EXHIBIT 10(d)
SUPPLEMENTAL PENSION PLAN OF
DARDEN RESTAURANTS, INC.
SUPPLEMENTAL PENSION PLAN
OF DARDEN RESTAURANTS, INC.
Effective as of the Distribution Date, Darden Restaurants, Inc. hereby adopts
the Supplemental Pension Plan of Darden Restaurants, Inc. for the exclusive
benefit of its employees, pursuant to authorization of the Board of Directors of
Darden Restaurants, Inc.
ARTICLE I
INTRODUCTION
Section 1.1 Name of Plan. The name of the Plan is the "Supplemental Pension
Plan of Darden Restaurants, Inc." It is also referred to as the "Supplemental
Plan" or the "Plan."
Section 1.2 Purpose of Plan. The purpose of this Plan is to accept a
transfer of liabilities from the Supplemental Retirement Plan of General Mills,
Inc., as in effect on the Distribution Date, with respect to individuals who are
employees of Darden Restaurants, Inc. or one of its affiliates as of such date.
Section 1.3 Effective Date. The effective date of the Plan is the
Distribution Date. This Plan, except as may otherwise be specifically provided
herein, shall not apply to Participants who separated from active service prior
to the Distribution Date.
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ARTICLE II
DEFINITIONS
Section 2.1 Base Plan shall mean one of the following defined benefit
pension plans sponsored by the Company or General Mills, Inc. which are
qualified under the provisions of Code Section 401:
(a) Retirement Plan for Employees of Darden Restaurants. Inc., and
(b) Retirement Income Plan of General Mills, Inc. based on the provisions
of such plan as in effect immediately prior to the Distribution Date.
With respect to Participants in this Plan who were (i) employed as
Presidents of a General Mills Restaurants, Inc. division as of May 31, 1994, and
(ii) not eligible for any benefit accrual under the terms of the Base Plan in
which they participated for the period from January 1, 1989 through May 31,
1994, benefits accrued under the terms of this Plan shall be equal to the entire
benefit which would have accrued to such individuals under the applicable Base
Plan for this period. The form and timing of such payments shall be subject to
all provisions of this Plan.
Section 2.2 Board shall mean the Board of Directors of Darden Restaurants,
Inc.
Section 2.3 Change of Control shall mean the occurrence of 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) becoming, directly or indirectly, the
beneficial owner of twenty percent (20%) or more of the shares of
stock of Darden Restaurants, Inc. 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 shall cease to
constitute a majority of the Company's Board of Directors; or
(c) the stockholders of the Company approve an agreement providing for a
transaction in which the Company will cease to be an independent
publicly-owned corporation or a sale or other disposition of all or
substantially all of the assets of the Company occurs.
Section 2.4 Code shall mean the Internal Revenue Code of 1986, as it may be
amended from time to time.
Section 2.5 Company shall mean Darden Restaurants, Inc. and any of its
subsidiaries or affiliated business entities as shall be authorized to
participate in the Plan by the Board, or its delegate.
Section 2.6 Compensation Committee shall mean the Compensation Committee of
the Board.
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Section 2.7 Deferred Cash Award shall mean the cash amount deferred by an
individual prior to January 1, 1995, under any formal plan of deferred
compensation sponsored by the Company or one of its affiliates. A Deferred Cash
Award shall not include:
(a) the amount of any base salary deferred during calendar year 1986;
(b) any interest or investment increment applied to the amount of the cash
award which is deferred; or
(c) any cash amount deferred by any person under any individual contract
or arrangement with the Company or any of its affiliates.
Section 2.8 Distribution Date shall mean the date as defined in the
Information Statement distributed to shareholders of General Mills, Inc. in
connection with the distribution of Darden Restaurants, Inc.
Section 2.9 ERISA shall mean the Employee Retirement Income Security
Act of 1974, as it may be amended from time to time.
Section 2.10 Maximum Benefit shall mean the maximum annual benefit payable
in dollars permitted to be either accrued or paid to a participant of any Base
Plan, as determined under all applicable provisions of the Code and ERISA,
specifically taking into account the limitations of Code Sections 401(a)17 and
415, and any applicable regulations thereunder. It is specifically intended that
the Maximum Benefit, as defined herein, shall take into account changes in the
dollar limits under Code Sections 401(a)17 and 415, and benefits payable from
this Plan and the Base Plan shall be adjusted accordingly. In addition, if a
Base Plan limits the accrued benefits of any Participant by restricting the
application of future changes in such dollar limits with respect to such
Participant, benefits payable under this Plan shall nevertheless be determined
on the full amount that would have been permissible absent such restrictions
under the Base Plan.
