Burger King 2010 Annual Report Download - page 135

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RSUs including the grant or vesting of the RSUs, 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 RSUs to reduce or eliminate your liability for Tax−Related Items.
Prior to settlement of the RSUs, 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 Shares issued upon settlement of the RSUs. Alternatively, or in addition, if permissible under local law, the Company may
(1) sell or arrange for the sale of Shares that you acquire to meet the withholding obligation for Tax−Related Items, and/or (2) withhold in RSUs, provided
that the Company only withholds the amount of RSUs 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 RSUs as described herein, you will be deemed to have been issued the full number of
RSUs subject to this Award, notwithstanding that a number of the RSUs is held back solely for the purpose of paying the Tax−Related Items due as a result
of the vesting and settlement of the RSUs. 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 RSUs that cannot be satisfied by the means previously
described. The Company may refuse to honor the vesting and refuse to settle the RSUs 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
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