EXHIBIT 10(l)
DARDEN RESTAURANTS, INC.
RESTAURANT MANAGEMENT AND EMPLOYEE STOCK PLAN OF 2000
(AMENDED AND RESTATED AS OF JULY 26, 2002)
1. PURPOSE OF THE PLAN
The purpose of the Darden Restaurants, Inc. Restaurant Management and
Employee Stock Plan of 2000 (the "Plan") is to assist Darden
Restaurants, Inc., its subsidiaries and affiliates (i.e., entities in
which Darden Restaurants, Inc. directly or indirectly owns an equity
interest of 25% or more) (collectively, the "Company") in attracting
and retaining able employees, including but not limited to restaurant
management employees. The Plan is designed to provide incentives and
awards to employees who may be responsible for the management, growth
and sound development of the restaurants of the Company, and to align
the interests of employees with the interests of the Company's
stockholders. The Plan allows the Company to award "Stock Options",
"Restricted Stock" or "Restricted Stock Units" (hereinafter defined)
to its employees in lieu of salary increases or other consideration,
compensation or benefits, as an incentive award, or as a bonus,
including but not limited to a "sign-on" award or bonus to a new
employee at the time of his or her hiring.
2. EFFECTIVE DATE, DURATION AND SUMMARY OF PLAN
A. Effective Date and Duration
This Plan is effective as of January 1, 2000. Awards may be made
under the Plan until January 1, 2004.
B. Summary of Stock Option Provisions for Participants
The stock option ("Stock Option") that may be awarded to an
employee under this Plan gives the employee a right to purchase
Darden Restaurants, Inc. "Common Stock" (hereinafter defined) at
a fixed price at a future date. An employee will receive an
option agreement in his or her name. The option agreement will
contain the term and other conditions of the option grant,
including any consideration the employee will forego or exchange
as a condition of the grant. In general, each option agreement
will state the number of shares of Darden Restaurants, Inc.
Common Stock that the employee can purchase from the Company, the
price at which shares may be purchased, and the last date upon
which a purchase may be made. An award of Stock Options under
this Plan will not result in any taxable income at the time of
receipt of the award and the option agreement.
The price at which the employee may buy Darden Restaurants, Inc.
shares will be equal to the market price of the shares on the New
York Stock Exchange as of the day of the Stock Option award. If
the price of Darden Restaurants, Inc. Common Stock has risen when
the Stock Option becomes exercisable, the employee will be able
to gain by exercising the Stock Option. The gain would equal the
difference between the exercise price of the Stock Option and the
market price of Darden Restaurants, Inc. shares on the date the
employee buys shares under the terms of the option certificate.
This gain would be taxable to the employee at the time of
exercise, unless deferred in accordance with the provisions of
the Stock Option agreement.
The employee will never be obligated to buy shares of the Company
if he or she does not wish to do so. Once the Stock Option
becomes exercisable, the employee can continue to hold it as an
employee for its remaining term before making the decision
whether or not to buy shares of the Company. After the term of
the Stock Option expires, the rights under the Stock Option will
lapse and it cannot be used by the employee.
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In general, the employee cannot sell or assign the Stock Option
to any other person. The specific provisions covering Stock
Option transferability are covered in Section 10 and other
portions of the Plan.