Section 2.11 Minor Amendment Committee shall mean the Minor Amendment
Committee appointed by the Compensation Committee.
Section 2.12 Participant shall mean an individual who is a participant in
the Company's Management Incentive Plan or who is eligible to defer compensation
under a formal deferred compensation program maintained by the Company, and who
was:
(a) an active participant in one or more Base Plans on and after January
1, 1976 and whose accrued benefits, determined on the basis of the
provisions of such Base Plans without regard to the Maximum Benefit,
would exceed the Maximum Benefit; or
b) An individual with a Deferred Cash Award, which, if included as
compensation under any Base Plans in which such individual is a
participant, would result in a greater accrued benefit under the
provisions of such Base Plans.
An eligible individual shall remain a Participant under this Supplemental
Plan until all amounts payable on his or her behalf from this Plan have been
paid.
Section 2.13 Defined Terms. Capitalized terms which are not defined herein
shall have the meaning ascribed to them in the relevant Base Plan.
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ARTICLE III
BENEFITS
Section 3.1 Effect of Retirement. Upon the Normal, Early, or Late
Retirement of a Participant, as provided under a Base Plan, such Participant
shall be entitled to a benefit equal to the amount determined in accordance with
the provisions of the Base Plan without regard to the limitations of the Maximum
Benefit, including as compensation for purposes of such calculation any Deferred
Cash Award (as if actually paid at the time of the award), reduced by the lesser
of the Participant's actual accrued benefit under such Base Plan or the Maximum
Benefit.
Section 3.2 Spouse's Pension. Upon the death of a Participant whose
surviving spouse is eligible for a Spouse's Pension under a Base Plan, such
surviving spouse shall be entitled to a benefit under this Supplemental Plan,
determined in accordance with the provisions of the Base Plan without regard to
the limitations of the Maximum Benefit, and including as compensation for
purposes of such calculation any Deferred Cash Award (as if actually paid at the
time of the award), reduced by the lesser of the actual Spouse's Pension payable
under such Base Plan or the Maximum Benefit.
Section 3.3 Effect of Termination Prior to Retirement Eligibility. If a
Participant terminates employment with the Company and is entitled to a Vested
Deferred Pension under a Base Plan, such Participant shall be entitled to a
benefit equal to the amount determined in accordance with the provisions of the
Base Plan without regard to the limitations of the Maximum Benefit, including as
compensation for purposes of such calculation any Deferred Cash Award (as if
actually paid at the time of the award), reduced by the lesser of the
Participant's actual accrued benefit under such Base Plan or the Maximum
Benefit.
Section 3.4 Benefits Prior to Separation from Service. A Participant's
benefit under this Supplemental Plan may increase or decrease, before or after
Retirement or termination, as a result of changes in the formula under any Base
Plan, the Maximum Benefit, or changes in the earnings used to calculate benefits
under a Base Plan formula.
Any benefit accrued under this Supplemental Plan as a result of a
Participant's Deferred Cash Award shall be payable only if, and to the extent
that on the date of his or her termination of employment, both of the following
conditions are satisfied:
(a) The Participant has a vested accrued benefit under the applicable Base
Plan, and
(b) A Deferred Cash Award was made during a year which is used in the
calculation of Final Average Earnings under this Supplemental Plan on
the date of termination.
Section 3.5 Form of Payment. Any benefit amount payable under the
Supplemental Plan to a married Participant shall be adjusted and paid in the
form of a joint and 100% to survivor annuity. Any benefit amount payable under
the Supplemental Plan to an unmarried Participant shall be paid in the form of a
single life annuity. Notwithstanding the above, a married Participant may
request, subject to the approval of the Minor Amendment Committee, to have such
benefit amounts adjusted and paid as a joint and 50% to survivor annuity or as a
single life annuity. Further, any Participant may request, subject to the
approval of the Minor Amendment Committee, that any benefit amount be paid in a
single sum payment in cash, effective as of the first day monthly benefits would
otherwise begin. Any request for an alternate form of benefit that is granted
may be made at any time before benefits would otherwise begin. The Minor
Amendment Committee may approve or reject any such request in its sole
discretion Any joint and survivor annuity shall be the actuarial equivalent of a
single life annuity based on the following factors, determined using the ages of
the Participant and spouse on the effective date of the payment:
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(a) The formula for the joint and 100% to survivor factor is:
.868 + .005 (65 - X) + .005 (Y - X), where X is equal to the
Participant's age and Y is equal to the age of the spouse.
