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Employee Stock Purchase Plan (ESPP)
Prospectus………………………………………………………..……….…………..………..… 1-14
Questions and Answers…………………………..……….…………..……….....… 3-7
Plan Document…………………………..……….…………..……….....……........................ 14-21
PROSPECTUS
DARDEN RESTAURANTS, INC.
EMPLOYEE STOCK PURCHASE PLAN
5,100,000 Shares of Common Stock, without par value
This stock is traded on the New York Stock Exchange under the trading symbol DRI.
_______________
This document constitutes part of a prospectus covering securities that have been registered under the
Securities Act of 1933, as amended.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
_______________
You1 should only rely on the information contained in this prospectus. We have not authorized anyone to
provide you with different information. We are offering to sell shares of our common stock only in jurisdictions
where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of
this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock.
DARDEN RESTAURANTS, INC. 1000 Darden Center Drive
Orlando, FL 32837
(407) 245-4000
The date of this prospectus is March 1, 2017.
1 The terms “you” and “your” as used in this prospectus refer to a Company employee who meets all of the Plan's eligibility requirements and
enrolls in the Plan. Receipt of this prospectus does not guarantee that the recipient is in fact a participant under the Plan and/or otherwise eligible
to enroll in the Plan.
i
TABLE OF CONTENTS
PURPOSE OF THE PLAN ........................................................................................................................... 1
WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN ............................................................................ 1
HOW THE PLAN WORKS .......................................................................................................................... 2
HOW TO ENROLL AND PURCHASE SHARES ....................................................................................... 2
MAKING CHANGES IN YOUR ELECTIONS ........................................................................................... 3
QUESTIONS AND ANSWERS ................................................................................................................... 3
When may I enroll? ......................................................................................................................... 3
What forms do I need to complete in order to enroll in or withdraw from the Plan, or to
change my payroll deduction election? ........................................................................................... 3
What are the deadlines for submitting enrollments and making changes to my payroll
deduction election? ......................................................................................................................... 4
What is the deadline for submitting a request to stop payroll deductions and withdraw
accumulated cash from the Plan? .................................................................................................... 4
When may payroll deductions begin? ............................................................................................. 4
How long will payroll deductions last, and will they apply to every check I receive? ................... 4
If I cease payroll deductions, when may I begin them again? ......................................................... 4
What happens if my paycheck does not cover the $10 minimum deduction some weeks? ............ 4
What happens to my money during the offering period? ................................................................ 5
When are Shares purchased under the Plan? ................................................................................... 5
What happens if I decide not to buy Shares after enrolling? ........................................................... 5
What happens if I am no longer eligible to participate? .................................................................. 5
What happens if I terminate employment because of termination, retirement, death or
disability? ........................................................................................................................................ 5
How do I designate a beneficiary under the Plan? .......................................................................... 5
Who will pay for the brokerage commissions, and the recordkeeping and administrative
costs associated with the Plan? ....................................................................................................... 6
Will I receive a statement of my account? ...................................................................................... 6
May I withdraw from the Plan and get actual stock certificates for the Shares I own?................... 6
After I receive my stock certificates, how can I make changes to my name on the
certificate and whom should I notify regarding an address change or a lost certificate? ................ 6
May I sell my Shares? ..................................................................................................................... 6
May I transfer other Darden Shares I own to the Plan and consolidate the recordkeeping? ........... 6
As a shareholder will I have voting rights with respect to the Shares in my account? .................... 7
Am I entitled to any dividends paid on the Shares in my account? ................................................. 7
May I elect to receive dividends on my Shares in cash rather than reinvesting them in
additional Shares? ........................................................................................................................... 7
What will happen if there is a stock split? ...................................................................................... 7
How will I know how much income to report on my tax return? ................................................... 7
Could I lose money in the Plan? ..................................................................................................... 7
Does our insider trading policy apply to purchases and sales in the Plan? ..................................... 7
U.S. FEDERAL INCOME TAX CONSIDERATIONS ................................................................................ 8
GENERAL INFORMATION ....................................................................................................................... 9
PLAN ADMINISTRATION ......................................................................................................................... 9
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE .................................................... 10
FURTHER INFORMATION ...................................................................................................................... 10
AMENDMENT OR TERMINATION OF THE PLAN .............................................................................. 10
INTERNATIONAL PARTICIPANTS ....................................................................................................... 11
CANADIAN PARTICIPANTS .................................................................................................................. 11
CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ............................................................... 11
1
PURPOSE OF THE PLAN
The purpose of the Darden Restaurants, Inc. Employee Stock Purchase Plan (the “Plan”) is to provide an
opportunity for eligible employees of Darden Restaurants, Inc. (“we,” “us,” “Company” or “Darden”) and designated
subsidiaries to obtain an ownership interest in Darden through purchases of shares of our common stock, no par value
(the “Shares”), as an incentive to promote the profitable growth of Darden.
Through the Plan, you may:
Purchase Shares through payroll deductions and dividend reinvestment;
Purchase Shares at a discount from the market price, at either the beginning or the end of each
offering period, whichever price is lower, without paying brokerage commissions;
If you are a U.S. Participant, delay taxation on any appreciation of your Shares until you sell them;
and
Receive favorable tax treatment if you are a U.S. Participant and hold your Shares for two or more
years.
A portion of the Plan permits the purchase of Shares through an “employee stock purchase plan,” within the
meaning of Section 423(b) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and to
the extent such Shares are purchased through that portion of the Plan, it is intended that such portion of the Plan be
treated as a separate plan which shall comply with Section 423 of the Internal Revenue Code in all respects.
Separately, certain provisions of the Plan govern the purchase of Shares other than through the portion of the Plan
governed by Section 423 of the Internal Revenue Code, and it is intended that such purchases shall not be subject to
the requirements of Section 423 of the Internal Revenue Code. See “International Participants” below for more
information.
WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN
Generally, you are eligible to participate in the Plan if you have been employed by Darden or by certain of
our subsidiaries which have been designated as participating subsidiaries by the Compensation Committee of the
Board of Directors (the “Committee”). However, you may not participate in the Plan if:
You have been employed by Darden or one of our subsidiaries for less than one year;
You are employed for 20 hours or less per week, based on a bi-annual review of your average hours
during the preceding six months;
You are employed for five months or less in any calendar year;
You are subject to Section 16(b) of the Securities Exchange Act of 1934; or
You own, or would own after purchasing Shares under the Plan or exercising any other options to
acquire Shares, 5% or more of the voting power or value of our Shares.
If you have any questions regarding your eligibility to participate, please contact our Total Rewards Service
Center at (888) 374-3343.
2
HOW THE PLAN WORKS
When you enroll in the Plan, you authorize us to purchase Shares for you using your payroll deductions on
an after tax basis. Your accumulated payroll deductions will be held by us and will be used to buy whole and fractional
Shares on the last trading day of each offering period. Unless otherwise determined by the Committee, each calendar
quarter is an “offering period” under the Plan. The last trading day of each offering period is a “purchase date” under
the Plan. The Committee may, in its discretion and with prior notice, change the offering period from time to time,
provided that in no event will an offering period be greater than one year. Any notice with regard to a change in the
offering period will be given at least 10 business days prior to the beginning of that offering period.
