Pizza Hut 2012 Annual Report Download - page 87

YUM! BRANDS, INC.-2013Proxy Statement A-5
Proxy Statement
APPENDIX
for actions, inactions, decisions, indecisions or any other
role in relation to the Plan by a protected party if made
or undertaken in good faith or in reliance on the advice of
counsel (who may be counsel for the Company), or made
or undertaken by someone other than a protected party.
4.5 Grant and Use of Awards. Subject to subsection 4.4: In the
discretion of the Committee, a Participant may be granted
any Award permitted under the provisions of the Plan, and
more than one Award may be granted to a Participant.
Awards may be granted as alternatives to or replacement
of awards granted or outstanding under the Plan, or any
other plan or arrangement of the Company or a Subsidiary
(including a plan or arrangement of a business or entity,
all or a portion of which is acquired by the Company or a
Subsidiary). Subject to the overall limitation on the number
of shares of Stock that may be delivered under the Plan, the
Committee may use available shares of Stock as the form
of payment for compensation, grants or rights earned or
due under any other compensation plans or arrangements
of the Company or a Subsidiary, including the plans and
arrangements of the Company or a Subsidiary assumed in
business combinations. Notwithstanding the provisions of
subsection 2.2, Options and SARs granted under the Plan in
replacement for awards under plans and arrangements of the
Company, Subsidiaries, or other companies that are assumed
in business combinations may provide for exercise prices that
are less than the Fair Market Value of the Stock at the time
of the replacement grants, if the Committee determines that
such exercise price is appropriate to preserve the economic
benefi t of the award and that it will not impair the exemption
of the Options or SAR from Code section 409A (unless the
Committee clearly and expressly foregoes such exemption
at the time the Options or SARs are granted).
4.6 Dividends and Dividend Equivalents. Subject to subsection
4.4: An Award (including without limitation an Option or SAR
Award) may provide the Participant with the right to receive
dividend payments or dividend equivalent payments with
respect to Stock subject to the Award (both before and
after the Stock subject to the Award is earned, vested, or
acquired), which payments may be either made currently
or credited to an account for the Participant, and may be
settled in cash or Stock, as determined by the Committee.
Any such settlements, and any such crediting of dividends or
dividend equivalents or reinvestment in shares of Stock, may
be subject to such conditions, restrictions and contingencies
as the Committee shall establish, including the reinvestment
of such credited amounts in Stock equivalents.
4.7 Settlement and Payments. Subject to subsection 4.4:
Awards may be settled through cash payments, the delivery
of shares of Stock, the granting of replacement Awards,
or combination thereof as the Committee shall determine.
Any Award settlement, including payment deferrals, may be
subject to such conditions, restrictions and contingencies as
the Committee shall determine. The Committee may permit
or require the deferral of any Award payment, subject to
such rules and procedures as it may establish, which may
include provisions for the payment or crediting of interest, or
dividend equivalents, including converting such credits into
deferred Stock equivalents. Each Subsidiary shall be liable
for payment of cash due under the Plan with respect to any
Participant to the extent that such benefi ts are attributable to
the services rendered for that Subsidiary by the Participant.
Any disputes relating to liability of a Subsidiary for cash
payments shall be resolved by the Committee.
4.8 Transferability. Except as otherwise provided by the
Committee, Awards under the Plan are not transferable
except as designated by the Participant by will or by the
laws of descent and distribution.
4.9 Form and Time of Elections. Unless otherwise specifi ed
herein, each election required or permitted to be made by
any Participant or other person entitled to benefi ts under the
Plan, and any permitted modifi cation, or revocation thereof,
shall be in writing fi led with the Committee at such times, in
such form, and subject to such restrictions and limitations,
not inconsistent with the terms of the Plan, as the Committee
shall require.
4.10 Agreement with Company. An Award under the Plan shall
be subject to such terms and conditions, not inconsistent
with the Plan, as the Committee shall, in its sole discretion,
prescribe. The terms and conditions of any Award to any
Participant shall be refl ected in such form of written document
as is determined by the Committee. A copy of such document
shall be provided to the Participant, and the Committee may,
but need not require that the Participant sign a copy of such
document. Such document is referred to in the Plan as an
“Award Agreement” regardless of whether any Participant
signature is required.
4.11 Action by Company or Subsidiary. Any action required or
permitted to be taken by the Company or any Subsidiary shall
be by resolution of its board of directors, or by action of one
or more non-employee members of the board (including a
committee of the board) who are duly authorized to act for the
board, or (except to the extent prohibited by applicable law or
applicable rules of any stock exchange) by a duly authorized
offi cer of such company, or by any employee of the Company
or any Subsidiary who is delegated by the board of directors
authority to take such action.
4.12 Gender and Number. Where the context admits, words
in any gender shall include any other gender, words in the
singular shall include the plural and the plural shall include
the singular.
4.13 Limitation of Implied Rights.
(a) Neither a Participant nor any other person shall, by reason
of participation in the Plan, acquire any right in or title to any
assets, funds or property of the Company or any Subsidiary
whatsoever, including, without limitation, any specifi c funds,
assets, or other property which the Company or any Subsidiary,
in its sole discretion, may set aside in anticipation of a liability
under the Plan. A Participant shall have only a contractual
right to the Stock or amounts, if any, payable under the Plan,
unsecured by any assets of the Company or any Subsidiary,
and nothing contained in the Plan shall constitute a guarantee
that the assets of the Company or any Subsidiary shall be
suffi cient to pay any benefi ts to any person.