Pizza Hut 2013 Annual Report Download - page 93

YUM! BRANDS, INC.-2014Proxy Statement A-5
Proxy Statement
APPENDIX
the performance goals and the amounts (or the formula
for determining the amounts) of any payments earned
pursuant to the Awards granted for that period.
(d) “Beneficial Owner” shall have the meaning set forth
in Rule 13d-3 under the Exchange Act of 1934, as
amended from time to time, except that a Person
shall not be deemed to be the Beneficial Owner of any
securities which are properly filed on a Form 13-G.
(e) “Board” means the Board of Directors of the Company.
(f) A Participant’s “Date of Termination” with respect to any
Award shall be the first day occurring on or after the
Grant Date for the Award on which the Participant is
not employed by the Company, any Subsidiary, or any
Affiliate, regardless of the reason for the termination of
employment; provided that a termination of employment
shall not be deemed to occur by reason of a transfer of
the Participant between the Company and a Subsidiary
or an Affiliate, between a Subsidiary and an Affiliate,
or between two Subsidiaries or Affiliates; and further
provided that the Participant’s employment shall not
be considered terminated while the Participant is on a
leave of absence from the Company, a Subsidiary, or an
Affiliate approved by the Participant’s employer. If, as
a result of a sale or other transaction, the Participant’s
employer ceases to be a Subsidiary or Affiliate (and
the Participant’s employer is or becomes an entity that
is separate from the Company), and the Participant
is not, at the end of the 30-day period following the
transaction, employed by the Company or an entity that
is then a Subsidiary or Affiliate, then the occurrence of
such transaction shall be treated as the Participant’s
Date of Termination caused by the Participant being
discharged by the employer.
(g) “Eligible Employee” means Executive Officers or other
members of senior management of the Company.
(h) “Grant Date” with respect to any Award for any Participant
means the date on which the Award is granted to the
Participant in accordance with subsection2.1.
(i) “Participant” means an Eligible Employee who is selected
by the Committee to receive one or more Awards under
the Plan.
(j) “Performance-Based Compensation” means amounts
satisfying the applicable requirements imposed by
section162(m) of the Internal Revenue Code of 1986,
as amended, and the regulations thereunder, with respect
to that term.
(k) “Performance Period” with respect to any Award means
the period over which achievement of performance goals
is to be measured, as established by the Committee at
or prior to the Grant Date of the Award.
(l) “Person” shall have the meaning given in Section 3(a)(9)
of the Exchange Act of 1934, as amended, as modified
and used in Section 13(d) and 14(d) thereof, except that
such term shall not include (i) the Company or any of its
Affiliates, (ii) a trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any
of its Subsidiaries, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities, or
(iv) a corporation owned, directly or indirectly, by the
shareholders of the Company in substantially the same
proportions as their ownership of stock of the Company.
(m) “Subsidiary” means any corporation partnership, joint
venture or other entity during any period in which at
least a fifty percent voting or profits interest is owned,
directly or indirectly, by the Company (or by any entity
that is a successor to the Company), and any other
business venture designated by the Committee in which
the Company (or any entity that is a successor to the
Company) has a significant interest, as determined in
the discretion of the Committee.
(n) “Target Amount” means the percentage of a Participant’s
base salary for a Performance Period as established by
the Committee pursuant to subsection 2.1.