Pizza Hut 2012 Annual Report Download - page 90

YUM! BRANDS, INC.-2013Proxy StatementA-8
Proxy Statement
APPENDIX
Section 8 Defi ned Terms
In addition to the other defi nitions contained herein, the following
defi nitions shall apply:
(a) 409A Award. The term “409A Award” shall mean each Plan
Award that was not both earned and vested as of December
31, 2004, and all other Plan Awards that were materially
modifi ed after October 3, 2004, determined in each case
within the meaning of Code section 409A.
(b) Award. The term “Award” shall mean any award or benefi t
granted under the Plan, including, without limitation, the
grant of Options, SARs, Stock Unit Awards, Restricted Stock
Awards, Restricted Stock Unit Awards, Performance Unit
Awards, and Performance Share Awards.
(c) Board. The term “Board” shall mean the Board of Directors
of the Company.
(d) Change in Control. Except as otherwise provided by the
Committee, a “Change in Control” shall be deemed to have
occurred if the event set forth in any one of the following
paragraphs shall have occurred:
(i) any Person is or becomes the Benefi cial Owner, directly or
indirectly, of securities of the Company (not including in the
securities benefi cially owned by such Person any securities
acquired directly from the Company or its Affi liates)
representing 20% or more of the combined voting power
of the Company’s then outstanding securities, excluding
any Person who becomes such a Benefi cial Owner in
connection with a transaction described in clause (I) of
paragraph (iii) below; or
(ii) the following individuals’ cease for any reason to constitute
a majority of the number of directors then serving;
individuals who, on the date hereof, constitute the Board
and any new director (other than a director whose initial
assumption of offi ce is in connection with an actual or
threatened election contest, including but not limited to
a consent solicitation, relating to the election of directors
of the Company), whose appointment or election by
the Board or nomination for election by the Company’s
stockholders was approved or recommended by a vote
of at least two-thirds (2/3) of the directors then still in
offi ce who either were directors on the date hereof or
whose appointment, election or nomination for election
was previously so approved or recommended; or
(iii) there is consummated a merger or consolidation of the
Company or any direct or indirect Subsidiary with any
other corporation, other than (I) a merger or consolidation
immediately following which those individuals who
immediately prior to the consummation of such merger or
consolidation, constituted the Board, constitute a majority
of the board of directors of the Company or the surviving
or resulting entity or any parent thereof, or (II) a merger or
consolidation effected to implement a recapitalization of
the Company (or similar transaction) in which no Person is
or becomes the Benefi cial Owner, directly or indirectly, of
securities of the Company (not including in the securities
benefi cially owned by such Person any securities acquired
directly from the Company or its Affi liates) representing
20% or more of the combined voting power of the
Company’s then outstanding securities.
Notwithstanding the foregoing, a “Change in Control” shall not
be deemed to have occurred by virtue of the consummation of
any transaction or series of integrated transactions immediately
following which the record holders of the common stock
of the Company immediately prior to such transaction or
series of transactions continue to have substantially the
same proportionate ownership in an entity which owns all
or substantially all of the assets of the Company immediately
following such transaction or series of transactions.
“Affi liate” shall have the meaning set forth in Rule 12b-2
under Section 12 of the Exchange Act.
“Benefi cial Owner” shall have the meaning set forth in Rule
13d-3 under the Exchange Act, except that a Person shall
not be deemed to be the Benefi cial Owner of any securities
which are properly fi led on a Form 13-G.
“Exchange Act” shall mean the Securities Exchange Act of
1934, as amended from time to time.
“Person” shall have the meaning given in Section 3(a)(9) of
the Exchange Act, as modifi ed and used in Sections 13(d)
and 14(d) thereof, except that such term shall not include
(i) YUM! or any of its Affi liates; (ii) a trustee or other fi duciary
holding securities under an employee benefi t plan of YUM!
or any of its subsidiaries; (iii) an underwriter temporarily
holding securities pursuant to an offering of such securities;
or (iv) a corporation owned, directly or indirectly, by the
stockholders of YUM! in substantially the same proportions
as their ownership of stock of YUM!.
(e) Code. The term “Code” means the Internal Revenue Code
of 1986, as amended. A reference to any provision of the
Code shall include reference to any successor provision of
the Code.
(f) Eligible Individual. For purposes of the Plan, the term “Eligible
Individual” shall mean any employee of the Company or a
Subsidiary, and any director of the Company. An Award may
be granted to an employee, in connection with hiring, retention
or otherwise, prior to the date the employee fi rst performs
services for the Company or the Subsidiaries, provided that
such Awards shall not become vested prior to the date the
employee fi rst performs such services.
(g) Fair Market Value. For purposes of determining the “Fair
Market Value” of a share of Stock as of any date, Fair Market
Value shall mean the average between the lowest and highest
reported sale prices of the Stock on that date on the principal
exchange on which the Stock is then listed or admitted to
trading. If the day is not a business day, the Fair Market Value
of the Stock shall be determined as of the last preceding
business day.
(h) Subsidiaries. The term “Subsidiary” means any corporation,
partnership, joint venture or other entity during any period