Exhibit 10(l)
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DARDEN RESTAURANTS, INC.
RESTAURANT MANAGEMENT AND EMPLOYEE STOCK PLAN OF 2000
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.
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.
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; 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 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:
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(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.
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
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(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.
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.
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.
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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.
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.
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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 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
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(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).
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
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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.
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
As amended and restated July 26, 2002
As further amended March 19, 2003, effective as of July 26, 2002
As amended June 19, 2003
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