EXHIBIT 10(c)
DARDEN RESTAURANTS, INC.
STOCK OPTION AND LONG-TERM INCENTIVE CONVERSION PLAN
(as amended May 23, 1996)
1. PURPOSE OF THE PLAN
The purpose of the GM Restaurants, Inc. Stock Option and Long-Term
Incentive Conversion Plan (the "Plan") is to provide for the issuance
and administration of certain awards relating to Common Stock of Darden
Restaurants, Inc. (the "Company") issued to employees and officers of
General Mills, Inc. ("GMI"), the Company, and other GMI Subsidiaries,
in connection with the Distribution by GMI to its stockholders of all
of the Common Stock of the Company.
2. DEFINITIONS
As used in the Plan, the following terms shall have the meanings set
forth below:
"Adjusted GMI Stock Option" shall mean a GMI Stock Option which, as a
result of the Distribution, has been adjusted by the GMI Compensation
Committee as to its exercise price and/or the number of shares of GMI
Common Stock it covers, such adjustment to each GMI Stock Option being
dependent on the number of corresponding Company Stock Options granted
by the Company, if any.
"Award" shall mean any Stock Option, Restricted Stock, Restricted Stock
Unit or Performance Unit Account granted under this Plan.
"Award Agreement" shall mean any written agreement, contract or other
instrument or document evidencing any Award, which may, but need not,
be executed or acknowledged by a Participant.
"Board" shall mean the Board of Directors of the Company.
"Bridge Grant" shall mean a GMI Stock Option granted on June 1, 1994
under the General Mills, Inc. 1990 Salary Replacement Stock Option Plan
in the award known as "90-S10" in GMI's internal stock option
management system.
"Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.
"Committee" shall mean a committee of the Board designated by the Board
to administer the Plan and composed of not fewer than two directors,
each of which directors, to the extent necessary to comply with Rule
16b-3 only, is a "disinterested person" within the meaning of Rule
16b-3. Until otherwise determined by the Board, the Committee shall be
the Compensation Committee of the Board.
"Common Stock" shall mean the common stock of the Company
(without par value).
"Company" shall mean Darden Restaurants, Inc., a Florida
corporation.
"Company Conversion Ratio" shall mean the factor where the numerator is
the Per Share Company Stock Price and the denominator is the Per Share
Pre-Split GMI Stock Price.
"Distribution" shall mean the transfer by GMI of all the then
outstanding Shares owned by GMI to the distribution agent for the
benefit of, and ultimate distribution to, the holders of GMI common
stock as of the Record Date, as described in the Information Statement.
"Distribution Date" shall mean the effective date of the
Distribution.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.
"Fair Market Value" shall mean the mean of the high and low price of
the Common Stock on the New York Stock Exchange on the applicable date.
"Food Retirees" shall mean persons retiring from GMI on or prior to the
Distribution Date who are not Restaurant Retirees.
"GMI" shall mean General Mills, Inc., a Delaware corporation.
"GMI Award" shall mean any of the GMI Stock Options, GMI Restricted
Stock or Restricted Stock Units or GMI Performance Units.
"GMI Compensation Committee" shall mean the Compensation Committee of
the Board of Directors of GMI.
"GMI Performance Unit" shall mean a performance unit granted by GMI and
outstanding on the Record Date.
"GMI Restricted Stock or Restricted Stock Unit" shall mean a share of
GMI common stock or the right to receive a share of GMI common stock
which is subject to certain restrictions on the last trading day on the
New York Stock Exchange immediately prior to the Record Date.
"GMI Stock Option" shall mean an option to purchase GMI common stock
granted by GMI to a present or former officer or employee of GMI that
is outstanding and unexercised on the Record Date.
"Information Statement" shall mean the information statement dated May
5, 1995 distributed to GMI stockholders in connection with the
transactions relating to the Distribution.
"Participant" shall mean an individual eligible to receive a Company
Award who is granted an Award under the Plan.
"Per Share Company Stock Price" shall mean the composite volume
weighted average price of the Company's Common Stock as published by
Bloomberg L.P. for the period beginning on the later of (i) the second
trading day on which "when issued" trading in Company Common Stock
takes place on the New York Stock Exchange and (ii) the twentieth
trading day prior to the Distribution Date and ending on the
Distribution Date.
