YUM CHINA HOLDINGS, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Rights Agreement Dated as of October 27, 2016Rights Agreement • October 27th, 2016 • Yum China Holdings, Inc. • Retail-eating places • Delaware
Rights Agreement, dated as of October 27, 2016, between Yum China Holdings, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as rights agent (the “Rights Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 1st, 2016 • Yum China Holdings, Inc. • Retail-eating places • Delaware
AGREEMENT, dated as of , , by and between Yum China Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and the undersigned (the “Indemnitee”).
MASTER LICENSE AGREEMENT Dated October 31, 2016 Between YUM! RESTAURANTS ASIA PTE. LTD. And YUM RESTAURANTS CONSULTING (SHANGHAI) COMPANY LIMITEDMaster License Agreement • November 1st, 2016 • Yum China Holdings, Inc. • Retail-eating places • Texas
THIS MASTER LICENSE AGREEMENT (this “Agreement”) is made and entered into this 31st day of October, 2016 (the “Effective Date”) by and between Yum! Restaurants Asia Pte. Ltd., a private limited company organized and existing under the laws of Singapore, having its offices at 99 Bukit Timah Road, #06-00, Singapore 229835 as “master licensee” (for purposes of this Agreement, “Licensor”), and Yum Restaurants Consulting (Shanghai) Company Limited, a company organized under the laws of the People’s Republic of China, having its offices at 16/F Two Grand Gateway, 3 Hongqiao Road, Shanghai, the People’s Republic of China as “master sublicensee” (for purposes of this Agreement, “Licensee”). Licensor and Licensee are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
INVESTMENT AGREEMENT DATED AS OF SEPTEMBER 1, 2016 AMONG YUM! BRANDS, INC., YUM CHINA HOLDINGS, INC. AND POLLOS INVESTMENT L.P.Investment Agreement • September 19th, 2016 • Yum China Holdings, Inc. • Retail-eating places • Delaware
INVESTMENT AGREEMENT, dated as of September 1, 2016 (this “Agreement”), among Yum! Brands, Inc., a North Carolina corporation (“Parent”); Yum China Holdings, Inc., a Delaware corporation and, as of the date hereof (prior to, and without giving effect to, the Investment (as defined below) contemplated hereby and the Distribution (as defined below)), a wholly owned subsidiary of Parent (the “Company”); and Pollos Investment L.P., a Cayman Islands limited partnership (the “Investor” and, collectively with Parent and the Company, the “Parties”).
YUM CHINA HOLDINGS, INC. SHAREHOLDERS AGREEMENT Dated as of November 1, 2016Shareholders Agreement • November 1st, 2016 • Yum China Holdings, Inc. • Retail-eating places • Delaware
This letter agreement is being entered into at the request of [ ], a [jurisdiction of organization] [type of entity] (the “Borrower”), in connection with (i) the Margin Loan Agreement dated as of [ ], 20[ ] between the Borrower and [Bank], as lender (the “Lender”) (as amended and supplemented from time to time, the “Margin Loan Agreement”) and (ii) the Pledge Agreement related thereto dated as of [ ], 20[ ] among the Borrower, the Lender and [Bank] as collateral agent (the “Collateral Agent”) (as amended and supplemented from time to time, the “Pledge Agreement”, and the transactions contemplated by the Margin Loan Agreement and the Pledge Agreement, collectively, the “Transactions”). Pursuant to the Pledge Agreement, the Lender is acquiring a security interest in, inter alia, certain shares of common stock of [Yum China Holdings, Inc.] (the “Company”) currently held by the Borrower (the “Common Stock”) to secure the Borrower’s obligations under the Margin Loan Agreement (such pledged
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN YUM! BRANDS, INC. AND YUM CHINA HOLDINGS, INC. DATED AS OF OCTOBER 31, 2016Employee Matters Agreement • November 1st, 2016 • Yum China Holdings, Inc. • Retail-eating places • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of October 31, 2016, is by and between Yum! Brands, Inc., a North Carolina corporation (“YUM”), and Yum China Holdings, Inc., a Delaware corporation (“SpinCo”).
YUM CHINA HOLDINGS, INC. 2022 LONG TERM INCENTIVE PLAN PERFORMANCE UNIT AGREEMENTPerformance Unit Agreement • May 8th, 2023 • Yum China Holdings, Inc. • Retail-eating places • Delaware
This PERFORMANCE UNIT AGREEMENT (“Agreement”) is made as of the Grant Date set forth in the Award Notice between YUM CHINA HOLDINGS, INC., a Delaware corporation (the “Company”), and the individual named in the Award Notice (“Participant”).
YUM CHINA HOLDINGS, INC. 2022 LONG TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 8th, 2023 • Yum China Holdings, Inc. • Retail-eating places • Delaware
This RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) is made as of the Grant Date set forth above between YUM CHINA HOLDINGS, INC., a Delaware corporation (the “Company”), and [insert] (“Participant”).