(b) The formula for the joint and 50% to survivor factor is:
.928 + .003 (65 - X) + .003 (Y - X), where X is equal to the
Participant's age and Y is equal to the age of the spouse.
For the purpose of calculating any lump sum payment, the interest rate and
mortality table used shall be the same as used under the Retirement Plan for
Employees of Darden Restaurants, Inc. at the time the lump sum payment is made.
Section 3.6 Time of Payment. The payment of benefits determined under the
provisions of the Supplemental Plan shall commence on the first day of the month
coincident with or next following the date upon which a Participant (or
surviving spouse) first becomes eligible to commence receiving benefits under
the Base Plan or Plans, regardless of the time benefits actually commence under
the Base Plan. Notwithstanding any other provisions of the Supplemental Plan to
the contrary, the Minor Amendment Committee may, in its sole discretion, direct
that payments be made before such payments are otherwise due, if, for any reason
(including but not limited to, a change in the tax or revenue laws of the United
States of America, a published ruling or similar announcement issued by the
Internal Revenue Service, a regulation issued by the Secretary of the Treasury
or his delegate, or a decision by a court of competent jurisdiction involving a
Participant or Beneficiary), it believes that a Participant or Beneficiary has
recognized or will recognize income for federal income tax purposes with respect
to amounts that are or will be payable under the Supplemental Plan before they
are to be paid. In making this determination, the Minor Amendment Committee
shall take into account the hardship that would be imposed on the Participant or
Beneficiary by the payment of federal income taxes under such circumstances.
Section 3.7 Effect of Changes in the Maximum Benefit. In the event the
dollar amount of the Maximum Benefit increases as a result of federal
legislation, the benefits of any Participant payable under the Supplemental
Plan, whether or not in pay status, shall be recalculated to take into account
the higher Maximum Benefit payable from the applicable Base Plan. If payments
have already commenced under the provisions of the applicable Base Plan and the
Supplemental Plan, benefit amounts under both Plans shall be adjusted to reflect
the higher Maximum Benefit, by increasing the amount paid under the Base Plan
and decreasing the amount paid under the Supplemental Plan, as soon as
administratively possible after such a change. Notwithstanding the above, if a
Base Plan is terminated, no adjustments shall be made to benefits payable under
the Supplemental Plan with respect to changes in the Maximum Benefit after the
date of termination of the Base Plan.
Section 3.8 Participants Formerly on Leave from General Mills, Inc. to the
Company. Participants in this Plan (i) who were active participants in the
Retirement Income Plan of General Mills, Inc. ("RIP") on "leave of absence
status" to General Mills Restaurants, Inc. and (ii) whose leaves were canceled
effective as of May 31, 1991, may be entitled to additional benefits under this
Plan as described below. In addition to any benefits that such a Participant may
be entitled to under the provisions of this Article III, this Plan shall also
pay the difference, if any, between the total benefits the Participant is
entitled to from the Base Plan in which he or she is participating at the time
of termination and this Plan and the annuity value of each FlexComp Award made
to the Participant, and the total benefits the Participant would have been
entitled to from the RIP and this Plan, had the Participant continued to
participate in the RIP until the date of the Participant's termination of
employment or Retirement.
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The annuity value of a FlexComp Award shall be equal to the life only
benefit that would be payable, determined using the same interest rate and
mortality assumptions described in Section 3.5, under (a) or (b) below:
(a) If the Participant elected to defer receipt of the FlexComp Award to
Retirement or termination of employment, and the full amount deferred
has remained in the FlexComp Plan until the date of the Participant's
Retirement or termination, the value of such FlexComp Award at such
time.
(b) With respect to any other FlexComp Award, a "hypothetical" value of
such FlexComp Award shall be calculated based on the amount actually
received by the Participant, assuming that such amount was held in the
FlexComp Plan from the date of payment to the Participant until
termination or Retirement, and as if said amount was credited with
interest at the rate of the Fixed Fund specified in the FlexComp Plan.
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ARTICLE IV
PLAN ADMINISTRATION
Section 4.1 Compensation Committee. The Supplemental Plan shall be
administered by the Compensation Committee, and the Compensation Committee shall
have full authority to interpret the Supplemental Plan. Such interpretations of
the Compensation Committee shall be final and binding on all parties, including
the Participants, their beneficiaries, surviving spouses and the Company.
