Burger King 2009 Annual Report Download - page 201
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EXHIBIT A
TERMS AND CONDITIONS OF THE
PERFORMANCE AWARD
No Payment for Shares.
No payment is required for RSUs that you receive under this Award.
Nature of Award.
The Individual Award represents the opportunity to receive the number of RSUs earned as provided for below under “Determination of
Number of RSUs Earned,” subject to the sections below entitled “Settlement of RSUs” and “Termination”. To the extent dividends are paid on
Shares during the period from the Date of Grant, but prior to the settlement of the RSUs, you shall receive an amount in cash or shares (to be
determined by the Company) for each of your vested and unvested RSUs equal to the amount per share of the dividend, but such amount of
cash or shares shall not be paid out to you until settlement of the RSUs.
Determination of Number of RSUs Earned.
The number of “RSUs” earned as of the end of a Performance Period, if any, shall be determined as follows:
[# of RSUs = Company Performance Factor x Individual Award]
The “Company Performance Factor” shall be determined by the Committee in its sole discretion on or before [date that is 90 days following
beginning of performance period (or, if earlier, 1/4 of the way through performance period)] based on: Profit before Taxes.
Settlement of RSUs.
Except to the extent that you have made a timely election to defer the receipt of Shares upon vesting of this Award pursuant to such rules
as have been established by the Committee in accordance with Section 409A of the Internal Revenue Code of 1986, as amended, and the
regulations promulgated thereunder (the “Code”), RSUs shall be settled as described in this section. The Company shall deliver to you that
number of Shares equal to the number of RSUs earned pursuant to this Award Agreement (whether earned as of the end of the Performance
Period pursuant to the section entitled “Determination of Number of RSUs Earned” above or pursuant to the section entitled “Termination”
below) on the applicable Vesting Date. Notwithstanding the foregoing (or anything to the contrary in this Award Agreement or the Plan), if
(A) any of your RSUs vest upon your Separation from Service (as defined below) with the Company and (B) you are a Specified Employee
(as defined below) at the time of such Separation from Service, then delivery of any Shares in satisfaction of such RSUs shall, to the extent
required by Section 409A of the Code and the regulations promulgated thereunder, be