Burger King 2013 Annual Report Download - page 135


The following provisions supplement the entire Award Agreement, generally:
If you are located outside the U.S., in no event will any aspect of the RSUs be determined in accordance with any Service contract. The terms and conditions
of the RSUs will be solely determined in accordance with the provisions of the Plan and the Award Agreement, including this Exhibit B, which supersede and
replace any prior agreement, either written or verbal (including your Service agreement, if applicable) in relation to the RSUs.

The Termination for Cause; Restrictive Covenants section of the Award Agreement shall only be enforced, to the extent deemed permissible under applicable
local law, as determined in the sole discretion of the Committee.

The following provisions supplement the Taxes section of the Award Agreement:
Regardless of any action the Company or any Affiliate takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other
tax related items related to your participation in the Plan and legally applicable to you, (“Tax-Related Items”), you acknowledge that the ultimate liability for all
Tax-Related Items is and remains your responsibility and may exceed any amount actually withheld by the Company or any Affiliate. You further
acknowledge that the Company and/or any Affiliate (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection
with any aspect of the RSUs, including, but not limited to, the grant, vesting or settlement of the RSUs, the subsequent sale of Shares acquired pursuant to
such settlement and the receipt of any dividends or Dividend Equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the
grant or any aspect of the RSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you have become
subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, you
acknowledge that the Company and/or any Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
Prior to the relevant taxable or tax withholding event, as applicable, you will pay or make adequate arrangements satisfactory to the Company and/or any
Affiliate to satisfy all Tax-Related Items. In this regard, you authorize the Company and/or any Affiliate, or their respective agents, at their discretion, to
satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:
(a) withholding from cash compensation paid to you by the Company; or
(b) withholding from proceeds of the sale of Shares acquired at settlement of the RSUs either through a voluntary sale or through a mandatory sale
arranged by the Company (on your behalf pursuant to this authorization);
A-9
Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar® Document Research℠
The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this
information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.