Exhibit 10(d)
McDONALD'S CORPORATION
1975 STOCK OWNERSHIP OPTION PLAN
AS AMENDED AND RESTATED
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THE PLAN
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McDonald's Corporation (the "Company") hereby amends and restates the
McDonald's Corporation 1975 Stock Ownership Option Plan, effective May 1, 1999.
As so amended and restated, the McDonald's Corporation 1975 Stock Ownership
Option Plan is hereinafter called the "Plan". The terms of options granted
prior to the effective date of this amendment shall not be adversely affected in
any way by this amendment.
1. Purpose. The purpose of this Plan is to advance the interest of the
Company by encouraging and enabling the acquisition of a larger personal
financial interest in the Company by those employees upon whose judgment and
efforts the Company is largely dependent for the successful conduct of its
operations. It is anticipated that the acquisition of such financial interest
will stimulate the efforts of such employees on behalf of the Company,
strengthen their desire to continue in the service of the Company and encourage
shareholder and entrepreneurial perspectives through employee stock ownership.
It is also anticipated that the opportunity to obtain such financial interest
will prove attractive to promising new managerial and executive talent and will
assist the Company in attracting such employees. The options granted hereunder
shall not constitute incentive stock options as such term is defined in Section
422A of the Internal Revenue Code.
2. Scope of the Plan. An aggregate of 121,780,788 of the Company's
authorized but unissued shares of common stock, $.01 par value per share or
shares acquired by purchase as described in the paragraph below or any
combination of shares from both sources are hereby made available, and shall be
reserved for issuance, under the Plan. The aggregate number of shares available
under this Plan shall be subject to adjustment on the occurrence of any of the
events and in the manner set forth in Section 11 hereof. If an option shall
expire or terminate for any reason, without having been exercised in full, the
unpurchased shares subject thereto shall (unless the Plan shall have terminated
or unless all or a part of such shares were issued under the Company's 1978
Incentive Plan) become available for other options under the Plan.
The Board of Directors (called the "Board") or such person or persons that
the Board shall specifically authorize or direct to act on its behalf shall also
have the authority to purchase from time to time, in such amounts and at such
prices as it, in its discretion, shall deem advisable or appropriate, shares of
the common stock of the Company, to be held as treasury shares and reserved and
used solely for issuance at the discretion of the Option Committee, as set forth
in Section 3 hereof, upon exercise of options granted under this Plan and in
accordance with the provisions of the preceding paragraph.
3. Administration. Except as herein expressly reserved by the Board and
not delegated by the Board to the Committee, the Plan shall be administered by a
Committee, to be known as the Option Committee (called the "Committee"), which
will include not less than three Directors of the Company, who shall be
appointed, from time to time, by the Board. Except as herein expressly reserved
by the Board and not delegated by the Board to the Committee, the Committee
shall have full and final authority, in its discretion, but subject to the
express provisions of the Plan: (a) to determine the purchase price of the
common stock covered by each option, and the individuals to whom, and the time
or times at which, options shall be granted and the number of shares to be
covered by each option; (b) to interpret the Plan; (c) to prescribe, amend and
rescind rules and regulations relating to the Plan; (d) to determine the terms,
provisions, and any restrictions or conditions (including but not limited to
restrictions with respect to stock acquired upon exercise of the option which
may continue beyond the date of the optionee's termination of employment) of the
respective option agreements (which need not be identical) by which options
shall be evidenced and, with the consent of the optionee, to modify the terms,
provisions, restrictions or conditions of any option agreement; (e) to cancel,
with the consent of the optionee, outstanding options and to grant new options
in substitution therefor; (f) to authorize foreign subsidiaries to adopt plans
as provided in Section 17; (g) to delegate its duties and responsibilities under
the Plan with respect to such foreign subsidiary plans, except its duties and
responsibilities with respect to grants of options to persons who, under Section
16(b) of the Securities Exchange Act of 1934, as amended (the "Act"), are
treated (in the opinion of counsel for the Company) as officers or directors of
the Company, to such individuals or committees as the Committee in its sole
discretion may approve and (i) the acts thereunder by such individuals or
committees shall be treated hereunder as acts of the Committee and (ii) such
individuals or committees shall report to the Committee regarding the delegated
duties and responsibilities; and (h) to make all other determinations deemed
necessary or advisable for the administration of the Plan.
