Burger King 2010 Annual Report Download - page 132

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EXHIBIT A
TERMS AND CONDITIONS OF THE
RESTRICTED STOCK UNIT AWARD
No Payment for Shares.
No payment is required for Shares that you receive under this Award.
Restricted Share Units.
Each RSU represents a right to receive one Share. To the extent dividends are paid on Shares while the RSUs remain outstanding, you shall receive an
amount in cash for each of your vested and unvested RSUs 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 RSUs.
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 in accordance with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated
thereunder (the “Code”), RSUs shall be settled as described in this section. The Company shall deliver to you Shares underlying those RSUs that vest in
accordance with this Award Agreement on the applicable Vesting Date. Notwithstanding the foregoing (or anything to the contrary in this Award
Agreement or the Plan), if (A) any of your RSUs vest upon your Separation from Service (as defined below) with the Company and (B) you are a Specified
Employee (as defined below) at the time of such Separation from Service, then delivery of any Shares in satisfaction of such RSUs shall, to the extent
required by Section 409A of the Code and the regulations promulgated thereunder, be made on the first business day immediately following the six−month
anniversary of such Separation from Service (or, if earlier, the date of your death). For purposes hereof, “Specified Employee” shall have meaning set forth
in Section 1.409A−1(i) of the regulations promulgated under Section 409A of the Code. You will have no rights of a shareholder with respect to the RSUs
such Shares have been delivered to you.
Termination.
Except as set forth below in this section, upon your “Separation from Service” (as defined below) for any reason, you will forfeit all of your RSUs that
are unvested at the time of your Separation from Service, without any consideration due to you.
A−2