Burger King 2009 Annual Report Download - page 128

equity agreement with Executive then in place. Except as otherwise provided in the preceding sentence, following Executive’s Separation from Service with
the Company for any reason, all unvested Options and all unvested equity awards issued under the 2006 Plan (or other equity plan established by the
Company) shall be immediately cancelled and forfeited and all vested equity awards issued under the 2006 Plan (or other equity plan established by the
Company) will remain exercisable until the earlier of (1) the tenth anniversary of the grant date, (2) the first anniversary of the Date of Separation from
Service if Executive’s Separation from Service occurs for any reason other than termination by the Company for Cause, and (3) the date of Executive’s
Separation from Service for Cause. For purposes of this Agreement, the term “Change in Control” shall have the meaning ascribed to such term in the 2006
Plan.
Executive and the Company agree that the Restricted Stock Units Award Agreement between Executive and the Company, dated as of May 17, 2006 (the
“RSU Grant Agreement”), which provides for the grant to Executive of time−based vesting restricted stock units (the “RSUs”) under the 2006 Plan, is
hereby amended as set forth in this paragraph. Notwithstanding anything to the contrary in the RSU Grant Agreement or the 2006 Plan, the RSUs shall be
settled as follows: the Company shall deliver to Executive the number of Shares (as defined in the 2006 Plan) equal to the number of RSUs comprising
Executive’s Individual Award (as defined in the RSU Grant Agreement) on the Vesting Date (as defined in the RSU Grant Agreement), subject to
Executive’s continuous employment with the Company through such Vesting Date, provided that, in the event of Executive’s Separation from Service (as
defined herein) with the Company prior to the Vesting Date, (a) the vesting and/or forfeiture of all or any portion of Executive’s RSUs shall be governed by
the existing terms of the RSU Grant Agreement and (b) with respect to any RSUs that vest upon Executive’s Separation from Service with the Company,
the Company shall deliver to Executive Shares in settlement of such RSUs on the first business day immediately following the six (6) month anniversary of
the date of such Separation from Service (rather than on the Vesting Date).
(b) Annual Incentive Compensation. Executive shall be eligible to receive a target annual performance−based restricted stock and option grant (the
“Annual Equity Incentive”) equal to 400% of Executive’s Base Salary, in accordance with the terms and conditions of the 2006 Plan and any applicable
grant agreement. The grant date value of the Annual Equity Incentive may be greater or less than 400% of Base Salary depending upon the Company’s
performance as determined by the Compensation Committee of the Board with respect to the Annual Equity Incentive.
8. Employee Benefits.
(a) General. During the Employment Period, Executive will be eligible to participate in the employee and executive benefit plans and programs
maintained by the Company from time to time in which senior executives of the Company are eligible to participate, including to the extent maintained by
the Company, life, medical, dental, accidental and disability insurance plans and retirement, deferred compensation and savings plans, in accordance with
the terms and conditions thereof as in effect from time to time. The benefits referred to in this Section 8 shall be provided to Executive on a basis that is
commensurate with Executive’s position and duties with the Company and shall in no event be less than the current level provided to Executive or, if
greater, the level of benefits provided to any other senior executive of the Company.
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