Burger King 2009 Annual Report Download - page 203

extended by any notice period mandated under local law; the Committee shall have the exclusive discretion to determine when your
Separation from Service with the Company has occurred for purposes of the Individual Award.
In the event that a Change in Control occurs prior to the end of the Performance Period, then as of the effective date of such Change in
Control, the Company Performance Factor shall be deemed to be one, and you shall be deemed to have earned the number of RSUs equal to
the number of Restricted Stock Units comprising your Individual Award. In the event that, within twenty−four (24) months following the date of
such Change in Control, you experience a Separation from Service with the Company due to the Company’s termination of your employment
Without Cause (as defined below), upon such Separation from Service you will become vested in, and entitled to receive, the total number of
RSUs. Additionally, if you have an employment agreement with the Company or one of its Affiliates that defines the term “Good Reason”, then
in the event that a Change in Control occurs and, within twenty−four (24) months following the date of such Change in Control, you
experience a Separation from Service due to your resignation for Good Reason (as defined in the employment agreement), upon such
Separation from Service you will become vested in, and entitled to receive, the total number of RSUs.
In the event that there is a conflict between the terms of this Award Agreement regarding the effect of your Separation from Service with
the Company on your Award and the terms of any employment agreement or offer, promotion or confirmation letter with the Company or one
of its Affiliates (“Employment Agreement”), the terms of your Employment Agreement will govern.
For purposes of this Award Agreement, the following terms shall have the following meanings:
“Cause” means (i) a material breach by you of any of your obligations under any written agreement with the Company or any of its Affiliates,
(ii) a material violation by you of any of the Company’s policies, procedures, rules and regulations applicable to employees generally or to
employees at your grade level, including without limitation, the Burger King Companies’ Code of Business Ethics and Conduct, in each case,
as they may be amended from time to time in the Company’s sole discretion; (iii) the failure by you to reasonably and substantially perform
your duties to the Company or its Affiliates (other than as a result of physical or mental illness or injury); (iv) your willful misconduct or gross
negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or
any of its Affiliates; (v) your fraud or misappropriation of funds; or (vi) the commission by you of a felony or other serious crime involving moral
turpitude; provided that if you are a party to an Employment Agreement at the time of your termination of employment and such Employment
Agreement contains a different definition of “cause” (or any derivation thereof), the definition in such Employment Agreement will control for
purposes of this Award Agreement.