Forfeiture. Except as otherwise provided in Section 3, if the Participant ceases to be employed prior to the end of the Restricted Period, the Participant will immediately forfeit any Restricted Stock Units remaining unvested as of the date of the Participant’s termination, and the Participant will not be entitled to any payment with respect to such Restricted Stock Units. In addition, notwithstanding Section 3 or any provision of the Plan or these Award Terms to the contrary, the Participant will forfeit any Restricted Stock Units (including any vested portion) immediately and without notice upon # the termination of the Participant’s employment for Cause, or # the Participant’s breach of any confidentiality agreement or similar agreement pertaining to the confidentiality and nondisclosure of proprietary information, including but not limited to trade secrets, of the Company or any Related Company.

Forfeiture. Except as otherwise provided in Section 3, if the Participant ceases to be employed prior to the end of the Restricted Period, the Participant will immediately forfeit any Restricted Stock Units remaining unvested as of the date of the Participant’s termination, and the Participant will not be entitled to any payment with respect to such Restricted Stock Units. In addition, notwithstanding Section 3 orNotwithstanding any provision of the Plan or these Award Terms to the contrary, the Participant will forfeit any Restricted Stock Units (including any vested portion) immediately and without notice upon # the termination of the Participant’s employment for Cause, or # the Participant’s breach of any confidentiality agreement or similar agreement pertaining to the confidentiality and nondisclosure of proprietary information, including but not limited to trade secrets, of the Company or any Related Company, or # the Participant’s commission of any act of malfeasance or wrongdoing affecting the Company or any Related Company. Furthermore, and notwithstanding Section 3, if subsequent to the Participant’s termination of employment with the Company or any Related Company (other than due to a termination following a Change in Control without Cause or for Good Reason, if applicable), and within one year following such date the Participant becomes employed by, consults with, and/or participates as an officer, director, employee, independent contractor, adviser, consultant, partner, principal, or shareholder (with more than five percent (5%) equity) with any entity which owns and/or operates (either directly or indirectly) or is engaged, or planning to be engaged (either directly or indirectly) in the ownership and/or operation of any of the “Competitive Restaurants” listed below or any successor thereto, then the Participant’s Award (including any vested portion) will be immediately forfeited and, to the extent Stock or other applicable consideration has been issued to the Participant in settlement of the Award, to the extent permissible under applicable law, the Participant shall be required to immediately return such consideration to the Company.

Forfeiture. Except as otherwise provided in Section 3,[Section 3], if the Participant ceases to be employed prior to the end of the Restricted Period, the Participant will immediately forfeit any Restricted Stock Units remaining unvested as of the date of the Participant’s termination, and the Participant will not be entitled to any payment with respect to such Restricted Stock Units. In addition, notwithstanding Section 3[Section 3] or any provision of the Plan or these Award Terms to the contrary, the Participant will forfeit any Restricted Stock Units (including any vested portion) immediately and without notice upon # the termination of the Participant’s employment for Cause, or # the Participant’s breach of any confidentiality agreement or similar agreement pertaining to the confidentiality and nondisclosure of proprietary information, including but not limited to trade secrets, of the Company or any Related Company. Furthermore, and notwithstanding [Section 3], if subsequent to the Participant’s retirement or termination of employment with the Company or any Related Company (other than due to a termination following a Change in Control without Cause or for Good Reason, if applicable), and prior to the last day of the Restricted Period the Participant becomes employed by, consults with, and/or participates as an officer, director, employee, independent contractor, adviser, consultant, partner, principal, or shareholder (with more than five percent (5%) equity) with any entity which owns and/or operates (either directly or indirectly) or is engaged, or planning to be engaged (either directly or indirectly) in the ownership and/or operation of any “Competitor Company” as defined below or any successor thereto or any entity under common control with a Competitor Company, then the Participant’s Award (including any vested portion) will be immediately forfeited and, to the extent Stock or other applicable consideration has been issued to the Participant in settlement of the Award, to the extent permissible under applicable law, the Participant shall be required to immediately return such consideration to the Company. A “Competitor Company” shall mean a company that operates any of the following directly or indirectly:

