Burger King 2010 Annual Report Download - page 133

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For purposes of this Award Agreement, “Separation from Service” has the meaning given to such term in Section 1.409A−1(h) of the regulations
promulgated under Section 409A of the Code. The determination of whether and when your Separation from Service occurs for the purpose of determining
when any amount that constitutes “nonqualified deferred compensation” subject to Section 409A of the Code becomes due and payable shall be made in a
manner consistent with, and based on the presumptions set forth in, Section 1.409A−1(h) of the regulations promulgated under Section 409 of the Code.
Solely for purposes of the determination referred to in the preceding sentence, “Company” shall include all persons with whom the Company would be
considered a single employer under Sections 414(b) and 414(c) of the Code.
In the event of your involuntary Separation from Service with the Company (whether or not in breach of local labor laws), your right to receive RSUs
and vest under the Plan, if any, will terminate effective as of the date of your Separation from Service and will not be extended by any notice period
mandated under local law (e.g., your employment will not be considered to include a period of “garden leave” or similar period pursuant to local law);
furthermore, in the event your involuntary Separation from Service with the Company (whether or not in breach of local labor laws), your right to receive
RSUs under this Award Agreement after such Separation from Service, if any, will be measured by the date of such Separation from Service and will not be
extended by any notice period mandated under local law; the Committee shall have the exclusive discretion to determine when your Separation from
Service with the Company has occurred for purposes of the Award
In the event that a Change in Control occurs and, within twenty−four (24) months following the date of such Change in Control, you experience a
Separation from Service with the Company due to the Company’s termination of your employment Without Cause (as defined below), upon such Separation
from Service you will become vested in, and entitled to receive, the RSUs. 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 (24) months following the date
of such Change in Control, you experience a Separation from Service due to your resignation for Good Reason (as defined in the employment agreement),
upon such Separation from Service you will become vested in, and entitled to receive, the RSUs.
In the event that there is a conflict between the terms of this Award Agreement regarding the effect of your Separation from Service with the Company 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 A−3