Pizza Hut 2013 Annual Report Download - page 89

YUM! BRANDS, INC.-2014Proxy Statement A-1
Proxy Statement
Appendix A YUM! Brands, Inc.
Executive Incentive
Compensation Plan
Section 1 General
1.1 Purpose. The purpose of the Yum! Brands, Inc.
Executive Incentive Plan (the “Plan”) is to promote
the interests of Yum! Brands, Inc. (the “Company” or
“Yum”) and its shareholders by (i) motivating executives,
by means of performance-related incentives, to
achieve financial goals; (ii) attracting and retaining
executives of outstanding ability; (iii) strengthening the
Company’s capability to develop, maintain and direct a
competent executive staff; (iv) providing annual incentive
compensation opportunities which are competitive with
those of other major corporations; and (v) enabling
executives to participate in the growth and financial
success of the Company.
1.2 Participation. Subject to the terms and conditions of
the Plan, the Committee shall determine and designate,
from time to time, from among the Eligible Employees,
those persons who will be granted one or more Awards
under the Plan, and thereby become “Participants” in
the Plan.
1.3 Definitions. Capitalized terms in the Plan shall be
defined as set forth in the Plan (including the definition
provisions of Section 7 of the Plan).
Section 2 Awards
2.1 Grant of Awards.
(a) For any Performance Period, the Committee shall
determine and designate those Eligible Employees
(if any) who shall be granted Awards for the period,
and shall establish, with respect to each Award, (i)
a Target Amount, expressed as a percentage of the
recipient’s base salary for such Performance Period;
(ii) the performance goal(s) for the Performance Period
with respect to the Award; (iii) the payments to be
earned with respect to various levels of achievement
of the performance goal(s) for the Performance Period;
and (iv) whether the Award is intended to satisfy the
requirements for Performance-Based Compensation. For
any Performance Period for which Awards are granted,
the Committee shall create the Award Schedule, and
the determinations required for Awards intended to
be Performance-Compensation shall be made at the
time necessary to comply with such requirements.
The grant of an Award to any Eligible Employee for
any Performance Period shall not bestow upon such
Eligible Employee the right to receive an Award for any
other Performance Period.
(b) The performance goal(s) to be established with respect
to the grant of any Awards shall be based upon on
any one or more of the following measures: cash flow,
earnings per share, return on operating assets, return
on equity, operating profit, net income, revenue growth,
Company or system sales, shareholder return, gross
margin management, market share improvement,
market value added, restaurant development, customer
satisfaction, economic value added, operating income,
earnings before interest and taxes, earnings before
interest, taxes, depreciation and amortization, return
on invested capital and operating income margin
percentage. Such goals may be particular to a line of
business, Subsidiary, or other unit or may be based
on the Company or franchise system generally.
2.2 Determination of Award Amount. Payment with respect
to Awards for each Participant for a Performance Period
shall be determined in accordance with the Award
Schedule established by the Committee, subject to
the following:
(a) Prior to the payment with respect to any Award
designated as intended to satisfy the requirements
for Performance-Based Compensation, the Committee
shall certify the attainment of the performance goal(s)
and any other material terms.