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Exhibit 10.54
 
 POPEYES CHICKEN AND BISCUITS
2006 BONUS PLAN
Terms & Conditions  Effective 12/26/05
 Introduction
  General Terms and Conditions
 A.
    
    EFFECTIVE DATES, AMENDMENTS, RESERVATIONS
 The 2006 Bonus Plan is effective December 26, 2005 (the Effective Date) and will continue
for the Plan Year 2006. As of the Effective Date, all other bonus compensation plans,
either written or oral become void. While every effort is made by PCB to reward
performance through this plan, PCB reserves the right at any time, to modify, revoke,
suspend, terminate or change any or all of the provisions of the Plan, including
disqualifying an employee from participation, at any time and from time to time, due to
business or economic considerations. PCB will provide Participants with notice of any such
action as soon as possible after such action has been taken.
 B.
    
    DEFINITIONS
 1.
    
    Business Quarter or Quarter shall be as follows:
 First Quarter
    
    Period 1 through 4;Second Quarter
    
    Period 5 through 7;Third Quarter
    
    Period 8 through 10, and;Fourth Quarter
    
    Period 11 through 13.
 Confidential
    
    PCB 2006 Bonus Plan
    
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2.
    
    Semi-Annual is defined as twice a year. The first half-year is made
up of the First Quarter and the Second Quarter. The second half-year is made up of
the Third Quarter and the Fourth Quarter.3.
    
    Eligible Employee means an employee of the Company who is an
employee of the Company for at least one full period within a Semi-Annual period.
Individuals not eligible for the plan include:
 a.
    
    any employee who is classified as a unit-level, multi-unit
level, or regional director of operations employee;b.
    
    a leased employee within the meaning of Section 414(n)(2)
of the Internal Revenue Code of 1986, as amended;c.
    
    any individual classified by the Company as a leased employee
or an independent contractor; ord.
    
    any employee who is currently on a written performance
improvement plan at the time of the bonus payout.
 4.
    
    Bonus Compensation means any bonus incentive, commission, bonus or
other remuneration as set forth under this Bonus Plan.5.
    
    Participating Company or Company means PCB and any other
PCB company or affiliate designated as a Participating Company by the Committee.6.
    
    Participant means an Eligible Employee.7.
    
    Semi-Annual Bonus Payment means bonus compensation, which if
earned, is paid, as soon as practical, after the end of the Second Quarter and the
Fourth Quarter.8.
    
    Quarterly Bonus Payment means bonus compensation, which if earned,
is paid, as soon as practical, after the end of the each quarter.9.
    
    Plan Year is defined as PCBs 2006 fiscal year.
 C.
    
    TRANSFERS/PROMOTIONS/DEMOTIONS
 A Participant who is promoted or demoted during the Plan Year, for purposes of the Plan,
will have any payment (if earned) pro-rated based on the number of periods worked in each
position. Partial periods worked will be credited to the higher bonus plan opportunity
of the two possible bonus plans, if one of the two possible bonus metric payments is higher
than the other. Nothing in the foregoing is intended to allow for person hired in the
middle of a period to receive partial payment for the period.




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D.
    
    MID-PERIOD HIRESA Participant who is hired during a period must work at least two (2) full weeks during the
period to be eligible for a bonus payout for that period, if a bonus is paid. Nothing in
the foregoing is intended to allow for person hired in the middle of a period to receive
partial payment for the period.E.
    
    DECEASED EMPLOYEEBonus Compensation earned by a deceased employee before such employees death will be paid
to the deceased employees estate on the payment date.F.
    
    ADMINISTRATION
  (i)
    
    Chief Executive Officer(ii)
    
    Chief Financial Officer(ii)
    
    Senior Vice President, General Counsel of AFC(iv)
    
    Chief People Services Officer
 From time to time, persons may be added to or deleted from the Committee as deemed
appropriate the Chief Executive Officer. The specific duties of this Committee are, but
not limited to:
 (i)
    
    develop and enforce the polices and procedures necessary to
administer the Plan;(ii)
    
    interpret the Plan and make decisions concerning any and all
issues arising from the Plan; and(iii)
    
    ensure the administration of the Plan is equitable, fair and
consistent.
 G.
    
    BONUS COMPENSATION PAYMENTSAny Bonus Compensation Payments, when earned, will be made to Participants as provided in
each Participants 2006 Bonus Plan, as soon as practical after the end of the second and
fourth Quarters or otherwise specified. Participants whose employment with a company is
terminated for any reason other than death before payment of earned Bonus Compensation
shall not receive such payment, where allowable under state law unless otherwise
set forth in writing and approved by the Compensation Committee. No bonus payments will be
paid to any employee
 Confidential
    
    PCB 2006 Bonus Plan
    
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until specific financial metrics have been met, reviewed and approved. (See attached
document for metric details). PCB will apply applicable withholdings from bonus plan
payments.
 H.
    
    ADVANCES, DRAWS OR EARLY ON BONUS PAYOUTNo advances, draws or early payments against any potential bonus will be allowed.I.
    
    TAX WITHHOLDINGAll bonus payments made under this plan will be taxed using the appropriate Local and State
tax rates. The Federal supplemental tax rate will be applied to Bonus payments unless
otherwise requested by the employee, in writing to payroll, prior to the bonus payout.J.
    
    EMPLOYMENTThe language used in the Plan is not intended to create, nor is it to be construed to
constitute, a contract of employment between PCB and any Participant. All Participants
under the Plan remain at-will employees unless specifically designated otherwise in
writing. PCB retains all of its rights to discipline or discharge Participants who
participate in the Plan. Employees who participate in the Plan retain the right to
terminate employment at any time and for any reason, and PCB retains a reciprocal right.K.
    
    ELIGIBILITYIn order to participate under the Plan, an Employee must be an Eligible Employee (as
defined in section B.3)L.
    
    LEAVE OR PRORATIONParticipants earned Bonus Compensation will be pro-rated under the Plan, if any of the
following conditions exist during the Plan Year and if permitted by applicable law:
 (i)
    
    Leaves of Absence;(ii)
    
    Short Term Disability or Long Term Disability; or(iii)
    
    Workers Compensation.
 Confidential
    
    PCB 2006 Bonus Plan
    
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M.
    
    DISPUTESAny dispute regarding Bonus Compensation under the Plan shall be submitted by the
Participant in writing to the Committee, attention: PCBs Chief People Services Officer,
within sixty (60) days after the end of each semi-annual payout; otherwise, the payment
made or decision that no payment is due, will be deemed to be correct, final and binding
upon the Participant. All decisions by the Compensation Committee shall be binding and
conclusive upon PCB and the Participant and not subject to appeal. The Participant must
notify the immediate Supervisor of such disputes.
 Confidential
    
    PCB 2006 Bonus Plan
    
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