Pizza Hut 2015 Annual Report Download - page 43

YUM! BRANDS, INC.-2016Proxy Statement 29
Proxy Statement
MATTERS REQUIRING SHAREHOLDER ACTION
only the number of shares of stock issued net of the shares
tendered shall be deemed delivered for purposes of the Plan.
After the Approval Date, no awards may be granted under
the YumBucks Plan, the 1997 Plan or the SharePower Plan.
On March 30, 2016, the last reported sale price of our
common stock on the New York Stock Exchange was
$82.25 per share.
Other Share Limitations
The following limitations shall apply under the Plan: (a) the
maximum number of shares that may be covered by stock
options or SARs granted to any one individual during any
five calendar-year period shall be 9,000,000; (b) in the case
of Full Value Awards that are intended to be Performance-
Based Compensation, no more than 3,000,000 shares of
common stock may be subject to such awards granted to
any one individual during any five-calendar-year period
(regardless of when such shares are deliverable); provided,
however, that, in the case of any Full Value Award that is a
performance unit award that is intended to be Performance-
Based Compensation, no more than $10,000,000 may be
subject to any such awards granted to any one individual
during any one-calendar-year period (regardless of when
such amounts are deliverable); and (c) no Outside Director
may be granted during any calendar year an award or
awards having a value determined on the grant date in
excess of $750,000.
Adjustments
If (1)any change in corporate capitalization, such as a stock
split, reverse stock split, or stock dividend, or (2)any
corporate transaction such as a reorganization,
reclassification, merger or consolidation or separation,
including a spin-off, or sale or other disposition by us of all
or a portion of our assets, (3)any other change in our
corporate structure, or (4)any distribution to shareholders
(other than a cash dividend that is not an extraordinary cash
dividend) results in (x) the outstanding shares of our common
stock, or any securities exchanged therefor or received in
their place, being exchanged for a different number or class
of shares or other securities of us or for shares of stock or
other securities of any other corporation (or new, different
or additional shares or other securities of us or of any other
corporation being received by the holders of outstanding
shares of our common stock), or (y) a material change in
the market value of the outstanding shares of our common
stock as a result of the change, transaction or distribution,
then equitable adjustments shall be made by the Committee,
as it determines are necessary and appropriate, in: (a) the
number and type of shares (or other property) with respect
to which awards may be granted under the Plan; (b) the
number and type of shares (or other property) subject to
outstanding awards; (c) the grant or exercise price with
respect to outstanding awards; (d) the limitations on shares
reserved for issuance under the Plan and the limitations on
the number of shares (or dollar amount) that can be subject
to awards granted to certain individuals or within a specified
time period; and (e) the terms, conditions or restrictions of
outstanding awards and/or award agreements. In the case
of any stock option that is an ISO, any adjustments in
accordance with the foregoing shall be accomplished so
that such stock option shall continue to be an ISO and
there are restrictions on the type and manner of adjustment
to awards to ensure compliance with Code Section 409A
(relating to nonqualified deferred compensation).
Awards under the Plan
Agreements
An award under the Plan shall be subject to such terms and
conditions, not inconsistent with the Plan, as the Committee
shall, in its sole discretion, prescribe. The terms and conditions
of any award to any participant shall be reflected in such
form of written document as is determined by the Committee.
A copy of such document shall be provided to the participant,
and the Committee may, but need not, require that the
participant sign a copy of such document.
Stock Options and SARs
The grant of a stock option under the Plan entitles the
participant to purchase shares of our common stock at an
exercise price and during a specified time established by
the Committee. Any stock option may be either an ISO or
an NQO, as determined in the discretion of the Committee.
An “ISO” is a stock option that is intended to satisfy the
requirements applicable to an “incentive stock option”
described in Code Section422(b) and may only be granted
to employees of us or our eligible subsidiaries. An “NQO”
is a stock option that is not intended to be an ISO. A stock
option will be deemed to be an NQO unless it is specifically
designated by the Committee as an ISO and/or to the extent
that it does not meet the requirements of an ISO. Any stock
option that is intended to constitute an ISO shall satisfy any
other requirements of Code Section 422 and, to the extent
such stock option does not satisfy such requirements, the
stock option shall be treated as a NQO.
A SAR entitles the participant to receive, in cash or stock,
value equal to (or otherwise based on) the excess of: (a)the
fair market value of a specified number of shares of our
common stock at the time of exercise; over (b)an exercise
price established by the Committee.
The Committee shall designate the participants to whom
stock options or SARs are to be granted and shall determine