Pizza Hut 2011 Annual Report Download - page 94

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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, SARs, restricted stock and restricted stock units.
Employees, other than executive officers, are eligible to receive awards under the SharePower Plan. The
SharePower Plan is administered by the Management Planning and Development Committee of the Board
of Directors. The exercise price of a stock option or SAR grant under the SharePower Plan may not be less
than the closing price of our stock on the date of the grant and no option or SAR may have a term of more
than ten years. The options that are currently outstanding under the SharePower Plan generally vest over a
one to four year period beginning on the date of grant. The SharePower Plan 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 RGM Plan?
The RGM Plan provides for the issuance of up to 30,000,000 shares of common stock at a price equal
to or greater than the closing price of our stock on the date of grant. The RGM Plan allows us to award
non-qualified stock options, SARs, restricted stock and RSUs. Employees, other than executive officers,
are eligible to receive awards under the RGM Plan. The purpose of the RGM Plan is (i) to give restaurant
general managers (‘‘RGMs’’) the opportunity to become owners of stock, (ii) to align the interests of
RGMs with those of YUM’s other shareholders, (iii) to emphasize that the RGM is YUM’s #1 leader, and
(iv) to reward the performance of RGMs. In addition, the Plan provides incentives to Area Coaches,
Franchise Business Leaders and other supervisory field operation positions that support RGMs and have
profit and loss responsibilities within a defined region or area. While all non-executive officer employees
are eligible to receive awards under the RGM plan, all awards granted have been to RGMs or their direct
supervisors in the field. Grants to RGMs generally have four year vesting and expire after ten years. The
RGM Plan is administered by the Management Planning and Development Committee of the Board of
Directors, and the Management Planning and Development Committee has delegated its responsibilities
to the Chief People Officer of the Company. The Board of Directors approved the RGM Plan on
January 20, 1998.
Proxy Statement
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