MANAGEMENT SUBSCRIPTION AND SHAREHOLDERS AGREEMENT

EXHIBIT 10.6

MANAGEMENT SUBSCRIPTION AND SHAREHOLDERS’ AGREEMENT

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      THIS MANAGEMENT SUBSCRIPTION AND SHAREHOLDERS’ AGREEMENT (as it may be amended and in effect from time to time in accordance with the terms hereof, the “ Agreement ”), is effective as of August 1, 2004, is made by and among Burger King Holdings, Inc., a Delaware corporation (the “ Company ”), Burger King Corporation, a Florida corporation (“ Burger King ”), and the purchaser whose name appears on the signature page hereof (the “ Purchaser ”).

RECITALS

      WHEREAS, the Company was converted from a Delaware limited liability company to a Delaware corporation pursuant to the filing of a certificate of conversion and a certificate of incorporation with the Office of the Secretary of State on June 27, 2003;

      WHEREAS, immediately following the conversion of the Company to a Delaware corporation, the Sponsors (as defined below) beneficially owned in, the aggregate one hundred percent (100%) of the issued and outstanding Common Stock (as defined below);

      WHEREAS, the Company beneficially owns one hundred percent (100%) of the issued and outstanding common stock of Burger King;

      WHEREAS, the Board, of Directors (as defined below) has adopted the Burger King Holdings, Inc. Equity Incentive Plan pursuant to which awards may be granted to eligible employees of Burger King or any of its subsidiaries and members of the Board of Directors who are serving as independent directors (as the same may be amended and in effect from time to time, the “ Equity Incentive Plan ”) with respect to an aggregate maximum of 519,410 shares of Common Stock;

      WHEREAS, pursuant to the terms of the Equity Incentive Plan, the Board of Directors has authorized the Company to grant to the Purchaser and certain other eligible participants in the Equity Incentive Plan awards of (i) Investment Rights (as defined below) to purchase up to an aggregate of approximately 78,181 shares of Common Stock, (ii) Options (as defined below) to purchase up to an aggregate of approximately 350,017 additional shares of Common Stock and/or (iii) Restricted Units (as defined below) with respect to up to an aggregate of approximately 56,165 additional shares of Common Stock;

      WHEREAS, the terms of the grant to the Purchaser and the other participants in the Equity Inventive Plan of the Investment Rights, Options and Restricted Units and the sale or transfer of shares of Common Stock upon exercise of Investment Rights or Options or in settlement of Restricted Units are set forth in a Confidential Offering Memorandum, dated July 11, 2003, as amended by that certain Supplement dated June 4, 2004 (the “ Offering Memorandum ”), a copy of which has been provided to the Purchaser;

      WHEREAS, the Purchaser desires to exercise the Investment Rights granted to him and to subscribe for and purchase from the Company pursuant to the Equity Incentive Plan the aggregate number of shares of Common Stock set forth on the signature page hereof (the “ Shares ” or the “ Initial Investment Shares ”), at a purchase price of $100.00 per share; and

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      WHEREAS, the Company desires to sell the Shares to the Purchaser on the terms and subject to the conditions set forth herein and in the Equity Incentive Plan;

      WHEREAS, the right of the Purchaser to subscribe for and purchase the Shares is subject to the Purchaser’s execution and delivery of this Agreement, which sets forth certain rights and obligations of the Purchaser with respect to the Shares and any other shares of Common Stock the Purchaser may acquire or hold from or after the date hereof (together with the Shares, the “ Company Shares ”);

      WHEREAS, the Purchaser and Burger King are parties to an Employment Agreement, dated as of June 28, 2004 (as the same may be amended and in effect from time to time, the “ Employment Agreement ”), which provides for, among other things, the grant to the Purchaser of certain Base Price Options and Hurdle Options (as such terms are defined in the Employment Agreement) to purchase shares of Common Stock (such shares, the “ Initial Option Shares ”) on the terms set forth in the Employment Agreement and the Equity Incentive Plan;

      WHEREAS, among other things, the Employment Agreement provides that the Company will not exercise its right to repurchase (or to cause its designee to repurchase) any Initial Investment Shares purchased by the Purchaser at the Closing pursuant to this Agreement; and

      WHEREAS, the Purchaser, the Company and Burger King wish to set forth in this Agreement the terms of the Employment Agreement relating to the Company’s right to repurchase the Initial Investment Shares which may be issued and delivered to the Purchaser.

      NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

      Section 1.1 Definitions . As used in the Agreement, the following terms shall have the following meanings.

      “ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person, including but not limited to a Subsidiary of the first Person, a Person of which the first Person is a Subsidiary, or another Subsidiary of a Person of which the first Person is also a Subsidiary. For these purposes, “control” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. In addition,

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the term “Affiliate” when used with reference to a Sponsor shall include any Person that is treated as an affiliate of such Sponsor under the Sponsor Shareholders Agreement.

      “ Agreement ” has the meaning set forth in the preamble.

      “ Articles ” means the articles of incorporation and by-laws of the Company.

      “ Authorized Representatives ” Means any officer, partner or other authorized signatory of any Person within the definition of (i) TPG, (ii) Goldman and/or (iii) Bain.

      “ Bain ” means, collectively, Bain Capital VII Coinvestment Fund, LLC, Bain Capital Integral Investors, LLC and BCIP TCV, LLC and any Affiliates of the foregoing to whom shares of Common Stock are Transferred after the effective date of the Sponsor Shareholders Agreement.

      “ Board of Directors ” means the board of directors of the Company.

      “ Burger King ” has the meaning set forth in the preamble.

      “ Business Day ” means any day other than a Saturday, Sunday or day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close.

      “ Cause ” means the Purchaser’s (i) failure or refusal to reasonably and substantially perform the duties of his employment with the Company Group (other than due to illness or injury), (ii) gross negligence, willful misconduct or insubordination in connection with such duties, (iii) dishonesty, fraud, embezzlement, misappropriation of funds or theft, (iv) conviction of, or plea of nolo contendere to, a felony or other serious crime or (v) breach of any of his material obligations under any written agreement with any member of the Company Group or violation of any policy or code of ethics or conduct of any such member; provided that if the Purchaser is party to an employment agreement with a member of the Company Group at the time of his termination of employment and such agreement contains a different definition of “cause,” the definition in such employment agreement will control for purposes of this Agreement. If, subsequent to the Purchaser’s Termination of Active Service Without Cause, the Board of Directors determines that the Purchaser’s employment could have been terminated for Cause, the Purchaser’s employment will, at the election of the Board of Directors, be deemed to have been terminated for Cause, effective as of the date the events giving rise to Cause occurred.

      “ Change in Control ” has the meaning set forth in the Equity Incentive Plan.

      “ Closing ” has the meaning set forth in Section 2.3.

      “ Committee ” means the committee of the Board of Directors designated by the Board of Directors to administer the Equity Incentive Plan or, at any time that no committee has been designated, the Board of Directors.

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      “ Common Stock ” means the common stock of the Company, par value $0.01. per share.

      “ Company ” has the meaning set forth in the preamble.

      “ Company Group ” means, collectively, Burger King, its direct and indirect subsidiaries and any Affiliate of Burger King specifically designated as a member of the Company Group by the Board of Directors (or its designee).

      “ Company Shares ” has the meaning set forth in the recitals.

      “ Disability ” means (x) a physical or mental condition entitling the Purchaser to benefits under the long-term disability policy of the Company Group covering the Purchaser or (y) in the absence of any such plan, a physical or mental condition of the Purchaser rendering him unable to perform his duties for the Company Group for a period of six (6) consecutive months or longer; provided that if the Purchaser is party to an employment agreement with a member of the Company Group at the time of his termination of employment and such agreement contains a different definition of “disability” (or any derivation thereof), the definition in such employment agreement will control for purposes of this Agreement. The Purchaser’s employment shall be deemed to have terminated as a result of Disability on the date as of which he is first entitled to receive disability benefits under such policy or the date the Board of Directors (or its designee) determines the Purchaser has become disabled under the foregoing clause (y), subject to any disability provisions of the Purchaser’s employment agreement.

      “ Drag-Along Buyer ” has the meaning set forth in Section 5.3(a).

      “ Drag-Along Disposition ” has the meaning set forth in Section 5.3(a).

      “ Drag-Along Notice ” has the meaning set forth in Section 5.3(a).

      “ Equity Incentive Plan ” has the meaning set forth in the recitals.

      “ Financing Agreements ” has the meaning set forth in Section 5.5(e).

