EXHIBIT 10(c)
DARDEN RESTAURANTS, INC.
STOCK PLAN FOR DIRECTORS
(effective October 1, 2000)
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
Additional information about this Plan and its administrators may be obtained
without charge by writing to the Supervisor, Stock Compensation Plans, Darden
Restaurants, Inc., Compensation Department, P.O. Box 593330, Orlando, FL
32859-3330, or by calling (407) 245-4293.
DARDEN RESTAURANTS, INC.
STOCK PLAN FOR DIRECTORS
1. Purpose. The purpose of the Darden Restaurants, Inc. Stock Plan (the
"Plan") for Directors is to increase the proprietary interest of Directors in
Darden Restaurants, Inc. (the "Company") by granting them non-qualified options
to purchase Common Stock of the Company ("Common Stock") and shares of Common
Stock subject to the restrictions described herein ("Restricted Stock") that
will promote long-term shareholder value through ownership of Common Stock.
2. Administration. The Plan shall be administered by the Compensation
Committee of the Board of Directors of the Company. Grants of options to
purchase Common Stock under the Plan and the amount and nature of the awards of
Restricted Stock shall be made automatically or by the Board of Directors as
provided in Section 4. However, the Compensation Committee shall have full
authority to interpret the Plan, to promulgate such rules and regulations with
respect to the Plan as it deems desirable and to make all other determinations
necessary or appropriate for the administration of the Plan, and such
determinations shall be final and binding upon all persons having an interest in
the Plan.
3. Participation. Each person who is a Director of the Company or any of
its subsidiaries at the date of each grant or award shall be eligible to
participate in the Plan. A "Director" for purposes of this Plan is defined as a
person who has been elected to the Board of Directors of the Company and does
not have an employee status with the Company.
4. Awards under the Plan. The number of shares of Common Stock authorized
for grants under the Plan is 250,000, provided that all such shares shall be
issued from Common Stock held in the Company's treasury. In addition, all shares
of Common Stock authorized, but unissued under the predecessor Stock Plan for
Directors effective May 28, 1995, as amended, shall be available and authorized
for issuance under this Plan.
(a) Non-qualified Stock Options
(i) Grant of Options. Each person who becomes a Director for the
first time after the effective date of the Plan shall be awarded an
option ("Option") to purchase 12,500 shares of Common Stock, effective
as of the date such person becomes a Director. In addition, at the
close of business on each annual shareholders' meeting, each Director
elected or re-elected to the Board shall be granted an Option to
purchase 3000 shares of Common Stock. The written agreement evidencing
such Options granted under the Plan shall be dated as of the
applicable date of each grant. Each Director receiving an Option grant
shall execute and return a copy of the agreement to the Company. All
Options granted under the Plan shall be non-qualified stock options
governed by Section 83 of the Internal Revenue Code of 1986, as
amended.
(ii) Option Exercise Price. The per share price to be paid by the
Director at the time an Option is exercised shall be 100% of the Fair
Market Value of the Common Stock on the date of grant. "Fair Market
Value" shall equal the mean of the high and low price for the Common
Stock on the New York Stock Exchange on the relevant date or, if the
New York Stock Exchange is closed on that date, on the last preceding
date on which the Exchange was open for trading.
(iii) Term of Option. Each Option shall expire ten (10) years from
the date of grant.
(iv) Exercise of Option. Options shall be exercisable only after
one year from the date the Option is granted, except that (1) "SRO's"
may be exercised after a period of six months or longer if so
determined by the Board of Directors at the date of the grant of the
SRO and (2) the 12,500 Options granted to a Director upon his or her
first election to the Board of Directors shall be exercisable only
after three years from the date the Options are granted.
1
(v) Method of Exercise and Tax Obligations. Each notice of
exercise shall be accompanied by the full purchase price of the shares
being purchased. Such payment may be made in cash, check, shares of
Common Stock valued using the Fair Market Value as of the exercise
date or a combination thereof. The Company may also require payment of
the amount of any federal, state or local withholding tax attributable
to the exercise of an Option or the delivery of shares of Common Stock
upon lapse of the Restricted Period described below.
(vi) Non-transferability. An Option shall be non-assignable and
non-transferable by a Director other than by (i) the Director's last
will and testament, or (ii) the applicable laws of descent and
distribution, or (iii) by gift by a Director to a "family member"
defined by the Compensation Committee. Such Option may be exercised
only by such Director or his or her guardian or legal representative
or the donee family member. A Director shall forfeit any Option
assigned or transferred, voluntarily or involuntarily, other than as
permitted under this subsection.
(vii) Notwithstanding anything contained herein to the contrary,
upon retirement of a Director or other cessation of service on the
Board of Directors, the Director's Options will vest and be
exercisable according to the following schedules.
(1) For a Director with at least five years of Board
service, including service on the predecessor General Mills,
Inc. Board of Directors, unvested Options granted prior to
September 1999 will continue to vest. Once vested, Options
will be exercisable for the full term of the Option.
(2) For a Director with less than five years of Board
service, including service on the predecessor General Mills,
Inc. Board of Directors, unvested Options will be forfeited.
Options granted prior to September 1999 that have vested
will be exercisable for the full Option term. Options
granted beginning with and after the September 1999 grant if
vested, must be exercised within ninety days of the end of
Board service or, otherwise, will be forfeited.
(b) Restricted Stock.
