##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K/A
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended June 30, 2010
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from            to
 Commission file number: 001-32875
 
 BURGER KING HOLDINGS, INC.
 (Exact name of Registrant as Specified in Its Charter)
 Delaware
    
    75-3095469(State or Other Jurisdiction of 
Incorporation or Organization)
    
    (I.R.S. Employer
Identification No.)5505 Blue Lagoon Drive, Miami, Florida
    
    33126(Address of Principal Executive Offices)
    
    (Zip Code)
 Registrants telephone number, including area code
(305) 378-3000
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, par value $0.01 per share
    
    New York Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act:
None
 
 þ o
 o þ
 þ o
 o o
 o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE:




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##### 



TABLE OF CONTENTS
 Explanatory note
    
    
    3PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    4Item 11. Executive Compensation
    
    
    10Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    36Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    40Item 14. Principal Accounting Fees and Services
    
    
    42PART IVItem 15. Exhibits, Financial Statement Schedules
    
    
    43EX-31.1EX-31.2
  2




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EXPLANATORY NOTE
  3




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PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
  CURRENT BOARD OF DIRECTORS
     4




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John W. ChidseyDirector since 2006
    Age 48

Mr. Chidsey has served as Chairman of our Board since July 1,
    2008 and has served as Chief Executive Officer since April 2006.
    From September 2005 until April 2006, he served as our President
    and Chief Financial Officer and from June 2004 until September
    2005, he was our President, North America. Mr. Chidsey
    joined us as Executive Vice President, Chief Administrative and
    Financial Officer in March 2004 and held that position until
    June 2004. From January 1996 to March 2003, Mr. Chidsey served
    in numerous positions at Cendant Corporation (a business and
    consumer services provider), including Chief Executive Officer
    of the Vehicle Services Division and the Financial Services
    Division. Mr. Chidsey is a director of HealthSouth Corporation
    (a healthcare services provider) and is also a member of the
    Board of Trustees of Davidson College.Mr. Chidsey has extensive experience in managing and leading
    franchised and branded businesses due to his long tenures at
    Cendant,  PepsiCo. and the Company.  He also has experience in
    matters of finance, corporate strategy and senior leadership
    relevant to large public companies. Mr. Chidsey is a certified
    public accountant and a member of the Georgia Bar.Richard W. BoyceDirector since 2002
    Age 56

Mr. Boyce has been a Partner of TPG Capital L.P. (formerly Texas
    Pacific Group) based in San Francisco, California since
    January 1997. Mr. Boyce is a director of LPL Investment
    Holdings, Inc. (a holding company for one of the largest
    brokerage firms in the U.S.) and Direct General Corporation (an
    insurance provider).  He has served as a director of On
    Semiconductor Corp. (a provider of semiconductor and integrated
    circuit devices) and Gate Gourmet (a provider of airline
    catering and provisioning services).Mr. Boyce has financial, operating and management experience
    gained through his roles as chief executive officer of J. Crew
    Group, Inc. (a clothing retailer) and as a former chairman of
    the board of directors of Burger King Corporation. He also has a
    high level of financial literacy gained through his investment
    experience as a partner at TPG Capital in addition to knowledge
    and experience gained through service on the boards of numerous
    public companies.David A. BrandonDirector since 2003
    Age 58

David A. Brandon has served on our Board since September 2003.
    Mr. Brandon is Director of Athletics at The University of
    Michigan and has served in that role since March 2010.  He
    previously served as the Chairman and CEO of Dominos Pizza
    in Ann Arbor, Michigan from March 1999 through March 2010.   Mr.
    Brandon is a director of The TJX Companies (a discount retailer
    of apparel and home fashion), Dominos Pizza, Kaydon
    Corporation (a designer and manufacturer of engineered
    performance products) and DTE Energy (a technology provider for
    residential and commercial electric natural gas). He
    previously served as a director of Northwest Airlines.Mr. Brandon has experience in senior leadership and management
    roles in various businesses operating in global markets and
    spanning a diverse range of products and services, including
    retail pizza delivery and distribution through his role as the
    CEO of Dominos Pizza for more than 10 years. The
    Board benefits from Mr. Brandons breadth of knowledge and
    insight into the management of rapid growth and global
    expansion, marketing, advertising, brand management and
    operations. 5




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Ronald M. DykesDirector since 2007
    Age 63

Mr. Dykes has been a director since April 2007 and lead
    independent director since April 2010. Mr. Dykes most
    recently served as Chief Financial Officer of BellSouth
    Corporation, a position he retired from in 2005. Prior to his
    retirement, Mr. Dykes worked for BellSouth Corporation and its
    predecessor entities in various capacities for over
    34 years. Mr. Dykes is a director of American Tower
    Corporation (an operator of wireless communication towers), and
    from October 2000 through December 31, 2005, also served as a
    director of Cingular Wireless, most recently as Chairman of the
    Board.Mr. Dykes has management experience in communications network
    operations and engineering, financial expertise with companies
    in the wireless communications sector, substantial experience as
    a director for public companies and years of experience
    providing strategic development and advisory services to global
    companies.Peter R. FormanekDirector since 2003
    Age 67

Mr. Formanek has been a private investor since May 1994. Mr.
    Formanek is a co-founder and retired President of AutoZone,
    Inc.  He is a director and member of the audit committee of KAR
    Auction Services (a leading wholesaler of used and salvaged
    vehicles).   He previously served as a director of Perrigo, Co.
    (a manufacturer and marketer of over-the-counter drugs), Borders
    Group, and The Sports Authority.Mr. Formanek has financial, operating and management experience
    gained through his role as the co-founder and President of
    Autozone, Inc. He also has experience as a director of private
    and public companies and has served as a member of the audit
    committee of another public company.  His current role as a
    private investor enables him to bring the investors
    perspective to our Board.Manuel A. GarciaDirector since 2003
    Age 67

Mr. Garcia has served as President and Chief Executive Officer
    of Atlantic Coast Management, Inc., an operator of various
    restaurants in the Orlando, Florida area, since 1996. Mr. Garcia
    is Chairman of the Board of Culinary Concepts, Inc. (a food
    processing company) and is a member of the Board of Trustees of
    Florida State University.Mr. Garcia has experience in the restaurant industry as a former
    franchisee of Burger
    King®

    and as an operator of other restaurant chains and concepts.  The
    Board benefits from Mr. Garcias breadth of knowledge and
    insight into restaurant operations and his financial literacy
    gained through his ownership and management of various business
    enterprises.Sanjeev K. MehraDirector since 2002
    Age 51

Mr. Mehra has been with Goldman, Sachs & Co. in New York,
    New York since 1986, and has been a Managing Director since
    1996. Mr. Mehra is a director of SunGard Capital Corp.
    (SCC), SunGard Capital Corp. II (SCC
    II), SCCs subsidiary, and SunGard Data Systems, Inc
    (collectively, a software and processing solutions company),
    ARAMARK Corporation (a provider of uniform and career apparel),
    First Aviation Services, Inc. (a fixed base operator),
    Sigma Electric Manufacturing Corp. (a manufacturer of
    custom electric fittings), KAR Auction Services, Inc. and Hawker
    Beechcraft, Inc. (a manufacturer of piston, turboprop and jet
    aircraft).  Mr. Mehra has served as a director of Hexcel Corp.
    (a manufacturer of advance composite materials) and Nalco
    Holding Co. (a water treatment and process improvement company).Mr. Mehra has management, leadership and financial expertise
    gained through his experience in the financial services
    industry.  The Board benefits from Mr. Mehras
    experience as a managing director in the private equity area and
    the corporate finance department of Goldman, Sachs & Co and
    his experience as a director of other multinational public and
    private companies. 6




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Stephen G. PagliucaDirector since 2010
    Age 55

Stephen G. Pagliuca served on our Board from December 2002
    through September 21, 2009.  He resigned briefly in September
    2009 to run for political office and was reappointed on January
    20, 2010. Mr. Pagliuca has served as a Managing Director of Bain
    Capital Partners, LLC since 1989. Mr. Pagliuca is a director of
    HCA (Hospital Corporation of America), Gartner, Inc. (a
    technology research and advisory firm) and the Weather Channel.
    Mr. Pagliuca has served as a director of Warner Chilcott Limited
    (an international pharmaceutical company), Quintiles
    Transitional Corp. (a contract research company for biotech and
    pharmaceutical companies), FCI, S.A. (a manufacturer of
    electronic and optical connectors) and Epoch Senior Living, Inc.
    (an assisted living and senior healthcare company).Mr. Pagliuca has management and leadership experience as a
    managing director of Bain Capital Partners, LLC. The Board
    benefits from Mr. Pagliucas experience in developing the
    turnaround practice at Bain Capital, his experience as a
    director of other multinational public and private companies and
    his experience as a senior accountant and tax specialist with a
    public accounting firm.Brian T. SwetteDirector since 2003
    Age 56

