Equity Incentive Plan (as amended and restated)



 







EXHIBIT 10.10




BURGER KING HOLDINGS, INC. EQUITY INCENTIVE PLAN




AS ADOPTED ON JULY 9, 2003




AND AMENDED AND RESTATED ON MAY 12, 2006




     The purpose of the Plan is to foster and promote the long-term financial success of the
Company by providing participants with the opportunity to earn significant equity interests in the
Company and thereby share in any increase in the long-term value of the Company, by motivating such
participants to continue in the service of the Company Group and to perform their duties and
responsibilities to the best of their professional ability and by aligning the interests of
participants with those of the shareholders of the Company in increasing shareholder value.



I. Definitions.




     Unless the context clearly indicates otherwise, the following capitalized terms, when used in
the Plan, shall have the meanings set forth in this Article I. Wherever used in the Plan, words in
the masculine gender shall be deemed to refer to females as well as to males; words in the singular
number shall be deemed to refer also to the plural number; and references to a statute or statutory
provision shall be construed as if they referred also to that provision (or to a successor
provision of similar import) as currently in effect, as amended or as reenacted.




“Adjustment Event” means any stock split, reverse stock split, combination or
exchange of shares, recapitalization, subdivision, merger, consolidation, reclassification,
reorganization (whether or not such reorganization comes within the definition of such term
in Section 368 of the Code), spin-off or other distribution of stock or property of the
Company, partial or complete liquidation of the Company or any similar transaction
affecting the outstanding Shares or the capitalization of the Company or the payment by the
Company of any special or extraordinary dividend or distribution on Shares.




“Affiliate” means, with respect to any Person, any other Person that directly or
indirectly, Controls, is Controlled by, or is under common Control with the first Person,
including but not limited to a Subsidiary of the first Person, a Person of which the first
Person is a Subsidiary, or another Subsidiary of a Person of which the first Person is also
a Subsidiary.




“Annual Bonus” means the annual bonus amount awarded to a Participant by a member
of the Company Group pursuant to the annual bonus program of the Company Group, as in
effect from time to time, applicable to such Participant,
determined without regard to any reduction from such annual bonus amount pursuant to a
Participant’s Deferral Election.



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“Award” means an award of Restricted Units, Options or Investment Rights
granted to a Participant pursuant to the Plan as of a particular Grant Date, as evidenced
by an Award Agreement.




“Award Agreement” means any written agreement, contract or other instrument
evidencing any Award under the Plan, which may, but need not, be executed or acknowledged
by a Participant.




“BKC” means Burger King Corporation, a Florida corporation and a wholly owned
Subsidiary of the Company, or any Successor thereto.




“Board” means the Board of Directors of the Company.




“Board Member Participant” means an Eligible Board Member who is granted an Award
under the Plan and, in the event of the death of such member, his designated beneficiary or
estate.




“Business Day” means any day other than a Saturday, Sunday or day on which banking
institutions in New York, New York are authorized or obligated by law or executive order to
close.




“Cause” means:




     (i) in the case of a Participant other than an Eligible Board Member, such
Participant’s (A) material breach of his obligations under any written agreement with the
Company Group, (B) material violation of any of the Company Group’s policies, procedures,
rules and regulations applicable to employees generally or to employees at Participant’s
grade level, including, without limitation, the Burger King Companies Code of Business
Ethics and Conduct, in each case, as they may be amended from time to time, (C) failure to
reasonably and substantially perform his duties to the Company Group (other than as a
result of physical or mental illness or injury); (D) willful misconduct or gross negligence
that has caused or is reasonably expected to result in material injury to the business,
reputation or prospects of the Company Group; (E) fraud or misappropriation of funds; or
(F) commission of a felony or other serious crime involving moral turpitude; provided that
if a Participant is party to an employment agreement with a member of the Company Group at
the time of his termination of employment and such agreement contains a different
definition of “cause,” the definition in such employment agreement will control for
purposes of the Plan and such Participant’s Award Agreement(s); and




     (ii) in the case of an Eligible Board Member, such Eligible Board Member’s (A) gross
negligence or willful misconduct in connection with his duties as a member of the Board or
refusal, after demand, to substantially perform
such duties, (B) dishonesty, fraud, embezzlement, misappropriation of funds or theft
or (C) conviction of, or plea of nolo contendere to, a felony or other serious crime.



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If within the twelve (12) month period subsequent to a Participant’s termination of
employment with the Company Group by a member thereof Without Cause or termination of
service on the Board, the Board determines that the Participant’s employment or service
could have been terminated for Cause, the Participant’s employment or Board service will,
at the election of the Board, be deemed to have been terminated for Cause, effective as of
the date the events giving rise to Cause occurred.




“Change of Control” means the occurrence of: 




     (i) any “person” (as defined in Section 13(d) of the Exchange Act) other than the
Company, its Affiliates or an employee benefit plan or trust maintained by the Company or
its affiliates, becoming the “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of more than 40% of the combined voting power of the
Company’s then outstanding securities (excluding any “person” who becomes such a beneficial
owner in connection with a transaction described in clause (A) of paragraph (iii) below);




     (ii) at any time during a period of twelve consecutive months, individuals who at the
beginning of such period constituted the Board ceasing for any reason to constitute at
least a majority thereof, unless the election by the Company’s shareholders of each new
director during such twelve-month period was approved by a vote of at least a majority of
the directors then still in office who were directors at the beginning of such twelve-month
period; or




     (iii) the consummation of (A) a merger or consolidation of the Company or any direct
or indirect subsidiary of the Company with any other corporation, other than a merger or
consolidation which would result in the voting securities of the Company outstanding
immediately prior to such merger or consolidation continuing to represent (either by
remaining outstanding or being converted into voting securities of the surviving entity or
any parent thereof) at least 50% of the combined voting power or the total fair market
value of the securities of the Company or such surviving entity or any parent thereof
outstanding immediately after such merger or consolidation, or (B) any sale, lease,
exchange or other transfer (in one transaction or a series of transactions) of assets of
the Company having a total gross fair market value equal to more than 40% of the total
gross fair market value of all assets of the Company immediately prior to such transaction
or transactions.




“Code” means the Internal Revenue Code of 1986, as amended.




“Committee” means the committee of the Board designated by the Board to administer
the Plan or, at any time that no committee has been designated, the Board.




“Company” means Burger King Holdings, Inc., a Delaware corporation, or any
Successor thereto.



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“Company Group” means, collectively, BKC, its direct and indirect Subsidiaries and
any Affiliate of BKC specifically designated as a member of the Company Group by the
Committee.




“Control” means, with respect to any Person, the possession, direct or indirect, of
the power to direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities, by contract or otherwise.