4. Eligibility. With the exception of clerical employees and with the
further exception of persons (other than managers) employed in Company-owned
restaurants, options may be granted to (a) any employees of the Company or its
domestic subsidiaries, or (b) any employees, officers and directors of the
Company's foreign subsidiaries. Any entity in which the Company directly or
through intervening subsidiaries owns twenty-five percent (25%) or more of the
total combined voting power or value of all classes of stock or, in the case of
an unincorporated entity, a twenty-five percent (25%) or more interest in the
capital and profits, shall be treated as a subsidiary. In selecting the
individuals to whom options shall be granted, as well as in determining the
number of shares subject to each option, the Committee shall take into
consideration such factors as it deems relevant in connection with accomplishing
the purpose of the Plan. Subject to the provisions of Section 2 hereof, an
individual who has been granted an option may, if he is otherwise eligible, be
granted additional options if the Committee shall so determine.
5. Option price. The purchase price of the stock covered by each option
shall not be less than the fair market value of such stock on the date the
option is granted (herein called the "Option Date"). For the purposes hereof
the fair market value shall be deemed to be the closing price of said stock on
the New York Stock Exchange Composite Tape on the Option Date or, if
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no sales of said stock appear on such Tape on that date, on the next preceding
date on which there were such sales. Such price shall be subject to adjustment
as provided in Section 11 hereof.
6. Terms of employment. No obligation of the Company as to the length of
employment shall be implied by the terms of this Plan or any option granted
hereunder. The Company reserves the same rights to terminate employment of any
employee as existed prior to the date hereof.
7. Non-transferability of options. An option granted hereunder shall, by
its terms, not be transferable other than by will or the laws of descent and
distribution and may be exercised, during his lifetime, only by the optionee;
provided, however, that an optionee may, in a manner specified by the Committee,
designate in writing an individual beneficiary or beneficiaries to exercise an
option granted hereunder after the optionee's death.
8. Restricted stock. Upon granting an option or a substituted option or
upon accelerating the exercise date of an option pursuant to Section 16 or, with
respect to previously granted outstanding options, upon consent of the optionee,
the Committee may provide that shares granted upon exercise of the option shall
be subject to such restrictions as it may from time to time deem appropriate.
Specifically, but without limitation, the Committee may provide that shares
granted upon exercise of the option shall be restricted for such period after
the date of exercise as the Committee may determine, and shall be non-
transferable during such period, provided that with respect to options which are
accelerated, the restriction period shall not extend beyond the earliest date on
which the option or portion thereof could have been exercised prior to
acceleration. The restriction shall provide that if the optionee's employment
is terminated for reasons other than death, permanent disability or any other
reason specified by the Committee during the restriction period, the optionee
shall resell the restricted stock to the Company at the lesser of the option
exercise price paid or the fair market value on the date of termination of
employment. Any such shares shall bear an appropriate legend specifying that
such shares are subject to such restrictions. The Committee shall have
authority, in its discretion, to accelerate the time at which any or all of the
restrictions may lapse prior to the expiration of the restrictions or to remove
any or all of the restrictions. After the expiration of the restrictions, the
Committee shall cause shares free of the restrictions to be reissued without a
legend. Notwithstanding the foregoing, such restrictions shall not apply to
shares issued upon exercise after termination of employment by reason of death
or permanent disability pursuant to Subsection 9(a) and 9(b) hereof and, with
respect to shares issued subject to such restrictions, such restrictions shall
be cancelled by the Committee upon submission to the Committee of proof that the
termination of the optionee's employment occurred by reason of the optionee's
death, permanent disability (as defined in Section 9) or other reasons specified
by the Committee.
