Pizza Hut 2015 Annual Report Download - page 106

YUM! BRANDS, INC.-2016Proxy Statement92
Proxy Statement
APPENDIX A
expressed on an absolute and/or relative basis, may be
based on or otherwise employ comparisons based on
internal targets, the past performance of YUM! and/or
the past or current performance of other companies,
and in the case of earnings-based measures, may use
or employ comparisons relating to capital, shareholders’
equity and/or shares outstanding, investments or to
assets or net assets.
(j) Potential Change in Control. A “Potential Change
in Control” shall exist during any period in which the
circumstances described in items (i), (ii), (iii) or (iv), below,
exist (provided, however, that a Potential Change in
Control shall cease to exist not later than the occurrence
of a Change in Control):
(i) YUM! or any successor or assign thereof enters into
an agreement, the consummation of which would
result in the occurrence of a Change in Control;
provided that a Potential Change in Control described
in this item (i) shall cease to exist upon the expiration
or other termination of all such agreements.
(ii) Any Person (including YUM!) publicly announces
an intention to take or to consider taking actions
which if consummated would constitute a Change
in Control; provided that a Potential Change in
Control described in this item (ii) shall cease to exist
upon the withdrawal of such intention, or upon a
reasonable determination by the Board that there
is no reasonable chance that such actions would
be consummated.
(iii) Any Person becomes the Beneficial Owner, directly
or indirectly, of securities of YUM! representing
15% or more of the combined voting power of
YUM!’s then outstanding securities (not including
in the securities beneficially owned by such Person
any securities acquired directly from YUM! or any
of its Affiliates). However, a Potential Change in
Control shall not be deemed to exist by reason of
ownership of securities of YUM! by any person, to
the extent that such securities of YUM! are acquired
pursuant to a reorganization, recapitalization,
spin-off or other similar transactions (including a
series of prearranged related transactions) to the
extent that immediately after such transaction or
transactions, such securities are directly or indirectly
owned in substantially the same proportions as
the proportions of ownership of YUM!’s securities
immediately prior to the transaction or transactions.
(iv) The Board adopts a resolution to the effect that, for
purposes of this Plan, a potential change in control
exists; provided that a Potential Change in Control
described in this item (iv) shall cease to exist upon
a reasonable determination by the Board that the
reasons that give rise to the resolution providing
for the existence of a Potential Change in Control
have expired or no longer exist.
(k) Subsidiaries. The term “Subsidiary” shall mean any
corporation, partnership, joint venture or other entity
during any period in which at least a fifty percent voting
or profits interest is owned, directly or indirectly, by YUM!
(or by any entity that is a successor to YUM!), and any
other business venture designated by the Committee
in which YUM! (or any entity that is a successor to
YUM!) has a significant interest, as determined in the
discretion of the Committee; provided, however, that
except for options and SARs designated as intended
to be subject to Code Section 409A, options and
SARs shall not be granted to employees or directors
of Subsidiaries unless the ownership of the Subsidiary
satisfies Treas. Reg. § 1.409A-1(b)(5)(iii). For purposes
of applying the Plan to an ISO, the term “Subsidiary”
shall mean a subsidiary determined in accordance with
Code Section 424(f).
(l) Stock. The term “Stock” shall mean shares of common
stock of YUM!.