Termination on Account of Special Circumstances. If the Optionee has a Termination of Employment due to Special Circumstances (which means, a Termination of Employment due to the Optionee becoming an owner-operator of a McDonald’s restaurant in connection with his or her Termination of Employment or a Termination of Employment by the Company or a Subsidiary without Cause, in each case, where the Optionee’s combined age and years of Company Service meets the threshold set forth in the chart below and the Optionee satisfies the additional conditions set forth in [subsections (i) and (ii)])] below, as applicable), the Options, to the extent unvested as of the date of the Optionee’s Termination of Employment, will, for the applicable period after the Optionee’s Termination of Employment specified in the chart below, become vested in accordance with the Vesting Schedule set forth above in this Agreement and any vested Options may be exercised at any time within the applicable period specified in the chart below after such Termination of Employment (but not beyond the Expiration Date). As of the expiry of the applicable period specified in the chart below after the Optionee’s Termination of Employment, any Options that remain unvested will be forfeited.

Termination on Account of Special Circumstances or Disaffiliation of a Subsidiary. If the Grantee has a Termination of Employment due to Special Circumstances (which means, a Termination of Employment due to the Grantee becoming an owner-operator of a McDonald’s restaurant in connection with his or her Termination of Employment or a Termination of Employment by the Company or a Subsidiary without Cause) or a Disaffiliation of a Subsidiary and # in the case of a Termination of Employment due to Special Circumstances only, the Grantee’s combined age and years of Company Service (as defined above) is equal to or greater than 48, # the Grantee executes and delivers (and does not revoke) a release agreement satisfactory to the Company and # the Grantee executes and delivers a non-competition agreement in a form satisfactory to the Company as permitted by applicable law (as the Committee or its delegee may require), a pro-rata portion of the RSUs and any Dividend Equivalents shall vest, as determined in accordance with [Section 6] below. Settlement of the vested RSUs and Dividend Equivalents will occur in accordance with [Section 2] above, unless otherwise provided in [Section 10(a) or (b)])] below. For purposes of this Agreement, “Disaffiliation of a Subsidiary” means the Subsidiary’s ceasing to be a Subsidiary for any reason (including, without limitation, as a result of a public offering, or a spinoff or sale by the Company, of the stock or all of the assets of the Subsidiary).

Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.

As a supplement and without prejudice to other provisions of the VIE Agreements, if any promulgation of or any amendment to any PRC Laws, regulations or rules, or any change of the interpretation or application of such laws, regulations and rules, or any change of relevant registration procedures at any time makes Party A believe that the maintenance of the validity of this Agreement or the acceptance of the entrustment to exercise its rights in the manner as provided for in this Agreement will become illegal or violate such laws, regulations or rules, the trustor shall, as instructed by Party A in writing and as reasonably requested by Party A, immediately take any action and/or execute any agreement or other document in order to:

Account. “Account” means the separate bookkeeping account representing the separate unfunded and unsecured general obligation of the Participating Employers established with respect to each person who is a Participant in this Plan. Within each Participant’s Account, separate subaccounts shall be maintained to the extent the Plan Administrator determines it to be necessary or desirable for the administration of this Plan.

9.01Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of SRSG, Merger Sub or BioSculpture (whether or not exercised) to investigate the affairs of SRSG, Merger Sub or BioSculpture or a waiver by SRSG or BioSculpture of any Closing Condition set forth in Article 7 or Article 8, each Party shall have the right to rely fully upon the representations, warranties, covenants and agreements of the other Party contained in this Agreement or the Schedules annexed hereto or in any agreement or instrument delivered pursuant to this Agreement. Unless earlier terminated pursuant to Article 10, all of the representations, warranties, covenants and agreements of BioSculpture, SRSG and of Merger Sub contained in this Agreement or in any Schedule, agreement or instrument delivered pursuant to this Agreement shall survive the Closing and Effective Time and continue until the sixth anniversary of the Closing.

Special Payment. If, at any time during the two (2) year period following a Change of Control (as defined in Section 7(f)(ii)), Executive's employment is terminated without Cause or by Executive for Good Reason, then instead of the payment set forth in [subsection 7(c)] Executive will receive:

Special Rules. Notwithstanding anything herein to the contrary, the Administrator may adopt special rules applicable to the employees of a particular Designated Subsidiary, whenever the Administrator determines that such rules are necessary or appropriate for the implementation of the Plan in a jurisdiction where such Designated Subsidiary has employees; provided that such rules are consistent with the requirements of Section 423(b) of the U.S. Code. Any special rules established pursuant to this [Section 13] shall, to the extent possible, result in the employees subject to such rules having substantially the same rights as other Participants in the Plan.

Special Rules. Unless the Participant has otherwise specified in the Participant’s Beneficiary designation, the following rules shall apply:

Special Definitions. For purposes of this Agreement, the following terms have the meanings set forth below: