Burger King 2012 Annual Report Download - page 186

“” 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 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.

If you Transfer (other than pursuant to the laws of descent) any of the Related Shares before the Option Vesting Date, you will immediately forfeit the
number of Option Shares equal to the product of (i) the total number of Option Shares and (ii) a fraction, (A) the numerator of which is the aggregate number
of Related Shares Transferred and (B) the denominator of which is the aggregate number of Related Shares originally purchased.

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
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Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar® Document Research℠
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