Forfeiture. Except as otherwise provided in Section 3, if the Participant ceases to be employed prior to the end of the Restricted Period, the Participant will immediately forfeit any RestrictedRetention Stock Units remaining unvested as of the date of the Participant’s termination, and the Participant will not be entitled to any payment with respect to such RestrictedRetention Stock Units. In addition, notwithstanding Section 3 orNotwithstanding any provision of the Plan or these Award Terms to the contrary, the Participant will forfeit any RestrictedRetention Stock Units (including any vested portion) immediately and without notice upon # the termination of the Participant’s employment for Cause, or # the Participant’s breach of any confidentiality agreement or similar agreement pertaining to the confidentiality and nondisclosure of proprietary information, including but not limited to trade secrets, of the Company or any Related Company, or # the Participant’s commission of any act of malfeasance or wrongdoing affecting the Company or any Related Company, and, in each case, to the extent Stock or other applicable consideration has been issued to the Participant in settlement of the Award, to the extent permissible under applicable law, the Participant shall be required to immediately return such consideration to the Company.

Forfeiture. Except as otherwise provideddetermined by the Board in Section 3, ifits sole discretion, a Participant whose employment with the Participant ceases to be employedCompany and all Related Companies terminates prior to the end of the Restricted Period, the Participant will immediatelyPeriod for any reason shall forfeit anyall shares of Restricted Stock Units remaining unvested as of the date of the Participant’s termination, and the Participant will not be entitledsubject to any payment with respect to suchoutstanding Restricted Stock Units. In addition, notwithstanding Section 3 or any provision of the Plan or these Award Terms to the contrary, the Participant will forfeit any Restricted Stock Units (including any vested portion) immediately and without notice upon # the termination of the Participant’s employment for Cause, or # the Participant’s breach of any confidentiality agreement or similar agreement pertaining to the confidentiality and nondisclosure of proprietary information, including but not limited to trade secrets, of the Company or any Related Company. Award.

Forfeiture.. Except as otherwisemay be provided in Section 3, if the Participant ceases to be employedunder [Section 2(b)(ii)], upon termination of employment or service for any reason, Employee shall immediately forfeit all Performance-Based Restricted Stock Units that have not vested on or prior to the enddate of such termination, without the Restricted Period,payment of any consideration or further consideration by the Participant willCompany. In addition, if Employee is terminated for Cause, Employee shall immediately forfeit any right to receive shares of Common Stock that have not yet been delivered to Employee, or that have been delivered subject to the transfer restrictions described in [Section 2(a)(i)], in respect of previously vested Performance-Based Restricted Stock Units, without the payment of any consideration or further consideration by the Company. Upon forfeiture, neither Employee nor any successors, heirs, assigns, or legal representatives of Employee shall thereafter have any further rights or interest in the forfeited Performance-Based Restricted Stock Units remaining unvested asor shares of the date of the Participant’s termination, and the Participant will not be entitled to any payment with respect to such Restricted Stock Units. In addition, notwithstanding Section 3 or any provision of the Plan or these Award Terms to the contrary, the Participant will forfeit any Restricted Stock Units (including any vested portion) immediately and without notice upon # the termination of the Participant’s employment for Cause, or # the Participant’s breach of any confidentiality agreement or similar agreement pertaining to the confidentiality and nondisclosure of proprietary information, including but not limited to trade secrets, of the Company or any Related Company. Common Stock.

Except as otherwise provided in [Section 3], ifabove, upon your termination of employment, or cessation of services to, the Participant ceases to be employedCompany and its Affiliates prior to the end ofdate the Restricted Period, the Participant will immediately forfeit any Restricted Stock Units remainingare vested, you will forfeit the unvested as of the date of the Participant’s termination, and the Participant will not be entitled to any payment with respect to such Restricted Stock Units. In addition, notwithstanding [Section 3] or any provision of the Plan or these Award Terms to the contrary, the Participant will forfeit any Restricted Stock Units (including any vested portion) immediately and without notice upon # the termination of the Participant’s employment for Cause, or # the Participant’s breach of any confidentiality agreement or similar agreement pertaining to the confidentiality and nondisclosure of proprietary information, including but not limited to trade secrets, of the Company or any Related Company.