“Deferral Agreement” means, unless provided otherwise under regulations of the
Committee:




(i) in the case of an Employee Participant, an Award Agreement between the Company
and such Employee Participant pursuant to which the Employee Participant elects to
defer payment of a portion of his Annual Bonus for a Fiscal Year;




and




(ii) in the case of a Board Member Participant, an Award Agreement between the
Company and such Board Member Participant pursuant to which the Board Member
Participant elects to defer payment of all or a portion of the annual Board fees
payable to such a Board Member Participant for a Fiscal Year.




“Deferral Amount” means, unless otherwise determined by the Committee and provided
in the applicable Deferral Agreement:




(i) in the case of an Employee Participant, a dollar amount or percentage
specified by such Employee Participant in his or her Deferral Agreement for the
applicable Fiscal Year (or portion thereof) of the Annual Bonus awarded to such
Participant for such fiscal Year, which dollar amount or percentage may be
expressed in any of the following ways:




(A) the product of (1) the deferral percentage specified by the Employee
Participant, multiplied by (2) the actual Annual Bonus amount awarded to
such Participant for such Fiscal Year (or portion thereof); or




(B) the product of (1) the deferral percentage specified by the Employee
Participant, multiplied by (2) the excess, if any (any such excess, the
“Eligible Deferral Amount”), of (x) the actual
Annual Bonus amount awarded to such Participant for such Fiscal Year (or
portion thereof), over (y) a threshold dollar amount specified by such
Employee Participant in the Deferral Agreement to be paid in cash; or




(C) a portion of such Employee Participant’s Eligible Deferral Amount for
such Fiscal Year (or portion thereof) equal to the



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lesser of (1) the
specific dollar deferral amount specified by the Employee Participant and
(2) 100% of such Participant’s Eligible Deferral Amount for such Fiscal
Year (or portion thereof);




provided that, the Deferral Amount of an Employee Participant for any Fiscal Year
(or portion thereof) may not exceed 50% of the actual Annual Bonus amount awarded
to such Participant for such Fiscal Year (or portion thereof);




and




(ii) in the case of a Board Member Participant, the product of (x) the deferral
percentage set forth in such Board Member Participant’s Deferral Agreement for a
Fiscal Year (or portion thereof), multiplied by (y) the actual dollar amount of
annual Board fees that become payable to such Participant for such Fiscal Year (or
portion thereof).




“Deferral Election” means, unless provided otherwise under regulations of the
Committee:




(i) in the case of an Employee Participant, an irrevocable election by such
Employee Participant to defer payment of a portion of the Annual Bonus, if any,
that becomes payable to such Participant for services rendered in the Fiscal Year
commencing immediately after the date of the Deferral Agreement evidencing such
irrevocable election;




and




(ii) in the case of a Board Member Participant, an irrevocable election by such
Board Member Participant to defer payment of all or a portion of the annual Board
fees that becomes payable to such Participant for services rendered in the Fiscal
Year commencing immediately after the date of the Deferral Agreement evidencing
such irrevocable election;




provided that any such election by a Participant during the initial 30 days of such
Participant’s eligibility to make a Deferral Election under the Plan may provide for the
deferral of payment of a portion of such Participant’s Annual Bonus or annual Board fees,
as the case may be, payable for services rendered by such Participant during the portion of
the Fiscal Year following such 30-day initial eligibility period.




“Disability” means:




(i) in the case of an Employee Participant, (A) a physical or mental condition
entitling an Employee Participant to benefits under the long-term disability policy
of the Company Group covering such Employee Participant or (B) in the absence of
any such plan, a physical or mental condition of an Employee Participant rendering
him unable to perform his duties for the Company Group for a period of six (6)
consecutive months or longer; provided that if a Participant is a party to an
employment



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agreement with a member of the Company Group at the time of his
termination of employment and such agreement contains a different definition of
“disability” (or any derivation thereof), the definition in such employment
agreement will control for purposes of the Plan and such Participant’s Award
Agreement(s); and




(ii) in the case of a Board Member Participant, a physical or mental condition of
a Board Member Participant rendering him unable to perform his duties as a member
of the Board for a period of six (6) consecutive months or longer. A Board Member
Participant’s service as a member of the Board shall be deemed to have terminated
as a result of Disability on the date as of which the Board (or its designee)
determines the Board Member Participant has become disabled under the foregoing
definition in this clause (ii).




“Effective Date” means July 9, 2003, the date the Plan was adopted by the Board and
approved by shareholders of the Company.




“Election Period” means the period of time, as prescribed by the Committee from
time to time, during which an eligible Participant will have the opportunity to make a
Deferral Election and to enter into a Deferral Agreement evidencing such election.




“Eligible Board Member” means an individual serving as a member of the Board who is
not an employee of the Company Group.




“Eligible Employee” means each employee of the Company Group who is designated a
Level ET, Level 1, Level 2, Level 3, Level EL07, Level EL08, Pay Band 5, or Pay Band 6
employee, each other employee or group of employees of the Company Group who is
specifically designated by the Committee as an “Eligible Employee” and any consultant
retained by the Company Group who is specifically designated by the Board as an “Eligible
Employee.”




“Employee Participant” means an Eligible Employee who is granted an Award under the
Plan and, in the event of the death of such employee, his designated beneficiary or estate.




“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.




“Fiscal Year” means the Fiscal Year of the Company, initially the twelve month
period commencing on July 1 of a calendar year.




“Fiscal Quarter” means each fiscal quarter included in a Fiscal Year.




“Grant Date” means, with respect to an Award, the effective date of grant of
such Award, as set forth in the applicable Award Agreement.



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“Initial Public Offering” or “IPO” means the effective date of a
registration statement (other than a registration statement on Form S-4 or S-8, or any
successor form) filed in connection with an initial registered public offering of equity
securities of the Company following which at least 15% of the equity securities of the
Company have been publicly distributed or sold or are being actively traded on a national
securities exchange or quoted on an interdealer quotation system.




“Investment Award Notice” means the document(s) provided to a Participant
evidencing an Award of Investment Rights to such Participant and setting forth the terms
and conditions thereof, including the number Shares covered by such award, the per Share
and aggregate purchase price for such Shares and the period during which the Participant
may exercise the right to purchase such Shares.




“Lock-Up Period” has the meaning set forth in Section 9(b).




“Market Value” means, with respect to Shares, the closing price of a Share on
the date in question (or, if there is no reported sale on such date, on the last preceding
date on which any reported sale occurred) on the principal stock exchange on which the
Shares trade or are quoted, or otherwise the fair market value as determined by the
Committee, and with respect to any property other than Shares, the fair market value of
such property determined by such methods or procedures as shall be established from time to
time by the Committee.




“New Employer” means the ultimate parent entity of the acquiror in a Change in
Control.




“Option” means the right granted to a Participant under the Plan to purchase one
Share from the Company on the terms and subject to the conditions set forth herein and in
the Award Agreement evidencing such grant.




