Exhibit 10(c)
DARDEN RESTAURANTS, INC.
2002 STOCK INCENTIVE PLAN
RESTRICTED STOCK UNITS AWARD AGREEMENT
(United States)
This Restricted Stock Units 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 Restricted Stock Units, each
Restricted Stock Unit representing the right to receive one share 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 Units.
The Company hereby grants to you, effective as of the Grant Date, an Award
of Restricted Stock Units for that number of Units set forth in the attached
Award Certificate (the "Restricted Stock Units"), 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 Restricted Stock Units.
(a) The Restricted Stock Units granted pursuant to the attached Award
Certificate and this Agreement do not and shall not give you any of the rights
and privileges of a shareholder of Common Stock. Your rights with respect to the
Restricted Stock Units 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 Restricted Stock Units lapse, in accordance with Section 3, 4 or 5
hereof.
(b) As long as you hold Restricted Stock Units granted pursuant to the
attached Award Certificate and this Agreement, the Company shall make a cash
payment to you, on each date that the Company pays a cash dividend to holders of
Common Stock generally, in the amount equal to the dollar amount of the cash
dividend paid per share of Common Stock on such date multiplied by the number of
Restricted Stock Units subject to this Award, less any tax withholding amount
applicable to such payment.
3. Vesting.
(a) Subject to the terms and conditions of this Agreement, the Restricted
Stock Units shall vest, and the restrictions with respect to the Restricted
Stock Units 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 Units Award Agreement states that the Vesting Date is subject to
acceleration based on Company performance, then the following provisions will
apply:
(i) The Restricted Stock Units shall vest, and the restrictions with
respect to the Restricted Stock Units 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
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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 Restricted Stock Units and the restrictions with
respect to all of the Restricted Stock Units 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.
(a) If you cease to be employed by the Company or an Affiliate of the
Company prior to the vesting of the Restricted Stock Units pursuant to Section 3
or 4 hereof, your rights to all of the unvested Restricted Stock Units shall be
immediately and irrevocably forfeited, including the right to receive cash
payments pursuant to Section 2(b) hereof, 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 Restricted Stock Units
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 Restricted Stock Units 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
Restricted Stock Units pursuant to Section 3 or 4 hereof, you will continue
to vest in the Restricted Stock Units as set forth in the Award
Certificate; or
(iii) if you die prior to the vesting of the Restricted Stock Units
pursuant to Section 3, 4 or 5 hereof, the Restricted Stock Units 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
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your death. No transfer by will or the applicable laws of descent and
distribution of any Restricted Stock Units 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.
(b) If the Award Certificate attached to this Restricted Stock Units
Award Agreement states that this Restricted Stock Units Award has been
awarded subject to the Darden Restaurants, Inc. Management and Professional
Incentive Plan (the "MIP"), then this Restricted Stock Units Award 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 Units Award relates are satisfied.
6. Restriction on Transfer.
Until the Restricted Stock Units vest pursuant to Section 3, 4 or 5 hereof,
none of the Restricted Stock Units may be sold, assigned, transferred, pledged,
attached or otherwise encumbered, and no attempt to transfer the Restricted
Stock Units, 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
Restricted Stock Units.
7. Conversion of Restricted Stock Units; Issuance of Common Stock.
No shares of Common Stock shall be issued to you prior to the date on which
the applicable Restricted Stock Units vest, in accordance with the terms and
conditions of the attached Award Certificate and this Award Agreement. After any
Restricted Stock Units vest pursuant to Section 3, 4 or 5 hereof, the Company
shall promptly cause to be issued in your name one share of Common Stock for
each Restricted Stock Unit. Following payment of the applicable withholding
taxes pursuant to Section 9 hereof, the Company shall promptly cause the shares
of Common Stock (less any shares withheld to pay taxes) 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. The Company will not deliver any
fractional share of Common Stock but will pay, in lieu thereof, the Fair Market
Value of such fractional share of Common Stock.
8. Adjustments.
In the event that the Committee administering the Plan shall determine that
any dividend or other distribution (whether in the form of cash, shares of
Common Stock, other securities or other property), recapitalization, stock
split, reverse stock split, reorganization, merger, consolidation, split-up,
spin-off, combination, repurchase or exchange of shares or other securities of
the Company, issuance of warrants or other rights to purchase shares or other
securities of the Company or other similar corporate transaction or event
affects the Common Stock such that an adjustment of the Restricted Stock Units
is determined by the Committee administering the Plan to be appropriate in order
to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the attached Award Certificate and this
Agreement, then the Committee shall, in such manner as it may deem equitable, in
its
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sole discretion, adjust any or all of the number and type of shares subject to
the Restricted Stock Units.
9. Taxes.
(a) You acknowledge that you will consult with your personal tax advisor
regarding the income tax consequences of the grant of the Restricted Stock
Units, the receipt of cash payments pursuant to Section 2(b) hereof, the vesting
of the Restricted Stock Units and the receipt of shares of Common Stock, and any
other matters related to this Agreement. In order to comply with all applicable
federal, state, local or foreign income tax laws or regulations, the Company may
take such action as it deems appropriate to ensure that all applicable federal,
state, local or foreign 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 vesting of the
Restricted Stock Units and the corresponding receipt of shares of Common Stock
by (i) 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 of Common Stock 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 of Common Stock
but will pay, in lieu thereof, the Fair Market Value of such fractional share of
Common Stock. 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) Reservation of Shares. The Company shall at all times prior to the
vesting of the Restricted Stock Units reserve and keep available such number of
shares of Common Stock as will be sufficient to satisfy the requirements of this
Agreement.
(d) Securities Matters. The Company shall not be required to deliver any
shares of Common Stock until the requirements of any federal or state securities
or other laws, rules or
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regulations (including the rules of any securities exchange) as may be
determined by the Company to be applicable are satisfied.
(e) 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.
(f) 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.
(g) 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
(h) Award Certificate. This Restricted Stock Units 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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