Darden Restaurants, Inc. Director Compensation Program, as amended



 Exhibit 10(b) 
  
  
  
 DARDEN RESTAURANTS, INC. 
 DIRECTOR
COMPENSATION PROGRAM 
 EFFECTIVE AS OF OCTOBER 1, 2005 
  
  
  







 TABLE OF CONTENTS 
  


			
	 	  	Page
	 ARTICLE I. GENERAL PROVISIONS
	  	1
		
	 Section 1. Purpose
	  	1
	 Section 2. Effective Date and Duration of the Program
	  	1
	 Section 3. Definitions
	  	1
	 Section 4. Common Stock Awards under the Program
	  	3
	 Section 5. Eligibility
	  	4
	 Section 6. Elections
	  	4
	 Section 7. Account Statements
	  	4
	 Section 8. Payment Upon Death
	  	4
	 Section 9. Unfunded Program
	  	4
	 Section 10. Section 16
	  	5
	 Section 11. Notices
	  	5
	 Section 12. Administration
	  	5
	 Section 13. No Right to Directorship
	  	5
	 Section 14. Governing Law
	  	5
	 Section 15. Amendment, Suspension or Termination of the Program
	  	5
	 Section 16. No Guarantee of Tax Consequences
	  	5
		
	 ARTICLE II. CASH COMPENSATION — CASH ELECTION
	  	6
		
	 ARTICLE III. CASH COMPENSATION — DEFERRAL ELECTION
	  	6
		
	 Section 1. Deferral Election
	  	6
	 Section 2. Deferred Cash Compensation Account
	  	6
	 Section 3. Account Distributions
	  	7
	 Section 4. Hardship Distributions
	  	7
	 Section 5. Distributions Upon Approval of the Committee
	  	8
		
	 ARTICLE IV. CASH COMPENSATION — COMMON STOCK AND SRO ELECTIONS
	  	9
		
	 Section 1. Common Stock Election
	  	9
	 Section 2. Shares Available
	  	9
	 Section 3. Computation of Shares
	  	9
	 Section 4. SRO’s
	  	9
		
	 ARTICLE V. STOCK COMPENSATION
	  	10
		
	 Section 1. Awards under Stock Plan
	  	10
	 Section 2. Non-qualified Stock Options
	  	10
	 Section 3. Annual Stock Awards
	  	10

  

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	 ARTICLE VI. DEFERRAL OF ANNUAL STOCK AWARD
	  	11
		
	 Section 1. Purpose and Effect
	  	11
	 Section 2. Stock Units and Deferred Stock Unit Accounts
	  	11
	 Section 3. Stock Deferral
	  	12
	 Section 4. Payment of Deferred Amounts
	  	12
	 Section 5. Effect on Annual Stock Awards
	  	13

  

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 DARDEN RESTAURANTS, INC. 
 DIRECTOR COMPENSATION PROGRAM 
 ARTICLE I. 
 General Provisions 
 Section 1.
Purpose. It is the intent of the Company to provide a compensation program for its Directors which will attract and retain highly qualified individuals to serve in this capacity, to compensate its Directors through various cash and
stock-based arrangements and to provide Directors with opportunities for stock ownership in the Company, thereby aligning the interest of Directors with the Company’s shareholders. This Program sets forth the terms and conditions pursuant to
which Compensation for Directors shall be paid or deferred. All Stock Compensation, Stock Units, shares of Common Stock and SRO’s that are part of the Compensation paid or deferred pursuant to this Program are awarded pursuant to the terms of
the applicable Stock Plan and any applicable Award Agreement. Notwithstanding any provision to the contrary in this program document, each provision in this program document shall be interpreted to permit the deferral of compensation in accordance
with Section 409A of the Code and any provision that would conflict with such requirements shall not be valid or enforceable. 
 Section
2. Effective Date and Duration of the Program. The Program shall be deemed effective as of October 1, 2005 and shall continue in full force and effect until suspended or terminated by the Committee pursuant to Section 15 of
Article I. In addition, the terms of this Program shall apply with respect to deferred compensation amounts which were earned or vested on or after January 1, 2005 under the Darden Restaurants, Inc. Compensation Plan for Non-Employee
Directors. 
 Section 3. Definitions. As used in the Program, the following terms shall have the meanings set forth below: 

