Pizza Hut 2012 Annual Report Download - page 88

YUM! BRANDS, INC.-2013Proxy StatementA-6
Proxy Statement
APPENDIX
(b) The Plan does not constitute a contract of employment, and
selection as a Participant will not give any participating employee
or other individual the right to be retained in the employ of
the Company or any Subsidiary or the right to continue to
provide services to the Company or any Subsidiary, nor any
right or claim to any benefi t under the Plan, unless such right
or claim has specifi cally accrued under the terms of the Plan.
Except as otherwise provided in the Plan, no Award under
the Plan shall confer upon the holder thereof any rights as a
shareholder of the Company prior to the date on which the
individual fulfi lls all conditions for receipt of such rights.
4.14 Evidence. Evidence required of anyone under the Plan may be
by certifi cate, affi davit, document or other information which
the person acting on it considers pertinent and reliable, and
signed, made or presented by the proper party or parties.
Section 5 Change in Control
Subject to the provisions of paragraph 4.2(f) (relating to the
adjustment of shares), and except as otherwise provided in the
Plan or the Award Agreement refl ecting the applicable Award, the
Committee may provide under the terms of any Award that upon
the occurrence of a Change in Control:
(a) All outstanding Options (regardless of whether in tandem
with SARs) shall become fully exercisable.
(b) All outstanding SARs (regardless of whether in tandem with
Options) shall become fully exercisable.
(c) All Stock Units, Restricted Stock, Restricted Stock Units, and
Performance Shares (including any Award payable in Stock
which is granted in conjunction with a Company deferral
program) shall become fully vested.
Notwithstanding anything in this Plan or any Award agreement to
the contrary, to the extent any provision of this Plan or an Award
agreement would cause a payment of deferred compensation that
is subject to Code section 409A to be made upon the occurrence
of a Change in Control, then such payment shall not be made
unless such Change in Control also constitutes a “change in
ownership”, “change in effective control” or “change in ownership of
a substantial portion of the Company’s assets” within the meaning
of Code section 409A. Any payment that would have been made
except for the application of the preceding sentence shall be made
in accordance with the payment schedule that would have applied
in the absence of a Change in Control.
Section 6 Committee
6.1 Administration. The authority to control and manage the
operation and administration of the Plan shall be vested in a
committee (the “Committee”) in accordance with this Section 6.
The Committee shall be selected by the Board, and shall consist
solely of two or more non-employee members of the Board. If the
Committee does not exist, or for any other reason determined
by the Board, the Board may take any action under the Plan
that would otherwise be the responsibility of the Committee.
As of the date this Plan is adopted, the Committee shall mean
the Compensation Committee of the Board of Directors.
6.2 Powers of Committee. The Committee’s administration of
the Plan shall be subject to the following:
(a) Subject to the provisions of the Plan, the Committee will
have the authority and discretion to select from among the
Eligible Individuals those persons who shall receive Awards,
to determine the time or times of receipt, to determine the
types of Awards and the number of shares covered by the
Awards, to establish the terms, conditions, performance
criteria, restrictions, and other provisions of such Awards,
and (subject to the restrictions imposed by Section 7) to
cancel or suspend Awards.
(b) To the extent that the Committee determines that the
restrictions imposed by the Plan preclude the achievement
of the material purposes of the Awards in jurisdictions outside
the United States, the Committee will have the authority and
discretion to modify those restrictions as the Committee
determines to be necessary or appropriate to conform to
applicable requirements or practices of jurisdictions outside
of the United States.
(c) The Committee will have the authority and discretion to
interpret the Plan, to establish, amend, and rescind any rules
and regulations relating to the Plan, to determine the terms
and provisions of any Award Agreement made pursuant to
the Plan, and to make all other determinations that may be
necessary or advisable for the administration of the Plan.
(d) Any interpretation of the Plan by the Committee and any
decision made by it under the Plan is fi nal and binding on
all persons.
(e) In controlling and managing the operation and administration
of the Plan, the Committee shall take action in a manner that
conforms to the articles and by-laws of the Company, and
applicable state corporate law.
6.3 Delegation by Committee. Except to the extent prohibited by
applicable law or the applicable rules of a stock exchange, the
Committee may allocate all or any portion of its responsibilities
and powers to any one or more of its members and may
delegate all or any part of its responsibilities and powers to
any person or persons selected by it. Any such allocation or
delegation may be revoked by the Committee at any time. Until
action to the contrary is taken by the Board or the Committee,
the Committee’s authority with respect to Awards and other
matters concerning Participants below the Partners Council
or Executive Offi cer level is delegated to the Chief Executive
Offi cer or the Chief People Offi cer of the Company.