"Per Share Post-Split GMI Stock Price" shall mean the composite volume
weighted average price of GMI common stock trading without due bills as
published by Bloomberg L.P. for the period beginning on the later of
(i) the second trading day on which "when issued" trading in Company
Common Stock takes place on the New York Stock Exchange and (ii) the
twentieth trading day prior to the Distribution Date and ending on the
Distribution Date.
"Per Share Pre-Split GMI Stock Price" shall mean the composite volume
weighted average price as of GMI common stock trading with due bills
published by Bloomberg L.P. for the period beginning on the later of
(i) the second trading day on which "when issued" trading in Company
Common Stock takes place on the New York Stock Exchange and (ii) the
twentieth trading day prior to the Distribution Date and ending on the
Distribution Date.
"PUP Account" shall mean any account established by GMI in connection
with the granting of a GMI Performance Unit.
"Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization,
government or political subdivision thereof or other entity.
"Record Date" shall mean May 5, 1995.
"Restaurant Retirees" shall mean persons retiring from the Company on
or prior to the Distribution Date.
"Restricted Stock and Restricted Stock Unit" shall mean any award of
restricted stock or restricted stock units granted under Section 9 of
the Plan.
"Retiree Split Option Grant" shall have the meaning set forth in
Section 7(a)(iii) of the Plan.
"Retiree Split Stock Grant" shall have the meaning set forth in Section
9(b) of the Plan.
"Rule 16b-3" shall mean Rule 16b-3 promulgated by the SEC under the
Exchange Act, or any successor rule or regulation thereto as in effect
from time to time.
"SEC" shall mean the Securities and Exchange Commission, including the
staff thereof, or any successor thereto.
"Shares" shall mean the shares of Common Stock (without par value) of
the Company and such other securities of the Company or a Subsidiary as
the Committee may from time to time designate.
"Special Grant" shall mean a GMI Stock Option granted on September 20,
1993 and September 19, 1994 under the General Mills, Inc. Stock Option
and Long-Term Incentive Plan of 1993.
"Split Grant Conversion Ratio" shall mean the factor where the
numerator is the Per Share Pre-Split GMI Stock Price and the
denominator is the sum of the Per Share Post-Split GMI Stock Price and
the Per Share Company Stock Price.
"Stock Option" shall mean a stock option granted under Section 7 of the
Plan.
"Subsidiary" shall mean any corporation or other entity in which the
Company possesses directly or indirectly equity interests representing
at least 25% of the total ordinary voting power or at least 25% of the
total value of all classes of equity interests of such corporation or
other entity.
3. EFFECTIVE DATE AND DURATION
Effective Date
This Plan shall become effective as of the Distribution Date. Subject
to paragraph 6(b), no Award shall be granted under the Plan except the
Awards provided for in Sections 7, 9 and 10. Awards granted hereunder
shall continue until their respective expiration dates.
4. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Committee. Subject to the terms
of the Plan and applicable law, and in addition to other express powers
and authorizations conferred on the Committee by the Plan, the
Committee shall have full power and authority to interpret and
administer the Plan and any instrument or agreement relating to, or
Award made under, the Plan; establish, amend, suspend or waive such
rules and regulations and appoint such agents as it shall deem
appropriate for the proper administration of the Plan; and make any
other determination and take any other action that the Committee deems
necessary or desirable for the administration of the Plan. The
Committee shall have no discretion relating to the timing, price and
size of Awards granted under the Plan, which shall be determined in
accordance with the provisions of Sections 7, 9 and 10. Unless
otherwise expressly provided in the Plan, all designations,
determination, interpretations and other decisions under or with
respect to the Plan or any Award shall be within the sole discretion of
the Committee, may be made at any time and shall be final, conclusive
and binding upon all Persons, including the Company, any Subsidiary,
any Participant, any holder or beneficiary of any Award, any
stockholder of the Company and any Participant. The authority of the
Committee to administer, interpret, amend, alter, adjust, suspend,
discontinue, or terminate, in accordance with the provisions of the
Plan, any Award or to waive any conditions or rights under any Award
shall extend until the expiration date of such Award.