Unless otherwise determined by the Committee, the purchase price of our Shares will be 85% of the mean
between the highest and lowest selling prices of a Share as quoted by the New York Stock Exchange on either the first
or last trading day of the offering period, whichever is lower (the “Discounted Purchase Price”). The Committee may,
in its discretion and with prior notice, change the Discounted Purchase Price from time to time, provided that in no
event will the Discounted Purchase Price be less than 85% of the mean between the highest and lowest selling prices
of a Share as quoted on the New York Stock Exchange on either the first or last trading day of the offering period,
whichever is lower. Any notice with regard to a change in the Discounted Purchase Price for any offering period will
be given at least 10 business days prior to the beginning of that offering period.
Darden will be the Custodian for the Plan, unless our Committee determines otherwise. Shares purchased
for you will be held in your account by the third party service provider designated by the Company, Morgan Stanley
Smith Barney, which will assist us with the Plan. You will not be able to sell those Shares for one year after the date
of purchase, unless you terminate employment, retire, die or become disabled.
All cash dividends and other cash distributions paid on Shares held in your account will be used to purchase
Shares in the open market on the dividend payment date or as promptly thereafter as practicable. The price per Share
will be the weighted average price per Share at which the Shares are actually purchased in the open market for the
relevant dividend payment date on behalf of all participants in the Plan. Such Shares will not be treated as being
acquired under the portion of the Plan subject to Section 423 of the Internal Revenue Code and will not be taken into
account in applying the limitations described under “How to Enroll and Purchase Shares” and “General Information”
below.
The Plan is completely voluntary, and your participation is not required. Your participation in the Plan does
not entitle you to be retained as an employee of Darden or our subsidiaries, nor will it affect in any way the right of
Darden or our subsidiaries to terminate your employment at any time, with or without cause. In addition, Darden and
our subsidiaries may dismiss you from employment at any time free from any liability or any claim under the Plan,
unless otherwise expressly provided in the Plan. No representation or warranty is given by the Company or Committee
as to the present or future benefit of participation in the Plan.
HOW TO ENROLL AND PURCHASE SHARES
To enroll in the Plan, you should contact the Company’s third party service provider, Morgan Stanley Smith
Barney (“MSSB”), at the website or telephone number listed below, and follow the procedures MSSB provides. You
should complete the enrollment process at least 10 business days prior to the beginning of the offering period in which
you want to enroll.
Morgan Stanley Smith Barney
Benefit Access website: www.benefitaccess.com
Telephone toll free: (877) 437-4785
You may designate to MSSB to purchase Shares by payroll deduction in any amount that is $10 or more per
pay period and $5,000 or less per calendar quarter. Your election will automatically carry over into the following
offering periods unless you make a change. You may not purchase more than 1,000 Shares in any calendar quarter.
In addition, no participant may purchase Shares pursuant to the portion of the Plan subject to Section 423 of the
3
Internal Revenue Code if such Shares, together with Shares purchased by such participant under all other “employee
stock purchase plans,” as defined in Section 423(b) of the Internal Revenue Code, would have a fair market value in
excess of $25,000 per calendar year. The Committee may adopt additional rules related to the enrollment and share
purchase process.
MAKING CHANGES IN YOUR ELECTIONS
You may make the following changes in your elections:
Increase or decrease your contributions.
You may increase or decrease the amount you are contributing by contacting
MSSB using the website or telephone number listed above under “How to Enroll
and Purchase Shares.” Requests to increase or decrease payroll deductions should
be submitted at least 10 business days before the end of the current offering
period. The new election will become effective as of the first full pay period of
the next offering period after the request is submitted to MSSB.
Cease your payroll deductions and withdraw accumulated cash.
You may cease payroll deductions by submitting a request to MSSB using the
website or telephone number listed above under “How to Enroll and Purchase
Shares.” Your payroll deductions will stop as soon as practicable after you submit
your request. If your request is received by MSSB at least 10 business days prior
to the last trading day of the offering period, you may elect to withdraw from the
Plan any payroll deductions or cash dividends accumulated in your account. In
that case, you will receive your cash within 30 days after the end of the offering
period. If such request is not received by MSSB at least 10 business days prior to
the last trading day of the offering period, any payroll deductions and cash
dividends in your account will be applied to purchase Shares in accordance with
the Plan. No interest will be payable to you on any accumulated cash withdrawn
from the Plan.
QUESTIONS AND ANSWERS
When may I enroll?
You may enroll in the Plan after you have been employed by Darden (or by certain of our subsidiaries) for
one year and meet the other eligibility requirements described above under “Who is Eligible to Participate in the Plan.”
What forms do I need to complete in order to enroll in or withdraw from the Plan, or to change my payroll
deduction election?
All enrollments, payroll deduction changes and requests for withdrawal must be submitted to MSSB using
the website or telephone number listed above under “How to Enroll and Purchase Shares.”
4
What are the deadlines for submitting enrollments and making changes to my payroll deduction election?
Submit Enrollments
Submit enrollments at least 10 business days before the beginning of the offering period in which
you want to enroll.
Increase or Decrease Payroll Deductions
Requests to increase or decrease payroll deductions should be submitted at least 10 business days
before the end of the current offering period and will become effective as of the first full pay period
of the next offering period.
What is the deadline for submitting a request to stop payroll deductions and withdraw accumulated cash
from the Plan?
Cease Payroll Deductions
Requests to cease payroll deductions may be submitted at any time and will become effective as
soon as administratively practicable after your request is received by MSSB.
Voluntarily Withdraw Accumulated Cash from the Plan
Requests to withdraw your accumulated payroll deductions and cash dividends
from the Plan should be submitted at least 10 business days prior to the last trading
day of the offering period if you do not want them applied to purchase Shares in
accordance with the Plan on the next purchase date. You will receive your
accumulated payroll deductions and cash dividends in your account in cash within
30 days after the end of the offering period. No interest will be payable to you on
any accumulated cash withdrawn from the Plan.
When may payroll deductions begin?
Payroll deductions may commence at the beginning of the first offering period following your enrollment,
provided that you complete your enrollment with MSSB prior to the beginning of such offering period and within the
time period specified by the Committee.
How long will payroll deductions last, and will they apply to every check I receive?
Payroll deductions will continue until you stop deductions, or are no longer eligible to participate in the Plan.
Deductions will apply to your paychecks for salary and wages but not to any bonus checks or other types of special
compensation or reimbursements.
If I cease payroll deductions, when may I begin them again?
If you voluntarily cease payroll deductions, you will not be eligible to begin them again until the beginning
of the next offering period following the date of such cessation, and only if you comply with the enrollment procedures
described above under “How to Enroll and Purchase Shares.”
What happens if my paycheck does not cover the $10 minimum deduction some weeks?
No deduction will be made that week, but you may contact the Total Rewards Service Center to discuss
whether other arrangements may allow you to continue contributing to the Plan.
5
What happens to my money during the offering period?
Money collected through payroll deductions during the offering period will be deposited in a Darden account
and will not be credited with interest.
When are Shares purchased under the Plan?
The purchase date for Shares is the last trading day of each offering period. However, the Custodian may
defer the purchase of Shares during periods of market instability whenever the Custodian determines that such a
deferred purchase will protect the interests of the Plan’s participants. If the purchases for all participants for any
offering period would otherwise cause the aggregate number of Shares sold under the Plan to exceed the number of
Shares specified under “General Information” below, each participant will be allocated a pro rata portion of the Shares
to be sold for such offering period.
What happens if I decide not to buy Shares after enrolling?
You may stop payroll deductions and withdraw accumulated cash from the Plan by submitting a request to
MSSB. See “Making Changes in Your Elections” above for additional information.
What happens if I am no longer eligible to participate?
