BURGER KING HOLDINGS, INC. EQUITY INCENTIVE PLAN OPTION AWARD

EXHIBIT 10.45

BURGER KING HOLDINGS, INC.
EQUITY INCENTIVE PLAN

OPTION AWARD

     Unless defined in this Option Award Agreement (this “Award Agreement”), capitalized terms will have the same meanings ascribed to them in the Burger King Holdings, Inc. Equity Incentive Plan (as may be amended from time to time, the “Plan”).

     Pursuant to Article 4 of the Plan, you have been granted a non-qualified Option on the following terms and subject to the provisions of the Plan, which is incorporated herein by reference. In the event of a conflict between the provisions of the Plan and this Award Agreement, the provisions of the Plan will govern.

Participant:		Xxxxxxx X. Xxxxxx
Total Number of Shares Underlying Option:		29,007 Shares
Exercise Price per Share:		$18.91 per Share
Grant Date:		June 2, 2006
Expiration Date:		June 1, 2016
Vesting Schedule:		40% of the Shares subject to the Option will vest on the second anniversary of the Grant Date, subject to your remaining actively employed on such vesting date, and thereafter, 20% of the Shares subject to the Option will vest on each anniversary of the Grant Date subject to your remaining actively employed on each such vesting date, all vesting being further subject to the Section entitled “Termination” in Exhibit A.

     By your signature and the signature of the Company’s representative below, you and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and the terms and conditions set forth in the attached as Exhibit A.

PARTICIPANT
 

/s/ Xxxxxxx X. Xxxxxx  

Xxxxxxx X. Xxxxxx 

Date: June 6, 2006          

BURGER KING HOLDINGS, INC.
By:	/s/ Xxxxx X. Xxxxx
	Title: Chief Human Resources Officer

Date: June 19, 2006          

EXHIBIT A

TERMS AND CONDITIONS OF THE
OPTION AWARD

Vesting.

     This Option will vest and become exercisable in accordance with the “Vesting Schedule” set forth in this Award Agreement. Any portion of this Option that becomes exercisable in accordance with the foregoing will remain exercisable until the Expiration Date, unless earlier terminated pursuant to the Plan or this Award Agreement (including, without limitation, the section below entitled “Termination”). Subject to the section below entitled “Termination,” this Option may be exercised only while you are employed by the Company. Prior to the exercise of this Option, you will not have any rights of a shareholder with respect to such Option or the Shares subject thereto.

     Subject to your commencing employment on June 19, 2006, in the event your employment is terminated Without Cause prior to May 17, 2008, or upon the occurrence of your death or Disability prior to May 17, 2008 (any such event being hereinafter referred to as a “Vesting Event”), then the Company shall compensate you, at the Company’s option and in its sole discretion, either through the accelerated vesting of (a) this Option and/or (b) that Option granted to you pursuant to the Option Award Agreement dated May 17, 2006, and/or in cash or any combination of the foregoing, the aggregate amount of the difference between $1,250,000.00 and the value (as determined below) of your then vested Options in the Company (the “Difference”). The value of your Options (vested and unvested) shall be determined on the date of the Vesting Event. The value of the Option shall be the difference between the exercise price of any such Option and the Market Value of the Shares represented by the Option on the date of the Vesting Event. For the avoidance of doubt, notwithstanding the fact that a similar provision may be contained in the other equity award agreement described above, the Company’s obligation, if any, to pay the foregoing amount shall apply only once, up to the total amount of the Difference.

Method of Exercise.

     This Option will be exercisable pursuant to procedures approved by the Committee and communicated to you. No Shares will be delivered pursuant to the exercise of this Option unless (i) you have complied with your obligations under this Award Agreement, (ii) the exercise of this Option and the delivery of such Shares complies with applicable law and (iii) full payment (or satisfactory provision therefor) of the aggregate exercise price of the Option and any withholding or other applicable taxes have been received by the Company. Until such time as the Shares are delivered to you (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), you will have no right to vote or receive dividends or any other rights as a shareholder with respect to such Shares, notwithstanding exercise of this Option.

Termination.

     Upon termination of your employment (to the extent relevant, as determined under criteria established by the Committee) for any reason, you may exercise this Option, to the extent vested on the date of your termination (other than as set forth below), as provided for below. Except as set forth below, if this Option (or any portion of this Option) is unvested on the date of such termination, then it (or such portion) will be forfeited without any consideration due to you.

     In the event that a Change in Control occurs and, within twenty-four months following the date of such Change in Control, your employment is terminated by the Company Without Cause, the portion of this Option that is unvested at the time of termination shall vest in full upon such termination.

