Burger King 2010 Annual Report Download - page 123

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EXHIBIT A
TERMS AND CONDITIONS OF THE
RESTRICTED STOCK AWARD
No Payment for Shares.
No payment is required for Restricted Stock that you receive under this Award.
Dividend Equivalents.
To the extent dividends are paid on Shares during the period from the Date of Grant, but prior to the settlement of the Restricted Stock, you shall receive
an amount in cash or shares (to be determined by the Company) for your vested and unvested Restricted Stock equal to the amount per share of the
dividend, but such amount of cash or shares shall not be paid out to you until settlement of the Restricted Stock.
Termination.
Except as set forth below in this section, upon a termination of your employment for any reason you will forfeit all of your Restricted Stock that is
unvested at the time of termination, regardless of whether they have been earned, without any consideration due to you.
In the event of involuntary termination of your employment (whether or not in breach of local labor laws), your right to receive Restricted Stock 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 Restricted Stock to this Award
Agreement 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 this Award.
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 the Company Without Cause (as defined below), all Restricted Stock that is unvested at the time of termination shall vest in full upon such
termination and be free of restrictions. 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), all Restricted Stock that is unvested at the time of
termination shall vest in full upon such termination. A−2