Filed On 2/15/02 · SEC File 333-82920 · Accession Number 950131-2-590
As Of Filer Filing As/For/On Docs:Pgs Issuer Agent
2/15/02 McDonalds Corp S-3 4:34 Donnelley R R & S..03/FA
Registration Statement for Securities Offered Pursuant to a Transaction · Form S-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-3 Registration Statement for Securities Offered 21 99K
Pursuant to a Transaction
2: EX-4 McDonalds Corporation 2002 Qsc&V Rewards 10 51K
3: EX-5 Opinion & Consent of Gloria Santona Senior Vp 2 10K
4: EX-23.(A) Consent of Ernst & Young Llp 1 6K
EXHIBIT 4
McDONALD'S CORPORATION
2002 QSC&V REWARDS PROGRAM
THE PLAN
McDonald's Corporation, a Delaware corporation (the "Company"),
established the McDonald's Corporation 2002 QSC&V Rewards Program (this "Plan")
effective as of February 13, 2002. This Plan authorizes the grant of Stock
Appreciation Rights and provides the terms and conditions of such grants.
1. PURPOSE
The purpose of this Plan is to advance the interests of the Company by
providing incentives to Owners/Operators of Restaurants upon whose efforts the
Company is dependent in part for the successful conduct of its operations. The
Company anticipates that the granting of Stock Appreciation Rights will reward
the efforts of such Owners/Operators whose Organizations operate at the highest
levels of quality, service and cleanliness and who are providing the best
customer experience.
2. DEFINITIONS
As used in this Plan, 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) "1934 Act" means the Securities Exchange Act of 1934, as amended,
and regulations and rulings thereunder. References to a particular section of,
or rule under, the 1934 Act shall include references to successor provisions.
(b) "Board" means the Board of Directors of the Company.
(c) "Call Value" has the meaning specified in Section 8(e).
(d) "Common Stock" means the Company's common stock, par value $.01
per share.
(e) "Company" has the meaning specified in the first paragraph.
(f) "Disqualified Organization" has the meaning specified in Section
6(f).
(g) "Effective Date" means February 13, 2002.
(h) "Fair Market Value" of a share of Common Stock means, as of any
applicable date, the closing price of a share of Common Stock at the close of
normal trading hours on the New York Stock Exchange, or, if no such sale of a
share of Common Stock shall have occurred on such date, on the next preceding
date on which there was such a sale.
(i) "Franchise Agreement" means the agreement between the Company and
another Person(s) pursuant to which such Person(s) is/are granted the rights
necessary to operate a Restaurant.
1
(j) "Grant Date" means, for any Stock Appreciation Right, the date on
which such Stock Appreciation Right is granted by the Special Program Committee;
provided, however, that the Special Program Committee may determine in its sole
discretion that another date may be deemed to be the Grant Date for purposes of
establishing the terms of a specific Stock Appreciation Right. The Grant Date of
a Stock Appreciation Right shall be stated in the related SAR Grant Information
distributed to the Grantee.
(k) "Grantee" means an individual who has been granted an Award.
(l) "Grant Price" means, for any Stock Appreciation Right, the Fair
Market Value of a share of Common Stock on the Grant Date of such Stock
Appreciation Right. The Grant Price of a Stock Appreciation Right shall be
stated in the related SAR Grant Information distributed to the Grantee.
(m) "including" or "includes" means "including, without limitation,"
or "includes, without limitation."
(n) "Material Breach" means a material breach of the Franchise
Agreement by the Owner/Operator as such term, i.e., material breach, is defined
and interpreted in the Franchise Agreement to which such Owner/Operator is a
party. Notwithstanding any other provision of this Plan or the relevant
Franchise Agreement, all determinations regarding Material Breaches and the
effects such Material Breaches may have on any Stock Appreciation Rights will be
made by the Special Program Committee in its sole discretion.
(o) "Measurement Period" has the meaning specified in Section 6(c).
(p) "Measurement Tools" has the meaning specified in Section 6(d).
(q) "Organization" has the meaning specified in Section 6(a).
