Exhibit 10(b)
February 3, 2004
Mr. Richard E. Rivera
10940 Emerald Chase
Orlando, FL 32836
Dear Dick:
You have been employed by Darden Restaurants, Inc. ("Darden") and have served as
a member of its Board of Directors. Because you and Darden wish to have an
amicable separation, Darden has offered you certain benefits and consideration
on the terms outlined in this letter, which exceed the benefits to which you
would otherwise be entitled. Specifically, we have agreed:
1. You have resigned your positions with Darden and its subsidiaries,
including on the Darden Board of Directors. You will receive your regular
base salary through January 18, 2004.
2. From January 19, 2004 until July 17, 2005 (the "Separation Date"), you will
be placed on a leave of absence during which you will receive gross
compensation of $12,865.38 per week for a total payment of $1,003,499.60.
3. Subject to paragraph 5 below, Darden will maintain for your benefit through
the Separation Date, medical and dental coverage under Darden's group plan
at the level of coverage presently applicable to you, on the terms that
would have applied to you had you remained actively employed. After the
Separation Date, you may elect to continue coverage under the Consolidated
Omnibus Budget Reconciliation Act of 1985 ("COBRA'). In addition, you are
eligible to enroll yourself and your spouse in the retiree medical plan.
4. Subject to Paragraph 5, below, Darden will maintain group life insurance
coverage for your benefit through the Separation Date, on the terms that
would have applied to you had you remained actively employed.
5. The benefits described in paragraphs 3 and 4 above will cease prior to the
Separation Date if you are employed by another employer that offers
coverage.
6. You will not be eligible for an MIP award for the 2004 fiscal year or
beyond.
7. You are entitled to outplacement services through Spherion, Inc., for six
months or until you obtain new employment, whichever occurs first.
8. You may keep your company automobile until February 2, 2004. Prior to that
date, you may purchase the automobile at AMR market value, less 10%.
9. On or prior to the Separation Date, you may make in-service withdrawals of
funds from the FlexComp Plan in accordance with the Plan's terms.
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10. Restricted stock and stock options awarded prior to the date of this
Agreement will continue to vest until the Separation Date, but are
otherwise subject to the terms of the plan(s) under which the stock or
options were awarded. In addition, you may exercise vested options for 3
months past (i) the Separation Date or (ii) the expiration date of the
option, whichever first occurs.
11. Your eligibility for the physical examination and financial counseling
benefits will terminate on December 30, 2004, and for the competitive
dining benefit on January 6, 2004.
12. You agree:
(a) Not to make any statements to the news media or derogatory statements
to anyone concerning Darden, its subsidiaries, or the management of
those companies;
(b) Not to disclose the terms of this Agreement or any other confidential
information of Darden or its subsidiaries, including Red Lobster,
Olive Garden, Bahama Breeze, Smokey Bones, Seasons 52, or the New
Business Division to any third parties, and to hold the confidential
information in confidence and not to use, transfer, or disclose the
information, directly or indirectly to anyone;
(c) Not to apply for employment with Darden or any of its subsidiaries;
and
(d) Until the Separation Date, to be available at reasonable times, for
consultation on any Darden matters that you have been involved with or
may have worked on during your employment.
13. You agree that, until the Separation Date, you will not (i) accept any
employment, serve as a contractor or consultant or become an owner or
investor in the following casual dining restaurant companies: Brinker
International, Inc., Applebee's International, Ale House, or Outback
Steakhouse, Inc., or for any casual dining competitor that operates or is
contemplating the operation of any restaurant that primarily serves
Caribbean, Italian, seafood, barbeque, or any restaurant similar to Seasons
52 or any other concepts currently under development by the New Business
Division of Darden, or any casual dining restaurant company that then
competes directly with a restaurant concept operated by Darden (ii) through
your own action or those of any third party, employ or offer to employ any
officer or employee of Darden or any of its subsidiaries, or directly or
indirectly encourage any officer or employee of Darden or any of its
affiliated companies to leave his or her employment. Violation of this
provision will entitle Darden to injunctive relief, in addition to all
other applicable remedies.
14. You are aware of your legal rights concerning your employment with Darden.
You agree that for yourself, your heirs, legal representatives and assigns,
you hereby waive and completely and finally release Darden and its
subsidiaries and their successors, and the employees, agents, officers and
directors of each of them from, and agree not to sue or pursue any claim
against any of them for, all known and unknown claims or causes of action
of whatever nature which you may have as of the date of this Agreement or
which arise from events occurring on or before that date. These claims or
causes of action include, but are not limited to, all claims under Title
VII of the Civil Rights Act of 1964, the Americans with Disabilities Act,
the Age Discrimination in Employment Act, the Older Workers Benefit
Protection Act and any other local state or federal law, ordinance or
regulation dealing with employment discrimination, and any claims or causes
of action for wrongful discharge or breach of contract.
15. In addition to all other applicable legal and equitable remedies available
to Darden upon your breach of any provision of this Agreement, if you
violate the provisions of Sections 13 or 14 of this Agreement, you will
forfeit all benefits (whether paid or to be paid) under this agreement, and
Darden will be entitled to immediate injunctive relief. You authorize
Darden to seek such relief in the state or federal
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court in Orange County, Florida, and you hereby waive all objections to
venue and personal jurisdiction.
16. You acknowledge that you were provided twenty-one (21) full days during
which to consider whether to sign this Agreement. If you have signed this
Agreement prior to the expiration of the 21 day period, you have
voluntarily elected to forego the remainder of that period.
17. You acknowledge:
(a) that you have been given an opportunity to consult with anyone you
choose, including an attorney, about this Agreement and the release it
contains;
(b) that you understand fully the terms and effect of the Agreement and
release;
(c) that these terms are final and binding on you; and
(d) that you have signed this Agreement and release voluntarily, and not
in reliance on any representations or statements made to you by any
employee or officer of Darden or any of its subsidiaries.
18. (a) This letter contains all the terms agreed upon between you and Darden
regarding your employment and its termination, and supersedes all prior
oral or written agreements, arrangements, and communications. This
Agreement can only be amended in writing signed by you and Darden.
(b) This Agreement will be governed by the laws of the State of Florida.
(c) All payments to you under the Agreement are subject to applicable tax
and other deductions required by law.
(d) If any portion of this Agreement is found to be void, the remainder
will continue in full force and effect.
Dick, if this letter correctly sets forth our agreement, please sign and date
the enclosed copy where indicated and return it to me. You have 7 days from the
date of your acceptance of this Agreement to revoke it; if you do not revoke it
within the 7-day period, it will become effective. Revocation must be made in
writing and sent to Darden Restaurants, Inc., Attn: Dan Lyons, 5900 Lake Ellenor
Drive, Orlando, FL 32809.
Sincerely yours,
DARDEN RESTAURANTS, INC.
BY: /s/ Daniel Lyons 2/3/04
----------------------------------------------------
Senior Vice President, Human Resources Date
Read and agreed.
/s/ Richard E. Rivera 2/3/04
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Mr. Richard E. Rivera Date
I knowingly and voluntarily elected to forego waiting 21 days to execute this
Release.
-----------------------------------------------------
Mr. Richard E. Rivera Date
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