Burger King 2012 Annual Report Download - page 118

Table of Contents
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On February 2, 2011, the Board of Directors of Burger King Worldwide Holdings, Inc. (“Worldwide”) approved and adopted the Burger King
Worldwide Holdings, Inc. 2011 Omnibus Incentive Plan (the “2011 Omnibus Plan”). The 2011 Omnibus Plan generally provides for the grant of awards to
employees, directors, consultants and other persons who provide services to Worldwide and its subsidiaries, with respect to an aggregate of 6,650 shares
(6,650,000 millishares or .001 of one full share) of common stock of Worldwide.
All stock options and restricted stock units (RSUs) under the 2011 Omnibus Plan outstanding on June 20, 2012 were assumed by the Company and
converted into stock options to acquire common stock of the Company (the “Common Stock”) and RSUs of the Company, and the Company assumed all of
the obligations of Worldwide under the 2011 Omnibus Plan. The conversion rate for the stock options was 3.355508 (i.e. a stock option to acquire a
millishare of Worldwide at an exercise price of $11.89 per millishare or $13.34 per millishare of Worldwide common stock was converted to a stock option to
acquire 3.355508 shares of Common Stock at an exercise price of $3.54 or $3.97 per share of Common Stock, respectively). The conversion ratio for the
RSUs was 3.479129 (an RSU to receive one millishare of Worldwide common stock was converted to an RSU to receive 3.479129 shares of Common
Stock).
On June 20, 2012, our Board of Directors adopted the Burger King Worldwide, Inc. 2012 Omnibus Incentive Plan (the “2012 Omnibus Plan”). The
2012 Omnibus Plan generally provides for the grant of awards to employees, directors and other persons who provide services to the Company and its
subsidiaries, with respect to an aggregate of 8,500,000 shares of Common Stock. The Board also froze the 2011 Omnibus Plan, and all future grants will be
made under the 2012 Omnibus Plan.
Our plans permit the grant of several types of awards with respect to the Common Stock, including stock options, restricted stock units, restricted
stock and performance shares. Stock options generally cliff vest five years from the original grant date, provided the employee is continuously employed by
BKC or one of its subsidiaries, and the options expire ten years following the grant date. Additionally, if the Company terminates the employment of an option
holder without cause prior to the vesting date, or if the employee dies, retires or becomes disabled, the employee will become vested in the number of options as
if the options vested 20% of each anniversary of the grant date. If there is an event such as a return of capital or dividend that is determined to be dilutive, the
exercise price of the awards may be adjusted accordingly.
We recorded $12.2 million of share-based compensation expense in selling, general and administrative expenses during 2012, $1.2 million during 2011
and $30.4 million for the period of October 19, 2010 to December 31, 2010. As a result of the 2010 Acquisition, the Predecessor’s unvested share-based
compensation awards were accelerated to vest and, together with previously vested awards, were cancelled and settled in cash using the $24.00 purchase price
per share of common stock paid by 3G in the 2010 Acquisition.
During 2012, a total of 205,431 RSUs were granted to non-employee members of our Board of Directors in lieu of a cash retainer. The RSU grants were
fully vested on the grant date. All RSUs will settle and shares of Common Stock will be issued upon termination of service by the board member.
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Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar® Document Research℠
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