If you continue to be employed by us or our designated subsidiaries but you are no longer eligible to
participate in the Plan for any reason, your participation in the Plan will stop as of the date you are no longer eligible
to participate. All payroll deductions will cease to be effective as of the first date of ineligibility, and the amount of
any payroll deductions and cash dividends in your account will be applied to purchase Shares in accordance with the
Plan unless you notify the Total Rewards Service Center at least 10 business days prior to the last trading day in the
offering period and elect to receive the entire cash balance in your account. In that case, you will receive your cash
within 30 days after the end of the offering period. No interest will be payable to you with respect to any such amounts.
Previously purchased Shares may be retained in the Plan, unless otherwise instructed by you. Any dividends on the
Shares retained in the Plan after the date of your ineligibility will be paid directly to you and will not be reinvested.
What happens if I terminate employment because of termination, retirement, death or disability?
If you terminate employment, all further payroll deductions will stop as of the date of such termination. You
will receive the entire cash balance in your account in cash, together with all Shares held in the Plan which have been
allocated to your account and cash equal to any fractional Share in such account, within 30 days following the date of
such termination. No interest will be payable to you with respect to any such amounts. Any dividends on the Shares
after the date of your termination will be paid directly to you (or your beneficiary or estate). After termination of
employment, you should notify MSSB directly of any changes in your name or address.
How do I designate a beneficiary under the Plan?
You may designate a person or persons, firm, corporation or other entity as your beneficiary by completing
and submitting the “Transfer on Death (“TOD”) Agreement for Stock Plan Participants” form available on krowD, or
by contacting the Total Rewards Service Center. Please follow the completion and submission instructions provided
on the form. Even if you previously completed a beneficiary designation form for the Plan, you must complete a TOD
Agreement form. If you do not complete a TOD Agreement form, your beneficiary will be your estate. We also urge
you to consult your own tax advisor prior to completing a TOD Agreement form.
6
Who will pay for the brokerage commissions, and the recordkeeping and administrative costs associated with
the Plan?
We will pay for the recordkeeping and administrative costs of the Plan along with any brokerage commissions
and fees associated with the purchase of Shares under the Plan. You will be responsible for the costs associated with
the sale of your Shares when you choose to sell them or the issuance of stock certificates upon your request or in
connection with a withdrawal of Shares.
Will I receive a statement of my account?
Yes. You will receive a quarterly statement from MSSB. It will include the following information:
Total number of Shares purchased;
Dates on which those Shares were allocated to your account;
Purchase prices of the Shares purchased; and
Any cash balances in your account.
You can also access your Plan account through MSSB’s Benefit Access website or telephone number listed
above under “How to Enroll and Purchase Shares.”
May I withdraw from the Plan and get actual stock certificates for the Shares I own?
Yes. You may withdraw from the Plan at any time and request that MSSB deliver stock certificates to you
for the number of whole Shares in your account by calling MSSB. The stock certificates will be registered in your
name. Any stock certificates for Shares delivered prior to the expiration of the one-year holding period will contain a
legend to reflect the restriction on transfer. On Shares for which a stock certificate has been issued, dividends will not
be reinvested, but will be paid by check. You are responsible for the costs associated with the issuance of stock
certificates.
After I receive my stock certificates, how can I make changes to my name on the certificate and whom should
I notify regarding an address change or a lost certificate?
In any of these situations, contact our transfer agent, Wells Fargo Bank, N.A., at (877) 602-7596. Please
note that there may be a charge for the replacement of a lost certificate or the issuance of a changed certificate.
May I sell my Shares?
Yes, you may sell your Shares after the one-year holding period. You may also sell your Shares before the
end of the one-year holding period in the event you terminate employment, retire, die or become disabled. You may
sell all or some of your Shares through MSSB using their Benefit Access website or by contacting them at their
telephone number listed above, or through another brokerage firm. In order to sell your Shares through another
brokerage firm, you would first need to obtain your stock certificates (see above). You are responsible for the
brokerage commissions associated with the sale of your Shares. MSSB will provide its current brokerage commission
rate upon request.
May I transfer other Darden Shares I own to the Plan and consolidate the recordkeeping?
No. The recordkeeping system for the Plan is designed to track only the Shares purchased under the Plan.
7
As a shareholder will I have voting rights with respect to the Shares in my account?
Yes. You may vote all Shares in your account as of the applicable record date set for a shareholder meeting.
You will receive all information forwarded to shareholders generally, including a notice of internet availability of
proxy materials.
Am I entitled to any dividends paid on the Shares in my account?
Yes. All cash dividends and other cash distributions paid on Shares held in your account will be reinvested
in the Plan and used to purchase Shares in the open market on the dividend payment date or as promptly thereafter as
practicable. The price per Share will be the weighted average price per Share at which the Shares are actually
purchased in the open market for the relevant dividend payment date on behalf of all participants in the Plan. Such
Shares will not be treated as being acquired under the portion of the Plan subject to Section 423 of the Internal Revenue
Code and will not be taken into account in applying the limitations described above under “How to Enroll and Purchase
Shares” and below under “General Information.” All non-cash dividends and other non-cash distributions paid on
Shares held in your account will be held by the Custodian for your benefit, subject to such rules as may be established
by the Committee.
May I elect to receive dividends on my Shares in cash rather than reinvesting them in additional Shares?
No. All cash dividends and other cash distributions paid on Shares held in your account will be reinvested
in the Plan to purchase additional Shares. The only exception is that if you are no longer eligible to participate in the
Plan, and you elect to retain your previously purchased Shares in the Plan, then as indicated above, the dividends on
those Shares will be paid to you in cash.
What will happen if there is a stock split?
Adjustments will be made in the number of Shares in your account to reflect any stock split, stock dividend
or similar changes.
How will I know how much income to report on my tax return?
See the applicable section that follows regarding tax considerations and consult your tax advisor.
Could I lose money in the Plan?
Yes. Remember that investing in stock involves risk, and we cannot guarantee that you will make money on
your Shares. Although you purchase Shares under the Plan at the Discounted Purchase Price, there is a one-year
holding period before you may sell your Shares. If the stock price goes down, your Shares could be worth less than
the amount you paid for them.
Does our insider trading policy apply to purchases and sales in the Plan?
Yes, in part. Our Policy Statement on Insider Trading (RP-15) (the “Policy”) applies to voluntary
transactions under the Plan, including: (a) your initial election to enroll in the Plan and begin payroll deductions for
any offering period, (b) your election to increase or decrease the amount of your automatic payroll deductions to the
Plan, (c) your election to cease payroll deductions altogether and withdraw any accumulated cash, and (d) your election
to sell Shares that were purchased pursuant to the Plan, none of which should be effected at a time when you possess
material nonpublic information about Darden. The Insider Trading Policy does not apply, however, to automatic
periodic purchases of Shares through payroll deduction under the Plan. If you participate in the Plan, then provided
you do not possess material nonpublic information about Darden at the time you enroll in the Plan and begin payroll
deductions, all subsequent automatic purchases by payroll deduction are permitted without restriction under the Policy.
For more information about the Plan and the insider trading rules, see RP-15, a copy of which is posted on our website
at www.darden.com under Investors > Corporate Governance.
8
U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following is a brief summary of the U.S. federal income tax aspects of the share purchase rights that may
be granted under the Plan based upon U.S. federal income tax laws in effect on the date of this prospectus. The
following description applies to U.S. citizens and residents who participate in the Plan (“U.S. Participants”).