Mr. Swette served as Non-Executive Chairman of our Board from
    April 2006 to June 30, 2008. Mr. Swette served as Chief
    Operating Officer of eBay from 1998 to 2002 and has been a
    private investor since 2002. Mr. Swette is a director of Jamba,
    Inc. (a chain of smoothie restaurants) and Shutterfly Inc. (an
    Internet-based social expression and personal publishing
    service). Mr. Swette is also a director of the following private
    companies: The FRS Company (maker of nutraceutical energy
    products) and Care.com (an online source for caregiver
    services). Mr. Swette previously served as a director of
    TheLadders.com (an online marketplace for professional
    employees).Mr. Swette brings to the Board his executive and management
    experience as well as significant knowledge of Internet
    companies and consumer industries.  Mr. Swettes
    marketing skills brings a relevant perspective to our Board of
    Directors and management.Kneeland C. YoungbloodDirector since 2004
    Age 54

Mr. Youngblood is a founding partner of Pharos Capital Group,
    L.L.C., a private equity firm focused on health care, business
    services and opportunistic investments, and has served as
    managing partner since January 1998. Mr. Youngblood is a
    director of Starwood Hotels and Resorts Worldwide, Inc., Gap
    Inc. and Energy Future Holdings (formerly TXU) (an electric
    utility company).Mr. Youngbloods experience on the boards of two other
    consumer-facing public companies and several private companies
    and his experience as the founding partner of Pharos Capital
    Group, L.L.C. give him a wide range of experience in a number of
    industries.  7




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Audit
    Committee
     8




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EXECUTIVE
    OFFICERS
    Name

Age

PositionNatalia Franco


48


Global Chief Marketing OfficerBen K. Wells


56


Chief Financial OfficerJulio A. Ramirez


56


EVP, Global OperationsPeter C. Smith


54


EVP, Chief Human Resources OfficerAnne Chwat


51


EVP, General Counsel and SecretaryCharles M. Fallon, Jr.


48


President, North AmericaKevin Higgins


47


President, EMEA   Natalia Franco Coca-Cola
  Ben K. Wells 10-year
  Julio A. Ramirez
  Peter C. Smith
  Anne Chwat ®
  Charles M. Fallon, Jr. Rent-A-Car,
  Kevin Higgins
  SECTION 16(a)
    BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
    9




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Item 11. Executive Compensation
  COMPENSATION
    DISCUSSION AND ANALYSIS
  Overview
    Schedule 14d-9
    
    BKC is Burger King Corporation, a Florida
    corporation;
    the CEO is our Chief Executive Officer, John W.
    Chidsey, who also serves as Chairman of our Board of Directors;
    the NEOs are the following executives:  
    John W. Chidsey, Chairman and CEO;
    Ben K. Wells, Chief Financial Officer;
    Anne Chwat, EVP, General Counsel and Secretary;
    Charles M. Fallon, Jr., President, North America;
    Peter C. Smith, EVP, Chief Human Resources Officer; and
    Russell B. Klein, former President, Global Marketing,
    Strategy & Innovation;  
    the CEO Direct Reports are our executives who report
    directly to the CEO. All of the NEOs (other than the CEO) are
    CEO Direct Reports; and
    Total Direct Compensation is annual base salary,
    cash incentives and long-term equity incentives.  Special
    Note Regarding Determination of NEOs
    Our
    Compensation Philosophy and Objectives
  pay-for-performance
  
    rewarding superior financial and operational performance;
    placing a significant portion of compensation at risk if
    performance goals are not achieved;
    aligning the interests of the CEO and the CEO Direct Reports
    with those of our shareholders; and
    enabling us to attract, retain and motivate top talent. 10




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
    expand worldwide development;
    invest in our restaurants to drive growth;
    develop innovative products that support both ends of our
    barbell menu strategy;
    employ innovative marketing strategies;
    enhance restaurant margins and profitability by:  
    achieving our comparable sales and average restaurant sales
    potential;
    better utilizing our fixed cost base and exploring ways to
    mitigate labor, commodity and energy costs; and  
    use proactive portfolio management to drive growth.    ®
    Oversight
    of Executive Compensation Programs
  Role
    of Compensation Committee
    
    administers our executive compensation programs;
    evaluates the performance of the CEO and the CEO Direct Reports;
    oversees and sets compensation for the CEO and the CEO Direct
    Reports;
    makes decisions relating to the issuance of equity to executive
    officers; and
    reviews our management succession plan. 11




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Role
    of Compensation Consultant
    
    Reviewing those companies that comprise our peer group and
    advising the Compensation Committee on the appropriate levels of
    adjustment necessary for comparative purposes;
    Providing a competitive analysis of Total Direct Compensation
    for our CEO and the CEO Direct Reports against our peer group
    (described below);
    Providing analysis and advice with respect to the evaluation of
    the renewal of the employment agreements for our CEO and our CEO
    Direct Reports;
    Assisting in the design of our compensation programs for
    executives and Board members;
    Reviewing the effectiveness of our compensation programs,
    including our annual and long-term incentive programs, against
    those of our peer group;
    Providing data to support our current incentive plan parameters
    and measures;
    Reviewing our compensation plans to ensure that the design for
    fiscal 2010 will be competitive as compared to our industry and
    peer group;
    Reviewing the Compensation Committees fiscal 2010 calendar;
    Assisting in compliance with SEC disclosures regarding executive
    compensation; and
    Reviewing this CD&A.  Peer
    Group Comparison
    
    performance and long-term potential;
    nature and scope of the individuals responsibilities and
    his or her effectiveness in supporting our long-term
    goals; and
    Total Direct Compensation of the individual in relation to other
    CEO Direct Reports.   12




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®
    Peer Group Company

GICS Industry DescriptionBrinker International, Inc.

Hotels, Restaurants & LeisureDarden Restaurants, Inc.

Hotels, Restaurants & LeisureDominos Pizza, Inc.

Hotels, Restaurants & LeisureMarriott International, Inc.

Hotels, Restaurants & LeisureMcDonalds Corp.

Hotels, Restaurants & LeisureNike, Inc.

Textiles, Apparel & Luxury GoodsPepsiCo. Inc.

BeveragesStarbucks Corp.

Hotels, Restaurants & LeisureStarwood Hotels & Resorts Worldwide, Inc.

Hotels, Restaurants & LeisureThe
    Coca-Cola
    Company

BeveragesWendys/Arbys Group, Inc.

Hotels, Restaurants & LeisureWyndham Worldwide Corp.

Hotels, Restaurants & LeisureYum! Brands, Inc.

Hotels, Restaurants & Leisure     Role
    of Executives in Establishing Compensation
     13




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Elements
    of Compensation and Benefit Programs
        Total
    Direct Compensation
  Long-Term EquityBase Salary

Annual Cash Incentive

IncentiveName

Target

Actual

Target

Actual

Target

ActualJohn W. Chidsey


17
%


21
%


17
%


13
%


67
%


67
%Ben K. Wells


31
%


38
%


22
%


16
%


47
%


46
%Anne Chwat


31
%


37
%


22
%


19
%


47
%


45
%Charles M. Fallon, Jr.


31
%


38
%


22
%


16
%


47
%


46
%Peter C. Smith


31
%


38
%


22
%


16
%


47
%


46
%      14




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Base
    Salary
  across-the-board
  Annual
    Cash Incentive Program
    Annual
    Base
    Salary

X

Target Bonus Percentage

X

Overall Business Performance Factor

X

Individual
    Performance Multiplier

=

Payment Amount   Target Bonus Percentage:
  Overall Business Performance Factor:
  
    50% on worldwide Company performance, and
    50% on the Companys performance in the employees
    geographic area of responsibility, which is either worldwide or
    regional.   15




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FISCAL
    2010 WORLDWIDE PBT PERFORMANCE LEVELS
  Threshold

Target

MaximumPerformance Level

Performance Level

Performance Level

Incentive PBT(In millions)$259

$305

$338

$271   FISCAL
    2010 NORTH AMERICA EBITDA PERFORMANCE LEVELS UNDER
    RSIP
  Threshold

Target

MaximumPerformance Level

Performance Level

Performance Level

Incentive EBITDA(In millions)$436

$513

$569

$485   Individual Performance Multiplier:
 16




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and/or
            2010 RSIP
    CASH BONUS
  Target BonusasAnnual

Percentage of

Percentage Payout

PayoutName

Base Pay ($)

Base Salary

(% of Base Salary)

Amount ($)John W. Chidsey


1,042,875



100
%


62
%


649,967Ben K. Wells


494,709



70
%


44
%


215,828Anne Chwat


450,883



70
%


44
%


196,708Charles M. Fallon, Jr.


