Burger King 2010 Annual Report Download - page 124

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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 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 due to your death or Disability
(as defined above) ; A−3