(r) "Owner/Operator" means a Person(s) named under paragraph 13 of a
Franchise Agreement who agrees to devote his/her/their "full time and best
efforts" (as defined in the Franchise Agreement) to the operation of a
Restaurant located in the United States.
(s) "Person" means any "individual, "entity" or "group," within the
meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act.
(t) "Plan" means this McDonald's Corporation 2002 QSC&V Rewards
Program.
(u) "Restaurant" has the meaning specified in Section 6(a).
(v) "SAR Grant Information" means the written information provided by
the Special Program Committee to a Grantee detailing the specific terms of a
grant of Stock Appreciation Rights. The SAR Grant Information will state, among
other things, the number of Stock Appreciation Rights granted and the Grant
Date, the Grant Price, the Vesting Date and the Expiration Date of such Stock
Appreciation Rights.
(w) "Settlement Payment" has the meaning specified in Section 2(y).
(x) "Special Program Committee" has the meaning specified in Section
4(a).
(y) "Stock Appreciation Right(s)" or "SARs" means the right to
receive a payment (the "Settlement Payment"), in cash or in shares of Common
Stock (as determined by the Special Program Committee in its sole discretion),
equal to the excess of the Fair Market Value, on the date such Fair Market Value
is determined, of one share of Common Stock over the Grant Price of such right.
2
(z) "Termination of Relationship" of a Grantee means the termination
of the Grantee's status as an Owner/Operator.
(aa) "Top 20% Organizations" has the meaning specified in Section
6(b).
(bb) "Vesting Date" has the meaning specified in Section 8(a).
3. SCOPE OF THIS PLAN
The total number of Stock Appreciation Rights available for grant under
this Plan is 10,000,000, subject to adjustment as provided in Section 16. In
addition, the total number of shares of Common Stock available for issuance
pursuant to the exercise of Stock Appreciation Rights granted under this Plan is
10,000,000, subject to adjustment as provided in Section 16. If and to the
extent any Stock Appreciation Right shall expire or terminate for any reason
without having been exercised in full, or shall be forfeited or cancelled, such
Stock Appreciation Right shall become available for other grants.
4. ADMINISTRATION
(a) Subject to Section 4(b), this Plan shall be administered by a
special program committee appointed by the Board (the "Special Program
Committee"). The Special Program Committee shall be composed of officers of the
Company appointed by the Board to serve on the Special Program Committee at the
pleasure of the Board.
(b) The Board may, in its discretion, reserve for itself any or all
of the authority and responsibility of the Special Program Committee. To the
extent that the Board has reserved for itself the authority and responsibility
of the Special Program Committee, all references to the Special Program
Committee in this Plan shall be deemed to refer to the Board.
(c) The Special Program Committee shall have full and final
authority, in its discretion, but subject to the express provisions of this
Plan, as follows:
(i) to grant Stock Appreciation Rights,
(ii) to determine when Stock Appreciation Rights may be
granted,
(iii) upon exercise of a Stock Appreciation Right, to determine
whether the Settlement Payment shall be paid in either cash or shares of Common
Stock, and, if such Settlement Payment is to be paid in shares of Common Stock,
to submit such issuance for approval to the Board or a committee thereof as
required by law;
(iv) to interpret this Plan and to make all determinations
necessary or advisable for the administration of this Plan,
(v) to prescribe, amend, and rescind rules and regulations
relating to this Plan, including rules and regulations with respect to the
exercisability and cancellation of Stock Appreciation Rights upon the
Termination of Relationship of a Grantee,
(vi) to determine all terms and provisions of all Stock
Appreciation Rights, including without limitation any restrictions or
conditions, which shall be set forth in the SAR Grant Information and
3
which need not be identical, and, with the consent of the Grantee, to modify any
such SAR Grant Information at any time,
(vii) to delegate, to the extent permitted by law, any or all of
its duties and responsibilities under this Plan to any individual or group of
individuals it deems appropriate, and (A) the acts of such delegates shall be
treated hereunder as acts of the Special Program Committee and (B) such
delegates shall report to the Special Program Committee regarding the delegated
duties and responsibilities,
(viii) to accelerate the exercisability of, and to accelerate or
waive any or all of the restrictions and conditions applicable to, any Stock
Appreciation Rights for any reason, and
(xi) to impose such additional conditions, restrictions and
limitations upon the grant, exercise or retention of Stock Appreciation Rights
as the Special Program Committee may, before or concurrently with the grant
thereof, deem appropriate.
