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YUM! BRANDS, INC.-2012 Form10-K 75
Form 10-K
PART IV
Exhibit Index (Item 15)
Exhibit
Number Description of Exhibits
3.1
Restated Articles of Incorporation of YUM, effective May26, 2011, which is incorporated herein by reference from Exhibit 3.1
to YUM’s Report on Form 8-K fi led on May31, 2011.
3.2
Amended and restated Bylaws of YUM, effective May26, 2011, which are incorporated herein by reference from Exhibit 3.2
to YUM’s Report on Form 8-K fi led on May31, 2011.
4.1
Indenture, dated as of May1, 1998, between YUM and J.P. Morgan Chase Bank, National Association, successor in interest
to The First National Bank of Chicago, which is incorporated herein by reference from Exhibit 4.1 to YUM’s Report on Form 8-K
fi led on May13, 1998.
(i)
6.25% Senior Notes due April15, 2016 issued under the foregoing May1, 1998 indenture, which notes are incorporated
by reference from Exhibit 4.2 to YUM’s Report on Form 8-K fi led on April17, 2006.
(ii)
6.25% Senior Notes due March15, 2018 issued under the foregoing May1, 1998 indenture, which notes are incorporated
by reference from Exhibit 4.2 to YUM’s Report on Form 8-K fi led on October22, 2007.
(iii)
6.875% Senior Notes due November15, 2037 issued under the foregoing May1, 1998 indenture, which notes are incorporated
by reference from Exhibit 4.3 to YUM’s Report on Form 8-K fi led on October22, 2007.
(iv)
4.25% Senior Notes due September15, 2015 issued under the foregoing May1, 1998 indenture, which notes are incorporated
by reference from Exhibit 4.1 to YUM’s Report on Form 8-K fi led on August25, 2009.
(v)
5.30% Senior Notes due September15, 2019 issued under the foregoing May1, 1998 indenture, which notes are incorporated
by reference from Exhibit 4.1 to YUM’s Report on Form 8-K fi led on August25, 2009.
(vi)
3.875% Senior Notes due November1, 2020 issued under the foregoing May1, 1998 indenture, which notes are incorporated
by reference from Exhibit 4.2 to YUM’s Report on Form 8-K fi led on August31, 2010.
(vii)
3.750% Senior Notes due November1, 2021 issued under the foregoing May1, 1998 indenture, which notes are incorporated
by reference from Exhibit 4.2 to YUM’s Report on Form 8-K fi led August29, 2011.
10.1 +
Master Distribution Agreement between Unifi ed Foodservice Purchasing Co-op, LLC, for and on behalf of itself as well as the
Participants, as defi ned therein (including certain subsidiaries of Yum! Brands, Inc.) and McLane Foodservice, Inc., effective as of
January1, 2011 and Participant Distribution Joinder Agreement between Unifi ed Foodservice Purchasing Co-op, LLC, McLane
Foodservice, Inc., and certain subsidiaries of Yum! Brands, Inc., which are incorporated herein by reference from Exhibit 10.1 to YUM’s
Quarterly Report on Form 10-Q for the quarter ended September4, 2010.
10.2
Credit Agreement, dated March22, 2012 among YUM, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative
Agent, Citibank, N.A. and Wells Fargo Bank, National Association, as Syndication Agents, J.P. Morgan Securities LLC, Citigroup
Global Markets Inc. and Wells Fargo Securities, LLC, as Lead Arrangers and Bookrunners and HSBC Bank USA, National Association,
US Bank, National Association and Fifth Third Bank, as Documentation Agents, which is incorporated herein by reference from Exhibit
10.26 to YUM’s Quarterly Report on Form 10-Q for quarter ended March24, 2012.
10.3†
YUM Director Deferred Compensation Plan, as effective October7, 1997, which is incorporated herein by reference from Exhibit 10.7
to YUM’s Annual Report on Form 10-K for the fi scal year ended December27, 1997.
10.3.1†
YUM Director Deferred Compensation Plan, Plan Document for the 409A Program, as effective January1, 2005, and as Amended
through November14, 2008, which is incorporated by reference from Exhibit 10.7.1 to YUM’s Quarterly Report on Form 10-Q
for the quarter ended June13, 2009.
10.4†
YUM 1997 Long Term Incentive Plan, as effective October7, 1997, which is incorporated herein by reference from Exhibit 10.8 to
YUM’s Annual Report on Form 10-K for the fi scal year ended December27, 1997.
10.5†
YUM Executive Incentive Compensation Plan, as effective May20, 2004, and as Amended through the Second Amendment,
as effective May21, 2009, which is incorporated herein by reference from Exhibit A of YUM’s Defi nitive Proxy Statement on Form DEF
14A for the Annual Meeting of Shareholders held on May21, 2009.
10.6†
YUM Executive Income Deferral Program, as effective October7, 1997, and as amended through May16, 2002, which is incorporated
herein by reference from Exhibit 10.10 to YUM’s Annual Report on Form 10-K for the fi scal year ended December31, 2005.
10.6.1†
YUM! Brands Executive Income Deferral Program, Plan Document for the 409A Program, as effective January1, 2005, and as
Amended through June30, 2009, which is incorporated by reference from Exhibit 10.10.1 to YUM’s Quarterly Report on Form 10-Q
for the quarter ended June13, 2009.
10.7†
YUM! Brands Pension Equalization Plan, Plan Document for the Pre-409A Program, as effective January1, 2005, and as Amended
through December31, 2010, which is incorporated by reference from Exhibit 10.7 to Yum’s Quarterly Report on Form 10-Q
for the quarter ended March19, 2011.
10.7.1†
YUM! Brands, Inc. Pension Equalization Plan, Plan Document for the 409A Program, as effective January1, 2005, and as Amended
through December30, 2008, which is incorporated by reference from Exhibit 10.13.1 to YUM’s Quarterly Report on Form 10-Q
for the quarter ended June13, 2009.
10.8†
Form of Directors’ Indemnifi cation Agreement, which is incorporated herein by reference from Exhibit 10.17 to YUM’s Annual Report
on Form 10-K for the fi scal year ended December27, 1997.
10.9†
Amended and restated form of Severance Agreement (in the event of a change in control), which is incorporated herein by reference
from Exhibit 10.17 to YUM’s Annual Report on Form 10-K for the fi scal year ended December30, 2000.
10.9.1†
YUM! Brands, Inc. 409A Addendum to Amended and restated form of Severance Agreement, as effective December31, 2008,
which is incorporated by reference from Exhibit 10.17.1 to YUM’s Quarterly Report on Form 10-Q for the quarter ended June13, 2009.