Pizza Hut 2015 Annual Report Download - page 104

YUM! BRANDS, INC.-2016Proxy Statement90
Proxy Statement
APPENDIX A
7.3. Delegation by Committee. Except to the extent
prohibited by applicable law or the applicable rules of
a stock exchange, the Committee may allocate all or
any portion of its responsibilities and powers to any one
or more of its members and may delegate all or any
part of its responsibilities and powers to any person or
persons selected by it. Any such allocation or delegation
may be revoked by the Committee at any time. Until
action to the contrary is taken by the Board or the
Committee, the Committee’s authority with respect
to Awards and other matters concerning Participants
below the Partners Council or Executive Officer level
is delegated to the Chief Executive Officer or the Chief
People Officer of YUM!.
7.4. Information to be Furnished to Committee. YUM! and
the Subsidiaries shall furnish the Committee with such
data and information as it determines may be required
for it to discharge its duties. The records of YUM! and
the Subsidiaries as to an individual’s or Participant’s
employment (or other provision of services), termination
of employment (or cessation of the provision of services),
leave of absence, reemployment and compensation
shall be conclusive on all persons unless determined
to be incorrect. Participants and other persons entitled
to benefits under the Plan must furnish the Committee
such evidence, data or information as the Committee
considers desirable to carry out the terms of the Plan.
Section 8 Amendment and Termination
The Board may, at any time, amend or terminate the Plan
(and the Committee may amend any Award Agreement);
provided, however, that no amendment or termination of
the Plan or amendment of any Award Agreement may,
in the absence of written consent to the change by the
affected Participant (or, if the Participant is not then living,
the affected beneficiary), adversely affect the rights of any
Participant or beneficiary under any Award granted under
the Plan prior to the date such amendment is adopted; and
provided further that, adjustments pursuant to subsection
4.2 shall not be subject to the foregoing limitations of this
Section 8; and provided further that, amendments to the
provisions of subsection 2.8 (relating to Option and SAR
repricing), amendments expanding the group of Eligible
Individuals, or amendments increases in the number of
shares reserved under the Plan pursuant to paragraphs
4.1(b) (total shares reserved), 4.1(e) (relating to the limitations
on ISOs), 4.1(f) (relating to limitations on certain Full Value
Awards) and 4.1(g) (relating to individual limits) will not be
effective unless approved by YUM!’s shareholders; and
provided further that, no other amendment shall be made
to the Plan without the approval of YUM!’s shareholders if
such approval is required by law or the rules of any stock
exchange on which the Common Stock is listed. It is the
intention of YUM! that, to the extent that any provisions
of this Plan or any Awards granted hereunder are subject
to Code Section 409A, the Plan and the Awards comply
with the requirements of Code Section 409A and that the
Board shall have the authority to amend the Plan as it
deems necessary or desirable to conform to Code Section
409A. Notwithstanding the foregoing, neither YUM! nor
the Subsidiaries guarantee that Awards under the Plan
will comply with Code Section 409A and the Committee
is under no obligation to make any changes to any Award
to cause such compliance.
Section 9 Defined Terms
In addition to the other definitions contained herein, the
following definitions shall apply:
(a) Approval Date. The term “Approval Date” shall mean
the date on which YUM!’s shareholders approve this
amendment and restatement of the Plan.
(b) Award. The term “Award” shall mean any award or
benefit granted under the Plan, including, without
limitation, the grant of Options, SARs, or Full Value
Awards.
(c) Board. The term “Board” shall mean the Board of
Directors of YUM!.
(d) Change in Control. Except as otherwise provided by
the Committee, a “Change in Control” shall be deemed
to have occurred if the event set forth in any one of the
following subparagraphs shall have occurred:
(i) any Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of YUM! (not including
in the securities beneficially owned by such Person
any securities acquired directly from YUM! or its
Affiliates) representing 20% or more of the combined
voting power of YUM!’s then outstanding securities,
excluding any Person who becomes such a Beneficial
Owner in connection with a transaction described
in clause (I) of subparagraph (iii) below; or
(ii) the following individuals cease for any reason to
constitute a majority of the number of directors
then serving; individuals who, on the date hereof,