(d) The determination of the Special Program Committee on all matters
relating to this Plan or any SAR Grant Information shall be made in its sole
discretion, and shall be conclusive and final. No member of the Special Program
Committee shall be liable for any action or determination made in good faith
with respect to this Plan or any Stock Appreciation Rights.
5. ELIGIBILITY
Except as provided under "Section 6. Selection of Grantees--Material
Breach," Stock Appreciation Rights may be granted to any Owner/Operator of a
Restaurant, provided such Owner/Operator was serving in such capacity at both
the beginning of a Measurement Period and the end of that same Measurement
Period.
6. SELECTION OF GRANTEES
(a) Organizations. For purposes of administering the Plan, the
Special Program Committee will divide the McDonald's restaurants located in the
United States, except for those restaurants owned by the Company (each a
"Restaurant"), into organizations based on family or other significant ownership
relationships ("Organizations"). The assignment of a Restaurant to an
Organization will be determined by the Special Program Committee in its sole
discretion and will be for the sole purpose of administering the Plan. Prior to
the commencement of each Measurement Period, the Special Program Committee will
inform each Owner/Operator which Restaurants are included in such
Owner/Operator's Organization.
(b) Ranking. At the end of each Measurement Period, the Special
Program Committee will determine a numerical score for each Organization based
on the Measurement Tools. See "--Measurement Criteria." Those Organizations that
rank in the top 20% based on their numerical score will be deemed to be "Top 20%
Organizations" and the Owners/Operators of these Top 20% Organizations will be
granted 1,000 Stock Appreciation Rights for each Restaurant in their
Organization, subject to the terms and conditions of Section 6(e) and Section
6(f). If there is more than one Owner/Operator within a Top 20% Organization,
then the aggregate Stock Appreciation Rights to be granted will be divided
evenly among all the Owners/Operators within that Organization, with each
Owner/Operator receiving an equal number of Stock Appreciation Rights; provided,
however, that if all Owners/Operators within that Organization unanimously agree
in writing prior to the grant of the Stock Appreciation Rights that a different
division more appropriately reflects the efforts that produced that
Organization's score, the Special Program Committee, in its sole discretion, may
agree to the revised division and grant the Stock Appreciation Rights
accordingly.
4
(c) Measurement Period. Unless the Special Program Committee
determines otherwise, each measurement period ("Measurement Period") will be one
year, beginning on April 1 of each year and ending on March 31 of the following
year. The first Measurement Period will begin on April 1, 2002. The Special
Program Committee will determine in its sole discretion whether to continue the
Plan after the completion of the first Measurement Period on March 31, 2003. If
the Special Program Committee determines to continue the Plan for one or more
additional Measurement Periods, the Special Program Committee will notify all
Owners/Operators of such additional Measurement Period prior to its
commencement. Grants of Stock Appreciation Rights will generally be made
approximately 90 days after the end of each Measurement Period to allow for
administrative processing. No Stock Appreciation Rights may be granted after
December 31, 2012.
(d) Measurement Criteria. After the end of each Measurement Period,
the Special Program Committee will determine a numerical score for each
Organization. This organizational score will be equal to the average score
received by all of the Restaurants within such Organization. Restaurant scores
will be determined by the weighted results of the measurement tools (the
"Measurement Tools") which the Special Program Committee will apply to each
Restaurant during the Measurement Period. The initial Measurement Tools and
their relative weights are detailed on Appendix A hereto. The Special Program
Committee, in its sole discretion, may modify or revise these Measurement Tools
at any time; provided, however, the Special Program Committee shall provide
notice to all Owner/Operators prior to the effective date of any such
modification or revision. The application of the Measurement Tools to each
Restaurant will be conducted by the Special Program Committee or its designee
and the resulting scores will be determined by the Special Program Committee,
each in its sole discretion.
