Exhibit 10(b)
DARDEN RESTAURANTS, INC.
2002 STOCK INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
This Restricted Stock Award Agreement is between Darden Restaurants, Inc.,
a Florida corporation (the "Company"), and you, the person named in the attached
Award Certificate who is an employee of the Company or one of its Affiliates.
This Agreement is effective as of the date of grant set forth in the attached
Award Certificate (the "Grant Date").
The Company wishes to award to you a number of shares of the Company's
Common Stock, no par value (the "Common Stock"), subject to certain restrictions
as provided in this Agreement, in order to carry out the purpose of the
Company's 2002 Stock Incentive Plan (the "Plan").
Accordingly, for good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the Company and you hereby agree as follows:
1. Award of Restricted Stock.
The Company hereby grants to you, effective as of the Grant Date, an Award
of Restricted Stock for that number of shares of Common Stock set forth in the
attached Award Certificate (the "Shares"), on the terms and conditions set forth
in this Agreement and the Award Certificate and in accordance with the terms of
the Plan.
2. Rights with Respect to the Shares.
With respect to the Shares, you shall be entitled to exercise the rights of
a shareholder of Common Stock of the Company, including the right to vote the
Shares and the right to receive cash dividends thereon as provided in Section 8
of this Agreement, unless and until the Shares are forfeited pursuant to Section
5 hereof. Your rights with respect to the Shares shall remain forfeitable at all
times prior to the date or dates on which such rights become vested, and the
restrictions with respect to the Shares lapse, in accordance with Section 3, 4
or 5 hereof.
3. Vesting.
(a) Subject to the terms and conditions of this Agreement, the Shares shall
vest, and the restrictions with respect to the Shares shall lapse, on the date
or dates and in the amount or amounts set forth in the attached Award
Certificate if you remain continuously employed by the Company or an Affiliate
of the Company until the respective vesting dates.
(b) If, but only if, the Award Certificate attached to this Restricted
Stock Award Agreement states that the Expiration Date of the Restricted Period
is subject to acceleration based on Company performance, then the following
provisions will apply:
(i) The Shares shall vest, and the restrictions on the Shares shall
lapse, annually following the end of each of the first five fiscal years
ending after the Grant Date, in an amount equal to twice the Darden Annual
Sales Growth Rate (as defined below) for the applicable fiscal year,
rounded to the nearest whole number, provided that the Darden Annual Return
on Capital (as defined below) for that fiscal year exceeds the Return on
Capital Threshold (as defined below) for that fiscal year.
(ii) For purposes of this Agreement, "Darden Annual Sales Growth Rate"
for the applicable fiscal year means the percentage computed by (x)
subtracting the consolidated sales for the Company for the fiscal year
immediately preceding the applicable fiscal year (as reflected in the
Company's annual audited financial statements for such year) from the
consolidated sales for the Company for the applicable fiscal year (as
reflected in the Company's annual audited financial statement for such
year), (y) dividing the amount computed pursuant to clause (x) by the
consolidated sales for the Company for the fiscal year immediately
preceding the applicable fiscal year (as reflected in the Company's annual
audited financial statements for such year) and (z) multiplying the amount
computed pursuant to clause (y) by 100. Following the end of the second
through fifth fiscal years ending after the Grant Date, the Darden Annual
Sales Growth Rate shall be determined on a cumulative basis for the
combined years covered by the calculation, adjusted to reflect the amount
of the Darden Annual Sales Growth Rate, if any, that has previously
resulted in the accelerated vesting of Shares pursuant to this Section
3(b).
(iii) For purposes of this Agreement, "Darden Annual Return on
Capital" for the applicable fiscal year means the Company's return on
capital for that year as computed by the Company's accounting department,
and the term "Return on Capital Threshold" for the applicable fiscal year
means the median return on capital as computed by the Company's accounting
department for the competitive set of companies selected by the Committee
for the prior year. If the Darden Annual Return on Capital does not exceed
the Return on Capital Threshold for the applicable fiscal year, then no
Shares shall vest pursuant to this Section 3(b) for that year.
(iv) The calculations under this Section 3(b) shall be made on or
before the June 30 immediately following the end of the applicable fiscal
year and any accelerated vesting resulting from such calculations shall be
effective as of that June 30.
(v) The Committee administering the Plan shall have the authority to
make any determinations regarding questions arising from the application of
the provisions of this Section 3(b), which determination shall be final,
conclusive and binding on you and the Company.
4. Change of Control.
Notwithstanding the vesting provisions contained in Section 3 above, but
subject to the other terms and conditions in this Agreement, upon the occurrence
of a Change of Control (as defined below) you shall become immediately and
unconditionally vested in all Shares and the
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restrictions with respect to all of the Shares shall lapse. For purposes of this
Agreement, "Change of Control" shall mean any of the following events:
(a) any person (including a group as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended) becomes, directly or indirectly,
the beneficial owner of 20% or more of the shares of the Company entitled to
vote for the election of directors;
(b) 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
(c) the consummation of a transaction in which the Company ceases to be an
independent publicly-owned corporation or the consummation of a sale or other
disposition of all or substantially all of the assets of the Company.
