar year
		
	Plan Number:	  	558
		
	Plan Administrator:	  	 [Chief Information and Performance Officer]
 Burger King Corporation
 5505 Blue Lagoon Drive

Miami, FL 33126

		
	Agent for Service of Legal Process:	  	Plan Administrator


  
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