437,750



70
%


50
%


220,750Peter C. Smith


437,091



70
%


44
%


190,691   Long-Term
    Equity Incentives
   17




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
    the ultimate value is impacted by share price gains or losses,
    linking executive returns to those of shareholders;
    equity incentives provide an opportunity for executives to
    increase their stock ownership in us;
    once vested, stock options provide flexibility for executives in
    deciding when to exercise their options and recognize
    income; and
    equity incentives are a common form of pay in most publicly
    traded companies, and we use these incentives to remain
    competitive in attracting and retaining executives.      one-year
       18




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Executive
    Benefits & Perquisites
    Executive
    Retirement Program
  dollar-for-dollar
    Executive
    Life Insurance Program
    Executive
    Health Plan
  out-of-pocket
  Perquisites
  gross-up.
 19




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Certain
    Other Benefits
    Other
    Compensation Committee Actions
    Employment
    Agreements
    Employment
    Agreement with Mr. Chidsey
   20




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24-month 30-day gross-up
  Employment
    Agreements with Ms. Chwat and Messrs. Wells, Fallon
    and Smith
       21




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Agreements
    with Mr. Klein
    Additional
    Features of our Executive Compensation Programs
  Deductibility
    of Compensation
    Equity
    Grant Policy
        Executive
    Stock Ownership Guidelines
   22




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Clawback
    Policy
    Compensation
    Risks
    
    Our annual incentive opportunities are capped for each of our
    NEOs, which limit the incentive for excessive risk-taking;
    The vesting periods of our equity grants encourage executives to
    focus on sustained stock price appreciation over the long-term;
    Performance targets are directly tied to the business plan that
    is approved by our Board of Directors;
    Clawbacks are in place for long-term incentive awards;
    Minimum equity ownership requirements have been established for
    our CEO, executive vice presidents and senior vice presidents
    which mitigate the incentive to drive short-term results at the
    cost of long-term value creation; and
    The Compensation Committee process provides for transparency and
    an open dialogue among the members. 23




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COMPENSATION
    COMMITTEE REPORT
    COMPENSATION
    COMMITTEE
  
   24




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EXECUTIVE
    COMPENSATION
  Non-EquityStock

Option

Incentive Plan

All OtherName and





Bonus

Awards(2)

Awards(3)

Compensation(4)

Compensation(5)Principal Position

Year(1)

Salary ($)

($)

($)

($)

($)

($)

Total ($)John W. Chidsey


2010



1,042,875



0



2,085,747



2,054,332



649,967



358,419



6,191,340Chief Executive Officer


2009



1,034,697



0



2,024,993



1,967,403



803,014



316,943



6,147,0502008



1,012,500



0



2,024,982



1,916,253



1,306,125



434,190



6,694,050Ben K. Wells


2010



494,709



0



371,016



365,442



215,828



115,336



1,562,331Chief Financial Officer


2009



490,830



50,000



360,223



349,978



266,648



115,336



1,633,0152008



479,147



0



360,220



340,887



433,711



126,109



1,740,074Anne Chwat(6)


2010



450,883



0



338,149



333,069



196,708



107,033



1,425,842EVP, General CounselCharles M. Fallon, Jr.


2010



437,750



0



328,298



323,364



220,750



104,029



1,414,191President, North America


2009



434,317



0



350,622



340,652



222,158



96,527



1,444,2762008



425,000



0



318,728



301,625



391,162



128,575



1,565,090Peter C. Smith(6)


2010



437,091



0



327,804



322,880



190,691



104,016



1,382,482EVP, HRRussell B. Klein(7)


2010



253,539



0



2,014,979
(7)


1,257,237
(7)






774,521



4,300,276Former President, Global


2009



510,962



0



499,996



485,772



317,240



121,650



1,935,620Marketing, Strategy & Innovation


2008



500,000



0



499,994



473,143



516,000



146,610



2,135,747     (1)
    
    Please refer to our fiscal 2008 and fiscal 2009 proxy statements
    and accompanying footnotes for additional information relating
    to fiscal 2008 and 2009 compensation.(2)
    
    Amounts shown in this column include the aggregate grant date
    fair value of restricted stock awards and performance-based
    restricted stock awards granted in fiscal 2008, fiscal 2009 and
    fiscal 2010 in accordance with FASB ASC Topic 718. The amounts
    previously reported for fiscal 2008 and fiscal 2009 have been
    restated to reflect the aggregate grant date fair value of the
    grants in accordance with new SEC rules. The amounts reported
    for the performance-based restricted stock awards assume that
    the awards are paid out at the probable level, which we
    determine as our target amount. Assuming that the fiscal 2010
    performance-based restricted stock awards are paid out at the
    maximum level, the grant date fair value of the awards for each
    NEO would be as follows: Mr. Chidsey, $3,128,621;
    Mr. Wells, $556,523; Ms. Chwat, $507,224;
    Mr. Fallon, $492,447; Mr. Smith $491,706; and
    Mr. Klein, $772,487. The assumptions and methodology used
    to calculate the grant date fair value for the restricted stock
    awards are in Note 3 to our Consolidated Financial
    Statements included in our
    Form 10-K
    for fiscal 2010.(3)
    
    Amounts shown in this column include the aggregate grant date
    fair value of option awards granted in fiscal 2008, fiscal 2009
    and fiscal 2010. The amounts previously reported for fiscal 2008
    and fiscal 2009 have been restated in accordance with new SEC
    rules. The assumptions and methodology used to calculate the
    grant date fair value for the options are in Note 3 to our
    Consolidated Financial Statements included in our
    Form 10-K
    for fiscal 2010.(4)
    
    The amounts reported in this column reflect compensation earned
    for fiscal 2010, fiscal 2009 and fiscal 2008 performance under
    the RSIP. We pay cash incentives under the RSIP in the fiscal
    year following the fiscal year in which they were earned. For
    fiscal 2010, the Compensation Committee determined that
    worldwide PBT and North America Incentive EBITDA was between the
    threshold and target performance levels. Based on these results,
    the Compensation Committee approved each NEOs individual
    performance measures and cash incentive payment, and submitted
    the CEOs individual performance measures and cash
    incentive payment for approval to the Board of Directors. In
    August 2010, the Board approved the Compensation
    Committees recommendations. Fiscal 2010 cash incentive
    payments were made in September 2010.(5)
    
    This column includes the fiscal 2010 perquisites described below
    in the 2010 Perquisites Table. This column also includes
    executive medical expenses for all NEOs, life insurance
    premiums, dividend payments and dividend equivalents earned as
    described in Footnote 3 to the 2010 All Other Compensation
    Table, and the Companys matching and performance-based
    contributions to the Companys 401(k) plan and ERP, as
    described below in the 2010 All Other Compensation Table. This
    column also includes Mr. Kleins severance payment in
    the amount of $618,891 as described below in Footnote 4 to the
    2010 All Other Compensation Table. 25




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(6)
    
    Ms. Chwat and Mr. Smith became NEOs in fiscal 2010.
    Since they were not NEOs in fiscal 2008 and fiscal 2009, the
    Summary Compensation Table includes only their fiscal 2010
    compensation.(7)
    
    Mr. Kleins employment terminated on December 15,
    2009. The stock and option awards shown in the Summary
    Compensation Table were forfeited immediately upon his
    termination.    2010
    PERQUISITES TABLE
  AutoPerquisite

Personal

Expenses/



TotalAllowance

Travel

Car Service

Miscellaneous

PerquisitesName

Year

($)(1)

($)(2)

($)(3)

($)(4)

($)John W. Chidsey


2010



52,908



122,597



6,848



0



182,353Ben K. Wells


2010



37,908



0



0



0



37,908Anne Chwat


2010



37,908



0



0



0



37,908Charles M. Fallon, Jr.


2010



37,908



0



0



0



37,908Peter C. Smith


2010



37,908



0



0



3,696



41,604Russell B. Klein


2010



20,442



0



0



0



20,442     (1)
    
    These perquisite allowances were paid to the NEOs in accordance
    with their respective employment agreements. Each NEO uses the
    perquisite allowance at his or her discretion. The amount was
    calculated at an annual rate of $50,000 for Mr. Chidsey and
    $35,000 for Messrs Wells, Fallon, Smith and Klein and
    Ms. Chwat from July 1, 2009 until March 31, 2010
    (December 15, 2009 for Mr. Klein). The amount was
    calculated at an annual rate of $63,500 for Mr. Chidsey and
    $48,500 for Messrs Wells, Fallon and Smith and Ms. Chwat
    from April 1, 2010 until June 30, 2010.(2)
    
    Pursuant to his employment agreement, Mr. Chidsey is
    entitled to private charter jet usage for personal use of up to
    $100,000 per year. However, under his employment agreement, only
    hourly charges and fuel surcharges are to be considered for
    purposes of this $100,000 allowance. In accordance with SEC
    guidance, the amounts included in this column have been
    calculated utilizing the actual invoice amount, which we believe
    more accurately reflects the incremental cost to the Company for
    this perquisite. Mr. Chidsey is fully responsible for all
    taxes associated with his personal use of the Company aircraft.
    Due to timing of invoicing, Mr. Chidseys fiscal 2010
    amount exceeded this allowance.(3)
    
    Mr. Chidsey is entitled to personal use of a car service,
    and the charges for this perquisite totaled $6,848.
    Mr. Chidsey is fully responsible for all taxes associated
    with this perquisite.(4)
    
    Represents event tickets paid or provided by the Company.  2010 ALL
    OTHER COMPENSATION TABLE
  CompanyContributionsto Retirement

DividendWelfare

and 401(k)

EquivalentsPerquisites

Plans(1)

Plans(2)

Earned(3)

SeveranceName

Year

($)

($)

($)

($)

($)

Total ($)John W. Chidsey


2010



182,353



18,424



90,978



66,664



0



358,419Ben K. Wells


2010



37,908



22,270



43,299



11,859



0



115,336Anne Chwat


2010



37,908



19,203



38,293



11,630



0



107,033Charles M. Fallon, Jr.


