Burger King 2009 Annual Report Download - page 212

reason of death or Disability, you will become vested, on the date of termination, in the number of Performance Shares that you would have
been entitled to on the Grant Date anniversary immediately preceding the termination date, as if the vesting schedule had been in equal
annual installments over the vesting period. For example, if the earned Performance Shares under this Award equal 400 Shares, the cliff
vesting period is four years, and your employment terminates in month 30 after the Date of Grant due to Disability, you will become
immediately vested in 200 Shares.
Further, in the event of involuntary termination of your employment (whether or not in breach of local labor laws), your right to receive
Performance Shares and vest under the Plan, if any, will terminate effective as of the date that you are no longer actively employed and will
not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or
similar period pursuant to local law); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor
laws), your right to receive Performance Shares pursuant to the Individual Award after termination of employment, if any, will be measured by
the date of termination of your active employment and will not be extended by any notice period mandated under local law; the Committee
shall have the exclusive discretion to determine when you are no longer actively employed 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 Performance
Shares equal to the number of shares comprising your Individual Award. In the event that, within twenty−four months following the date of
such Change in Control, your employment is terminated by the Company Without Cause (as defined below), upon such termination you will
become vested in, and entitled to receive, the total number of Performance Shares. 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 months following the date of such Change in Control, your employment is terminated by you for Good Reason (as defined in the
employment agreement), upon such termination you will become vested in, and entitled to receive, the total number of Performance Shares.
In the event that there is a conflict between the terms of this Award Agreement regarding the effect of a termination of employment 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