Burger King 2012 Annual Report Download - page 164

Employment Agreement at the time of termination of your Service and such Employment Agreement contains a different definition of “without cause” (or any
derivation thereof), the definition in such Employment Agreement will control for purposes of this Award Agreement. Notwithstanding the foregoing, if you are
a party to an Employment Agreement at the time of termination of your Service and such Employment Agreement provides that a termination of your Service
by you for “Good Reason” constitutes termination of your Service “Without Cause”, such termination for Good Reason shall not constitute termination
Without Cause for purposes of the acceleration of your Options following a Change in Control.
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Regardless of any action the Company or your Employer takes with respect to any or all income tax, social security or insurance, payroll tax, payment
on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and
remains your responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-
Related Items in connection with any aspect of the Option grant, including the grant, vesting or exercise of this Option, the subsequent sale of Shares acquired
pursuant to such exercise and the receipt of any dividends; and (2) do not commit to structure the terms of the grant or any aspect of this Option to reduce or
eliminate your liability for Tax-Related Items.
Prior to exercise of this Option, you will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related
Items. 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. Alternatively, or in addition, if permissible
under local law, the Company may in its sole and absolute discretion (1) sell or arrange for the sale of Shares that you acquire to meet the obligation for Tax-
Related Items, and/or (2) withhold the amount of Shares necessary to satisfy the minimum withholding amount. 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
purchase of Shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the Shares
if you fail to comply with your obligations in connection with the Tax-Related Items as described in this section.
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You acknowledge and agree that the vesting of this Option on the Vesting Date is earned only by performing continuing Service (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 Date shall not be construed as giving you the right to be retained in the employ of, or to continue to provide Service to, the Company or any Affiliate.
Further, the Company or the applicable Affiliate may at any time dismiss you, free from any liability, or any claim under the Plan, unless
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Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar® Document Research℠
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