Pizza Hut 2011 Annual Report Download - page 90

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level of performance at the time of the change in control, subject to pro rata reduction to reflect the
portion of the performance period after the change in control.
The change in control severance agreements have a three-year term and are automatically renewable
each January 1 for another three-year term. An executive whose employment is not terminated within two
years of a change in control will not be entitled to receive any severance payments under the change in
control severance agreements.
Generally, pursuant to the agreements, a change in control is deemed to occur:
(i) if any person acquires 20% or more of the Company’s voting securities (other than securities
acquired directly from the Company or its affiliates);
(ii) if a majority of the Directors as of the date of the agreement are replaced other than in specific
circumstances; or
(iii) upon the consummation of a merger of the Company or any subsidiary of the Company other
than (a) a merger where the Company’s Directors immediately before the change in control
constitute a majority of the directors of the resulting organization, or (b) a merger effected to
implement a recapitalization of the Company in which no person is or becomes the beneficial
owner of securities of the Company representing 20% or more of the combined voting power of
the Company’s then-outstanding securities.
If a change in control had occurred as of December 31, 2011, the following payments, or other
benefits would have been made.
Novak Carucci Su Allan Pant
$$ $ $$
Annual Incentive ............... 4,541,400 1,566,000 3,105,000 2,015,145 1,110,038
Severance Payment ............. 13,033,760 4,778,890 7,257,972 4,621,115 3,000,000
Outplacement ................. 25,000 25,000 25,000 25,000 25,000
Excise Tax and Gross-Up ......... — — — — 1,891,883
Accelerated Vesting of Stock Options
Proxy Statement
and SARs .................. 27,870,040 12,039,034 14,154,013 18,204,195 8,927,250
Accelerated Vesting of RSUs ...... 11,984,990 — 10,422,110 — —
Acceleration of PSU Performance/
Vesting .................... 1,737,628 528,330 728,416 726,389 338,354
Total ........................ 59,192,818 18,937,254 35,692,511 25,591,844 15,292,525
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