      “ Goldman ” means, collectively, GS Capital Partners 2000, L.P., GS Capital Partners 2000 Offshore, L.P., GS Capital Partners 2000 GmbH & Co. Beteiligungs KG, GS Capital Partners 2000 Employee Fund, L.P., Bridge Street Special Opportunities Fund 2000, L.P., Stone Street Fund 2000, L.P., Goldman Sachs Direct Investment Fund 2000, L.P., GS Private Equity Partners 2000, L.P., GS Private Equity Partners 2000 Offshore Holdings, L.P. and GS Private Equity Partners 2000 - Direct Investment Fund, L.P., and any Affiliates of the foregoing to whom shares of Common Stock are Transferred after the effective date of the Sponsor Shareholders Agreement.

      “ Investment Rights ” means an award granted under the Equity Incentive Plan pursuant to which the grantee has a limited right to purchase a stated number of shares of Common Stock, at a stated purchase price, on such terms and conditions as may be

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specified in connection with the grant of such award, including the requirement that, as a condition to the grantee’s purchase of any shares of Common Stock upon exercise of such right, the grantee enter into (or have previously entered into) a management subscription and shareholders’ agreement, substantially in the form hereof or such other form as the Board of Directors may approve from time to time.

      “ IPO ” means an initial registered public offering of equity securities of the Company or any of its subsidiaries.

      “ Market Value ” means, as of the applicable date of determination, the fair market value of a share of Common Stock, as determined by the Committee, in good faith, based on such factors as the Committee deems appropriate; provided that, following a Public Offering, the Market Value of a share of Common Stock shall be the closing price for a share (or the average of the last bid and ask prices for a share of Common Stock, if applicable) on the last trading day prior to the day as of which Market Value is determined on the principal securities exchange on which shares of Common Stock are then listed for trading or the principal interdealer quotation system on which shares of Common Stock are then quoted for trading, as the case maybe (or, if shares of Common Stock are not traded or quoted on such day, on the last day shares of Common Stock are traded on such exchange or quoted on such interdealer system, as the case may be).

      “ Option ” means an award granted under the Equity Incentive Plan pursuant to which the grantee may purchase a stated number of shares of Common Stock, for a stated exercise price and during a specified exercise period, on such terms and conditions as may be specified in connection with such grant.

      “ Person ” means an individual, partnership, limited liability company, corporation, trust, association, estate, unincorporated organization or a government or any agency or political subdivision thereof.

      “ Postponement Period ” has the meaning set forth in Section 5.5(e).

      “ Proposed Transfer ” has the meaning set forth in Section 5.2(a).

      “ Proposed Transferee ” has the meaning set forth in Section 5.2(a).

      “ Public Offering ” means the effective date of a registration statement (other than a registration statement on Form S-4 or S-8, or any successor form) filed in connection with a registered public offering of equity securities of the Company following which at least 15% of the equity securities of the Company have been publicly distributed or sold or are being actively traded on a national securities exchange or quoted on an interdealer quotation system.

      “ Purchaser Permitted Transferee ” means, following the death of the Purchaser, the Purchaser’s estate or any other Person or Persons to whom Company Shares shall have Transferred by operation of law pursuant to the Purchaser’s will or the laws of descent and distribution.

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      “ Registration Statement ” means any registration statement of the Company filed with, or to be filed with, the SEC under the rules and regulations promulgated under the Securities Act, including the related prospectus, amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement other than a registration statement (and related prospectus) filed on Form S-8 or any successor form thereto.

      “ Repurchase Period ” has the meaning set fort in Section 5.5(c) .

      “ Repurchase Price ” has the meaning set forth in Section 5.5(b) .

      “ Restricted Units ” means an award granted under the Equity Incentive Plan pursuant to which the grantee is entitled to receive a share of Common Stock upon the occurrence of a future event or on a future date, on such terms and conditions as may be specified in connection with such grant.

      “ Retirement ” means the Purchaser’s Termination of Active Service at or after the later of (i) his 65th birthday and (ii) his completion of five years of employment with the Company Group.

      “ SEC ” means the Securities and Exchange Commission.

      “ Securities Act ” means the United States Securities Act of 1933, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.

      “ Selling Sponsors ” has the meaning set forth in Section 5.3(a) .

      “ Sponsors ” means, collectively, Bain, Goldman and TPG.

