PSE Circular for Brokers No. 2389-98

October 19, 1998 PSE CIRCULAR FOR BROKERS NO. 2389-98 DISCLOSURE DEPARTMENT Listings and Disclosure Group 4/F Philippine Stock Exchange PSE Center, Exchange Road Ortigas Center, Pasig City Gentlemen : We attach herewith a certified true copy of SEC-SERD 2 Resolution NO. 051, Series of 1998, approving the proposed amendments to the Tandem Stock Purchase and Option Plan of Jollibee Foods Corporation ("JFC"). Very truly yours, ROMULO, MABANTA, BUENAVENTURA, SAYOC AND DE LOS ANGELES By: (SGD.) FRANCES T. YUYUCHENG SERD-2 RESOLUTION NO. 051 Series of 1998 IN THE MATTER OF JOLLIBEE FOODS CORPORATION RESOLUTION Upon consideration of the Petition and other papers attached thereto filed for and in behalf of JOLLIBEE FOODS CORPORATION, the Commission hereby approves the proposed additional amendments of its Tandem Stock Purchase and Option Plan, to wit: Present Wording Proposed Amendment Section 2(f) f) Eligible-Participant(s) - the Rank-and-File f) Eligible Participant(s) - the Monthly employees, Supervisors, Rank-and-File Monthly employees, Managers, Officers and Executives in the Supervisors, Managers, Officers and Company and its subsidiaries based on Executives in the Company and its the Company's position and pay Subsidiaries (as defined below) based classification system as set forth in the on the Company's position and pay Organizational Chart attached herewith as classification system as set forth Annex "A" determined by the Committee in the Organizational Chart attached to be eligible to receive an option under herewith as Annex "A" (determined by this Plan). the Committee to be eligible to receive an option under this Plan), including the Fund (as defined below, which may subscribe to Shares (as defined below). None Add: Section 2(h) (h) Fund - the Retirement Fund of the company as provided for in the Retirement Plan of the Company. Section 5.1.1.(c) (c) Payment Terms . Payment for shares (c) Payment Terms . Payment for shares covered by accepted Purchase Officers covered by accepted Purchase Offers shall be made in equal monthly shall be made in accordance with the installments as follows: payment schemes allowed by the Committee that the Eligible Participant (i) First Tranche: in thirty six (36) equal agrees to in his accepted Purchase Offer; monthly installments; provided that the payments shall be completed within, and in any event no (ii) Second Tranche: in twenty four (24) earlier than nor later than the period equal monthly installments; specified below : (i) First Tranche: thirty six (36) months; (iii) Third Tranche: in twelve (12) equal monthly installments. (ii) Second Tranche: twenty four (24) months; Each commencing on the 10th day of each month following the end of the thirty (iii) Third Tranche: twelve (12) months. (30)-day period granted for acceptance of a Purchase Offer under Section 5.1.1. (a) Each commencing on the nearest payroll hereof. date following the end of the thirty (30)-day period granted for acceptance of a Purchase Offer under Section 5.1.1(a) hereof. Section 5.1.1.(e) (e) Ownership of Shares . Ownership and (e) Ownership of Shares . Shares exercise of the shareholders' rights over allocated under the Plan will be held by shares covered by accepted Purchase the Fund in trust for the Eligible Offers shall be considered vested only Participants. Shares subscribed by an upon full payment thereof. Accepted Eligible Participant pursuant to accepted Purchase Offers which remain unpaid in full Purchase Offers, including dividends (and after the end of the above payment term interest income earned) accruing to such shall be deemed unsubscribed and shall Shares, shall be issued and transferred to remain in the unissued capital stock of the and in the name of the Eligible Participants Company. All payments so far made shall for whom the Shares are held in trust by the be applied to such number of shares Fund, only upon full payment of the representing the quotient of: Shares in accordance with the terms and conditions provided in this Plan . All Total payments payments so far made shall be applied to Purchase Price per share such number of Shares representing the quotient of: Total Payments Purchase Price per share Eligible Participants (except the fund) shall be entitled only to the dividends (including interest income earned) corresponding to the fully paid shares. Shares subscribed pursuant to accepted Purchase Offers which remain unpaid after the end of the relevant payment term shall continue to be subscribed by the Fund in trust for the Eligible Participants. Should there be any shares remaining after subscriptions for all Purchase Offers have been satisfied at the end of the term of this Plan, the Fund shall subscribe to such Shares at the Purchase Price granted to the Eligible Participant, provided that the Purchase Price shall not be more than the Fair Market Value at the time of the Purchase of the Shares by the Fund. All dividends that have accrued on the unpaid Shares of the Shares subscribed by the Fund will be given to the Fund. None Add: Section 5.1.1(f) Dividends All Eligible Participants shall be entitled to the dividends declared and paid on the Shares subscribed under accepted Purchase Offers: provided that, the dividend shall be held in trust by the Fund for the relevant Eligible Participants i) until the end of the term provided in Section 5.1.1. (c) and upon full payment of the Shares, in which case the Shares and the corresponding dividends will be transferred to the Eligible Participant for whom Shares are held in trust by the Fund, or ii) upon the occurrence of any of the events stated in Section 6 or Section 10 hereof, in which events, only such Shares which have been fully paid for and dividends (including interest income earned) corresponding to such fully paid Shares shall be transferred to such Eligible Participant. Section 6.1, 6.2. 