EXHIBIT 10.46
POPEYES CHICKEN AND BISCUITS
2005 BONUS PLAN
TERMS AND CONDITIONS
EFFECTIVE 12/27/04
INTRODUCTION
Popeyes Chicken and Biscuits (PCB) compensation practice is to provide bonus
compensation opportunities to specifically selected positions. Bonus
opportunities are paid based on the successful achievement of financial and/or
business plan metrics as outlined in the attachment. This bonus plan is designed
to ensure participants focus on the strategic financial and business plan
metrics of PCB.
GENERAL TERMS AND CONDITIONS
A. EFFECTIVE DATES, AMENDMENTS, RESERVATIONS
The 2005 Bonus Plan is effective December 27, 2004 (the "Effective Date")
and will continue for the Plan Year 2005. As of the Effective Date, all
other bonus compensation plans, either written or oral become void, except
for provisions of such plans related to earned but unpaid or deferred
bonus compensation payments under a prior year's plan. 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.
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.
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3. "Eligible Employee" means an employee of the Company who was 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 any independent contractor; or
d. any employee who is currently on a written performance
improvement plan, or for the second semi-annual ("year-end")
payment is rated a 1.5 or less on the employee's performance
review.
4. "Bonus Compensation" means any bonus, bonus or other remuneration
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
Administrative 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. "Plan Year" is defined as PCB's 2005 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 persons
hired in the middle of a period to receive partial payment for the period.
D. DECEASED EMPLOYEE
Bonus Compensation earned by a deceased employee before such employee's
death will be paid to the deceased employee's estate on the payment date.
E. ADMINISTRATION
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A Corporate Compensation Committee consisting of the following persons
administers this Plan:
(i) Chief Executive Officer
(ii) Senior Vice President, General Counsel of AFC
(iii) Chief People Services Officer
From time to time, persons may be added to or deleted from the
Compensation Committee by the Committee as deemed appropriate. The
specific duties of this Committee are to:
(i) develop and enforce the policies 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.
F. BONUS COMPENSATION PAYMENTS
Any Bonus Compensation Payments, when earned, will be made to Participants
as provided in each Participant's 2005 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. No bonus payments
will be paid to any employee 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.
G. TAX WITHHOLDING
All bonus payments made under this Plan will be taxed appropriately.
H. EMPLOYMENT
The 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 will 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.
I. ELIGIBILITY
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In order to participate in the Plan, an Employee must be an Eligible
Employee (as defined in section B.3).
J. LEAVE OR PRORATION
Participant'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.
K. DISPUTES
Any dispute regarding Bonus Compensation under the Plan shall be submitted
by the Participant in writing to the Compensation 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.
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