Burger King 2009 Annual Report Download - page 213

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.
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 Performance Shares acquired pursuant to such vesting 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