(e) Included and Excluded Restaurants. Prior to each April 1, the
Special Program Committee will provide each Owner/Operator with a list of
Restaurants that are to be included in such Owner/Operator's Organization for
the upcoming Measurement Period. Once a Measurement Period has commenced, the
Special Program Committee will not add additional Restaurants to an
Organization. If a Restaurant is not part of an Organization for the entire
Measurement Period (e.g., the Owner/Operator sells the Restaurant to or
purchases the Restaurant from another person who is not included in the
Owner/Operator's Organization, or a Restaurant is newly-opened or permanently
closed during the Measurement Period), the numerical score for that Restaurant
will be excluded in calculating the overall score for the Organization for that
Measurement Period, and that Restaurant will be excluded for purposes of
determining the number of SARs to be granted, if any. In addition, the numerical
score for any Restaurant that receives less than 75% of its scheduled
Measurement Tool reviews during any Measurement Period ("Minimum Requirements")
will be excluded in calculating the overall score for the Organization for that
Measurement Period. Notwithstanding the foregoing, the Special Program Committee
may make appropriate adjustments or waive the Minimum Requirements, if it
determines, in its sole discretion, that a Restaurant or group of Restaurants
failed to receive reviews or assessments due to the Company's administrative
procedures. See Appendix A.
(f) Material Breach. If the Company determines in its sole discretion
that an Owner/Operator is in Material Breach of the Owner/Operator's Franchise
Agreement at any point during a Measurement Period, such Owner/Operator's
Organization will not be eligible to be selected as a "Top 20% Organization"
regardless of the numerical score such Organization receives during the
Measurement Period (a "Disqualified Organization") and such Owner/Operator will
not be eligible to be receive grants of Stock Appreciation Rights under the
Plan. Furthermore, any other Owner/Operator whose Restaurants are included in
the Disqualified Organization will be deemed to be ineligible to received grants
of SARs. If the Company determines an Owner/Operator is not eligible to receive
grants of Stock Appreciation Rights due to a Material Breach of the
Owner/Operator's Franchise Agreement, the Special Program Committee will notify
such Owner/Operator and all other Owners/Operators whose Restaurants are
included in the Disqualified Organization.
5
7. NON-TRANSFERABILITY
Stock Appreciation Rights granted hereunder shall not be assignable or
transferable other than by will, intestate succession, or operation of law.
8. EXERCISE OF STOCK APPRECIATION RIGHTS; COMPANY OPTION TO PREPAY
(a) Vesting Date and Conditions. Each Stock Appreciation Right shall
become vested and exercisable on a date determined by the Special Program
Committee (the "Vesting Date"); provided, however, unless the Special Program
Committee determines otherwise, the Vesting Date of each Stock Appreciation
Right shall be the first anniversary of the Grant Date of such Stock
Appreciation Right. A Grantee must remain an Owner/Operator through the Vesting
Date of the Stock Appreciation Rights for such Stock Appreciation Rights to
become vested and exercisable by the Grantee. Except as provided below under
"--Death and Disability," if a Grantee ceases to be an Owner/Operator prior to
the Vesting Date of a Stock Appreciation Right then such Stock Appreciation
Right shall be deemed forfeited and shall be cancelled by the Special Program
Committee.
(b) Settlement Payment. In accordance with the procedures established
by the Special Program Committee, a Grantee may exercise his or her Stock
Appreciation Rights on or after the Vesting Date thereof and, upon such
exercise, shall be entitled to receive the Settlement Payment from the Company.
The Special Program Committee may elect in its sole discretion to have the
Company pay the Settlement Payment in the form of either cash or shares of
Common Stock. If the Special Program Committee elects to have the Settlement
Payment paid in the form of shares of Common Stock, the number of shares of
Common Stock to be paid shall be equal to the quotient of (1) the value of the
Settlement Payment to be received divided by (2) the Fair Market Value used to
determine the Settlement Payment; provided, however, cash shall be paid by the
Company in lieu of any fractional shares that might otherwise have been payable
pursuant to this provision. The Grantee shall be responsible for any taxes due
or payable by the Grantee as a result of the receipt or exercise of a Stock
Appreciation Right.
