Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 20, 2009, AFC Enterprises, Inc. (the "Company") announced that Ralph
Bower, previously the Company's Chief Operations Officer had been promoted to
Chief Operating Officer - US. Mr. Bower, age 46, joined the Company as its Chief
Operations Officer in February 2008. Prior to joining the Company, Mr. Bower was
employed by Yum Brands from 2002 - 2008 where he served in various operations
roles including the KFC operations leader responsible for more than 900 KFC
franchised restaurants in the western United States, the leader of KFC company
operations in Pennsylvania, New Jersey, and Delaware and the director of guest
satisfaction function for all KFC restaurants. Before joining Yum Brands,
Mr. Bower was employed by Western Ohio Pizza, a franchisee of Domino's Pizza,
overseeing operations in Dayton, Ohio and Indianapolis, Indiana. Prior to his
restaurant experience, Mr. Bower served as an officer in the United States Navy.
He holds a Bachelor's of Science degree in English from the United States Naval
Academy.
In connection with Mr. Bower's promotion, the Company and Mr. Bower entered
into an employment agreement effective as of April 20, 2009. The employment
agreement provides for a base salary of $275,000, subject to annual adjustment
by the Company's People Services (Compensation) Committee, an annual incentive
bonus opportunity for 2009 of $165,000 based on the Company's achievement of
certain performance targets, fringe benefits similar to those provided to other
executive officers of the Company and participation in Company-sponsored benefit
plans. The employment agreement has a term of one year, unless earlier
terminated or otherwise renewed pursuant to the terms thereof and is
automatically extended for successive one-year periods following the expiration
of each term unless notice is given by the Company or Mr. Bower not to renew.
In the event of a termination without cause or as a result of his resignation
due to a constructive discharge, Mr. Bower will be entitled to receive an amount
equal to one times his annual base salary and target incentive bonus for the
year in which the termination occurs and the acceleration of any unvested
restricted stock, stock options or other equity incentive awards (other than
stock options for which the performance criteria required for exercise has not
been previously satisfied).
If there is a change in control (as defined in the employment agreement) and
within one year of the change in control, Mr. Bower's employment is terminated
without cause, or there is a material diminution of or change in Mr. Bower's
responsibilities or duties, Mr. Bower may terminate his employment and receive
the same severance he would have received upon a termination without cause plus
the vesting of her performance stock options to the extent that the change of
control price satisfies the applicable performance criterion for vesting under
the employment agreement. The employment agreement also contains covenants
regarding confidentiality and non-competition and dispute resolution clauses.
This description of the employment agreement is subject to and qualified in
its entirety by reference to the employment agreement, a copy of which is
attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated
herein by reference.
