EXHIBIT 10(g)
DARDEN RESTAURANTS, INC.
COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
(AMENDED AND RESTATED AS OF JULY 26, 2002)
PART I
GENERAL PROVISIONS
A. OBJECTIVE AND SUMMARY OF THE PLAN
It is the intent of the Company to provide a compensation program for its
non-employee directors which will attract and retain highly qualified
individuals to serve in this capacity. This program shall be called the
"Darden Restaurants, Inc. Compensation Plan for Non-Employee Directors"
(hereinafter the "Plan"). "Compensation" shall mean the annual retainer and
meeting fees for each regular or special Board of Directors meeting and any
committee meeting attended. Such Compensation may be received in any
combination of the following:
1. Cash
2. Deferred Cash
3. Darden Restaurants, Inc. Common Stock ("Common Stock")
The combination of alternatives for each non-employee director shall equal
the aggregate Compensation earned by each non-employee director. Such
Compensation shall be distributed as outlined in Parts II, III, and IV
hereof.
B. ADMINISTRATION
The Plan shall be administered by the Compensation Committee (hereinafter
the "Committee") of the Board of Directors. The Committee shall have full
authority and complete discretion 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.
C. AWARDS UNDER THE PLAN
The aggregate number of shares of Company Common Stock authorized to be
issued under Parts III and IV hereof is 75,000, provided that all of such
shares shall be issued from shares of Common Stock held in the Company's
treasury. In addition, all shares of Common Stock authorized, but unissued
under the predecessor Compensation Plan for Non-Employee Directors,
effective May 28, 1995, as amended, shall be available and authorized for
issuance under Part III or IV of this Plan.
D. EFFECTIVE DATE AND DURATION OF THE PLAN
The Plan shall be deemed effective October 1, 2000. No awards shall be made
hereunder after September 30, 2005.
E. 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;
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provided, however, that no such amendment, suspension or termination shall
be made (a) which would impair the rights of a non-employee director with
respect to Compensation theretofore earned, without such person's consent,
or (b) without the approval of the stockholders, which would materially
increase the maximum number of shares subject to this Plan, materially
increase the maximum number of shares issuable to any non-employee director
under this Plan, or materially change the definition of persons eligible to
receive awards under this Plan, or (c) if the Plan has been amended within
the preceding six months, unless such amendment is necessary to comply with
changes in the Internal Revenue Code of 1986, as amended, or the Employee
Retirement Income Security Act of 1974, as amended, or rules promulgated
thereunder.
F. CHANGE OF CONTROL
After a "Change in Control," no amendments, suspension to or action to
terminate the Plan may be made which would affect Compensation earned prior
to such amendments, suspensions or termination without the written consent
of a majority of participants determined as of the day before a "Change in
Control." Any decision or interpretation adopted by the Committee shall be
final and conclusive. A "Change in Control" shall mean the occurrence of
any of the following events:
1. if any person (including a group as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934) becomes, directly or indirectly, the
beneficial owner of twenty percent (20%) or more of the shares of the
Company entitled to vote for the election of directors;
2. 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 shall cease to
constitute a majority of the Company's Board of Directors; or
3. 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.
G. PARTICIPATION
1. Each non-employee director of Darden Restaurants, Inc., may elect by
written notice to the Company on or before each annual stockholder
meeting, to participate in the Compensation alternative provisions of
the Plan. Any combination of the alternatives--Cash, Deferred Cash
and/or Company Common Stock--may be elected, provided the aggregate of
the alternatives elected equals one hundred percent of the
non-employee director's Compensation.
2. The election shall remain in effect for a one-year period which shall
begin the day of the annual stockholders meeting in September and
terminate the day before the succeeding annual stockholders meeting
(hereinafter "Plan Year"). The first election hereunder shall be the
election made on or before the September 2000 annual stockholders
meeting, and such election shall remain effective until the annual
stockholders meeting to be held in September 2001. If a non-employee
director fails to submit an election prior to the commencement of a
new Plan Year, the election from the prior year shall remain in
effect.
