Burger King 2009 Annual Report Download - page 153

such term is defined below), in particular, trade secrets, proprietary information, customer lists, and other valuable business information of the
Company pertaining or related to the quick service restaurant business. Executive agrees that Executive could cause grave harm to the
Company if he, among other things, worked for the Company’s competitors, solicited the Company’s employees away from the Company or
solicited the Company’s franchisees upon the termination of Executive’s employment with the Company or misappropriated or divulged the
Company’s Confidential Information, and that as such, the Company has legitimate business interests in protecting its good will and
Confidential Information, and, as such, these legitimate business interests justify the following restrictive covenants:
(a) Confidentiality.
(i) Executive acknowledges and agrees that the terms of this Agreement, including all addendums and attachments hereto, are
confidential. Except as required by law or the requirements of any stock exchange, Executive agrees not to disclose any information
contained in this Agreement to anyone, other than to Executive’s lawyer, financial advisor or immediate family members. If Executive
discloses any information contained in this Agreement to his lawyer, financial advisor or immediate family members as permitted herein,
Executive agrees to immediately tell each such individual that he or she must abide by the confidentiality restrictions contained herein and
keep such information confidential as well.
(ii) Executive agrees that during his employment with the Company and thereafter, Executive will not, directly or indirectly (A) disclose
any Confidential Information to any Person (other than, only with respect to the period that Executive is employed by the Company, to an
employee or outside advisor of the Company who requires such information to perform his or her duties for the Company), or (B) use any
Confidential Information for Executive’s own benefit or the benefit of any third party. “Confidential Information” means confidential, proprietary
or commercially sensitive information relating to (Y) the Company or its Affiliates, or members of their respective management or boards or
(Z) any third parties who do business with the Company or its Affiliates, including franchisees and suppliers. Confidential Information includes,
without limitation, marketing plans, business plans, financial information and records, operation methods, personnel information, drawings,
designs, information regarding product development, other commercial or business information and any other information not available to the
public generally. The foregoing obligation shall not apply to any Confidential Information that has been previously disclosed to the public or is
in the public domain (other than by reason of a breach of Executive’s obligations to hold such Confidential Information confidential). If
Executive is required or requested by a court or governmental agency to disclose Confidential Information, Executive must notify the General
Counsel of the Company of such disclosure obligation or request no later than three (3) business days after Executive learns of such
obligation or request, and permit the Company to take all lawful steps it deems appropriate to prevent or limit the required disclosure.
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