Pizza Hut 2015 Annual Report Download - page 99

YUM! BRANDS, INC.-2016Proxy Statement 85
Proxy Statement
APPENDIX A
3.2 Restrictions on Full Value Awards. Each Full Value
Award shall be subject to the following:
(a) Any Full Value Award shall be subject to such conditions,
restrictions and contingencies as the Committee shall
determine.
(b) Except for Full Value Awards that are granted (i) in lieu of
other compensation, (ii) as a form of payment of earned
performance awards or other incentive compensation,
(iii) to new hires, or (iv) as retention awards outside the
United States, if the right to become vested in a Full
Value Award granted to an employee is conditioned
on the completion of a specified period of service with
YUM! and the Subsidiaries, without achievement of
Performance Measures or other performance objectives
being required as a condition of vesting, then the
required period of service for full vesting of the Full Value
Award shall be not less than three years (provided that
the required period for full vesting shall, instead, not
be less than two years in the case of annual incentive
deferrals payable in restricted shares), subject to pro
rated vesting over the applicable minimum service period
and to acceleration of vesting, to the extent permitted by
the Committee, in the event of the Participant’s death,
disability, retirement, change in control or involuntary
termination). Awards to Directors are not subject to
this paragraph 3.2(b).
3.3 Performance-Based Compensation. The Committee
may designate a Full Value Award granted to any
Participant as “Performance-Based Compensation”
within the meaning of Code Section 162(m) and
regulations thereunder. To the extent required by Code
Section 162(m), any Full Value Award so designated
shall be conditioned on the achievement of one or more
Performance Measures determined by the Committee
and the following additional requirements shall apply:
(a) The performance targets established for the performance
period established by the Committee shall be objective
(as that term is described in regulations under Code
Section 162(m)) and shall be established in writing by
the Committee not later than ninety (90) days after the
beginning of the performance period (but in no event
after 25% of the performance period has elapsed),
and while the outcome as to the performance targets
is substantially uncertain. The performance targets
established by the Committee may be with respect to
YUM!, a Subsidiary, operating unit, division, or group or
individual performance (or any combination thereof) and
shall be based on one or more Performance Measures.
(b) A Participant otherwise entitled to receive a Full Value
Award for any performance period shall 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 determination required
by this paragraph 3.3(b), such exercise of discretion
may not result in an increase in the amount of the
payment.
Nothing in this subsection 3.3 shall preclude the Committee
from granting Full Value Awards under the Plan that are not
intended to constitute Performance-Based Compensation;
provided, however, that, at the time of grant of Full Value
Awards by the Committee, the Committee shall designate
whether such Awards are intended to constitute Performance-
Based Compensation.
Section 4 Stock Reserved and Limitations
4.1. Shares Reserved/Limitations. The shares of Stock
for which Awards may be granted under the Plan shall
be subject to the following:
(a) The shares of Stock with respect to which Awards
may be made under the Plan shall be shares currently
authorized but unissued or currently held or subsequently
acquired by YUM! as treasury shares (to the extent
permitted by law), including shares purchased in the
open market or in private transactions.
(b) Subject to the following provisions of this subsection
4.1, the maximum number of shares of Stock that may
be delivered to Participants and their beneficiaries under
the Plan shall be 92,600,000 (which number includes all
shares delivered under the Plan since its establishment
in 1999, determined in accordance with the terms of
the Plan). For purposes of applying the limitations of
this paragraph 4.1(b), each share of Stock delivered
pursuant to Section 3 (relating to Full Value Awards)
shall be counted as covering two shares of Stock, and
shall reduce the number of shares of Stock available
for delivery under this paragraph 4.1(b) by two shares
except, however, in the case of restricted shares or
restricted units delivered pursuant to the settlement of
earned annual incentives, each share of Stock shall
be counted as covering one share of Stock and shall
reduce the number of shares of Stock available for
delivery by one share.
(c) To the extent provided by the Committee, any Award may
be settled in cash rather than Stock. 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 the shares of Stock are not
delivered because the Award is settled in cash or used
to satisfy the applicable tax withholding obligation, such