ex10-24.htm


  

    


    YUM!
BRANDS, INC.

    PERFORMANCE SHARES
PLAN

    


    SECTION
1

    GENERAL

     

    1.1.  History and
Purpose.  The YUM! Brands, Inc. Performance Shares Plan (the
“Plan”) has been 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.

    


    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.

    


    SECTION
2

    GRANT AND ADJUSTMENT OF
UNITS

    


    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 equal
to:

    


    
      	
              (a)

            	
              the
      value of 33% of the Participant’s target bonus for the first year of the
      Performance Period, as determined by the Committee, and rounded to the
      nearest $5,000; divided by

            


    

    


    
      	
              (b)

            	
              the
      Fair Market Value of a share of Stock on the date the Committee grants
      such Units.

            


    

    


    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.

    


    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 (1) 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 (2) the Fair Market Value of a share of Stock on the
date of payment of the dividend.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    


    


    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.

    


    SECTION
3

    DETERMINATION OF EARNED
UNITS

    


    3.1.  Determination of Number of
Units Earned.  For each Performance Period, the number of Units
earned by the Participant will equal:

    


    
      	
              (a)

            	
              the
      sum of the number of Units granted to the Participant for the Performance
      Period, plus the number of additional Units attributable to dividends
      allocated to the Participant for that Performance Period in accordance
      with subsection 2.3; multiplied
      by

            


    

    


    
      	
              (b)

            	
              the
      Performance Multiplier for that Performance Period determined in
      accordance with the following
schedule.

            


    

    


    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 Compound Annual Growth Rate 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%

            


    

    


    If the
Compound Annual Growth Rate achieved for a Performance Period is between two
adjacent rates shown on the foregoing schedule, the Performance Multiplier for
that Performance Period will be determined by interpolating on a straight-line
basis for actual Compound Annual Growth Rate between those two
levels.  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, 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,
and the provisions of the EIDP, at the time such distribution would occur in the
absence of such deferral).


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    


    


    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:

    


    
      	
              (a)

            	
              If
      a Participant’s Date of Termination occurs by reason of the Participant’s
      death prior to the end of the Performance
  Period:

            


    

    


    
      	
               
      

            	
              (i)

            	
              For
      the Performance Period that ends on the last day of the year in which the
      Date of Termination occurs, the Participant’s 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.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              For
      Performance Periods that end after the last day of the year in which the
      Date of Termination occurs, the Participant’s estate will receive the
      number of shares of Stock that the Participant would have received with
      respect to each of those Performance Periods if the target level of
      performance had been achieved for the respective each such Performance
      Periods described in this paragraph (ii), but subject to a pro rata
      reduction to reflect the portion of the respective 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 the Performance Period that ends on the
last day of the year in which the Date of Termination occurs (determined as
though the Date of Termination had not occurred during that Performance
Period).

    


    
      	
              (b)

            	
              If
      a Participant’s Date of Termination occurs by reason of Retirement or
      Disability prior to the end of the Performance Period, the Participant
      will receive the number of shares of Stock that he or she 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.  Such
      distribution will be made at the same time distribution would have been
      made if the Date of Termination had not occurred during the Performance
      Period; provided that if the distribution of the Units would be deferred
      in accordance with the terms of subsection 4.3 and the EIDP, distribution
      will be made in accordance with the applicable terms of the
      EIDP.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    


    


    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 such Change in Control occurs on or
before a Participant’s Date of Termination:

    


    
      	
              (a)

            	
              For
      the Performance Period that begins in the year in which the Change in
      Control occurs, the Participant will receive the number of shares of Stock
      with respect to that Performance Period that the Participant would have
      received if the Change in Control did not occur during the Performance
      Period and the target level performance had been achieved for the entire
      Performance Period, but subject to a pro rata reduction to reflect the
      portion of the Performance Period after the Change in
    Control.

            


    

    


    
      	
              (b)

            	
              For
      Performance Periods that begin before the year in which the Change in
      Control occurs (and that have not ended before the Change in Control), the
      Participant will receive the number of shares of Stock that the
      Participant would have received with respect to each of those Performance
      Periods if, for the respective Performance Period, the performance
      achieved was at the greater of (A) the target level of performance, or (B)
      the Projected Level of performance; provided that, regardless of whether
      clause (A) or (B) applies, the number of shares of Stock to be distributed
      will be subject to a pro rata reduction to reflect the portion of the
      respective Performance Period after the Change in
  Control.

            


    

    


    Distribution
of shares of Stock under this subsection 3.4 with respect to all Performance
Periods will be made within 30 days following the Change in
Control.  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 Change in Control continued at the same rate for
the remainder of the Performance Period, subject to adjustment to reflect
seasonal and other cyclical variations in the level of achieved performance, 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).

