YUM CHINA HOLDINGS, INC.
CHANGE IN CONTROL SEVERANCE PLAN
(Effective September 27, 2019)
In order to secure the continued services of certain key management employees of Yum China Holdings, Inc. ( Yum China or the Company which may also refer to an Affiliate of Yum China as the case may be) and Affiliates of the Company, and to ensure their continued dedication to their duties in the event of any threat or occurrence of a Change in Control of Yum China, the Board of Directors of Yum China (the Board) has adopted this Change in Control Severance Plan (as it may be amended pursuant to the terms hereof, this Plan).
SECTION 1. Definitions. For purposes of this Plan, the following terms shall have the meanings set forth below:
Accrued Bonus shall mean a Participants accrued, but unpaid as of a Participants Termination Date, annual cash bonus for any completed fiscal year of the Company or its applicable Affiliate preceding a Participants Termination Date.
Affiliate shall mean, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with, the Person in question. As used herein, the term control means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.
Annual Bonus shall mean the greater of (A) a Participants target annual cash bonus for the calendar year in which the Participants Termination Date occurs and (B) the most recent annual cash bonus paid by the Company or its Affiliates to the Participant. For the avoidance of doubt, Annual Bonus shall include annual cash bonus received by the Participant from the Company and all of its Affiliates.
Beneficiary shall mean the person or entity designated by Participant, by written instrument delivered to the Company, to receive the benefits payable under this Plan in the event of Participants death. If Participant fails to designate a Beneficiary, or if no Beneficiary survives Participant, such death benefits shall be paid to the Participants estate.
Cause shall have the meaning set forth in any then applicable employment or other similar written agreement (including such similar term or concept, as determined by the Committee) between Participant and the Company or an Affiliate, subject to the relevant provisions of the PRC Law to the extent mandatorily and preemptively applicable. If there is no such written agreement or if such agreement does not define Cause, the term Cause shall mean (i) the willful failure by Participant to perform Participants duties with the Company or its Affiliates (other than any such failure resulting from Participants incapacity due to physical or mental illness), (ii) Participants willful misconduct that is demonstrably and materially injurious to the Company or its Affiliates, monetarily or otherwise, (iii) Participants commission of acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude, (iv) Participants conviction or plea of no contest to a felony (or equivalent crime in the Peoples Republic of China) or a crime of moral turpitude, or (v) any terminable events under the Companys Code of Conduct, subject to the relevant provisions of the PRC Law to the extent mandatorily and preemptively applicable.