9. Termination of employment. An unexercised option, or any unexercised
installment thereof, shall terminate if the employment of the optionee by the
Company or any of its subsidiaries shall be terminated for any reason; except
that (a) if such employment is so terminated by death of the optionee, any
unexercised portion of the option (whether or not currently exercisable) at the
date of death may be exercised, in whole or in part, at any time within three
years after the date of death, by the optionee's personal representative or by
the
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person to whom the option is transferred by will or the applicable laws of
descent and distribution, and any such option which by its terms would otherwise
expire after the optionee's death but prior to the end of such three-year period
following the optionee's death, shall be extended so as to permit any
unexercised portion thereof to be exercised at any time within such three-year
period, provided that in no event shall any option be exercised after 13 years
from the Option Date; or (b) if such employment is terminated as a result of the
permanent disability of the optionee, the unexercised portion of the option
(whether or not currently exercisable) at the date of such termination of
employment may be exercised, in whole or in part, at any time within three years
after the date of such termination, and any such option which by its terms would
otherwise expire after the optionee's termination of employment by reason of
permanent disability but prior to the end of the three-year period following the
optionee's termination of employment, shall be extended so as to permit any
unexercised portion thereof to be exercised at any time within such three-year
period, provided that in no event shall any option be exercised after 13 years
from the Option Date; (c) if such employment is terminated on account of
retirement after attaining age 60 with at least 20 years of Company service, any
unexercised portion of an option or an installment which is then exercisable or
which becomes exercisable within three years following the date of retirement
may be exercised at any time within three years after such retirement, provided
that in no event shall any option be exercised after 10 years from the Option
Date; (d) if such employment is terminated on account of retirement after
attaining age 60 with less than 20 years of Company service, any unexercised
portion of an option or an installment which is then exercisable may be
exercised at any time within one year after such retirement, provided that in no
event shall any option be exercised after 10 years from the Option Date; (e) if
such employment is terminated on account of retirement with combined age and
years of Company service equal to or greater than 70, any unexercised option,
which was granted on or after May 1, 1999 and that is then exercisable or which
would become exercisable within three years of such retirement if the optionee
remained employed by the Company or a Subsidiary throughout such three-year
period, may be exercised, in whole or in part, by the optionee, at any time
within three years after the optionee's retirement; provided that in no event
shall any option be exercised after 10 years from the Option Date; and further
provided that the optionee executes and delivers to the Company a two-year non-
competition agreement (in a form reasonably satisfactory to the Company); and
further provided that the optionee provides one-year's prior written notice of
the optionee's intention to retire to the officer in charge of the Benefits and
Compensation Department in Oak Brook Illinois; (f) if an optionee terminates
employment to become an owner-operator of a McDonald's restaurant or if an
optionee terminates after January 15, 2000 as a result of a job elimination, the
optionee will receive an extension of time to exercise any unexercised options
granted on or after May 1, 1999 and accelerated vesting of these options based
on the following rules that incorporate age and years of Company service:
Age & Years of Additional Vesting and Time to Exercise
Company Service Options Granted On or After May 1, 1999
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70 plus years 3 Years
60 to 69 years 2 Years
50 to 59 years 1 Year;
provided that in no event shall any option be exercised after 10 years from the
Option Date or; (g) if such employment is terminated for any other reason
excluding termination for cause, the unexercised portion of the option (to the
extent exercisable on the date such employment is
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terminated) shall be exercisable at any time within 30 days after the date of
such termination, provided that in no event shall any option be exercised after
10 years from the Option Date. Permanent disability shall mean a mental or
physical condition which renders an optionee unable or incompetent to carry out
the job responsibilities he held or tasks to which he was assigned at the time
the disability was incurred. Job elimination shall include, without limitation,
terminations of employment by the Company due to corporate restructuring or
reorganization, job restructuring, reductions in force, outsourcing or
replacement of jobs by technology.
If the optionee violates the provisions of the non-competition agreement
described in Section 9(e) during the two-year period following retirement, all
unexercised options granted on or after May 1, 1999 will immediately terminate
and will not be exercisable.
10. Time of granting options. The Option Date under the Plan shall be the
date on which such option shall be duly granted by or on behalf of the Company.
