Pizza Hut 2015 Annual Report Download - page 103

YUM! BRANDS, INC.-2016Proxy Statement 89
Proxy Statement
APPENDIX A
6.12. Evidence. Evidence required of anyone under the
Plan may be by certificate, affidavit, document or other
information which the person acting on it considers
pertinent and reliable, and signed, made or presented
by the proper party or parties.
6.13. Misconduct. If the Committee determines that a
present or former employee has (a) used for profit or
disclosed to unauthorized persons, confidential or
trade secrets of YUM! or any Subsidiary; (b) breached
any contract with or violated any fiduciary obligation
to YUM! or any Subsidiary; or (c) engaged in any
conduct which the Committee determines is injurious
to YUM! or its Subsidiaries, the Committee may cause
that employee to forfeit his or her outstanding awards
under the Plan, provided, however, that during the
pendency of a Potential Change in Control and as of
and following the occurrence a Change in Control, no
outstanding awards under the Plan shall be subject
to forfeiture pursuant to this subsection 6.13.
6.14. Restrictions on Shares and Awards. The Committee,
in its discretion, may impose such restrictions on
shares of Stock acquired pursuant to the Plan, whether
pursuant to the exercise of an Option or SAR, settlement
of a Full Value Award or otherwise, as it determines to
be desirable, including, without limitation, restrictions
relating to disposition of the shares and forfeiture
restrictions based on service, performance, Stock
ownership by the Participant, conformity with YUM’s
recoupment, compensation recovery, or clawback
policies and such other factors as the Committee
determines to be appropriate. Without limiting the
generality of the foregoing, unless otherwise specified
by the Committee, any awards under the Plan and any
shares of Stock issued pursuant to the Plan shall be
subject to YUM!’s compensation recovery, clawback,
and recoupment policies as in effect from time to time.
6.15. Foreign Individuals. Notwithstanding any other
provision of the Plan to the contrary, the Committee
may grant Awards to eligible persons who are foreign
nationals on such terms and conditions different from
those specified in the Plan as may, in the judgment of
the Committee, be necessary or desirable to foster
and promote achievement of the purposes of the Plan.
In furtherance of such purposes, the Committee may
make such modifications, amendments, procedures
and subplans as may be necessary or advisable to
comply with provisions of laws in other countries or
jurisdictions in which YUM! or any of the Subsidiaries
operates or has employees. The foregoing provisions
of this subsection 6.15 shall not be applied to increase
the share limitations of Section 4 or to otherwise change
any provision of the Plan that would otherwise require
the approval of YUM!’s shareholders.
Section 7 Committee
7.1. Administration. The authority to control and manage
the operation and administration of the Plan shall be
vested in a committee (the “Committee”) in accordance
with this Section 7. The Committee shall be selected
by the Board, and shall consist solely of two or more
non-employee members of the Board. If the Committee
does not exist, or for any other reason determined by
the Board, the Board may take any action under the
Plan that would otherwise be the responsibility of the
Committee. As of the Approval Date, the Committee
shall mean the Management Planning and Development
Committee of the Board of Directors.
7.2. Powers of Committee. The Committee’s administration
of the Plan shall be subject to the following:
(a) Subject to the provisions of the Plan, the Committee
will have the authority and discretion to select from
among the Eligible Individuals those persons who
shall receive Awards, to determine the time or times
of receipt, to determine the types of Awards and the
number of shares covered by the Awards, to establish
the terms, conditions, performance criteria, restrictions,
and other provisions of such Awards, and (subject
to the restrictions imposed by Section 8 to cancel or
suspend Awards.
(b) To the extent that the Committee determines that
the restrictions imposed by the Plan preclude the
achievement of the material purposes of the Awards in
jurisdictions outside the United States, the Committee
will have the authority and discretion to modify those
restrictions as the Committee determines to be
necessary or appropriate to conform to applicable
requirements or practices of jurisdictions outside of
the United States.
(c) The Committee will have the authority and discretion
to conclusively interpret the Plan, to establish, amend,
and rescind any rules and regulations relating to the
Plan, to determine the terms and provisions of any
Award Agreement made pursuant to the Plan, and to
make all other determinations that may be necessary
or advisable for the administration of the Plan.
(d) Any interpretation of the Plan by the Committee and
any decision made by it under the Plan is final and
binding on all persons.
(e) In controlling and managing the operation and
administration of the Plan, the Committee shall take
action in a manner that conforms to the articles and
by-laws of YUM!, and applicable state corporate law.