Pizza Hut 2013 Annual Report Download - page 91

YUM! BRANDS, INC.-2014Proxy Statement A-3
Proxy Statement
APPENDIX
2.5 Termination of Employment. Except to the extent
otherwise provided by the Committee, if a Participant’s
Date of Termination with respect to any Award occurs
prior to the last day of the Performance Period for the
Award, then, except in the case of death, disability or
normal retirement (determined in accordance with the
qualified retirement plans of the Company) or except
as provided in Section 3, the Participant shall forfeit
the Award. Except to the extent otherwise provided by
the Committee, if a Participant’s Date of Termination
due to the death or disability occurs prior to the last
day of the Performance Period for the Award, then the
amount earned with respect to any such Award for the
applicable Performance Period shall be determined by
the Committee in its sole discretion and shall be paid
in cash as soon as administratively possible following
such Date of Termination; provided, however, that
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 Date of Termination
occurs. Except to the extent otherwise provided by
the Committee, if a Participant’s Date of Termination
due to the retirement of the Participant occurs prior to
the last day of the Performance Period for the Award,
then the amount earned with respect to any such
Award for the applicable Performance Period shall be
determined in accordance with Section 2.2 and paid
out at the time specified in Section 2.3.
Section 3 Change in Control Benefits on Change In Control
Except to the extent otherwise provided by the Committee,
within ten (10) business days following the occurrence of
a Change in Control (as defined in the Yum! Brands, Inc.
Long Term Incentive Plan), each individual who has been
granted an Award pursuant to the Plan shall be paid an
amount equal to (I) to the greater of (A) the Participant’s
target award for the period in which the Change in Control
occurs and (B) the award the Participant would have earned
for such period, assuming continued achievement of the
relevant performance goals at the rate achieved as of the
date of the Change in Control, multiplied by (II) a fraction the
numerator of which is the number of days in the Performance
Period which have elapsed as of the Change in Control,
and the denominator of which is the number of days in the
Performance Period. Any former Participant in the Plan
who was granted an Award pursuant to the Plan for the
period in which the Change in Control occurs and whose
employment with the Company was involuntarily terminated
(other than for cause) during a Potential Change in Control
(as defined in the Yum! Brands, Inc. Long Term Incentive
Plan) and within one year preceding the occurrence of a
Change in Control shall likewise be paid the amount of
such annual incentive award as if Yum had fully achieved
the applicable performance target(s) for the Performance
Period in which the Change in Control occurs paid within
ten (10) business days following the occurrence of the
applicable Change in Control.
Section 4 Miscellaneous
4.1. Transferability. Any payment to which a Participant may
be entitled under the Plan shall be free from the control
or interference of any creditor of such Participant and
shall not be subject to attachment or susceptible of
anticipation or alienation. The interest of a Participant
shall not be transferable except by will or the laws of
descent and distribution.
4.2. No Right To Participate; Employment. Neither the
adoption of the Plan nor any action of the Committee
shall be deemed to give any Eligible Employee any
right to be designated as a Participant under the Plan.
Further, nothing contained in the Plan, nor any action
by the Committee or any other person hereunder, shall
be deemed to confer upon any Eligible Employee any
right of continued employment with the Company or any
Subsidiary or Affiliate or to limit or diminish in any way
the right of the Company or any Subsidiary or Affiliate
to terminate his or her employment at any time with or
without cause.
4.3. Nonexclusivity of the Plan. This Plan is not intended
to and shall not preclude the Board from adopting,
continuing, amending or terminating such additional
compensation arrangements as it deems desirable for
Participants under this Plan, including, without limitation,
any thrift, savings, investment, stock purchase, stock
option, profit sharing, pension, retirement, insurance
or other incentive plan.