    


    SECTION
4

    SETTLEMENT OF
UNITS

    


    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 first 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 that plan.  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.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    


    


    4.4.  Return of
Overpayments.  If the number of shares distributed with respect
to Units is based on the attainment of a level of objective performance goals
that is later determined to have been inaccurate, such inaccuracy was caused by
misconduct by an employee of the Company or a Subsidiary, and as a result the
number of shares of Stock distributed to a Participant is greater than it should
have been, then:

    


    
      	
              (a)

            	
              The
      Participant (regardless of whether then employed) whose misconduct caused
      the inaccuracy will be required to repay the
  excess.

            


    

    


    
      	
              (b)

            	
              The
      Committee administering the Plan may require an active or former
      Participant (regardless of whether then employed) to repay the excess
      previously received by that Participant if the Committee concludes that
      the repayment is necessary to prevent the Participant from unfairly
      benefiting from the inaccuracy.  However, repayment under this
      paragraph (b) shall apply to an active or former Participant only if the
      Committee reasonably determines that, prior to the time the amount was
      paid (or, if payment of the amount is electively deferred by the
      Participant, at the time the amount would have been paid in the absence of
      the deferral), such Participant knew or should have known that the amount
      was greater than it should have been by reason of the
      inaccuracy.  Further, the amount to be repaid by the Participant
      may not be greater than the excess of (i) the amount paid to the
      Participant over (ii) the amount that would have been paid to a
      Participant in the absence of the inaccuracy, provided that, in
      determining the amount under this clause (ii), the Committee may take into
      account only the inaccuracy of which the Participant knew or should have
      known, and which the Participant knew or should have known was caused by
      misconduct.

            


    

    


    Instead
of (or in addition to) requiring repayment, the Committee may adjust a
Participant’s future compensation and the Company and/or Subsidiary shall be
entitled to set-off against the amount of any such gain any amount owed to the
Participant by the Company and/or Subsidiary.  For this purpose, the
term “misconduct” means fraudulent or illegal conduct or omission that is
knowing or intentional.  For purposes of this subsection 4.4, the
determination of the amount of the excess shall be based on the Fair Market
Value of the shares of Stock distributed by reason of the inaccuracy; provided
that if the repayment to the Company is made in shares of Stock, the value of
the shares will be based on the Fair Market Value of the shares on the date of
repayment.  However, the foregoing provisions of this subsection 4.4
shall not apply to any reductions in Units made after a Change in Control (as
defined in the LTIP) to the extent that the Units were granted for a Performance
Period beginning before a Change in Control.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    


    


    SECTION
5

    OPERATION AND
ADMINISTRATION

     

    5.1.  Effective Date and
Duration.

    


    
      	
              (a)

            	
              The
      Plan shall be effective as of January 1,
2009.

            


    

    


    
      	
              (b)

            	
              In
      the event of Plan termination, the terms of the Plan shall remain in
      effect as long as any Units under it are
  outstanding.

            


    

    


    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.

    


    SECTION
6

    AMENDMENT AND
TERMINATION

    


    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.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    


    


    SECTION
7

    DEFINITIONS

    


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

    


    
      	
              (a)

            	
              Compound Annual Growth
      Rate.  The term “Compound Annual Growth Rate” means the
      annual compound rate of earnings per share of growth as determined by the
      Committee.

            


    

    


    
      	
              (b)

            	
              Date of
      Termination.  The term "Date of Termination" means the
      date of the Participant’s termination of employment with the
      Company.

            


    

    


    
      	
              (c)

            	
              Disability.  The
      term “Disability” shall mean total disability of the Participant as
      determined by the Committee, on the basis of such evidence as the
      Committee deems necessary and
advisable.

            


    

    


    
      	
              (d)

            	
              Fair Market
      Value.  The term “Fair Market Value” has the meaning set
      forth in the LTIP, provided that the determination shall be made using the
      closing price on the applicable
date.

            


    

    


    
      	
              (e)

            	
              Performance
      Period.  The term “Performance Period” means a three
      consecutive calendar year period as designated by the Committee, or such
      other period determined by the
Committee.

            


    

    


    
      
        	
                (f)

              	
                Retirement.  The
      term “Retirement” shall have the meaning used in the YUM! Retirement Plan,
      as in effect on the date of the Participant's Date of
      Termination.  However, in the absence of such Retirement Plan
      being applicable to be Participant, "Retirement" shall mean the occurrence
      of the Participant's Date of Termination on or after the Participant's
      attainment of age 55 and 10 years of
service.

              


      

    

     

    7