3. The Plan Year shall include four Plan Quarters. Plan Quarters shall
correspond to the Company's fiscal quarters.
4. A director elected to the Board after the September Board meeting may
elect, by written notice to the Company before such director's term
begins, to participate in the Compensation alternatives for the
remainder of that Plan Year, and elections for succeeding years shall
be on the same basis as other directors.
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5. As soon as possible after the end of each Plan Year, the Company shall
supply to each participant an account statement of participation under
the Plan.
6. Unless otherwise notified, all notices under this Plan shall be sent
in writing to the Company, attention the Supervisor, Management Stock
Plans, 5900 Lake Ellenor Dr., Orlando, FL 32809. All correspondence to
the participants shall be sent to the address which is their recorded
address as listed on the election forms.
PART II
CASH COMPENSATION PROVISIONS
A. Each non-employee director who elects to participate under the Cash
Compensation Provision of the Plan shall be paid all or the specified
percentage of his or her Compensation for the Plan Year in cash, and such
cash payment shall be made as of the end of each Plan Quarter.
B. If a participant dies prior to payment in full of all amounts due under the
Plan, the balance of the amount due shall be payable in full to such
participant's designated beneficiary, or, if none, the estate as soon as
possible following death.
PART III
DEFERRED CASH COMPENSATION PROVISION
A. Each non-employee director may elect to have all or a specified percentage
of his or her Compensation for the Plan Year deferred until the participant
ceases to be a director.
B. For each director who has made this Deferred Cash election, the Company
shall establish a deferred compensation account and shall credit such
account quarterly for the Compensation due. Each account shall be credited
daily at the rate or rates of return of funds or portfolios established
under a qualified benefit plan maintained by the Company which the
Committee or the Minor Amendment Committee of the Committee (the "Minor
Amendment Committee"), or its delegate, in its discretion, may from time to
time establish. With respect to allocations made to the Company Common
Stock fund, stock units shall be credited as of the last business day of
the fiscal quarter, based on the mean of the high and low sale prices of
Company Common Stock on the New York Stock Exchange as reported in the
consolidated transaction reporting system. On each payment date for cash
dividends paid on the Company's Common Stock, the Company shall credit to
each participant's account a dividend equivalent amount equal to the cash
dividends that would be payable by the Company on a number of shares of
Common Stock equal to the number of stock units then credited to the
participant's account. Such dividend equivalent amounts shall then be
credited in the form of additional stock units, based on the mean of the
high and low sale prices of Company Common Stock on the New York Stock
Exchange as reported in the consolidated transaction reporting system on
the date of the dividend payment date. Participants will have no rights as
shareholders with respect to stock units credited to their accounts.
Payment of amounts allocated to stock units shall be in the form of Company
Common Stock and not in cash. Only a whole number of shares shall be
issued, with any fractional share amount paid in cash.
C. Distribution of the participant's deferred compensation account shall be as
follows:
1. at the time, and in the form of payment, elected by the participant at
the time of deferral, provided that payments will not commence until
the participant ceases to be a director; or
2. in the absence of an election at the time of deferral, in ten
substantially equal annual installments beginning on January 1 of each
year following the year in which the participant ceases to be a
director; or
3. if a participant makes a written request before payments have
commenced, and such request is approved by the Committee, payments may
be made in some other lesser number of substantially equal annual
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installments or in a single sum paid on a date prior to the otherwise
scheduled payment commencement date; or
4. if a participant makes a written request after payments have commenced
in the form of installments, payments may be made in some other lesser
number of substantially equal annual installments or in a single lump
sum paid on a date prior to the otherwise scheduled payment dates,
provided, however, effective immediately prior to the commencement of
benefit payments pursuant to the participant's request, there shall be
irrevocably forfeited from the participant's account an amount equal
to ten percent (10%) of the balance of that account. Payments shall
then be made based on the participant's account balance after
reduction for the forfeiture noted above (plus any subsequent interest
credits which may be credited to the account).
