Pizza Hut 2013 Annual Report Download - page 83

YUM! BRANDS, INC.-2014Proxy Statement 61
Proxy Statement
EQUITY COMPENSATION PLAN INFORMATION
similar companies and align the interest of employees and
directors with those of our shareholders. The 1999 Plan is
administered by the Management Planning and Development
Committee of the Board of Directors (the “Committee”). The
exercise price of a stock option grant or SAR under the
1999 Plan may not be less than the average market price
of our stock on the date of grant for years prior to 2008
or the closing price of our stock on the date of the grant
beginning in 2008, and no options or SARs may have a
term of more than ten years. The options and SARs that
are currently outstanding under the 1999 Plan generally
vest over a one to four year period and expire ten years
from the date of the grant. Our shareholders approved the
1999 Plan in May 1999, and the plan as amended in 2003
and again in 2008. The performance measures of the 1999
Plan were re-approved by our shareholders in May 2013.
What are the key features of the 1997 Plan?
The 1997 Plan provides for the issuance of up to 90,000,000
shares of stock. Effective January 1, 2002, only restricted
shares could be issued under this plan. This plan is utilized
with respect to payouts on shares from our deferral plans
and was originally approved by PepsiCo, Inc. as the sole
shareholder of the Company in 1997, prior to the spin-off
of the Company from PepsiCo, Inc. on October 6, 1997.
What are the key features of the SharePower Plan?
The SharePower Plan provides for the issuance of up to
28,000,000 shares of stock. The SharePower Plan allows
us to award non-qualified stock options, SARs, restricted
stock and restricted stock units. Employees, other than
executive officers, are eligible to receive awards under the
SharePower Plan. The SharePower Plan is administered
by the Committee. The exercise price of a stock option
or SAR grant under the SharePower Plan may not be less
than the closing price of our stock on the date of the grant
and no option or SAR may have a term of more than ten
years. The options that are currently outstanding under
the SharePower Plan generally vest over a one to four year
period beginning on the date of grant. The SharePower
Plan was originally approved by PepsiCo, Inc. as the sole
shareholder of the Company in 1997, prior to the spin-off
of the Company from PepsiCo, Inc. on October 6, 1997.
What are the key features of the RGM Plan?
The RGM Plan provides for the issuance of up to 30,000,000
shares of common stock at a price equal to or greater than
the closing price of our stock on the date of grant. The RGM
Plan allows us to award non-qualified stock options, SARs,
restricted stock and RSUs. Employees, other than executive
officers, are eligible to receive awards under the RGM Plan.
The purpose of the RGM Plan is (i) to give restaurant general
managers (“RGMs”) the opportunity to become owners of
stock, (ii) to align the interests of RGMs with those of YUM’s
other shareholders, (iii) to emphasize that the RGM is YUM’s
#1 leader, and (iv) to reward the performance of RGMs. In
addition, the Plan provides incentives to Area Coaches,
Franchise Business Leaders and other supervisory field
operation positions that support RGMs and have profit and
loss responsibilities within a defined region or area. While
all non-executive officer employees are eligible to receive
awards under the RGM plan, all awards granted have been
to RGMs or their direct supervisors in the field. Grants to
RGMs generally have four year vesting and expire after ten
years. The RGM Plan is administered by the Committee,
and the Committee has delegated its responsibilities to the
Chief People Officer of the Company. The Board of Directors
approved the RGM Plan on January 20, 1998.