(c) Exercise Procedures. The Special Program Committee shall
determine the procedures pursuant to which a Grantee may exercise Stock
Appreciation Rights and shall include a written description of such procedures
along with any necessary forms with such Grantee's SAR Grant Information.
(d) Expiration Date. Each Stock Appreciation Right shall expire and
all rights, including the right to receive cash or shares of Common Stock, shall
cease at the close of business on a date determined by the Special Program
Committee (the "Expiration Date"); provided, however, unless the Special Program
Committee determines otherwise, the Expiration Date of each Stock Appreciation
Right shall be the fifth anniversary of the Grant Date of such Stock
Appreciation Right.
(e) Company Option to Repurchase. Notwithstanding any other provision
in this Plan, the Board may elect at any time to cancel any or all outstanding
Stock Appreciation Rights and to terminate all rights and benefits the holders
thereof may have in connection with such Stock Appreciation Rights (including
the right to receive the Settlement Payment), upon a finding by the Board, in
its sole discretion, that (1) there has occurred a fundamental change of
circumstances which frustrates the purpose of the Plan or which makes it
unlikely that the objectives of the Plan can be achieved or (2) it is necessary
or appropriate to do so, in light of any change to, or new interpretation of,
any law, regulation or rule, including accounting rules, applicable to the Plan
that has an adverse affect upon the Company or participants in the Plan. Such
cancellation shall be in exchange for a payment of cash, shares of Common Stock,
other property or a combination thereof having an aggregate value equal to the
Call Value of such Stock Appreciation Rights. The "Call Value" of a Stock
Appreciation Right shall be equal to the greater of either (A) 25% of the Grant
Price of such Stock Appreciation Right or (B) the Settlement Payment that would
have otherwise been paid on such Stock Appreciation Right if it had been
exercised by the Grantee on the date the Company elected to repurchase.
6
(f) Automatic Exercise. If a Grantee has not exercised a Stock
Appreciation Right by the close of business of the Expiration Date of such Stock
Appreciation Right, the Special Program Committee will deem such SAR to have
been exercised on the Expiration Date and will forward to the Grantee the
appropriate Settlement Payment.
9. TERMINATION OF RELATIONSHIP
(a) For Material Breach. If a Grantee has a Termination of
Relationship because of a Material Breach, the Special Program Committee shall
immediately cancel all of such Grantee's unexercised Stock Appreciation Rights
(whether vested or unvested) and such Grantee shall not be entitled to any
compensation or consideration of any type for such cancellation. If the Special
Program Committee cancels a Grantee's unexercised Stock Appreciation Rights
pursuant to this provision, the Special Program Committee and/or the Company
will notify such Grantee of such cancellation; provided, however, that a notice
of default issued pursuant to the Grantee's Franchise Agreement shall be deemed
to satisfy this notice provision (but shall not be the sole means of satisfying
such notice provision).
(b) Death or Disability. If a Grantee has a Termination of
Relationship due to the Grantee's death or permanent disability the Grantee's
Stock Appreciation Rights, whether or not vested on the date of such Termination
of Relationship, will be deemed to have become vested immediately and may be
exercised, in whole or in part, at any time until the Expiration Date of such
Stock Appreciation Rights by his or her personal representative or by the person
to whom the Stock Appreciation Rights are transferred by will or the applicable
laws of descent and distribution.
(c) Any Other Reason. If a Grantee has a Termination of Relationship
for a reason other than those specified in Section 9(a) and Section 9(b), any
vested Stock Appreciation Rights may be exercised by the Grantee until the
Expiration Date of such Stock Appreciation Rights and any unvested Stock
Appreciation Rights will be deemed forfeited and will be cancelled by the
Special Program Committee.
(d) Special Program Committee Discretion. Notwithstanding the
foregoing, the Special Program Committee may determine that the consequences of
a Termination of Relationship for specific Stock Appreciation Rights will differ
from those provided in this Section.