5. ELIGIBLE PERSONS
Only persons employed by the Company or a Subsidiary on the
Distribution Date and Food Retirees and Restaurant Retirees who, on the
Distribution Date, hold an outstanding GMI Stock Option or on the
Record Date have issued and outstanding in their name GMI Restricted
Stock or Restricted Stock Units shall be eligible to receive Awards
under the Plan. Each Participant shall be granted an Award in
accordance with the provisions of the Plan.
6. SHARES SUBJECT TO THE PLAN
(a) Shares Available for Awards. Subject to adjustment as
provided in Section 6(b):
(i) Calculation of Number of Shares Available. The number of
Shares with respect to which Awards may be granted under
the Plan shall be such number of Shares as results from the
application of the award formulas set forth in Sections 7,
9 and 10. If, after the effective date of the Plan, an
Award granted under the Plan expires or is exercised,
forfeited, cancelled or terminated without the delivery of
Shares, then the Shares covered by such Award or to which
such Award relates, or the number of Shares otherwise to
which Awards may be granted, to the extent of any such
expiration, exercise, forfeiture, cancellation or
termination, shall not thereafter be available for grants
or Awards under the Plan.
(ii)Sources of Shares Deliverable Under Awards. Any Shares
delivered pursuant to an Award may consist of authorized
and unissued Shares, Shares held in the Company's treasury
and Shares acquired in the open market or otherwise
obtained by the Company or a Subsidiary.
(b) Adjustments. In the event that the Committee determines that
any dividend or other distribution (whether in the form of
cash, Shares, Subsidiary securities, 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
Shares such that an adjustment is determined by the Committee
to be appropriate to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available
under the Plan, then the Committee may, in its sole discretion
and in such manner as it may deem equitable, adjust any or all
of (i) the number and type of Shares subject to outstanding
Awards, and (ii) the grantor exercise price with respect to
any Award and, if deemed appropriate, make provision for a
cash payment to the holder of an outstanding Award; provided,
that the number of Shares subject to any Award denominated in
Shares shall always be a whole number.
7. STOCK OPTIONS
(a) Number of Stock Options. Each holder of a GMI Stock Option who
is a Company employee, a Food Retiree or a Restaurant Retiree
on the Distribution Date shall receive either a Company Stock
Option, an Adjusted GMI Stock Option or an election to receive
either a Company Stock Option or a Company Stock Option and an
Adjusted GMI Stock Option in accordance with the following:
(i) Active employees of the Company on the Distribution Date
who hold GMI Stock Options, except Bridge Grants or Special
Grants shall receive, in addition to an Adjusted GMI Stock
Option, a Company Stock Option with an exercise price for
the shares of Common Stock equal to the exercise price of
the GMI Stock Option prior to the Distribution multiplied
by the Company Conversion Ratio and for a number of shares
of Common Stock equal to the number of shares subject to
the GMI Stock Option prior to the Distribution multiplied
by .33 divided by the Company Conversion Ratio.
(ii)Active employees of the Company on the Distribution Date
holding Bridge Grants or Special Grants and Restaurant
Retirees holding Bridge Grants shall, as to such options,
receive a Company Stock Option with an exercise price for
the shares of Common Stock equal to the exercise price of
the GMI Stock Option prior to the Distribution multiplied
by the Company Conversion Ratio and for a number of shares
of Common Stock equal to the number of shares subject to
the GMI Stock Option prior to the Distribution divided by
the Company Conversion Ratio.
(iii)Restaurant Retirees holding GMI Stock Options, other than
Bridge Grants, shall be given, as to such GMI Stock
Options, an election, prior to the Record Date, to receive
either (a) a Company Stock Option as described in (ii)
above or (b) a Retiree Split Option Grant. The Retiree
Split Option Grant shall mean an Adjusted GMI Stock Option,
as determined by the GMI Compensation Committee, plus a
Company Stock Option with an exercise price for the shares
of Common Stock equal to the exercise price of the GMI
Stock Option prior to the Distribution multiplied by the
Company Conversion Ratio and for a number of shares of
Common Stock equal to the number of shares subject to the
GMI Stock Option prior to the Distribution multiplied by
the Split Grant Conversion Ratio.
