Pizza Hut 2013 Annual Report Download - page 46

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YUM! BRANDS, INC.-2014Proxy Statement24
Proxy Statement
ITEM4RE-APPROVAL OF YUM! BRANDS, INC. EXECUTIVE INCENTIVE COMPENSATION PLAN PERFORMANCE MEASURES
Instead of (or in addition to) requiring repayment, the
Committee may adjust a Participant’s future compensation
and the Company and/or a subsidiary of the Company will
be entitled to set-off against the amount of any such gain
any amount owed to the Participant by the Company and/
or subsidiary� In any event, the repayment provisions of the
Incentive Plan will not apply to any reductions in Awards
made after a change in control of the Company to the extent
that the Award was granted before a change in control�
Administration. The Incentive Plan is administered by a
committee (the “Committee”) selected by the Board and
consisting solely of two or more non-employee members
of the Board� Subject to the terms of the Incentive Plan, the
Committee will have the authority and discretion to select
from among the Eligible Employees those persons who will
receive Awards, to determine the time or times of payment
with respect to the Awards, to establish the terms, conditions,
performance goals, restrictions, and other provisions of
such Awards, and to cancel or suspend Awards� The
Committee will have the authority and discretion to interpret
the Incentive Plan, to establish, amend, and rescind any rules
and regulations relating to the Incentive Plan, to determine
the terms and provisions of any Award made pursuant to
the Incentive Plan, and to make all other determinations that
may be necessary or advisable for the administration of the
Incentive Plan� Any interpretation of the Incentive Plan by the
Committee and any decision made by it under the Incentive
Plan is final and binding on all persons. 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. Until action to the contrary is taken
by the Committee, the Committee’s authority with respect
to matters concerning Participants below the Executive
Officer level is delegated to the Chief Executive Officer or
the Chief People Officer of the Company.
Amendment or Termination. The Board may, at any
time, amend or terminate the Incentive Plan, provided
that no amendment or termination may, in the absence
of consent to the change by the affected Participant,
adversely affect the rights of any Participant or beneficiary
under any Award granted under the Incentive Plan prior
to the date such amendment is adopted by the Board.
What vote is required to approve this proposal?
Approval of this proposal requires the affirmative vote of a majority of the shares present in person or represented by proxy
and entitled to vote at the Annual Meeting.
What is the recommendation of the Board of Directors?
The Board of Directors recommends that you vote FOR approval of this proposal.