Popeyes Louisiana Kitchen, Inc. Relocation Loss Assistance Agreement with William P. Matt

A one one-time payment (the “Payment”) to be made by Popeyes to you covering fifty percent (50%) of the difference, if any, between: (1) the Cost Basis Amount, and (2) the eventual selling price of the house (the “Selling Price”), if that Selling Price is less than the Cost Basis Amount. The difference will be calculated based on the gross selling price of the house. Notwithstanding anything to the contrary herein, the Payment shall not exceed One Hundred Fifty Thousand Dollars ($150,000.00).

You must be an employee of Popeyes at the time of the closing on the sale of your house;

Delivery to Popeyes of the final closing statement executed by all required parties showing the gross sales price of the house;

Delivery to Popeyes of a statement from the closing attorney or closing agent certifying that the closing has occurred on the house, that all monies have been disbursed, all documents have been delivered and that there are no unsatisfied conditions on the closing;

Verification of the Cost Basis Amount; and

Your understanding and agreement that Popeyes reserves the right to require full repayment of the Payment in the event you leave the employment of Popeyes for any reason within twelve (12) months of the date of the Payment.