Each installment or lump sum payment shall include the rate of return on
the outstanding account balance to the date on which the distribution
occurs. Except as specifically provided herein, the method of distribution
approved by the Committee shall be irrevocable.
D. In the event of a severe financial hardship, a participant may apply to
receive a distribution of his or her account earlier than initially
elected. The Committee will review the request and shall either approve or
deny the request. The determination made by the Committee will be final and
binding on all parties. If the request is granted, the Committee will
accelerate payments only to the extent reasonably necessary to alleviate
the financial hardship.
E. If a participant dies prior to payment in full of all amounts due under the
Plan, the balance of the amount due shall be payable in full to the
participant's designated beneficiary, or, if none, the estate as soon as
possible following death.
F. Notwithstanding any other provision of this Plan to the contrary, the
Committee, by majority approval, may, in its sole discretion, direct that
payments be made before such payments are otherwise due if, for any reason
(including, but not limited to, a change in the tax or revenue laws of the
United States of America, a published ruling or similar announcement issued
by the Internal Revenue Service, a regulation issued by the Secretary of
the Treasury or his or her delegate, or a decision by a court of competent
jurisdiction involving a participant or beneficiary), it believes that a
participant or beneficiary has recognized or will recognize income for
federal income tax purposes with respect to amounts that are or will be
payable to him under the Plan before they are paid to him. In making this
determination, the Committee shall take into account the hardship that
would be imposed on the participant or beneficiary by the payment of
federal income taxes under such circumstances.
PART IV
DRI COMMON STOCK PROVISIONS
A. Each participant may elect to receive all or a specified percentage of his
or her Compensation in shares of Darden Restaurants, Inc. Common Stock,
which will be issued at the end of each Plan Quarter.
B. The Company shall ensure that an adequate number of Darden Restaurants,
Inc. shares of Common Stock are available for distribution to those
participants making this election.
C. Only whole number of shares will be issued, with any fractional share
amounts paid in cash.
D. For purposes of computing the number of shares earned each Plan Quarter,
the value of each share shall be equal to the mean of the high and low
prices of shares of Darden Restaurants, Inc. Common Stock on the New York
Stock Exchange on the last Business Day of each Plan Quarter. For the
purposes of this Plan, "Business Day" shall mean a day on which the New
York Stock Exchange is open for trading.
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E. If a participant dies prior to payment in full of all amounts due under the
Plan, the balance of the amount due shall be payable in full to the
participant's designated beneficiary, or, if none, to the participant's
estate, in cash, as soon as possible following death.
PART V
DEFERRAL OF OPTION GAIN AND STOCK AWARDS
A. PURPOSE AND EFFECT This Part V authorizes the deferral of gains from the
exercise of Stock Options and the deferred receipt of Common Stock that
would otherwise be received due to a Stock Award, notwithstanding any other
provision in the Plan to the contrary. The Stock Options and Stock Awards
that may be subject to deferral elections authorized by this Part V are
limited to those made under the following stock plans of the Company
(collectively, the "Stock Plans"):
(a) Darden Restaurants, Inc. Stock Plan for Directors;
(b) Darden Restaurants, Inc. 2002 Stock Incentive Plan; and
(c) any future stock plan, agreement or arrangement of the Company
that explicitly provides for such deferral elections.
In accordance with the rules set forth in this Part V, eligible
Participants may elect to (i) defer receipt of all or a portion of the
shares of Common Stock representing the net gain on exercise of a Stock
Option in connection with a Participant's stock-for-stock option exercise
("Option Deferral") and (ii) defer receipt of shares of Common Stock that
would have been issued under a Stock Award in exchange for the Company's
agreement to pay deferred compensation in the form of unrestricted shares
of Common Stock ("Stock Deferral"). Grants of Stock Options and Stock
Awards are governed by the Stock Plans, as they may be amended from time to
time. No stock options or shares of Common Stock are authorized to be
issued under this Plan (other than pursuant to Part III or IV of the Plan).
