Pizza Hut 2013 Annual Report Download - page 90

YUM! BRANDS, INC.-2014Proxy StatementA-2
Proxy Statement
APPENDIX
(b) In the sole discretion of the Committee, the Award for
each Participant may be limited to the Participant’s
Target Amount multiplied by the percent attainment
(determined in accordance with the applicable Award
Schedule), subject to the following:
(i) Subject to Section 3 and the provisions of this
subsection 2.2, the Committee may adjust such
Award for individual performance on the basis
of such quantitative and qualitative performance
measures and evaluations as it deems appropriate.
The Committee may make such adjustments as it
deems appropriate in the case of any Participant
whose position with the Company has changed
during the applicable Performance Period.
(ii) The Committee shall have the discretion to adjust
performance goals and the methodology used
to measure the determination of the degree of
attainment of such goals; provided, however, that, to
the extent required by the requirements applicable
to Performance-Based Compensation, any Award
designated as intended to satisfy the requirements
for Performance-Based Compensation may not be
adjusted under this paragraph (b) or otherwise in
a manner that increases the value of such Award.
Except as otherwise provided by the Committee,
the Committee shall retain the discretion to adjust
such Awards in a manner that does not increase
such Awards.
(c) Notwithstanding any other provision of the Plan, in no
event will a Participant become eligible for payment for an
Award for any calendar year in excess of $10,000,000.
(d) No segregation of any moneys or the creation of any
trust or the making of any special deposit shall be
required in connection with any Awards made or to
be made under the Plan.
2.3 Payment of Awards. Subject to Sections 2.5 and 3, the
amount earned with respect to any Award shall be paid
in cash at such time as is determined by the Committee;
provided, however, that unless otherwise provided by
the Committee, such payment shall be made no later
than the fifteenth day of the third month of the calendar
year following the calendar year in which the applicable
Performance Period ends. If a Participant to whom
an Award has been made dies prior to the payment
of the Award, such payment shall be delivered to the
Participant’s legal representative or to such other person
or persons as shall be determined by the Committee.
The Company shall have the right to deduct from all
amounts payable under the Plan any taxes required
by law to be withheld with respect thereto; provided,
however, that to the extent provided by the Committee,
any payment under the Plan may be deferred and to
the extent deferred, may be credited with an interest
or earnings factor as determined by the Committee.
2.4 Return of Overpayments. If the amount paid with
respect to an Award granted after December 31,
2008 is based on the attainment of a level of objective
performance goals that is later determined to have been
inaccurate, such inaccuracy was caused by misconduct
by an employee of the Company or a Subsidiary, and
as a result the amount paid with respect to the Award
is greater than it should have been, then:
(1) The Participant (regardless of whether then employed)
whose misconduct caused the inaccuracy will be
required to repay the excess.
(2) The Committee administering the Plan may require
an active or former Participant (regardless of whether
then employed) to repay the excess previously received
by that Participant if the Committee concludes that
the repayment is necessary to prevent the Participant
from unfairly benefiting from the inaccuracy. However,
repayment under this paragraph (2) shall apply to an
active or former Participant only if the Committee
reasonably determines that, prior to the time the amount
was paid (or, if payment of the amount is electively
deferred by the Participant, at the time the amount
would have been paid in the absence of the deferral),
such Participant knew or should have known that
the amount was greater than it should have been
by reason of the inaccuracy. Further, the amount to
be repaid by the Participant may not be greater than
the excess of (i) the amount paid to the Participant
over (ii) the amount that would have been paid to a
Participant in the absence of the inaccuracy, provided
that, in determining the amount under this clause (ii), the
Committee may take into account only the inaccuracy
of which the Participant knew or should have known,
and which the Participant knew or should have known
was caused by misconduct.
Instead of (or in addition to) requiring repayment, the
Committee may adjust a Participant’s future compensation
and the Company and/or Subsidiary shall be entitled to set-
off against the amount of any such gain any amount owed
to the Participant by the Company and/or Subsidiary. For
this purpose, the term “misconduct” means fraudulent or
illegal conduct or omission that is knowing or intentional.
However, the foregoing provisions of this subsection 2.4
shall not apply to any reductions in Awards made after a
Change in Control (as defined in the Yum! Brands, Inc.
Long Term Incentive Plan) to the extent that Awards were
granted before a Change in Control.