3. ADMINISTRATION OF THE PLAN
The Plan will be administered by the Compensation Committee of the
Company (the "Committee"). The Committee will be comprised solely of
non-employee, independent members of the Board of Directors of the
Company (the "Board") appointed in accordance with the Company's
Articles of Incorporation and By-laws. Subject to the express
provisions of the Plan and applicable law, the Committee will have
authority to: (i) adopt rules and regulations for carrying out the
purpose of the Plan; (ii) select the employees to whom "Awards"
(hereinafter defined) will be made; (iii) determine the number of
shares to be awarded and the other terms and conditions of Awards in
accordance with the provisions of the Plan; (iv) amend the terms and
conditions of any Award or agreement relating to any Award, provided,
however, that, except as otherwise provided in Section 4 hereof, the
Committee shall not reprice, adjust or amend the exercise price of
Stock Options previously awarded to any Participant (hereinafter
defined), whether through amendment, cancellation and replacement
grant, or any other means; (v) determine whether, to what extent and
under what circumstances cash, Common Stock and other amounts 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) interpret, construe and implement the provisions of
the Plan. In addition, if at any time Rule 16b-3 or any successor rule
("Rule 16b-3") under the Securities Exchange Act of 1934, as amended
(the "1934 Act"), so permits, the Committee may delegate its duties
under the Plan, in whole or in part to the Chief Executive Officer and
to other senior officers of the Company if so doing will not adversely
affect the Plan's exemption from Section 16 of the 1934 Act (or any
successor provisions) provided by Rule 16b-3. Notwithstanding the
foregoing, only the Committee may select and make other decisions as
to Awards to employees who are executives of the Company, provided
that officers and directors who are subject to reporting obligations
under Section 16 of the 1934 Act are not eligible to receive Awards
under this Plan. The Committee (or its permitted delegate) may correct
any defect or supply any omission or reconcile any inconsistency in
any agreement relating to any Award under the Plan in the manner and
to the extent it deems necessary. Decisions of the Committee (or its
permitted delegate) shall be final, conclusive and binding upon all
parties, including the Company, stockholders and employees.
4. COMMON STOCK SUBJECT TO THE PLAN
Only the shares of common stock of the Company (without par value)
("Common Stock") held in the Company's treasury may be transferred to
the employee upon exercise of a Stock Option, awarded as Restricted
Stock, or transferred upon expiration of the restricted period for
Restricted Stock Units.
The Committee, in its discretion, may require, as a condition to the
grant of Stock Options, Restricted Stock or Restricted Stock Units
(collectively, "Awards"), the deposit of Common Stock owned by the
employee receiving such grant, and, if the required deposit is not
made or maintained during the required holding period or the
applicable restricted period, the forfeiture of such Awards. Required
deposits of Common Stock may not be sold, pledged, transferred or
assigned during the applicable holding period or restricted period.
The Committee may also determine whether any shares issued upon
exercise of a Stock Option will be restricted in any manner.
Subject to the following provisions of this Section 4, the maximum
aggregate number of treasury shares of Common Stock authorized under
the Plan and for which Awards may be granted is five million four
hundred thousand (5,400,000). Upon the expiration, forfeiture,
termination or cancellation, in whole or in part, of Restricted Stock
Units or unexercised Stock Options, or the forfeiture or other
reacquisition by the Company of shares of Restricted Stock, the shares
of Common Stock held in the Company's treasury and previously
allocated to such Stock Options, Restricted Stock or Restricted Stock
Units will again be available for Awards under the Plan. To the extent
that any shares of Common Stock covered by an Award are not delivered
to a Participant (as hereafter defined) or beneficiary because such
shares are used to satisfy the applicable tax withholding obligation,
such shares shall not be deemed to have been delivered for purposes of
determining the maximum number of shares of Common Stock available for
delivery under
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the Plan. If the exercise price of any Stock Option granted under the
Plan (and/or the applicable tax withholding obligation relating to
such exercise) is satisfied by tendering shares of Common Stock to the
Company, only the number of shares of Common Stock issued net of the
shares of Common Stock tendered shall be deemed delivered for purposes
of determining the maximum number of shares of Common Stock available
for delivery under the Plan. In addition, any shares of Common Stock
that are 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
Stock Options under the Plan will again be available for Awards under
the Plan.
The number of shares subject to the Plan, the outstanding Awards and
the exercise price per share of outstanding Stock Options may be
appropriately adjusted by the Committee in the event that:
(i) the number of outstanding shares of Common Stock will be changed
by reason of split-ups, spin-offs, combinations or
reclassifications of shares;
(ii) any stock dividends are distributed to the holders of Common
Stock;
(iii)the Common Stock is converted into or exchanged for other shares
as a result of a merger or consolidation (including a sale of
assets) or other recapitalization, or similar events occur that
affect the value of the Common Stock; or
(iv) the Committee determines such adjustments are appropriate to
prevent a material dilution or material enlargement of the
benefits or potential benefits intended to be made available
under the Plan.