2010



37,908



18,255



37,178



10,688



0



104,029Peter C. Smith


2010



41,604



14,812



37,122



10,478



0



104,016Russell B. Klein


2010



20,442



9,038



15,962



9,235



719,844
(4)


774,521     (1)
    
    Amounts in this column reflect life insurance premiums paid by
    us and payments made by us under the Executive Health Plan. The
    amounts for each NEO for fiscal 2010 life insurance premiums and
    executive health plan are as follows: Mr. Chidsey, $2,336
    and $16,089, respectively; Mr. Wells, $6,181 and $16,089, 26




---



##### Table of Contents



respectively; Ms. Chwat, $3,114 and $16,089, respectively;
    Mr. Fallon, $2,167 and $16,089, respectively;
    Mr. Smith $4,102 and $10,710 respectively; and
    Mr. Klein, $3,666 and $16,089 respectively.(2)
    
    The amounts in this column represent Company matching
    contributions to the 401(k) plan and the ERP and the
    Companys profit sharing contribution to the ERP for fiscal
    2010 for the NEOs except for Mr. Klein, for whom the
    amounts represent only the Companys matching contribtions
    to the ERP due to his termination on December 15, 2009, as
    follows:  Company
    Matching Contributions to 401 (k) and ERP and Company
    Profit Sharing Contribution to ERP
  Fiscal 2010 Company


Fiscal 2010 CompanyMatching Contributions 


Matching Contributions 


Fiscal 2010 Profit SharingNEO

401(k) ($)


ERP ($)


Contribution  ERP ($)John W. Chidsey


14,440



50,539



25,999Ben K. Wells


14,700



16,266



12,333Anne Chwat


14,246



12,807



11,240Charles M. Fallon, Jr.


14,700



11,565



10,913Peter C. Smith


14,146



12,079



10,897Russell B. Klein


0



15,962



0   (3)
    
    Quarterly dividends and dividend equivalents in the amount of
    $0.0625 per share were paid by the Company to record owners of
    shares, in the case of dividends, and accrued by the Company for
    the holders of unvested restricted stock units, restricted stock
    and performance-based restricted stock, in the case of dividend
    equivalents, as of September 14, 2009, December 10,
    2009, March 16, 2010 and June 14, 2010 in fiscal 2010.
    The amounts in this column represent accrued dividend
    equivalents earned on unvested restricted stock units,
    restricted stock and performance-based restricted stock. All
    Executive Officers had restricted stock units settle during
    fiscal 2010, Mr. Chidsey was paid $84,294; Mr. Wells
    was paid $17,547; Ms. Chwat was paid $8,771;
    Mr. Fallon was paid $15,951; Mr. Smith was paid
    $8,505; and Mr. Klein was paid $27,524, which represents
    dividends that accrued on these restricted stock units during
    fiscal 2008, fiscal 2009 and fiscal 2010.(4)
    
    Includes amounts payable pursuant to the Separation Agreement
    with Mr. Klein.  2010
    GRANTS OF PLAN-BASED AWARDS TABLE
  All Other


Exercise


GrantOption


or Base


Date FairAwards:


Price of


Value ofEstimated Possible Payouts Under


Estimated Possible Payouts Under


Number of


Option


Stock andNon-Equity Incentive Plan Awards(2)


Equity Incentive Plan Awards(3)


Securities


Awards


OptionGrant


Approval


Threshold


Target


Maximum


Threshold


Target


Maximum


Underlying


($/sh)


Awards ($)Name

Date


Date(1)


($)


($)


($)


(#)


(#)


(#)


Options (#)(4)


(5)


(7)John W. Chidsey


8/26/2009



8/20/2009



521,438



1,042,875



2,085,750



56,957



113,913



170,870



314,118



18.31



4,140,079Ben K. Wells


8/26/2009



8/20/2009



173,148



346,296



692,593



10,132



20,263



30,395



55,878



18.31



736,458Anne Chwat


8/26/2009



8/20/2009



157,809



315,618



631,236



9,234



18,468



27,702



50,928



18.31



671,218Charles M. Fallon, Jr.


8/26/2009



8/20/2009



153,213



306,425



612,850



8,965



17,930



26,895



49,444



18.31



651,662Peter C. Smith


8/26/2009



8/20/2009



152,982



305,964



611,927



8,952



17,903



26,855



49,370



18.31



650,684Russell B. Klein(6)


8/26/2009



8/20/2009















14,063



28,126



42,189



77,560



18.31



1,022,229Russell B. Klein(6)


8/26/2009



8/20/2009















n/a



81,922



n/a



114,678



18.31



2,249,986     (1)
    
    The Compensation Committee recommended and the Board approved
    the fiscal 2010 grants at meetings held on August 20, 2009.
    The approvals required that the grants be made on
    August 26, 2009 in accordance with the Companys
    Equity Grant Policy described in the CD&A.(2)
    
    The amounts reported in this column reflect possible payments
    based on fiscal 2010 performance under the RSIP. The
    Maximum estimated possible payout reflects what an
    NEO would earn if the Company met or exceeded its financial
    performance goals at the maximum level. If the NEO received the
    highest individual performance rating the possible payout would
    be increased by 25% at the Threshold,
    Target and Maximum levels. A description
    of the RSIP and our Threshold, Target
    and Maximum Payout 27




---



##### Table of Contents



Amounts is included in the CD&A. Fiscal 2010 cash incentive
    payments were made in September 2010. The actual amounts
    paid under the RSIP are the amounts reflected in the Non-Equity
    Incentive Plan Compensation column of the 2010 Summary
    Compensation Table.(3)
    
    In August 2009, we made grants of option and performance-based
    restricted stock awards to each NEO. The amounts reported under
    the Threshold, Target and
    Maximum columns above relate only to the
    performance-based restricted stock awards made under our 2006
    Omnibus Incentive Plan. The performance-based restricted stock
    awards granted to the NEOs, other than the CEO, were calculated
    as follows: the NEOs current salary, multiplied by the
    target equity award as a percentage of base salary, adjusted by
    the NEOs individual performance factor (which may result
    in an award adjustment of up to plus or minus 20%), divided by
    two, then divided by the closing stock price on the grant date.
    For the CEO, the number of performance-based restricted shares
    is calculated similarly; however, his percentage of base salary
    is not subject to adjustment based on his individual
    performance. The actual number of performance-based restricted
    shares granted is reflected in the Target column
    above. If the Company achieves its target PBT, this is the
    number of performance-based restricted shares that will be
    earned at the end of the one-year performance period. The number
    of performance-based restricted shares that will be earned by
    the NEO at the end of the one-year performance period is then
    subject to a decrease of up to 50% for all NEOs if the Company
    achieves PBT between the Threshold and
    Target levels or an increase of up to 50% for all
    NEOs if the Company achieves PBT between the Target
    and Maximum levels. For fiscal 2010, Incentive PBT
    fell between the threshold and target performance levels. As a
    result, the awards for all NEOs were reduced by 38%, which was
    the downward adjustment for the CEO and all executive vice
    presidents. The actual number of performance-based restricted
    shares earned for fiscal 2010, after taking into consideration
    the downward adjustment for Company performance and the
    resulting reduction in the number of shares, is set forth in
    Footnote 7 below.(4)
    
    The options awarded to the NEOs, other than the CEO, were
    calculated as follows: the NEOs current salary, multiplied
    by the target equity award as a percentage of base salary,
    adjusted by the NEOs individual performance factor (which
    may result in an award adjustment of up to plus or minus 20%),
    divided by two, then divided by the economic value of our stock
    options on the grant date, which was $6.64 per share. For the
    CEO, the number of options is calculated similarly; however, his
    target equity award is not subject to adjustment based on his
    individual performance.(5)
    
    Reflects the closing price of our common stock on the NYSE on
    August 26, 2009, the fiscal 2010 annual equity grant date.(6)
    
    Mr. Kleins employment terminated on December 15,
    2009. He received two grants on August 26, 2009, his
    regular annual equity grant and a special retention grant. These
    shares and options were forfeited immediately upon the date of
    his termination.(7)
    
    The amounts reflect the fair market value of (1) the
    probable possible payout of performance-based restricted stock,
    which we determine as our target amount, and (2) the
    options awarded (which were not subject to any increase or
    decrease based on individual or Company performance) on
    August 26, 2009 (the grant date). The actual amounts for
    the performance-based restricted stock awards were determined in
    August 2010, based upon the Companys Incentive PBT for
    fiscal 2010, as discussed above in the CD&A. The actual
    amounts of performance-based restricted stock earned, after
    taking into account the downward adjustment for Company
    performance and the corresponding fair value of such shares
    using the closing price on the grant date of August 26,
    2009 ($18.31 per share) and June 30, 2010 ($16.84 per
    share) for the NEOs (other than Mr. Klein whose
    performance-based restricted stock awards were forfeited in
    connection with his termination), are as follows: 28




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##### Table of Contents



Post
    Leverage PBRS Grants
  Fair Value of


Fair Value ofPBRS


PBRSOriginal PBRS


PBRS


PBRS


on Grant


at FiscalNEO

Granted (#)


Leveraged (#)


Earned (#)


Date ($)


Year End ($)John W. Chidsey


113,913



(42,917
)


70,996



2,085,747



1,195,573Ben K. Wells


20,263



(7,634
)


12,629



371,016



212,672Anne Chwat


18,468



(6,957
)


11,511



338,149



193,845Charles M. Fallon, Jr.