5. Early Vesting; Forfeiture; Automatic Conversion to Restricted Stock
Units; Deposit Shares.
(a) If you cease to be employed by the Company or an Affiliate of the
Company prior to the vesting of the Shares pursuant to Section 3 or 4 hereof,
your rights to all of the unvested Shares shall be immediately and irrevocably
forfeited, including the right to vote such Shares and the right to receive cash
dividends on such Shares, except that:
(i) if the Company or an Affiliate of the Company terminates your
employment involuntarily and not for cause (as determined by the Committee
administering the Plan) prior to the vesting of the Shares pursuant to
Section 3 or 4 hereof, and your combined age and years of service with the
Company or an Affiliate of the Company equal at least 70, then any Shares
that have not vested on the date of your termination of employment but that
would have vested within two years from the date of termination if your
employment had continued shall become immediately vested on the date of
your termination of employment;
(ii) if you retire on or after age 55 with 10 years of service with
the Company or an Affiliate of the Company prior to the vesting of the
Shares pursuant to Section 3 or 4 hereof, you will continue to vest in the
Shares of Restricted Stock as set forth in the Award Certificate; or
(iii) if you die prior to the vesting of the Shares pursuant to
Section 3, 4 or 5 hereof, the Shares will vest on a pro rata basis on the
date of your death, based on the number of full months from the Grant Date
to the date of your death. No transfer by will or the applicable laws of
descent and distribution of any Shares which vest by reason of your death
shall be effective to bind the Company unless the Committee administering
the Plan shall have been furnished with written notice of such transfer and
a copy of the will or such other evidence as the Committee may deem
necessary to establish the validity of the transfer.
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(b) If the Award Certificate attached to this Restricted Stock Award
Agreement states that this Restricted Stock Award has been awarded subject to
the Darden Restaurants, Inc. Management and Professional Incentive Plan (the
"MIP"), then this Restricted Stock Award and the related Shares shall be
cancelled, forfeited and returned to the Company unless all of the requirements
set forth in the MIP for the year to which the grant of this Restricted Stock
Award relates are satisfied.
(c) If the Award Certificate attached to this Restricted Stock Award
Agreement states that the Expiration Date of the Restricted Period is not
subject to acceleration based on Company performance, and if, as determined in
January of each year, you will attain the age of 55 with 10 years of service
with the Company or an Affiliate of the Company during the one-year period
beginning on the last business day of January of that year (the "Automatic
Conversion Date") and ending on the last business day of January of the
following year, then (i) as of the Automatic Conversion Date, your rights to all
of the Shares that are unvested on the Automatic Conversion Date shall be
immediately and irrevocably forfeited, including the right to vote such Shares
and the right to receive cash dividends on such Shares, and (ii) you shall
automatically receive, effective as of the Automatic Conversion Date, an award
of restricted stock units under the Plan for that number of units equal to the
number of Shares so forfeited, dated as of the Grant Date, with the same vesting
schedule as provided in this Agreement and containing such other terms and
conditions as are set forth in or established under the Plan.
(d) If the Award Certificate attached to this Restricted Stock Award
Agreement states that the Expiration Date of the Restricted Period is subject to
acceleration based on Company performance, and if, as determined in January of
each year, you will attain the age of 55 with 10 years of service with the
Company or an Affiliate of the Company during the one-year period beginning on
the last business day of January of that year (the "Deposit Date") and ending on
the last business day of January of the following year, then you may elect to
place on deposit with the Company one personally owned share of Common Stock
(the "Deposit Shares") for every two Shares that are unvested on the Deposit
Date. If you withdraw any or all of the Deposit Shares before the Shares have
vested, two Shares that are unvested will be forfeited for each Deposit Share
withdrawn. The Company will release to you one Deposit Share for every two
Shares that vest following the Deposit Date. In lieu of physical deposit of
Share certificates with the Company, the Company may accept such other form or
evidence of deposit as it deems appropriate.
6. Restriction on Transfer.
Until the Shares vest pursuant to Section 3, 4 or 5 hereof, none of the
Shares may be sold, assigned, transferred, pledged, attached or otherwise
encumbered, and no attempt to transfer the Shares, whether voluntary or
involuntary, by operation of law or otherwise, shall vest the transferee with
any interest or right in or with respect to the Shares.
7. Issuance and Custody of Certificates.
(a) The Company shall cause the Shares to be issued in your name, either by
book-entry registration or issuance of a stock certificate or certificates,
which certificate or certificates shall be held by the Company. The Shares shall
be restricted from transfer and shall be subject
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to an appropriate stop-transfer order. If any certificate is issued, the
certificate shall bear an appropriate legend referring to the restrictions
applicable to the Shares.
