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YUM! BRANDS, INC.-2014Proxy StatementA-4
Proxy Statement
APPENDIX
Section 5 Committee
5.1. Administration. The authority to control and manage the
operation and administration of the Plan shall be vested
in a committee (the “Committee”) in accordance with
this subsection 5.1. The Committee shall be selected
by the Board, and shall consist solely of two or more
non-employee members of the Board.
5.2. Powers of Committee. The Committee’s administration
of the Plan shall be subject to the following:
(a) Subject to the provisions of the Plan, the Committee will
have the authority and discretion to select from among
the Eligible Employees those persons who shall 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 (subject to the restrictions imposed
by Section 6) to cancel or suspend Awards.
(b) The Committee will have the authority and discretion to
interpret the Plan, to establish, amend, and rescind any
rules and regulations relating to the Plan, to determine
the terms and provisions of any Award made pursuant
to the Plan, and to make all other determinations that
may be necessary or advisable for the administration
of the Plan.
(c) Any interpretation of the Plan by the Committee and any
decision made by it under the Plan is final and binding
on all persons.
(d) In controlling and managing the operation and
administration of the Plan, the Committee shall take
action in a manner that conforms to the articles and
by-laws of the Company, and applicable state corporate
law.
5.3. Delegation by Committee. Except to the extent
prohibited by applicable law and except as may
otherwise be required for Awards intended to be
Performance-Based Compensation, 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. Any
such allocation or delegation may be revoked by the
Committee at any time. Until action to the contrary is
taken by the Board or Committee, the Committee’s
authority with respect to matters concerning Participants
below the Partners Council or Executive Officer level is
delegated to the Chief Executive Officer and the Chief
People Officer of the Company.
5.4. Information to be Furnished to Committee.The
Company, the Subsidiaries, and the Affiliates shall
furnish the Committee with such data and information
as it determines may be required for it to discharge its
duties. The records of the Company, the Subsidiaries,
and the Affiliates as to an employee’s or Participant’s
employment, termination of employment, leave of
absence, reemployment and compensation shall be
conclusive on all persons unless determined to be
incorrect. Participants and other persons entitled to
benefits under the Plan must furnish the Committee
such evidence, data or information as the Committee
considers desirable to carry out the terms of the Plan.
Section 6 Amendment and Termination
The Board may, at any time, amend or terminate the Plan,
provided that no amendment or termination may, in the absence
of written consent to the change by the affected Participant
(or, if the Participant is not then living, the affected beneficiary),
adversely affect the rights of any Participant or beneficiary
under any Award granted under the Plan prior to the date
such amendment is adopted by the Board.
Section 7 Defined Terms
In addition to the other definitions contained herein, the
following definitions shall apply for purposes of the Plan:
(a) “Affiliate” means any corporation or other entity which
is not a Subsidiary but as to which the Company
possesses a direct or indirect ownership interest and
has power to exercise management control.
(b) “Award” with respect to a Performance Period means
a right to receive cash payments that are contingent
on the achievement of performance goals determined
in accordance with Section 2.
(c) “Award Schedule” means the schedule created by the
Committee for any Performance Period that sets forth