Forfeiture.Termination of Employment. Except as otherwise provided in the Plan, including Section 3,11 (Change in Control Provisions) and [Section 14(d)] thereof, or in this Paragraph 8, if the Participant ceases to be employed prior to the end of the Restricted Period, the Participant will immediately forfeit any Restricted Stock Units remaining unvested as of the date of the Participant’s termination, and the Participant will not be entitled to any payment with respect to such Restricted Stock Units. In addition, notwithstanding Section 3 or any provision of the Plan or these Award Terms to the contrary, the Participant will forfeit any Restricted Stock Units (including any vested portion) immediately and without notice upon # the termination of the Participant’s employment for Cause, or # the Participant’s breach of any confidentiality agreement or similar agreement pertaining to the confidentiality and nondisclosure of proprietary information, including but not limited to trade secrets, ofwith the Company or any Related Company. Subsidiary or Affiliate terminates for any reason, the Award and all Restricted Stock Units (and any related Dividend Equivalents) held by Participant that are unvested or subject to restriction at the time of such termination shall be forfeited automatically immediately after such termination. Notwithstanding the foregoing, in the event that Participant’s employment terminates as a result of Participant’s death, then the Restricted Stock Units (and any related Dividend Equivalents) will vest to the extent that the Award would have vested if Participant had remained employed for one year following the date of death, and the balance of the Award, if any, shall be forfeited. The Company will process any vesting pursuant to the terms of the immediately preceding sentence within 30 days following its receipt of notice of Participant’s death.

Termination of Service. In the event that a Participant’s Service terminates, any or all of the restricted stock units held by the Participant ceases to be employed prior to the end of the Restricted Period, the Participant will immediately forfeit any Restricted Stock Units remaining unvestedthat have not vested as of the date of termination under the Participant’s termination, and the Participant will not be entitled to any payment with respect to such Restricted Stock Units. In addition, notwithstanding [Section 3] or any provisionterms of the Plan or these Award Termsrestricted stock unit agreement shall be forfeited to the contrary,Company in accordance with the Participant will forfeit any Restricted Stock Units (including any vested portion) immediately and without notice upon #restricted stock unit agreement, except as otherwise provided in the termination of the Participant’s employment for Cause, or # the Participant’s breach of any confidentiality agreement or similar agreement pertaining to the confidentiality and nondisclosure of proprietary information, including but not limited to trade secrets, of the Company or any Related Company.applicable restricted stock unit agreement.

Forfeiture. Except as otherwise provided in Section 3,Forfeiture Upon Termination of Continuous Service Status. Notwithstanding any contrary provision of this Agreement, if Participant’s Continuous Service Status ceases for any or no reason, the Participant ceases to be employed prior to the end of the Restricted Period, the Participant will immediately forfeit anythen-unvested Restricted Stock Units remaining unvested as ofawarded by this Agreement will thereupon be forfeited at no cost to the Company on the date of the Participant’termination of Participant’s termination,Continuous Service Status, and the Participant will not be entitled to any paymenthave no further rights with respect to suchthose Restricted Stock Units. In addition, notwithstanding Section 3 orFor the avoidance of doubt, if the Expiration Date occurs before the date of termination of Participant’s Continuous Service Status, any provision of the Plan or these Award Terms to the contrary, the Participant will forfeit anyunvested Restricted Stock Units (including any vested portion) immediately and without notice upon # the termination of the Participant’s employment for Cause, or # the Participant’s breach of any confidentiality agreement or similar agreement pertaining to the confidentiality and nondisclosure of proprietary information, including but not limited to trade secrets, of the Company or any Related Company. will be forfeited.