Participants who are neither U.S. citizens nor residents but who perform services in the United States may also be
subject to U.S. federal income tax under some circumstances. In addition, former citizens or long-term residents of
the United States may be subject to special expatriate tax rules, which are not addressed in this summary.
Due to the complexity of the applicable provisions of the Internal Revenue Code, this prospectus describes
only the general federal tax principles affecting awards that may be granted under the Plan. Depending on individual
facts and circumstances, these general tax principles might not apply to you. In addition, these general tax principles
are subject to changes that may be brought about by subsequent legislation or by regulations and administrative
rulings, which may be applied on a retroactive basis.
You also may be subject to state, local or foreign income taxes and you should refer to the applicable laws
in those jurisdictions. For a description of certain Canadian federal income tax considerations, see “Canadian Federal
Income Tax Considerations” below.
For all of these reasons, we urge you to consult your own tax advisor to determine your tax liability in
connection with your participation in the Plan.
The right of U.S. Participants to make purchases of Shares pursuant to the Plan is intended to be eligible for
the favorable tax treatment provided by Sections 421 and 423 of the Internal Revenue Code. After-tax amounts are
used to acquire shares under the Plan. A U.S. Participant will realize no income upon the grant of the share purchase
rights or upon the purchase of Shares under the Plan, and we will not be entitled to any deduction at the time of grant
of the rights or purchase of the Shares. Taxable income will not be recognized until there is a sale or other disposition
of the Shares acquired under the Plan.
The amount of a U.S. Participant’s tax liability upon disposition of the Shares acquired will depend on
whether or not the U.S. Participant satisfies the prescribed holding period as summarized below. If the U.S. Participant
holds the Shares purchased for the prescribed holding period of two years from the grant of the share purchase right
and one year from the purchase date, then upon disposition of Shares we will receive no deduction and the U.S.
Participant will recognize:
ordinary income on the lesser of the U.S. Participant’s gain on the sale or the purchase price discount
under the Plan, applied to the fair market value of the Shares at the first day of the offering period;
and
long-term capital gain (or loss) on the difference between the sale price and the sum of the purchase
price and any ordinary income recognized on the disposition.
However, consequences for both us and the U.S. Participant would differ if the U.S. Participant did not satisfy
the prescribed holding period described above. In the event that the Shares are sold or disposed of (including by way
of gift) before the expiration of the prescribed holding periods, the excess of the fair market value of the Shares on the
date such Shares are purchased over the purchase price of such Shares will be treated as ordinary income to the U.S.
Participant. This excess will constitute ordinary income in the year of sale or other disposition even if no gain is
realized on the sale or a gratuitous transfer of the Shares is made. The balance of any gain or loss will be treated as
capital gain or loss and will be treated as long-term capital gain or loss if the Shares have been held more than one
year. We ordinarily will be allowed a tax deduction at the time and in the amount of the ordinary income recognized
by the U.S. Participant.
Dividends that are reinvested for a U.S. Participant are subject to income taxes as if they had been paid
directly to the U.S. Participant in cash on the applicable dividend payment date. Dividend amounts ordinarily are not
9
subject to U.S. federal income tax withholding by Darden. However, a back-up withholding tax at a rate of 28% may
be required for reasons specified under the Internal Revenue Code, which include a U.S. Participant’s failure to
provide Darden with his or her taxpayer identification number. Dividend income to any U.S. Participant will be
reported to him or her and to the Internal Revenue Service on Form 1099-Div.
A U.S. Participant will not recognize any taxable income when stock certificates for whole Shares are issued
to the U.S. Participant. However, a U.S. Participant will recognize gain or loss when the U.S. Participant sells his or
her Shares or when the U.S. Participant receives a check covering the value of any fractional share. For Shares
acquired under the Plan through dividend reinvestment, the amount of gain or loss will be the difference between the
amount the U.S. Participant receives upon the sale of the Shares and the U.S. Participant’s cost basis of the Shares.
The cost basis of the U.S. Participant’s Shares will be equal to their purchase price as indicated on the U.S.
Participant’s quarterly statement for the Plan. A U.S. Participant’s gain or loss will be long-term or short-term
depending upon whether the Shares have been held for more or less than one year (for tax purposes, measured from
the date on which the Shares were purchased through dividend reinvestment). Accordingly, the U.S. Participant
should retain his or her quarterly or fourth-quarter statements for the Plan for the U.S. Participant’s tax records.
GENERAL INFORMATION
The Plan was adopted and approved by our Board of Directors on June 23, 1998, approved by our
shareholders on September 24, 1998, and became effective on January 1, 1999. Amendments to the Plan were
approved by our Board of Directors on June 15, 2004, and by our shareholders on September 29, 2004, and were
effective on January 1, 2005. Minor administrative amendments to the Plan were approved on December 15, 2010.
Other amendments to the Plan were adopted by the Board of Directors on March 23, 2011, effective on January 1,
2012, and approved by our shareholders on September 22, 2011. The Plan is not an employee benefit plan subject to
the provisions of the Employee Retirement Income Security Act of 1974, as amended, and is not qualified under
Section 401(a) of the Internal Revenue Code.
A total of 5,100,000 Shares have been authorized for purchase under the Plan. That number may be adjusted
by our Board of Directors to reflect any stock dividend, stock split, recapitalization, share combination or similar
change in our capitalization. The Shares available for purchase under the Plan may be authorized but unissued Shares,
treasury Shares or Shares acquired in the open market or otherwise. Up to 5,100,000 of the available Shares shall be
available as part of the Plan which is subject to Section 423 of the Internal Revenue Code.
Your rights to purchase Shares under the Plan may be exercised only by you and such rights are not assignable
or transferable. Any attempted assignment or transfer of, or creation of a security interest in or attachment by creditors
of, any funds or Shares held under the Plan will not be recognized or honored, except as otherwise may be required
by law.
PLAN ADMINISTRATION
The Plan is administered by the Committee or its delegates, as determined below. The Committee does not
receive additional compensation for serving as administrator of the Plan.
Subject to the provisions of the Plan, the Committee has the authority to administer the Plan, including
authority to interpret any provision of the Plan and to adopt rules for administering the Plan as it may deem necessary.
Decisions of the Committee are final and binding on all parties who have an interest in the Plan. The Committee may
delegate its authority to administer the Plan to a custodian and/or to such directors, officers, employees or agents of
Darden as it may deem appropriate from time to time. Notices to the Committee should be addressed as follows:
10
Darden Restaurants, Inc.
1000 Darden Center Drive
Orlando, FL 32837
Attn: Compensation Committee
c/o General Counsel and Secretary
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We file annual, quarterly and special reports, proxy statements and other information with the U.S. Securities
and Exchange Commission (the “SEC”). The SEC allows us to incorporate by reference some of the information we
file with it, which means that we can disclose important information to you by referring you to those documents. The
information that we incorporate by reference is considered to be part of this prospectus, and later information that we
file with the SEC will automatically update and supersede this information. We incorporate by reference the
documents listed below and any future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until our offering is completed:
our latest annual report on Form 10-K, which contains our audited financial statements for our latest
fiscal year;
our quarterly reports on Form 10-Q and current reports on Form 8-K filed with the SEC since the
end of our last fiscal year; and
the description of our common stock contained in any registration statement or report filed by us
under the Securities Exchange Act of 1934, including any amendment or report filed for the purpose
of updating such description.
We will provide you at no cost, upon your written or oral request, a copy of any or all of the documents
incorporated by reference in this prospectus (other than exhibits, unless such exhibits are specifically incorporated by
reference into such documents) and any report, proxy statement or other communication distributed by us to our
shareholders generally.
