Pizza Hut 2008 Annual Report Download - page 96

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EQUITY COMPENSATION PLAN INFORMATION
The following table summarizes, as of December 31, 2008, the equity compensation plans under which
we may issue shares of stock to our directors, officers and employees under the 1999 Long Term Incentive
Plan (‘‘1999 Plan’’), the 1997 Long Term Incentive Plan (the ‘‘1997 Plan’’), SharePower Plan and
Restaurant General Manager Stock Option Plan (‘‘RGM Plan’’).
Number of Securities
Number of Securities Remaining Available for
To be Issued Upon Future Issuance Under
Exercise of Weighted-Average Equity Compensation
Outstanding Exercise Price of Plans (Excluding
Options, Warrants Outstanding Options, Securities Reflected in
Plan Category and Rights Warrants and Rights Column (a))
(a) (b) (c)
Equity compensation plans approved by
security holders ................. 34,420,478(1) $ 20.35(2) 23,202,071(3)
Equity compensation plans not approved
by security holders(4) ............. 2,661,531 $ 22.50(2) 7,096,643
Total .......................... 37,082,009(1) $ 20.55(2) 30,298,714(3)
(1) Includes 6,487,980 shares issuable in respect of RSUs, performance units and deferred units.
(2) Weighted average exercise price of outstanding options and SARs only.
(3) Includes 11,809,582 shares available for issuance of awards of stock units, restricted stock, restricted
stock units and performance share unit awards under the 1999 Plan.
(4) Awards are made under the RGM Plan.
What are the key features of the 1999 Plan?
The 1999 Plan provides for the issuance of up to 70,600,000 shares of stock as non-qualified stock
options, incentive stock options, SARs, restricted stock, restricted stock units, performance shares or
Proxy Statement
performance units. Only our employees and directors are eligible to receive awards under the 1999 Plan.
The purpose of the 1999 Plan is to motivate participants to achieve long range goals, attract and retain
eligible employees, provide incentives competitive with other similar companies and align the interest of
employees and directors with those of our shareholders. The 1999 Plan is administered by the
Compensation Committee of the Board of Directors. The exercise price of a stock option grant or SAR
under the 1999 Plan may not be less than the average market price of our stock on the date of grant for
years prior to 2008 or the closing price of our stock on the date of the grant beginning in 2008, and no
options or SARs may have a term of more than ten years. The options and SARs that are currently
outstanding under the 1999 Plan generally vest over a one to four year period and expire ten years from the
date of the grant. The 1999 Plan was approved by the shareholders in May 1999, and they approved the
plan as amended in 2003 and again in 2008.
What are the key features of the 1997 Plan?
The 1997 Plan provides for the issuance of up to 45,000,000 shares of stock. Effective January 1, 2002,
only restricted shares could be issued under this plan. This plan is utilized with respect to payouts on shares
from our deferral plans and was originally approved by PepsiCo, Inc. as the sole shareholder of the
Company in 1997, prior to the spin-off of the Company from PepsiCo, Inc. on October 6, 1997.
What are the key features of the SharePower Plan?
The SharePower Plan provides for the issuance of up to 28,000,000 shares of stock. The SharePower
Plan allows us to award non-qualified stock options, stock appreciation rights (‘SARs‘), restricted stock and
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