Burger King 2013 Annual Report Download - page 129

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You acknowledge and agree that this Award Agreement, the transactions contemplated hereunder and the settlement terms shall not be construed as giving
you the right 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.
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In consideration for the grant of this Award 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, or (ii) a violation of any post-termination restrictive covenant (including, without limitation, non-
disclosure, non-competition and/or non-solicitation) contained in any separation or termination or similar agreement you may enter into with the Company in
connection with termination of your Service, any RSUs you then hold that have not been settled 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 (in cash or in
Shares), to the Company, the Fair Market Value of any Shares (including Shares withheld for taxes) received upon the settlement of RSUs during the period
beginning on the date that is one year before the date your Service terminates and ending on the first anniversary of the date your Service terminates. The Fair
Market Value of any such Shares shall be determined as of the Settlement Date.
For purposes of this Award Agreement, the following terms shall have the following meanings:
“Cause” means your (i) gross negligence or willful misconduct in connection with your duties as a member of the Board or refusal, after demand, to
substantially perform such duties, (ii) material violation of the Company’s policies, procedures, rules and regulations, including, without limitation, the
Board of Director Code of Conduct and the Burger King Companies’ Code of Business Ethics and Conduct, in each case, as they may be amended from time
to time in the Company’s sole discretion; (iii) dishonesty, fraud, embezzlement, misappropriation of funds or theft, or (iv) commission of a felony or other
serious crime involving moral turpitude.
If your Service terminates for any reason other than for Cause (as defined above) 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, 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.
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Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar® Document Research℠
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