Participants who elect to make a deferral in accordance with this Part V
will have no rights as shareholders of the Company with respect to Stock
Units credited to their Deferred Stock Unit Accounts.
B. DEFINITIONS
For purposes of this Part V, the terms defined elsewhere in the Plan shall
have the same meanings when used in this Part V unless a different meaning
is given in this Part V. In addition, the terms listed below shall have the
following meanings:
(a) Common Stock shall mean the common stock, without par value, of
Darden Restaurants, Inc.
(b) Compensation Committee shall mean the Compensation Committee of
the Board of Directors of the Company.
(c) Deferred Stock Unit Account shall mean the account established
for each Participant in accordance with Subpart F of this Part V.
(d) Exercise Date shall mean the date as of which a Stock Option is
exercised under the applicable Stock Plan.
(e) Net Shares shall mean:
(i) with respect to any Option Deferral pursuant to Subpart D of
this Part V, the number of shares of Common Stock subject to
the deferral election ("Deferred Shares") as to which the
Stock Option has been exercised, less the number of shares
of Common Stock
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delivered to pay the exercise price for the Deferred Shares
in a stock-for-stock exchange, and less any shares used to
satisfy any taxes due at the time Stock Units are credited
due to the Option Deferral; and
(ii) with respect to any Stock Deferral, the number of shares of
Common Stock that are subject to the deferral election that
would have been issued pursuant to a Stock Award, less any
shares that are used to satisfy any taxes due at the time
Stock Units are credited due to the Stock Deferral.
(f) Participant shall mean a person who is eligible under Subpart C
of this Part V to make an Option Deferral as described in Subpart
D of this Part V or a Stock Deferral as described in Subpart E of
this Part V. A person who has become a Participant shall be
considered to continue as a "participant" within the meaning of
the Plan (even if such person subsequently becomes ineligible to
make deferrals under this Part V) until the date of the
Participant's death or, if earlier, the date when the Participant
no longer satisfies the eligibility requirements in Subpart C of
this Part V and the Participant has received a distribution of
all of the Participant's Deferred Stock Unit Account.
(g) Stock Award shall mean any award of Common Stock pursuant to one
or more of the Company's Stock Plans.
(h) Stock Option shall mean any stock option granted pursuant to one
or more of the Company's Stock Plans.
(i) Stock Unit shall mean one of the units credited to Participants'
Deferred Stock Unit Accounts based on the number of Net Shares.
C. ELIGIBILITY
A person shall be eligible to make deferrals pursuant to this Part V if he
or she is a non-employee director of the Company. A person who ceases to be
a non-employee director of the Company shall not be eligible to make
deferrals pursuant to this Part V.
D. OPTION DEFERRAL
As of any election date that is (i) at least six full months in advance of
the applicable Exercise Date and (ii) at least six full months in advance
of the date the applicable Stock Option expires, a Participant may complete
and submit to the Company an irrevocable election to defer receipt of Net
Shares of Common Stock resulting from a stock-for-stock exercise of an
exercisable Stock Option granted to the Participant and to only pay for
such exercise by tendering shares of Common Stock. Such deferral election
shall specify the following:
(a) the specific Stock Option grant and the number of shares of
Common Stock subject to the deferral election; and
(b) the distribution date and form of distribution, in accordance
with the rules for payment under Part III of the Plan as modified
by Subpart G below.
A Participant may make a deferral election with respect to all or only a
portion of the shares of Common Stock subject to a Stock Option ("Stock
Option"). The portion of a Stock Option subject to a deferral election may
not be exercised until six full months after the deferral election is made
and must be exercised separately from the remainder of the Stock Option. No
partial exercise of the portion of a Stock Option subject to the deferral
election shall be permitted. A Participant may not deliver cash in lieu of
shares of Common Stock to satisfy the Stock Option exercise price for
shares subject to a deferral election. All shares of Common Stock delivered
to pay the exercise price must, on the Exercise Date, have been owned by
the Participant without restriction for at least six full months.
