Exhibit
10.22
Yum! Brands, Inc.
Restaurant General Manager Stock
Plan
(as amended through June 23, 2003)
1.
Purposes . The purpose of the Yum! Brands, Inc. Restaurant
General Manager Stock Plan (the "Plan") is to provide Yum! Brands,
Inc. stock options, stock appreciation rights and restricted stock
to designated Restaurant General Managers ("RGMs") at its
Subsidiaries and effective April 1, 1999, other employees of the
Company and its Subsidiaries (other than officers subject to
Section 16 of the Securities Exchange Act of 1934).
2.
Definitions . Unless the context clearly indicates
otherwise, the following terms, when used in this Plan, shall have
the meanings set forth below:
(a) "Common
Stock" or "Stock" means Company Common Stock, without par
value.
(b) "Committee"
means the Compensation Committee of the Board of Directors of the
Company, as appointed from time to time by the Board.
(c) "Company"
means Yum! Brands, Inc., a North Carolina corporation, its
divisions and direct and indirect Subsidiaries .
(d) "Exercise
Price" means the price at which a share of Common Stock covered by
an Option or SAR granted hereunder may be purchased.
(e) "Fair
Market Value" means an amount equal to the average of the high and
low sales prices for Common Stock as reported on the composite tape
for securities listed on The New York Stock Exchange, Inc. on the
date in question (or, if no sales of Stock were made on said
Exchange on such date, on the next preceding day on which sales
were made on such Exchange), except that such average price shall
be rounded up to the nearest one-fourth.
(f) "Grant
Date" means the date an Option, SAR, Restricted Stock Award or
Restricted Stock Unit Award is granted under this Plan.
(g) "Option"
or "Stock Option" means a right granted under the Plan to a
Participant to purchase a share of Company Common Stock at a fixed
price for a specified period of time.
(h) "Participant"
means an eligible employee of the Company who is granted a Stock
Option, SAR, Restricted Stock Award or Restricted Stock Unit Award
under the Plan.
(i) A
"Restricted Stock" Award is a grant of shares of Stock, and a
"Restricted Stock Unit" Award is the grant of a right to receive
shares of Stock in the future, with such shares of Stock or right
to future delivery of such shares of Stock subject to a risk of
forfeiture or other restrictions that will lapse upon the
achievement of one or more goals relating to completion of service
by the Participant, or achievement of performance or other
objectives, as determined by the Committee.
(i) "Retirement"
means termination from employment by the Company for reasons other
than death after the employee has fulfilled the requirements for
either a normal, early or disability retirement pension, as defined
under the Company's retirement program applicable to such employee
at the date of termination of employment.
(j) “Stock
Appreciation Right” (an “SAR”) means a right
granted under the Plan to a Participant to receive, in cash or
stock (as determined by the Committee), value equal to (or
otherwise based on) the excess of: (a) the Fair Market Value of a
specified number of shares of Stock at the time of exercise; over
(b) an Exercise Price established by the Committee.
(k) "Subsidiary"
means any corporation or other entity, whether domestic or foreign,
in which the Corporation has or obtains, directly or indirectly, a
proprietary interest of at least 50% by reason of stock ownership
or otherwise.
(l) “Totally
Disabled” shall have the meaning set forth in the
Company’s long term disability program applicable to such
employee.
3.
Administration . The Committee will determine which RGMs and
other eligible employees will receive Stock Option SAR, Restricted
Stock Award and Restricted Stock Unit Award grants under the Plan
and, except as otherwise required by law or this Plan, will
determine the grant terms of each Stock Option, SAR, Restricted
Stock Award and Restricted Stock Unit Award granted. A written
summary setting forth the terms and conditions of each
Participant's grant under the Plan shall be presented to each
Participant.
The Plan shall be administered by
the Committee which shall have full power and authority to
administer and interpret the Plan and to adopt such rules,
regulations, agreements, guidelines and instruments for the
administration of the Plan as the Committee deems necessary or
advisable.
