Burger King 2009 Annual Report Download - page 140

(A) If to the Company, to it at:
Burger King Corporation
5505 Blue Lagoon Drive
Miami, Florida 33126−2029
Attention: Chief Human Resources Officer
Telephone: 305−378−3755
Facsimile: 305−378−3189
(B) if to Executive, to him at his residential address as currently on file with the Company.
(h) Voluntary Agreement; No Conflicts. Executive represents that he is entering into this Agreement voluntarily and that Executive’s employment
hereunder and compliance with the terms and conditions of this Agreement will not conflict with or result in the breach by Executive of any agreement to
which he is a party or by which he or his properties or assets may be bound.
(i) Counterparts/Facsimile. This Agreement may be executed in counterparts (including by facsimile), each of which shall be deemed an original and all
of which together shall constitute one and the same instrument.
(j) Headings. The section and other headings contained in this Agreement are for the convenience of the parties only and are not intended to be a part
hereof or to affect the meaning or interpretation hereof.
(k) Section 409A Compliance.
(i) The intent of the parties hereto is that payments and benefits under this Agreement comply with Section 409A of the Code and the regulations and
guidance promulgated thereunder (except to the extent exempt as short−term deferrals or otherwise) and, accordingly, to the maximum extent permitted, this
Agreement shall be interpreted to be in compliance therewith.
(ii) It is intended that each installment, if any, of the payments and benefits, if any, provided to Executive under Section 10(f) hereof shall be treated as a
separate “payment” for purposes of Section 409A of the Code. Neither the Company nor Executive shall have the right to accelerate or defer the delivery of
any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code.
(iii) All reimbursements and in−kind benefits provided under this Agreement (including without limitation Sections 9(a) and 10(f)(i)(B) herein) shall be
made or provided in accordance with the requirements of Section 409A of the Code to the extent that such reimbursements or in−kind benefits are subject to
Section 409A of the Code. All expenses or other reimbursements paid pursuant hereto that are taxable income to Executive shall in no event be paid later
than the end of the calendar year next following the calendar year in which Executive incurs such expense or pays such related tax. With regard to any
provision herein that provides for reimbursement of costs and expenses or in−kind benefits, except as permitted by Section 409A of the Code, (i) the right to
reimbursement or in−kind benefits shall not be subject to liquidation or exchange for another benefit and (ii) the amount of expenses eligible for
reimbursement, or in−kind benefits provided, during any taxable year shall not affect the expenses eligible for reimbursement, or in−kind benefits to be
provided, in any other taxable year. 16