Pizza Hut 2015 Annual Report Download - page 42

YUM! BRANDS, INC.-2016Proxy Statement28
Proxy Statement
MATTERS REQUIRING SHAREHOLDER ACTION
Description of the Plan
The following is a brief description of the material features
of the Plan. This description, including information
summarized above, is qualified in its entirety by reference
to the full text of the Plan, a copy of which is attached to
this proxy statement as Appendix A.
Eligibility
Any officer, director or other employee of us or one of our
subsidiaries, consultants, independent contractors or agents
of us or one of our subsidiaries, and persons who are
expected to become officers, employees, directors,
consultants, independent contractors or agents of us or
one of our subsidiaries (but effective no earlier than the date
on which such individual begins to provide services to us
or one of our subsidiaries), including in any case, Outside
Directors. Upon receiving a grant of an award under thePlan,
an eligible individual shall be a “participant” in the Plan.
Approximately 505,000 individuals were eligible on an annual
basis to receive awards under the Plan and in 2015, we
granted equity awards of the type authorized in the Plan to
approximately 800 persons.
Administration of the Plan
The Plan is administered by the Management Planning and
Development Committee (the “Committee”). For purposes
of the Plan and subject to the terms and conditions of the
Plan, the Committee has the authority and discretion (a) to
select from among the eligible individuals those persons who
shall receive awards under the Plan, (b)to determine the
time or times of receipt, (c)to determine the types of awards
and the number of shares covered by the awards, (d)to
establish the terms, conditions, performance criteria,
restrictions, and other provisions of such awards, and, subject
to the terms and conditions of the Plan, to cancel or suspend
awards, (e)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, 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, (f)to conclusively interpret the
Plan, (g)to establish, amend, and rescind any rules and
regulations relating to the Plan, (h)to determine the terms
and provisions of any award agreement made pursuant to
the Plan, and (i)to make all other determinations that may
be necessary or advisable for the administration of the Plan.
In addition, the Committee also has the authority to determine
the extent to which awards under the Plan will be structured
as Performance-Based Compensation and to take such
action, establish such procedures, and impose such
restrictions at the time such awards are granted as the
Committee determines to be necessary or appropriate to
conform to the requirements of Code Section 162(m). Any
interpretation of the Plan by the Committee and any decision
made by it under the Plan is final and binding on all persons.
Except as prohibited by applicable law or as necessary to
preserve exemptions under the securities laws, the Committee
may delegate any of its duties under the Plan to such agents
as it determines from time to time (which delegation can
be revoked at any time). Unless action to the contrary has
been taken by the Board or the Committee, the Committee’s
authority with respect to awards and other matters concerning
participants below the Executive Officer level is delegated
to our Chief Executive Officer.
Shares Available Under the Plan
We have reserved for issuance under the Plan 92,600,000
shares. As noted above, this represents an increase of
22 million shares available for issuance. Also as noted above,
we will cancel shares available for issuance under the
YumBucks Plan, the SharePower Plan and the 1997 Plan
as of the date that the Plan is approved by our shareholders
(referred to as the “Approval Date”) (and immediately prior
to approval). This will represent the cancellation of approximately
9 million shares.
The number of shares available for grants of ISOs under the
Plan is equal to 92,600,000. The number of shares available
for grants of Full Value Awards under the Plan is equal to
approximately 12,000,000 except that shares subject to Full
Value Awards granted with respect to the deferral of annual
cash incentive awards under a deferred compensation plan
maintained by us or our subsidiaries will not count towards
this maximum.
Shares available under the Plan may be authorized but unissued
or shares currently held or subsequently acquired by us as
treasury shares (to the extent permitted by law), including
shares purchased in the open market or in private transactions.
Each share delivered in respect of a Full Value Award is
counted as covering 2 shares except that, in the case of
restricted stock or restricted stock units delivered pursuant
to the settlement of earned annual incentives, each share
shall be counted as covering 1 share. To the extent any
shares of stock covered by an award are not delivered to a
participant or beneficiary because the award is forfeited or
canceled, or used to satisfy the applicable tax withholding
obligation, such shares shall not be deemed to have been
delivered for purposes of determining the maximum number
of shares of stock available for delivery under the Plan. If the
exercise price of any stock option granted under the Plan
is satisfied by tendering shares of our common stock (by
either actual delivery or by attestation, including net exercise),