“Option Fair Value” means (i) the present value of an Option as of the Grant Date
thereof, determined on the basis of the exercise price and other terms and conditions of
such Option, using the Black-Scholes Option Pricing Model or any other option pricing
method selected by the Committee.




“Participant” means, collectively or individually, as the context requires, an
Employee Participant and/or a Board Member Participant.




“Person” means an individual, partnership, limited liability company, corporation,
trust, association, estate, unincorporated organization, a government or any agency or
political subdivision thereof or other entity of whatever nature, and shall include any
successor (by merger or otherwise) of such entity.




“Plan” means this Burger King Holdings, Inc. Equity Incentive Plan, as set forth
herein and as the same may be amended and in effect from time to time.



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“Restricted Units” means the right granted to a Participant under the Plan to
receive one Share at the time or times, on the terms and subject to the conditions set
forth herein and in the Award Agreement evidencing such grant.




“Retirement” means a Participant’s Termination of Active Service at or after the
later of (i) the Participant’s 65th birthday and (ii) the Participant’s
completion of five years of employment with the Company Group or service on the Board.




“Securities Act” means the U.S. Securities Act of 1933, as amended.




“Shares”
means shares of common stock of the Company, par value $0.01 per share, or shares of any equity securities into or for which such shares of common stock may be
converted or exchanged in connection with an Adjustment Event.




“Subsidiary” means, with respect to any Person, each corporation or other
Person in which the first Person owns or Controls, directly or indirectly, capital stock or
other ownership interests representing 50% or more of the combined voting power of the
outstanding voting stock or other ownership interests of such corporation or other Person.




“Successor” means, with respect to any Person, a Person that succeeds to the first
Person’s assets and liabilities by merger, liquidation, dissolution or otherwise by
operation of law, or a Person to which all or substantially all the assets and/or business
of the first Person are transferred.




“Termination of Active Service” means:




(i) in the case of an Employee Participant, the termination of such Employee
Participant’s active employment with the Company Group for any reason, including
such Participant’s resignation, death, Disability or Retirement or termination by
the member of the Company Group that employs the Participant Without Cause or for
Cause;




and




(ii) in the case of a Board Member Participant, the termination of such Board
Member Participant’s services as a member of the Board for any reason.




“Termination Date” means, with respect to a Participant, the date of such
Participant’s Termination of Active Service.




“Transfer” means any direct or indirect transfer, sale, exchange, assignment,
pledge, hypothecation, gift, testamentary transfer or other encumbrance or other
disposition of any interest, including the grant of an option or other right in respect of
such interest, whether directly or indirectly, whether voluntarily, involuntarily or by
operation of law; and “Transferred”, “Transferee” and
“Transferability” shall each have a correlative meaning.



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“Vested” means:




(i) in the case of Options and the Shares covered by such Options, that the
Participant has an immediate right to purchase such Shares on exercise of the
Options in accordance with the Plan and related Award Agreement;




and




(ii) in the case of a Restricted Unit, that the Participant’s right to receive one
Share in settlement of such Restricted Unit in accordance with the Plan and related
Award Agreement is no longer subject to forfeiture, other than in the event of a
termination for Cause;




The terms “Vesting”, “Vest” and other derivations of the term vested shall have correlative
meanings.




“Vesting Date” means the date or dates specified in the applicable Award Agreement
as of which a Participant’s rights in respect of all or a portion of the Award evidenced
thereby become Vested.




“Without Cause” means:




(i) in the case of an Employee Participant, such Participant’s Termination of
Active Service by the member of the Company Group that employs such Employee
Participant, other than any such termination by such member of the Company Group
for Cause or due to the Participant’s death, Disability or Retirement; provided
that if a Participant is a party to an employment agreement with a member of the
Company Group at the time of his termination of employment and such agreement
contains a different definition of “Without Cause” (or any derivation thereof), the
definition in such employment agreement will control for purposes of the Plan and
such Participant’s Award Agreement(s);




and




(ii) in the case of a Board Member Participant, such Participant’s Termination of
Active Service by the Board, other than any such termination by the Board for Cause
or due to the Participant’s death, Disability or Retirement.



II. Administration of the Plan.




     The Plan shall be administered by the Committee; provided that the Board may exercise any or
all of the authority, powers, rights or duties of the Committee under the Plan or in respect of any
Award or Award Agreement, in lieu of the Committee, and, in such event, the Board’s exercise of
such authority, powers, rights and or duties will be made in its sole discretion. The Committee
shall act by vote in person of a majority of its members or by unanimous written consent of its
members.



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     In addition to any other powers granted to the Committee under the terms of the Plan, the
Committee shall have full and complete discretionary authority to, consistent with the terms of the
Plan: (a) select the Eligible Employees and Eligible Board Members who will be granted Awards; (b)
determine the time or times when Awards will be granted and the terms and conditions thereof,
including the exercise or purchase price per Share subject to such Awards, the Vesting terms
thereof; (c) to prescribe the form, terms and conditions of the Award Agreements and any other
instrument evidencing any Awards; (d) to adopt, amend and rescind such rules and regulations as, in
its opinion, may be advisable for the administration of the Plan; (e) to construe and interpret the
Plan, such rules and regulations and the Award Agreements and other instruments evidencing Awards;
and (f) to make all other determinations necessary or advisable for the administration of the Plan.
Any interpretation, rule, regulation, determination or other act of the Committee (or the Board,
as the case may be) shall be made by the Committee (or the Board) in its sole and absolute
discretion and shall be conclusively binding upon all persons.



     The Committee may, in its discretion, delegate in writing such of its powers, rights and
duties under the Plan, in whole or in part, to such committee, person or persons as it may
determine, from time to time, on such terms and conditions as it may determine; provided that the
Eligible Employees and Eligible Board Members selected to receive an Award and any material terms
of such Awards that are different from the specific terms described herein must be approved, in
advance, by the Committee. The Committee may also appoint or engage a trustee, custodian or
administrator to administer or implement the Plan or any aspect of it.



     No member of the Committee or the Board (nor any other director or employee of or consultant
to the Company or the Company Group to whom any duty or power relating to the administration or
interpretation of the Plan, any Award or Award Agreement has been delegated) shall be liable for
any action, omission, or determination relating to the Plan, any Award or Award Agreement, and the
Company and BKC shall indemnify and hold harmless each member of the Committee and the Board (and
each such other director or employee of or consultant) against any cost or expense (including
counsel fees) or liability (including any sum paid in settlement of a claim with the approval of
the Committee) arising out of any action, omission or determination relating to the Plan, any Award
or Award Agreement, unless, in any such case, such action, omission or determination was taken or
made by such member, director, employee or consultant in bad faith and without reasonable belief
that it was in the best interests of the Company.



III. Capital Stock Subject To Awards.




     The maximum number of Shares that may be issued in connection with Awards granted under the
Plan shall not exceed 13,684,418 Shares in the aggregate, which number of Shares is subject to
adjustment pursuant to Article X. Further, subject to adjustment as provided in Article X, the
maximum number of Shares that may be covered by Awards granted to a Participant in any twelve-month
period shall not exceed 1,368,442 Shares.



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     Shares issued pursuant to Awards granted hereunder shall be provided from Shares held in the
Company’s treasury or from authorized but unissued Shares, as the Committee determines. Any Share
subject to an Award that expires, terminates or is otherwise cancelled or settled for any reason
without the issuance of such Share on or prior to the date of expiration, termination or other
cancellation or settlement will again be available for grant under the Plan.



IV. General Terms of Options.




     4.1 Grant of Options.



     (a) In General. Options may be granted to Participants at such times, in such amounts and
subject to such terms and conditions as shall be determined by the Committee. Each Award of
Options granted to a Participant shall be evidenced by an Award Agreement that shall specify (i)
the number of Options covered by such Award and the Grant Date, (ii) the exercise price at which a
Share may be purchased pursuant to each such Option, (iii) the duration of such Option, (iv) the
conditions to the Vesting of the Options and (v) such other terms and conditions consistent with
the Plan as the Committee shall determine, including customary representations, warranties and
covenants with respect to securities law matters.



     (b) Option Price. The exercise price per Share subject to each Option covered by an Award
shall be such price as the Committee shall determine as of the Grant Date and shall be set forth in
the applicable Award Agreement, provided that such price shall not be less than the Market Value of
a Share as of the Grant Date.



     (c) Option Grants on Deferral Election of Board Member Participants. The Committee shall
grant an Award of Options to a Board Member Participant who submits a valid Deferral Election to
BKC, evidenced by a Deferral Agreement, during an Election Period and otherwise in accordance with
such rules as the Committee may prescribe from time to time. Any such Award shall be evidenced by
an Award Agreement which shall provide, among other things, (i) for the grant of Options to the
Board Member Participant as of the first day of the first Fiscal Year (or, if applicable, the first
Fiscal Quarter) commencing after the applicable Election Period, (ii) shall cover a number of
Options equal to the quotient of (x) the Deferred Amount, divided by (y) the Option Fair Value as
of the Grant Date and (iii) shall have an exercise price equal to the Market Value of a Share as of
the Grant Date.



     (d) Normal Expiration Date. Options will have a term of ten years, unless the Committee and
the applicable Award Agreement specify otherwise, and will be subject to earlier expiration under
certain circumstances, including a Participant’s Termination of Active Service.



     4.2 Vesting of Options.



     (a) In General. The Committee shall establish and each Award Agreement shall specify the
conditions to the Vesting of all Options evidenced by such Award



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Agreement. The Committee may
establish different or cumulative Vesting Dates and/or different or cumulative conditions for
separate installments of Options to become Vested and may impose such restrictions or conditions to
the Vesting of Options as it determines. Such conditions may be based on continued services of the
Participant, attainment by the Participant, the Company Group or any division or operating unit
thereof of performance objectives or a combination of services and attainment of performance
objectives, as the Committee determines.



     (b) Vesting Schedule.




     (i) Employee Participants. Unless otherwise determined by the Committee and
provided in the applicable Award Agreement, subject to the continuous active employment of
the Employee Participant with the Company Group until the applicable Vesting Date, Options
granted to an Employee Participant shall become Vested in five equal annual installments on
each of the first five anniversaries of the Grant Date.




     (ii) Board Member Participants. Unless otherwise determined by the Committee
and provided in the applicable Award Agreement, subject to the continuous service of the
Board Member Participant on the Board until the applicable Vesting Date, Options granted to
a Board Member Participant pursuant to such member’s Deferral Election shall become Vested
in four equal installments on the last day each of the first four fiscal quarters of the
Company ending after the Grant Date.



     (c) Discretion to Accelerate. Notwithstanding any other provision herein, the Committee may
accelerate the Vesting of any Option, all Options or any class of Options, at any time and from
time to time.



     (d) Accelerated Vesting Upon a Change of Control. Notwithstanding any other provision
herein, if a Change of Control occurs and, within twenty-four months after the date of such Change
of Control, an Employee Participant’s employment with the Company Group is terminated by the member
of the Company Group that employs such Employee Participant Without Cause, all Options granted to
such Employee Participant shall become immediately and fully Vested upon the Termination Date.



     4.3 Manner of Exercise.



     (a) In General. Vested Options shall be exercisable in whole or in part; provided that no
fractional Shares will be issued in connection with any exercise of Options. The partial exercise
of Vested Options shall not cause the expiration, termination or cancellation of the remaining
portion thereof.



     (b) Notice of Exercise. A Participant may exercise Vested Options by delivering notice, in
such form as may be approved by the Committee from time to time. Such notice shall (i) specify the
number of Options being exercised and the aggregate exercise price therefore, (ii) specify the
effective date of the proposed exercise, (iii) in the




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case of an Employee Participant, specify the
manner in which such Participant will satisfy the tax withholding obligations related to such
exercise and (iv) if applicable and subject to any required Committee approval, specify that the
Participant intends to tender previously owned Shares that have been owned by at least six months
in full or partial satisfaction of the aggregate exercise price and/or minimum statutory tax
withholding amount.




     (c) Payment of Exercise Price; Withholding Taxes. Full payment of the aggregate exercise
price for Shares purchased upon the exercise of Vested Options and, in the case of Employee
Participants, the related minimum statutory tax withholding amount must be made on or prior to the
effective date of exercise either (i) in cash, by certified check, bank cashier’s check or wire
transfer, (ii) subject to the prior approval of the Committee, (x) in Shares that have been owned
by the Participant for at least six months prior to the effective date of exercise or (y) by
requesting the Company withhold Shares otherwise issuable to the Participant in connection with
such exercise, or (iii) partly in such Shares with the balance in cash, by certified check, bank
cashier’s check or wire transfer. Any Shares tendered or withheld to satisfy an Employee
Participant’s minimum tax withholding obligations will be valued at their Market Value on the
effective date of the corresponding Option exercise.




	 	4.4	 	Termination of Active Service.





     (a) In General. Unless otherwise determined by the Committee and provided in the applicable
Award Agreement, in the event of a Participant’s Termination of Active Service, (i) all Options
which are not Vested on such Participant’s Termination Date shall terminate and expire
automatically as of such date and (ii) all Options which are Vested on such Termination Date shall
remain exercisable until the first to occur of (x) the normal expiration date of such Vested
Options and (y)(1) in the case of a termination Without Cause or by the Participant’s resignation,
the 90th day following such Termination Date or (2) in the case of a termination due to
the Participant’s death, Disability or Retirement, the one year anniversary of such Termination
Date. Any Vested Options that are not exercised prior to the expiration of such 90-day or one year
period, as applicable, shall terminate and expire automatically as of the date of expiration.



