Burger King 2009 Annual Report Download - page 217

Neither the Plan nor this Award Agreement is intended to provide for a deferral of compensation that would subject the Performance
Shares to taxation prior to the issuance of Shares as a result of U.S. Internal Revenue Code Section 409A (“Section 409A”). 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 or to otherwise avoid imposition of any
additional tax or income recognition under Section 409A prior to the actual payment of Shares pursuant to this Individual Award. If you are
subject to U.S. taxes, all Performance Shares that you are entitled to at vesting will be issued to you within the period ending no later than the
date that is 21/2 months from the end of (i) your tax year that includes the applicable date of vesting, or (ii) the Company’s tax year that
includes the applicable date of vesting (which payment schedule is intended to comply with the “short−term deferral” exemption from the
application of Section 409A).
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 Performance Shares. 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.