Yum! Performance Share Plan
Summary
You are
eligible to earn an award under the Yum! Performance Share Plan
(the “Plan”) if you are the Chief Executive Officer,
Chief Financial Officer, or Brand President, as determined by the
committee administering the Program.
As a
participant in the Plan, you will be granted Units which will
represent shares of Yum! common stock. You will receive
a share of Yum! stock for each Unit at the end of the three
calendar year Performance Period (2009-2011), provided that the
total number of shares you receive will be adjusted up or down
depending on the Compound Annual Growth Rate during the Performance
Period, and adjusted for dividends paid on Yum! shares during the
Performance Period, as described below.
At the
beginning of the Performance Period, you will receive a grant with
a face value equal to 33% of your target bonus for the first year
of the Performance Period. This face value will be
divided by the closing price of a share of Yum! stock on March 27,
2009, the date the Program was established, to determine the number
of units granted.
As Yum!
dividends are declared during the Performance Period, you will be
granted additional Units. The number of Units allocated
to you for that Performance Period will be increased by the number
of units equal to the dividend amount that would be payable with
respect to the number of shares of Stock equal to the number of
Units allocated to the Participant on the dividend record date
divided by the Fair Market Value of a share of Stock on the date of
payment of the dividend.
As soon as
practicable after the end of the Performance Period, you will
receive shares of Yum! stock equal to the number of Units you were
granted at the beginning of the Performance Period, plus the
additional Units attributable to the dividends paid during the
Performance Period, multiplied by the Performance Multiplier for
the Performance Period.
The Performance
Multiplier will be based on Yum!’s Compound Annual Growth
Rate for the Performance Period, determined in accordance with the
following schedule:
|
If the Compound Annual Growth Rate
for EPS for the Performance Period is:
|
The Performance Multiplier will
be:
|
|
Less than 7% per year
|
0%
|
|
At least 7% but less than
8.5%
|
50%
|
|
At least 8.5% but less than
10%
|
75%
|
|
At least 10% but less than
11.5%
|
100%
|
|
At least 11.5% but less than
13%
|
125%
|
|
At least 13% but less than
14.5%
|
150%
|
|
At least 14.5% but less than
16%
|
175%
|
|
Greater than 16%
|
200%
|
EPS is defined
in the appendix.
|
Employment
Termination during Performance Period
|
If your
employment terminates before the last day of the Performance
Period, you will forfeit all Units granted to you for that
Performance Period, subject to the following:
If your
employment terminates during the Performance Period by reason of
your retirement or disability before the end of the Performance
Period, then, for each Performance Period that ends after your
employment terminates, you will receive the number of shares of
Yum! stock that you would have received for that Performance
Period, determined as though your employment termination did not
occur during the Performance Period (and based on the actual
performance for the entire Performance Period), subject to a pro
rata reduction to reflect the portion of the applicable Performance
Period after your termination date. The distribution for
each Performance Period will be made at the same time distribution
would have been made if your employment had continued through the
end of the Performance Period.
If your
employment ends before the end of the Performance Period by reason
of your death, your estate will receive a distribution of shares of
Yum! stock for all Performance Periods that have not ended at the
time of your employment termination, with distribution to be made
at the same time distribution would have been made with respect to
the Performance Period that ends on the last day of the year in
which your employment terminates. The distribution will
include:
|
|
The shares of
Yum! stock earned for the Performance Period that ends on the last
day of the year in which the employment termination
occurs,
|
