Burger King 2012 Annual Report Download - page 187

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.
 
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 otherwise expressly
provided in any other agreement binding you, the Company or the applicable Affiliate. The receipt of this Award is not intended to confer any rights on you
except as set forth in this Award Agreement.

In consideration for the grant of this Option and for other good and valuable consideration, the sufficiency of which is acknowledged by you, you agree
as follows:
Upon (i) a termination of your Service for Cause, (ii) a retroactive termination of your Service for Cause as permitted herein or under your Employment
Agreement, or (iii) a violation of any post-termination restrictive covenant (including, without limitation, non-disclosure, non-competition and/or non-
solicitation) contained in your Employment Agreement, any separation or termination or similar agreement you may enter into with the Company or one of its
Affiliates in connection with termination of your Service, any Options you hold that are then outstanding 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, to the
Company, the Fair Market Value (in cash or in Shares) of any Shares received upon the exercise of Options 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, minus the applicable exercise price. The Fair
Market Value of any such Shares shall be determined as of the date of exercise of such Option.

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, upon a determination by the Committee, and to the
extent permitted by applicable law and it would not cause a violation of Section 409A of the Code, may offset such amount so owing against the amount of
benefits otherwise distributable. Such determination shall be made by the Committee.
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Source: Burger King Worldwide, Inc., 10-K, February 22, 2013 Powered by Morningstar® Document Research℠
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