11. Adjustments. Notwithstanding any other provision or the Plan, option
agreements entered into hereunder shall contain such provisions as the Committee
shall determine for adjustment of the number and class of shares covered
thereby, or of the option prices, or both, to reflect a stock dividend, stock
split-up, share combination, recapitalization, merger, consolidation,
acquisition of property or shares, separation, reorganization, liquidation or
the like, of or by the Company. In any such event, the aggregate number of
class of shares available under the Plan, shall be appropriately adjusted.
12. Termination and amendment of the Plan. This Plan shall terminate on
May 4, 2010. The Plan may be terminated at such earlier time, or be further
extended until such time, as the Board may determine. A termination shall not
affect any options then outstanding under the Plan.
The Board may make modifications of the Plan as it shall deem
advisable, without further approval of the stockholders of the Company, except
as such stockholder approval may be required under (i) Rule 16b-3 (or any
successor provision) under the Act or (ii) the listing requirements of any
securities exchange registered under the Act on which are listed any of the
Company's equity securities.
13. Change in Control. All unexercised options granted on or after May 1,
1999, which are held by an optionee shall become exercisable upon the occurrence
of a Change in Control. A Change in Control shall be deemed to have occurred at
such time as:
(i) any "person" (as that term is used in Sections 13(d) and 14(d)(2)
of the Exchange Act) (other than any subsidiary of the Company, any employee
benefit plan of the Company or any of its subsidiaries, or any related trust) is
or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities representing 20% or more of the
combined voting power for election of directors of the then outstanding
securities of the Company or any successor of the Company;
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(ii) during any period of two consecutive years or less, individuals
who at the beginning of such period constituted the Board of Directors of the
Company cease, for any reason, to constitute at least a majority of the Board of
Directors, unless the election or nomination for election of each new director
was approved by a vote of at least two-thirds of the directors then still in
office who were directors at the beginning of the period or whose election or
nomination for election was so approved; or
(iii) the stockholders of the Company approve any a merger,
reorganization, consolidation, or similar transaction, a plan or agreement for
the sale or other disposition of assets which, as of the date of the Company's
most recent annual or quarterly consolidated financial statements, accounted for
50% or more of the net book value of the Company's consolidated assets or 50% or
more of the Company's consolidated revenues, or a plan of liquidation of the
Company (any of the foregoing, a "Reorganization Transaction") that, based on
information included in the proxy and other materials distributed by the Company
to its stockholders in connection with the solicitation of such stockholder
approval, is not expected to qualify as an Exempt Reorganization Transaction.
"Exempt Reorganization Transaction" means a Reorganization Transaction that
results in the persons who were the direct or indirect owners of the outstanding
voting securities of the Company immediately before such Reorganization
Transaction becoming, immediately after the consummation of such Reorganization
Transaction, the direct or indirect beneficial owners of voting securities
representing more than 70% of the combined voting power of the then-outstanding
voting securities of the surviving corporation, in substantially the same
respective proportions as such persons' ownership of the voting securities of
the Company immediately before such Reorganization Transaction.
14. Stock purchased for investment. Shares purchased under the options
shall be purchased for investment and without present intention of resale,
unless, in the opinion of counsel for the Company, the shares may be purchased
without investment representation. Where an investment representation or other
restrictive representation or agreement is deemed necessary, the Committee may
require a written representation or agreement to that effect by the optionee at
the time the option is granted or exercised.
15. Term of options. Except as provided in Subsections 9(a) and 9(b), the
term of each option granted hereunder shall be for a period of no more than 10
years from the Option Date, and shall be subject to earlier termination as
hereinbefore provided.
16. Exercise of options.
(a) Subject to the provisions of Section 9 and Subsections 16(b) and
16(c), each option granted hereunder shall be exercisable in four equal biennial
installments, commencing on the first anniversary of the date of grant.
(b) The Board (or if delegated by the Board to the Committee, the
Committee) may specify a different exercise schedule or schedules for all or any
group or groups of employees to whom grants are made hereunder.
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(c) The Committee, in its sole discretion, shall have the authority to
accelerate on an individual by individual basis, the time at which options or
any part thereof become exercisable to such earlier date or dates as determined
by the Committee. The Board (or if delegated by the Board to the Committee, the
Committee) shall have the authority to accelerate the time or times at which all
or any part of the options of all or any group of employees may be exercised.
