Pizza Hut 2015 Annual Report Download - page 91

YUM! BRANDS, INC.-2016Proxy Statement 77
Proxy Statement
EQUITY COMPENSATION PLAN INFORMATION
The following table summarizes, as of December31, 2015, the equity compensation plans under which we may issue
shares of stock to our directors, officers and employees under the Long Term Incentive Plan (the “1999 Plan”), the 1997
Long Term Incentive Plan (the “1997 Plan”), the SharePower Plan and the Restaurant General Manager Stock Option Plan
(the “RGM Plan”).
Plan Category
Number of
Securities To
be Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights
Weighted-
Average
Exercise Price
of Outstanding
Options,
Warrants and
Rights
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in
Column (a))
(a) (b) (c)
Equity compensation plans approved by security holders 13,674,543(1) 51.50(2) 4,344,985(3)
Equity compensation plans not approved by security
holders(4) 157,891 61.89(2) 8,208,434
TOTAL 13,832,434(1) 51.80(2) 12,553,419(3)
(1) Includes 5,139,612 shares issuable in respect of RSUs, performance units and deferred units.
(2) Weighted average exercise price of outstanding options and SARs only.
(3) Includes 2,172,493 shares available for issuance of awards of stock units, restricted stock, restricted stock units and performance share unit awards under
the 1997 Plan, the 1999 Plan and the Sharepower Plan.
(4) Awards are made under the RGM Plan.
What are the key features of the 1999 Plan?
The 1999 Plan provides for the issuance of up to 70,600,000
shares of stock as non-qualified stock options, incentive
stock options, SARs, restricted stock, restricted stock units,
performance shares or performance units. Only our
employees and directors are eligible to receive awards
under the 1999 Plan. The purpose of the 1999 Plan is to
motivate participants to achieve long range goals, attract
and retain eligible employees, provide incentives competitive
with other similar companies and align the interest of
employees and directors with those of our shareholders.
The 1999 Plan is administered by the Management Planning
and Development Committee of the Board of Directors (the
“Committee”). The exercise price of a stock option grant
or SAR under the 1999 Plan may not be less than the
average market price of our stock on the date of grant for
years prior to 2008 or the closing price of our stock on the
date of the grant beginning in 2008, and no options or
SARs may have a term of more than ten years. The options
and SARs that are currently outstanding under the 1999
Plan generally vest over a one to four year period and expire
ten years from the date of the grant. Our shareholders
approved the 1999 Plan in May 1999, and the plan as
amended in 2003 and again in 2008. The performance
measures of the 1999 Plan were re-approved by our
shareholders in May 2013.
What are the key features of the 1997 Plan?
The 1997 Plan provides for the issuance of up to 90,000,000 shares of stock. Effective January1, 2002, only restricted
shares could be issued under this plan. This plan is utilized with respect to payouts on shares from our deferral plans and
was originally approved by PepsiCo,Inc. as the sole shareholder of the Company in 1997, prior to the spin-off of the
Company from PepsiCo,Inc. on October6, 1997.