TAX MATTERS AGREEMENT BY AND AMONG YUM! BRANDS, INC., YUM CHINA HOLDINGS, INC. AND YUM RESTAURANTS CONSULTING (SHANGHAI) COMPANY LIMITED DATED AS OF OCTOBER 31, 2016Tax Matters Agreement • November 1st, 2016 • Yum China Holdings, Inc. • Retail-eating places • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”), dated as of October 31, 2016, is by and among Yum! Brands, Inc., a North Carolina corporation (“YUM”), Yum China Holdings, Inc., a Delaware corporation (“SpinCo”), and Yum Restaurants Consulting (Shanghai) Company Limited, a company organized under the Laws of the People’s Republic of China (“YCCL”).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN YUM! BRANDS, INC., YUM RESTAURANTS CONSULTING (SHANGHAI) COMPANY LIMITED ANDSeparation and Distribution Agreement • November 1st, 2016 • Yum China Holdings, Inc. • Retail-eating places • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of October 31, 2016, is by and among Yum! Brands, Inc., a North Carolina corporation (“YUM”), Yum Restaurants Consulting (Shanghai) Company Limited (“YCCL”), a company organized under the Laws of the People’s Republic of China, and Yum China Holdings, Inc., a Delaware corporation (“SpinCo”, and, together with YCCL, the “SpinCo Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
GUARANTY FOR MLAGuaranty for Mla • November 1st, 2016 • Yum China Holdings, Inc. • Retail-eating places • Texas
Yum China Holdings, Inc., a Delaware corporation (“Guarantor”), hereby executes this Guaranty (this “Guaranty”), which shall be deemed a part of the Master License Agreement (including, for the avoidance of doubt, the Exhibits thereto, the “Agreement”) between Yum! Restaurants Asia Pte. Ltd., a private limited company organized and existing under the laws of Singapore (“YRAPL”), and Yum Restaurants Consulting (Shanghai) Company Limited, a company organized under the laws of the People’s Republic of China (“YCCL”), for purposes of making the following guaranty in favor, and for the benefit, of YRAPL.
TRANSITION SERVICES AGREEMENT BY AND BETWEEN YUM! BRANDS, INC. AND YUM CHINA HOLDINGS, INC. DATED AS OF OCTOBER 31, 2016Transition Services Agreement • November 1st, 2016 • Yum China Holdings, Inc. • Retail-eating places • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of October 31, 2016 is by and between Yum! Brands, Inc., a North Carolina corporation (“YUM”) and Yum China Holdings, Inc., a Delaware corporation (“SpinCo”).
NAME LICENSE AGREEMENTName License Agreement • November 1st, 2016 • Yum China Holdings, Inc. • Retail-eating places • Texas
THIS NAME LICENSE AGREEMENT (this “Agreement”) is made effective as of October 31, 2016 (the “Effective Date”) by and between Yum! Brands, Inc., a North Carolina corporation having its principal place of business at 1441 Gardiner Lane, Louisville, Kentucky 40213 (“Licensor”), and Yum China Holdings, Inc., a Delaware corporation having its principal place of business at 16/F Two Grand Gateway, 3 Hong Qiao Road, Shanghai 200030, People’s Republic of China (“Licensee”) (each, a “Party,” and collectively, the “Parties”).
Y&L COFFEE LIMITED LONG TERM INCENTIVE PLAN PERFORMANCE SHARE AGREEMENTPerformance Share Agreement • February 11th, 2022 • Yum China Holdings, Inc. • Retail-eating places • Hong Kong
This Performance Share Agreement is made as of the [Insert] day of [Insert], 2022 (the “Grant Date”), by and between Y&L Coffee Limited, a Hong Kong company having its registered office at [Insert] (the “Company”), and [Insert] (the “Participant”).
THIS CONFIRMATORY LICENSE AGREEMENT (this "AGREEMENT") is dated as of January 1, 2020 (the "Effective Date"), BY AND BETWEEN:Confirmatory License Agreement • February 26th, 2021 • Yum China Holdings, Inc. • Retail-eating places • Texas
In consideration of the foregoing and the mutual covenants and consideration set forth herein, the receipt and sufficiency of which are hereby acknowledged, Licensor and Licensee agree as follows:
YUM CHINA HOLDINGS, INC. 2022 LONG TERM INCENTIVE PLAN STOCK APPRECIATION RIGHTS AGREEMENTStock Appreciation Rights Agreement • May 8th, 2023 • Yum China Holdings, Inc. • Retail-eating places • Delaware
This STOCK APPRECIATION RIGHTS AGREEMENT (“Agreement”) is made as of the Grant Date set forth above between YUM CHINA HOLDINGS, INC., a Delaware corporation (the “Company”), and [insert] (“Participant”).
July 13, 2023 Aiken Yuen STRICTLY PRIVATE & CONFIDENTIAL Dear Aiken, Transition and Advisor AgreementTransition and Advisor Agreement • July 17th, 2023 • Yum China Holdings, Inc. • Retail-eating places
We have received your letter dated July 13, 2023 to step down from the role of Chief People Officer of Yum China Holdings, Inc. (the “Company”, together with its subsidiaries, the “Company Group”), effective August 1, 2023. In recognition of your expertise within the organization and in order to ensure a smooth transition of your duties, we are pleased to offer you the following terms and conditions of your employment with Yum China under this Transition and Advisor Agreement (“Agreement”):
TRANSITION AGREEMENTTransition Agreement • October 5th, 2017 • Yum China Holdings, Inc. • Retail-eating places • Texas
This Transition Agreement (the “Agreement”) is entered into on this 29th day of September, 2017, by and between Yum China Holdings, Inc. a Delaware corporation, and Micky Pant (“Executive”). Unless the context indicates otherwise, the term “Company” means and includes Yum China Holdings, Inc., its successors, assigns, parents, subsidiaries, divisions and/or affiliates (whether incorporated or unincorporated), all of its related entities, and all of the past and present directors, officers, trustees, agents and employees of each.
Term Employment AgreementTerm Employment Agreement • March 22nd, 2019 • Yum China Holdings, Inc. • Retail-eating places • Shanghai
Upon your relinquishing your current role as Chief Legal Officer & Corporate Secretary of Yum China Holdings, Inc. (“YUMC”), we are pleased to offer you the subject Term Employment Agreement (“Agreement”) with Yum! Restaurants Consulting (Shanghai) Co., Ltd. (the “Company”) under the following terms and conditions:
Senior Advisor Service Contract Dear Chris,Yum China Holdings, Inc. • November 8th, 2021 • Retail-eating places
We are pleased to offer you the subject Term Contract (“Contract”) with Yum China Holdings, Inc. (“the Company” or “Yum China”) under the following terms and conditions:
December 13, 2023 Joseph Chan Dear Joseph, Transition and Advisor AgreementTransition and Advisor Agreement • December 15th, 2023 • Yum China Holdings, Inc. • Retail-eating places
We have received your letter dated December 12, 2023 to step down from the role of Chief Legal Officer of Yum China Holdings, Inc. (the “Company”, together with its subsidiaries, the “Company Group”), effective December 31, 2023. In recognition of your expertise within the organization and in order to ensure a smooth transition of your duties, we are pleased to offer you the following terms and conditions of your continued employment with the Company under this Transition and Advisor Agreement (“Agreement”):
YUM CHINA HOLDINGS, INC. LONG TERM INCENTIVE PLAN YUM CHINA STOCK APPRECIATION RIGHTS AGREEMENTStock Appreciation Rights Agreement • September 19th, 2016 • Yum China Holdings, Inc. • Retail-eating places • Delaware
This Yum China Stock Appreciation Rights Agreement is made as of the day of November, 2016, by and between Yum China Holdings, Inc., a Delaware corporation having its principal office at [Insert] (the “Company”), and [Insert] (the “Participant”).
DATED August 31, 2020 YUM CHINA HOLDINGS, INC. GOLDMAN SACHS (ASIA) L.L.C. CITIGROUP GLOBAL MARKETS ASIA LIMITED CMB INTERNATIONAL CAPITAL LIMITED UBS AG HONG KONG BRANCH AND THE HONG KONG UNDERWRITERS (whose names appear in Schedule 1) HONG KONG...Yum China Holdings, Inc. • September 8th, 2020 • Retail-eating places • Hong Kong
December 13, 2023 Johnson Huang Dear Johnson, Transition and Advisor AgreementYum China Holdings, Inc. • December 15th, 2023 • Retail-eating places
In connection with your stepping down from the role of Chief Customer Officer (“CCO”) of Yum China Holdings, Inc. (the “Company”, together with its subsidiaries, the “Company Group”), effective December 31, 2023, and in recognition of your expertise within the organization and in order to ensure a smooth transition of your duties, we are pleased to offer you the following terms and conditions of your continued employment with the Company under this Transition and Advisor Agreement (“Agreement”):
Pollos Investment L.P. c/o Primavera Capital Limited 28th Floor, 28 Hennessy Road Hong Kong Attention: Ena Leung API (Hong Kong) Investment Limited c/o Zhejiang Ant Small and Micro Financial Services Group Co., Ltd. Block B, Dragon Times Plaza, 18...Investment Agreement • March 8th, 2017 • Yum China Holdings, Inc. • Retail-eating places • Delaware
This letter agreement (the “Letter Agreement”) constitutes Investors’ prior written consent under Section 4.1(b) of each Investment Agreement with respect to the Certificate Amendment and Bylaws Amendment (each, as defined below) as well as sets forth the agreement between the Investors, Parent and the Company with respect to an amendment to the Form of Shareholders Agreement attached as Exhibit H to each Investment Agreement. Capitalized terms used in this letter but not defined herein shall have the meanings set forth in the Investment Agreements.
Yum China Holdings, Inc. Common Stock (par value US$0.01 per share) International Underwriting AgreementInternational Underwriting Agreement • September 8th, 2020 • Yum China Holdings, Inc. • Retail-eating places • Hong Kong
