Pizza Hut 2011 Annual Report Download - page 93

16MAR201218542623
EQUITY COMPENSATION PLAN INFORMATION
The following table summarizes, as of December 31, 2011, 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 Weighted-Average Future Issuance Under
Exercise of Exercise Price of Equity Compensation
Outstanding Outstanding Plans (Excluding
Options, Warrants Options, Warrants Securities Reflected in
Plan Category and Rights and Rights Column (a))
(a) (b) (c)
Equity compensation plans approved by
security holders ................. 23,726,820(1) 31.20(2) 11,212,065(3)
Equity compensation plans not approved
by security holders(4) ............. 931,351 32.59(2) 7,340,965
Total .......................... 24,658,171(1) 31.28(2) 18,553,030(3)
(1) Includes 5,930,782 shares issuable in respect of RSUs, performance units and deferred units. The
performance units included in this share number reflect the target number payout. For additional
information about performance units, refer to the information on page 48 and under the 2011 Grants
of Plan-Based Awards Table beginning on page 60 of this proxy statement.
(2) Weighted average exercise price of outstanding options and SARs only.
(3) Includes 5,606,032 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?
Proxy Statement
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
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
Management Planning and Development 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. Our shareholders approved the 1999 Plan in May 1999, and 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 90,000,000 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.
75