17,930



(6,755
)


11,175



328,298



188,187Peter C. Smith


17,903



(6,745
)


11,158



327,804



187,901   2010
    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
  Options Awards

Stock AwardsNumberof

MarketNumber of

Number of







Shares

Value ofSecurities

Securities







or Units

Shares orUnderlying

Underlying







of Stock

Units ofUnexercised

Unexercised

Option



Stock

That

Stock ThatOption

Options

Options

Exercise

Option

Award

have not

have notGrant

(#)

(#)

Price

Expiration

Grant

Vested

Vested(4)Name

Date(1)

Exercisable

Unexercisable

($)

Date

Date

(#)

($)John W. Chidsey


3/1/04



166,922



0



3.80



3/1/14



5/17/06



42,154
(2)


709,8733/1/04



289,807



0



11.39



3/1/14



8/21/06



80,071
(3)


1,348,3966/8/04



177,573



0



3.80



6/8/14



8/27/07



103,200
(3)


1,737,8946/8/04



94,715



0



11.39



6/8/14



8/22/08



49,542
(3)


834,2878/1/04



236,746



0



3.80



8/1/14



8/26/09



113,913
(3)


1,918,2958/27/07



120,823



120,823



23.35



8/26/178/22/08



57,593



172,782



26.16



8/21/188/26/09



0



314,118



18.31



8/25/19Ben K. Wells


8/21/05



28,612



10,539



10.25



8/21/15



8/27/07



18,358
(3)


309,1512/14/06



105,384



26,347



21.64



2/14/16



8/22/08



8,813
(3)


148,4115/17/06



55,275



15,808



17.00



5/16/16



8/26/09



20,263
(3)


341,2298/27/07



21,493



21,494



23.35



8/26/178/22/08



10,245



30,736



26.16



8/21/188/26/09



0



55,878



18.31



8/25/19Anne Chwat


9/27/04



36,461



0



3.80



9/27/14



8/21/06



13,144
(3)


221,3451/1/05



17,154



0



3.80



1/1/15



8/27/07



17,234
(3)


290,2138/27/07



20,176



20,177



23.35



8/26/17



8/22/08



8,273
(3)


139,3178/22/08



9,617



28,854



26.16



8/21/18



12/1/08



1,273
(3)


21,4378/26/09



0



50,928



18.31



8/25/19



8/26/09



18,468
(3)


311,001Charles M. Fallon, Jr.


5/17/06



168,615



42,154



17.00



5/16/16



8/27/07



16,244
(3)


273,5416/2/06



23,205



5,802



18.91



6/1/16



8/22/08



8,578
(3)


144,4548/27/07



19,018



19,018



23.35



8/26/17



8/26/09



17,930
(3)


301,9418/22/08



9,972



29,917



26.16



8/21/188/26/09



0



49,444



18.31



8/25/19Peter C. Smith


8/1/04



26,347



0



3.80



8/1/14



8/21/06



13,608
(3)


229,1598/21/05



10,833



2,709



10.25



8/21/15



8/27/07



16,220
(3)


273,1408/27/07



18,989



18,990



23.35



8/26/17



8/22/08



7,787
(3)


131,1338/22/08



9,052



27,156



26.16



8/21/18



8/26/09



17,903
(3)


301,4878/26/09



0



49,370



18.31



8/25/19Russell B. Klein(5)


0



0



0



0     (1)
    
    All stock options granted prior to August 21, 2006 vest 20%
    per year on the anniversary date. All stock options granted on
    August 21, 2006 and thereafter vest 25% per year on the
    anniversary date.(2)
    
    This restricted stock unit award vests in equal installments
    over five years, on each anniversary date. 29




---



##### Table of Contents



(3)
    
    These performance-based restricted stock awards vest 100% on the
    third anniversary of the grant date with the following
    exception: Messrs. Chidseys and Smiths and
    Ms. Chwats awards granted on August 21, 2006
    vest 50% on the third anniversary of the grant date, and 50% on
    the fourth anniversary of the grant date.(4)
    
    The market value of unvested restricted stock unit awards and
    unvested performance-based restricted stock awards has been
    established by multiplying the number of unvested shares by
    $16.84, which was the closing price of our stock on
    June 30, 2010, the last business day of our 2010 fiscal
    year.(5)
    
    Mr. Kleins unvested equity grants were forfeited on
    the date of his termination and his unexercised options were
    cancelled 90 days after his termination.  2010
    OPTION EXERCISES AND STOCK VESTED TABLE
  Option Awards


Stock AwardsNumber of Shares


Value Realized on


Number of Shares


Value Realized onAcquired on Exercise


Exercise(1)


Acquired on Vesting


Vesting(2)Name

(#)


($)


(#)


($)John W. Chidsey


150,000



2,730,081



122,225



2,245,672Anne Chwat


25,000



393,450



14,416



251,178Russell B. Klein


209,542



1,857,877



44,039



769,802Charles M. Fallon, Jr.


0



0



25,522



446,125Peter C. Smith


0



0



13,608



237,868Ben K. Wells


0



0



28,075



490,751     (1)
    
    Values Realized are based on the prices at which the NEO sold
    the shares, which were as follows:  Number of Shares





Per Share ValueAcquired on


Exercise


Realized on ExerciseNEO

Exercise


Price ($)


Date ($)John W. Chidsey


41,800



3.80



22.00John W. Chidsey


73,800



3.80



22.00John W. Chidsey


3,900



3.80



22.00John W. Chidsey


30,500



3.80



22.00Anne Chwat


5,000



3.80



18.50Anne Chwat


5,000



3.80



19.00Anne Chwat


5,000



3.80



19.50Anne Chwat


5,000



3.80



20.00Anne Chwat


5,000



3.80



20.69Russell B. Klein


79,038



17.00



17.98Russell B. Klein


12,125



10.25



18.26Russell B. Klein


12,056



3.80



18.13Russell B. Klein


12,056



3.80



18.21Russell B. Klein


12,056



3.80



17.65Russell B. Klein


12,056



3.80



17.95Russell B. Klein


12,056



3.80



17.99Russell B. Klein


12,056



3.80



18.11Russell B. Klein


12,056



3.80



18.21Russell B. Klein


12,056



3.80



18.00Russell B. Klein


12,056



3.80



17.88Russell B. Klein


9,875



3.80



18.07   (2)
    
    Value Realized is based on our closing market price on the
    vesting date which are as follows:  30




---



##### Table of Contents



Closing Market Prices onNEO

Vesting Date

Vesting Date ($)John W. Chidsey

May 17, 2010


20.07Anne Chwat

June 30, 2010


16.84John W. Chidsey

August 21, 2009


17.48Anne Chwat

August 21, 2009


17.48Russell B. Klein

August 21, 2009


17.48Charles M. Fallon, Jr.

August 21, 2009


17.48Peter C. Smith

August 21, 2009


17.48Ben K. Wells

August 21, 2009


17.48   2010
    NONQUALIFIED DEFERRED COMPENSATION TABLE
    Executive

Company





AggregateContributions in

Contributions in

Aggregate

Aggregate

Balance at LastLast Fiscal Year

Last Fiscal Year

Earnings in Last

Withdrawals/

Fiscal Year-EndName

($)

($)(1)

Fiscal Year($)(2)

Distributions ($)

($)John W. Chidsey


50,539



76,538



136,754



0



824,580Ben K. Wells


16,266



28,599



19,827



0



186,991Anne Chwat


12,981



24,047



62,412



0



395,519Charles M. Fallon, Jr.


122,644



22,478



86,868



0



668,722Peter C. Smith


12,104



22,976



64,853



0



424,739Russell B. Klein


15,962



15,962



49,741



0



358,062     (1)
    
    Amounts in this column include profit sharing contributions
    which were paid in fiscal 2010 but were earned in fiscal 2009.(2)
    
    All amounts deferred by the NEO, or credited to his account by
    us, earned interest at a rate that reflects the performance of
    investment funds that the NEO selected from a pool of funds.
    Each NEO may change his selections at any time, subject to any
    individual fund restrictions.  2010
    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
    TABLE
  Change-In-Control Schedule 14D-9.
  31




---



##### Table of Contents



Termination w/oTermination w/o

Cause orCause or for Good

for Good Reason After

Death andReason

Change in Control

DisabilityName

Benefit

($)(1)(2)

($)(3)(4)(5)

($)(6)John W. Chidsey

Salary(7)


4,171,500



6,257,250



4,171,500Bonus


0



0



0Accelerated Vesting(8)


N/A



6,548,745



6,548,745Value of Benefits Continuation


63,003



94,505



63,003Perquisite Allowance(9)


127,000



190,500



127,000Outplacement Services(10)


N/A



N/A



N/ATax Gross-up


N/A



0



N/ATotal


4,361,503



13,091,000



10,910,248Ben K. Wells

Salary(7)


494,709



494,709



N/ABonus


346,296



346,296



346,296Accelerated Vesting(8)


N/A



868,243



N/AValue of Benefits Continuation


35,347



35,347



N/APerquisite Allowance(9)


48,500



48,500



N/AOutplacement Services(10)


28,500



28,500



N/ATotal


953,352



1,821,595



346,296Anne Chwat

Salary(7)


450,883



450,883



N/ABonus


315,618



315,618



315,618Accelerated Vesting(8)


N/A



983,314



N/AValue of Benefits Continuation


32,280



32,280



N/APerquisite Allowance(9)


48,500



48,500



N/AOutplacement Services(10)


28,500



28,500



N/ATotal


875,781



1,859,095



315,618Charles M. Fallon, Jr.