5. ELIGIBLE PERSONS
Only persons who are employees of the Company shall be eligible to
receive Awards under the Plan ("Participants"). No Award will be made
to any member of the Committee, any other non-employee director of the
Company, or any officer or director subject to the reporting
obligations of Section 16 of the 1934 Act.
6. PURCHASE PRICE OF STOCK OPTION SHARES
The purchase price for each share of Common Stock that may be
purchased under a Stock Option will not be less than 100% of the "Fair
Market Value" (hereinafter defined) of the shares of Common Stock on
the date of grant. "Fair Market Value", as used in the Plan, equals
the mean of the high and low prices of the Common Stock on the New
York Stock Exchange on the applicable date.
7. STOCK OPTION TERM AND TYPE
The term of any Stock Option may not exceed ten (10) years from the
date of grant and will expire as of the close of business on the last
day of the designated term, unless terminated earlier under the
provisions of the Plan. All Stock Option grants under the Plan are
non-qualified stock options governed by Section 83 of the Internal
Revenue Code of 1986, as amended (the "Code").
8. EXERCISE OF STOCK OPTIONS
A. Except as provided in Sections 12 and 13 ("Change of Control" and
"Termination of Employment"), each Stock Option may be exercised
no sooner from the date of grant than in increments of one-fourth
after one year, one-fourth after two years, one-fourth after
three years and one-fourth after four years, subject to the
Participant's continued employment with the Company and other
terms and conditions prescribed by the Committee. Notwithstanding
the foregoing, the Committee (or its delegate) may specify a
longer period before a Stock Option may be exercised.
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B. A Participant exercising a Stock Option must notify the Company
prior to 5:00 P.M. EST/EDT on the day of exercise, which must be
a business day at the offices of the Company's Restaurant Support
Center. The notification of such exercise must include the number
of shares to be purchased. At the time of purchase, the
Participant must tender the full purchase price of the shares
purchased. Until such payment has been made and a certificate (or
certificates) for the shares purchased has been issued in the
Participant's name, the Participant will possess no stockholder
rights with respect to such shares. Payment of the purchase price
will be made to the Company as follows, subject to any applicable
rules or regulations adopted by the Committee:
(i) in cash (including check, draft, money order or wire
transfer payable to the order of the Company); or
(ii) through the delivery of shares of Common Stock owned by the
Participant; or
(iii)to the extent permitted by law and pursuant to any rules
the Committee may adopt, by directing the Company to
withhold from any shares of Common Stock to be transferred
to the Participant, all or a portion of such shares; or
(iv) by a combination of (i), (ii) or (iii) above.
For purposes of determining the amount of a payment under
subsections (ii) or (iii), above, the Common Stock will have a
value equal to its Fair Market Value on the date of exercise.
C. The Committee may permit a Participant to elect to defer receipt
of all or a portion of the shares of Common Stock issuable upon
exercise of a Stock Option, all on such terms and conditions as
the Committee shall determine (including through the terms of the
FlexComp Plan).
9. RESTRICTED STOCK AND RESTRICTED STOCK UNITS
With respect to Awards of Restricted Stock and Restricted Stock Units,
the Committee will:
(i) select Participants to whom Awards will be made, provided that
Restricted Stock Units may only be awarded to Company employees
who are employed outside the United States;
(ii) determine the number of shares of Restricted Stock or the number
of Restricted Stock Units to be awarded;
(iii)determine the length of the restricted period, which may not be
less than one year, provided, however, that effective for
Restricted Stock granted on or after June 1, 2000, the restricted
period may be accelerated to less than one year based on
performance goals established by the Committee;
(iv) determine the consideration, if any, to be exchanged by the
Participant as a condition to a grant of Restricted Stock or
Restricted Stock Units; and
(v) determine any restrictions in addition to those set forth in this
Section 9.
Any shares of Restricted Stock granted under the Plan may be evidenced
in such manner as the Committee deems appropriate, including, without
limitation, by book-entry registration or by issuance of stock
certificates. Such shares may be held in escrow.
Subject to the restrictions set forth in this Section 9, each
Participant who receives Restricted Stock will have all rights as a
stockholder with respect to such shares, including the right to vote
the shares and receive dividends and other distributions.
