Exhibit 10(e)
DARDEN RESTAURANTS, INC.
2002 STOCK INCENTIVE PLAN
DARDEN STOCK UNITS AWARD AGREEMENT
(United States)
This Darden 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 Darden Stock Units, subject
to the terms and conditions 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 Darden Stock Units.
The Company hereby grants to you, effective as of the Grant Date, an Award
of Darden Stock Units for that number of Units set forth in the attached Award
Certificate (the "Darden Stock Units"), each Darden Stock Unit representing the
right to receive, on the vesting date or dates set forth in the attached Award
Certificate, a cash payment in an amount equal to the Volume Weighted Average
Price (as defined in Section 7 hereof) of one share of the Company's Common
Stock, no par value (the "Common Stock"), 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 Darden Stock Units.
The Darden Stock Units granted pursuant to the attached Award Certificate
and this Agreement are not shares of Common Stock and 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 Darden 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 Darden Stock Units lapse, in accordance with
Section 3, 4 or 5 hereof.
3. Vesting.
Subject to the terms and conditions of this Agreement, the Darden Stock
Units shall vest, and the restrictions with respect to the Darden 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.
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 Darden Stock Units and the restrictions with
respect to all of the Darden 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.
If you cease to be employed by the Company or an Affiliate of the Company
prior to the vesting of the Darden Stock Units pursuant to Section 3 or 4
hereof, your rights to all of the unvested Darden Stock Units shall be
immediately and irrevocably forfeited, except that:
(a) 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 Darden 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 Darden 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;
(b) 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 Darden Stock
Units pursuant to Section 3 or 4 hereof, you will continue to vest in the Darden
Stock Units as set forth in the Award Certificate; or
(c) if you die prior to the vesting of the Darden Stock Units pursuant to
Section 3, 4 or 5 hereof, the Darden 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 your death. No transfer by will or the applicable laws of
descent and distribution of any Darden 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.
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6. Restriction on Transfer.
Until the Darden Stock Units vest pursuant to Section 3, 4 or 5 hereof,
none of the Darden Stock Units may be sold, assigned, transferred, pledged,
attached or otherwise encumbered, and no attempt to transfer the Darden 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 Darden
Stock Units.
7. Payment of Darden Stock Units.
No cash shall be paid to you prior to the date on which the applicable
Darden Stock Units vest in accordance with the terms and conditions of the
attached Award Certificate and this Award Agreement. After a Darden Stock Unit
vests pursuant to Section 3, 4 or 5 hereof, the Company shall promptly make a
cash payment to you in an amount equal to the Volume Weighted Average Price (as
defined below) of one share of Common Stock for each vested Darden Stock Unit,
subject to the payment of the applicable withholding taxes pursuant to Section 9
hereof. No shares of Common Stock shall be issued hereunder. For purposes of
this Award Agreement, "Volume Weighted Average Price" shall mean the U.S. dollar
amount per share of Common Stock calculated as set forth below:
(a) If the vesting date for the Darden Stock Unit is a Trading Day (as
defined below), the Volume Weighted Average Price shall be calculated by (i)
adding the Daily Volume Weighted Average Price (as defined below) of the Common
Stock on the vesting date to the Daily Volume Weighted Average Price of the
Common Stock on the Trading Day immediately preceding the vesting date and (ii)
dividing such sum by two.
(b) If the vesting date for the Darden Stock Unit is not a Trading Day, the
Volume Weighted Average Price shall be calculated by (i) adding the Daily Volume
Weighted Average Price of the Common Stock on the Trading Day immediately
preceding the vesting date to the Daily Volume Weighted Average Price of the
Common Stock on the Trading Day immediately following the vesting date and (ii)
dividing such sum by two.
(c) For purposes of this Award Agreement, "Daily Volume Weighted Average
Price" shall mean, for any Trading Day, the U.S. dollar amount per share of
Common Stock calculated by (i) adding the U.S. dollar amount of each trade
(computed as the transaction price times the number of shares of Common Stock
traded in that transaction) during the period commencing at 9:30 a.m. Eastern
Time and ending at 4:00 p.m. Eastern Time on such Trading Day and (ii) dividing
such sum by the total number of shares of Common Stock traded during the period
commencing at 9:30 a.m. Eastern Time and ending at 4:00 p.m. Eastern Time on
such Trading Day.
(d) For purposes of this Award Agreement, "Trading Day" shall mean a day
during which trading in securities generally occurs on the New York Stock
Exchange or, if the Common Stock is not listed on the New York Stock Exchange,
the principal other market on which the Common Stock is then traded.
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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 Darden 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 sole
discretion, adjust any or all of the number and type of shares subject to the
Darden Stock Units.
9. Taxes.
You acknowledge that you will consult with your personal tax advisor
regarding the income tax consequences of the grant of the Darden Stock Units,
the vesting of the Darden Stock Units, the receipt of cash upon the vesting of
the Darden Stock Units 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. In accordance with the terms
of the Plan, and such rules as may be adopted by the Committee administering the
Plan, the Company will satisfy any applicable tax withholding obligations
arising from the vesting of the Darden Stock Units by withholding a portion of
the cash otherwise to be delivered equal to the amount of such taxes.
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) 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
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material or relevant to the construction or interpretation of this Agreement or
any provision hereof.
(d) 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.
(e) 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
(f) Award Certificate. This Darden 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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