(iv)Food Retirees holding GMI Stock Options shall be given an
election, prior to the Record Date, either to receive a
Retiree Split Option Grant as described in (iii) above or
receive an Adjusted GMI Stock Option, as determined by the
GMI Compensation Committee.
(v) Each Company Stock Option shall have the same remaining
term and other terms and conditions (whether such terms and
conditions are contained in the related GMI Stock Option
agreement or in the plan under which such GMI Stock Option
was granted, subject that a "Change of Control" as defined
in such related agreement or plan shall be amended to
provide that a "beneficial owner" is an owner of 20% or
more of the shares of the Company entitled to vote for the
election of directors) and shall be exercisable to the same
extent as the GMI Stock Option from which it was derived,
with such changes and modifications as necessary to
substitute the Company for GMI, as the issuer of the Stock
Option.
8. EXERCISE OF STOCK OPTIONS
A Participant exercising a Company Stock Option shall give notice to
the Company of such exercise and of the number of shares elected to be
purchased prior to 5:00 P.M. EST/EDT on the day of exercise, which must
be a business day at the executive offices of the Company. At the time
of purchase, the Participant shall tender the full purchase price of
the shares purchased. Until such payment has been made and a
certificate or certificates for the shares purchased has been issued in
the Participant's name, the Participant shall possess no stockholder
rights with respect to such shares. Payment of such purchase price
shall be made to the Company, subject to any applicable rule or
regulation adopted by the Committee:
(i) in cash (including check, draft, money order or wire transfer
made payable to the order of the Company);
(ii) through the delivery of shares of Common Stock owned by
the Participant; or
(iii) by a combination of (i) and (ii) above.
For determining the amount of the payment, Common Stock delivered
pursuant to (ii) or (iii) shall have a value equal to the Fair Market
Value of the Common Stock on the date of exercise.
9. RESTRICTED STOCK AND RESTRICTED STOCK UNITS
(a) Holders of unvested GMI Restricted Stock or Restricted Stock
Units who are employees of the Company on the Distribution
Date shall have issued in their name, or in book entry form as
reflected on the master stockholder record of the Company
immediately following the Distribution Date, a number of
shares of Company Restricted Stock or Restricted Stock Units
equal to the number of shares of GMI Restricted Stock or
Restricted Stock Units issued and outstanding in their name on
the last trading day on the New York Stock Exchange prior to
the Record Date divided by the Company Stock Conversion Ratio.
(b) Holders of unvested GMI Restricted Stock or Restricted Stock
Units and who are Restaurant Retirees shall be given a choice,
prior to the Record Date, to elect to have issued in their
name, or in book entry form as reflected on the master
stockholder record of the Company immediately following the
Distribution Date either (i) a Retiree Split Stock Grant or
(ii) the number of shares of Company Restricted Stock or
Restricted Stock Units described in (a) above. The Retiree
Split Stock Grant shall consist of GMI Restricted Stock or
Restricted Stock Units, as determined by the GMI Compensation
Committee, and Company Restricted Stock or Restricted Stock
Units covering the number of shares which were subject to the
GMI Restricted Stock or Restricted Stock Units on the last
trading day on the New York Stock Exchange prior to the Record
Date.
(c) Holders of unvested GMI Restricted Stock or Restricted Stock
Units who are Food Retirees shall be given a choice, prior to
the Record Date, to elect to have issued in their name, or in
book entry form as reflected on the master stockholder record
of the Company, either (i) a Retiree Split Stock Grant
described in (b) above or (ii) a modified grant of GMI
Restricted Stock or Restricted Stock Units as determined by
the GMI Compensation Committee.
(d) Each share of Restricted Stock or Rstricted Stock Unit shall
have the same remaining vesting period and other terms and
conditions (whether such terms and conditions are contained in
the related GMI Restricted Stock or Restricted Stock Unit
agreement or in the plan under which such GMI Restricted Stock
or Restricted Stock Unit was granted) and shall vest to the
same extent and at the rate as the share of GMI Restricted
Stock or Restricted Stock Unit from which it was derived, with
such changes and modifications as necessary to substitute the
Company for GMI as the issuer of the Restricted Stock or
Restricted Stock Unit; provided, however, that as to Stock
Options, Restricted Stock or Restricted Stock Units which
require a deposit of Participant-owned shares as a condition
to vesting, the Committee may, in its discretion, make such
adjustments to the deposit requirements as it deems
appropriate.