     (b) Termination for Cause. Notwithstanding any other provision herein, unless otherwise
determined by the Committee and provided in the applicable Award Agreement,
in the event of a Participant’s Termination of Active Service for Cause, all Options then held
by such Participant (whether or not then Vested) shall terminate and be canceled automatically and
immediately upon the delivery of written notice of such termination to the Participant.




	 	4.5	 	Limits on Transfers and Exercise of Options.





     During the Participant’s lifetime, the Participant may not Transfer any Options and all
Options granted to a Participant may be exercised solely by such Participant. Upon the death of a
Participant, outstanding Vested Options granted to such Participant may be exercised only by the
executors or administrators of the Participant’s estate or by



13









 







any Person or Persons who shall have
acquired such right to exercise by will or by the laws of descent and distribution. No Transfer to
any executor or administrator of the Participant’s estate or to any Person or Persons by will or
the laws of descent and distribution of any Vested Option, or the right to exercise any Vested
Option, shall be effective to bind the Company unless the Committee shall have been furnished with
(a) written notice thereof and with a copy of the will and/or such evidence as the Committee may
deem necessary to establish the validity of the Transfer and (b) the written agreement of the
Transferee to comply with all of the terms and conditions applicable to the Vested Options and any
Shares purchased upon exercise of Vested Options that are or would have been applicable to the
Participant.



V. General Terms Applicable to Restricted Units.





	 	5.1	 	Grant of Restricted Units.





     (a) In General. The Committee may grant Awards of Restricted Units at such times, in such
amounts and subject to such terms and conditions as it shall determine. All Awards of Restricted
Units shall be evidenced by an Award Agreement which shall specify (i) the number of Restricted
Units covered by such Award and the Grant Date, (ii) the conditions to the Vesting of such
Restricted Units, (iii) the conditions to and circumstances under which such Restricted Units will
be settled and (iv) such other terms and conditions consistent with the Plan as the Committee shall
determine, including customary representations, warranties and covenants with respect to securities
law matters.



     (b) Grants of Restricted Units on Deferral Election of Employee Participants. An Employee
Participant who submits a valid Deferral Election to BKC, evidenced by a Deferral Agreement, during
an Election Period and otherwise in accordance with such rules as the Committee may prescribe from
time to time, will be eligible to receive an Award of Restricted Units. Any such Award shall be
evidenced by an Award Agreement that provides, among other things, (i) for the grant of Restricted
Units to the Employee Participant on the date that Annual Bonuses are generally paid to employees
for the Fiscal Year to which the corresponding Deferral Election relates, subject to the Employee
Participant’s continued active employment with the Company Group until such Grant Date, and (ii)
for the grant of the greatest whole number of Restricted Units that equals the
quotient of (x) the Deferred Amount, if any, divided by (y) the Market Value of a Share as of
the Grant Date.




	 	5.2	 	Vesting Of Restricted Units.





     (a) In General. The Committee shall establish and each Award Agreement shall specify the time
or times at which, and the increments in which, Restricted Units evidenced by such agreement shall
become Vested and the conditions, if any, which must be satisfied as a condition to the Vesting of
all or any such Restricted Units. The Committee may establish different or cumulative Vesting
Dates and/or different or cumulative conditions for separate installments of Restricted Units to
become Vested and may impose such restrictions or conditions to the Vesting of such Restricted
Units as it



14









 







determines. Such conditions may be based on continued services of the Participant,
attainment by the Participant, the Company Group or any division or operating unit thereof of
performance objectives or a combination of services and attainment of performance objectives, as
the Committee determines.



     (b) Vesting Schedule. Unless otherwise determined by the Committee and provided in the
applicable Award Agreement, subject to the Participant’s continuous active employment with the
Company Group until the applicable Vesting Date, an Award of Restricted Units granted to an
Employee Participant pursuant to his Deferral Election shall become Vested in two equal annual
installments on each of the first two anniversaries of the Grant Date; provided that, in the event
of the Termination of Active Service of any such Employee Participant prior to the applicable
Vesting Date Without Cause or due to such Employee Participant’s Retirement, Disability or death,
all then outstanding Restricted Units granted to such Employee Participant pursuant to his Deferral
Election that have not yet become Vested shall become immediately and fully Vested on and as of
such Employee Participant’s Termination Date. Vested Restricted Units shall be settled and paid
out at such times and in accordance with the provisions of Section 5.3 below.



     (c) Discretion to Accelerate. Notwithstanding any other provision herein, the Committee may
accelerate the Vesting of any Restricted Units, all Restricted Units or any class of Restricted
Units, at any time and from time to time.




	 	5.3	 	Time and Manner of Settlement; Termination of Active Service.





     (a) Settlement of Restricted Units. Except as otherwise provided below in subsection (b) or
in the applicable Award Agreement, all Vested Restricted Units shall be settled on December 31,
2007 (the “Settlement Date”), subject to the Participant remaining actively employed by, or in the
case of a Board Member Participant, providing services to, the Company or a member of the Company
Group on such date. As soon as reasonably practicable following the Settlement Date, subject to
Section 5.3(c), the Company shall transfer to Participant, in full and complete satisfaction of the
obligations of the Company and the Company Group and the rights of such Participant in respect of
such Award of Restricted Units, a stock certificate, registered in the name of such
Participant, for a number of Shares equal to the number of Vested Restricted Units covered by
such Award.



     (b) Settlement upon Termination of Active Service Prior to the Settlement Date. Except as
otherwise provided in the applicable Award Agreement, as soon as reasonably practicable following a
Participant’s Termination of Active Service on a Termination Date that is prior to the Settlement
Date, subject to Section 5.3(c), the Company shall transfer to such Participant, in full and
complete satisfaction of all of the obligations of the Company and the Company Group and the rights
of such Participant in respect of all then outstanding Awards of Restricted Units
held by such
Participant, a stock certificate, registered in the name of such Participant, for a number of
Shares equal to the number of Vested Restricted Units



15









 







covered by all then outstanding Awards and
all Restricted Units covered by any such Award that are not Vested as of the Participant’s
Termination Date shall automatically terminate and expire as of such date.



     (c) Termination for Cause. Notwithstanding any other provision herein, unless otherwise
determined by the Committee and provided in the applicable Award Agreement, in the event of a
Participant’s Termination of Active Service for Cause, all Awards of Restricted Units then held by
such Participant (whether or not then Vested) shall terminate and be canceled automatically and
immediately, without any payment to such Participant, upon the delivery of written notice of such
termination to the Participant, except that, solely with respect to Vested Restricted Units granted
to an Employee Participant pursuant to a Deferral Election, the Participant will be entitled to a
cash payment equal to the lesser of the sum of the Deferred Amount(s) in respect of such Vested
Restricted Units and the aggregate then Market Value of the Shares covered by such Vested
Restricted Units.