      “ Sponsor Shareholders Agreement ” means the shareholders’ agreement among the Company, Burger King and the Sponsors, as the same may be amended and in effect from time to time.

      “ Termination of Active Service ” means the termination of the Purchaser’s active employment with the Company Group for any reason, including the Purchaser’s resignation, death, Disability or Retirement or termination by the member of the Company Group that employs the Purchaser Without Cause or for Cause.

      “ Termination Date ” means the date of the Purchaser’s Termination of Active Service.

      “ TPG ” means TPG BK Holdco LLC, a Delaware limited liability company and any of its Affiliates to whom Company Shares are Transferred after the effective date of the Sponsor Shareholders Agreement.

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      “ Transfer ” means any direct or indirect transfer, sale, exchange, assignment, pledge, hypothecation, gift, testamentary transfer or other encumbrance or other disposition of any interest, including the grant of an option or other right in respect of such interest, whether directly or indirectly, whether voluntarily, involuntarily or by operation of law; and “ Transferred ”, “ Transferee ” and “ Transferability ” shall each have a correlative meaning.

      “ Without Cause ” means the Purchaser’s Termination of Active Service by the member of the Company Group that employs the Purchaser other than any such termination by such member of the Company Group for Cause or due to the Purchaser’s death, Disability or Retirement.

      Section 1.2 Other Interpretive Provisions . (a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

      (b) The words “ hereof ”, “ herein ”, “ hereunder ” and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement; and any subsection and Section references are to this Agreement unless otherwise specified.

      (c) The term “ including ” is riot limiting and means “ including without limitation .”

      (d) The captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

      (e) Whenever the context requires, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms.

ARTICLE II

PURCHASE AND SALE OF SHARES

      Section 2.1 Purchase of Shares . Subject to all of the terms and conditions of this Agreement, the Purchaser hereby subscribes for and shall purchase, and the Company shall sell to the Purchaser, the Shares at a purchase price of $100.00 per Share, at the Closing provided for in Section 2.3 hereof. Notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation to sell any Shares to (i) any Person who is not an employee of the Company Group at the time that such Shares are to be sold or (ii) any Person who is a resident of a jurisdiction in which the sale of Shares to him would constitute a violation of the securities, “blue sky” or other laws of such jurisdiction.

      Section 2.2 Consideration . Subject to all of the terms and conditions of this Agreement, the Purchaser shall deliver to the Company at the Closing referred to in Section 2.3 hereof immediately available funds in an amount equal to the aggregate purchase price for the Shares set forth on the signature page hereof.

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      Section 2.3 Time and Place . Except as otherwise agreed by the Company and the Purchaser, the closing (the “ Closing ”) of the transaction contemplated by this Agreement shall be held at the offices of Burger King, 5505 Blue Lagoon Drive, Miami, Florida at 10:00 A.M. (eastern daylight time) on or about October 29, 2004.

      Section 2.4 Delivery by the Company . At the Closing, the Company shall deliver to the Purchaser a stock certificate registered in the Purchaser’s name and representing the Shares, which certificate shall bear the legend set forth in Section 3.8 and any other legend that the Company deems appropriate.

      Section 2.5 Delivery by the Purchaser . At the Closing, the Purchaser shall deliver to the Company the consideration referred to in Section 2.2 hereof.

ARTICLE III

REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS

      On the date hereof, the Purchaser hereby represents and warrants to the Company and acknowledges and agrees, as the case may be, as follows with respect to his subscription for and purchase of the Shares. As of the date of any subsequent subscription for and purchase or other acquisition of Company Shares, the Purchaser will be deemed to have repeated in its entirety each of the following representations, warranties, acknowledgements and agreement as if made at and as of that time with respect to such subsequent subscription, purchase or other acquisition of Company Shares.

      Section 3.1. Investment Intention . The Purchaser represents and warrants that he is acquiring the Shares solely for his own account for investment and not with a view to or for sale in connection with any distribution thereof. The Purchaser further represents and warrants that any Company Shares subsequently acquired by the Purchaser will be acquired by him solely for his own account and not with a view to or for sale in connection with any distribution of such Company Shares.

