Ex 10.3 Amended Supplemental Confirm GS


EXECUTION VERSION




Exhibit 10.3
AMENDED AND RESTATED SUPPLEMENTAL CONFIRMATION
	
		
	To:
	Darden Restaurants, Inc.

	From:
	Goldman, Sachs & Co.

	Subject:
	Accelerated Stock Buyback

	Ref. No:
	SDB2502272325

	Date:
	September 23, 2014








The purpose of this amended and restated Supplemental Confirmation (this “Supplemental Confirmation”) is to amend and restate in its entirety the Supplemental Confirmation, dated as of July 31, 2014, entered into between Goldman, Sachs & Co. (“Dealer”) and Darden Restaurants, Inc. (“Counterparty”) (together, the “Contracting Parties”) for the Transaction entered into between the Contracting Parties on the Trade Date specified below (the “Original Supplemental Confirmation”).  Upon the execution of this Supplemental Confirmation, this Supplemental Confirmation will supersede and replace the Original Supplemental Confirmation in its entirety. All references to the Original Supplemental Confirmation in the Agreement, the Master Confirmation or in any other documentation between the Contracting Parties regarding the Transaction shall be to this amended and restated Supplemental Confirmation.  This Supplemental Confirmation is a binding contract between Dealer and Counterparty as of the relevant Trade Date for the Transaction referenced below and the date hereof.
1.    This Supplemental Confirmation supplements, forms part of, and is subject to the Master Confirmation dated as of July 31, 2014 between the Contracting Parties, as amended on September 23, 2014 and as may be further amended from time to time (the “Master Confirmation”).  All provisions contained in the Master Confirmation govern this Supplemental Confirmation except as expressly modified below.
2.    The terms of the Transaction to which this Supplemental Confirmation relates are as follows:	
		
	Trade Date:
	July 31, 2014

	Forward Price Adjustment Amount:
	USD 0.43

	Calculation Period Start Date:
	July 31, 2014

	Scheduled Termination Date:
	December 3, 2014

	First Acceleration Date:
	September 30, 2014

	Prepayment Amount:
	USD 250,000,000

	Prepayment Date:
	August 5, 2014

	Initial Shares:
	4,318,721 Shares; provided that if, in connection with the Transaction, Dealer is unable to borrow or otherwise acquire a number of Shares equal to the Initial Shares for delivery to Counterparty on the Initial Share Delivery Date, the Initial Shares delivered on the Initial Share Delivery Date shall be reduced to such number of Shares that Dealer is able to so borrow or otherwise acquire; provided further that if the Initial Shares are reduced as provided in the preceding proviso, then Dealer shall







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	use commercially reasonable efforts to borrow or otherwise acquire an additional number of Shares equal to the shortfall in the Initial Shares delivered on the Initial Share Delivery Date and shall deliver such additional Shares as promptly as practicable, and all Shares so delivered shall be considered Initial Shares.

	Initial Share Delivery Date:
	October 1, 2014

	Ordinary Dividend Amount:
	For any calendar quarter, USD 0.55

	Scheduled Ex-Dividend Dates:
	October 10, 2014

	Termination Price:
	USD 23.16 per Share

	Additional Relevant Days:
	The 3 Calculation Dates immediately following the Calculation Period.

	Maximum Number of Shares:
	107,968,041






3.    Calculation Dates:
	
						
	1.    
	July 31, 2014
	2.    
	August 4, 2014
	3.    
	August 6, 2014

	4.    
	August 8, 2014
	5.    
	August 12, 2014
	6.    
	August 14, 2014

	7.    
	August 18, 2014
	8.    
	August 20, 2014
	9.    
	August 22, 2014

	10.    
	August 26, 2014
	11.    
	August 28, 2014
	12.    
	September 2, 2014

	13.    
	September 4, 2014
	14.    
	September 8, 2014
	15.    
	September 10, 2014

	16.    
	September 12, 2014
	17.    
	September 16, 2014
	18.    
	September 18, 2014

	19.    
	September 22, 2014
	20.    
	September 24, 2014
	21.    
	September 26, 2014

	22.    
	September 30, 2014
	23.    
	October 2, 2014
	24.    
	October 6, 2014

	25.    
	October 8, 2014
	26.    
	October 10, 2014
	27.    
	October 14, 2014

	28.    
	October 16, 2014
	29.    
	October 20, 2014
	30.    
	October 22, 2014

	31.    
	October 24, 2014
	32.    
	October 28, 2014
	33.    
	October 30, 2014

	34.    
	November 3, 2014
	35.    
	November 5, 2014
	36.    
	November 7, 2014

	37.    
	November 11, 2014
	38.    
	November 13, 2014
	39.    
	November 17, 2014

	40.    
	November 19, 2014
	41.    
	November 21, 2014
	42.    
	November 25, 2014

	43.    
	November 28, 2014
	44.    
	December 2, 2014
	 
	 




4.    Counterparty represents and warrants to Dealer that neither it nor any “affiliated purchaser” (as defined in Rule 10b-18 under the Exchange Act) has made any purchases of blocks pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act during either (i) the four full calendar weeks immediately preceding the Trade Date or (ii) during the calendar week in which the Trade Date occurs.
5.    This Supplemental Confirmation may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Supplemental Confirmation by signing and delivering one or more counterparts.



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Counterparty hereby agrees (a) to check this Supplemental Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the agreement between Dealer and Counterparty with respect to the Transaction to which this Supplemental Confirmation relates, by manually signing this Supplemental Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Dealer
Yours sincerely,
GOLDMAN, SACHS & CO.
By:  /s/ Danicla A. Rouse                
Name:  Danicla A. Rouse
Title:  Vice President
Agreed and Accepted By:
DARDEN RESTAURANTS, INC.
By:  /s/ William R. White, III    
Name:  William R. White, III
Title:  SVP and Treasurer



[Signature Page to Amended and Restated Supplemental Confirmation]