Burger King 2009 Annual Report Download - page 214

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 Performance Shares. Alternatively, or in addition, if permissible under local law, the Company may
(1) sell or arrange for the sale of Performance Shares that you acquire to meet the withholding obligation for Tax−Related Items, and/or
(2) withhold in Performance Shares, provided that the Company only withholds the amount of Performance Shares necessary to satisfy the
minimum withholding amount. If the Company or the Employer satisfies the obligation for Tax−Related Items by withholding a number of
whole Performance Shares as described herein, you will be deemed to have been issued the full number of Performance Shares subject to
this Award, notwithstanding that a number of the Performance Shares is held back solely for the purpose of paying the Tax−Related Items
due as a result of the vesting 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 Performance
Shares that cannot be satisfied by the means previously described. The Company may refuse to honor the vesting and refuse to deliver the
Performance Shares 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 for 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
Performance Shares 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