	 	5.4	 	Rights of Shareholders.





     A Participant shall not have or be entitled to exercise any of the rights of a shareholder
with respect to any Restricted Units granted to such Participant unless and until stock
certificates for Shares are issued and delivered to the Participant in settlement of Vested
Restricted Units. In particular and without limitation, Participants will not be entitled to vote
on any matter submitted to a vote of shareholders or, except as otherwise determined by the
Committee and provided in the applicable Award Agreement, receive payment of any dividends or other
distributions in respect of Shares or any equivalent amounts in lieu thereof.




	 	5.5	 	Limits on Transfers of Restricted Units.





     During the Participant’s lifetime, the Participant may not Transfer any Restricted Units or
any rights in respect thereof. Upon the death of a Participant, outstanding Vested Restricted
Units granted to such Participant will be settled by transfer of Shares to the executors or
administrators of such Participant’s estate or to any person or persons who shall have acquired the
right to receive a transfer of such Shares by will or by the laws of descent and distribution. No
Transfer to any executor or administrator of the Participant’s estate or to any Person or Persons
by will or the laws of descent and distribution of any rights in respect of Restricted Units or
Shares shall be effective to bind
the Company unless the Committee shall have been furnished with (a) written notice thereof and
with a copy of the will and/or such evidence as the Committee may deem necessary to establish the
validity of the Transfer and (b) the written agreement of the Transferee to comply with all the
terms and conditions applicable to the Vested Restricted Units and any Shares transferred in
settlement of such Vested Restricted Units that are or would have been applicable to the
Participant.



VI. General Terms of Investment Rights




     6.1 Grant of Investment Rights. Awards of Investment Rights may be made only prior to
an Initial Public Offering. The Committee may grant Awards of Investment Rights to Eligible
Employees who are members of the BKC Executive Team or have the



16









 







title of Vice President, Eligible
Board Members and, subject to the prior approval of the Committee, any other senior executive of
the Company Group selected by the Committee. All Awards of Investment Rights shall be evidenced by
an Investment Award Notice and shall be granted on the terms and subject to the conditions set
forth in this Article VI, unless otherwise directed by the Board and provided in such notice. Only
one Award of Investment Rights may be made to any Eligible Employee or Eligible Board Member unless
the Board approves, in advance, the grant of an additional Award of Investment Rights to any
identified Eligible Employee(s) or Eligible Board Member(s).




	 	6.2	 	Terms and Conditions of Investment Rights.





     (a) Description of Investment Rights. An Award of Investment Rights entitles a Participant to
purchase for cash a stated number of Shares, at a stated purchase price that is not less than the
Market Value of a Share as of the Grant Date, subject to the conditions set forth in Section
6.2(b). A Participant will be entitled to exercise the right to purchase such Shares during a
limited period of no less than 15 days and no more than 30 days immediately following the Grant
Date, as specified in the Investment Rights Notice. .



     (b) Conditions To Exercise of Investment Rights. A Participant’s right to exercise any
Investment Rights covered by an Award granted to such Participant is subject to satisfaction of all
of the following conditions:




     (i) The Participant’s exercise of Investment Rights with respect to Shares having an
aggregate purchase price not less than $10,000.




     (ii) No later than the last day of the exercise period specified in the Investment
Award Notice, the Participant’s delivery of written notice to BKC of his election to
exercise Investment Rights, in such form and containing such information as the Committee
shall prescribe, together with any other documents as may be requested by the Committee.




     (iii) The Participant’s continuous active employment with the Company Group or service
on the Board from the Grant Date to the date of the
closing of the purchase of the Shares to be purchased on exercise of Investment
Rights.




     (iv) The Participant’s payment, in full, of the aggregate purchase price for all
Shares to be purchased upon exercise of Investment Rights, in cash or by certified check,
money order or wire transfer, at or prior to the closing of such purchase of Shares.




     (v) The Participant’s written agreement (received by BKC at or prior to the closing of
such purchase of such Shares) to participate in the Burger King Corporation Investment
Deferred Compensation Plan and to defer payment, and the deferral, of all eligible cash
compensation payable to such Participant for services rendered after the closing of the
purchase of Shares, until such



17









 






Participant has deferred payments in an aggregate amount
equal to 53.85% of the aggregate purchase price for all Shares to be purchased upon
exercise of such Investment Rights.




     (vi) The Participant’s written agreement (received by BKC at or prior to the closing
of such purchase of Shares) to notify BKC in writing as to whether the Participant intends
to make an election pursuant to Section 83(b) of the Code with respect to the Shares
purchased upon exercise of such Investment Rights, and, if applicable, within 20 days
following the closing of such purchase, the Participant’s delivery of written notice to BKC
of his having made an “83(b)” election, together with a copy of the “83b” election actually
filed by the Participant with the appropriate Internal Revenue Service Center with respect
to such purchase.



     (c) Vesting of Investment Rights. A Participant’s right to exercise Investment Rights will be
fully Vested as of the Grant Date and throughout the period to exercise such Investment Rights set
forth in the Investment Award Notice.



     (d) Term and Expiration of Investment Rights. Investment Rights will have a term of 30 days,
unless the Committee and the applicable Investment Award Notice specifies otherwise. An Award of
Investment Rights will expire automatically, to the extent not then exercised, on the last day of
the exercise period specified in such Investment Award Notice. Investment Rights with respect to a
number of Shares that the Participant elects to purchase will expire automatically on the date
specified by the Committee for the closing of the Participant’s purchase of such Shares, whether or
not such purchase is effected.




	 	6.3	 	Limits on Transfers and Exercise of Investment Rights.





     A Participant may not Transfer Investment Rights at any time and all Investment Rights granted
to a Participant may be exercised solely by such Participant.



VII. [Intentionally Deleted]




VIII. Change in Control





	 	8.1	 	In General.





     In the event of a Change of Control, the Committee shall determine from among the following
subsections 8.2 and 8.3 the manner in which then outstanding Options and Restricted Units,
respectively, will be effected. The Committee may provide for different treatment of Options and
Restricted Units and for different treatment of the same type of Award held by one or more
categories of Participant(s) identified by the Committee. The Committee may also provide that one
or more of the clauses under the following subsections 8.2. and 8.3 apply to all or any portion of
then outstanding Options and Restricted Units, respectively. For purposes of this Article VIII,
all references to the



18









 







Committee shall mean the Committee, as constituted prior to the closing of
the transaction constituting the Change in Control.