     To the extent this Option is or becomes exercisable on the date of such termination, then, if you (or, if applicable, such other person who is entitled to exercise this Option) do not exercise this Option on or prior to the expiration of the Option Exercise Period (as set forth below), this Option will terminate. In no event may you exercise this Option after the Expiration Date.

	Type of Termination			Option Exercise Period
	Without Cause			90 day period beginning on the date of termination
	Resignation			90 day period beginning on the date of termination
	Retirement			One year period beginning on the date of termination
	Disability			One year period beginning on the date of termination
	Death			One year period beginning on the date of termination
	For Cause			None, all Options expire immediately

     In the event that there is a conflict between the terms of this Award Agreement regarding the effect of a termination of employment on this Option and the terms of any employment agreement or offer, promotion or confirmation letter (“Employment Agreement”) with the Company or one of its Affiliates, the terms of your Employment Agreement will govern.

Taxes.

     You acknowledge that you are required to pay any withholding or other applicable taxes that may be due as a result of receipt of this Option or the delivery of Shares underlying this Option, and no stock certificate will be released to you until your tax obligations are satisfied. In the discretion of the Committee, your tax obligations may be satisfied by, where permitted by applicable law, withholding of Shares that otherwise would be released to you upon exercise of this Option or surrendering of Shares that you already own, based on the Market Value of the Shares that are withheld or that you surrender determined as of the date when the taxes otherwise would have been withheld in cash.

No Guarantee of Continued Service.

     You acknowledge and agree that the vesting of this Option pursuant to the “vesting schedule” set forth in the Award Agreement is earned only by continuing as an employee at the will of the Company (not through the act of being hired or being granted this Award). You further acknowledge and agree that this Award Agreement, the transactions contemplated hereunder and the “vesting schedule” do not constitute an express or implied promise of continued employment for any period or at all and will not interfere in any way with your right or the Company’s or any Affiliate’s right to dismiss you from employment at any time or for any reason not prohibited by law and will not confer upon you any right to continue your employment for any specified period of time.

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Termination for Cause; Restrictive Covenants.

     In consideration for the grant of this Option and for other good and valuable consideration, the sufficiency of which is acknowledged by you, you agree as follows:

     Upon (i) a termination of your employment for Cause, (ii) a retroactive termination of your employment for Cause as permitted under the Plan, (iii) a violation of any post-termination restrictive covenant (including, without limitation, non-disclosure, non-competition and/or non-solicitation) contained in your Employment Agreement or (iv) a violation of any post-termination restrictive covenant (including, without limitation, non-disclosure, non-competition and/or non-solicitation) contained in any separation or termination or similar agreement you may enter into with the Company or one of its Affiliates in connection with your termination of employment, any Options you hold that are then outstanding shall be immediately forfeited and the Company may require that you repay (with interest or appreciation (if any), as applicable, determined up to the date payment is made), and you shall promptly repay, to the Company, the Market Value (in cash or in Shares) of any Shares received upon the exercise of Options during the period beginning on the date that is one year before the date of your termination and ending on the first anniversary of the date of your termination, minus the applicable exercise price. The Market Value of any such Shares shall be determined as of the date of exercise of such Option.

Securities Laws.

     By accepting this Option, you acknowledge that federal securities laws and/or the Company’s policies regarding trading in its securities may limit or restrict your right to buy or sell Shares, including, without limitation, sales of Shares acquired in connection the exercise of this Option. You agree to comply with such federal securities law requirements and Company policies, as such laws and policies are amended from time to time.

Entire Agreement; Dispute Resolution; Governing Law.

     The Plan, this Award Agreement and, to the extent applicable, your Employment Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and you with respect to the subject matter hereof. This Award Agreement may not be modified in a manner that adversely affects your rights heretofore granted under the Plan, except with your consent. This Award Agreement is governed by the laws of the State of Delaware.

     The Company and you agree that any dispute or controversy arising under or in connection with this Award Agreement shall be resolved by final and binding arbitration before the American Arbitration Association (“AAA”). The arbitration shall be conducted in accordance with AAA’s National Rules for the Resolution of Employment Disputes then in effect at the time of the arbitration. The arbitration shall be held in Miami, Florida.

     By signing this Award Agreement, you acknowledge receipt of a copy of the Plan and represent that you are familiar with the terms and conditions of the Plan, and hereby accept this Award subject to all provisions in this Award Agreement and in the Plan. You hereby agree to accept as final, conclusive and binding all decisions or interpretations of the Committee upon any questions arising under the Plan or this Award Agreement.

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