Burger King 2010 Annual Report Download - page 126

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vesting and refuse to deliver the Restricted Stock 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 vesting of this Award as provided in this Award Agreement 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 Award). You further acknowledge and agree that this Award Agreement, the
transactions contemplated hereunder and the 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 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 Restricted Stock 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 Value of any Shares (including Shares withheld for
taxes) received upon the settlement of Restricted Stock during the period beginning on the date that is one year before the date of your termination and
ending on the first anniversary of the date of your termination. The Fair Market Value of any such Shares shall be determined as of the date the Restricted
Stock was settled.
Company’s Right of Offset
If you become entitled to a distribution of benefits under this Award, and if at such time you have any outstanding debt, obligation, or other liability
representing an amount owing to the Company or any of its Affiliates, then the Company or its Affiliates, upon a determination by the Committee, and to
the extent permitted by applicable law, may offset such amount so owing against the amount of benefits otherwise distributable. Such determination shall be
made by the Committee. A−5