	 	8.2	 	Options.






     (i) The Committee may direct that all or any portion of then outstanding Options shall
be (x) adjusted by the Committee in accordance with Article X, if the Change in Control
transaction constitutes an Adjustment Event, and (y) honored and assumed by the New
Employer, or converted into equivalent options to purchase equity securities of the New
Employer; provided that such honored and assumed, or converted, options, (A) have
substantially the same terms and conditions as apply to the corresponding Options
immediately prior to the Change in Control, including, without limitation, an identical
Vesting and exercise schedule and identical manner and timing of exercise, but not
including terms restricting the right of the Participant to transfer shares purchased upon
exercise of such options, and (B) further provide that, in the event of the Participant’s
termination of employment Without Cause (including any such termination by the New Employer
or any of its Subsidiaries or Affiliates) at any time during the six month period following
the Change in Control, all assumed and honored, or converted, options that are not Vested
as of the date notice of termination is sent to the Participant shall become immediately
fully Vested and exercisable as of such date.




     (ii) The Committee may direct that all or any portion of then outstanding Options
become fully Vested and exercisable immediately prior to the closing of the Change in
Control transaction.




     (iii) The Committee may direct that all or any portion of then outstanding Options be
cancelled in exchange for a payment, in cash or equity securities of the New Employer, of
an amount equal to (or, in the case of payment in securities, having an aggregate fair
market value, as determined by the Committee as of the closing date of the Change in
Control transaction, equal to) the net consideration per Share realized by the shareholders
of the Company as a
result of such Change in Control transaction reduced by the Option exercise price,
with the fair market value of any portion of such consideration that is not paid in cash
determined by the Committee. The Committee may also provide that any payment in
cancellation of outstanding Options be made in a lump sum as soon as reasonably practicable
following the closing of the Change in Control transaction or in a series of current and
deferred payments; provided that, in the event of the Participant’s termination of
employment Without Cause (including any such termination by the New Employer or any of its
Subsidiaries or Affiliates) at any time during the six month period following the Change in
Control, any portion of a payment in cancellation of outstanding Options that has not been
paid to the Participant prior to the date notice of termination is sent to the Participant
shall be paid to such Participant as soon as practicable after such notice is sent, but in
no event later than the date of the Participant’s termination of employment.



19









 






	 	8.3	 	Restricted Units.






     (i) The Committee may direct that all or any portion of then outstanding Restricted
Units shall be (x) adjusted by the Committee in accordance with Article X, if the Change in
Control transaction constitutes an Adjustment Event, and (y) honored and assumed by the New
Employer on substantially the same terms and conditions as apply to such Restricted Units
immediately prior to the Change in Control, including, without limitation, an identical
Vesting schedule and identical manner and timing of settlement, but not including terms
restricting the right of the Participant to transfer any shares transferred in settlement
of any such honored and assumed Restricted Units.




     (ii) The Committee may direct that new cash or equity-based awards be granted by the
New Employer to the holders of all or any portion of then outstanding Restricted Units in
substitution for such Restricted Units, provided that such new awards must (x) have
substantially equivalent economic value to the substituted Restricted Units (determined at
the time of the Change of Control) and (y) provide Participants with rights and
entitlements that are substantially equivalent to or better than the rights and
entitlements applicable under the terms of such substituted Restricted Units immediately
prior to the Change in Control, including, but not limited to, an identical or better
Vesting schedule and identical or better timing and methods of settlement.




     (iii) The Committee may direct that all or any portion of then outstanding Restricted
Units become fully Vested immediately prior to the closing of the Change in Control
transaction.




     (iv) The Committee may direct that all or any portion of then outstanding Restricted
Units be cancelled in exchange for a payment, in cash or equity securities of the New
Employer, of an amount equal to (or, in the case of payment in securities, having an
aggregate fair market value, as determined by the Committee as of the closing date of the
Change in Control transaction, equal to)
the net consideration per Share realized by the shareholders of the Company as a
result of such Change in Control transaction, with the fair market value of any portion of
such consideration that is not paid in cash determined by the Committee. The Committee may
also provide that any payment in cancellation of outstanding Restricted Units be made in a
lump sum as soon as reasonably practicable following the closing of the Change in Control
transaction or in a series of current and deferred payments.



IX. Restrictive Covenants.




     (a) Non-Competition/Non-Solicitation Covenants. Notwithstanding any other provision hereof,
the Committee may provide in a Participant’s Award Agreement that failure by such Participant to
comply with any restrictive covenant set forth in such Award Agreement, including, without
limitation, non-competition, non-disclosure and/or non-solicitation provisions, may result in
penalties, including, without limitation, the forfeiture



20









 







of the Awards granted under the Plan and
the obligation to repay any profits derived from such Awards.



     (b) Lock-Ups. Notwithstanding any other provision hereof and except as provided otherwise in
the applicable Award Agreement, no Participant shall be permitted to Transfer Shares during the 20
days prior and the 180 days (or such longer period as the applicable underwriters may specify)
following the effective date of any registration statement filed by the Company in connection with
an Initial Public Offering (the “Lock-Up Period”).



X. Capital Adjustments.




     If the event of any change in the number, class or type of Shares outstanding or other change
in the capitalization of the Company by reason of an Adjustment Event, the Committee may make such
adjustments as it determines are appropriate to (i) the maximum aggregate number of Shares and/or
the maximum individual number of Shares under Article III and/or the class or type of shares of
capital stock with respect to which Awards may be granted under the Plan, (ii) the maximum number
of Shares covered by Awards and/or class or type of Shares covered by such Awards that may be
granted under the Plan to any individual during any twelve-month period, (iii) the number of Shares
and/or the class or type of shares of capital stock covered by then outstanding Awards and (iv) if
applicable, the per share exercise price of each Option then outstanding, the per share purchase
price under Investment Rights then outstanding, the Repurchase Price per Share applicable to any
Awards and/or the Market Value per Share.



     In the event of any adjustment to the class or type of Shares or other equity securities
available for grant under the Plan or subject to outstanding Awards, references herein and in any
applicable Award Agreement will be deemed to refer to such different class or type of shares of
capital stock or other equity securities.



XI. Securities Matters.




     Neither the Company nor the Company Group shall be under any obligation to effect the
registration pursuant to the Securities Act of any Shares to be issued hereunder or to effect
similar compliance under any state or non-US laws. Notwithstanding anything herein to the
contrary, neither the Company nor the Company Group shall be obligated to cause to be issued or
delivered any Shares or any certificates evidencing Shares pursuant to the Plan unless and until
the Company is advised by its counsel that the issuance and delivery of such Shares and
certificates is in compliance with all applicable laws, regulations of governmental authority and
the requirements of any securities exchange on which Shares are traded. The Committee may require,
as a condition to the issuance and delivery of Shares and/or certificates evidencing Shares
pursuant to the terms hereof, that the recipient of such Shares make such covenants, agreements and
representations, and that such certificates bear such legends, as the Committee deems necessary or
desirable.



