exv10w3






Exhibit 10.3




AFC ENTERPRISES, INC.

ANNUAL EXECUTIVE BONUS PROGRAM




§ 1




PURPOSE



     The purpose of the Program is to give each Participant the opportunity to receive an annual
bonus for each Fiscal Year payable in cash if, and to the extent, the Committee determines that the
Performance Goals set by the Committee for such Participant for such year have been met.



§ 2




DEFINITIONS



     Code. The term “Code” for purposes of this Program means the Internal Revenue Code of
1986, as amended from time to time.



     Committee. The term “Committee” for purposes of this Program means the People
Services (Compensation) Committee of the Board of Directors of the Company or, if all the members
of such committee fail to satisfy the requirements to be an “outside director” under § 162(m) of
the Code, a sub-committee of such committee which consists solely of members who satisfy such
requirements.



     Company. The term “Company” for purposes of this Program means AFC Enterprises, Inc.,
a Minnesota corporation, its wholly-owned subsidiaries and any successor company.



     Covered Executive. A “Covered Executive” for purposes of this Program means for each
Fiscal Year an executive of the Company whose compensation for such Fiscal Year is subject to the
compensation deduction limitations under § 162(m) of the Code.



     Fiscal Year. The term “Fiscal Year” for purposes of this Program means the Company’s
fiscal year.



     Participant. The term “Participant” for purposes of this Program means for each
Fiscal Year each individual who is designated as such by the Committee under § 3.



     Performance Criteria. The term “Performance Criteria” means (1) the Company’s return
over capital costs or increases in return over capital costs, (2) the Company’s total earnings or
the growth in such earnings, (3) the Company’s consolidated earnings or the growth in such
earnings, (4) the Company’s earnings per share or the growth in such earnings, (5) the Company’s
net earnings or the growth in such earnings, (6) the Company’s earnings before interest expense,
taxes, depreciation, amortization and other non-cash items or the growth in such earnings, (7) the
Company’s earnings before interest and taxes or the growth in such earnings,



 









 




(8) the Company’s consolidated net income or the growth in such income, (9) the value of the
Company’s stock or the growth in such value, (10) the Company’s stock price or the growth in such
price, (11) the Company’s return on assets or the growth on such return, (12) the Company’s cash
flow or the growth in such cash flow, (13) the Company’s total shareholder return or the growth in
such return, (14) the Company’s expenses or the reduction of such expenses, (15) the sales growth,
including same store/restaurant sales growth, of the Company and/or of the Popeyes restaurant
system (including stores/restaurants operated by a franchisee of the Company), (16) the number of
new stores/restaurants opened by the Company and/or by the Popeyes restaurant system (including
stores/restaurants operated by a franchisee of the Company), (17) the Company’s overhead ratios or
changes in such ratios, (18) the Company’s expense-to-sales ratios or the changes in such ratios,
(19) the Company’s economic value added or changes in such value added, or (20) the number of
stores/restaurants at the Company and/or as part of the Popeyes restaurant system (including
stores/restaurants operated by a franchisee of the Company), or the change or increase in such
number of stores/restaurants.




     Performance Goals. The term “Performance Goals” for purposes of this Program means
the goal, or the combination of goals, set under § 4 by the Committee for each Participant for each
Fiscal Year based on the Performance Criteria selected by the Committee for such Fiscal Year.



     Program. The term “Program” means this AFC Enterprises, Inc. Annual Executive Bonus
Program as in effect from time to time.



§ 3




PARTICIPATION



     The Committee for each Fiscal Year shall have the right to designate any executive officer of
the Company and any other employee of the Company who the Committee deems a key employee as a
Participant in this Program for such Fiscal Year if (1) such designation is made no later than 90
days after the beginning of such Fiscal Year or (2) such designation is effective on the date an
individual is first employed if he or she will be a key employee on the date he or she is first
employed.



§ 4




PERFORMANCE GOALS



     The Committee shall set in writing the Performance Goals for each Participant for each Fiscal
Year based on such Performance Criteria as the Committee deems appropriate under the circumstances,
and such Performance Goals shall be set (1) for each Participant described in §3(1) no later than
90 days after the beginning of such Fiscal Year and (2) for each Participant described in §3(2) no
later than the end of the 30 day period which starts on the date he or she is first employed by the
Company. The Committee shall have the right to use different Performance Criteria for different
Participants, and the Committee shall have the right to set different Performance Goals for
Participants whose goals look to the same Performance Criteria.



