Pizza Hut 2015 Annual Report Download - page 45

YUM! BRANDS, INC.-2016Proxy Statement 31
Proxy Statement
MATTERS REQUIRING SHAREHOLDER ACTION
Full Value Awards granted under the Plan may be designated
and structured as Performance-Based Compensation. To
the extent required by Code Section 162(m), any Full Value
Award so designated will be conditioned on the achievement
of one or more performance targets as determined by the
Committee, which performance targets will be based on
one or more of the following performance measures: 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 expressed
on an absolute and/or relative basis, may be based on or
otherwise employ comparisons based on internal targets,
the past performance of us 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. The performance
targets established by the Committee may be with respect
to us, a subsidiary, operating unit, division, or group or
individual performance (or any combination thereof).
If a Full Value Award is intended to constitute Performance-
Based Compensation, the participant will not receive a
settlement or payment of the award until the Committee
has determined that the applicable performance target(s)
have been attained. To the extent that the Committee
exercises discretion in making the foregoing determination,
such exercise of discretion may not result in an increase in
the amount of the payment.
Nothing in the Plan precludes the Committee from granting
Full Value Awards or other awards under the Plan that are
not intended to constitute Performance-Based Compensation.
Change in Control
Subject to the provisions relating to adjustments in the context
of corporate transactions and except as otherwise provided
in the Plan or the award agreement reflecting the applicable
award, if a Change in Control (as defined in the Plan) occurs
prior to the date on which an award is vested and prior to
the participant’s separation from service and if the participant’s
employment is involuntarily terminated by the Company
(other than for cause) on or within two years following the
Change in Control (referred to as “double trigger” vesting),
then (a) all outstanding Options and SARs (regardless of
whether in tandem with a SAR or Option, as applicable) shall
become fully exercisable and (b) all Full Value Awards (including
any award payable in shares of our common stock which is
granted in conjunction with a Company deferral program)
shall become fully vested and the Committee shall determine
the extent to which performance conditions are met in
accordance with the terms of the Plan and the applicable
award agreement.
Transferability
Unless otherwise determined by the Committee and expressly
provided for in an award agreement, no award or any other
benefit under the Plan shall be assignable or otherwise
transferable except by will or the laws of descent and distribution.
Withholding
All distributions under the Plan are subject to withholding of
all applicable taxes, and the Committee may condition the
delivery of any shares or other benefits under the Plan on
satisfaction of the applicable withholding obligations. The
Committee, in its discretion, and subject to such requirements
as the Committee may impose prior to the occurrence of
such withholding, may permit such withholding obligations
to be satisfied through cash payment by the participant,
through the surrender of shares of stock which the participant
already owns, or through the surrender of shares of stock
to which the participant is otherwise entitled under the Plan;
provided, however, previously-owned stock that has been
held by the participant or stock to which the participant is
entitled under the Plan may only be used to satisfy the
minimum tax withholding required by applicable law (or other
rates that will not have a negative accountingimpact).
Participants Outside the United States
The Committee may grant awards to eligible persons who
are foreign nationals on such terms and conditions different
from those specified in the Plan as may, in the judgment of
the Committee, be necessary or desirable to foster and
promote achievement of the purposes of the Plan. In
furtherance of such purposes, the Committee may make
such modifications, amendments, procedures and subplans
as may be necessary or advisable to comply with provisions
of laws in other countries or jurisdictions in which we or any
of our subsidiaries operates or has employees. The foregoing
provisions may not be applied to increase the share limitations
of the Plan or to otherwise change any provision of the Plan
that would otherwise require the approval of our shareholders.
Miscellaneous
Limitation of Implied Rights
Neither a participant nor any other person shall, by reason
of participation in the Plan, acquire any right in or title to any
assets, funds or property of us or any of our subsidiaries
whatsoever, including, without limitation, any specific funds,
assets, or other property which may be set aside in anticipation
of a liability under the Plan. A participant shall have only a
contractual right to the stock or amounts, if any, payable
under the Plan, unsecured by any assets of us or our
subsidiaries, and nothing contained in the Plan shall constitute
a guarantee that the assets of us or any of our subsidiaries
shall be sufficient to pay any benefits to any person.