10. SECURITIES LAW MATTERS
(a) If the Special Program Committee deems it necessary to comply
with the Securities Act of 1933, as amended, and the regulations and rulings
thereunder, the Special Program Committee may require a written investment
intent representation by the Grantee.
(b) If, after discussion with counsel for the Company, the Special
Program Committee determines that the exercise or nonforfeitability of, or
delivery of benefits pursuant to, any Stock Appreciation Rights would violate
any applicable provision of (i) U.S. federal or state securities law or (ii) the
listing requirements of any national securities exchange on which are listed any
of the Company's equity securities, then the Special Program Committee may
postpone any such exercise, nonforfeitability or delivery, as the case may be,
but the Company shall use its commercially reasonable best efforts to cause such
exercise, nonforfeitability or delivery to comply with all such provisions at
the earliest practicable date.
7
11. FUNDING
Benefits payable under this Plan to any Person shall be paid directly
by the Company. The Company shall not be required to fund, or otherwise
segregate assets to be used for payment of, benefits under this Plan.
12. NO ADDITIONAL RIGHTS
Neither the establishment of this Plan, nor the granting of any Stock
Appreciation Rights, shall be construed to give any Grantee any benefits not
specifically provided by this Plan. The grant of Stock Appreciation Rights is
not a franchise contract (or an amendment or supplement thereto).
13. RIGHTS AS A SHAREHOLDER
A Grantee shall not, by reason of any grant of Stock Appreciation
Rights, have any right as a shareholder of the Company.
14. NON-UNIFORM DETERMINATIONS
Neither the Special Program Committee's nor the Board's determinations
under this Plan need be uniform, and may be made by the Special Program
Committee or the Board selectively among individuals who receive, or are
eligible to receive, Stock Appreciation Rights (whether or not such individuals
are similarly situated). Without limiting the generality of the foregoing, the
Special Program Committee shall be entitled, among other things, to make
non-uniform and selective determinations as to (a) the identity of the Grantees,
(b) the terms and provisions of specific grants of Stock Appreciation Rights and
(c) the treatment, under Section 9, of Termination of Relationship.
15. MERGERS AND OTHER TRANSACTIONS; LIQUIDATION
(a) In the case of a merger, consolidation, recapitalization, spinoff
or similar corporate transaction resulting in a reclassification or other change
in the Common Stock, the Special Program Committee will make an appropriate
adjustment to any outstanding Stock Appreciation Rights. The adjustment may
include adjusting Stock Appreciation Rights to constitute stock appreciation
rights relating to the stock of the corporation surviving the merger or
transaction, or cancellation of the Stock Appreciation Rights for cash or other
property. Any adjustment or cancellation to outstanding Stock Appreciation
Rights pursuant to this Section 15 will be made by the Special Program Committee
in its sole discretion.
(b) Upon the complete liquidation of the Company, any outstanding
Stock Appreciation Rights will be cancelled, except as otherwise provided above
in connection with a merger, consolidation or reorganization of the Company.
Upon the approval of a plan of liquidation by the Company's shareholders, the
Special Program Committee, in its sole discretion, may accelerate the
exercisability of any outstanding Stock Appreciation Rights.
16. ADJUSTMENTS
Upon a stock dividend, stock split, reverse stock split, stock rights
offering, or similar event of or by the Company, the Special Program Committee
shall make such adjustments (if any) as it deems appropriate
8
and equitable, in its sole discretion, to provide the holders of any outstanding
Stock Appreciation Rights the equivalent economic benefits they would have
otherwise received, to include adjusting the following:
(a) the number and Grant Price of the outstanding Stock Appreciation
Rights, and
(b) the Fair Market Value to be used to determine the amount of the
Settlement Payment upon exercise of outstanding Stock Appreciation Rights.
17. AMENDMENT OF THIS PLAN
The Special Program Committee may from time to time in its discretion
amend or modify this Plan or the terms of any outstanding Stock Appreciation
Right; provided, however, that except as provided in this Plan no such amendment
shall materially adversely affect any previously-granted Stock Appreciation
Rights without the consent of the Grantee.
