Burger King 2010 Annual Report Download - page 129

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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 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 Restricted Stock. 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.
The Company may, in its sole discretion, decide to deliver any documents related to Restricted Stock awarded under the Plan or future Restricted Stock
that may be awarded under the Plan by electronic means or request your consent to participate in the Plan by electronic means. You hereby consent to
receive such documents by electronic delivery and agree to participate in the Plan through an on−line or electronic system
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