Pizza Hut 2015 Annual Report Download - page 100

YUM! BRANDS, INC.-2016Proxy Statement86
Proxy Statement
APPENDIX A
shares shall not be deemed to have been delivered
for purposes of determining the maximum number of
shares of Stock available for delivery under the Plan.
(d) If the Exercise Price of any stock option granted under
the Plan is satisfied by tendering shares of Stock to YUM!
(by either actual delivery or by attestation, including net
exercise), only the number of shares of Stock issued
net of the shares of Stock tendered shall be deemed
delivered for purposes of determining the maximum
number of shares of Stock available for delivery under
the Plan.
(e) Subject to the terms and conditions of the Plan, the
maximum number of shares of Stock that may be
delivered to Participants and their beneficiaries with
respect to ISOs under the Plan shall be 84,600,000;
provided, however, that to the extent that shares
not delivered must be counted against this limit as a
condition of satisfying the rules applicable to ISOs, such
rules shall apply to the limit on ISOs granted under the
Plan.
(f) The maximum number of shares of Stock that may be
issued in conjunction with Awards granted pursuant
to Section 3 (relating to Full Value Awards) shall be
12,000,000 shares except that shares subject to Full
Value Awards granted with respect to the deferral
of annual cash incentive awards under a deferred
compensation plan of YUM! or a Subsidiary will not
count towards this maximum.
(g) Subject to subsection 4.2, the following additional
maximums are imposed under the Plan.
(i) The maximum number of shares that may be
covered by Awards granted to any one individual
pursuant to Section 2 (relating to Options and SARs)
shall be 9,000,000 shares during any five calendar-
year period. If an Option is in tandem with an SAR,
such that the exercise of the Option or SAR with
respect to a share of Stock cancels the tandem
SAR or Option right, respectively, with respect to
such share, the tandem Option and SAR rights with
respect to each share of Stock shall be counted
as covering one share of Stock for purposes of
applying the limitations of this subparagraph (i).
(ii) For Full Value Awards that are intended to be
Performance-Based Compensation, no more than
3,000,000 shares of Stock may be subject to such
Awards granted to any one individual during any five-
calendar-year period (regardless of when such shares
are deliverable). Notwithstanding the foregoing, in the
case of any Full Value Award that is a performance
unit award that is intended to be Performance-
Based Compensation, no more than $10,000,000
may be subject to any such Awards granted to any
one individual during any one-calendar-year period
(regardless of when such amounts are deliverable).
For purposes of this subparagraph (ii), a “performance
unit award” means a Full Value Award that is the grant
of a right to receive a designated dollar value amount
of Stock which is contingent on the achievement of
performance or other objectives during a specified
period.
(iii) In the case of any Award to a Director, in no event
shall the dollar value of the Award granted to any
Director for any calendar year (determined as of
the date of grant) exceed $750,000.
If the Awards are denominated in Stock but an equivalent
amount of cash is delivered in lieu of delivery of shares of
Stock, the limits of this paragraph 4.1(g) shall be applied
based on the methodology used by the Committee to
convert the number of shares of Stock into cash. If delivery
of Stock is deferred until after the Stock has been earned,
any adjustment in the amount delivered to reflect actual or
deemed investment experience after the date the Stock is
earned shall be disregarded.
4.2. Adjustments to Shares of Stock and Awards. If any
change in corporate capitalization, such as a stock split,
reverse stock split, or stock dividend; or any corporate
transaction such as a reorganization, reclassification,
merger or consolidation or separation, including a spin-
off, or sale or other disposition by YUM! of all or a portion
of its assets, any other change in YUM!’s corporate
structure, or any distribution to shareholders (other
than a cash dividend that is not an extraordinary cash
dividend) results in the outstanding shares of Stock, or
any securities exchanged therefor or received in their
place, being exchanged for a different number or class
of shares or other securities of YUM!, or for shares of
stock or other securities of any other corporation (or
new, different or additional shares or other securities
of YUM! or of any other corporation being received
by the holders of outstanding shares of Stock), or a
material change in the market value of the outstanding
shares of Stock as a result of the change, transaction or
distribution, then equitable adjustments shall be made
by the Committee, as it determines are necessary and
appropriate, in:
(a) the number and type of Shares (or other property) with
respect to which Awards may be granted;
(b) the number and type of Shares (or other property)
subject to outstanding Awards;
(c) the grant or Exercise Price with respect to outstanding
Awards;
(d) the limitations set forth in subsection 4.1 (including the
limitations set forth in paragraph 4.1(g)); and
(e) the terms, conditions or restrictions of outstanding
Awards and/or Award Agreements;