Vesting Contract Clauses (4,221)

Vesting. The Committee shall determine the achievement of the Performance Goals in writing prior to the settlement of the Performance Shares. If a Performance Goal is not achieved prior to the expiration of the Performance Period, the Performance Shares associated with such Performance Goal shall be forfeited for no consideration; provided, further, if neither a Corporate Transaction nor IPO is achieved prior to the expiration of the Liquidity Performance Period, the entire Performance Share Award shall ...be forfeited for no consideration. The later of the date on which US FORM the Performance Goal and the IPO or Corporate Transaction, as applicable, is achieved shall be referred to as the "Vesting Date." Performance Goal Weighting Metric Topline Performance 25% Rolling Last Four Quarters Revenue(1) to achieve RMB606 million Store-Level Profitability 25% Rolling Last Four Quarters to achieve UC(2) breakeven Brand-level Profitability 25% Rolling Last Four Quarters to achieve Operating Profit(3) breakeven Business Scale 25% Net store count (4) to reach 1,000 (1)"Revenue" shall be defined as total revenues, on a consolidated basis, of the Company and its subsidiaries, as reported on the consolidated statements of income. (2)"UC" shall be defined as Company restaurant profits calculated as Company sales less expenses incurred directly by our Company-owned restaurants in generating Company sales. (3)"Operating Profit" shall be defined as total operating profits generated by the Company, excluding the impact of share-based compensation expenses and non-recurring special items such as direct expenses relating to external fund-raising (including IPO). (4)"Net Store Count" shall be defined as the total number of coffee shops in operations, including all the Company -owned stores and franchised stores in accordance with Yum China Unit Policy. Note: The "Revenue", "UC", and "Operating Profit" metrics are determined in accordance with U.S. Generally Accepted Accounting Principles excluding the foreign exchange difference arising from the translation of the financial statements of the Company and its subsidiaries, on a consolidated basis, from functional currency to reporting currency; i.e. they shall be measured on a constant currency basis with RMB: USD FX rate being 6.4528. 2.2.In the event that the Participant's employment with YUMC Group is terminated following the achievement of a Performance Goal but prior to the occurrence of an IPO or Corporate Transaction, as applicable, by reason of death, disability, Retirement, voluntary or involuntary termination without Cause, the portion of the Performance Shares associated with the achieved Performance Goal shall remain outstanding and shall vest in the event an IPO or Corporate Transaction occurs prior to the expiration of the Liquidity Performance Period. 2.3.In the event that the Participant's employment with YUMC Group is terminated prior to the achievement of a Performance Goal for any reason, the Performance Shares associated with such Performance Goal shall be forfeited for no consideration. 2.4.In the event that the Participant's employment with YUMC Group is terminated involuntarily by a member of YUMC Group for Cause, the Participant shall, for no consideration, forfeit all Performance Shares to the extent not vested as of the last day of employment (as determined in accordance with Section 23(c) below). 2 US FORM 3.Settlement. 3.1.Except as otherwise provided for in this Agreement, payment of vested Performance Shares shall be made as soon as administratively practicable after the later of (i) the achievement of the applicable Performance Goal and (ii) the IPO or Corporate Transaction, as applicable, (but in no event later than 2-1/2 months following the later of (i) and (ii)). Subject to the satisfaction of the Tax-Related Items, settlement will be made by payment in Shares; provided, that the Committee may elect to settle the Performance Shares in cash based on the Fair Market Value of the Shares on the Vesting Date. Notwithstanding the foregoing, if a termination of employment occurs under Section 2.2 before the completion of an IPO of the Company, upon the occurrence of the first Corporate Transaction, the Company shall cause vested Performance Shares to be automatically settled for cash, in lieu of Shares, on the date of completion of the Corporate Transaction as determined by the Committee. The amount payable to the Participant shall be equal to the Fair Market Value of the vested Performance Shares on the Vesting Date less the Tax-Related Items and such amount shall be payable to the Participant within 30 days following such Corporate Transaction. View More