Requests for such copies should be directed to Darden Restaurants, Inc., Investor Relations, 1000 Darden
Center Drive, Orlando, FL 32837, or by calling (800) 832-7336.
FURTHER INFORMATION
This prospectus provides a summary of the Darden Restaurants, Inc. Employee Stock Purchase Plan. The
official Plan document governs if any discrepancies occur between the information in this prospectus and the Plan
document.
A copy of the Plan is available for review. Please direct any inquiries by writing to Darden Restaurants, Inc.,
Total Rewards Service Center, 1000 Darden Center Drive, Orlando, FL 32837, or by calling (407) 245-4000.
AMENDMENT OR TERMINATION OF THE PLAN
The Committee may terminate or amend the Plan at any time. However, our shareholders must approve any
amendment that would change the class of individuals eligible to participate in the Plan, increase the number of Shares
available for purchase under the Plan, or decrease the Discounted Purchase Price below 85% of the mean between the
highest and lowest selling prices of a Share as quoted by the New York Stock Exchange on either the first or last
trading day of the offering period, whichever is lower. The Plan shall automatically terminate when all Shares
provided for under “General Information” above have been sold. No termination or amendment of the Plan shall
impair your rights under the Plan to receive any Shares which have been allocated to your account, together with the
amount of any payroll deductions and cash dividends in your account which have not been applied to the purchase of
Shares.
11
INTERNATIONAL PARTICIPANTS
The Committee has the power and authority to allow certain of our subsidiaries to adopt and join in the
portion of the Plan that is not intended to comply with Section 423 of the Internal Revenue Code and to allow
employees of such subsidiaries who work or reside outside of the United States an opportunity to acquire Shares in
accordance with such special terms and conditions as the Committee may establish from time to time. Without limiting
the authority of the Committee, the special terms and conditions which may be established with respect to any foreign
country, and which need not be the same for all foreign countries, include but are not limited to the right to participate,
procedures for elections to participate, the payment of any interest with respect to amounts received from or credited
to accounts held for the benefit of participants, the purchase price of any Shares to be acquired, the length of any
offering period, the maximum amount of contributions, credits or Shares which may be acquired by any participating
employees, and a participating employee’s rights in the event of his or her death, disability, withdrawal from
participation in the purchase of Shares hereunder, or termination of employment. Any purchases made by such
international participants will not be subject to the requirements of Section 423 of the Internal Revenue Code. As of
the date of this prospectus, employees of GMRI Canada, Inc. are the only employees working or residing outside the
United States who are eligible to participate in the Plan. See “Canadian Participants” below.
CANADIAN PARTICIPANTS
Employees of GMRI Canada, Inc. are permitted to participate in the Plan pursuant to the terms and conditions
set forth in the Plan and described in this prospectus, except as modified by the following special terms and conditions:
For purposes of the second paragraph under “How to Enroll and Purchase Shares,” such participant
may specify as the amount to be deducted from his or her compensation an amount that may not
exceed the Canadian dollar equivalent of $5,000 (U.S. dollars) per calendar quarter (calculated
based on the exchange rate on the purchase date for that calendar quarter) and which may not be
less than $10 (Canadian dollars) per pay period.
For purposes of “What happens if I terminate employment, retire, die or become disabled?” question
above, the date of termination of employment shall mean the earlier of the date that the participant
is notified that his or her employment has been terminated and the date on which the participant
provides notice of termination of his or her employment.
Participation in the Plan by persons employed in Canada is voluntary, and Shares acquired by such
participants (or their estates) under the Plan shall only be disposed of over the New York Stock
Exchange or as otherwise may be permitted under Canadian securities law.
For greater certainty, in order to satisfy source deductions and tax remittance obligations in respect
of benefits realized under the Plan, Darden and any of our affiliates shall be entitled to deduct taxes
and other similar amounts, including employment insurance and Canada and provincial pension plan
contributions, from any amounts paid to or property distributed to participants (pursuant to the Plan
or otherwise) who are or were employed or resident in Canada.
Any purchases made by such Canadian participants will not be subject to the requirements of Section 423 of
the Internal Revenue Code.
CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of the principal Canadian federal income tax considerations generally applicable
under the Income Tax Act (Canada) and the regulations thereunder to the acquisition of Shares pursuant to the Plan
and the sale of Shares acquired under the Plan. The following discussion is applicable to you if you, for purposes of
the Income Tax Act (Canada), (1) are at all times a resident of Canada, (2) are an employee of GMRI Canada, Inc. at
all relevant times, (3) are entitled to acquire Shares under the Plan by virtue of such employment, (4) at all times deal
at arm’s length with Darden and GMRI Canada, Inc., and (5) will hold any Shares acquired under the Plan as capital
12
property. The summary assumes that Darden is not, and will not at any time be, a foreign affiliate of you for purposes
of the Income Tax Act (Canada).
At the time that Shares (including fractional Shares) are acquired by you under the Plan, you will be
considered to have received a benefit in an amount by which the fair market value of the Shares (including fractional
Shares) at the date such Shares (including fractional Shares) are acquired, exceeds the purchase price paid by you for
such Shares (including fractional Shares). The amount of the benefit will be required to be included in your income
from employment for the year in which such Shares are acquired.
The benefit included in your income as a result of your acquisition of Shares will be added to the cost to you
of such Shares. In general, the cost of such Shares must be averaged with the adjusted cost base of any other Shares
held by you as capital property for purposes of computing the adjusted cost base of each such Share that you own.
Certain exceptions to this cost averaging rule may apply to you depending on your particular circumstances.
In certain circumstances, amounts may be deducted or withheld by Darden or GMRI Canada, Inc. from
benefits which you may realize pursuant to the Plan or from other remuneration on account of taxes or other similar
amounts that may be applicable in respect of such benefits.
Upon a disposition, other than to Darden, of the Shares (including fractional Shares) acquired under the Plan,
you will generally realize a capital gain (or capital loss) equal to the amount, if any, by which the proceeds of
disposition exceed (or are exceeded by) the adjusted cost base of such Shares (including fractional Shares) to you
immediately prior to such disposition and any reasonable costs of disposition. Special rules regarding the order of
disposition of identical shares may apply to you in certain circumstances.
You will be required to include in your income for tax purposes the amount of all dividends paid to you on
Shares acquired under the Plan, even if the dividends are used to acquire additional Shares under the Plan. Such
dividends will not be subject to the dividend gross-up and tax credit rules that are applicable to taxable dividends paid
to individuals by taxable Canadian corporations. You may be entitled to claim a foreign tax credit in respect of any
foreign tax paid on such dividends.
The Income Tax Act (Canada) contains rules regarding the taxation of certain holdings of “offshore
investment fund property.” You should consult your own tax advisors regarding the potential application of the rules
in respect of your ownership of Shares (as the rules may affect certain considerations described above).
If the aggregate cost amount of Shares owned by you, combined with the cost amount to you of other
“specified foreign property” held by you, exceeds Canadian $100,000 in a calendar year, you will be required to file
an additional information return with your Canadian tax return for that calendar year.
