Pizza Hut 2008 Annual Report Download - page 107

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discharge its duties. The records of the Company, the Subsidiaries, and the Affiliates as to an employee’s
or Participant’s employment, termination of employment, leave of absence, reemployment and
compensation shall be conclusive on all persons unless determined to be incorrect. Participants and other
persons entitled to benefits under the Plan must furnish the Committee such evidence, data or information
as the Committee considers desirable to carry out the terms of the Plan.
SECTION 6
AMENDMENT AND TERMINATION
The Board may, at any time, amend or terminate the Plan, provided that no amendment or
termination may, in the absence of written consent to the change by the affected Participant (or, if the
Participant is not then living, the affected beneficiary), adversely affect the rights of any Participant or
beneficiary under any Award granted under the Plan prior to the date such amendment is adopted by the
Board.
SECTION 7
DEFINED TERMS
In addition to the other definitions contained herein, the following definitions shall apply for purposes
of the Plan:
(a) ‘‘Affiliate’’ means any corporation or other entity which is not a Subsidiary but as to which
the Company possesses a direct or indirect ownership interest and has power to exercise management
control.
(b) ‘‘Award’’ with respect to a Performance Period means a right to receive cash payments that
are contingent on the achievement of performance goals determined in accordance with Section 2.
(c) ‘‘Award Schedule’’ means the schedule created by the Committee for any Performance
Period that sets forth the performance goals and the amounts (or the formula for determining the
amounts) of any payments earned pursuant to the Awards granted for that period.
(d) ‘‘Beneficial Owner’’ shall have the meaning set forth in Rule 13d-3 under the Exchange Act
Proxy Statement
of 1934, as amended from time to time, except that a Person shall not be deemed to be the Beneficial
Owner of any securities which are properly filed on a Form 13-G.
(e) ‘‘Board’’ means the Board of Directors of the Company.
(f) A Participant’s ‘‘Date of Termination’’ with respect to any Award shall be the first day
occurring on or after the Grant Date for the Award on which the Participant is not employed by the
Company, any Subsidiary, or any Affiliate, regardless of the reason for the termination of
employment; provided that a termination of employment shall not be deemed to occur by reason of a
transfer of the Participant between the Company and a Subsidiary or an Affiliate, between a
Subsidiary and an Affiliate, or between two Subsidiaries or Affiliates; and further provided that the
Participant’s employment shall not be considered terminated while the Participant is on a leave of
absence from the Company, a Subsidiary, or an Affiliate approved by the Participant’s employer. If, as
a result of a sale or other transaction, the Participant’s employer ceases to be a Subsidiary or Affiliate
(and the Participant’s employer is or becomes an entity that is separate from the Company), and the
Participant is not, at the end of the 30-day period following the transaction, employed by the Company
or an entity that is then a Subsidiary or Affiliate, then the occurrence of such transaction shall be
treated as the Participant’s Date of Termination caused by the Participant being discharged by the
employer.
(g) ‘‘Eligible Employee’’ means any member of the Partners Council or other member of senior
management of the Company.
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