      Section 3.2 Securities Law Matters . The Purchaser acknowledges receipt of advice from the Company that (i) the Shares have not been (and any Company Shares subsequently acquired by the Purchaser are not expected to be) registered under the Securities Act or any state or foreign securities or “blue sky” laws, (ii) it is not anticipated that there will be any public market for the Company Shares, including the Shares, (iii) the Shares (and any Company Shares subsequently acquired by the Purchaser) must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Shares (and any such Company Shares) unless the Shares (or such Company Shares) are subsequently registered under the Securities Act and such state or foreign laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“ Rule 144 ”) is not presently available with respect to sales of securities of the Company and the Company has made no covenant to make Rule 144 available, (v) when and if the Shares (and any Company Shares subsequently acquired by the Purchaser) may be disposed of without registration in reliance upon Rule 144, such disposition can

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generally be made only in limited amounts in accordance with the terms and conditions of such Rule, (vi) the Company does not plan to file reports with the SEC or make information concerning the Company publicly available, (vii) if the exemption afforded by Rule 144 is not available, sales of the Shares (and any Company Shares subsequently acquired by the Purchaser) may be difficult to effect because of the absence of public information concerning the Company, (viii) a restrictive legend in the form set forth in Section 3.8 hereof shall be placed on the certificates representing the Shares (and any Company Shares subsequently acquired by the Purchaser) and (ix) a notation shall be made in the appropriate records of the Company indicating that the Shares (and any Company Shares subsequently acquired by the Purchaser) are subject to restrictions on transfer set forth in this Agreement and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Shares (and any Company Shares subsequently acquired by the Purchaser).

      Section 3.3 Compliance with Rule 144 . If any of the Shares (or any Company Shares subsequently acquired by the Purchaser) are to be disposed of in accordance with Rule 144, the Purchaser shall transmit to the Company an executed copy of Form 144 (if required by Rule 144) no later than the time such form is required to be transmitted to the SEC for filing and such other documentation as the Company may reasonably require to assure compliance with Rule 144 in connection with such disposition.

      Section 3.4 Ability To Bear Risk . The Purchaser represents and warrants that (i) the financial situation of the Purchaser is such that he can afford to bear the economic risk of holding the Shares (and any Company Shares subsequently acquired by the Purchaser) for an indefinite period and (ii) he can afford to suffer the complete loss of his investment in the Shares (and any Company Shares subsequently acquired by the Purchaser).

      Section 3.5 Access to Information . The Purchaser represents and warrants that (i) he has carefully reviewed the materials furnished to him in connection with the transaction contemplated hereby (or with respect to any subsequent acquisition of Company Shares by the Purchaser), (ii) be has been granted the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the terms and conditions of the purchase of the Shares (and any Company Shares subsequently acquired by the Purchaser) and to obtain any additional information that he deems necessary to verify the accuracy of the information contained in such materials and (iii) his knowledge and experience in financial and business matters is such that he is capable of evaluating the risks of an investment in the Shares (and any Company Shares subsequently acquired by the Purchaser).

      Section 3.6 Certain Restrictions on Transfer; Public Offerings; Compliance with Securities Laws .

      (a) The Purchaser acknowledges that he shall not be permitted to, and hereby agrees that he will not, Transfer any Shares (or any Company Shares subsequently acquired by the Purchaser) during the period 20 days prior to and the 180 days (or such

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longer period as the applicable underwriters may specify) following the effective date of any Registration Statement filed by the Company in connection with an underwritten public offering of any equity securities of the Company.

      (b) The Purchaser further understands, acknowledges and agrees that none of the Shares (and no Company Shares subsequently acquired by the Purchaser) may be Transferred unless (i) (A) such disposition is pursuant to an effective Registration Statement under the Securities Act, (B) the Purchaser shall have delivered to the Company an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that such disposition is exempt from the provisions of Section 5 of the Securities Act or (C) a no-action letter from the SEC, reasonably satisfactory to the Company, shall have been obtained with respect to such disposition, and (ii) unless such disposition is pursuant to registration under any applicable state securities laws or an exemption therefrom.

      Section 3.7 Section 83(b) Election . The Purchaser agrees that, within 20 days after his purchase of the Shares (and within 20 days after his purchase of any Company Shares subsequently acquired by the Purchaser), he shall, or shall affirmatively decide not to, make an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto, with respect to the Shares purchased (and any Company Shares subsequently acquired by the Purchaser) and shall give notice to the Company of such election or decision, and acknowledges that he will be solely responsible for any and all tax liabilities payable by him in connection with his purchase and receipt of the Shares (and an