AFC ENTERPRISES, INC. 2006 INCENTIVE STOCK PLAN NON-QUALIFIED STOCK OPTION CERTIFICATE STOCK PRICE PERFORMANCE GRANT

Exhibit 10.3

AFC ENTERPRISES, INC.
2006 INCENTIVE STOCK PLAN
NON-QUALIFIED STOCK OPTION CERTIFICATE

STOCK PRICE PERFORMANCE GRANT

     This Option Certificate evidences the grant by AFC Enterprises, Inc. (the “Company”), in accordance with the AFC Enterprises, Inc. 2006 Incentive Stock Plan (the “Plan”), of a Non-Qualified Stock Option (“Option”) to Cheryl A. Bachelder (“Employee”) to purchase from the Company 200,000 shares of $.01 par value common stock of the Company (the “Stock”) at an Option Price of $12.81 per share. This Option is granted effective November 1, 2007 (the “Grant Date”). The Company does not intend that this Option constitute an incentive stock option under Section 422 of the Code.

TERMS AND CONDITIONS

     § 1 Plan . This Option is subject to all of the terms and conditions set forth in this Option Certificate and in the Plan (including, without limitation, the provisions of § 13 and § 14 of the Plan that (a) provide for adjustment upon a change in capitalization (including stock splits) of the Company or upon certain corporate transactions and (b) address a sale, merger or change in control of the Company). All capitalized terms not otherwise defined in this Option Certificate shall have the respective meaning of such terms as defined in the Plan. If a determination is made that any term or condition set forth in this Option Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Employee at the Company’s principal executive offices upon written request to the Secretary of the Company.

     § 2 Exercise Rights .

(a)

General Rule . Subject to satisfying the Stock price performance criteria set forth § 2(b), Employee shall have the right to exercise this Option will vest with respect to:

(1)

Twenty-five percent (25%) of the number of shares of Stock underlying the grant of this Option (rounding down to the nearest whole share) if Employee remains an employee of the Company from the Grant Date through the first anniversary of the Grant Date,

(2)

An additional twenty-five percent (25%) of the number of shares of Stock underlying the grant of this Option (rounding down to the nearest whole share) on each of the second, third and fourth anniversaries of the Grant Date, if Employee remains an employee of the Company from the Grant Date through the respective anniversary of the Grant Date.

If rounding down to the nearest whole share results in a fractional share, the fractional share shall be carried forward and added to the number of shares which vest on the next anniversary of the Grant Date and, if a fractional share remains on the fourth anniversary of the Grant Date, Employee shall forfeit the right to exercise this Option with respect to such fractional share on such anniversary of the Grant Date.

(b)

Stock Price Performance Criteria .

	(1)		If at any time between the Grant Date and the fifth anniversary of the Grant Date the Stock price maintains an average of $20.00 per share for twenty (20) consecutive trading days, Employee shall have the right (to the extent Employee’s exercise right is then or thereafter vested under § 2(a)) to exercise this Option to purchase 66,668 of the shares of Stock subject to this Option. If the Stock price fails to maintain such average before the fifth anniversary of the Grant Date, Employee shall forfeit any right to exercise this Option with respect to such shares of Stock.
	(2)		If at any time between the Grant Date and the fifth anniversary of the Grant Date the Stock price maintains an average of $25.00 per share for twenty (20) consecutive trading days, Employee shall have the right (to the extent Employee’s exercise right is then or thereafter vested under § 2(a)) to exercise this Option to purchase an additional 66,666 of the shares of Stock subject to this Option. If the Stock price fails to maintain such average before the fifth anniversary of the Grant Date, Employee shall forfeit any right to exercise this Option with respect to such shares of Stock.
	(3)		If at any time between the Grant Date and the fifth anniversary of the Grant Date the Stock price maintains an average of $30.00 per share for twenty (20) consecutive trading days, Employee shall have the right (to the extent Employee’s exercise right is then or thereafter vested under § 2(a)) to exercise this Option to purchase an additional

66,666 of the shares of Stock subject to this Option. If the Stock price fails to maintain such average before the fifth anniversary of the Grant Date, Employee shall forfeit any right to exercise this Option with respect to such shares of Stock.

(c)

Special Rules .

	(1)		Employment Agreement . This Option has been granted as provided in Section 5(c) of the Employment Agreement between Employee and the Company which was signed on October 9, 2007 (the “Employment Agreement”), and any acceleration in Employee’s right under § 2(a) to exercise this Option and any modification to the Stock price performance criteria set forth in § 2(b) shall be determined under the terms of the Employment Agreement.
	(2)		Termination . If Employee’s employment with the Company terminates for any reason other than death, “Disability” (as defined in § 2(c)(3)) or “Cause” (as defined in § 2(c)(5)), Employee shall have the right to exercise this Option with respect to any portion of this Option with respect to which her exercise right has vested under this Certificate on or before the date her employment terminates during the 90 day period which starts on the date her employment so terminates (or during the 180 day period which starts on the date her empl