EXHIBIT 10(f)
DARDEN RESTAURANTS, INC.
STOCK PLAN FOR DIRECTORS
(AMENDED AND RESTATED AS OF JULY 26, 2002)
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 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
Common Stock shall be made automatically or by the Board of Directors as
provided in Section 4. However, subject to the express provisions of the Plan
and applicable law, the Compensation Committee shall have full authority to: (i)
interpret the Plan; (ii) promulgate such rules and regulations with respect to
the Plan as it deems desirable; (iii) amend the terms and conditions of any
award or award agreement, provided, however, that, except as otherwise provided
in Section 5 hereof, the Committee shall not reprice, adjust or amend the
exercise price of options to purchase Common Stock of the Company previously
awarded to any Director, whether through amendment, cancellation and replacement
grant, or any other means; (iv) determine whether, to what extent and under what
circumstances shares of Common Stock payable with respect to an award under the
Plan shall be deferred either automatically or at the election of the holder of
the award or the Committee; and (v) 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 375,000, 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. If any shares of Common Stock covered by an award
or to which an award relates are not purchased or are forfeited or otherwise
reacquired by the Company (including shares of Restricted Stock, as described
below, whether or not dividends have been paid on such shares), or if an award
otherwise terminates or is cancelled without delivery of any shares of Common
Stock, then the number of shares of Common Stock counted against the aggregate
number of shares available under the Plan with respect to such award, to the
extent of any such forfeiture, termination or cancellation, shall again be
available for granting awards under the Plan. In addition, any shares of Common
Stock that are used by a participant as full or partial payment to the Company
of the purchase or exercise price relating to an award or in connection with the
satisfaction of tax obligations relating to an award, and any shares of Common
Stock purchased by the Company in the open market or in private transactions
having an aggregate purchase price no greater than the amount of cash proceeds
received by the Company from the exercise of Options, as described below, under
the Plan shall be available for granting awards under the 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
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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 3,000 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. 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.
(v) Method of Exercise, Deferral 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. The Committee may permit a Director to
elect to defer receipt of all or a portion of the shares of
Common Stock issuable upon exercise of an Option, all on such
terms and conditions as the Committee shall determine (including
through the terms of the Compensation Plan for Non-Employee
Directors).
(vi) Non-transferability. An Option shall be non-assignable and
non-transferable by a Director other than by (1) the Director's
last will and testament, or (2) the applicable laws of descent
and distribution, or (3) 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
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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, prior to the date of each annual
stockholders' meeting, with respect to any such award of
Restricted Stock to be made for such upcoming year, a Director
may elect (1) on such terms and conditions as the Committee shall
determine (including through the terms of the Compensation Plan
for Non-Employee Directors), to defer receipt of all or any
portion of the Common Stock that would otherwise be received
pursuant to 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 based on the Fair Market Value of the Common
Stock on the date of such stockholders' meeting. Any such
deferral election shall result in the Restricted Stock not being
issued to the Director and, in exchange, the Director will be
credited with stock units, representing the Company's obligation
to pay deferred compensation at a later date in the form of
unrestricted Common Stock, all on such terms and conditions as
the Committee shall determine (including through the terms of the
Compensation Plan for Non-Employee Directors).
(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) the
Director's 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.
(c) Stock Award.
(i) Awards. At the close of business on the date of each annual
stockholders' meeting occurring after July 26, 2002, in lieu of
the award of Restricted Stock described in Section 4(b) above,
each Director elected or re-elected to the Board at such
stockholders' meeting shall be granted an award equal to that
number of shares of Common Stock having a Fair Market Value on
the date of grant equal to $100,000, rounded to the nearest whole
share (the "Stock Award"). Each Director who, after July 26,
2002, is appointed as a Director of the Company at any time other
than at an annual stockholders' meeting
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shall be granted on the date of such appointment a prorated Stock
Award equal to that number of shares of Common Stock, rounded to
the nearest whole share, having a Fair Market Value on the date
of grant equal to $100,000 multiplied by a fraction, the
numerator of which is 365 minus the number of days in the period
from the date of the annual stockholders' meeting immediately
preceding such appointment to the date of such appointment and
the denominator of which is 365. Notwithstanding the foregoing,
prior to the date of each annual stockholders' meeting or the
date of any such appointment, as the case may be, a Director may
elect with respect to each such Stock Award to be granted on such
date (1) on such terms and conditions as the Committee shall
determine (including through the terms of the Compensation Plan
for Non-Employee Directors), to defer receipt of all or any
portion of the Common Stock that would otherwise be received
pursuant to his or her Stock Award until a date that is on or
after the cessation of Board service or (2) to receive 25% or 50%
of the Stock Award in cash. Any such deferral election shall
result in such shares of Common Stock not being issued to the
Director and, in exchange, the Director will be credited with
stock units, representing the Company's obligation to pay
deferred compensation at a later date in the form of unrestricted
Common Stock, all on such terms and conditions as the Committee
shall determine (including through the terms of the Compensation
Plan for Non-Employee Directors).
(ii) Non-transferability. From the date of grant to the first
anniversary of the date of grant of any Stock Award (the
"Non-transferability Period"), none of the shares of Common Stock
subject to the Stock Award may be sold, transferred, assigned,
pledged or otherwise encumbered or disposed of by a Director
other than by (1) the Director's last will and testament, or (2)
the applicable laws of descent and distribution. During the
Non-transferability Period, any certificate representing shares
of Common Stock that are subject to a Stock Award shall bear a
legend giving notice of the restrictions described in this
Section 4(c)(ii). During the Non-transferability Period, each
Director shall have all the rights and privileges of a
shareholder with respect to the shares of Common Stock subject to
the Stock Award, including the right to vote such shares and to
receive dividends thereon.
(d) "SRO's".
In addition to the awards described in Sections 4(a), (b) and (c)
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. SRO's shall be treated as Options under this
Plan for all other purposes.
(e) Change of Control.
The Options granted hereunder shall become exercisable and the
restrictions on Restricted Stock and Stock Awards 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
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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 shares of Common Stock subject to Options, Restricted Stock and Stock
Awards 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, Restricted Stock or Stock Awards 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.
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.
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