Exhibit 10(c)
AWARD CERTIFICATE
Restricted Stock Units Award
(United States)
This certifies that [name]
is granted an Award of
**[number]* Restricted Stock Units, each
Restricted Stock Unit representing the right
to receive one share of Common Stock,
no par value, of Darden Restaurants, Inc., a Florida corporation,
on the vesting date or dates shown below.
Social Security Number:
Grant Date: ____________, 200_
Vesting Date[s]: [___________, ____][vesting schedule]
This Restricted Stock Units Award is governed by, and
subject in all respects to, the terms and conditions of the
Restricted Stock Units Award Agreement, a copy of which is
attached to and made a part of this document, and the Darden
Restaurants, Inc. 2002 Stock Incentive Plan, a copy of which
is available upon request. This Award Certificate has been
duly executed, by manual or facsimile signature,
on behalf of Darden Restaurants, Inc.
[signature] [signature]
Chairman of the Board DARDEN RESTAURANTS, INC. Senior Vice President
Chief Executive Officer General Counsel and Secretary
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.
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.
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.
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 (A) 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, (B) your combined age and years of
service with the Company or an Affiliate of the Company equal at least 70
and (C) you did not hold the title of vice president or above at the
Company, GMRI, Inc. or Darden Corporation on the Grant Date, then the
Restricted Stock Units will vest on a pro rata basis on the date of your
termination of employment, based on the number of full months of employment
completed from the Grant Date to the date of your termination of employment
divided by the number of full months in the vesting period for any unvested
Restricted Stock Units, and your rights to all of the unvested Restricted
Stock Units shall be immediately and irrevocably forfeited;
(ii) if you retire on or after age 65 with five years of service with
the Company or an Affiliate of the Company ("Normal Retirement") prior to
the vesting of the Restricted Stock Units pursuant to Section 3 or 4
hereof, you shall become
2
immediately and unconditionally vested in all Restricted Stock Units and
the restrictions with respect to all Restricted Stock Units shall lapse on
the date of your Normal Retirement;
(iii) if you retire on or after age 55 with ten years of service with
the Company or an Affiliate of the Company but before Normal Retirement
("Early Retirement") and you did not hold the title of vice president or
above at the Company, GMRI, Inc. or Darden Corporation on the Grant Date,
the Restricted Stock Units will vest on a pro rata basis on the date of
your Early Retirement, based on the number of full months of employment
completed from the Grant Date to the date of your Early Retirement divided
by the number of full months in the vesting period for any unvested
Restricted Stock Units, and your rights to all of the unvested Restricted
Stock Units shall be immediately and irrevocably forfeited; or
(iv) if you die prior to the vesting of the Restricted Stock Units
pursuant to Section 3 or 4 hereof, you shall become immediately and
unconditionally vested in all Restricted Stock Units and the restrictions
with respect to all Restricted Stock Units shall lapse on the date of 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.
6. Restriction on Transfer.
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. Payment 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; provided, however, that any distribution to any "specified
employee" (as determined in accordance with Section 409A of the Code) on
account of a separation from service shall be made as soon as practicable
after the first day of the calendar month which occurs six calendar months
after such separation from service, but in no event later than the 15th day
of the third month following the calendar year in which the end of such
six-month period occurs. The Company will not deliver
3
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 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
4
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 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.
* * * * * * * *
5