Senior Director Appointment and Retirement Agreement between McDonald's Corporation and Gordon C. Gray

Summary

This agreement confirms that Gordon C. Gray will retire from McDonald's Board of Directors in line with company policy and will serve as a Senior Director starting after the 2001 Annual Meeting. As Senior Director, Mr. Gray may attend Board and certain Committee meetings without voting rights, will serve one-year terms (up to two years), and will receive compensation similar to Directors except for Committee meetings. He will also be indemnified by the company. The agreement is effective upon acceptance and is signed by both parties.

EX-10.I 4 dex10i.txt LETTER AGREEMENT - GORDON C. GRAY Exhibit 10(i) (McDonald's Corporation Letterhead) March 20, 2001 Mr. Gordon C. Gray Rio Algom Limited 120 Adelaide Street West Suite 2600 Toronto, Ontario M 5H 1W5 Canada Dear Gordon: This letter will acknowledge your agreement to retire as a member of the Board of Directors pursuant to the retirement policy for Directors, and to serve as a Senior Director of McDonald's Corporation, effective immediately following the Company's 2001 Annual Meeting of Shareholders, scheduled to be held on May 17, 2001. As you know, your service as a Senior Director shall be at the pleasure of the Board on the following terms and conditions: . Senior Directors may attend Board meetings and meetings of Committees upon which they served at the time of their retirement as Directors, but shall not have the right to vote at any such meeting. . Senior Directors shall be designated annually for a one-year term, but may not serve more than two such one-year terms. . Senior Directors shall be compensated in the same manner as Directors, except that Senior Directors shall not be compensated for attending Committee meetings. . Senior Directors shall be expressly indemnified by resolution of the Board of Directors under the provisions of the Company's By-Laws. . On behalf of the Board of Directors, we thank you for your willingness to continue to share your advise and counsel with the Board and McDonald's management. Sincerely, /s/ Donald G. Lubin Donald G. Lubin Chairman, Nominating and Corporate Governance Committee /s/ Jack M. Greenberg Jack M. Greenberg Chairman and Chief Executive Officer Accepted as of March 21, 2001 /s/ Gordon C Gray Gordon C. Gray