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Each Participant who receives Restricted Stock Units will be eligible
to receive, at the expiration of the applicable restricted period, one
share of Common Stock for each Restricted Stock Unit awarded. The
Company will transfer the amount of Common Stock from treasury shares
and register a certificate in the name of each such Participant.
Participants who receive Restricted Stock Units will have no rights as
stockholders with respect to such Restricted Stock Units until such
time as share certificates for Common Stock are transferred to the
Participants. However, quarterly during the applicable restricted
period for all Restricted Stock Units awarded under this Plan, the
Company will pay to each such Participant an amount equal to the sum
of all dividends and other distributions paid by the Company during
the prior quarter on an equivalent number of shares of Common Stock.
Subject to the provisions of Section 12, for awards of Restricted
Stock or Restricted Stock Units that have a deposit requirement, a
Participant will be eligible to vest only in those shares of
Restricted Stock or Restricted Stock Units for which personally-owned
shares are on deposit with the Company as of the date the
Participant's employment with the Company terminates.
The Committee may permit a Participant to elect to transfer shares of
Restricted Stock to the Company in exchange for a deferred
compensation right or Restricted Stock Units or elect to defer receipt
of all or a portion of the shares of Common Stock subject to
Restricted Stock Units, all on such terms and conditions as the
Committee shall determine (including through the terms of the FlexComp
Plan).
The total number of shares of Common Stock issued through the vesting
of Awards of Restricted Stock or Restricted Stock Units granted under
the Plan will not exceed five percent (5%) of the total number of
shares authorized for this Plan. No single Participant will receive
Awards of Restricted Stock or Restricted Stock Units under the Plan
if, upon vesting, would exceed two percent (2%) of the total number of
shares authorized for the Plan.
10. NON-TRANSFERABILITY
Except as otherwise provided in Section 9, no shares of Restricted
Stock and no Restricted Stock Units may be sold, exchanged,
transferred, pledged, or assigned during the restricted period. A
Participant may not sell, exchange, transfer, pledge or assign any
Stock Options awarded under this Plan except (i) by the Participant's
last will and testament through the executor or legal representative
of the deceased Participant's estate or (ii) by the applicable laws of
descent and distribution, or (iii) by gift to a "family member", as
defined by the Committee, from a Participant who is subject to the
reporting requirements of Section 16 of the 1934 Act and is eligible
for retirement (age 55 with 10 years of service) at the time of the
gift. Stock Options granted under this Plan may be exercised during
the Participant's lifetime only by the Participant or his or her
guardian or legal representative. After death, such Stock Options may
be exercised in accordance with Section 13B. Other than as set forth
in this Plan, no Award under the Plan will be subject to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance or charge,
and any attempt to the contrary will be void.
11. WITHHOLDING TAXES
As conditions precedent to the obligations of the Company to deliver
shares of Common Stock upon the exercise of a Stock Option, and to
transfer shares of unrestricted Common Stock from the treasury upon
the vesting of Restricted Stock or Restricted Stock Units, the
Participant must pay to the Company cash in an amount equal to all
required federal, state, local and foreign withholding taxes.
Notwithstanding the foregoing, to the extent permitted by law and
pursuant to any rules the Committee may adopt, a Participant may
authorize and direct the Company to satisfy any such tax withholding
requirement by withholding the number of shares sufficient to satisfy
the withholding obligation from the Common Stock to be transferred to
the Participant.
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12. CHANGE OF CONTROL
Each outstanding Stock Option will become immediately and fully
exercisable for a period of six (6) months following the date of any
of the following occurrences (each called 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 twenty percent (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.
After such six-month period, the normal option exercise provisions of
the Plan will govern. If a Participant is terminated as an employee of
the Company within two (2) years after any of the events specified in
(i), (ii) or (iii), his or her outstanding Stock Options on the date
of termination will become immediately exercisable for a period of
three (3) months.
For Stock Option grants that require the deposit of employee-owned
Common Stock as a condition to obtaining rights and that are
outstanding as of the date of any such Change of Control, (a) the
deposit requirement will terminate on the date of the Change of
Control and deposited stock will be promptly returned to the
Participant, and (b) any restrictions on the sale of shares issued
upon the exercise of any such Stock Option will lapse.
