Burger King 2009 Annual Report Download - page 204

If you are terminated Without Cause and, within the twelve (12) month period subsequent to such termination of employment, the Company
determines that your employment could have been terminated for Cause, subject to anything to the contrary that may be contained in your
Employment Agreement at the time of your termination of employment, your employment will, at the election of the Company, be deemed to
have been terminated for Cause, effective as of the date the events giving rise to Cause occurred.
“Disability” means (i) a physical or mental condition entitling you to benefits under the long−term disability policy of the Company covering
you or (2) in the absence of any such plan, a physical or mental condition rendering you unable to perform your duties for the Company or any
of its Affiliates for a period of six (6) consecutive months or longer; 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 “disability” (or any derivation thereof), the
definition in such Employment Agreement will control for purposes of this Award Agreement.
“Without Cause” means a termination of your employment other than by the Company for Cause, by you for any reason, or by reason of your
death or Disability (as defined above) ; 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 “without cause” (or any derivation thereof), the definition in
such Employment Agreement will control for purposes of this Award Agreement.
Taxes.
Regardless of any action the Company or your employer (the “Employer”) takes with respect to any or all income tax, social insurance,
payroll tax, payment on account or other tax−related withholding (“Tax−Related Items”), you acknowledge that the ultimate liability for all
Tax−Related Items legally due by you is and remains your responsibility and that the Company and/or the Employer (1) make no
representations or undertakings regarding the treatment of any Tax−Related Items in connection with any aspect of the Individual Award,
including the grant or vesting of the Individual Award, the subsequent sale of Shares acquired pursuant to such vesting and settlement and
the receipt of any dividends; and (2) do not commit to structure the terms of the grant or any aspect of the Individual Award to reduce or
eliminate your liability for Tax−Related Items.
Prior to settlement of the Individual Award, you will pay or make adequate arrangements satisfactory to the Company and/or the Employer
to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, you authorize the Company
and/or the Employer to withhold all applicable Tax−Related Items legally payable by you from your wages or other cash compensation paid to
you by the Company and/or the Employer or from proceeds of the sale of Shares issued upon settlement of the RSUs. Alternatively, or in
addition, if permissible under local law, the Company may (1) sell or arrange for the sale of Shares that you acquire to meet the withholding
obligation for Tax−Related Items, and/or (2) withhold in RSUs, provided that the Company only withholds the amount of RSUs necessary to
satisfy the minimum