This summary is based on the provisions of the Income Tax Act (Canada) and the regulations in force as of
the date of this prospectus, all proposals to amend such act and regulations publicly announced by the Canadian
Department of Finance prior to the date of this prospectus, and on the administrative policies and assessing practices
of the Canada Revenue Agency made publicly available prior to the date of this prospectus. There can be no assurance
that the proposals to amend the Income Tax Act (Canada) or regulations thereunder will be enacted in the form
currently proposed or at all. Except for the foregoing, this summary does not take into account or anticipate any
changes to the Income Tax Act (Canada), regulations or administrative policies or assessing practices, whether by
legislative, judicial or governmental action. This summary of certain Canadian federal income tax considerations does
not take into account any provincial, territorial or foreign tax considerations. For purposes of the Income Tax Act
(Canada), all amounts relating to the acquisition, holding or disposition of Shares (including the amount of any benefit
realized by you, dividends, adjusted cost base and proceeds of disposition) must be expressed in Canadian dollars;
amounts denominated in United States dollars must be converted into Canadian dollars in accordance with the detailed
rules in the Income Tax Act (Canada) in that regard.
13
This summary is of a general nature only, and is not intended to be, and should not be construed to be,
legal or tax advice to you. You should consult your own tax advisors for advice with respect to your particular
circumstances.
DARDEN RESTAURANTS, INC.
EMPLOYEE STOCK PURCHASE PLAN Amended and Restated Effective January 1, 2012
1. Purpose of the Plan. The purpose of the Darden Restaurants, Inc. Employee
Stock Purchase Plan (the “Plan”) is to provide an opportunity for eligible employees of Darden
Restaurants, Inc. (the “Company”) and designated subsidiaries to obtain an ownership interest in
the Company through purchases of shares of the Company’s common stock, no par value (being
referred to herein as the “Shares”), as an incentive to promote the profitable growth of the
Company. A portion of the Plan permits the purchase of Shares through an “employee stock
purchase plan,” within the meaning of Section 423(b) of the Internal Revenue Code of 1986, as
amended (the “Code”), and to the extent such Shares are purchased through that portion of the
Plan, it is intended that such portion of the Plan be treated as a separate plan which shall comply
with Section 423 of the Code in all respects. Separately, to the extent provided in Section 18 and
Section 26 of this Plan document, certain provisions of this Plan document govern the purchase
of Shares other than through the portion of the Plan governed by Section 423 of the Code and it
is intended that such purchases shall not be subject to the requirements of Section 423 of the
Code.
2. Subsidiary. For purposes of the Plan, the term “subsidiary” shall mean any
corporation (whether or not in existence at the time the Plan is adopted) which is a subsidiary of
the Company under the definition of “subsidiary corporation” contained in Section 424(f) of the
Code, or any similar provision hereafter enacted. The term “designated subsidiary” is any
subsidiary, as defined in the preceding sentence, which is designated as a participating subsidiary
by the Compensation Committee of the Board of Directors of the Company (the “Committee”).
3. Shares Subject to the Plan. There shall be available Five Million One Hundred
Thousand (5,100,000) Shares for purchase under the Plan.
The number of Shares which may be issued under the Plan shall be equitably
adjusted by the Board to reflect any stock dividend, stock split, recapitalization, share
combination, or similar change in the capitalization of the Company. The Shares available for
purchase under the Plan may be authorized but unissued shares, treasury shares or shares
acquired in the open market or otherwise. All of the available Shares shall be available as part of
this Plan which is subject to Section 423 of the Code.
4. Custodian. The Company shall be the Custodian for the Plan, unless the
Committee shall in its discretion select a third party to be the Custodian. Such Custodian shall
be known as the Custodian for the Employee Stock Purchase Plan (the “Custodian”).
5. Eligibility Requirements and Joining the Plan.
a. With respect to the portion of this Plan subject to Section 423 of the Code,
any employee of the Company or a designated subsidiary shall be “eligible” to participate in the
Plan, other than (i) employees whose “customary employment” is twenty (20) hours or less per
14
week, (ii) employees whose customary employment is for not more than five (5) months in any
calendar year, (iii) employees who have been employed for less than one (1) year from hire date,
(iv) persons who are both highly compensated employees (within the meaning of Section 414(q)
of the Code) and subject to Section 16(b) of the Securities Exchange Act of 1934, and (v)
employees who, immediately after the grant of the right to purchase Shares hereunder, would
own (within the meaning of Section 423(b)(3) of the Code) shares (including Shares which such
employee may purchase under the Plan or shares under any outstanding option) possessing five
percent (5%) or more of the total combined voting power or value of all classes of the capital
stock of the Company or of any subsidiary. “Customary employment” of twenty (20) hours or
less per week shall be determined, after one (1) year of employment, bi-annually, based on the
average of such hours during the preceding six (6) month period, and such determination shall
affect eligibility only for Offering Periods commencing after such determination.
b. Any eligible employee may enroll in the Plan by contacting the third party
service provider designated by the Company (“Service Provider”). Except in the case of
subsequent ineligibility or withdrawal from the Plan, he or she may commence payroll
deductions at the beginning of the first Offering Period (hereinafter defined) following
enrollment, provided that the enrollment is completed prior to the beginning of such Offering
Period and in accordance with rules established by the Committee. Employees participating in
the Plan are referred to as “Participants.”
6. Stock Purchases Through Payroll Deductions.
a. An employee wishing to purchase Shares pursuant to the Plan must do so
by payroll deduction in accordance with rules established by the Committee. A Participant may
specify the amount to be deducted from his or her compensation an amount that may not exceed
$5,000 per calendar quarter and which may not be less than $10 per pay period.
b. Pursuant to rules established by the Committee, a Participant may, by Contacting the Service Provider, (i) increase or decrease the amount to be deducted from his or
her compensation effective as of the first full pay period of the next Offering Period; or (ii)
cease all deductions from his or her compensation as soon as practicable thereafter by
withdrawing from the Plan as described in Section 12.
c. Notwithstanding the foregoing, with respect to Shares acquired pursuant to the portion of the Plan subject to Section 423 of the Code, no Participant shall have the right to
purchase Shares under the Plan if such right would permit such employee to purchase Shares
under the Plan and shares under all other “employee stock purchase plans,” as defined in Section
423(b) of the Code, of the Company and its subsidiaries at an aggregate rate exceeding $25,000
of the fair market value of such shares (determined as of the date such right to purchase is
granted) for each calendar year in which such right to purchase is outstanding at any time, as in
accordance with the provisions of Section 423(b)(8) of the Code and any regulations
promulgated thereunder. In addition, no Participant may purchase greater than 1,000 Shares
during a calendar quarter.
7. Maintenance of Employees’ Contributions. The Company will retain, on
behalf of each Participant, the amounts withheld from each Participant’s compensation pursuant
15
to Section 6.a. The Company will apply such amounts to the Participant’s purchase of Shares in
accordance with the provisions of the Plan. No interest will be paid to the Participants on such
amounts.
8. Duties of Custodian; Stock Purchase Accounts. The Company will hold as
Custodian all funds received by it under the Plan and all of the Shares acquired under the Plan,
until delivery thereof to the Participants hereunder. The Custodian or its designee shall establish
and maintain an account in the name of each Participant for the purpose of tracking (i) the
amounts withheld from such Participant’s compensation pursuant to Section 6.a., (ii) the number
of whole and fractional Shares held by such Participant, and (iii) the amount of any dividends or
other distributions paid on Shares held in such Participant’s account. The Custodian may rely on
all orders, requests, and instructions with respect to the Plan given in writing and signed by the
Chairman of the Committee and the Custodian shall not be liable to any person for any action
taken in accordance therewith.