21









 





     The exercise of any Option or Investment Right granted hereunder shall be effective only at
such time as counsel to the Company shall have determined that the issuance and delivery of Shares
pursuant to such exercise is in compliance with all applicable laws, regulations of governmental
authority and the requirements of any securities exchange on which Shares are traded. The Company
may defer the effectiveness of any exercise of an Option or Investment Right granted hereunder to
allow the issuance of Shares pursuant thereto to be made pursuant to registration or an exemption
from registration or other methods for compliance available under applicable laws. The Company
shall inform the Participant in writing of its decision to defer the effectiveness of such exercise
of an Option or Investment Right granted hereunder. During any period exercise of an Option or
Investment Right is deferred, the Participant may, by written notice, withdraw such exercise and
obtain the refund of any amount paid with respect thereto.



XII. Withholding Taxes.




     (a) Cash Remittance. Whenever Shares are to be issued upon the exercise of any Options or
Investment Rights or when Shares are transferred in settlement of any Restricted Units, the Company
shall have the right to require the Participant to remit to the Company in cash an amount
sufficient to satisfy all federal, state, local and foreign income and employment withholding tax
requirements, if any, attributable to such exercise or transfer prior to the delivery of any
certificate or certificates for such Shares.



     (b) Stock Remittance. Unless otherwise provided in the applicable Award Agreement, subject to
the prior written approval of the Company, when Shares are to be issued upon the exercise of any
Options or Investment Rights or Shares are to be transferred in settlement of Restricted Units, the
Participant may satisfy his tax withholding obligations by tendering to the Company a number of
Shares which have been owned by the Participant for at least six months having an aggregate Market
Value as of the date of such exercise or transfer equal to the minimum applicable withholding tax
requirements (determined using the minimum statutory withholding rate(s)), if any,
attributable to such exercise or transfer; provided, however, that no such written approval shall
be required with respect to using Shares owned by the Participant for at least six months to
satisfy all or a portion of the Participant’s minimum statutory tax withholding obligations if the
settlement of Vested Restricted Units occurs prior to the expiration of the Lock-Up Period with
respect to an Initial Public Offering.



     (c) Stock Withholding. Unless otherwise provided in the applicable Award Agreement, subject
to the prior written approval of the Company, when Shares of Common Stock are to be issued upon the
exercise of any Options or Investment Rights or Shares are to be transferred in settlement of
Restricted Units, the Company shall withhold a number of such Shares having an aggregate Market
Value as of the date of such exercise or transfer equal to the minimum applicable withholding tax
requirements (determined using the minimum statutory withholding rate(s)), if any, attributable to
such exercise or transfer in satisfaction of such Participant’s tax withholding obligations;
provided, however, that no such written approval shall be required with respect to using



22









 







Settlement
Shares to satisfy all or a portion of the Participant’s minimum statutory tax withholding
obligations if the settlement of Vested Restricted Units occurs prior to the expiration of the
Lock-Up Period with respect to an Initial Public Offering.



XIII. Amendment and Termination.




     The Committee may from time to time terminate the Plan or revise or amend the Plan or any
Award Agreement in any respect whatsoever except that, (i) without approval of the shareholders of
the Company, no such revision or amendment shall increase the number of Shares available for grant
under the Plan, other than pursuant to Article X, and (ii) no such revision or amendment to the
Plan or an Award Agreement shall adversely affect the rights of a Participant in respect of Awards
outstanding at the time of such revision or amendment without the Participant’s consent.



XIV. Miscellaneous.




     14.1 No Special Employment Rights. Nothing contained in the Plan shall confer upon any
Eligible Employee, Eligible Board Member or Participant any right with respect to the continuation
of his employment or services for the Company or the Company Group or interfere in any way with the
right of the Company and the Company Group at any time to terminate such employment or services.



     14.2 No Obligation to Accept or Exercise. The grant to an Eligible Employee or Eligible Board
Member of an Award under the Plan shall impose no obligation upon such Eligible Employee or
Eligible Board Member to accept such Award or, with respect to an Option or Investment Right,
exercise such Option or Investment Right.



     14.3 Company’s Right of Offset. If a Participant becomes entitled to a distribution of
benefits under the Plan, and if at such time the Participant has any outstanding debt, obligation,
or other liability representing an amount owing to the Company or the Company Group, then the
Company, upon a determination by the
Committee, and to the extent permitted by applicable law, may offset such amount so owing
against the amount of benefits otherwise distributable. Such determination shall be made by the
Committee.



     14.4 Notices. All notices and other communications hereunder shall be in writing and shall be
given and shall be deemed to have been duly given if delivered in person, or sent by certified or
express mail, return receipt requested, postage prepaid, by any recognized international equivalent
of such delivery or by facsimile or electronic delivery with confirmation of receipt to the parties
at the following addresses:



     If to the Participant:




To the address of such Participant on file with the Company or the Company Group as
applicable.



23









 





     If to the Company:


Burger King Holdings, Inc.

c/o Burger King Corporation

5505 Blue Lagoon Drive

Miami, Florida 33126

Attention:  Executive Vice President-Human Resources

                  
General Counsel

Telephone: 305-378-3755

                   
305-378-7913

Fax:  305 378 7112

         305-378-3330

E-mail:    psmith@whopper.com

                achwat@whopper.com




or to such other address as any party may have furnished to the other in writing in accordance
herewith, except that notices of change of address shall only be effective upon receipt.



     14.5 Descriptive Headings. The headings in the Plan are for convenience of reference only and
shall not limit or otherwise affect the meaning of the terms contained hereof.



     14.6 Severability. In the event that any one or more of the provisions, subdivisions, words,
clauses, phrases or sentences contained hereof, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision, subdivision, word, clause, phrase or sentence in every other
respect and of the remaining provisions, subdivisions, words, clauses, phrases or sentences hereof
shall not be in any way impaired, it being intended that all rights, powers and privileges of the
Company, the Company Group and Participants shall be enforceable to the fullest extent permitted by
law.



     14.7 Governing Law. The Plan shall be governed by and construed and enforced in accordance
with the laws of the State of Delaware, without regard to the provisions governing conflict of
laws.



     14.8 Foreign Nationals. Awards may be made to Participants who are foreign nationals or
employed outside of the United States on such terms and conditions different from those specified
in the Plan as the Committee shall determine necessary or advisable to achieve the purposes of the
Plan while complying with applicable local laws and tax practices.




	 	14.9	 	Expenses. The expenses of the Plan shall be paid by the Company.




24









 











     14.10 Effective Date and Term of Plan. The Plan was adopted by the Board and approved by
shareholders of the Company on July 9, 2003. No grant may be made under the Plan after the tenth
anniversary of the date the Plan was adopted.




25