E. STOCK DEFERRAL
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Prior to the date on which a Participant would be granted a Stock Award, a
Participant may complete and submit to the Company an irrevocable election
not to receive shares of Common Stock pursuant to that award,
and to be credited instead with a number of Stock Units equal to the number
of Net Shares resulting from the deferral election. Such deferral election
shall specify the following:
(a) the anticipated Stock Award; and
(b) the Distribution Date and form of distribution, in accordance
with the rules for payment under Part III of the Plan, as
modified by Subpart G below.
Any deferral election made pursuant to this Subpart E shall apply to all of
the shares of Common Stock attributable to the specified Stock Award (after
reduction for any portion of the Stock Award that the Participant has
elected to receive in the form of an immediate cash payment).
F. DEFERRED STOCK ACCOUNTS
A Deferred Stock Unit Account shall be established on behalf of each
Participant for Net Shares deferred under Subpart D or E of this Part V.
The provisions of this Subpart F shall be subject to the following rules:
(a) For each Net Share deferred, a Stock Unit shall be credited to
the Participant's Deferred Stock Unit Account effective as of the
applicable Exercise Date or, in the case of a Stock Deferral, the
date of the Stock Award.
(b) On each payment date for cash dividends paid on the Company's
Common Stock, the Company shall pay to each Participant a
dividend equivalent amount equal to the cash dividends that would
be payable by the Company on a number of shares of Common Stock
equal to the number of Stock Units then credited to the
Participant's Deferred Stock Unit Account. Such dividend
equivalent amounts shall be paid directly to Participants in cash
and shall not be eligible for deferral under this Plan.
(c) In the event that the Compensation Committee determines that any
dividend or other distribution (whether in the form of cash,
Common Stock, securities of a subsidiary of the Company, other
securities or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation,
split-up, spin-off, combination, repurchase or exchange of Common
Stock or other securities of the Company, issuance of warrants or
other rights to purchase Common Stock or other securities of the
Company, or other similar corporate transaction or event affects
the Common Stock such that an adjustment to the Participants'
allocations to their Deferred Stock Unit Accounts is appropriate
to prevent the reduction or enlargement of the benefits or
potential benefits intended to be made available under the Plan,
then the Compensation Committee, may, in its sole discretion and
in such manner as it may deem equitable, adjust the Stock Units
credited to the Participants' Deferred Stock Unit Accounts.
G. PAYMENT OF DEFERRED AMOUNTS
The rules regarding payment of amounts under Part III of the Plan shall
apply to Deferred Stock Unit Accounts, except that
(a) payment of Deferred Stock Unit Accounts shall be made only in the
form of shares of Common Stock and not in cash,
(b) payment with respect to Stock Units that are attributable to a
Stock Deferral shall not occur prior to the time when any
transfer restrictions that would have applied to the relevant
Stock Award would have ended; and
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(c) unless the Participant elects otherwise prior to the commencement
of payment, the Company shall, to the extent permitted by law,
withhold from the shares of Common Stock to be transferred to the
Participant the number of shares sufficient to satisfy any tax
withholding required at the time of payment.
Any reduction in the amount payable required in order to receive an
accelerated distribution pursuant to Section 3 of Subpart C in Part III of
the Plan shall be rounded up to the nearest whole share.
H. FORMS AND PROCEDURE
Deferral elections made pursuant to this Part V must be made in writing on forms
approved by the Compensation Committee, and shall be subject to such other
procedural rules as the Compensation Committee may establish.
I. EFFECT ON STOCK OPTIONS AND RESTRICTED STOCK AWARDS
Deferral elections made pursuant to this Part V shall constitute amendments to
the Stock Options and Stock Awards to which the deferral elections apply. Any
shares of Common Stock paid pursuant to this Part V on account of a
Participant's deferral election shall be deemed issued under the Stock Plan
under which the corresponding Stock Option or Stock Award was granted.
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