Pizza Hut 2012 Annual Report Download - page 89

YUM! BRANDS, INC.-2013Proxy Statement A-7
Proxy Statement
APPENDIX
6.4 Information to be Furnished to Committee. The Company
and Subsidiaries shall furnish the Committee with such
data and information as it determines may be required for
it to discharge its duties. The records of the Company and
Subsidiaries as to an employee’s or Participant’s employment
(or other provision of services), termination of employment
(or cessation of the provision of services), leave of absence,
reemployment and compensation shall be conclusive on
all persons unless determined to be incorrect. Participants
and other persons entitled to benefi ts under the Plan must
furnish the Committee such evidence, data or information
as the Committee considers desirable to carry out the terms
of the Plan.
6.5 Misconduct. If the Committee determines that a present
or former employee has (i) used for profi t or disclosed to
unauthorized persons, confi dential or trade secrets of YUM!; (ii)
breached any contract with or violated any fi duciary obligation
to YUM!; or (iii) engaged in any conduct which the Committee
determines is injurious to the Company, the Committee may
cause that employee to forfeit his or her outstanding awards
under the Plan, provided, however, that during the pendency
of a Potential Change in Control and as of and following the
occurrence a Change in Control, no outstanding awards
under the Plan shall be subject to forfeiture pursuant to this
Section 6.5.
A “Potential Change in Control” shall exist during any period
in which the circumstances described in items (i), (ii), (iii) or
(iv), below, exist (provided, however, that a Potential Change
in Control shall cease to exist not later than the occurrence
of a Change in Control):
(i) The Company or any successor or assign thereof enters
into an agreement, the consummation of which would result
in the occurrence of a Change in Control; provided that a
Potential Change in Control described in this item (i) shall
cease to exist upon the expiration or other termination of all
such agreements.
(ii) Any Person (including the Company) publicly announces
an intention to take or to consider taking actions which
if consummated would constitute a Change in Control;
provided that a Potential Change in Control described in
this item (ii) shall cease to exist upon the withdrawal of such
intention, or upon a reasonable determination by the Board
that there is no reasonable chance that such actions would
be consummated.
(iii) Any Person becomes the Benefi cial Owner, directly or
indirectly, of securities of the Company representing 15%
or more of the combined voting power of the Company’s
then outstanding securities (not including in the securities
benefi cially owned by such Person any securities acquired
directly from the Company or any of its affi liates). However,
a Potential Change in Control shall not be deemed to exist
by reason of ownership of securities of the Company by any
person, to the extent that such securities of the Company are
acquired pursuant to a reorganization, recapitalization, spin-off
or other similar transactions (including a series of prearranged
related transactions) to the extent that immediately after such
transaction or transactions, such securities are directly or
indirectly owned in substantially the same proportions as
the proportions of ownership of the Company’s securities
immediately prior to the transaction or transactions.
(iv) The Board adopts a resolution to the effect that, for purposes
of this Plan, a potential change in control exists; provided
that a Potential Change in Control described in this item
(iv) shall cease to exist upon a reasonable determination by
the Board that the reasons that give rise to the resolution
providing for the existence of a Potential Change in Control
have expired or no longer exist.
Section 7 Amendment and Termination
The Board may, at any time, amend or terminate the Plan, provided
that (i) no amendment or termination may, in the absence of
written consent to the change by the affected Participant (or, if the
Participant is not then living, the affected benefi ciary), adversely
affect the rights of any Participant or benefi ciary under any Award
granted under the Plan prior to the date such amendment is adopted
by the Board; (ii) no amendments may increase the limitations on
the number of shares set forth in subsections 4.2(b) and 4.2(e)
or decrease the minimum Option or SAR Exercise Price set forth
in subsection 2.2 unless any such amendment is approved by
the Company’s shareholders; (iii) the provisions of subsection 2.6
(relating to Option repricing) may not be amended, unless any
such amendment is approved by the Company’s shareholders; (iv)
no amendment may expand the defi nition of Eligible Individual in
subsection 8(e), unless any such amendment is approved by the
Company’s shareholders; (v) no amendment may decrease the
minimum restriction or performance period set forth in subsection
3.2(b), unless any such amendment is approved by the Company’s
shareholders; (vi) adjustments pursuant to subsection 4.2(f) shall
not be subject to the foregoing limitations of this Section 7; and
(vii) no amendment or termination shall be adopted or effective if
it would result in accelerated recognition of income or imposition
of additional tax under Code section 409A or, except as otherwise
provided in the amendment, would cause amounts that were not
otherwise subject to Code section 409A to become subject to
Code section 409A.