Pizza Hut 2008 Annual Report Download - page 104

23MAR200920294881
(b) In the sole discretion of the Committee, the Award for each Participant may be limited to
the Participant’s Target Amount multiplied by the percent attainment (determined in accordance with
the applicable Award Schedule), subject to the following:
(i) Subject to Section 3 and the provisions of this subsection 2.2, the Committee may adjust
such Award for individual performance on the basis of such quantitative and qualitative
performance measures and evaluations as it deems appropriate. The Committee may make such
adjustments as it deems appropriate in the case of any Participant whose position with the
Company has changed during the applicable Performance Period.
(ii) The Committee shall have the discretion to adjust performance goals and the
methodology used to measure the determination of the degree of attainment of such goals;
provided, however, that, to the extent required by the requirements applicable to Performance-
Based Compensation, any Award designated as intended to satisfy the requirements for
Performance-Based Compensation may not be adjusted under this paragraph (b) or otherwise in
a manner that increases the value of such Award. Except as otherwise provided by the
Committee, the Committee shall retain the discretion to adjust such Awards in a manner that
does not increase such Awards.
(c) Notwithstanding any other provision of the Plan, in no event will a Participant become
eligible for payment for an Award for any calendar year in excess of $10,000,000.
(d) No segregation of any moneys or the creation of any trust or the making of any special
deposit shall be required in connection with any Awards made or to be made under the Plan.
2.3. Payment of Awards. Subject to Sections 2.5 and 3, the amount earned with respect to any
Award shall be paid in cash at such time as is determined by the Committee; provided, however, that
unless otherwise provided by the Committee, such payment shall be made no later than the fifteenth day of
the third month of the calendar year following the calendar year in which the applicable Performance
Period ends. If a Participant to whom an Award has been made dies prior to the payment of the Award,
such payment shall be delivered to the Participant’s legal representative or to such other person or persons
as shall be determined by the Committee. The Company shall have the right to deduct from all amounts
Proxy Statement
payable under the Plan any taxes required by law to be withheld with respect thereto; provided, however,
that to the extent provided by the Committee, any payment under the Plan may be deferred and to the
extent deferred, may be credited with an interest or earnings factor as determined by the Committee.
2.4. Return of Overpayments. If the amount paid with respect to an Award granted after
December 31, 2008 is based on the attainment of a level of objective performance goals that is later
determined to have been inaccurate, such inaccuracy was caused by misconduct by an employee of the
Company or a Subsidiary, and as a result the amount paid with respect to the Award is greater than it
should have been, then:
(1) The Participant (regardless of whether then employed) whose misconduct caused the
inaccuracy will be required to repay the excess.
(2) The Committee administering the Plan may require an active or former Participant
(regardless of whether then employed) to repay the excess previously received by that Participant if
the Committee concludes that the repayment is necessary to prevent the Participant from unfairly
benefiting from the inaccuracy. However, repayment under this paragraph (2) shall apply to an active
or former Participant only if the Committee reasonably determines that, prior to the time the amount
was paid (or, if payment of the amount is electively deferred by the Participant, at the time the amount
would have been paid in the absence of the deferral), such Participant knew or should have known
that the amount was greater than it should have been by reason of the inaccuracy. Further, the amount
to be repaid by the Participant may not be greater than the excess of (i) the amount paid to the
Participant over (ii) the amount that would have been paid to a Participant in the absence of the
A-2