Exhibit 10(g)
AWARD CERTIFICATE
Performance Stock Units Award
This certifies that [name]
is granted an Award of **[number]* Performance Stock Units,
representing the opportunity to earn shares of Common Stock, no par value,
of Darden Restaurants, Inc., a Florida corporation, on the dates and in the
amounts set forth in the attached Performance Stock Units Award Agreement.
Interim Grant Yes ____ No _____
Annual Performance Period Annual Performance Stock Units
Fiscal 20__
Fiscal 20__
Fiscal 20__
Fiscal 20__
Fiscal 20__
Social Security Number:
Grant Date: ______________ , 200_
Awarded (subject to forfeiture)
subject to the Darden Restaurants, Inc.
Management and Professional Incentive Yes ____ No _____
Plan:
This Performance Stock Units Award is governed by, and subject in all respects
to, the terms and conditions of the Performance 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
PERFORMANCE STOCK UNITS AWARD AGREEMENT
This Performance 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 Performance Stock Units representing the
opportunity to earn shares of the Company's Common Stock, no par value (the
"Common Stock"), subject to the terms and conditions set forth 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 Performance Stock Units.
The Company hereby grants to you, effective as of the Grant Date, an Award
of Performance Stock Units for that number of Units set forth in the attached
Award Certificate (the "Performance 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 Performance Stock Units.
(a) The Performance 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
Performance 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 Performance Stock Units lapse, in accordance with Section 3, 4 or 5
hereof.
(b) As long as you hold Performance 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
Annual Performance Stock Units (as defined below) relating to any Annual
Performance Period (as defined below) for which a determination as to vesting or
forfeiture has not yet occurred pursuant to the terms of this Agreement, less
any tax withholding amount applicable to such payment.
3. Vesting.
(a) Subject to the terms and conditions of this Agreement, the Performance
Stock Units shall vest, and the restrictions with respect to the Performance
Stock Units shall lapse, on
the date or dates and in the amount or amounts set forth in this Agreement if
you remain continuously employed by the Company or an Affiliate of the Company
until the respective vesting dates.
(b) Twenty percent (20%) of the total number of Performance Stock Units set
forth in the attached Award Certificate (the "Annual Performance Stock Units")
shall be targeted for vesting following the end of each of the first five fiscal
years ending after the Grant Date (the "Annual Performance Periods"); provided,
however, that if the Award Certificate attached to this Performance Stock Units
Award Agreement states that this Performance Stock Units Award is an Interim
Grant, then the number of Annual Performance Stock Units for the first Annual
Performance Period shall be zero and the number of Annual Performance Stock
Units for each of the second, third, fourth and fifth Annual Performance Periods
shall be twenty-five percent (25%) of the total number of Performance Stock
Units set forth in the attached Award Certificate. The number of Annual
Performance Stock Units for each Annual Performance Period is set forth in the
attached Award Certificate. The number of Annual Performance Stock Units for any
Annual Performance Period shall not be increased or decreased as a result of the
number of Annual Performance Stock Units that vested or were forfeited for any
prior Annual Performance Period.
(c) The number of Annual Performance Stock Units that vest, if any,
following the end of the applicable Annual Performance Period shall be
determined by multiplying the Annual Performance Stock Units for such Annual
Performance Period by the Vesting Percentage, calculated as set forth in Exhibit
A to this Agreement, and may range from zero to one hundred fifty percent (150%)
of the Annual Performance Stock Units.
(d) The calculations under this Section 3 shall be made on or before the
June 30 immediately following the end of the applicable Annual Performance
Period and any vesting resulting from such calculations shall be effective as of
that June 30. Any Annual Performance Stock Units that do not vest following the
end of such Annual Performance Period pursuant to the terms of this Section 3
shall be immediately and irrevocably forfeited, including the right to receive
cash payments pursuant to Section 2(b) hereof, as of that June 30.