Section 4.2 Delegated Duties. The Compensation Committee shall have the
authority to delegate the duties and responsibilities of administering the
Supplemental Plan, maintaining records, issuing such rules and regulations as it
deems appropriate, and making the payments hereunder to such employees or agents
of the Company as it deems proper.
Section 4.3 Amendment and Termination. The Board, or if specifically
delegated, its delegate, may amend, modify or terminate the Supplemental Plan at
any time, provided, however, that no such amendment, modification or termination
shall adversely affect any accrued benefit under the Supplemental Plan to which
a Participant, or the Participant's Beneficiary, is entitled under Article III
prior to the date of such amendment or termination, and in which such
Participant, or the Participant's Beneficiary, would have been vested if such
benefit had been provided under the applicable Base Plan, unless the
Participant, or the Participant's Beneficiary, becomes entitled to an amount
equal to the cash value of such benefit under another plan, program or practice
adopted by the Company. Notwithstanding the above, no amendment, modification,
or termination which would affect benefits accrued under this Supplemental Plan
prior to such amendment, modification or termination may occur after a Change in
Control without the written consent of a majority of the Participants determined
as of the day before such Change in Control. Each year the Compensation
Committee shall notify, in writing, those individuals who have any accrued
benefits under the Supplemental Plan.
Section 4.4 Payments. The Company will pay all benefits arising under this
Supplemental Plan and all costs, charges and expenses relating thereto. The
benefits payable under this Supplemental Plan to each Participant shall not be
greater that what would have been paid in the aggregate under the Base Plan (i)
in the absence of federal limitations on benefit amounts and (ii) if amounts
deferred had been paid to the Participant when earned.
Section 4.5 Arbitration.
(a) Any controversy or claim arising out of or relating to this Plan, or
any alleged breach of the terms or conditions contained herein, shall
be settled by arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association (the "AAA")
as such rules may be modified herein.
(b) An award rendered in connection with an arbitration pursuant to this
Section shall be final and binding and, judgment upon such an award
may be entered and enforced in any court of competent jurisdiction.
(c) The forum for arbitration under this Plan shall be Orlando,
Florida,and the governing law for such arbitration shall be laws of
the State of Florida.
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(d) Arbitration under this Section shall be conducted by a single
arbitrator selected jointly by the Company and the Participant (the
"Complainant"). If within thirty (30) days after a demand for
arbitration is made, the Company and the Complainant are unable to
agree on a single arbitrator, three arbitrators shall be appointed.
Each party shall select one arbitrator and those two arbitrators shall
then select a third neutral arbitrator which thirty (30) days after
their appointment. In connection with the selection of the third
arbitrator, consideration shall be given to familiarity with executive
compensation plans and experience in dispute resolution between
parties, as a judge or otherwise. If the arbitrators selected by the
parties cannot agree on the third arbitrator, they shall discuss the
qualifications of such third arbitrator with the AAA prior to
selection of such arbitrator, which selection shall be in accordance
with the Commercial Arbitration Rules of the AAA.
(e) If an arbitrator cannot continue to serve, a successor to an
arbitrator selected by a party shall be also selected by the same
party, and a successor to a neutral arbitrator shall be selected as
specified in subsection (d) of this Section. A full rehearing will be
held only if the neutral arbitrator is unable to continue to serve or
if the remaining arbitrators unanimously agree that such a rehearing
is appropriate.
(f) The arbitrator or arbitrators shall be guided, but not bound, by the
Federal Rules of Evidence and by the procedural rules, including
discovery provisions, of the Federal Rules of Civil Procedure. Any
discovery shall be limited, to information directly relevant to the
controversy or claim in arbitration.
(g) The parties shall each be responsible for their own costs and
expenses, except for the fees and expenses of the arbitrators, which
shall be shared equally by the Company and the Complainant.
Section 4.6 Non-Assignability of Benefits. Neither any benefit payable
hereunder nor the right to receive any future benefit payable under the
Supplemental Plan may be anticipated, alienated, sold, transferred, assigned,
pledged, encumbered, or subjected to any charge or legal process, and if any
attempt is made to do so, or a person eligible for any benefits becomes
bankrupt, the interest under the Supplemental Plan of the person affected may be
terminated by the Compensation Committee which, in its sole discretion, may
cause the same to be held or applied for the benefit of one or more of the
dependents of such person or make any other disposition of such benefits that it
deems appropriate.
Section 4.7 Applicable Law. All questions pertaining to the construction,
validity and effect of the Supplemental Plan shall be determined in accordance
with the laws of the United States and the laws of the State applicable to the
Base Plan covering the Participant.
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