Salary(7)


437,750



437,750



N/ABonus


306,425



306,425



306,425Accelerated Vesting(8)


N/A



719,935



N/AValue of Benefits Continuation


31,333



31,333



N/APerquisite Allowance(9)


48,500



48,500



N/AOutplacement Services(10)


28,500



28,500



N/ATotal


852,508



1,572,443



306,425Peter C. Smith

Salary(7)


437,091



437,091



N/ABonus


305,964



305,964



305,964Accelerated Vesting(8)


N/A



952,770



N/AValue of Benefits Continuation


23,474



23,474



N/APerquisite Allowance(9)


48,500



48,500



N/AOutplacement Services(10)


28,500



28,500



N/ATotal


843,529



1,796,299



305,964     (1)
    
    If Mr. Chidseys employment is terminated without
    cause or he resigns for good reason or due to his death or
    disability (as such terms are defined in his employment
    agreement), he will be entitled to receive (i) an amount
    equal to four times his annual base salary and two times his
    annual perquisite allowance payable over six months commencing
    on the first business day following the six month anniversary of
    termination, and (ii) continued coverage under our medical,
    dental and life insurance plans for him and his eligible
    dependents during the two-year period following termination.(2)
    
    If any of the NEOs, other than Mr. Chidsey, is terminated
    without cause (as such term is defined in the relevant
    employment agreement), he or she will be entitled to receive
    (i) his or her then current base salary and his or her
    perquisite allowance for one year, payable in the case of
    Messrs. Wells and Fallon and Ms. Chwat, over six
    months commencing on the first business day following the six
    month anniversary of the termination date, (ii) a pro-rata
    bonus for the year of termination, which will only be paid to
    the extent, and when, the Company pays the RSIP bonuses, and
    (iii) continued coverage for one year under our medical,
    dental and life insurance 32




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##### Table of Contents



plans for the executive and his or her eligible dependents.
    Additionally, each of the NEOs will receive these benefits if he
    or she resigns for good reason (as such term is defined in the
    relevant employment agreement).(3)
    
    A change in control, without a termination of employment, will
    not in itself trigger any severance payments or vesting of
    equity. Any payments or equity due upon a change in control and
    subsequent termination of employment, either without cause or
    for good reason (as defined in the relevant employment
    agreement) is included in the Termination w/o Cause or for
    Good Reason After Change in Control column of this table.(4)
    
    If Mr. Chidseys employment is terminated without
    cause or he terminates his employment with good reason after a
    change in control (as defined in his employment agreement), he
    will be entitled to receive an amount equal to six times his
    annual base salary and three times his annual perquisite
    allowance. He also will be entitled to continued coverage under
    our medical, dental and life insurance plans for him and his
    eligible dependents during the three-year period following
    termination. Additionally, if Mr. Chidseys employment
    is terminated during the
    24-month
    period after a change in control of the Company either without
    cause or for good reason, all options and other equity awards
    held by him will vest in full. If Mr. Chidsey resigns for
    any reason within the
    30-day
    period immediately following the one-year anniversary of a
    change in control involving a strategic buyer (as determined by
    the Board), his resignation would constitute a termination by us
    without cause under his employment agreement.(5)
    
    All equity granted to each of Messrs. Wells, Fallon and
    Smith and Ms. Chwat will fully vest upon termination if his
    or her employment is terminated at any time within
    24 months after a change in control either without cause or
    by him or her for good reason.(6)
    
    If an NEO dies or becomes disabled (as such term is defined in
    the relevant employment agreement), the NEO is entitled to
    receive his or her target bonus, as if he or she had been
    employed for the entire fiscal year. For Mr. Chidsey, any
    severance payments made by BKC as a result of his termination
    upon his death or disability will be reduced by the value of any
    BKC paid life and disability benefits he or his family are
    entitled to receive. The term disability is defined
    in all NEO employment agreements as a physical or mental
    disability that prevents or would prevent the performance by the
    NEO of his or her duties under the employment agreement for a
    continuous period of six months or longer.(7)
    
    Pursuant to the terms of the respective NEOs employment
    agreement, each NEO has agreed to non-competition,
    non-solicitation and confidentiality restrictions that last for
    one year after termination. If the NEO breaches any of these
    covenants, we will cease providing any severance and other
    benefits to him or her, and we have the right to require him or
    her to repay any severance amounts already paid. In addition, as
    a condition to receiving the separation benefits, each NEO must
    sign a separation agreement and release in a form approved by
    us, which includes a waiver of all potential claims.
    Mr. Chidsey, unlike the other NEOs, is entitled to receive
    severance upon his death. In the case of his death, his estate
    must sign the release in order to receive severance benefits.(8)
    
    The amounts in this table represent the fair market value on
    June 30, 2010 of the unvested portion of
    Mr. Chidseys, Mr. Wells,
    Ms. Chwats, Mr. Fallons and
    Mr. Smiths equity that would vest upon the occurrence
    of a triggering event. The fair market value of the
    Companys common stock on June 30, 2010 was $16.84 per
    share.(9)
    
    The perquisites allowance will be paid to the NEO during the
    relevant severance period specified in Footnotes 1 and 2 above.(10)
    
    Each NEO, other than Mr. Chidsey, is entitled to receive
    outplacement services upon termination of employment without
    cause or for good reason. As of June 30, 2010, eligible
    NEOs are entitled to receive outplacement services from our
    third party service provider for up to one year, which is
    currently valued at $28,500.  DIRECTOR
    COMPENSATION
   33




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##### Table of Contents



and/or
    FISCAL
    2010 DIRECTOR COMPENSATION TABLE
  Fees Earnedor Paid in

Stock

All OtherCash(1)

Awards(2)(3)

Compensation

TotalName

($)

($)

($)(4)

($)Richard W. Boyce


57,500



84,988



5,767



148,255David A. Brandon


57,500



84,988



5,767



148,255Ronald M. Dykes


77,500



84,988



5,427



167,915Peter R. Formanek


57,500



84,988



4,073



146,561Manuel A. Garcia


57,500



84,988



5,287



147,775Sanjeev K. Mehra


72,500



84,988



5,583



158,071Stephen G. Pagliuca(5)


47,500



84,985



1,737



132,972Brian T. Swette


57,500



84,988



7,087



149,575Kneeland C. Youngblood


57,500



84,988



4,073



146,561     (1)
    
    Board service fees are calculated based on a calendar year
    (January through December), but our fiscal year runs from
    July 1st through June 30th. Our non-employee directors
    must make their deferral elections prior to January 1 in order
    to defer their annual retainers and chair fees for that year.
    Therefore, the amounts in this column represent annual retainers
    and chair fees for a portion of two calendar years, one from
    July 1, 2009 through December 31, 2009 and the other
    from January 1, 2010 through June 30, 2010. The
    following chart identifies our directors deferral
    elections for the portions of calendar years 2009 and 2010
    comprising our fiscal year and the fair market value of the 2009
    deferred stock award paid in fiscal 2010, which was based on the
    closing market price of a share of our common stock on
    November 20, 2009. The calendar year 2009 deferred stock
    award was granted on November 20, 2009 and the calendar
    year 2010 deferred stock award will be granted on
    November 19, 2010, and such award will be based on the
    closing market price of a share of our common stock on such date.  34




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##### Table of Contents



Deferral Elections for July 1, 2009

Deferral Election for January 1, 2010through December 31, 2009

through June 30, 2010Director

Retainer and Chair Fees

Retainer and Chair FeesRichard W. Boyce, David A.Brandon, Manuel A. Garciaand Brian Swette

Deferred Retainer: $25,000 value

Deferred Retainer: $32,500 valueSanjeev Mehra

Deferred Retainer and Chair Fee: $30,000 value

Deferred Retainer and Chair Fees: $42,500 valueStephen G. Pagliuca

Deferred Retainer and Chair Fee: $15,000 value

Deferred Retainer: $29,375 valueRonald M. Dykes

Deferred Retainer and Chair Fee: $35,000 value

Deferred Retainer and Chair Fee: $42,500 valuePeter R. Formanek and Kneeland C. Youngblood

No Deferral: Cash $25,000

No Deferral: Cash $32,500   (2)
    
