Pizza Hut 2014 Annual Report Download - page 70

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Grants of Plan-Based Awards
The following table provides information on stock options, SARs, RSUs and PSUs granted for 2014 to each of the Company’s
NEOs. The full grant date fair value of these awards is shown in the Summary Compensation Table at page 46.
Novak 2/5/2014 0 2,320,000 6,960,000
2/5/2014 299,607 70.54 5,228,142
2/5/2014 — 27,290 54,580 1,925,037
Grismer 2/5/2014 0 715,000 2,145,000
2/5/2014 84,583 70.54 1,475,973
2/5/2014 — 4,962 9,924 350,019
Su 2/5/2014 0 1,265,000 3,795,000
2/5/2014 109,339 70.54 1,907,966
2/5/2014 — 6,380 12,760 450,045
Creed 2/5/2014 0 750,000 2,250,000
2/5/2014 78,050 70.54 1,361,973
2/5/2014 68,767 70.54 1,199,984
2/5/2014 — 4,608 9,216 325,048
Bergren 2/5/2014 0 725,000 2,175,000
2/5/2014 64,985 70.54 1,133,988
2/5/2014 68,767 70.54 1,199,984
2/5/2014 — 3,899 7,798 275,035
(1) Amounts in columns (c), (d) and (e) provide the minimum amount, target amount and maximum amounts payable as annual incentive
compensation under the Yum Leaders’ Bonus Program based on the Company’s performance and on each executive’s individual
performance during 2014. The actual amount of annual incentive compensation awards are shown in column (g) of the Summary
Compensation Table on page 46. The performance measurements, performance targets, and target bonus percentages are described in the
CD&A beginning on page 28 under the discussion of annual incentive compensation.
(2) Reflects grants of PSU awards subject to performance-based vesting conditions under the LTIP in 2014. The PSU awards vest on
December 31, 2016 and PSU award payouts are subject to the Company’s achievement of specified relative total shareholder return
(‘‘TSR’’) rankings against its peer group (which is the S&P 500) during the performance period ending on December 31, 2016. The
performance target for all the PSU awards granted to the NEOs in 2014 is a 50% TSR percentile ranking for the Company, determined by
comparing the Company’s relative TSR ranking against its peer group as measured at the end of the performance period. If the 50% TSR
percentile ranking target is achieved, 100% of the PSU award will pay out in shares of Company stock, subject to executive’s election to defer
PSU awards into the EID Program. If less than 40% TSR percentile ranking is achieved, there will be no payout. If the Company’s TSR
percentile ranking is 90% or higher, PSU awards pay out at the maximum, which is 200% of target. The terms of the PSU awards provide that
in case of a change in control during the first year of award, shares will be distributed assuming target performance was achieved subject to
reduction to reflect the portion of the performance period following the change in control. In case of a change in control after the first year of
the award, shares will be distributed assuming performance at the greater of target level or projected level at the time of the change in control
subject to reduction to reflect the portion of the performance period following the change in control.
(3) Amounts in this column reflect the number of SARs and stock options granted to executives during the Company’s 2014 fiscal year. SARs
allow the grantee to receive the number of shares of YUM common stock that is equal in value to the appreciation in YUM common stock with
respect to the number of SARs granted from the date of grant to the date of exercise. For each executive, the grants were made February 5,
2014. SARs/stock options become exercisable in equal installments on the first, second, third and fourth anniversaries of the grant date;
except, however, 68,767 SARs granted to Mr. Creed become exercisable on the fifth anniversary of the grant date and 68,767 SARs granted
to Mr. Bergren become exercisable in equal installments of 20% per year on the first, second, third, fourth and fifth anniversaries of the grant.
The terms of each SAR/stock option grant provide that, in case of a change in control, if an executive is employed on the date of a change in
control and is involuntarily terminated on or within two years following the change in control (other than by the Company for cause) then all
outstanding awards become exercisable immediately.
48 YUM! BRANDS, INC. 2015 Proxy Statement
All Other Option Exercise or
Estimated Possible Payouts Estimated Future Payouts Awards; Number Base Price
Under Non-Equity Incentive Under Equity Incentive Plan of Securities of Option/
Plan Awards(1) Awards(2) Underlying SAR Grant
Grant Threshold Target Maximum Threshold Target Maximum Options Awards Date Fair
Name Date ($) ($) ($) (#) (#) (#) (#)(3) ($/Sh)(4) Value($)(5)
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k)
EXECUTIVE COMPENSATION
Proxy Statement