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YUM! BRANDS, INC.-2013Proxy Statement60
Proxy Statement
EQUITY COMPENSATION PLAN INFORMATION
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.
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-qualifi ed stock options, SARs, restricted stock and
restricted stock units. Employees, other than executive offi cers,
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-qualifi ed stock options, SARs, restricted stock and
RSUs. Employees, other than executive offi cers, 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 fi eld operation positions
that support RGMsand have profi t and loss responsibilities within
a defi ned region or area. While all non-executive offi cer employees
are eligible to receive awards under the RGM plan, all awards
granted have been to RGMsor their direct supervisors in the fi eld.
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 Offi cer of the
Company. The Board of Directors approved the RGM Plan on
January20, 1998.