Pizza Hut 2011 Annual Report Download - page 88

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
The information below describes and quantifies certain compensation that would become payable
under existing plans and arrangements if the NEO’s employment had terminated on December 31, 2011,
given the NEO’s compensation and service levels as of such date and, if applicable, based on the
Company’s closing stock price on that date. These benefits are in addition to benefits available generally to
salaried employees, such as distributions under the Company’s 401(k) Plan, retiree medical benefits,
disability benefits and accrued vacation pay.
Due to the number of factors that affect the nature and amount of any benefits provided upon the
events discussed below, any actual amounts paid or distributed may be different. Factors that could affect
these amounts include the timing during the year of any such event, the Company’s stock price and the
executive’s age.
Stock Options and SAR Awards. If one or more NEOs terminated employment for any reason other
than retirement, death, disability or following a change in control as of December 31, 2011, they could
exercise the stock options and SARs that were exercisable on that date as shown at the Outstanding Equity
Awards at Fiscal Year-End table on page 62, otherwise all options and SARs, pursuant to their terms,
would have been forfeited and cancelled after that date. If the NEO had retired, died or become disabled
as of December 31, 2011, exercisable stock options and SARs would remain exercisable through the term
of the award. Except in the case of a change in control, described below, no stock options or SARs become
exercisable on an accelerated basis. Benefits a NEO may receive on a change of control are discussed
below.
Deferred Compensation. As described in more detail beginning at page 68, the NEOs participate in
the EID Program, which permits the deferral of salary and annual incentive compensation. The last
column of the Nonqualified Deferred Compensation Table on page 69 reports each NEO’s aggregate
balance at December 31, 2011. The NEOs are entitled to receive their vested amount under the EID
Program in case of voluntary termination of employment. In the case of involuntary termination of
employment, they are entitled to receive their vested benefit and the amount of the unvested benefit that
corresponds to their deferral. In the case of death, disability or retirement after age 65, they or their
Proxy Statement
beneficiaries are entitled to their entire account balance as shown in the last column of the Nonqualified
Deferred Compensation table on page 69. The amounts they would have been entitled to in case of a
voluntary or involuntary termination as of December 31, 2011 are as follows:
Voluntary Involuntary
Termination Termination
($) ($)
Novak .............................. 143,102,624 143,102,624
Carucci .............................. 11,605,416 11,605,416
Su ................................. 4,831,328 4,831,328
Allan ............................... 15,368,286 15,368,286
Pant................................ 5,561,560 5,561,560
Payouts to the executive under the EID Program would occur in accordance with the executive’s
elections. In the case of amounts deferred after 2002, such payments deferred until termination of
employment or retirement will not begin prior to six months following the executive’s termination of
employment. Executives may receive their benefit in a lump sum payment or in installment payments for
up to 20 years. Each of the NEOs has elected to receive payments in a lump sum.
Performance Share Unit Awards. If one or more NEOs terminated employment for any reason other
than retirement, death, disability or following a change in control and prior to achievement of the
performance criteria and vesting period, then the award would be cancelled and forfeited. If the NEO had
retired, become disabled or had died as of December 31, 2011, the PSU award will be paid out based on
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