In the event of a Change of Control, a Participant will vest in all
shares of Restricted Stock and Restricted Stock Units effective on the
date of the Change of Control, and any matching deposits of Common
Stock will be promptly returned to the Participant.
13. TERMINATION OF EMPLOYMENT
A. Termination of Employment
If the Participant's employment with the Company terminates for
any reason other than as specified in this Section 13, the
Participant's Stock Options will terminate three (3) months after
such termination and all shares of Restricted Stock and all
Restricted Stock Units that are subject to restriction on the
termination date will be forfeited by the Participant to the
Company. In the event a Participant's employment with the Company
is terminated for the convenience of the Company, as determined
by the Committee, the Committee (or its delegate), in its (or its
delegate's) sole discretion, may vest the Participant in all or
any portion of outstanding Stock Options (which shall become
exercisable) and/or shares of Restricted Stock or Restricted
Stock Units awarded to such Participant, effective as of the date
of such termination or according to any other schedule that the
Committee (or its delegate) deems appropriate.
In addition, and notwithstanding the foregoing provisions of this
Section 13A, effective for Stock Options granted on or after
March 21, 2001, if a Participant's employment with the Company is
terminated for the convenience of the Company and for reasons
other than cause (as determined by the Committee), and the
Participant's combined age and years of service with the Company
equal at least 70 at the time of such termination, then the
Participant's Stock Options that would have vested within two
years from the date of termination shall vest and become
immediately
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exercisable, and shall expire on the earlier of (i) the
expiration date of such Stock Options, or (ii) two years
following the termination of employment.
B. Death
If a Participant dies while employed by the Company, any Stock
Option previously granted under this Plan may be exercised by the
following persons to the full extent that such Stock Option could
have been exercised by the Participant immediately prior to
death: (i) by the person (which may include any individual,
corporation, partnership, association or trust) designated in the
Participant's last will and testament or, (ii) in the absence of
such designation, by the executor or administrator of the
Participant's estate, or (iii) by the person to whom the Stock
Option has been transferred to by such executor or administrator
pursuant to Section 10, or (iv) by the donee of a Stock Option
made pursuant to Section 10 (iii). Outstanding Stock Option
grants that are not otherwise exercisable as of the date of death
will vest and become exercisable in a pro-rata amount, based on
the ratio that the number of full months of employment completed
during the Stock Option's vesting period, from the date of grant
to the date of death, bears to the number of full months in the
Stock Option's vesting period.
If a Participant dies while employed by the Company, his or her
Stock Option grants conditioned on a deposit of employee-owned
Common Stock may be exercised as provided in the first paragraph
of this Section 13B, subject to the following special conditions:
(i) any restrictions on the sale of shares issued upon the
exercise of any such Stock Option will cease; and
(ii) any employee-owned Common Stock deposited by the Participant
as a condition to the Stock Option grant will be promptly
returned to the person (which may include any individual,
corporation, partnership, association or trust) designated
in the Participant's last will and testament or, in the
absence of such designation, to the Participant's estate,
and all requirements regarding deposit by the Participant
will terminate.
A Participant who dies during any applicable restricted period will
vest in a proportionate number of shares of Restricted Stock or
Restricted Stock Units, effective as of the date of death. The
proportionate vesting will be based on the ratio that the number of
full months of employment completed during the restricted period prior
to the date of death bears to the number of full months in the
applicable restricted period.
C. Retirement
The Committee will determine, at the time of grant, the treatment
of a Stock Option upon the retirement of the Participant. Unless
other terms are specified in the original Stock Option grant, and
except for Stock Options granted on or after March 21, 2001, a
Participant who retires from the Company at or after age 55, with
10 years of service with the Company, may exercise the Stock
Option according to its original terms and conditions. For Stock
Option grants conditioned on the deposit of employee-owned Common
Stock, any restrictions on the sale of shares issued upon the
exercise of any such Stock Option will lapse on the date of
retirement of a Participant at or after age 55 with 10 years of
service with the Company. Effective for Stock Options granted on
or after March 21, 2001, if a Participant retires on or after
reaching age 55 with 10 years of service with the Company, then
upon such retirement, such Stock Options shall fully vest and
become immediately exercisable and retain the same Expiration
Date as determined at the time of grant.
