Pizza Hut 2015 Annual Report Download - page 102

YUM! BRANDS, INC.-2016Proxy Statement88
Proxy Statement
APPENDIX A
6.4. Grant and Use of Awards. Subject to subsection 4.1,
in the discretion of the Committee, a Participant may be
granted any Award permitted under the provisions of
the Plan, and more than one Award may be granted to
a Participant. Awards may be granted as alternatives to
or replacement of awards granted or outstanding under
the Plan, or any other plan or arrangement of YUM! or a
Subsidiary (including a plan or arrangement of a business
or entity, all or a portion of which is acquired by YUM!
or a Subsidiary). Subject to the overall limitation on the
number of shares of Stock that may be delivered under
the Plan, the Committee may use available shares of
Stock as the form of payment for compensation, grants
or rights earned or due under any other compensation
plans or arrangements of YUM! or a Subsidiary, including
the plans and arrangements of YUM! or a Subsidiary
assumed in business combinations.
6.5. Settlement and Payments. Awards may be settled
through cash payments, the delivery of shares of Stock,
the granting of replacement Awards, or combination
thereof as the Committee shall determine. Any Award
settlement, including payment deferrals, may be subject
to such conditions, restrictions and contingencies as
the Committee shall determine. The Committee may
permit or require the deferral of any Award payment
(other than Option or SAR other than to the extent
permitted by Code Section 409A), subject to such rules
and procedures as it may establish, which may include
provisions for the payment or crediting of interest, or
dividend equivalents, including converting such credits
into deferred Stock equivalents. Each Subsidiary shall be
liable for payment of cash due under the Plan with respect
to any Participant to the extent that such benefits are
attributable to the services rendered for that Subsidiary
by the Participant. Any disputes relating to liability of a
Subsidiary for cash payments shall be resolved by the
Committee.
6.6. Transferability. Except as otherwise provided by the
Committee, Awards under the Plan are not transferable
except as designated by the Participant by will or by
the laws of descent and distribution.
6.7. Form and Time of Elections. Unless otherwise specified
herein, each election required or permitted to be made by
any Participant or other person entitled to benefits under
the Plan, and any permitted modification, or revocation
thereof, shall be in writing filed with the Committee at
such times, in such form, and subject to such restrictions
and limitations, not inconsistent with the terms of the
Plan, as the Committee shall require.
6.8. Agreement with Company. An Award under the Plan
shall be subject to such terms and conditions, not
inconsistent with the Plan, as the Committee shall, in
its sole discretion, prescribe. The terms and conditions
of any Award to any Participant shall be reflected in
such form of written document as is determined by
the Committee. A copy of such document shall be
provided to the Participant, and the Committee may,
but need not require that the Participant sign a copy of
such document. Such document is referred to in the
Plan as an “Award Agreement” regardless of whether
any Participant signature is required.
6.9. Action by Company or Subsidiary. Any action required
or permitted to be taken by YUM! or any Subsidiary
shall be by resolution of its board of directors, or by
action of one or more non-employee members of the
board (including a committee of the board) who are
duly authorized to act for the board, or (except to the
extent prohibited by applicable law or applicable rules
of any stock exchange) by a duly authorized officer
of such company, or by any employee of YUM! or a
Subsidiary who is delegated by the board of directors
authority to take such action.
6.10. Gender and Number. Where the context admits,
words in any gender shall include any other gender,
words in the singular shall include the plural and the
plural shall include the singular.
6.11. Limitation of Implied Rights.
(a) Neither a Participant nor any other person shall, by
reason of participation in the Plan, acquire any right
in or title to any assets, funds or property of YUM!
or any of the Subsidiaries whatsoever, including,
without limitation, any specific funds, assets, or other
property which YUM! or any of the Subsidiaries, in
its sole discretion, may set aside in anticipation of a
liability under the Plan. A Participant shall have only
a contractual right to the Stock or amounts, if any,
payable under the Plan, unsecured by any assets of
YUM! or any of the Subsidiaries, and nothing contained
in the Plan shall constitute a guarantee that the assets
of YUM! or any of the Subsidiaries shall be sufficient
to pay any benefits to any person.
(b) The Plan does not constitute a contract of employment
or continued service, and selection as a Participant will
not give any participating employee or other individual
the right to be retained in the employ of YUM! or a
Subsidiary or the right to continue to provide services
to YUM! or a Subsidiary, nor any right or claim to any
benefit under the Plan, unless such right or claim
has specifically accrued under the terms of the Plan.
Except as otherwise provided in the Plan, no Award
under the Plan shall confer upon the holder thereof
any rights as a shareholder of YUM! prior to the date
on which the individual fulfills all conditions for receipt
of such rights.