Burger King 2012 Annual Report Download - page 163

In the event that there is a conflict between the terms of this Award Agreement regarding the effect of a termination of your Service on this Option and the
terms of any Employment Agreement, the terms of your Employment Agreement will govern.
For purposes of this Award Agreement, the following terms shall have the following meanings:
“” means (i) a material breach by you of any of your obligations under any written employment agreement with the Company or any of its
Affiliates, (ii) a material violation by you of any of the policies, procedures, rules and regulations of the Company or any of its Affiliates applicable to
employees or other service providers generally or to employees or other service providers at your grade level; (iii) the failure by you to reasonably and
substantially perform your duties to the Company or its Affiliates (other than as a result of physical or mental illness or injury); (iv) your willful misconduct
or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its
Affiliates; (v) your fraud or misappropriation of funds; or (vi) the commission by you of a felony or other serious crime involving moral turpitude; provided
that if you are a party to an Employment Agreement at the time of termination of your Service and such Employment Agreement contains a different definition
of “cause” (or any derivation thereof), the definition in such Employment Agreement will control for purposes of this Award Agreement.
If you are terminated Without Cause and, within the twelve (12) month period subsequent to such termination of your Service, the Company determines
that your Service could have been terminated for Cause, subject to anything to the contrary that may be contained in your Employment Agreement at the time
of termination of your Service, your Service will, at the election of the Company, be deemed to have been terminated for Cause, effective as of the date the
events giving rise to Cause occurred.
“” means (i) a physical or mental condition entitling you to benefits under the long-term disability policy of the Company covering you or
(ii) in the absence of any such policy, a physical or mental condition rendering you unable to perform your duties for the Company or any of its Affiliates for
a period of six (6) consecutive months or longer; provided that if you are a party to an Employment Agreement at the time of termination of your Service and
such Employment Agreement contains a different definition of “disability” (or any derivation thereof), the definition in such Employment Agreement will
control for purposes of this Award Agreement.
“” means a termination of Service by you on or after the later of (i) your 55 birthday and (ii) your completion of five years of Service with
the Company or its Affiliates.
“” means a termination of your Service by you for “Good Reason”, if you have an Employment Agreement that defines the term “Good
Reason”, or by your employer (the “Employer”) other than any such termination by your Employer for Cause or due to your death or Disability; provided
that if you are a party to an
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Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar® Document Research℠
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