A Participant shall be fully vested in all shares of Restricted
Stock or Restricted Stock Units upon attainment of age 65 (unless
any such award specifically provides otherwise).
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Unless the applicable Award provides otherwise, a Participant who
retires at or after age 55 with 10 years of service with the
Company, but prior to age 65, during any applicable restricted
period may elect either of the following alternatives for
Restricted Stock or Restricted Stock Units:
(a) leave employee-owned shares on deposit with the Company and
vest in all shares of Restricted Stock or Restricted Stock
Units, effective as of the earlier of the date the
Participant attains age 65 or the expiration of the
applicable restricted period; or
(b) withdraw employee-owned shares and vest in a proportionate
number of shares of Restricted Stock or Restricted Stock
Units as of the date the shares on deposit are withdrawn.
The proportionate vesting will be based on the ratio that
the number of full months of employment completed during the
restricted period prior to the date of retirement bears to
the number of full months in the applicable restricted
period.
D. Spin-offs
If termination of employment is due to the cessation, transfer,
or spin-off of a complete line of business of the Company, the
Committee, in its sole discretion, may determine the treatment of
all outstanding Awards under the Plan.
E. Non-Competition
Effective for Stock Options granted on or after June 21, 1999,
recipients of such Stock Options shall not, for a period of two
years following termination of their employment with the Company
for any reason whatsoever (including retirement), directly or
indirectly, (i) own, manage or operate, be employed by, or render
consulting, advisory or other services to, any enterprise,
corporation or business that owns or operates casual dining
restaurants, anywhere in the United States or Canada (a
"Competitor"), or (ii) solicit or induce any person who is an
employee of the Company to own, manage or operate, be employed
by, or render consulting, advisory or other services to, a
Competitor. Notwithstanding anything to the contrary contained in
paragraphs A through D of this Section 13, upon violation by a
Participant of the non-compete provisions of this paragraph E,
all of such Participant's outstanding Stock Options will expire
on the earlier of (i) the expiration date of the Stock Options,
or (ii) three months following the date of employment with a
Competitor or other prohibited competitive action.
14. AMENDMENTS OF THE PLAN
The Plan may be terminated, modified, or amended by the Board of
Directors of the Company or, subject to the limitations of its
delegated authority, by the Committee. In addition, the Committee may
from time to time prescribe, amend and rescind rules and regulations
relating to the Plan. Subject to approval of the Board of Directors,
the Committee may at any time terminate or suspend the operation of
the Plan, provided that the Committee may take no action without the
approval of the Board of Directors of the Company that would:
(i) materially increase the number of shares that may be issued under
the Plan;
(ii) materially increase the benefits accruing to Participants under
the Plan; or
(iii) materially modify the requirements as to eligibility for
participating in the Plan.
The Board of Directors will have authority to cause the Company to
take any action related to the Plan that may be required to comply
with the provisions of the Securities Act of 1933, as amended, the
1934 Act, and the rules and regulations prescribed by the Securities
and Exchange Commission. Any such action will be at the expense of the
Company.
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Except as provided for in the preceding, no termination, modification,
suspension, or amendment of the Plan shall alter or impair the rights
of any Participant pursuant to a prior Award without the consent of
the Participant. There is no obligation for uniformity of treatment of
Participants under the Plan.
15. FOREIGN JURISDICTIONS; GOVERNING LAW
If not inconsistent with the intent of the Plan, the Committee may
adopt, amend, and terminate such arrangements as it may deem necessary
or desirable to provide tax advantages or other benefits under the
laws of any foreign jurisdiction to Participants subject to such laws.
Notwithstanding the foregoing, the provisions of this Plan are to be
construed under, and governed by, the laws of the State of Florida.
16. NOTICE
All notices to the Company regarding the Plan must be in writing and
will be effective when actually received by the Company. Notices must
be sent to:
Darden Restaurants, Inc.
5900 Lake Ellenor Dr.
Orlando, FL 32809
Attn: General Counsel
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