Pizza Hut 2008 Annual Report Download - page 106

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or susceptible of anticipation or alienation. The interest of a Participant shall not be transferable except by
will or the laws of descent and distribution.
4.2. No Right To Participate; Employment. Neither the adoption of the Plan nor any action of the
Committee shall be deemed to give any Eligible Employee any right to be designated as a Participant
under the Plan. Further, nothing contained in the Plan, nor any action by the Committee or any other
person hereunder, shall be deemed to confer upon any Eligible Employee any right of continued
employment with the Company or any Subsidiary or Affiliate or to limit or diminish in any way the right of
the Company or any Subsidiary or Affiliate to terminate his or her employment at any time with or without
cause.
4.3. Nonexclusivity of the Plan. This Plan is not intended to and shall not preclude the Board from
adopting, continuing, amending or terminating such additional compensation arrangements as it deems
desirable for Participants under this Plan, including, without limitation, any thrift, savings, investment,
stock purchase, stock option, profit sharing, pension, retirement, insurance or other incentive plan.
SECTION 5
COMMITTEE
5.1. Administration. The authority to control and manage the operation and administration of the
Plan shall be vested in a committee (the ‘‘Committee’’) in accordance with this subsection 5.1. The
Committee shall be selected by the Board, and shall consist solely of two or more non-employee members
of the Board.
5.2. Powers of Committee. The Committee’s administration of the Plan shall be subject to the
following:
(a) Subject to the provisions of the Plan, the Committee will have the authority and discretion to
select from among the Eligible Employees those persons who shall receive Awards, to determine the
time or times of payment with respect to the Awards, to establish the terms, conditions, performance
goals, restrictions, and other provisions of such Awards, and (subject to the restrictions imposed by
Section 6) to cancel or suspend Awards.
Proxy Statement
(b) The Committee will have the authority and discretion to interpret the Plan, to establish,
amend, and rescind any rules and regulations relating to the Plan, to determine the terms and
provisions of any Award made pursuant to the Plan, and to make all other determinations that may be
necessary or advisable for the administration of the Plan.
(c) Any interpretation of the Plan by the Committee and any decision made by it under the Plan
is final and binding on all persons.
(d) In controlling and managing the operation and administration of the Plan, the Committee
shall take action in a manner that conforms to the articles and by-laws of the Company, and applicable
state corporate law.
5.3. Delegation by Committee. Except to the extent prohibited by applicable law and except as may
otherwise be required for Awards intended to be Performance-Based Compensation, the Committee may
allocate all or any portion of its responsibilities and powers to any one or more of its members and may
delegate all or any part of its responsibilities and powers to any person or persons selected by it. Any such
allocation or delegation may be revoked by the Committee at any time. Until action to the contrary is
taken by the Board or Committee, the Committee’s authority with respect to matters concerning
Participants below the Partners Council or Executive Officer level is delegated to the Chief Executive
Officer and the Chief People Officer of the Company.
5.4. Information to be Furnished to Committee. The Company, the Subsidiaries, and the Affiliates
shall furnish the Committee with such data and information as it determines may be required for it to
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