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BURGER KING HOLDINGS, INC.
2006 OMNIBUS INCENTIVE PLAN
2006 RESTRICTED STOCK UNIT
AWARD
Unless defined in
this Restricted Stock Unit Award Agreement (this “ Award
Agreement ”), capitalized terms will have the same
meanings ascribed to them in the Burger King Holdings, Inc. 2006
Omnibus Incentive Plan (as it may be amended from time to time, the
“ Plan ”).
Pursuant to
Section 8 of the Plan, you have been granted Restricted Stock
Units (“ RSUs ”) on the following terms and
subject to the provisions of the Plan, which is incorporated herein
by reference. In the event of a conflict between the provisions of
the Plan and this Award Agreement, the provisions of the Plan will
govern.
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Participant:
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Total Number
of RSUs:
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Grant
Date:
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Vesting
Schedule:
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20% of the RSUs
will vest on each anniversary of the Grant Date, subject to your
remaining actively employed on each such vesting date and further
subject to the Section entitled “Termination” in
Exhibit A.
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By your signature
and the signature of the Company’s representative below, you
and the Company agree that this Award of RSUs is granted under and
governed by the terms and conditions of the Plan and the terms and
conditions set forth in the attached as Exhibit A
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BURGER KING
HOLDINGS, INC.
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______________________________
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By:
______________________________
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Date:
______________________________
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Title:
______________________________
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Date:
_________________________________
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TERMS AND CONDITIONS OF THE
2006 RESTRICTED STOCK UNIT AWARD
No payment is
required for Shares that you receive under this Award.
Each RSU
represents a right to receive one Share. To the extent dividends
are paid on Shares while the RSUs remain outstanding, you shall
receive an amount in cash for each of your vested and unvested RSUs
equal to the amount per share of the dividend.
Upon termination
of your employment for any reason (other than as set forth below),
you will forfeit all of your RSUs that are unvested at the time of
termination without any consideration due to you.
In the event of a
termination of employment due to your death or Disability (as such
term is defined in your employment agreement with Burger King
Corporation dated as of April 7, 2006 (your “Employment
Agreement”)), all RSUs that are unvested at the time of
termination shall vest in full upon such termination and be free of
restrictions.
In the event that
a Change in Control occurs and, within twenty-four months following
the date of such Change in Control, your employment is terminated
by the Company Without Cause (as such term is defined in your
Employment Agreement) or by you for Good Reason (as such term is
defined in your Employment Agreement), all RSUs that are unvested
at the time of termination shall vest in full upon such termination
and be free of restrictions.
In the event that
there is a conflict between the terms of this Award Agreement
regarding the effect of a termination of employment on your Award
and the terms of your Employment Agreement, the terms of your
Employment Agreement will govern.
Except to the
extent that you have made a timely election to defer the receipt of
Shares upon vesting of this Award pursuant to such rules as have
been established by the Committee, the Company shall deliver to you
Shares underlying those RSUs that vest in accordance with this
Award Agreement as soon as practicable following the relevant
vesting date. You will have no rights of a shareholder with respect
to the RSUs until such Shares have been delivered to
you.
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