9. Purchase of Shares.
a. Unless otherwise determined and announced by the Committee at least ten
(10) business days prior to the beginning of an Offering Period, each calendar quarter shall be an
“Offering Period” under the Plan. The Committee may, in its discretion, change the Offering
Period from time to time; provided, that any change in the Offering Period must be announced at
least ten (10) business days prior to the beginning of the new Offering Period; and provided
further, that in no event shall an Offering Period be greater than one (1) year.
b. On the last day of each Offering Period during which trading in securities
generally occurs on the New York Stock Exchange (the “Purchase Date”), the Custodian shall
apply the funds accumulated in each Participant’s account pursuant to Section 6.a. to the
purchase of Shares. Unless otherwise determined and announced by the Committee at least ten
(10) business days prior to the beginning of an Offering Period, the purchase price of Shares as of the Purchase Date shall be eighty-five percent (85%) of the mean between the highest and lowest selling prices of a share as quoted on the New York Stock Exchange on either (i) the last day of the Offering Period during which trading in securities generally occurs on the New York Stock Exchange or (ii) the first day of the Offering Period during which trading in securities generally occurs on the New York Stock Exchange, whichever is lower (the “Discounted Purchase Price”). The Committee may, in its discretion, change the Discounted Purchase Price from time to time; provided, that any change in the Discounted Purchase Price must be announced at least ten (10) business days prior to the beginning of an Offering Period in order to be effective for that Offering Period; and provided further, that in no event shall the Discounted Purchase Price be less than eighty-five percent (85%) of the mean between the highest and lowest selling prices of a share as quoted on the New York Stock Exchange on either (i) the last day of the Offering Period during which trading in securities generally occurs on the New York Stock Exchange or (ii) the first day of the Offering Period during which trading in securities generally occurs on the New York Stock Exchange, whichever is lower. The Custodian shall purchase as many whole Shares and fractional Shares at the Discounted Purchase Price as may be purchased with the funds accumulated in each Participant’s account pursuant to Section 6.a. as of the Purchase Date. Notwithstanding the foregoing, the Custodian shall have the right to
16
defer the purchase of Shares during periods of extreme market instability whenever the
Custodian determines that such a deferred purchase will protect the interests of Participants. All
purchases of Shares shall be made in the name of the Custodian or its nominee. If the purchases
for all Participants for any Offering Period would otherwise cause the aggregate number of
Shares sold under the Plan to exceed the number of Shares specified in Section 3 of the Plan,
each Participant shall be allocated a pro rata portion of the Shares to be sold for such Offering
Period.
10. Transfer of Shares to Participants.
a. A Participant at any time may request that the Shares accumulated on his
or her behalf under the Plan be transferred from the name of the Custodian into the name of the
Participant, and subject to the proviso contained in the following paragraph b., a certificate
evidencing such Shares (the “Certificated Shares”) shall be issued in the name of and delivered
to the Participant. Dividends paid on Certificated Shares owned by Participants shall not be
reinvested under the Plan in accordance with Section 18, but instead will be paid to the
Participant as soon as practicable.
b. Shares acquired under the Plan may not be sold or otherwise disposed of
for at least one (1) year after the date on which the Shares were acquired by the Custodian for the
account of the Participant, except in the case of termination of employment, retirement, death, or
disability. Any Certificated Shares delivered to a Participant prior to the expiration of such one-
year period shall contain a legend to reflect such restriction.
11. Shares Retained by Custodian. All rights accruing to an owner of record of
Shares held by the Custodian shall belong to and be vested in the Participant for whose account
such Shares are being held, including the right to all dividends declared in respect of such
Shares, and the right to receive all notices of shareholders’ meetings and to vote thereat to the
same extent as if such Shares were held for the Participant in street name by a member firm of
the New York Stock Exchange.
12. Withdrawal from the Plan.
a. Involuntary Withdrawal. Any Participant who for any reason ceases to be
eligible to participate in the Plan, but continues to be employed by the Company or any
designated subsidiary (“Non-eligible Employee”) shall be withdrawn from the Plan and shall no
longer be eligible to purchase Shares pursuant to the Plan. All payroll deductions shall cease to
be effective as of the first date of ineligibility, and the amount of any payroll deductions and cash
dividends in his or her account shall be applied to purchase Shares in accordance with the
applicable provisions of the Plan, unless such Non-eligible Employee has contacted the Total
Rewards Service Center at least ten (10) business days prior to the next Purchase Date and,
subject to such terms and conditions as the Committee in its discretion may impose, elected to
receive the entire cash balance in his or her account in cash within thirty (30) days after the end
of the Offering Period. No interest will accrue for the benefit of, or be payable to, the Non-
Eligible Employee with respect to any such amounts. Previously purchased Shares may be
17
retained by the Custodian, unless otherwise instructed by the Non-eligible Employee. Any
dividends on Shares after the date of ineligibility shall be paid to the Non-eligible Employee.
b. Voluntary Withdrawal. Any Participant may voluntarily withdraw from
the Plan by submitting a request for withdrawal to the Service Provider in accordance with rules
established by the Committee. All payroll deductions shall cease to be effective as soon as
administratively practicable thereafter, and the amount of any payroll deductions and cash
dividends in his or her account shall be applied to purchase Shares in accordance with the
applicable provisions of the Plan, unless the Participant has contacted the Total Rewards Service
Center at least ten (10) business days prior to the next Purchase Date and, subject to such terms
and conditions as the Committee in its discretion may impose, elected to receive the entire cash
balance in his or her account in cash within thirty (30) days after the end of the Offering Period.
No interest will accrue for the benefit of, or be payable to, the withdrawing Participant with
respect to any such amounts. Previously purchased Shares may be retained by the Custodian,
unless otherwise instructed by the Participant. Any dividends on Shares after the date of
ineligibility shall be paid to the Non-eligible Participant.
A Participant who voluntarily withdraws from the Plan will not be eligible
to reenter the Plan until the beginning of the next Offering Period following the date of such
withdrawal and only if he or she complies with the provisions of Section 5.b. of the Plan.
13. Termination of Employment, Retirement, Disability, and Death. If
employment of any Participant with the Company or any designated subsidiary shall terminate
prior to the end of any Offering Period because of his or her termination, retirement, death, or
disability, then all further payroll deductions shall cease as of the date of such termination and
the Participant (or the Participant’s beneficiary or estate as provided for herein) will receive the
entire cash balance in his or her account in cash, together with all Shares held by the Custodian
which have been allocated to his or her account and cash equal to any fractional Share in such
account, within thirty (30) days following the date of such termination. No interest will accrue
for the benefit of, or be payable to, the Participant (or the Participant’s beneficiary or estate) with
respect to any such amounts.
14. Beneficiary. A Participant may designate a person or persons, firm, corporation,
or other entity as the Participant’s beneficiary by contacting the Total Rewards Service Center
(or such other party or by such other procedure as the Company may designate) prior to death.
The Participant’s most recent designation shall apply at the time of death. If a Participant is
married at the time of his or her death, the designation of someone other than the Participant’s
spouse shall be valid only if such spouse has formally consented in writing to the designation of
a different beneficiary, the consent acknowledges the effect of such designation, and the consent
is witnessed by two persons of legal age or notarized by a notary public. If, at the time of the
Participant’s death, there is no beneficiary designated or surviving, the beneficiary shall be the
Participant’s estate. Determination of the beneficiary in each case shall be made by the
Custodian.
15. Transferability of Interest in the Plan. The right to purchase Shares which is
granted hereunder shall not be assignable or transferable by the Participant and may be exercised
18
only by the Participant. Participants may not in any manner assign or create a lien on any funds
or Shares held under the Plan. Except as otherwise required by law, the Custodian will in no
event recognize or honor an attempted assignment of, or creation of a security interest in, or
attachment by creditors of, any funds or Shares held under the Plan.
