Pizza Hut 2015 Annual Report Download - page 101

YUM! BRANDS, INC.-2016Proxy Statement 87
Proxy Statement
APPENDIX A
provided, however, that all such adjustments made in respect
of each ISO shall be accomplished so that such Option
shall continue to be an ISO. However, in no event shall
this subsection 4.2 be construed to permit a modification
(including a replacement) of an Option or SAR if such
modification either: (i) would result in accelerated recognition
of income or imposition of additional tax under Code Section
409A; or (ii) would cause the Option or SAR subject to
the modification (or cause a replacement Option or SAR)
to be subject to Code Section 409A, provided that the
restriction of this subparagraph (ii) shall not apply to any
Option or SAR that, at the time it is granted or otherwise,
is designated as being deferred compensation subject to
Code Section 409A.
Section 5 Change in Control
Subject to the provisions of subsection 4.2 (relating to the
adjustment of shares), and except as otherwise provided in
the Plan or the Award Agreement reflecting the applicable
Award, if a Change in Control occurs prior to the date on which
an Award is vested and prior to the Participant’s separation
from service and if the Participant’s employment is involuntarily
terminated by the Company (other than for cause) on or within
two years following the Change in Control, then:
(a) All outstanding Options (regardless of whether in tandem
with SARs) shall become fully exercisable.
(b) All outstanding SARs (regardless of whether in tandem
with Options) shall become fully exercisable.
(c) All Full Value Awards (including any Award payable in
Stock which is granted in conjunction with a Company
deferral program) shall become fully vested and
the Committee shall determine the extent to which
performance conditions are met in accordance with the
terms of the Plan and the applicable Award Agreement.
Notwithstanding anything in this Plan or any Award agreement
to the contrary, to the extent any provision of this Plan or
an Award agreement would cause a payment of deferred
compensation that is subject to Code Section 409A to be
made upon the occurrence of a Change in Control, then such
payment shall not be made unless such Change in Control
also constitutes a “change in ownership”, “change in effective
control” or “change in ownership of a substantial portion of the
Company’s assets” within the meaning of Code Section 409A.
Section 6 Miscellaneous
6.1. Effective Date; Duration; Effect on Other Plans. The
Plan was originally effective as of May 20, 1999. The
Plan shall be unlimited in duration and, in the event of
Plan termination, shall remain in effect as long as any
Awards under it are outstanding; provided, however,
that no Awards may be granted under the Plan on or
after the ten-year anniversary of May 20, 2016, the
date on which the Plan was amended and restated.
In no event shall Awards be made under the Plan as
amended and restated as set forth herein unless and
until this amendment and restatement is approved by
YUM!’s shareholders.
6.2. General Restrictions. Delivery of shares of Stock or
other amounts under the Plan shall be subject to the
following:
(a) Notwithstanding any other provision of the Plan, YUM!
shall have no liability to deliver any shares of Stock
under the Plan or make any other distribution of benefits
under the Plan unless such delivery or distribution would
comply with all applicable laws (including, without
limitation, the requirements of the Securities Act of
1933), and the applicable requirements of any securities
exchange or similar entity.
(b) To the extent that the Plan provides for issuance of stock
certificates to reflect the issuance of shares of Stock,
the issuance may be effected on a non-certificated
basis, to the extent not prohibited by applicable law
or the applicable rules of any stock exchange.
6.3. Tax Withholding. All distributions under the Plan are
subject to withholding of all applicable taxes, and the
Committee may condition the delivery of any shares
or other benefits under the Plan on satisfaction of the
applicable withholding obligations. The Committee, in
its discretion, and subject to such requirements as the
Committee may impose prior to the occurrence of such
withholding, may permit such withholding obligations to
be satisfied through cash payment by the Participant,
through the surrender of shares of Stock which the
Participant already owns, or through the surrender of
shares of Stock to which the Participant is otherwise
entitled under the Plan; provided, however, previously-
owned Stock that has been held by the Participant or
Stock to which the Participant is entitled under the Plan
may only be used to satisfy the minimum tax withholding
required by applicable law (or other rates that will not
have a negative accounting impact).