Burger King 2013 Annual Report Download - page 188

Termination for Cause; Restrictive Covenants.
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 or a termination of your services under the Consulting Agreement, as applicable, for Cause, (ii) a retroactive
termination of your Service or your services under the Consulting Agreement if applicable, for Cause as permitted herein or under your Employment
Agreement or the Consulting Agreement, as applicable, or (iii) a violation of any post-termination restrictive covenant (including, without limitation, non-
disclosure, non-competition and/or non-solicitation) contained in your Consulting Agreement or 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 or your services under the
Consulting Agreement, as applicable, 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.
Company’s Right of Offset.
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.
Acknowledgment of Nature of Award.
In accepting this Option, you understand, acknowledge and agree that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the
Company at any time, as provided in the Plan;
(b) the Option award is voluntary, occasional and discretionary and does not create any contractual or other right to receive future Option awards, or
benefits in lieu of Options even if Options have been awarded repeatedly in the past;
(c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company;
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Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar® Document Research℠
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