(e) 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, 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 of this Agreement, upon the occurrence
of a Change of Control (as defined below) you shall become immediately and
unconditionally vested in all Annual Performance Stock Units relating to any
Annual Performance Period for which a determination as to vesting or forfeiture
has not yet occurred pursuant to the terms of this Agreement, and the
restrictions with respect to all such Annual Performance Stock Units shall
lapse. For purposes of this Agreement, "Change of Control" shall mean any of the
following events:
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(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 or forfeiture of all Annual Performance Stock Units
pursuant to Section 3 or 4 hereof, your rights to all of the Annual Performance
Stock Units relating to any Annual Performance Period for which a determination
as to vesting or forfeiture has not yet occurred pursuant to the terms of this
Agreement shall be immediately and irrevocably forfeited, including the right to
receive cash payments pursuant to Section 2(b) hereof, except that:
(i) 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 or forfeiture of all Annual Performance Stock Units pursuant to
Section 3 or 4 hereof, you shall become immediately and unconditionally
vested in all of the Annual Performance Stock Units relating to any Annual
Performance Period for which a determination as to vesting or forfeiture
has not yet occurred pursuant to the terms of this Agreement, and the
restrictions with respect to all such Annual Performance Stock Units shall
lapse, on the date of your Normal Retirement; or
(ii) if you die prior to the vesting or forfeiture of all Annual
Performance Stock Units pursuant to Section 3 or 4 hereof, you shall become
immediately and unconditionally vested in all of the Annual Performance
Stock Units relating to any Annual Performance Period for which a
determination as to vesting or forfeiture has not yet occurred pursuant to
the terms of this Agreement, and the restrictions with respect to all such
Annual Performance Stock Units shall lapse, on the date of your death. No
transfer by will or the applicable laws of descent and distribution of any
Performance 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 Performance Stock Units Award
Agreement states that this Performance Stock Units Award has been awarded
subject to the Darden Restaurants, Inc. Management and Professional Incentive
Plan (the "MIP"), then this Performance Stock Units Award shall be cancelled,
forfeited and returned to the Company unless
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all of the requirements set forth in the MIP for the year to which the grant of
this Performance Stock Units Award relates are satisfied.
6. Restriction on Transfer.
None of the Performance Stock Units may be sold, assigned, transferred,
pledged, attached or otherwise encumbered, and no attempt to transfer the
Performance 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 Performance Stock Units.
7. Payment of Performance Stock Units; Issuance of Common Stock.
No shares of Common Stock shall be issued to you prior to the date on which
the applicable Performance Stock Units vest in accordance with the terms and
conditions of the attached Award Certificate and this Agreement. After any
Performance 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 vested Performance 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 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 Performance 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 Performance 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 Performance Stock
Units, the receipt of cash
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payments pursuant to Section 2(b) hereof, the vesting of the Performance 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
Performance 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 Performance 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
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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 Performance 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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Exhibit A
VESTING OF PERFORMANCE STOCK UNITS
The number of Annual Performance Stock Units that shall vest, if any, following
the end of the applicable Annual Performance Period shall be determined by
multiplying the number of Annual Performance Stock Units for such Annual
Performance Period by the "Vesting Percentage," as determined below, provided
that the maximum Vesting Percentage for any Annual Performance Period shall be
150% of the Annual Performance Stock Units.
Vesting Percentage = 5 x (Total Annual Sales Growth x Sales Multiple x ROGI
Multiple)
"Total Annual Sales Growth" shall be as determined by the Company.
The "Sales Multiple" shall be determined as follows:
--------------------------------------- ---------------------------
Total Annual Sales Growth* Sales Multiple
--------------------------------------- ---------------------------
Less than 4.00% 0
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4.00% to 6.99% 2.00
--------------------------------------- ---------------------------
7.00% to 7.99% 2.25
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8.00% to 8.99% 2.50
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9.00% to 9.99% 2.75
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10.00% or Greater 3.00
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*For the fiscal years ending May 27, 2007 and May 25, 2008, Total
Annual Sales Growth shall be increased by 1.30%
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The "ROGI Multiple" shall be determined as follows:
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ROGI in Excess of ROGI Hurdle* ROGI Multiple
--------------------------------------- ---------------------------
-1.00% or Less 0.75
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-0.99% to 0.99% 1.00
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1.00% or Greater 1.25
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*For the fiscal years ending May 27, 2007 and May 25, 2008, ROGI
shall be compared to plan.
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"ROGI" is the return on gross investment for new and relocated restaurants, as
determined by the Company. The "ROGI Hurdle" is the hurdle rate for ROGI set
each year by the Company. The ROGI Multiple shall automatically be set at 1.00
for any fiscal year if total sales for new and relocated restaurants that
reached their eighteen-month anniversary during such fiscal year are less than
1% of the Company's total sales for such fiscal year, as determined by the
Company.
The Vesting Percentage shall be rounded to the nearest 1.0%, with .5% being
rounded up. The number of Annual Performance Stock Units that vest pursuant to
the Vesting Percentage shall be rounded to the nearest whole number, with .5
being rounded up.
A-1