Description of Restricted Stock Unit Grant to Andrew J. McKenna by McDonald’s Corporation

Summary

McDonald’s Corporation granted Andrew J. McKenna, its non-executive Chairman, 9,474 restricted stock units (RSUs) on June 14, 2012, as recognition for his responsibilities. Each RSU entitles Mr. McKenna to receive either one share of McDonald’s common stock or an equivalent cash amount upon settlement. The RSUs will be settled either one year after the grant date or upon Mr. McKenna’s retirement, whichever is later. Immediate settlement occurs if he dies or becomes disabled. Previous similar RSU grants from 2005 to 2011 are also referenced.

EX-10.(N) 3 d367139dex10n.htm DESCRIPTION OF RESTRICTED STOCK UNITS GRANTED TO ANDREW J. MCKENNA Description of Restricted Stock Units granted to Andrew J. McKenna

Exhibit 10(n)

In recognition of his responsibilities as non-executive Chairman and upon the recommendation of the Governance Committee of the Board of Directors (“Board”) of McDonald’s Corporation (the “Company”), the Compensation Committee of the Board awarded Andrew J. McKenna a grant of 9,474 restricted stock units (“RSUs”) on June 14, 2012. Each RSU represents the right to receive, on the settlement date, one share of the Company’s common stock or, at the Company’s discretion, cash equal to the fair market value thereof. The RSUs will be settled on the later of (i) one year from the date of grant or (ii) Mr. McKenna’s retirement from the Board. The RSUs will immediately be settled upon Mr. McKenna’s death or if his service on the Board terminates because he becomes disabled.

Mr. McKenna also received previous grants of RSUs, on the same terms as described herein, as follows: 10,434 RSUs in 2011, 12,453 RSUs in 2010, 14,388 RSUs in 2009, 14,222 RSUs in 2008, 17,000 RSUs in 2007, 15,000 RSUs in 2006 and 10,000 RSUs in 2005. The prior grants are disclosed in Exhibit 10(o) to Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on August 5, 2011; Exhibit 10(p) to Form 10-Q filed with the SEC on August 5, 2010; Exhibit 10(q) to Forms 10-Q filed with the SEC on August 6, 2009, August 6, 2008 and August 6, 2007, respectively, and on Forms 8-K filed with the SEC on May 31, 2006 and May 16, 2005, respectively.