16. Administration of the Plan. The Plan shall be administered by the Committee.
The Committee’s determinations as to any questions which may arise with respect to the
interpretation of the Plan provisions shall be final and binding, and the Committee may prescribe
such rules as the Committee deems necessary to effectuate the provisions of the Plan. The
Committee shall receive no additional compensation for serving as administrator of the Plan.
The Committee may delegate its authority to administer the Plan to a Custodian and/or to such
directors, officers, employees or agents of the Company as it may deem appropriate from time to
time.
17. Expenses. The Company shall pay all costs of administering the Plan, except that
the Participant shall pay the costs associated with the sale of any Shares that the Participant
chooses to sell and the costs associated with the issuance of Certificated Shares upon withdrawal
from the Plan or upon the request of the Participant.
18. Dividends.
a. All cash dividends and other cash distributions paid on Shares held in a
Participant’s account shall be used to purchase Shares in the open market on the dividend
payment date or as promptly thereafter as practicable and such Shares shall be treated as being
acquired other than through the portion of the Plan subject to Section 423 of the Code and shall
not be taken into account in applying the limitations under Sections 3 or 6. The price per share
of Shares purchased pursuant to this Section 18 shall be the weighted average price per share at
which the Shares are actually purchased in the open market for the relevant dividend payment
date on behalf of all Participants. The Custodian shall purchase as many whole Shares and
fractional Shares as may be purchased with the amount of cash dividends and other cash
distributions paid on Shares held on each Participant’s account. Notwithstanding the foregoing,
the Custodian shall have the right to defer the purchase of Shares during periods of extreme
market instability whenever the Custodian determines that such deferred purchase will protect
the interests of Participants. All purchases of Shares shall be made in the name of the Custodian
or its nominee.
b. All non-cash dividends and other non-cash distributions paid on Shares held in a Participant’s account shall be held by the Custodian for the benefit of such Participant,
subject to such rules as may be established by the Committee.
19. Statement of Account. Not less frequently than quarterly, the Custodian shall distribute or cause to be distributed to each Participant a statement of account. The statement
shall set forth (i) the total number of Shares purchased under the Plan on behalf of the
Participant, (ii) the dates such Shares were allocated to the account of the Participant, (iii) the
purchase price of the Shares purchased under the Plan on behalf of the Participant, and (iv) any
cash balances in the account.
19
20. Government Regulations. The obligation of the Company with respect to rights under the Plan shall be subject to all applicable laws, rules, and regulations and such approvals
by any governmental agency as may be required, including, without limitation, the effectiveness
of any registration statement required under the Securities Act of 1933, as amended, and the
rules and regulations of the New York Stock Exchange or any other securities exchange on
which the stock may be listed. If any of the terms or provisions of the Plan conflict with the
requirements of Section 423 of the Code, other than any such terms or provisions which
expressly state that Share purchases are being made other than through the portions of the Plan
intended to be subject to Section 423 of the Code, then such terms or provisions shall be deemed
inoperative to the extent they so conflict with the requirements of Section 423 of the Code. With
respect to purchases of Shares under this Plan which are intended to be subject to Section 423 of
the Code, if the Plan does not contain any provision required to be included herein under Section
423 of the Code, such provision shall be deemed to be incorporated herein with the same force
and effect as if such provision had been set out at length herein.
21. Governing Law. The Plan shall be governed by and construed in accordance
with the laws of the State of Florida without regard to any state’s conflicts of law principles.
22. No Right to Employment and Other Employment Rights. Nothing in the Plan shall be construed as giving any Participant the right to be retained as an employee of the
Company or any subsidiary, nor will it affect in any way the right of the Company or any
subsidiary to terminate any Participant’s employment at any time, with or without cause. In
addition, the Company or a subsidiary may at any time dismiss a Participant from employment
free from any liability or any claim under the Plan, unless otherwise expressly provided in the
Plan. Neither the value of the Shares nor the discount derived from the Purchase Price shall be
added to a Participant’s income for the purpose of calculating any employee benefits.
Participation in the Plan is at the discretion of eligible employees. No representation or warranty
is given by the Company or the Committee as to the present or future benefit of participation in
the Plan.
23. Shareholder Approval. The Plan was adopted and approved by the Board of Directors of the Company on June 23, 1998, was approved by the shareholders of the Company
on September 24, 1998, and became effective on January 1, 1999. Amendments to the Plan were
adopted and approved by the Board of Directors on June 15, 2004, effective on January 1, 2005,
and approved by the shareholders of the Company on September 29, 2004. Additional
amendments to the Plan were adopted and approved by the Board of Directors on March 23,
2011, effective on January 1, 2012, and approved by the Company’s shareholders on September
22, 2011.
24. Termination or Amendment of the Plan. The Committee may terminate or amend the Plan at any time; provided, that without shareholder approval (i) the class of
individuals eligible to purchase Shares under the Plan shall not be changed, (ii) the maximum
number of Shares available for purchase under Section 3 of the Plan shall not be increased except
as permitted under Section 3 hereof, and (iii) the Discounted Purchase Price shall not be less than
eighty-five percent (85%) of the mean between the highest and lowest selling prices of a share as
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quoted on the New York Stock Exchange on either (a) the last day of the Offering Period during
which trading in securities generally occurs on the New York Stock Exchange or (b) the first day
of the Offering Period during which trading in securities generally occurs on the New York
Stock Exchange, whichever is lower. The Plan shall automatically terminate when all Shares
provided for in Section 3 of the Plan have been sold. No termination or amendment of the Plan
shall impair the rights of any Participant under the Plan to receive any Shares which have been
allocated to his or her account, together with the amount of any payroll deductions and cash
dividends in his or her account which have not been applied to the purchase of Shares.
25. Merger or Consolidation. If the Company is merged into or consolidated with
one or more corporations during the term of the Plan, appropriate adjustments will be made to
give effect thereto on an equitable basis in terms of issuance of shares of the corporation
surviving the merger or of the consolidated corporation, as the case may be.
26. International Participants. The Committee shall have the power and authority
to allow any of the Company’s subsidiaries other than designated subsidiaries to adopt and join
in the portion of this Plan that is not intended to comply with Section 423 of the Code and to
allow employees of such subsidiaries who work or reside outside of the United States an
opportunity to acquire Shares in accordance with such special terms and conditions as the
Committee may establish from time to time. Without limiting the authority of the Committee,
the special terms and conditions which may be established with respect to any foreign country,
and which need not be the same for all foreign countries, include but are not limited to the right
to participate, procedures for elections to participate, the payment of any interest with respect to
amounts received from or credited to accounts held for the benefit of participants, the purchase
price of any Shares to be acquired, the length of any Offering Period, the maximum amount of
contributions, credits or Shares which may be acquired by any participating employees, and a
participating employee’s rights in the event of his or her death, disability, withdrawal from
participation in the purchase of Shares hereunder, or termination of employment. Any purchases
made pursuant to the provisions of this Section 26 shall not be subject to the requirements of
Section 423 of the Code.
Original Plan adopted by Board on June 23, 1998 and approved by Shareholders on September
24, 1998
Amended and Restated Plan approved by Board on June 15, 2004, and approved by Shareholders
on September 29, 2004
Amended Plan approved by the Compensation Committee on December 15, 2010 and March 22,
2011
Amended and Restated Plan approved by Board on March 23, 2011 effective January 1, 2012,
and approved by the Company’s shareholders on September 22, 2011
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