18. TERMINATION OF THIS PLAN
This Plan shall terminate on the 10th anniversary of the Effective Date
or at such earlier time as the Board may determine. Except as provided in this
Plan, any termination, whether in whole or in part, shall not affect any Stock
Appreciation Rights then outstanding under this Plan.
19. NO ILLEGAL TRANSACTIONS
This Plan and all Stock Appreciation Rights granted pursuant to it are
subject to all laws and regulations of any governmental authority that may be
applicable thereto; and, notwithstanding any provision of this Plan or any Stock
Appreciation Right, Grantees shall not be entitled to exercise Stock
Appreciation Rights or receive the benefits thereof and the Company shall not be
obligated to pay any benefits to a Grantee if such exercise, delivery, receipt
or payment of benefits would constitute a violation by the Grantee or the
Company of any provision of any such law or regulation.
20. CONTROLLING LAW
The law of the State of Illinois, except its law with respect to choice
of law, shall be controlling in all matters relating to this Plan.
21. SEVERABILITY
If all or any part of this Plan is declared by any court or
governmental authority to be unlawful or invalid, such unlawfulness or
invalidity shall not serve to invalidate any portion of this Plan not declared
to be unlawful or invalid. Any Section or part of a Section so declared to be
unlawful or invalid shall, if possible, be construed in a manner that will give
effect to the terms of such Section or part of a Section to the fullest extent
possible while remaining lawful and valid.
* * *
9
Appendix A
----------
Measurement Tools
-----------------
For the initial Measurement Period commencing April 1, 2002, Restaurant scores
will be determined by the weighted results of the following three Measurement
Tools which the Special Program Committee or its designees will apply to each
Restaurant during the Measurement Period:
Operations reviews: Four operations reviews will be conducted for
each Restaurant during the Measurement Period. The operations
reviews will consist of one initial full operations review, one
follow-up full operations review and two short operations
reviews. The Special Program Committee will provide a numerical
score for each of the four reviews based on the results of the
Quality, Service and Cleanliness portions of these reviews. These
scores will then be weighted so that each full operations review
will count for 30% of the operations review score and each short
operations review will count for 20% of the operations review
score. A weighted average of these four scores will count for 40%
of the overall Restaurant score.
Mystery shops: Between three and five third-party assessments of
each Restaurant's performance will be conducted during each
quarter of the Measurement Period. The mystery shop assessments
will measure individual Restaurant performance from the
perspective of the customer. The average of all mystery shop
scores for the period will count for 40% of the overall
Restaurant score.
Employee commitment: Employee satisfaction and commitment will be
measured for each Restaurant during the Measurement Period based
on the results of an employee commitment survey and the People
Review section of the initial full operations review and the
follow-up full operations review for that Measurement Period. The
Special Program Committee will provide a numerical score for each
Restaurant based on these results. This score will count for 20%
of the overall Restaurant score.
The Special Program Committee, in its sole discretion, may modify or
revise these Measurement Tools at any time; provided, however, the Special
Program Committee shall provide notice to all Owner/Operators prior to the
effective date of any such modification or revision. The application of the
Measurement Tools to each Restaurant will be conducted by the Special Program
Committee or its designee and the resulting scores will be determined by the
Special Program Committee, each in its sole discretion.
* * *
10
Dates Referenced Herein and Documents Incorporated By Reference
| Referenced-On Page |
|---|
| This S-3 Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 2/13/02 | | 1 |
| Filed On / Filed As Of | | 2/15/02 |
| | 4/1/02 | | 5 | | 10 |
| | 3/31/03 | | 5 | | | | | 10-Q |
| | 12/31/12 | | 5 |
| |
| Top | | List All Filings |
Filing Submission - Alternative Formats (Word / Rich Text, HTML, Plain Text, SGML, XML, et al.)
Copyright © 2009 Fran Finnegan & Company. All Rights Reserved.
About – Privacy – Redactions – Help —
Sun, 5 Jul 20:43:45.2 GMT 