Burger King 2009 Annual Report Download - page 194

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.
18. 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entered into by Executive and the Company or any predecessor thereto or Affiliate thereof) are merged herein and superseded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.
19. Survival. The following Sections shall survive the termination of Executive’s employment with the Company and of this Agreement:
9(f), 10, 11, 12, 14, 15, 17, 19 and 20.
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 14