Burger King 2010 Annual Report Download - page 125

Download and view the complete annual report

Please find page 125 of the 2010 Burger King annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 146

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146

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.
Settlement.
Except to the extent that you have made a timely election to defer the receipt of Shares upon vesting of this Award pursuant to such rules as have been
established by the Committee, the Company shall deliver to you Shares underlying the vested portion of the Restricted Stock that vest in accordance with
this Award Agreement as soon as practicable following the relevant vesting date. You will have no rights of a shareholder with respect to the Restricted
Stock until such Shares have been delivered to you.
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 Restricted Stock, including the grant or vesting of the Restricted Stock, the
subsequent sale of 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 Restricted Stock to reduce or eliminate your liability for Tax−Related Items.
Prior to settlement of the Restricted Stock, you will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all
withholding and payment on 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 Restricted Stock. Alternatively, or in addition, if permissible under local law, the Company may (1) sell or arrange
for the sale of Restricted Stock that you acquire to meet the withholding obligation for Tax−Related Items, and/or (2) withhold in Restricted Stock, provided
that the Company only withholds the amount of Restricted Stock 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 Restricted Stock as described herein, you will be deemed to have been
issued the full number of Restricted Stock subject to this Award, notwithstanding that a number of the Restricted Stock is held back solely for the purpose of
paying the Tax−Related Items due as a result of the vesting of the Restricted Stock. 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 Restricted
Stock that cannot be satisfied by the means previously described. The Company may refuse to honor the
A−4