The Committee's interpretations of
the Plan, and all actions taken and determinations made by the
Committee concerning any matter arising under or with respect to
the Plan or any Options, SARs, Restricted Stock Awards or
Restricted Stock Units Awards granted hereunder, shall be final,
binding and conclusive on all interested parties, including the
Company, its shareholders and all former, present and future
employees of the Company. Unless otherwise provided by the
Committee, all of the Committee's power and authority hereunder are
delegated to the Chairman, Chief Executive Officer and Chief People
Officer of the Company, such delegation to be subject to such terms
and conditions as the Committee in its discretion shall determine.
The Chief People Officer of the Company will from time to time
report on the status of the Plan and outstanding Options, SARs,
Restricted Stock Awards and Restricted Stock Unit Awards to the
Committee.
4.
Stock Available for Options, SARs, Restricted Stock Awards and
Restricted Stock Units Awards . The shares that may be
delivered or purchased under the Plan shall not exceed an aggregate
of 15,000,000 shares of Common Stock, subject to any adjustments
which may be made pursuant to Section 11 hereof. Shares of Stock
used for purposes of the Plan will be shares of authorized but
unissued Common Stock. To the extent that any shares of Stock
covered by an Option , SAR, Restricted Stock Award or
Restricted Stock Unit Award are not delivered to a Participant or
beneficiary because the Option, SAR, Restricted Stock Award or
Restricted Stock Unit Award is forfeited or cancelled, or the
shares of Stock are not delivered because the Options, SARs,
Restricted Stock Awards or Restricted Stock Unit Awards are settled
in cash or for any other reason, such shares shall not be deemed to
have been delivered for purposes of determining the maximum number
of shares of Stock available for delivery under the
Plan.
5.
Eligibility . Each RGM and other eligible employee
designated by the Committee is eligible to receive an Option, SAR,
Restricted Stock Award or Restricted Stock Unit Award grant under
this Plan. In addition, effective July 1, 2001, all employees of
the Company and its Subsidiaries (other than officers subject to
Section 16 of the Securities Exchange Act of 1934) are
2
|
CHDB04 13066648.3 051403 1544C
98460579
|
|
|
eligible to receive an Option, SAR,
Restricted Stock Award or Restricted Stock Unit Award grant under
this Plan.
6. Terms and Conditions of Options, SARs,
Restricted Stock Awards and Restricted Stock Unit
Awards. Each Option and
SAR outstanding hereunder shall be in writing and shall contain the
following terms and conditions:
(a)
Exercise Price . The Exercise Price shall be equal to the
Fair Market Value of a share of Common Stock on the Grant
Date.
(b) Term
and Exercise Dates . Options and SARs granted hereunder shall
have a term of no longer than ten years from the Grant Date and
shall become 100% vested four years from the Grant Date or as
otherwise prescribed by the Committee under the terms of the grant.
To the extent that Stock Options and SARs are not exercised when
they become initially exercisable, they shall be carried forward
and be exercisable until the expiration of the term of such Stock
Options or SARs, subject to the provisions of Sections 6(e) and (f)
hereof.
(c)
Exercise of Option or SAR . To exercise an Option, the
holder thereof shall give notice of his or her exercise to the
Company, or its agent, specifying the number of shares of Common
Stock to be purchased and identifying the specific Options that are
being exercised. To exercise an SAR, the holder thereof shall give
notice of his or her exercise to the Company, or its agent,
identifying the specific SARs that are being exercised and the
number of shares of Stock to be covered by the exercise. From time
to time the Committee may establish procedures relating to
effecting such exercises. No fractional shares shall be issued as a
result of exercising an Option or an SAR that is settled in Stock.
An Option or SAR is exercisable during a Participant's lifetime
only by the Participant, provided, however, that in the event the
Participant is incapacitated and unable to exercise Options or
SARs, such Options and SARs may be exercised by such Participant's
legal guardian, legal representative, fiduciary or other
representative whom the Committee deems appropriate based on
applicable facts and circumstances.
(d)
Payment of Exercise Price . The Exercise Price for the
Options being exercised must be paid in full at time of
issu
