Burger King 2013 Annual Report Download - page 185

The date of termination of your Service will not be extended by any notice period mandated under local law ( e.g., active employment would not include a
period of “garden leave” or similar period pursuant to local law). The Committee shall have the exclusive discretion to determine the date of termination of your
Service for purposes of this Option.
In the event that there is a conflict between the terms of this Award Agreement regarding the effect of a termination of your Service on this Option and the
terms of any Employment Agreement, the terms of your Employment Agreement will govern.
For purposes of this Award Agreement, the following terms shall have the following meanings:
“Cause” means (i) a material breach by you of any of your obligations under any written Consulting Agreement or employment agreement with the
Company or any of its Affiliates, (ii) a material violation by you of any of the policies, procedures, rules and regulations of the Company or any of its
Affiliates applicable to employees or other service providers generally or to employees or other service providers at your grade level; (iii) the failure by you to
reasonably and substantially perform your duties to the Company or its Affiliates (other than as a result of physical or mental illness or injury); (iv) your
willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the
Company or any of its Affiliates; (v) your fraud or misappropriation of funds; or (vi) the commission by you of a felony or other serious crime involving
moral turpitude; provided that if you are a party to a Consulting Agreement or an Employment Agreement at the time of termination of your Service or
termination of your services under the Consulting Agreement, as applicable, and such Consulting Agreement or Employment Agreement, as applicable,
contains a different definition of “cause” (or any derivation thereof), the definition in such Employment Agreement will control for purposes of this Award
Agreement.
If you are terminated Without Cause or if your employment is terminated as a result of your voluntary resignation 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, subject to anything
to the contrary that may be contained in your Employment Agreement at the time of termination of your Service, 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. Similarly, if your services under the
Consulting Agreement are terminated Without Cause and, within the twelve (12) month period subsequent to such termination, the Company or its Affiliate
which is a party to the Consulting Agreement determines that your services under the Consulting Agreement could have been terminated for Cause, subject to
anything to the contrary that may be contained in the Consulting Agreement, at the time of termination of your services under the Consulting Agreement, the
Consulting Agreement will, at the election of the Company or its Affiliate which is a party to the Consulting Agreement, be deemed to have been terminated for
Cause, effective as of the date of 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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