Burger King 2009 Annual Report Download - page 137

19. Indemnification. The Company agrees both during and after the Employment Period to indemnify Executive to the fullest extent permitted by its
Certificate of Incorporation (including payment of expenses in advance of final disposition of a proceeding) against actions or inactions of Executive during
the Employment Period as an officer, director or employee of the Company or any of its Subsidiaries or Affiliates or as a fiduciary of any benefit plan of
any of the foregoing. The Company also agrees to provide Executive with directors and officers insurance coverage both during and, with regard to matters
occurring during the Employment Period, after the Employment Period. Such coverage shall be at a level at least equal to the level being maintained at such
time for the then current officers and directors or, if then being maintained at a higher level with regard to any prior period activities for officers or directors
during such prior period, such higher amount with regard to Executive’s activities during such prior period.
20. Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof. All prior
correspondence and proposals (including but not limited to summaries of proposed terms) and all prior promises, representations, understandings,
arrangements and agreements relating to such subject matter (including but not limited to those made to or with Executive by any other Person and those
contained in any prior employment, consulting or similar agreement, including the Original Agreement, entered into by Executive and the Company or any
predecessor thereto or Affiliate thereof) are merged herein and superseded hereby.
21. Miscellaneous.
(a) Binding Effect; Assignment. This Agreement shall be binding on and inure to the benefit of the Company and its successors and permitted assigns.
This Agreement shall also be binding on and inure to the benefit of Executive and his heirs, executors, administrators and legal representatives. This
Agreement shall not be assignable by any party hereto without the prior written consent of the other parties hereto. The Company may effect such an
assignment without prior written approval of Executive upon the transfer of all or substantially all of its business and/or assets (by whatever means),
provided that the Successor to the Company shall expressly assume and agree to perform this Agreement in accordance with the provisions of Section 18.
(b) Arbitration. Any dispute or controversy arising under or in connection with this Agreement (except in connection with any request or application for
injunctive relief in accordance with Section 17) shall be resolved by binding arbitration. The arbitration shall be held in Miami, Florida and, except to the
extent inconsistent with this Agreement, shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association
then in effect at the time of the arbitration, and otherwise in accordance with principles which would be applied by a court of law or equity. The arbitrator
shall be acceptable to both the Company and Executive. If the parties cannot agree on an acceptable arbitrator, the dispute shall be heard by a panel of three
arbitrators, one appointed by the Company, one appointed by Executive, and the third appointed by the other two arbitrators. All expenses of arbitration
shall be borne by the party who incurs the expense, or, in the case of joint expenses, by both parties in equal portions.
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