YUM! BRANDS, INC. PERFORMANCE SHARES PLAN (As Amended and Restated Effective as of January 1, 2013) SECTION 1 GENERAL

 

1.1.History and Purpose. The YUM! Brands, Inc. Performance Shares Plan (the “Plan”) was established by YUM! Brands, Inc. (the “Company”) effective as of January 1, 2009. The purpose of the Plan is to provide an incentive to participating employees to increase shareholder value while providing the participating employees with an opportunity for a highly leveraged award for their role in delivering results. Shares of common stock of the Company (“Stock”) granted under the Plan are granted under and pursuant to the YUM! Brands, Inc. Long-Term Incentive Plan (the “LTIP”), and are subject to the terms of the LTIP. The following provisions constitute an amendment, restatement and continuation of the Plan as in effect as of January 1, 2013.

1.2.     Operation, Administration, and Definitions. The operation and administration of the Plan shall be subject to the provisions of Section 5 (relating to operation and administration). Capitalized terms in the Plan shall be defined as set forth in the Plan (including the definition provisions of Section 7) or, if not otherwise defined in the Plan, as defined in the LTIP.

1.3.     Administration. The authority to control and manage the operation and administration of the Plan shall be vested in the committee that has the authority to administer the LTIP (the “Committee”), and the Committee shall have all authority with respect to the Plan as it has with respect to the LTIP.

2.1.     Participation. Subject to the terms and conditions of the Plan, the Committee shall determine and designate, from time to time, those persons who will be granted one or more Units under the Plan, and thereby become “Participants” in the Plan.

2.2.     Grant of Units. Except as otherwise provided by the Committee, with respect to each Performance Period, the Committee shall grant to each person designated by the Committee as a Participant, a number of Units determined pursuant Exhibit A hereto, which form of Exhibit may be amended from time to time.

2.3.     Adjustment for Dividends. As of each dividend record date for the Stock that occurs during any Performance Period, the number of Units allocated to a Participant for that Performance Period (disregarding for this purpose any Units allocated to the Participant by reason of the payment of other dividends during the Performance Period) will be increased by a number of Units equal to (a) 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 (b) the Fair Market Value of a share of Stock on the date of payment of the dividend.

2.4.     Adjustment for Transactions. The number of Units allocated to a Participant, including the determination of the Performance Multiplier, will be subject to adjustment in accordance with paragraph 4.2(f) of the LTIP for changes in corporate capitalization or other of events described in that paragraph.

3.1.     Determination of Number of Units Earned. Except as determined by the Committee, for each Performance Period, the number of Units earned by the Participant will be determined in accordance with Exhibit A hereto.

3.2.    Certification by Committee. To the extent required to satisfy the performance-based compensation exception to the $1 million limit on deductible compensation imposed by section 162(m) of the Code, no distribution of shares of Stock will be made with respect to a Performance Period unless, on or before the date of distribution, the Committee has certified that the performance goals for the Performance Period and any other material provisions with respect to the distribution of shares have in fact been satisfied.

3.3.     Employment Termination During Performance Period. If a Participant’s Date of Termination occurs prior to the last day of a Performance Period, the Participant will forfeit all Units granted with respect to that Performance Period; provided, however, that if a Participant’s Date of Termination occurs by reason of the Participant’s death or Retirement prior to the end of the Performance Period, the Participant (or in the event of his death, his estate) will receive the number of shares of Stock with respect to that Performance Period that the Participant would have received if the Date of Termination did not occur during the Performance Period (and based on the actual performance for the entire Performance Period), but subject to a pro rata reduction to reflect the portion of the Performance Period after the Date of Termination. Distribution of shares of Stock with respect to all Performance Periods that have not ended prior to the Date of Termination will be made at the same time distribution would have been made with respect to such Performance Periods determined as though the Date of Termination had not occurred.

3.4.     Change in Control During Performance Period. Notwithstanding the foregoing provisions of this Section 3, if a Change in Control (as that term is defined in the LTIP) occurs during a Performance Period, and Participant is involuntarily terminated (other than by the Company or one of its affiliates for cause) upon or following such Change in Control and during the Performance Period:

Distribution of shares of Stock under this subsection 3.4 with respect to all Performance Periods will be made within 30 days following the Participant’s Date of Termination. For purposes of this subsection 3.4, the “Projected Level” of performance for a performance period will be the performance that would have been achieved for that period if the level of achievement of the performance objectives to the date of the Participant’s Date of Termination continued at the same rate for the remainder of the Performance Period, as determined by the Committee. Upon distribution with respect to any Performance Period in accordance with this subsection 3.4 or subsection 3.3, all further rights of the Participant pursuant to Units granted for that Performance Period will be canceled (without regard to the level of performance after that date).

