Burger King 2013 Annual Report Download - page 132


This Award shall not be pledged, hypothecated or otherwise encumbered or subject to any lien, obligation or liability to any party, or Transferred,
otherwise than by your will or the laws of descent and distribution or to a Beneficiary upon your death.
Notwithstanding, no Transfer to any executor or administrator of your estate or to any Beneficiary by will or the laws of descent and distribution of any
rights in respect of this Award shall be effective to bind the Company unless the Committee shall have been furnished with (i) written notice thereof and with a
copy of the will and/or such evidence as the Committee may deem necessary to establish the validity of the Transfer and (ii) the written agreement of the
Transferee to comply with all the terms and conditions applicable to this Award and any Shares received upon settlement of the RSUs that are or would have
been applicable to you.
Notwithstanding any other provision hereof, you shall not be permitted to Transfer Shares during a Lock-Up Period.

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 will be issued to you on the applicable
Settlement Date, as described above in the section entitled “Settlement”.
 
The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety
all prior undertakings, representations and agreements (whether oral or written) 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 or to the extent permitted under other provisions of the Plan, including, but not
limited to Sections 5(d), 16(g) or 17 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
A-6
Source: Burger King Worldwide, Inc., 10-K, February 21, 2014 Powered by Morningstar® Document Research℠
The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this
information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.