Exhibit (10)(j)
McDONALD’S
CORPORATION
2009 CASH INCENTIVE PLAN
THE PLAN
McDonald’s Corporation, a
Delaware corporation (the “Company”), established the
McDonald’s Corporation 2009 Cash Incentive Plan (the
“Plan”) effective as of May 27, 2009. This Plan is
subject to approval by the Company’s stockholders at the
May 27, 2009 Annual Meeting.
The purpose of this Plan is to
advance the interest of the Company by providing a means to pay
performance-based short-term and long-term incentive cash
compensation designed to qualify for the Section 162(m)
Exemption (as defined below) to those employees upon whose judgment
and efforts the Company is largely dependent for the successful
conduct of its operations. It is anticipated that the opportunity
to earn such cash compensation will stimulate the efforts of such
employees on behalf of the Company, strengthen their desire to
continue in the service of the Company, and will prove attractive
to promising new employees and will assist the Company in
attracting such employees. It is intended that compensatory awards
to employees based on equity securities of the Company will be
granted under the Company’s 2001 Omnibus Stock Ownership Plan
and any successors thereto, rather than under this Plan.
As used in this Plan and in
connection with any Award, the terms set forth below shall have the
following meanings (such meanings to be equally applicable to both
the singular and plural forms of the terms defined):
(a) “Affiliate
Service” means a
Participant’s Company Service plus the Participant’s
aggregate number of years of employment with any Subsidiary during
the period before it became a Subsidiary, unless the Committee
determines otherwise in connection with an entity’s becoming
a Subsidiary.
(b) “Award”
means the opportunity to earn cash
compensation under this Plan, subject to the achievement of one or
more Performance Goals and such other terms and conditions as the
Committee may impose.
(c) “Board”
means the Board of Directors of the
Company.
(d) “Cause”
means a Participant’s
commission of any act or acts involving dishonesty, fraud,
illegality or moral turpitude.
(e) “Change
in Control” means
the happening of any of the following events:
(i) the
acquisition by any Person of “beneficial ownership”
(within the meaning of Rule 13d-3 promulgated under the 1934 Act)
of 20% or more of either (A) the then-outstanding shares of
Stock (“Outstanding Company Common Stock”) or
(B) the combined voting power of the then-outstanding voting
securities of the Company entitled to vote generally in the
election of directors (the “Outstanding Company Voting
Securities”); provided, however, that, for purposes of this
Section 2(e)(i), the following acquisitions shall not
constitute a Change in Control: (1) any acquisition directly
from the Company, (2) any acquisition by the Company,
(3) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any entity
controlled by the Company or (4) any acquisition by any entity
pursuant to a transaction that complies with
Sections 2(e)(iii)(A), (B) and (C); or
(ii) individuals
who, as of the date hereof, constitute the Board (the
“Incumbent Board”) cease for any reason to constitute
at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the date hereof whose
election, or nomination for election by the Company’s
shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered
as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board;
or
(iii) consummation
of a reorganization, merger, statutory share exchange or
consolidation or similar corporate transaction involving the
Company and/or any entity controlled by the Company, or a sale or
other disposition of all or substantially all of the assets of the
Company, or the acquisition of assets or stock of another entity by
the Company or any entity controlled by the Company (each, a
“Business Combination”), in each case, unless,
following such Business Combination, (A) all or substantially
all of the individuals and entities that were the beneficial owners
of the Outstanding Company Common Stock and Outstanding Company
Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 60% of the
then-outstanding shares of common stock and the combined voting
power of the then-outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the
corporation resulting from such Business Combination (including,
without limitation, an entity that, as a result of such
transaction, owns the Company or all or substantially all of the
Company’s assets either directly or through one or more
subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Business Combination of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (B) no Person (excluding any
entity resulting from such Business Combination or any employee
benefit plan (or related trust) of the Company or such entity
resulting from such Business Combination) beneficially owns,
directly or indirectly, 20% or more of, respectively, the
then-outstanding shares of common stock of the corporation
resulting from such Business Combination or the combined voting
power of the then-outstanding voting securities of such
corporation, except to the extent that such ownership existed prior
to the Business Combination, and (C) at least a majority of
the members of the board of directors of the entity resulting from
such Business Combination were members of the Incumbent Board at
the time of the execution of the initial agreement, or of the
action of the Board, providing for such Business Combination;
or
(iv) approval
by the shareholders of the Company of a complete liquidation or
dissolution of the Company.
(f) “Code”
means the Internal Revenue Code of
1986, as amended, and regulations and rulings thereunder.
References to a particular section of, or rule under, the Code
shall include references to successor provisions.
(g) “Committee”
has the meaning specified in
Section 3(a).
(h) “Company”
has the meaning specified in the
first paragraph.
(i) “Company
Service” means the
Participant’s aggregate number of years of employment with
the Company and its Subsidiaries during periods when those entities
were Subsidiaries.
(j) “Disability”
means a “disability”
within the meaning of the Company’s Profit Sharing and
Savings Plan, as amended from time to time.
(k) “Disaffiliation”
of a Subsidiary means the
Subsidiary’s ceasing to be a Subsidiary for any reason
(including, without limitation, as a result of a public offering,
or a spinoff or sale by the Company, of the stock of the
Subsidiary).
(l) “Effective
Date” means
May 27, 2009.
(m) “Job
Loss” means a
Termination of Employment resulting from a corporate restructuring
or reorganization, job restructuring, reduction in force,
outsourcing or replacement of jobs by technology.
(n) “Participant”
means any employee of the Company or
its Subsidiaries who has been granted an Award.
(o) “Performance
Goal” means any of
the following measures as applied to the Company as a whole or to
any Subsidiary, division or other unit of the Company: revenue;
operating income; net income; basic or diluted
