Exhibit 10.54

POPEYES CHICKEN AND BISCUITS
2006 BONUS PLAN
Terms & Conditions
Effective 12/26/05

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 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 2006 Bonus Plan is effective December 26, 2005 (the “Effective Date”) and will continue for the Plan Year 2006. As of the Effective Date, all other bonus compensation plans, either written or oral become void. 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.

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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.
3.	“Eligible Employee” means an employee of the Company who is 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 an independent contractor; or
d.	any employee who is currently on a written performance improvement plan at the time of the bonus payout.

4.	“Bonus Compensation” means any bonus incentive, commission, bonus or other remuneration as set forth 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 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.	“Quarterly Bonus Payment” means bonus compensation, which if earned, is paid, as soon as practical, after the end of the each quarter.
9.	“Plan Year” is defined as PCB’s 2006 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 person hired in the middle of a period to receive partial payment for the period.

D.	MID-PERIOD HIRES
	A Participant who is hired during a period must work at least two (2) full weeks during the period to be eligible for a bonus payout for that period, if a bonus is paid. Nothing in the foregoing is intended to allow for person hired in the middle of a period to receive partial payment for the period.
E.	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.
F.	ADMINISTRATION

     A Corporate Compensation Committee (“the Committee”) consisting of the following persons administers this Plan:

(i)	Chief Executive Officer
(ii)	Chief Financial Officer
(ii)	Senior Vice President, General Counsel of AFC
(iv)	Chief People Services Officer

From time to time, persons may be added to or deleted from the Committee as deemed appropriate the Chief Executive Officer. The specific duties of this Committee are, but not limited to:

(i)	develop and enforce the polices 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.

G.

BONUS COMPENSATION PAYMENTS

Any Bonus Compensation Payments, when earned, will be made to Participants as provided in each Participant’s 2006 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 unless otherwise set forth in writing and approved by the Compensation Committee. No bonus payments will be paid to any employee

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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.

H.	ADVANCES, DRAWS OR EARLY ON BONUS PAYOUT
	No advances, draws or early payments against any potential bonus will be allowed.
I.	TAX WITHHOLDING
	All bonus payments made under this plan will be taxed using the appropriate Local and State tax rates. The Federal supplemental tax rate will be applied to Bonus payments unless otherwise requested by the employee, in writing to payroll, prior to the bonus payout.
J.	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 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.
K.	ELIGIBILITY
	In order to participate under the Plan, an Employee must be an Eligible Employee (as defined in section B.3)
L.	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.

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M.

DISPUTES

Any dispute regarding Bonus Compensation under the Plan shall be submitted by the Participant in writing to the 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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