Attached files
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| EX-99 - MCDONALDS CORP | mcd8k-ex99_1223.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
________________________
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (date of earliest event reported): December 18, 2009
________________________
McDONALD'S
CORPORATION
(Exact
name of Registrant as Specified in Its Charter)
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Delaware
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1-5231
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36-2361282
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
____________________________
One
McDonald's Plaza
Oak
Brook, Illinois
(Address
of Principal Executive Offices)
60523
(Zip
Code)
_______________________________
(630)
623-3000
(Registrant's
Telephone Number, Including Area Code)
_______________________________
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2 below):
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) On
December 18, 2009, McDonald’s Corporation (the “Company”) and Ralph Alvarez,
President and Chief Operating Officer of the Company, entered into an agreement
in connection with Mr. Alvarez’s retirement (the “Agreement”). The
Agreement is attached as Exhibit 99 hereto and is incorporated herein by
reference. As reported on the Company’s current report on Form 8-K
filed on December 4, 2009, Mr. Alvarez had notified the Company on November 30,
2009 that he would retire from these offices effective December 31,
2009.
Under the
Agreement, Mr. Alvarez has agreed not to compete with the Company for two years
following his retirement date and to other customary restrictive covenants (the
“Restrictive Covenants”). In addition, he has agreed that the
exercisability of certain of his stock options will be delayed, as described in
further detail below. (According to their original terms, these
stock options would have become immediately exercisable on
retirement.)
The
Agreement provides that, in exchange for Mr. Alvarez’s agreement to be bound by
the Restrictive Covenants and the delay of exercisability of his stock options,
Mr. Alvarez’s restricted stock unit (“RSU”) award granted on September 18, 2006,
which was subject to forfeiture under the terms of the grant upon his retirement
before the originally scheduled settlement date (September 18, 2011), will
instead be settled on September 18, 2011 on a pro rated basis reflecting the
number of months in the original vesting period that Mr. Alvarez will have
worked through his retirement.
Vesting
of Mr. Alvarez’s other outstanding RSU awards, and of his outstanding stock
option awards, is governed by the terms of the applicable equity incentive plans
and the terms of the grants (including applicable performance
criteria). Mr. Alvarez’s RSU awards will be settled on their original
settlement dates on a pro rated basis reflecting the number of months in the
original vesting period that Mr. Alvarez will have worked through his
retirement. In addition, Mr. Alvarez will forfeit certain stock options and the
stock options that are not forfeited must be exercised by December 31, 2012 or
earlier, depending on the terms of the specific grant. As noted
above, Mr. Alvarez has agreed that his options that are not forfeited will
continue to become exercisable pursuant to the original vesting schedule as if
Mr. Alvarez had remained an employee of the Company, instead of becoming
immediately exercisable on his retirement as provided under their original
terms.
In the
event that Mr. Alvarez breaches any of the Restrictive Covenants he will not
receive any further payments and will forfeit his then outstanding stock options
and RSUs.
Mr.
Alvarez will receive other compensation and benefits, including his annual bonus
under the Company’s 2009 Target Incentive Plan and his long-term cash bonus
under the Company’s 2007-2009 Cash Performance Unit Plan, all in accordance with
the terms of the applicable plans (including applicable performance
criteria).
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
99 Letter
Agreement between Ralph Alvarez and the Company dated December 18,
2009
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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McDONALD'S
CORPORATION
(Registrant)
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| Date: December 23, 2009 | By: |
/s/
Denise A.
Horne
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|
Denise A.
Horne
Corporate Vice President –
Associate General Counsel and Assistant
Secretary
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Exhibit
No. 99
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Letter
Agreement between Ralph Alvarez and the Company dated December 18,
2009
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