Burger King 2009 Annual Report Download - page 205

withholding amount. If the Company or the Employer satisfies the obligation for Tax−Related Items by withholding a number of whole RSUs
as described herein, you will be deemed to have been issued the full number of RSUs subject to this Award, notwithstanding that a number of
the RSUs is held back solely for the purpose of paying the Tax−Related Items due as a result of the vesting and settlement of this Individual
Award. Finally, you will pay to the Company or the Employer any amount of Tax−Related Items that the Company or the Employer may be
required to withhold as a result of your participation in the Plan or your receipt of RSUs that cannot be satisfied by the means previously
described. The Company may refuse to honor the vesting and refuse to settle the RSUs if you fail to comply with your obligations in
connection with the Tax−Related Items as described in this section.
No Guarantee of Continued Service.
You acknowledge and agree that the performance, vesting and settlement of this Individual Award as provided herein is earned only by
continuing as an employee at the will of the Company (not through the act of being hired or being granted this Individual Award). You further
acknowledge and agree that this Award Agreement, the transactions contemplated hereunder and the performance, vesting and settlement
terms do not constitute an express or implied promise of continued employment for any period or at all and will not interfere in any way with
your right or the Company’s or any Affiliate’s right to dismiss you from employment at any time or for any reason not prohibited by law and will
not confer upon you any right to continue your employment for any specified period of time.
Termination for Cause; Restrictive Covenants.
In consideration for the grant of this Individual Award and for other good and valuable consideration, the sufficiency of which is
acknowledged by you, you agree as follows:
Upon (i) a termination of your employment for Cause, (ii) a retroactive termination of your employment for Cause as permitted herein or under
your Employment Agreement, (iii) a violation of any post−termination restrictive covenant (including, without limitation, non−disclosure,
non−competition and/or non−solicitation) contained in your Employment Agreement or (iv) a violation of any post−termination restrictive
covenant (including, without limitation, non−disclosure, non−competition and/or non−solicitation) contained in any separation or termination or
similar agreement you may enter into with the Company or one of its Affiliates in connection with your termination of employment, any RSUs
you then hold that have not been settled shall be immediately forfeited and the Company may require that you repay (with interest or
appreciation (if any), as applicable, determined up to the date payment is made), and you shall promptly repay (in cash or in Shares), to the
Company, the Fair Market Value of any Shares (including Shares withheld for taxes) received upon the settlement of RSUs during the period
beginning on the date that is one year before the date of your termination and ending on the first anniversary of the date of your termination.
The Fair Market Value of any such Shares shall be determined as of the date the RSUs were settled.