10. PERFORMANCE UNITS
The value on the Distribution Date of PUP Accounts shall be transferred
to the Company in the proportion that the Company Stock Options, having
a related PUP Account, bear to the corresponding Adjusted GMI Stock
Options, if any. If no corresponding Adjusted GMI Stock Options are
issued, the entire value of the PUP Account shall be transferred to the
Company. Withdrawals of PUP Account amounts transferred to the Company
shall reduce the outstanding Company Stock Options held by a
Participant; exercises of Company Stock Options shall reduce the amount
of the corresponding transferred PUP Account to the same extent as
provided in the grant of the GMI Performance Unit.
11. AMENDMENTS TO PLAN AND AWARDS
(a) Amendments to the Plan. The Board may amend, suspend or
terminate the Plan or any portion thereof at any time,
provided that no amendment shall be made without stockholder
approval if such approval is necessary to comply with any tax
or regulatory requirement, including for these purposes any
approval requirement that is a prerequisite for exemptive
relief from Section 16(b) of the Exchange Act or any successor
provision thereto. Notwithstanding anything to the contrary
contained herein, i) the Committee may amend the Plan in such
manner as may be necessary for the Plan to conform with local
rules and regulations in any jurisdiction outside the United
States, and (ii) any amendment, suspension or termination made
in accordance with this paragraph 11(a) that would adversely
affect a Participant's rights under an Award made under the
Plan may not be made without such Participant's consent and
(iii) no amendment to the provisions of Sections 7, 9 and 10
of the Plan relating to the amount, price and timing of Awards
under the Plan may be made more often than once every six
months, except to comport with the provisions of the Code or
the regulations thereunder.
(b) Amendments to Awards. The Committee may amend, modify or
terminate any outstanding Award with the Participant's consent
at any time prior to payment or exercise in any manner not
inconsistent with the terms of the Plan, including without
limitation to change the date or dates as of which an Award
becomes exercisable.
(c) Adjustment of Awards Upon the Occurrence of Certain Unusual or
Nonrecurring Events. The Committee is hereby authorized
to make adjustments in the terms and conditions of, and the
criteria included in, Awards in recognition of unusual or
nonrecurring events (including, without limitation, the events
described in paragraph 6(b) hereof) affecting the Company, or
the financial statements of the Company or any Subsidiary, or
of changes in applicable laws, regulations, or accounting
principles, whenever the Committee determines that such
adjustments are appropriate to prevent dilution or enlargement
of the benefits or potential benefits intended to be made
available under the Plan.
(d) Cancellation. Any provision of this Plan or any Award Agreement
to the contrary notwithstanding, the Committee may cause any
Award granted hereunder to be cancelled in consideration of a
cash payment or alternative Award made to the holder of such
cancelled Award. The determinations of value under this
subparagraph shall be made by the Committee in its sole
discretion.
12. MISCELLANEOUS
(a) Award Agreements. Awards hereunder may be evidenced by a
writing delivered to the Participant that shall specify the
terms and conditions thereof and any rules applicable thereto
and that shall, in accordance with the provisions of the Plan,
replicate as closely as possible the terms, conditions and
other contractual attributes of the GMI Award from which the
Award is derived, as in effect on the Distribution Date.
(b) Share Certificates. All certificates for Shares or other
securities delivered under the Plan pursuant to any Award or
the exercise thereof shall be subject to such stop transfer
orders and other restrictions as the Committee may deem
advisable under the Plan or the rules, regulations, and other
requirements of the SEC, any stock exchange upon which such
Shares or other securities are then listed, and any applicable
federal or state laws, and the Committee may cause a legend or
legends to be put on any such certificates to make appropriate
reference to such restrictions.
(c) No Limit on Other Compensation Arrangements. Nothing
contained in the Plan shall prevent the Company from adopting
or continuing in effect other compensation arrangements, which
may, but need not, provide for the grant of options, stock
appreciation rights and other types of Awards provided for
hereunder (subject to stockholder approval of any such
arrangement if approval is required), and such arrangements
may be either generally applicable or applicable only in
specific cases.