Vesting. Unless otherwise set forth in an agreement between the Participant and the Company, the RSUs shall become vested pursuant to the terms of this Agreement and the Plan on the dates set forth below (which constitute the "Original Vesting Schedule") if the Participant has been continuously providing service to the Company until such date. xxx on [vest date 1]xxx on [vest date 2]xxx on [vest date 3] There shall be no proportionate or partial vesting in the periods prior to the applicable vesting date...s and all vesting shall occur only on the appropriate vesting date. IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" WEIL:\97881253\5\61756.0006" "" WEIL:\97881253\5\61756.0006 If a Qualified Retirement occurs, any remaining unvested RSUs granted hereunder shall be settled in Common Stock within 30 days following the date such unvested RSUs would have otherwise vested in accordance with the Original Vesting Schedule, regardless of whether the Participant continues to provide services to the Company; provided that if, prior to the last vesting date set forth in the Original Vesting Schedule, the Participant undertakes any business activity or employment in the financial services or fintech industries without the prior written consent of the Company or breaches any of the terms and conditions of the Restrictive Covenants, any RSUs which have not yet been settled will be forfeited immediately for no consideration. A "Qualified Retirement" shall occur upon the first date on which all the following criteria have been satisfied: (i) the Participant is at least fifty-eight (58) years old, (ii) the Participant has at least ten (10) years of service with the Company, (iii) the Participant has given to the Company twelve (12) months' advance notice of the Participant's intent to cease providing services to the Company and comply with the Restrictive Covenants, and (iv) such twelve (12) month period has elapsed; provided, that the Participant has continuously provided service to the Company through such twelve (12) month period. "Restrictive Covenants" shall mean any written post-termination of employment covenants between the Participant and the Company or any of its affiliates prohibiting or restricting competition, the solicitation of clients or employees or the sharing of confidential information, including any such covenants set forth in a Proprietary Information and Non-Competition Agreement; provided, however; for purposes of this Agreement, the term of such Restrictive Covenants shall be deemed to extend to the last vesting date set forth in the Original Vesting Schedule. View More

Vesting. Unless earlier terminated, forfeited, relinquished or expired, the RSUs shall vest in full on the third anniversary of the Grant Date (the "Vesting Date"); provided that Participant remains continuously an Employee of the Company or one of its Affiliates (the Company and its Affiliates hereinafter referred to as "THG") throughout the period from the Grant Date until the Vesting Date except as set forth in Sections 4, 5, 6 and 7 below. In the event the Vesting Date falls on a non-business day (we...ekend or holiday on which banks are not generally open in the Commonwealth of Massachusetts), the Vesting Date shall be the next following business day. View More

Vesting. This grant of Restricted Stock shall vest in accordance with the following schedule: [The Committee may provide for any vesting schedule it deems appropriate, from immediate vesting to any daily, monthly or yearly vesting up to seven years and in combination with any or none of the performance measures permitted to be used under the Plan, either individually or in any combination and with or without acceleration. Sample vesting language as follows: "Subject to the provisions of Section 8 of this... Agreement, the Restricted Stock shall vest during the term of Participant's employment in four equal annual installments of 25% of the shares of Restricted Stock covered by this Agreement, the first installment to be exercisable on the 12 month anniversary of the date of this Option (the "Initial Vesting Date"), with an additional 25% of such shares vesting on each of the three successive 12 month periods following the Initial Vesting Date."] 12 4. Restrictions Prior to Vesting. The Restricted Stock granted hereunder shall be promptly issued and evidenced by a certificate or other document which may be electronic for such shares issued in the Participant's name or by book entry at the Company's option. The Participant shall have all of the rights of a shareholder with respect to the shares of Restricted Stock that are vested, including, but not limited to, the right to vote such shares and to receive all dividends and other distributions paid with respect to them; provided, however, that the shares shall be subject to the restrictions on transferability in Sections 6 and 7 below. Unless otherwise provided in this Section 4, the Company shall hold the certificate or other evidence of such shares until the date the restrictions on transferability are removed in accordance with Section 6 below. The Company may, in its sole discretion and at any time prior to the date the restrictions on transferability are removed in accordance with Sections 6 and 8 below, require (i) that the stock certificate or other evidence representing such shares shall be imprinted with a legend stating that the shares represented thereby are restricted shares subject to the terms and conditions of this Agreement and, as such, may not be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of except in accordance with the terms of this Agreement, and/or (ii) that the Participant shall, upon receipt of the certificate or other evidence therefor, deposit such certificate or other evidence together with a stock power or other like instrument of transfer, appropriately endorsed in blank, with an escrow agent designated by the Company, which may be the Company, its outside counsel, or its transfer agent under a deposit agreement containing such terms and conditions as the Company shall approve, with the expenses of such escrow to be borne by the Company. View More

Vesting. Subject to the Committee's ability to accelerate vesting pursuant to Section 11(c) of the Plan, the Target Performance Shares shall vest on the [fifth] anniversary of the Date of Grant (the "Vesting Date"), but if, and only if, (i) the Grantee remains continuously employed by the Company or one of its subsidiaries from the Date of Grant until the Vesting Date, and (ii) the [Performance Measure] (as defined below) for the Performance Period (as defined below) exceeds $________. (b) [Vesting of St...retch Performance Shares. Subject to the Committee's ability to accelerate vesting pursuant to Section 11(c) of the Plan, the Stretch Performance Shares shall vest on the Vesting Date, but if, and only if, (i) the Grantee remains continuously employed by the Company or one of its subsidiaries from the Date of Grant until the Vesting Date, and (ii) the [Performance Measure] for the Performance Period exceeds $________.] (c) Definitions. (i)" [Performance Measure]" means, for the Performance Period, the ________________ of [the Company][the Company's ____ segment][the Company's subsidiary, ______], as determined in the sole discretion of the Company based on its normal accounting methods, principles and practices. (ii)" Disability" means permanently and totally disabled within the meaning of section 22(e)(3) of the Internal Revenue Code of 1986, as amended. (iii)" Performance Period" means the period of ________ through ________. 1 3. SETTLEMENT The Company shall settle the vested Performance Shares after the Vesting Date on a date selected by the Company (the "Settlement Date"), but not later than thirty (30) days after the Vesting Date. On the Settlement Date, the vested Performance Shares shall be settled by issuing and delivering to the Grantee one Share for each vested Performance Share, and the Company shall enter the Grantee's name on the books of the Company as the shareholder of record with respect thereto. Upon such issuance, each settled Performance Share shall be cancelled. View More

