Burger King 2013 Annual Report Download - page 163

“Consulting Agreement” means a written consulting, service or similar agreement entered into by and between the Company or any of its Affiliates and
you or any Person owned or controlled by you, for your continued provision of services to the Company or any of its Affiliates, as applicable, following any
termination of your Service between January 1, 2014 and the Vesting Date, such consulting or similar agreement to be entered into on or before the date of
termination of your Service.
“Disability” means (i) a physical or mental condition entitling you to benefits under the long-term disability policy of the Company covering you or
(ii) in the absence of any such policy, a physical or mental condition rendering you unable to perform your duties for the Company or any of its Affiliates for
a period of six (6) consecutive months or longer; 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 “disability” (or any derivation thereof), the definition in such Employment Agreement will
control for purposes of this Award Agreement.
“Option Shares” means the Shares underlying this Option.
“Option Vesting Date” means December 31, 2016 or such earlier vesting as may be provided in this Award Agreement.
“Retirement” means a termination of Service by you on or after the later of (i) your 55 th birthday and (ii) your completion of five years of Service with
the Company or its Affiliates.
“Without Cause” means (i) 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; and
(ii) a termination of your services under the Consulting Agreement by the Company or its Affiliate other than any such termination for Cause or due to your
death or Disability. 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.
Forfeiture of Unvested Option Shares upon the Transfer of Related Shares.
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.
A-5
Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar® Document Research℠
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