    The grant date fair value of these awards is based on the
    closing market price of a share of our common stock on the
    November 19, 2009 grant date ($17.48 per share) for all
    directors, except for Mr. Pagliucas, which is based
    on the closing market price of a share of our common stock on
    the February 5, 2010 grant date ($17.72 per share), which
    is also the compensation cost for this grant recognized for
    financial statement reporting purposes in accordance with
    FAS 123R. The assumptions and methodology used to calculate
    the compensation cost are set forth in Note 3 to our
    Consolidated Financial Statements included in our
    Form 10-K
    for fiscal 2010.(3)
    
    As of June 30, 2010, Mr. Formanek was the only
    director to have options outstanding. As of such date,
    Mr. Formanek held 75,587 vested options. As of
    June 30, 2010, all of our directors had the following
    deferred stock awards outstanding: Messrs, Boyce and Brandon
    25,000 shares, Mr. Dykes, 23,925 shares;
    Messrs. Formanek and Youngblood, 17,507 shares;
    Mr. Garcia, 23,078; Mr. Mehra, 24,478 shares;
    Mr. Pagliuca, 4,796 shares; and Mr. Swette,
    30,277 shares.(4)
    
    Quarterly dividends in the amount of $0.0625 per share were paid
    by the Company to shareholders of record as of
    September 14, 2009, December 10, 2009, March 16,
    2010, and June 14, 2010. The amounts reflected in this
    column represent dividend equivalents accrued on vested and
    unvested deferred stock issued by the Company to the directors.(5)
    
    Mr. Pagliuca resigned from the Board effective
    September 21, 2009. Mr. Pagliuca elected to defer his
    calendar 2009 annual retainer, but because his resignation was
    effective prior to the date his deferred stock award was issued,
    he received a cash payment of $38,681 in lieu of deferred stock.
    This amount represented his retainer for the period commencing
    January 1, 2009 through September 21, 2009, including
    the chair fee for the period commencing July 1, 2009
    through September 21, 2009. Upon termination of service,
    his vested deferred stock settled and the unvested portion was
    forfeited. Upon his resignation, we issued 17,051 shares of
    stock to Mr. Pagliuca in settlement of his vested deferred
    stock, and the remaining 1,153 shares of unvested deferred
    stock issued to Mr. Pagliuca were forfeited.
    Mr. Pagliuca also received $7,742.45 in dividend
    equivalents accrued on his vested and unvested deferred stock.
    Mr. Pagliuca was reappointed to the Board on
    January 20, 2010.  COMPENSATION
    COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
   35




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##### Table of Contents



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  STOCK
    OWNERSHIP INFORMATION
  Security
    Ownership of Certain Beneficial Owners, Directors and
    Management
    
    Each of our directors and NEOs;
    All directors and executive officers as a group; and
    Each person or entity who is known to us to be the beneficial
    owner of more than 5% of our common stock.    c/o Burger
  36




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##### Table of Contents



Common Stock, par Value$.01 Per SharePercentageName and Address of Beneficial Owner

Number

of ClassJohn W. Chidsey(1)


1,831,834



1.3
%Ben K. Wells(1)


300,660



*Russell B. Klein(1)


124,778



*Charles M. Fallon, Jr.(1)


305,154



*Anne Chwat(1)


363,292



*Peter Smith(1)


195,357



*Richard W. Boyce(1)


25,000



*David M. Brandon(1)


35,000



*Ronald M. Dykes(1)


23,925



*Peter R. Formanek(1)


233,094



*Manuel A. Garcia(1)


64,641



*Sanjeev K. Mehra(1)(2)(6)


13,946,647



10.2
%Stephen G. Pagliuca(1)


13,601,924



10.0
%Brian T. Swette(1)


130,902



*Kneeland C. Youngblood(1)


17,507



*All Executive Officers and Directors as a group
    (18 persons)(1)


31,297,015



22.9
%5% StockholdersFMR LLC(3)


7,824,558



5.7
%Investment funds affiliated with Artisan Partners Holdings LLC(4)


7,971,200



5.8
%Investment funds affiliated with Bain Capital Investors, LLC(5)


10,403,858



7.6
%Investment funds affiliated with The Goldman Sachs Group, Inc.(6)


14,046,089



10.3
%TPG BK Holdco LLC(7)


15,131,497



11.1
%     *
    
    Less than one percent (1%)(1)
    
    Includes beneficial ownership of shares of common stock for
    which the following persons hold options currently exercisable
    or exercisable on or within 60 days of September 13,
    2010: Mr. Chidsey, 1,340,714 shares; Mr. Wells,
    266,509 shares; Mr. Fallon, 252,653 shares;
    Ms. Chwat, 284,462 shares; and Mr. Smith,
    98,819 shares; and all directors and executive officers as
    a group, 2,311,985 shares. Also includes beneficial
    ownership of shares of common stock underlying deferred stock
    units held by the following persons that are currently vested or
    will vest on or within 60 days of September 13, 2010
    and will be settled upon termination of Board service: each of
    Messrs. Boyce and Brandon, 25,000 shares;
    Mr. Dykes, 23,925 shares; each of Mr. Formanek
    and Mr. Youngblood, 17,507 shares; Mr. Garcia,
    23,078 shares; Mr. Mehra, 24,478 shares;
    Mr. Pagliuca, 3,597 shares; Mr. Swette,
    30,277 shares; and all non-employee directors as a group,
    189,153 shares. See Footnotes 2 and 6 below for more
    information regarding the deferred stock held by Mr. Mehra.
    Mr. Kleins employment terminated on December 15,
    2009 and his shares included in the table are based on the
    Form 4 filed with the SEC on December 16, 2009. None
    of the executive officers have restricted stock units or
    performance-based restricted stock units that will vest on or
    within 60 days of September 13, 2010, except 11,565
    restricted stock units held by a non-NEO executive officer.(2)
    
    Mr. Mehra is a managing director of Goldman,
    Sachs & Co. Mr. Mehra and The Goldman Sachs
    Group, Inc. each disclaims beneficial ownership of the shares of
    common stock owned directly or indirectly by the Goldman Sachs
    Funds and Goldman, Sachs & Co., except to the extent
    of his or its pecuniary interest therein, if any. Goldman,
    Sachs & Co. disclaims beneficial ownership of the
    shares of common stock owned directly or indirectly by the
    Goldman Sachs Funds, except to the extent of its pecuniary
    interest therein, if any. Mr. Mehra has an understanding
    with The Goldman Sachs Group, Inc. pursuant to which he holds
    the 37




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##### Table of Contents



deferred stock units he receives in his capacity as a director
    of the Company for the benefit of The Goldman Sachs Group, Inc.
    See Footnote 6 below for information regarding The Goldman Sachs
    Group, Inc.(3)
    
    The shares included in the table are based solely on Amendment
    No. 3 to the Schedule 13G filed with the SEC on
    January 11, 2010 by FMR LLC. FMR LLC filed the amended
    Schedule 13G on a voluntary basis as if all of the shares
    are beneficially owned by FMR LLC and Fidelity International
    Limited (FIL) on a joint basis, but each is of the
    view that the shares held by the other need not be aggregated
    for purposes of Section 13(d). FMR LLC has the sole power
    to vote or to direct the vote regarding 4,857,828 of these
    shares and the sole power to dispose or to direct the
    disposition of 7,824,558 of these shares. The business address
    of FMR LLC is 82 Devonshire Street, Boston, MA 02109.(4)
    
    The shares included in the table are based solely on the
    Schedule 13G filed with the SEC on February 11, 2010
    by Artisan Partners Holdings LP (Artisan Holdings),
    Artisan Investment Corporation (Artisan Corp.),
    Artisan Partners Limited Partnership (Artisan
    Partners), Artisan Investments GP LLC (Artisan
    Investments), ZFIC, Inc. (ZFIC), Andrew A.
    Ziegler and Carlene M. Ziegler. Artisan Holdings, a registered
    investment adviser, is the sole limited partner of Artisan
    Partners, a registered investment adviser. Artisan Investments
    is the general partner of Artisan Partners. Artisan Corp. is the
    general partner of Artisan Holdings. ZFIC is the sole
    stockholder of Artisan Corp. and Mr. Ziegler and
    Ms. Ziegler are the principal stockholders of ZFIC. Of the
    shares reported, each of Artisan Holdings, Artisan Corp., ZFIC,
    Mr. Ziegler and Ms. Ziegler reported that they had
    shared voting power with respect to 7,811,200 shares and
    shared dispositive power with respect to 7,971,200 shares.
    Artisan Partners and Artisan Investments each reported that it
    had shared voting power over 7,754,000 shares and shared
    dispositive power over 7,914,000 shares. The shares
    reported were acquired on behalf of discretionary clients of
    Artisan Partners and Artisan Holdings. The business address of
    Artisan Holdings is 875 East Wisconsin Avenue, Suite 800,
    Milwaukee, WI 53202.(5)
    