----------------
(i) Awards. Each Director on the effective date of the Plan shall
be granted an award of 3,000 shares of Common Stock, restricted as
described below ("Restricted Stock"). At the close of business on each
successive annual stockholders' meeting date thereafter, each Director
then elected or re-elected to the Board shall be granted an award of
3,000 shares of Restricted Stock. Notwithstanding the foregoing, a
Director may elect (1) to defer all or any portion of his or her
Restricted Stock award until a date that is on or after the cessation
of Board service, or (2) to receive the equivalent of 1,000 of the
3,000 shares of any Restricted Stock award in cash.
(ii)Restricted Period. The restrictions set forth shall apply
from the date of each grant until the earlier of the following: (1)
the last day on which the New York Stock Exchange is open for trading
immediately prior to the annual stockholders meeting next succeeding
the grant of such Restricted Stock, or (2) completion of the
Director's term of service on the Board of Directors by retirement,
death or disability (the "Restricted Period"). Until the expiration of
the Restricted Period, none of the Restricted Stock may be sold,
transferred, assigned, pledged or otherwise encumbered or disposed of,
and all of the Restricted Stock shall be forfeited and all further
rights of the Director to or with respect to such Restricted Stock
shall terminate without any obligation on the part of the Company
unless the Director has remained a Director throughout the Restricted
Period applicable to such Restricted Stock.
(iii) Other Terms and Conditions. Any shares of Restricted Stock
granted hereunder may be evidenced in such manner as the Committee
deems appropriate, including, without limitation, book-entry
registration or issuance of stock certificates, and may be held in
escrow. If certificated, each such certificate shall bear a legend
giving notice of the restrictions. Each Director must also endorse in
blank and return to the Company a stock power for each grant of
Restricted Stock. During the Restricted Period, each Director shall
have all the rights and privileges of a shareholder with respect to
the Restricted Stock, including the right to vote the shares and to
receive dividends thereon. At the expiration of the Restricted Period,
a stock certificate free of all restrictions for the number of shares
of Restricted Stock so registered shall be delivered to the Director
or his or her estate.
2
(c) "SRO's".
------
In addition to the Options for 12,500 shares and the annual grant
of 3000 shares of Common Stock described in Section 4(a)(i) above, the
Board of Directors also shall grant salary replacement options
("SRO's") to one or more of the Directors pursuant to the annual
decision of each Director in lieu of all or part of an annual retainer
or for directors fees for attendance at Board or Committee meetings or
other compensation for services as a Director. Such grants shall be
made on the last day of each fiscal quarter of the Company for
compensation accrued during such quarter and be valued by the same
formula as used by the Compensation Committee for awards of SRO's to
employees of the Company.
(d) Change of Control.
-----------------
The Options granted hereunder shall become exercisable and the
restrictions on the Restricted Stock shall lapse upon the occurrence
of a "Change of Control." Each of the following shall constitute a
"Change of Control":
(i) if any person (including a group as defined in Section
13(d)(3) of the 1934 Act) becomes, directly or indirectly, the
beneficial owner of 20% or more of the shares of the Company entitled
to vote for the election of directors;
(ii)as a result of or in connection with any cash tender offer,
exchange offer, merger or other business combination, sale of assets
or contested election, or combination of the foregoing, the persons
who were Directors of the Company just prior to such event cease to
constitute a majority of the Company's Board of Directors; or
(iii) the stockholders of the Company approve an agreement
providing for a transaction in which the Company will cease to be an
independent publicly-owned corporation or a sale or other disposition
of all or substantially all of the assets of the Company occurs.
5. Adjustments. In the event of a stock dividend or stock split, or
combination or other reduction in the number of issued shares of Common Stock, a
merger, consolidation, reorganization, recapitalization, sale or exchange of
substantially all assets or dissolution of the Company, or whenever the
Committee determines such adjustments are appropriate to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under this Plan, then appropriate adjustments shall be made in the shares and
number of shares of Common Stock subject to and authorized by this Plan and the
number of Options and Restricted Stock previously granted hereunder and the
exercise price of Options previously granted hereunder, in order to prevent
dilution or enlargement of the rights of the Directors under the Plan.
6. Amendment of the Plan. The Board of Directors may suspend or terminate
the Plan or any portion thereof at any time, and the Board of Directors may
amend the Plan from time to time as may be deemed to be in the best interests of
the Company; provided, however, that no such amendment, alteration or
discontinuation shall be made (a) that would impair the rights of a Director
with respect to Options and Restricted Stock theretofore awarded, without such
person's consent, or (b) without the approval of the stockholders, (i) if such
approval is necessary to comply with any legal, tax or statutory requirement,
including any approval requirement which is a prerequisite for exemptive relief
from Section 16 of the Securities Exchange Act of 1934 (the "1934 Act") or (ii)
would materially change the definition of persons eligible to receive awards
under this Plan, or (c) unless such amendment is necessary to comply with
changes in the Internal Revenue Code of 1986, as amended, or the Employment
Retirement Income Security Act of 1974, as amended, or rules promulgated
thereunder.
3
7. Miscellaneous Provisions. Neither the Plan nor any action taken
hereunder shall be construed as giving any Director any right to be nominated
for re-election to the Board. The Plan shall be governed by the laws of the
state of Florida.
8. Effective Date and Duration of Plan. The Plan shall be deemed effective
as of the effective date of the distribution of Common Stock to the holders of
General Mills, Inc. Common Stock. No awards shall be made hereunder after
September 30, 2005.
9. Section 16. With respect to persons subject to Section 16 of the 1934
Act, transactions under the Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the 1934 Act. To the extent any
provision of the Plan or action by the Committee fails to so comply, it shall be
deemed null and void, to the extent permitted by law and deemed advisable by the
Committee.
Effective October 1, 2000
4