Burger King 2009 Annual Report Download - page 202

made on the first business day immediately following the six−month anniversary of such Separation from Service (or, if earlier, the date of
your death). For purposes hereof, “Specified Employee” shall have meaning set forth in Section 1.409A−1(i) of the regulations promulgated
under Section 409A of the Code. You will have no rights of a shareholder with respect to the RSUs until the Shares represented by the RSUs
have been delivered to you.
Termination.
Except as set forth below in this section, upon your “Separation from Service” (as defined below) for any reason, you will forfeit all of your
Performance Awards that are unvested at the time of your Separation from Service, regardless of whether they have been earned, without
any consideration due to you. With respect to any RSUs that vest pursuant to this “Termination” section, the “Vesting Date” shall be the date
of the relevant Separation from Service.
For purposes of this Award Agreement, “Separation from Service” has the meaning given to such term in Section 1.409A−1(h) of the
regulations promulgated under Section 409A of the Code. The determination of whether and when your Separation from Service occurs for
the purpose of determining when any amount that constitutes “nonqualified deferred compensation” subject to Section 409A of the Code
becomes due and payable shall be made in a manner consistent with, and based on the presumptions set forth in, Section 1.409A−1(h) of the
regulations promulgated under Section 409 of the Code. Solely for purposes of the determination referred to in the preceding sentence,
“Company” shall include all persons with whom the Company would be considered a single employer under Sections 414(b) and 414(c) of the
Code.
In the case of RSUs that have a cliff vesting schedule, if you experience a Separation from Service with the Company after the one−year
anniversary of the Date of Grant, but prior to the Vesting Date, by reason of death or Disability, you will become vested, on the date of such
Separation from Service, in the number of RSUs that you would have been entitled to on the Grant Date anniversary immediately preceding
the termination date if the vesting schedule had been in equal annual installments over the vesting period. For example, if the earned RSUs
under this Award equal 400 Shares, the cliff vesting period is four years, and you experience a Separation from Service with the Company in
month 30 after the Date of Grant due to Disability, you will become immediately vested in 200 RSUs.
Further, in the event of your involuntary Separation from Service with the Company (whether or not in breach of local labor laws), your right
to receive RSUs and vest under the Plan, if any, will terminate effective as of the date of your Separation from Service and will not be
extended by any notice period mandated under local law (e.g., your employment will not be considered to include a period of “garden leave”
or similar period pursuant to local law); furthermore, in the event your involuntary Separation from Service with the Company (whether or not
in breach of local labor laws), your right to receive RSUs pursuant to the Individual Award after such Separation from Service, if any, will be
measured by the date of such Separation from Service and will not be