Vesting. In order to vest in an RSU, the Grantee must not incur a Termination of Employment from the Grant Date through the applicable Vesting Date listed above. All unvested RSUs shall be immediately cancelled without payment upon the Grantee's Termination of Employment for any reason before the applicable Vesting Date, except as specifically provided below: i. Death or Disability. If the Grantee's Termination of Employment is as a result of the Grantee's death or Disability prior to the final Vesting D...ate listed above, then any unvested RSUs shall vest as of such Termination of Employment. ii. Transfer of Business to Successor Employer. If the Grantee's Termination of Employment occurs prior to the final Vesting Date listed above as a result of transferring directly to employment with a successor employer in connection with transfer by the Company or Affiliate of a business operation, then any unvested RSUs shall vest as of such date. View More

Vesting. Subject to the terms and conditions of this Award Certificate and the Plan, the Restricted Stock Units shall vest in the amounts and on the dates specified in the Participant's Merrill Lynch (or subsequent record keeper's) account for this Award, provided the Participant remains continuously employed by the Company or an Affiliate until the applicable vesting date.

Vesting. One hundred percent (100%) of the RSUs will become vested on the earliest to occur of (i) the fifth anniversary of the Grant Date, (ii) the date on which the service of the Director on the Board terminates, or (iii) a Change of Control, (the "Vesting Date"). Notwithstanding the foregoing, directors receiving an award of RSUs may elect to receive the RSUs pursuant to an alternate vesting schedule under which the RSUs will vest immediately but will be subject to a one year limit on trading, provid...ed that such an election is made in the year preceding the year in which the RSUs are earned. View More

Vesting. (a) The Restricted Stock shall vest in three equal annual increments on the first three anniversaries of the Grant Date, subject to the Grantee's continued employment with the Company and its Subsidiaries on each applicable vesting date. The vesting of the shares of Restricted Stock shall be cumulative, but shall not exceed 100% of the shares of Restricted Stock. If the foregoing schedule would produce fractional shares, the number of shares that vest on the first two vesting dates shall be roun...ded down to the nearest whole share and the fractional shares shall be accumulated and vest on the last vesting date. The period during which the Restricted Stock has not yet vested hereunder shall be referred to as the "Vesting Period." (b) Notwithstanding any other provision of this Agreement, during the Vesting Period, the Restricted Stock shall be immediately and unconditionally forfeited and revert to the Company, without any action required by the Grantee or the Company in the event any of the following events occur: 1 (1) The Grantee is dismissed as an employee of the Company and its Subsidiaries based upon fraud, theft, or dishonesty, which is reflected in a written or electronic notice given to the Grantee; (2) The Grantee purchases or sells securities of the Company in violation of the Company's insider trading guidelines then in effect, if any; (3) The Grantee breaches any duty of confidentiality including that required by the Company's insider trading guidelines then in effect, if any; (4) The Grantee fails to assign any invention, technology, or related intellectual property rights to the Company within 30 days after the Company's written request for such assignment, if such assignment is a condition of any agreement between the Company and the Grantee; or (5) The Grantee breaches any non-solicitation or non-competition covenant by which the Grantee is bound, pursuant to the Employee Confidential Information and Invention Assignment Agreement or otherwise. (c) Notwithstanding the foregoing provisions of this Section 2, upon cessation of the Grantee's employment with the Company and its Subsidiaries under any circumstances, including, without limitation, the Grantee's resignation, death or disability, or termination of employment by the Company or a Subsidiary, the Restricted Stock shall be immediately and unconditionally forfeited and revert to the Company, without any action required by the Grantee or the Company, to the extent that the Vesting Period has not ended in accordance with Section 2(a) as of the date of such cessation of employment with the Company and its Subsidiaries. Shares of Restricted Stock that do not become vested pursuant to Section 2(a) shall be forfeited and the Grantee shall cease to have any rights of a stockholder with respect to such forfeited shares as of the date of the Grantee's termination of employment. View More

Vesting. Subject to the further provisions of this Agreement, the Restricted Stock Units will vest as set forth on the Grant Schedule (each date on which Restricted Stock Units vest being referred to as a "Vesting Date").