    The shares included in the table consist of:
    (i) 10,403,858 shares of common stock owned by Bain
    Capital Integral Investors, LLC, whose administrative member is
    Bain Capital Investors, LLC (BCI);
    (ii) 3,117,905 shares of common stock owned by Bain
    Capital VII Coinvestment Fund, LLC, whose managing and sole
    member is Bain Capital VII Coinvestment Fund, L.P., whose
    general partner is Bain Capital Partners VII, L.P., whose
    general partner is BCI and (iii) 59,513 shares of
    common stock owned by BCIP TCV, LLC, whose administrative member
    is BCI. The shares included in the table are based solely on the
    Amendment No. 3 to Schedule 13G filed with the SEC on
    February 16, 2010 by BCI on behalf of itself and its
    reporting group. The business address of BCI is 111 Huntington
    Avenue, Boston, MA 02199.(6)
    
    The Goldman Sachs Group, Inc., and certain affiliates,
    including, Goldman, Sachs & Co., may be deemed to
    directly or indirectly own the shares of common stock which are
    owned directly or indirectly by investment partnerships, which
    The Goldman Sachs Group, Inc. refers to as the Goldman Sachs
    Funds, of which affiliates of The Goldman Sachs Group, Inc. and
    Goldman Sachs & Co. are the general partner, managing
    limited partner or the managing partner. Goldman,
    Sachs & Co. is the investment manager for certain of
    the Goldman Sachs Funds. Goldman, Sachs & Co. is a
    direct and indirect, wholly owned subsidiary of The Goldman
    Sachs Group, Inc. The Goldman Sachs Group, Inc., Goldman,
    Sachs & Co. and the Goldman Sachs Funds share voting
    and investment power with certain of their respective
    affiliates. Shares beneficially owned by the Goldman Sachs Funds
    consist of: (i) 7,262,660 shares of common stock owned
    by GS Capital Partners 2000, L.P.;
    (ii) 2,638,973 shares of common stock owned by GS
    Capital Partners 2000 Offshore, L.P.;
    (iii) 303,562 shares of common stock owned by GS
    Capital Partners 2000 GmbH & Co. Beteiligungs KG;
    (iv) 2,306,145 shares of common stock owned by GS
    Capital Partners 2000 Employee Fund, L.P.;
    (v) 106,837 shares of common stock owned by Bridge
    Street Special Opportunities Fund 2000, L.P.;
    (vi) 213,675 shares of common stock owned by Stone
    Street Fund 2000, L.P.; (vii) 356,124 shares of
    common stock owned by Goldman Sachs Direct Investment
    Fund 2000, L.P.; (viii) 412,941 shares of common
    stock owned by GS Private Equity Partners 2000, L.P.;
    (ix) 141,944 shares of common stock owned by GS
    Private Equity Partners 2000 Offshore Holdings, L.P.; and
    (x) 157,364 shares of common stock owned by GS Private
    Equity Partners
    2000-Direct
    Investment Fund, L.P.Goldman Sachs Execution & Clearing, L.P. beneficially
    owns directly and The Goldman Sachs Group, Inc. may be deemed to
    beneficially own indirectly 3,520 shares of common stock.
    Goldman, Sachs & Co. beneficially owns directly and
    The Goldman Sachs Group, Inc. may be deemed to beneficially own
    indirectly 10,100 shares of common stock. Goldman,
    Sachs & Co. and The Goldman Sachs Group, Inc. may 38




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##### Table of Contents



each be deemed to beneficially own indirectly, in the aggregate,
    13,900,225 shares of common stock through certain limited
    partnerships described in this footnote, of which affiliates of
    Goldman, Sachs & Co. and The GoldmanSachs Group, Inc. are the general partner, managing general
    partner, managing partner, managing member or member. Goldman,
    Sachs & Co. is a wholly-owned subsidiary of The
    Goldman Sachs Group, Inc. Goldman, Sachs & Co. is the
    investment manager of certain of the limited partnerships.The Goldman Sachs Group, Inc. may be deemed to beneficially own
    24,478 shares of common stock pursuant to the 2006 Omnibus
    Incentive Plan, which are deferred shares granted to Sanjeev K.
    Mehra, a managing director of Goldman, Sachs & Co. in
    his capacity as a director of the Company. Mr. Mehra has an
    understanding with The Goldman Sachs Group, Inc. pursuant to
    which he holds such deferred shares for the benefit of The
    Goldman Sachs Group, Inc. The grant of 24,478 deferred shares is
    currently vested or will vest within 60 days of
    September 13, 2010. The deferred shares granted to
    Mr. Mehra will be settled upon termination of Board
    service. Each of Goldman, Sachs & Co. and The Goldman
    Sachs Group, Inc. disclaims beneficial ownership of the deferred
    shares of common stock except to the extent of its pecuniary
    interest therein.The shares included in the table are based solely on the
    Schedule 13G filed with the SEC on February 16, 2010
    by The Goldman Sachs Group, Inc. on behalf of itself and its
    reporting group. The business address for The Goldman Sachs
    Group, Inc. is 85 Broad Street, New York, NY 10004.(7)
    
    The shares included in the table are directly held by TPG BK
    Holdco LLC. TPG Advisors III, Inc., a Delaware corporation
    (Advisors III), is the sole general partner of TPG
    GenPar III, L.P., a Delaware limited partnership, which in turn
    is the sole general partner of TPG Partners III, L.P., a
    Delaware limited partnership, which in turn is the managing
    member of TPG BK Holdco LLC. David Bonderman and James Coulter
    are directors, officers and sole shareholders of Advisors III,
    and therefore, David Bonderman, James Coulter and
    Advisors III may each be deemed to beneficially own the
    shares directly held by TPG BK Holdco LLC. The shares included
    in this table are based solely on the Amendment No. 2 to
    Schedule 13G filed with the SEC on February 13, 2009
    on behalf of Advisors III, Mr. Bonderman and
    Mr. Coulter. The business address for TPG BK Holdco LLC is
    c/o TPG
    Capital, L.P., 301 Commerce Street, Suite 3300,
    Fort Worth, TX 76102.  39




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##### Table of Contents



Item 13. Certain Relationships and Related Transactions, and Director Independence
 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
 Related
    Person Transactions Policy
    Shareholders
    Agreement
      Expense
    Reimbursement to the Sponsors
     40




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##### Table of Contents



DIRECTOR
    INDEPENDENCE
      www.bk.com 305-378-7696
  B K ®
    Rule 10A-3
   41




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##### Table of Contents



Item 14. Principal Accounting Fees and Services
  AUDIT
    FEES AND SERVICES
    Fiscal YearFee Category

2010

2009(In thousands)

(In thousands)Audit Fees(1)

$
3,267


$
3,643Audit-Related Fees(2)


129



151Total Fees


3,396



3,794     (1)
    
    Annual audit fees primarily consist of fees for the audits of
    the consolidated financial statements and the review of the
    interim condensed quarterly consolidated financial statements.
    This category also includes fees for statutory audits required
    by the tax authorities of various countries and accounting
    consultations and research work necessary to comply with Public
    Company Accounting Oversight Board standards. In fiscal 2010 and
    2009, audit fees also included amounts related to the audit of
    the effectiveness of internal controls over financial reporting
    and attestation services.(2)
    
    Audit-Related Fees primarily consist of the fees for financial
    statement audits of our marketing fund and gift card subsidiary.  Pre-approval
    Policy
     42




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##### Table of Contents



PART IV
 
 Item 15. Exhibits, Financial Statement Schedules.
 31.1
    
    Certification of Chief Executive Officer of Burger King Holdings,
Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *31.2
    
    Certification of Chief Financial Officer of Burger King Holdings,
Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *32.1
    
    Certification of Chief Executive Officer of Burger King Holdings,
Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(incorporated by reference to Exhibit 32.1 to the Companys Form
10-K for the fiscal year ended June 30, 2010)32.2
    
    Certification of the Chief Financial Officer of Burger King
Holdings, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (incorporated by reference to Exhibit 32.1 to the
Companys Form 10-K for the fiscal year ended June 30, 2010)
 
 *
    
    Filed herewith 43




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##### Table of Contents



Signatures
  BURGER KING HOLDINGS, INC.By:
    /s/ John W. ChidseyName:
    John W. ChidseyTitle:
    Chairman and Chief Executive OfficerDate:
    September 17, 2010  Signature
    
    Title
    
    Date/s/ John W. Chidsey

John W. Chidsey
    
    Chairman and Chief Executive Officer
(principal executive officer)
    
    September 17, 2010/s/ Ben K. Wells

Ben K. Wells
    
    Chief Financial Officer
(principal financial and accounting officer)
    
    September 17, 2010/s/ Richard W. Boyce

Richard W. Boyce
    
    Director
    
    September 17, 2010David A. Brandon
    
    Director/s/ Ronald M. Dykes

Ronald M. Dykes
    
    Director
    
    September 17, 2010Peter R. Formanek
    
    Director/s/ Manuel A. Garcia

Manuel A. Garcia
    
    Director
    
    September 17, 2010Sanjeev K. Mehra
    
    Director/s/ Stephen G. Pagliuca

Stephen G. Pagliuca
    
    Director
    
    September 17, 2010/s/ Brian T. Swette

Brian T. Swette
    
    Director
    
    September 17, 2010/s/ Kneeland C. Youngblood

Kneeland C. Youngblood
    
    Director
    
    September 17, 2010
 44