Burger King 2010 Annual Report Download - page 136
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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 RSUs 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 RSUs 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 RSUs were 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 may, upon a determination by the Committee,
offset such amount so owing against the amount of benefits otherwise distributable to you; provided that any such offset shall be made only in accordance
with (and to the extent permitted by) applicable law, including without limitation Section 409A of the Code and the regulations promulgated thereunder.
Acknowledgment of Nature of Award.
In accepting this grant of an Award, you acknowledge that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the
Company at any time, as provided in the Plan;
(b) the grant of an Award is voluntary and occasional and does not create any contractual or other right to receive future awards of RSUs, or benefits in
lieu RSUs even if RSUs have been awarded repeatedly in the past;
(c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company;
(d) your participation in the Plan is voluntary;
(e) this Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or to the
Employer and is outside the scope of your employment contract, if any;
(f) this Award is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculation of any severance,
resignation, A−6