(b) If any certificate is issued, you shall be required to execute and
deliver to the Company a stock power or stock powers relating to the Shares as a
condition to the receipt of this Award of Restricted Stock.
(c) After any Shares vest pursuant to Section 3, 4 or 5 hereof, and
following payment of the applicable withholding taxes pursuant to Section 9
hereof, the Company shall promptly cause such vested Shares (less any shares
withheld to pay taxes), free of the restrictions and/or legend described in
Section 7(a) hereof, to be delivered, either by book-entry registration or in
the form of a certificate or certificates, registered in your name or in the
names of your legal representatives, beneficiaries or heirs, as the case may be.
8. Distributions and Adjustments.
(a) If any Shares vest subsequent to any change in the number or character
of the Common Stock of the Company (through any stock dividend or other
distribution, recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation split-up, spin-off, combination,
repurchase or exchange of shares or otherwise), you shall then receive upon such
vesting the number and type of securities or other consideration which you would
have received if such Shares had vested prior to the event changing the number
or character of the outstanding Common Stock.
(b) Any additional shares of Common Stock of the Company, any other
securities of the Company and any other property (except for cash dividends or
other cash distributions) distributed with respect to the Shares prior to the
date or dates the Shares vest shall be subject to the same restrictions, terms
and conditions as the Shares to which they relate and shall be promptly
deposited with the Secretary of the Company or a custodian designated by the
Secretary.
(c) Any cash dividends or other cash distributions payable with respect to
the Shares shall be distributed to you at the same time cash dividends or other
cash distributions are distributed to shareholders of the Company generally.
9. Taxes.
(a) You acknowledge that you will consult with your personal tax advisor
regarding the income tax consequences of the grant of the Shares, payment of
dividends on the Shares, the vesting of the Shares and any other matters related
to this Agreement. In order to comply with all applicable federal, state or
local income tax laws or regulations, the Company may take such action as it
deems appropriate to ensure that all applicable federal, state or local payroll,
withholding, income or other taxes, which are your sole and absolute
responsibility, are withheld or collected from you.
(b) In accordance with the terms of the Plan, and such rules as may be
adopted by the Committee administering the Plan, you may elect to satisfy any
applicable tax withholding obligations arising from the receipt of, or the lapse
of restrictions relating to, the Shares by (i)
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delivering cash (including check, draft, money order or wire transfer made
payable to the order of the Company), (ii) having the Company withhold a portion
of the Shares otherwise to be delivered having a Fair Market Value equal to the
amount of such taxes, or (iii) delivering to the Company shares of Common Stock
having a Fair Market Value equal to the amount of such taxes. The Company will
not deliver any fractional Share but will pay, in lieu thereof, the Fair Market
Value of such fractional Share. Your election must be made on or before the date
that the amount of tax to be withheld is determined.
10. General Provisions.
(a) Interpretations. This Agreement is subject in all respects to the terms
of the Plan. A copy of the Plan is available upon your request. Terms used
herein which are defined in the Plan shall have the respective meanings given to
such terms in the Plan, unless otherwise defined herein. In the event that any
provision of this Agreement is inconsistent with the terms of the Plan, the
terms of the Plan shall govern. Any question of administration or interpretation
arising under this Agreement shall be determined by the Committee administering
the Plan, and such determination shall be final, conclusive and binding upon all
parties in interest.
(b) No Right to Employment. Nothing in this Agreement or the Plan shall be
construed as giving you the right to be retained as an employee of the Company
or any Affiliate of the Company. In addition, the Company or an Affiliate of the
Company may at any time dismiss you from employment, free from any liability or
any claim under this Agreement, unless otherwise expressly provided in this
Agreement.
(c) Securities Matters. The Company shall not be required to deliver any
Shares until the requirements of any federal or state securities or other laws,
rules or regulations (including the rules of any securities exchange) as may be
determined by the Company to be applicable are satisfied.
(d) Headings. Headings are given to the sections and subsections of this
Agreement solely as a convenience to facilitate reference. Such headings shall
not be deemed in any way material or relevant to the construction or
interpretation of this Agreement or any provision hereof.
(e) Governing Law. The internal law, and not the law of conflicts, of the
State of Florida will govern all questions concerning the validity, construction
and effect of this Agreement.
(f) Notices. You should send all written notices regarding this Agreement
or the Plan to the Company at the following address:
Darden Restaurants, Inc.
Supervisor, Stock Compensation Plans
5900 Lake Ellenor Drive
Orlando, FL 32809
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(g) Award Certificate. This Restricted Stock Award Agreement is attached to
and made a part of an Award Certificate and shall have no force or effect unless
such Award Certificate is duly executed and delivered by the Company to you.
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