Executive shall be entitled to receive Change in Control Non-Compete Benefits from the Company as provided in this [Section 5], in lieu of General Non-Compete Benefits under [Section 4], if # a Change in Control has occurred and Executive’s employment with the ​ is involuntarily terminated by ​ or is voluntarily terminated by Executive for Good Reason, provided that, # such termination occurs after such Change in Control and on or before the second anniversary thereof, or # the termination occurs before such Change in Control but Executive can reasonably demonstrate that such termination or the event or action causing Good Reason to occur, as applicable, occurred at the request of a third party who had taken steps reasonably calculated to effect a Change in Control, and # on or before the Date of Termination, Executive executes a separation and release agreement in form and content reasonably satisfactory to the Committee releasing any and all claims Executive has or may have against ​ as of the Date of Termination. Change in Control Non-Compete Benefits shall not be payable if Executive terminates employment with the Company due to Executive’s death, disability, voluntary retirement or resignation without Good Reason, provided that Executive may be entitled to the General Non-Compete Benefits pursuant to [Section 4].

Agreement - Jellison - EVP - 2021

. Change in Control Non-Compete Benefits.

“Change in Control Non-Compete Benefits” means the payments and benefits provided under Section 5.

If Executive’s employment is terminated in circumstances entitling Executive to Change in Control Non-Compete Benefits as provided in [Section 5(a)], ​ shall pay Executive, in a single lump sum payment in cash, and subject to [Section 26], within 10 days of the Date of Termination, Change in Control Non-Compete Benefits in an amount equal to the sum of:

If Executive is entitled to Change in Control Non-Compete Benefits pursuant to [Section 5(a)], Executive shall continue to be provided with medical, dental,

commissions, overtime, health benefits, perquisites and incentive compensation. For the purpose of determining an Executive’s Change in Control Non-Compete Benefits, “Base Salary” shall mean, with respect to Executive, the greater of # Executive’s highest Base Salary during the 12 month period immediately preceding the Change in Control and # Executive’s highest Base Salary in effect at any time thereafter.

Non-Compete. The Director agrees that during the Directorship Term and for a period of Three # years thereafter, he shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or consultant to any other corporation or enterprise; engage in the business of developing, marketing, selling or supporting technology to or for businesses in which the Company engages in or in which the Company has an actual intention, as evidenced by the Company's written business plans, to engage in, within any geographic area in which the Company is then conducting such business. Nothing in this Section 6 shall prohibit the Director from being # a stockholder in a mutual fund or a diversified investment company or # a passive owner of not more than three percent of the outstanding stock of any class of securities of a corporation, which are publicly traded, so long as the Director has no active participation in the business of such corporation.

Non-Compete. Except as set forth in the third paragraph of this [Section 3], Employee shall not, while this Agreement is in effect, engage in, or be interested in, in an active capacity, any business other than that of the Employer or any affiliate, associate or subsidiary corporation of Employer. It is the express intent of the Employer and Employee that: # the covenants and affirmative obligations of this Section be binding obligations to be enforced to the fullest extent permitted by law; # in the event of any determination of unenforceability of the scope of any covenant or obligation, its limitation which a court of competent jurisdiction deems fair and reasonable, shall be the sole basis for relief from the full enforcement thereof; and # in no event shall the covenants or obligations in this Section be deemed wholly unenforceable.

Non-Compete. You acknowledge that ​ is engaged in a highly competitive business and has a compelling business need and interest in preventing release or disclosure of its confidential, proprietary and trade secret information as defined in this Agreement. Moreover, you acknowledge that ​ has highly valuable, long-term and near permanent relationships with certain customers, suppliers, manufacturers, franchisees, employees and service organizations which ​ has a legitimate interest in protecting and that you, by virtue of your position with ​, had, have and will continue to have access to these customers, suppliers, manufacturers, franchisees, employees and service organizations as well as the confidential, proprietary and trade secret information as defined in this Agreement. You also acknowledge that ​ has invested substantial time, money and other resources in building and maintaining good will, reputation and a valuable brand and system. You acknowledge and agree that, in performing services for ​, you were placed in a position of trust with ​ and that, because of the nature of the services provided by you to ​, Confidential Information will become engrained in you, so much so that you would inevitably or inadvertently disclose such information in the event you were to provide similar services to a competitor of ​. As such, you agree and covenant that from and after the date hereof and for a period of eighteen (18) months following your Termination Date: # you shall not either directly or indirectly, alone or in conjunction with any other party or entity, perform any services, work or consulting for one or more Competitive Companies anywhere in the world. “Competitive Companies” shall mean any company in the ready-to-eat restaurant industry that competes with the business of ​, including any business in which ​ engaged during the term of your employment and any business that ​ conducting at the time of the your termination of employment. Examples of Competitive Companies include, but are not limited to: YUM Brands, Inc. (including but not limited to Taco Bell, Pizza Hut and Kentucky Fried Chicken and all of YUM Brands, Inc.’s subsidiaries), Quick Service Restaurant Holdings (and all of its brands and subsidiaries), Burger King/Hungry Jacks, Wendy’s, Culver’s, In-N-Out Burger, Sonic, Hardee’s, Checker’s, Arby’s, Long John Silver’s, Jack-in-the-Box, Popeye’s Chicken, Chick-fil-A, Domino’s Pizza, Chipotle, Q-doba, Panera Bread, Papa John’s, Potbelly, Raising Cane’s, Subway, Quiznos, Dunkin’ Brands, Seven-Eleven, Tim Horton’s, Starbucks, Peet’s Coffee, Jamba Juice, BoJangle’s, WaWa, Five Guys, Denny’s and their respective organizations, partnerships, ventures, sister companies, franchisees, affiliates or any organization in which they have an interest and which are involved in the ready-to-eat restaurant industry anywhere in the world, or which otherwise compete with ​. You agree to consult with the Executive Vice President of Human Resources, or his/her successor, for clarification as to whether or not ​ views a prospective employer, consulting client or other business relationship of you may have or have had in the ready-to-eat industry not listed above as a Competitive Company; and # you shall not perform or provide, or assist any third party in performing or providing, Competitive Services anywhere in the world, whether directly or indirectly, as an employer, officer, director, owner, employee, partner or otherwise, of any person, entity, business, or enterprise. For the purposes of this restriction, “Competitive Services” means the design, development, manufacture, marketing or sale of a product, product line or service that competes with any product, product line or service of ​ as they presently exist or as may be in existence or development on Executive’s Termination Date. You agree that you will notify ​ prior to engaging in any way with a competitor of ​, and you further acknowledge and agree that ​ may contact the subsequent employer and reveal the terms of this Agreement. This Section is not meant to prevent you from earning a living or fostering your career, but rather to prevent any competitive business from gaining any unfair advantage from your knowledge of ​ Confidential Information, trade secrets and/or proprietary information. Nothing in this non-compete shall be construed to restrict the right of a lawyer to provide legal services for another company, provided that a lawyer who has formerly represented ​ may not thereafter represent another company in a matter that is the same or substantially related to a matter in which the lawyer represented ​ and in which the other company’s interests are materially adverse to ​ interests, and may not use or disclose confidential information obtained while employed by ​. For the avoidance of doubt, nothing in this Agreement precludes you from serving on the Board of Directors of a company that does not provide Competitive Services.