Certain Additional Terms and Conditions. As a condition to (i) Executive’s purchase of any BKH Shares upon exercise of any of the Options and (ii) the delivery to Executive of any BKH Shares in settlement of vested Restricted Units (as defined in the Original Agreement), Executive shall be required to execute and deliver to BKH the Management Shareholders Agreement (as defined below). The Management Shareholders Agreement will provide, among other things, (A) that BKH Shares purchased or otherwise beneficially owned by Executive will not be transferable, except upon death or to certain limited permitted transferees for estate planning purposes, (B) for certain drag-along and tag-along rights and obligations of Executive in respect of all such BKH Shares, including a provision with respect to any Options that are not vested as of the date of a Change in Control (“Unvested COC Options”) that requires the purchaser on or as soon as practicable after the date Executive acquires BKH Shares (or successor shares) pursuant to the exercise of Unvested COC Options that become vested following the Change in Control to (1) in the case of a purchase for cash or cash equivalents of BKH Shares owned by the Sponsors (as defined in the Burger King Holdings, Inc. Equity Incentive Plan (the “Equity Incentive Plan”), agree to purchase such BKH Shares acquired by Executive pursuant to such exercise to the extent such shares would have been purchased on the Change in Control (or any subsequent sale by the Sponsors) pursuant to the tag along rights had such Options been vested on the applicable date of sale by the Sponsors for the same price and on the same terms received by the Sponsors for their BKH Shares and (2) in the event the Sponsors receive publicly-traded stock in exchange for their BKH Shares, agree to provide Executive shares (or the equivalent cash) with the same value as the shares received by the Sponsors measured as of the date of the Change in Control and on the same terms as Sponsors, (C) except as specifically provided herein, the right of BKH to repurchase or require Executive to transfer to a designated Person all or a portion of any such BKH Shares following any termination of Executive’s employment with the Company, (D) for certain lock-up restrictions in connection with any underwritten public offering of equity securities of BKH or any Affiliate and (E) that Executive make such representations and execute such documents as BKH determines are reasonably necessary or appropriate to comply with ap...
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