Burger King 2010 Annual Report Download - page 138

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your participation in the Plan, including any requisite transfer of such Data as may be required to a broker, escrow agent or other third party with whom the
Shares received upon settlement of the RSUs may be deposited. You understand that Data will be held only as long as is necessary to implement, administer
and manage your participation in the Plan. You understand that you may, at any time, view Data, request additional information about the storage and
processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing
your local human resources representative. You understand that refusal or withdrawal of consent may affect your ability to participate in the Plan. For more
information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources
representative.
No Compensation Deferrals.
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 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 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
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