4.1.     Settlement of Units. As soon as practicable after the determination of a Participant’s number of Units earned for any Performance Period and certification by the Committee under subsection 3.2 (but no later than the fifteenth day of the third month of the calendar year following the year in which the Performance Period ends), shares of Stock equal to the number of Units will be distributed to the Participant, and such Units will be canceled at the time of such distribution.

4.2.     Fractional Shares. In lieu of issuing a fraction of a share of Stock attributable to a fractional Unit or otherwise, the Company will be entitled to pay to the Participant in cash an amount equal to the Fair Market Value of such fractional share.

4.3.     Deferrals. Notwithstanding the provisions of this Section 4, a Participant may elect, not later than June 20 of the year preceding the last year of a Performance Period, to defer distribution with respect to Units in accordance with the Executive Income Deferral Program (“EIDP”), subject to the terms of the EIDP. During the period of such deferral and prior to distribution, deferred amounts will be deemed to be invested in shares of Stock in accordance with the terms of the EIDP. Units earned by a Participant in accordance with the foregoing provisions of this Section 4, and which are deferred pursuant to this subsection 4.3 will be vested and nonforfeitable on and after the date they are deemed to be earned in accordance with this Section 4. If a Participant has deferred distribution of the Units in accordance with this subsection 4.3, distribution of the Units will be governed by the terms and conditions of the EIDP.

4.4.     Compensation Recovery. The Units and underlying shares of Stock delivered to Participant shall be subject to the Yum! Brands, Inc. Compensation Recovery Policy, amended and restated January 1, 2015.

 

5.1.     Effective Date and Duration.

5.2.     Agreement With Company. Any Units granted under the Plan shall be subject to such terms and conditions, not inconsistent with the Plan and the LTIP, as the Committee shall, in its sole discretion, prescribe; provided that to the extent that any such terms and conditions are not set forth in the Plan or the LTIP, they shall be reflected in such form of written (including electronic) document as is determined by the Committee. A copy of such document shall be provided to the Participant, and the Committee may, but need not require that the Participant sign a copy of such document.

5.3.     Tax Withholding. All distributions under the Plan are subject to withholding of all applicable taxes, and the Committee may condition the distribution of any benefits under the Plan on satisfaction of the applicable withholding obligations.

5.4.     Transferability. Except as otherwise provided by the Committee, a Participant’s rights under the Plan are not transferable except as designated by the Participant by will or by the laws of descent and distribution.

5.5.     Voting Rights. The Participant shall not be entitled to vote any Units, but will be entitled to vote shares of Stock with respect to record dates occurring after the date such shares are distributed to the Participant.

The Committee (or a delegate authorized by the Committee) may, at any time, amend or terminate the Plan; provided that no amendment or termination shall be adopted or effective if it would result in accelerated recognition of income or imposition of additional tax under Code section 409A.

In addition to the other definitions contained herein, the following definitions shall apply:

It is intended that any amounts payable under the Plan shall either be exempt from or comply with Section 409A of the Code and all regulations, guidance and other interpretive authority issued thereunder (“Code Section 409A”) so as not to subject a Participant to payment of any additional tax, penalty or interest imposed under Code Section 409A. The provisions of this Agreement shall be construed and interpreted to avoid the imputation of any such additional tax, penalty or interest under Code Section 409A yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Participant; provided, however, that the Company does not make any guarantee of the tax treatment of benefits provided under the Plan. Notwithstanding the foregoing or any other provision of the Plan to the contrary if any payment or benefit hereunder is subject to Code Section 409A, and if such payment or benefit is to be paid or provided on account of a Participant’s Date of Termination (or other separation from service or termination of employment):

I. Determination of Number of Units to be Granted

Subject to the provisions of subsection 2.2 of the Plan, for each Performance Period each Participant shall be granted a number of Units determined pursuant to the following formula:

If the number of Units resulting from the foregoing calculation is not a whole number, the number of Units shall be rounded up to the nearest whole number.

II.    Determination of Number of Units to be Earned

Subject to Section 3 of the Plan, the number of Units earned by the Participant for any Performance Period will be equal to:

The Performance Multiplier will be based on the Company’s relative Total Shareholder Return (“TSR”) percentile ranking for the Performance Period against the peer group (which is the S&P 500). As soon as practicable after the end of each Performance Period, the Committee shall determine the level of achievement of the Performance Objectives for that Performance Period in accordance with the following:

If the Company’s TSR is negative, payout will be based on the relative ranking from the schedule above but payout will not exceed 100%. Notwithstanding any other provision of the Plan, the Committee may, in its discretion, reduce the number of shares of Stock that will be distributed to a Participant for any Performance Period, based on such factors as the Committee determines to be relevant, provided that, subject to subsection 4.4 of the Plan, such reduction shall be made not later than the date of distribution of shares with respect to such Performance Period (or, if the distribution of shares is deferred pursuant to the provisions of subsection 4.3 of the Plan, and the provisions of the EIDP, at the time such distribution would occur in the absence of such deferral).