Pizza Hut 2008 Annual Report Download - page 105

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inaccuracy, provided that, in determining the amount under this clause (ii), the Committee may take
into account only the inaccuracy of which the Participant knew or should have known, and which the
Participant knew or should have known was caused by misconduct.
Instead of (or in addition to) requiring repayment, the Committee may adjust a Participant’s future
compensation and the Company and/or Subsidiary shall be entitled to set-off against the amount of any
such gain any amount owed to the Participant by the Company and/or Subsidiary. For this purpose, the
term ‘‘misconduct’’ means fraudulent or illegal conduct or omission that is knowing or intentional.
However, the foregoing provisions of this subsection 2.4 shall not apply to any reductions in Awards made
after a Change in Control (as defined in the Yum! Brands, Inc. Long Term Incentive Plan) to the extent
that Awards were granted before a Change in Control.
2.5 Termination of Employment. Except to the extent otherwise provided by the Committee, if a
Participant’s Date of Termination with respect to any Award occurs prior to the last day of the
Performance Period for the Award, then, except in the case of death, disability or normal retirement
(determined in accordance with the qualified retirement plans of the Company) or except as provided in
Section 3, the Participant shall forfeit the Award. Except to the extent otherwise provided by the
Committee, if a Participant’s Date of Termination due to the death or disability occurs prior to the last day
of the Performance Period for the Award, then the amount earned with respect to any such Award for the
applicable Performance Period shall be determined by the Committee in its sole discretion and shall be
paid in cash as soon as administratively possible following such Date of Termination; provided, however,
that 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 Date of Termination occurs. Except to the extent otherwise
provided by the Committee, if a Participant’s Date of Termination due to the retirement of the Participant
occurs prior to the last day of the Performance Period for the Award, then the amount earned with respect
to any such Award for the applicable Performance Period shall be determined in accordance with
Section 2.2 and paid out at the time specified in Section 2.3.
SECTION 3
CHANGE IN CONTROL
BENEFITS ON CHANGE IN CONTROL.
Proxy Statement
Except to the extent otherwise provided by the Committee, within ten (10) business days following the
occurrence of a Change in Control (as defined in the Yum! Brands, Inc. Long Term Incentive Plan), each
individual who has been granted an Award pursuant to the Plan shall be paid an amount equal to (I) to the
greater of (A) the Participant’s target award for the period in which the Change in Control occurs and
(B) the award the Participant would have earned for such period, assuming continued achievement of the
relevant performance goals at the rate achieved as of the date of the Change in Control, multiplied by
(II) a fraction the numerator of which is the number of days in the Performance Period which have elapsed
as of the Change in Control, and the denominator of which is the number of days in the Performance
Period. Any former Participant in the Plan who was granted an Award pursuant to the Plan for the period
in which the Change in Control occurs and whose employment with the Company was involuntarily
terminated (other than for cause) during a Potential Change in Control (as defined in the Yum!
Brands, Inc. Long Term Incentive Plan) and within one year preceding the occurrence of a Change in
Control shall likewise be paid the amount of such annual incentive award as if Yum had fully achieved the
applicable performance target(s) for the Performance Period in which the Change in Control occurs paid
within ten (10) business days following the occurrence of the applicable Change in Control.
SECTION 4
MISCELLANEOUS
4.1. Transferability. Any payment to which a Participant may be entitled under the Plan shall be free
from the control or interference of any creditor of such Participant and shall not be subject to attachment
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