(d) The Committee, in its sole discretion, shall have the authority to
extend on an individual by individual basis the period of time during which
options or installments or any part thereof which have not been exercised may be
exercised. The Board (or if delegated by the Board to the Committee, the
Committee) shall have the authority to extend the period of time during which
all or any part of the options or installments of all or any group of employees
may be exercised.
(e) An optionee may exercise the option (or a part thereof) in whole
or in part at any time commencing on the date the option (or such part) becomes
exercisable. An option shall be exercised by delivery of notice of intent to
exercise the option with respect to a specific number of option shares. Such
notice shall be in a manner specified by the Company. Except as provided in
Section 18 hereof, the purchase of any shares as to which an option shall be
exercised shall be paid in full at the time of the purchase. Payment of the
option exercise price shall be made in cash or, in whole or in part, in common
stock of the Company valued at fair market value.
An optionee shall not, by reason of any option granted hereunder,
have any right of a stockholder of the Company with respect to the shares
covered by his option until such shares have been issued to him. Any of the
provisions of this Section 16 to the contrary notwithstanding, except as
provided in Subsections 9(a) or 9(b), in no event shall any option be exercised
after 10 years from the Option Date.
17. Stock option plans of foreign subsidiaries. The Committee may, in its
sole discretion, authorize any foreign subsidiary to adopt a plan for granting
options to purchase shares of common stock of the Company ("Foreign Option
Plan"). All grants of options under such Foreign Option Plans shall be treated
as grants under the Plan. Such Foreign Option Plans shall have such terms and
provisions as the Committee permits not inconsistent with the provisions of the
Plan and which may be more restrictive than those contained in the Plan.
Options granted under such Foreign Option Plans shall be governed by the terms
of the Plan except to the extent that the provisions of the Foreign Option Plans
are more restrictive than the terms of the Plan in which cash such terms of the
Foreign Option Plans shall control.
18. Loans and guarantees. The Board (or, if delegated by the Board to the
Committee, the Committee) may, in its discretion, allow an optionee to defer all
or any portion of the option exercise price or may cause the Company to
guarantee a loan from a third party to the optionee, in an amount equal to all
or any portion of the option exercise price. Any such payment deferral by the
Company pursuant to this Section 18 shall be for such periods, at such interest
rates and on such other terms and conditions as the Board (or, if delegated to
the Committee, the
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Committee) may determine. Notwithstanding the foregoing, an optionee shall not
be entitled to defer the payment of the option exercise price unless the
optionee (a) has a binding obligation to pay the portion of the option exercise
price which is deferred and (b) pays at the time of exercise a minimum amount,
with respect to the shares to be granted upon exercise, equal to the amount
determined pursuant to resolution of the Board to be capital within the meaning
of Section 154 of the Delaware General Corporation Law.
19. Substituted options. In the event the Committee cancels with the
consent of an optionees any option granted under this Plan or any other Stock
Option Plan, and a new option is substituted therefor, the Option Date of the
cancelled option shall be the date used to determine the exercisability of the
new substituted option under Section 16 hereof so that the optionee may exercise
the substituted option in the same percentages and at the same times as if the
optionee has held the substituted option since the Option Date of the cancelled
option. This Section 19 shall be effective with respect to all options granted
on or after October 25, 1976, in substitution of cancelled options.
20. Elective Share Withholding.
(a) Subject to Section 20(b), an optionee may elect the withholding
("Share Withholding") by the Company of a portion of the shares otherwise
deliverable to such optionee upon the exercise of an option (each a "Taxable
Event") having a fair market value equal to the minimum amount necessary to
satisfy required federal, state, or local withholding tax liability attributable
to the Taxable Event.
(b) Each Share Withholding election by an optionee shall be subject to
the following restrictions:
(i) any optionee's election shall be subject to the Committee's
right to revoke such election of Share Withholding by such optionee at any time
before the optionee's election if the Committee has reserved the right to do so
in the option agreement; and
(ii) the optionee's election shall be irrevocable.
Executed this 6th day of August, 1999.
McDONALD'S CORPORATION
By: /s/ Gloria Santona
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Vice President
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