Burger King 2009 Annual Report Download - page 176

20. 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,
provided, however, that 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 16.
(b) Arbitration. The Company and Executive agree that any dispute or controversy arising under or in connection with this Agreement
shall be resolved by final and binding arbitration before the American Arbitration Association (“AAA”). The arbitration shall be conducted in
accordance with AAA’s National Rules for the Resolution of Employment Disputes then in effect at the time of the arbitration. The arbitration
shall be held in Miami, Florida. The dispute shall be heard and determined by one arbitrator selected from a list of arbitrators who are
members of AAA’s Regional Employment Dispute Resolution roster. If the parties cannot agree upon a mutually acceptable arbitrator from the
list, each party shall number the names in order of preference and return the list to AAA within ten (10) days from the date of the list. A party
may strike a name from the list only for good cause. The arbitrator receiving the highest ranking by the parties shall be selected. Depositions,
if permitted by the arbitrator, shall be limited to a maximum of two (2) per party and to a maximum of four (4) hours in duration. The arbitration
shall not impair either party’s right to request injunctive or other equitable relief in accordance with Section 15 of this Agreement.
(c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without
reference to principles of conflicts of laws.
(d) Taxes. The Company may withhold from any payments made under this Agreement all applicable taxes, including but not limited to
income, employment and social insurance taxes, as shall be required by law.
(e) Amendments. No provision of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge
is approved in writing by the Board or a Person authorized thereby and is agreed to in writing by Executive. No waiver by any party hereto at
any time of any breach by any other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such
other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No waiver
of any provision of this Agreement shall be implied from any course of dealing between or among the parties hereto or from any failure by any
party hereto to assert its rights hereunder on any occasion or series of occasions.
14