BURGER KING HOLDINGS, INC.
2006 OMNIBUS INCENTIVE PLAN
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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[ ]% 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
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 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 defined below), 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 any employment agreement or offer, promotion or
confirmation letter with the Company or one of its Affiliates
(“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 agreement with the Company or any of its Affiliates,
(ii) a material violation by you of any of the Company’s
policies, procedures, rules and regulations applicable to employees
generally or to employees at your grade level, including without
limitation, the Burger King Companies’ Code of Business
Ethics and Conduct, in each case, as they may be amended from time
to time in the Company’s sole discretion; (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
A-2
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 an
Employment Agreement at the time of your termination of employment
and such Employment Agreement 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 and, within the twelve (12) month
period subsequent to such termination of employment, the Company
determines that your employment could have been terminated for
Cause, subject to anything to the contrary that may be contained in
your Employment Agreement at the time of your termination of
employment, your employment 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.
“
Disability ” means (i) a physical or mental
condition entitling you to benefits under the long-term disability
policy of the Company covering you or (2) in the absence of
any such plan, a physical or mental condition rendering you unable
to perform his 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 your
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