Exhibit 10(a)
October 7, 2004
Mr. Joe R. Lee
Darden Restaurants, Inc.
5900 Lake Ellenor Drive
Orlando, FL 32809
Dear Joe,
This letter will set forth the terms of the consulting arrangement between you
and Darden Restaurants, Inc. ("Darden"). Upon your retirement from the position
of Chief Executive Office effective November 29, 2004, you have indicated that,
subject to your re-election by Darden's shareholders and the Board of Directors,
you will remain as Chairman of Darden's Board of Directors until November 29,
2005. The Board and Darden value your deep knowledge of the restaurant industry
and particularly of Darden, its business, personnel, suppliers and other
constituents. Because of our mutual interest in a smooth transition to new
management, Darden has requested that you serve as a consultant after your
tenure as a Director and Chairman of the Board has ended. You have agreed to do
so on the terms set forth in this letter, specifically:
1. From November 29, 2005 until November 28, 2007, you will be a consultant to
Darden. As such, you will remain available to Darden with reasonable
notice, to perform duties at the reasonable request of Darden's Chairman &
Chief Executive Officer. These duties may include consultation on matters
on which you worked during your employment with Darden, or other matters
affecting Darden and the restaurant industry, and may also include
representation of Darden in restaurant industry associations and at related
events.
2. You also grant Darden the right to make reasonable non-exclusive use of
your name and likeness for any reasonable business purpose.
3. You agree:
(a) to keep confidential and not to disclose any confidential or
proprietary information of Darden or its subsidiaries or divisions, including
Red Lobster, Olive Garden, Bahama Breeze, Smokey Bones or the New Business
Division, at all times during and after the period of your consulting
engagement;
(b) during the period of this Agreement, to not directly or indirectly (i)
become an employee, contractor, consultant, director, owner or investor in any
casual dining restaurant company anywhere in the United States or (ii) employ,
solicit, or offer to employ any director, officer or employee of Darden or any
of its subsidiaries, or encourage any director, officer or employee to leave his
or her employment.
The provisions of this Paragraph 3 will survive termination or expiration
of this agreement.
4. As consideration for these services and for the obligations described in
this agreement, Darden will pay you a consulting fee of $300,000 per year,
in twelve equal monthly installments. Darden will also reimburse you for
all reasonable travel and related expenses you may incur while performing
services under this agreement, and will provide reasonable office space and
secretarial support. As a consultant you will not be eligible for employee
benefits beyond those available to you as a retiree.
5. You acknowledge that you are performing these services as an independent
contractor, and not as a Darden employee, and that you are responsible for
any taxes that are payable as a result of this arrangement.
6. If you are unable to perform your duties under this Agreement for any
reason, as reasonably determined by majority vote of the independent
members of Darden's Board of Directors, Darden may terminate this Agreement
without further obligation, upon not less than 30 days' written notice to
you at the address last shown on the records of Darden. You may also
terminate this Agreement at any time, without reason, upon not less than 30
days' written notice to Darden. Any termination of this
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Agreement shall be effective upon the date specified in the notice, or, if
no date is specified, termination shall be effective 30 days from the date
the notice is received.
7. This Agreement will be governed by the laws of the State of Florida,
without regard to conflicts of laws provisions.
Joe, if this letter reflects our agreement, please sign and date it where
indicated.
Sincerely yours,
DARDEN RESTAURANTS, INC.
BY:/s/ Odie Donald
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Odie Donald, Lead Director Date
BY:/s/ Mike Rose
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Mike Rose, Director Date
Read and agreed.
/s/ Joe R. Lee
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Joe R. Lee Date
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