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The Performance Goals for a Participant may be based on company-wide performance, Popeyes
restaurant system performance (including restaurants operated directly by the Company and/or by a
franchisee of the Company), division-specific performance, department-specific performance,
region-specific performance, restaurant-specific performance, personal performance or on any
combination of such criteria or other criteria the Committee deems appropriate under the
circumstances. A Performance Goal may be set in any manner determined by the Committee, including
looking to achievement on an absolute or relative basis in relation to peer groups or indexes, and
the Committee may set more than one goal. No change may be made to a Performance Goal after the
goal has been set. However, the Committee may express any goal in terms of alternatives, or a
range of alternatives, as the Committee deems appropriate under the circumstances, such as
including or excluding (1) any acquisitions or dispositions, restructuring, discontinued
operations, extraordinary items and other unusual or non-recurring charges, (2) any event either
not directly related to the operations of the Company or not within the reasonable control of the
Company’s management or (3) the effects of tax or accounting changes. Finally, no Performance Goal
shall be treated as satisfied under this § 4 until the Committee certifies that such goal has been
satisfied in accordance with § 5.




§ 5




CERTIFICATION AND RIGHT TO PAYMENT



     The Committee at the end of each Fiscal Year shall certify the extent, if any, to which the
Performance Goals set for each Participant for such Fiscal Year have been met and shall determine
the bonus payable to each Participant based on the extent, if any, to which he or she met his or
her Performance Goals. However, the Committee shall have the right to reduce a Participant’s bonus
as determined under this § 5 to the extent that the Committee acting in its discretion determines
that such a reduction is appropriate. If the Committee certifies that a bonus is payable to a
Participant for any Fiscal Year, such bonus shall be paid in cash as soon as practical after such
certification has been made. However, no Participant shall have a right to the payment of a bonus
for any Fiscal Year if his or her employment with the Company has terminated for any reason
whatsoever before the date the bonus is actually paid unless the Committee in the exercise of its
absolute discretion expressly waives this employment requirement; provided, however, if the
Committee so waives this requirement for any Participant for any Fiscal Year, his or her bonus, if
any, earned under this Program shall be paid no later than 21/2 months after the end of such Fiscal
Year.



§ 6




BONUS CAP



     No bonus shall be paid to any Participant for any Fiscal Year under this Program to the extent
such bonus would exceed 200% of the Participant’s base salary paid to the Participant during such
Fiscal Year or $2,000,000, whichever is less. However, the Committee shall have the discretion to
set a lower cap on the bonus payable to any Participant for any Fiscal Year.



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§ 7




ADMINISTRATION



     The Committee shall have the power to interpret and administer this Program as the Committee
in its absolute discretion deems in the best interest of the Company, and the Committee to the
extent practicable shall do so to protect the Company’s right to deduct any bonus payable to a
Covered Executive in light of § 162(m) of the Code.



§ 8




AMENDMENT AND TERMINATION



     The Committee shall have the power to amend this Program from time to time as the Committee
deems necessary or appropriate and to terminate this Program if the Committee deems that such
termination is in the best interest of the Company.



§ 9




MISCELLANEOUS



     9.1. General Assets. Any bonus payable under this Program shall be paid exclusively
from the Company’s general assets.



     9.2. General Creditor Status. The status of each Participant with respect to his or
her claim for the payment of a bonus under this Program shall be the same as the status of a
general and unsecured creditor of the Company.



     9.3. No Assignment. No Participant shall have the right to assign or otherwise
alienate or commute all or any part of the bonus which might be payable to such Participant under
this Program, and any attempt to do so shall be null and void.



     9.4. No Contract of Employment. The designation of any individual as a Participant in
this Program shall not constitute an agreement by the Company to employ any such individual for any
period of time or affect the Company’s right to terminate his or her employment at any time and for
any reason or for no reason.



	 	 	 	 	 
	 	AFC ENTERPRISES, INC.


 	 
	 	By:  	/s/ Cheryl A. Bachelder
 	 
	 	Title:  	Chief Executive Officer and President 	 
	 	Date:  	March 25, 2010	 
	 




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