Pizza Hut 2015 Annual Report Download - page 86

YUM! BRANDS, INC.-2016Proxy Statement72
Proxy Statement
EXECUTIVE COMPENSATION
(5) Amounts reflected in column (f) are the year-end balances for each executive under the EID Program, TCN and the LRP. As required under SEC rules, below
is the portion of the year-end balance for each executive which has previously been reported as compensation to the executive in the Company’s Summary
Compensation Table for 2015 and prior years.
Creed 4,954,757
Grismer 2,887,547
Novak 88,280,855
Pant 2,933,282
Niccol 1,027,313
Su 993,025
Potential Payments Upon Termination or Change in Control
The information below describes and quantifies certain
compensation that would become payable under existing
plans and arrangements if the NEO’s employment had
terminated on December31, 2015, given the NEO’s
compensation and service levels as of such date and, if
applicable, based on the Company’s closing stock price
on that date. These benefits are in addition to benefits
available generally to salaried employees, such as distributions
under the Company’s 401(k) Plan, retiree medical benefits,
disability benefits and accrued vacation pay.
Due to the number of factors that affect the nature and
amount of any benefits provided upon the events discussed
below, any actual amounts paid or distributed may be
different. Factors that could affect these amounts include
the timing during the year of any such event, the Company’s
stock price and the executive’s age.
Stock Options and SAR Awards. If one or more NEOs
terminated employment for any reason other than retirement,
death, disability or following a change in control as of
December31, 2015, they could exercise the stock options
and SARs that were exercisable on that date as shown at
the Outstanding Equity Awards at Year-End table on page65,
otherwise all options and SARs, pursuant to their terms,
would have been forfeited and cancelled after that date. If
the NEO had retired, died or become disabled as of
December31, 2015, exercisable stock options and SARs
would remain exercisable through the term of the award.
Except in the case of a change in control, no stock options
or SARs become exercisable on an accelerated basis.
Benefits a NEO may receive on a change of control are
discussed below.
Executive Income Deferral Program. As described in more
detail beginning at page70, the NEOs participate in the
EID Program, which permits the deferral of salary and annual
incentive compensation. The last column of the Nonqualified
Deferred Compensation Table on page71 includes each
NEO’s aggregate balance at December31, 2015. The NEOs
are entitled to receive their vested amount under the EID
Program in case of voluntary termination of employment.
In the case of involuntary termination of employment, they
are entitled to receive their vested benefit and the amount
of the unvested benefit that corresponds to their deferral.
In the case of death, disability or retirement after age 65,
they or their beneficiaries are entitled to their entire account
balance as shown in the last column of the Nonqualified
Deferred Compensation table on page71.
In the case of an involuntary termination of employment as
of December31, 2015, each NEO would receive the following:
Mr. Creed $8,190,193, Mr. Grismer $2,465,015, Mr. Novak
$207,535,309, Mr. Pant $8,702,530, Mr. Niccol $2,661,027
and Mr. Su $1,051,872. As discussed at page71, these
amounts reflect bonuses previously deferred by the executive
and appreciation on these deferred amounts (see page70
for discussion of investment alternatives available under
the EID). In Mr.Novak’s case, approximately 80% of his
balance is invested in Company RSUs, which he will receive
in the form of Company stock following his retirement. The
other NEOs’ EID balances are invested primarily in RSUs.
Thus, Mr.Novak and the other NEOs’ EID account balances
represent deferred bonuses (earned in prior years) and
appreciation of their accounts based primarily on the
performance of the Company’s stock.
Leadership Retirement Plan. Under the LRP, participants
age 55 are entitled to a lump sum distribution of their account
balance following their termination of employment.
Participants under age 55 who terminate with more than
five years of service will receive their account balance at
their 55thbirthday. In case of termination of employment as
of December31, 2015, Mr.Grismer would receive $871,035
when he attains age 55, Mr.Novak would have received
$31,478,021, Mr.Pant would have received $2,805,888
and Mr. Niccol would receive $576,508 when he attains
age 55.
Third Country National Plan. Under the TCN, participants
age 55 or older are entitled to a lump sum distribution of
their account balance in the quarter following their termination