Burger King 2009 Annual Report Download - page 208

Neither the Plan nor this Award Agreement is intended to provide for a deferral of compensation that would subject the RSUs to taxation
prior to the issuance of Shares as a result of Section 409A of the Code. Notwithstanding anything to the contrary in the Plan or this Award
Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole discretion and
without your consent, to comply with Section 409A of the Code or to otherwise avoid imposition of any additional tax or income recognition
under Section 409A of the Code prior to the actual payment of Shares pursuant to this Individual Award. If you are subject to U.S. taxes, all
RSUs to which you are entitled at vesting will be issued to you on the applicable Vesting Date, as described above in the section entitled
“Settlement of RSUs”.
Securities Laws.
By accepting this Individual Award, you acknowledge that federal or local securities laws and/or the Company’s policies regarding trading
in its securities may limit or restrict your right to buy or sell Shares, including, without limitation, sales of Shares acquired in connection with
your RSUs. You agree to comply with such securities law requirements and Company policies, as such laws and policies are amended from
time to time.
Entire Agreement; Dispute Resolution; Governing Law.
The Plan, this Award Agreement and, to the extent applicable, your Employment Agreement, constitute the entire agreement of the parties
with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and you with
respect to the subject matter hereof. This Award Agreement may not be modified in a manner that adversely affects your rights heretofore
granted under the Plan, except with your consent or to comply with applicable law as provided for in Section 14 of the Plan. This Award
Agreement is governed by the laws of the State of Delaware without regard to its principles of conflict of laws.
The Company and you agree that any dispute or controversy arising under or in connection with this Award 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.
By signing this Award Agreement, you acknowledge receipt of a copy of the Plan and represent that you are familiar with the terms and
conditions of the Plan, and hereby accept this Award subject to all provisions in this Award Agreement and in the Plan. You hereby agree to
accept as final, conclusive and binding all decisions or interpretations of the Committee upon any questions arising under the Plan or this
Award Agreement.
Electronic Delivery.