Pizza Hut 2015 Annual Report Download - page 105

YUM! BRANDS, INC.-2016Proxy Statement 91
Proxy Statement
APPENDIX A
constitute the Board and any new director (other
than a director whose initial assumption of office is
in connection with an actual or threatened election
contest, including but not limited to a consent
solicitation, relating to the election of directors of
YUM!), whose appointment or election by the Board
or nomination for election by YUM!’s shareholders
was approved or recommended by a vote of at least
two-thirds (2/3) of the directors then still in office who
either were directors on the date hereof or whose
appointment, election or nomination for election
was previously so approved or recommended; or
(iii) there is consummated a merger or consolidation
of YUM! or any direct or indirect Subsidiary with
any other corporation, other than (I) a merger
or consolidation immediately following which
those individuals who immediately prior to the
consummation of such merger or consolidation,
constituted the Board, constitute a majority of
the board of directors of YUM! or the surviving
or resulting entity or any parent thereof, or (II) a
merger or consolidation effected to implement
a recapitalization of YUM! (or similar transaction)
in which no 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.
Notwithstanding the foregoing, a “Change in Control” shall not
be deemed to have occurred by virtue of the consummation
of any transaction or series of integrated transactions
immediately following which the record holders of the
common stock of YUM! immediately prior to such transaction
or series of transactions continue to have substantially the
same proportionate ownership in an entity which owns all or
substantially all of the assets of YUM! immediately following
such transaction or series of transactions.
(I) “Affiliate” shall have the meaning set forth in Rule
12b-2 under Section 12 of the Exchange Act.
(II) “Beneficial Owner” shall have the meaning set forth
in Rule 13d-3 under the Exchange Act, except that
a Person shall not be deemed to be the Beneficial
Owner of any securities which are properly filed on
a Form 13-G.
(III) “Exchange Act” shall mean the Securities Exchange
Act of 1934, as amended from time to time.
(IV) “Person” shall have the meaning given in Section
3(a)(9) of the Exchange Act, as modified and used in
Sections 13(d) and 14(d) thereof, except that such
term shall not include (i) YUM! or any of its Affiliates;
(ii) a trustee or other fiduciary holding securities
under an employee benefit plan of YUM! or any of its
subsidiaries; (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities;
or (iv) a corporation owned, directly or indirectly,
by the shareholders of YUM! in substantially the
same proportions as their ownership of stock
of YUM!.
(e) Code. The term “Code” shall mean the Internal Revenue
Code of 1986, as amended. A reference to any Code
provision shall include reference to any successor
provision of the Code.
(f) Director. For purposes of the Plan, the term “Director”
shall mean a member of the Board who is not an officer
or employee of YUM! or any Subsidiary.
(g) Eligible Individual. For purposes of the Plan, the term
“Eligible Individual” shall mean any officer, director or
other employee of YUM! or its Subsidiaries, consultants,
independent contractors or agents of YUM! or a
Subsidiary, and persons who are expected to become
officers, employees, directors, consultants, independent
contractors or agents of YUM! or a Subsidiary (but
effective no earlier than the date on which such individual
begins to provide services to YUM! or a Subsidiary),
including, in each case, Directors.
(h) Fair Market Value. The “Fair Market Value” of a share
of Stock as of any date shall mean the closing price
of a share of Stock on such date as reported on the
composite tape for securities listed on the New York
Stock Exchange (or if no sales of Stock were made on
said exchange on such date, on the next preceding
day on which sales were made on such exchange). If
the Stock is not at the time listed or admitted to trading
on a stock exchange, the Fair Market Value shall be
the closing average of the closing bid and asked price
of a share of Stock on the date in question in the
over-the-counter market, as such price is reported
in a publication of general circulation selected by the
Committee and regularly reporting the market price
of Stock in such market. If the Stock is not listed or
admitted to trading on any stock exchange or traded
in the over-the-counter market, the Fair Market Value
shall be as determined by the Committee in good faith.
(i) Performance Measures. In the case of any Award
that is intended to constitute Performance-Based
Compensation, the term “Performance Measures”
shall mean any one or more of the following: cash flow;
earnings; earnings per share; market value added or
economic value added; profits; return on assets; return
on equity; return on investment; revenues; stock price;
total shareholder return; customer satisfaction metrics;
or restaurant unit development. Each goal may be