(d) No Right to Employment. The grant of any Award shall not be
construed as giving a Participant the right to be engaged or
employed by or retained in the employ of the Company or any
Subsidiary. The Company or any Subsidiary may at any time
dismiss a Participant from engagement or employment, free from
any liability or any claim under the Plan, unless otherwise
expressly provided in the Plan or in any Award Agreement or
any agreement relating to the engagement or employment of the
Participant by the Company or any Subsidiary.
(e) Governing Law. The validity, construction, and effect of the
Plan, any rules and regulations relating to the Plan and any
Award Agreement shall, to the extent not governed by federal
law, be determined in accordance with the laws of the State of
Florida.
(f) Severability. If any provision of the Plan or any Award is or
becomes or is deemed to be invalid, illegal, or unenforceable
in any jurisdiction or as to any Person or Award, or would
disqualify the Plan or any Award under any law deemed
applicable by the Committee, such provision shall be construed
or deemed amended to conform to applicable laws, or if it
cannot be construed or deemed amended without, in the
determination of the Committee, materially altering the intent
of the Plan or the Award, such provision shall be stricken as
to such jurisdiction, Person or Award and the remainder of the
Plan and any such Award shall remain in full force and effect.
(g) No Trust or Fund Created. Neither the Plan nor any Award
shall create or be construed to create a trust or separate
fund of any kind or a fiduciary relationship between the
Company and a Participant or any other Person. To the extent
that any Person acquires a right to receive payments from the
Company pursuant to an Award, such right shall be no greater
than the right of any unsecured general creditor of the
Company.
(h) No Fractional Shares. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award, and the Committee
shall determine, in accordance with the terms of the Plan, as
applicable, whether cash, other securities or other property
shall be paid or transferred in lieu of any fractional Shares
or whether such fractional Shares or any rights thereto shall
be cancelled, terminated, or otherwise eliminated.
(i) Headings. Headings are given to the subsections of the Plan
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 the Plan or any provision
thereof.
13. NON-TRANSFERABILITY
No shares of Restricted Stock and no Restricted Stock Units shall be
sold, exchanged, transferred, pledged, or otherwise disposed of during
the restricted period. No Stock Options granted under this Plan shall
be transferable by a Participant otherwise than (i) by the
Participant's last will and testament or (ii) by the applicable laws of
descent and distribution, and such Stock Options shall be exercised
during the Participant's lifetime only by the Participant or his or her
guardian or legal representative. Other than as set forth herein, no
Award under the Plan shall be subject to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance or charge, and any
attempt to do so shall be void.
14. WITHHOLDING TAXES
It shall be a condition to the obligation of the Company to deliver
shares upon the exercise of a Stock Option, the vesting of Restricted
Stock or Restricted Stock Units and the corresponding issuance of
shares of unrestricted Common Stock, that the Participant pay to the
Company cash in an amount equal to all federal, state, local and
foreign withholding taxes required to be collected in respect thereof.
Notwithstanding the foregoing, to the extent permitted by law and
pursuant to such rules as the Committee may adopt, a Participant may
authorize the Company to satisfy any such withholding requirement by
directing the Company to withhold from any shares of Common Stock to be
issued, all or a portion of such number of shares as shall be
sufficient to satisfy the withholding obligation, provided that in the
case of the vesting of Restricted Stock or Restricted Stock Units, the
number of shares of Common Stock to be issued equals or exceeds 500.
15. FOREIGN JURISDICTIONS
The Committee may adopt, amend, and terminate such arrangements, not
inconsistent with the intent of the Plan, as it may deem necessary or
desirable to make available tax or other benefits of the laws of any
foreign jurisdiction, to employees of the Company who are subject to
such laws and who receive Awards under the Plan.
16. NOTICE
All notices to the Company regarding the Plan shall be in writing,
effective as of actual receipt by the Company, and shall be sent to:
GM Restaurants, Inc.
5900 Lake Ellenor Dr.
Orlando, FL 32809
Attn: General Counsel
Effective May 28, 1995