6.3 6.1 Resignation/Termination. Except as 6.1 Resignation/Termination. Except as otherwise herein provided, should an otherwise herein provided, should an Eligible Participant's employment in the Eligible Participant's (except the Fund) Company or any of its subsidiaries cease employment in the Company or any of its by reason of resignation or termination Subsidiaries cease by reason of during the term of this Plan, all Shares resignation or termination during the term which have not been fully paid for and all of this Plan, all Shares subscribed by the Stock Options which have not been Fund in trust for such Eligible exercised shall immediately revert to the Participant(s) and which have not been Company and all rights of the Eligible fully paid for shall remain the liability of Participant shall over such Shares and the Fund and all Stock Options which have Stock Options cease. Nevertheless, the not been exercised shall immediately Eligible Participant shall be entitled to all revert to the company and all rights of the Shares which have been fully paid for as Eligible Participant whose employment of the date of termination or resignation with the Company has been terminated and all Stock Options which have been over such unpaid shares and unexercised exercised; provided, however that such stock Options shall likewise cease. Shares or Stock Options may, at the Nevertheless, such Eligible Participant discretion of the Company, be used to shall be entitled to all Shares which have settle any liability or other obligation the been fully paid for, as well as dividends Eligible Participant may have toward the (including interest income earned) which Company or any of its Subsidiaries. have accrued to such fully paid shares , as of the date of termination or resignation and all Stock Options which have been exercised; provided, however that such Shares or Stock Options may, at the discretion of the Company, be used to settle any outstanding liability or other obligation of the Eligible Participant whose employment has ceased to the Company or any of its Subsidiaries. 6.2 Retirement and Disability. Should the 6.2 Retirement and Disability. Should the cessation of employment be due to cessation of employment be due to the Retirement or Disability, all unpaid Shares Retirement or Disability, all unpaid Shares taken up pursuant to a Purchase Offer may taken up pursuant to a Purchase Offer be fully paid for by the Eligible Participant may be fully paid for by the Eligible within one (1) year from the date of Participant within one (1) year from the Retirement or Disability. All stock Options date of Retirement or Disability. All Stock which shall accrue in accordance with the Options which shall accrue in accordance number of shares purchased and fully paid with the number of Shares purchased and for shall be exercised within one (1) year fully paid for shall be exercised within one from the date of the Retirement or Disability. (1) year from the date of Retirement or Disability. The Eligible Participant shall be entitled to all Shares that have been fully paid for as well as dividends (including interest income earned) which have accrued on such fully paid shares. 6.3 Death. In case of death of the Eligible 6.3 Death. In case of death of the Eligible Participant, all unpaid shares taken up Participant, all unpaid shares, taken up pursuant to a Purchase Offer shall be pursuant to a Purchase Offer shall be deemed paid in full. All Stock Options deemed paid in full. The estate heirs, which are unexercised shall be fully designate beneficiary or legal exercisable. The estate, heirs, representative of the deceased Eligible designated beneficiary or legal Participant shall be entitled to all Shares representative of such eligible Participant subscribed under the accepted Purchase shall have the right, subject to the Offers, whether paid or unpaid, as well as applicable provisions of the Plan and the to and all dividends (including interest relevant Award Agreement, to exercise income earned) which have accrued to all such Stock Options, if any, at any time such paid or unpaid shares . All stock within one (1) year from the death of the Options which are unexercised shall be Eligible Participant. fully exercisable. The estate, heirs, designated beneficiary or legal representative of such eligible Participant shall have the right, subject to the applicable provisions of the Plan and the relevant Award Agreement, to exercise such Stock Options, if any, at any time within one (1) year from the death of the Eligible Participant. 10.1 Suspension and/or Termination. Upon 10.1 Suspension and/or Termination. the recommendation of the Committee, Upon the recommendation of the the Board may, at any time, suspend or Committee, the Board may, at any time, terminate this Plan. All shares that have suspend or terminate this Plan. All shares not have been purchased and exercisable that have not been purchased and Stock Options that are not yet exercised exercisable Stock Options that are not yet as of the date of the suspension or exercised as of the date of the suspension termination of this Plan, may be or termination of this Plan, may be purchased or exercised by the Eligible purchased or exercised by the Eligible Participant for a period not to exceed three Participant for a period not to exceed three (3) months after such suspension or (3) months after such suspension or termination. termination. The Eligible Participant shall be entitled to all fully paid shares and dividends (including interest income Let this RESOLUTION be published at the expense of the corporation once in a newspaper of general circulation in the Philippines within ten (10) days from date hereof and furnish the Commission copy of the affidavit of publication. LibLex IT IS RESOLVED. EDSA, Mandaluyong City, Philippines, October 5, 1998. (SGD.) LINDA A DAONG Acting Director