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”).
MASTER LICENSE AGREEMENT Dated [ ], 2016 Between YUM! RESTAURANTS ASIA PTE. LTD. And YUM RESTAURANTS CONSULTING (SHANGHAI) COMPANY LIMITEDMaster License Agreement • September 19th, 2016 • Yum China Holdings, Inc. • Retail-eating places • Texas
THIS MASTER LICENSE AGREEMENT (this “Agreement”) is made and entered into this [ ] day of [ ], 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”.
FORM OF YUM CHINA HOLDINGS, INC. SHAREHOLDERS AGREEMENTShareholder Agreement • September 19th, 2016 • Yum China Holdings, Inc. • Retail-eating places • Delaware
SHAREHOLDERS AGREEMENT, dated as of [October 31], 2016 (as it may be amended from time to time, this “Agreement”), among (i) Yum China Holdings, Inc., a Delaware corporation (the “Company”), (ii) Pollos Investment L.P., a Cayman Islands Limited Partnership (“PV”), and (iii) API (Hong Kong) Investment Limited (“AF”) (each of AF and PV an “Investor” and collectively, the “Investors”). The Investors, collectively with the Company, are referred to herein as the “Parties”.
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN YUM! BRANDS, INC. AND YUM CHINA HOLDINGS, INC. DATED AS OF , 2016Employee Matters Agreement • September 19th, 2016 • Yum China Holdings, Inc. • Retail-eating places • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of [·], 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. LONG TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • September 19th, 2016 • Yum China Holdings, Inc. • Retail-eating places • Delaware
This RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) is made as of day of November, 2016 between YUM CHINA HOLDINGS, INC., a Delaware corporation (the “Company”), and [insert] (“Participant”).
YUM CHINA HOLDINGS, INC. LONG TERM INCENTIVE PLAN YUM CHINA STOCK APPRECIATION RIGHTS AGREEMENTYum China Stock 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”).