(a) “Annual Stock Award” shall have the meaning assigned to it in Section 3 of Article V. 
 (b) “Award Agreement” shall mean any written agreement, contract or other instrument or document evidencing an award granted under the Stock
Plan. Each Award Agreement shall be subject to the applicable terms and conditions of the Stock Plan under which such Award Agreement was granted and any other terms and conditions (not inconsistent with such Stock Plan) determined by the Committee.

 (c) “Board” shall mean the Board of Directors of the Company. 
 (d) “Cash Compensation” shall mean the annual retainer and any applicable meeting fees for each regular or special Board meeting and any
committee meeting attended. Pursuant to the terms set forth herein, Directors may elect to have the Cash Compensation otherwise payable to them paid in any combination of cash, deferred cash, Common Stock and SRO’s as set forth in Article II,
Article III and Article IV. 
  

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 (e) “Change of Control,” unless otherwise defined in an Award Agreement, shall mean any of the
following events: 
 (i) any person (including a group as defined in Section 13(d)(3) of the Exchange Act) becomes,
directly or indirectly, the beneficial owner of 20% or more of the shares of the Company entitled to vote for the election of Directors; 
 (ii) as a result of or in connection with any cash tender offer, exchange offer, merger or other business combination, sale of assets or contested election, or combination of the foregoing, the persons who were
Directors of the Company just prior to such event cease to constitute a majority of the Board; or 
 (iii) the consummation of
a transaction in which the Company ceases to be an independent publicly-owned corporation or the consummation of a sale or other disposition of all or substantially all of the assets of the Company. 
 (f) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and any regulations or other official guidance
promulgated thereunder. 
 (g) “Committee” shall mean the Compensation Committee of the Board. 
 (h) “Common Stock” shall mean the common stock, without par value, of the Company. 
 (i) “Company” shall mean Darden Restaurants, Inc., a Florida corporation. 
 (j) “Compensation” shall mean Cash Compensation and Stock Compensation, collectively. 
 (k) “Deferral Participant” shall mean a person who is eligible hereunder to make a deferral election under Article III or Article VI. A person
who has become a Deferral Participant shall be considered to continue as a “participant” within the meaning of the Program (even if such person subsequently becomes ineligible to make deferrals under Article III or Article VI) until the
date of the Deferral Participant’s death or, if earlier, the date when the Deferral Participant no longer satisfies the eligibility requirements in Section 5 of Article I and the Deferral Participant has received a distribution of all of
the Deferral Participant’s Deferred Cash Compensation Account and Deferred Stock Unit Account. 
 (l) “Deferred Cash Compensation
Account” shall mean the bookkeeping account established for each Deferral Participant in accordance with Section 2 of Article III. 
 (m) “Deferred Stock Unit Account” shall mean the bookkeeping account established for each Deferral Participant in accordance with Section 2 of Article VI. 
 (n) A “Director” for purposes of the Program is defined as a person who has been elected to the Board and who is not an employee of the Company
or any subsidiary of the Company. 
 (o) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. 
  

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 (p) “Fair Market Value” shall have the meaning assigned to it in the Stock Plan. 
 (q) “Non-transferability Period” shall have the meaning assigned to it in Section 3(b) of Article V. 
 (r) “Option” shall mean a non-qualified option that is not intended to meet the requirements of Sections 422 or 423 of the Code or any
successor provision. 
 (s) “Program” shall mean this Darden Restaurants, Inc. Director Compensation Program, as amended from time
to time. 
 (t) “Program Quarters” shall mean the quarterly periods that correspond to the Company’s fiscal quarters.

 (u) “Program Year” shall mean the one-year period which begins the day of the annual shareholders meeting in September and
terminates the day before the next succeeding annual shareholders meeting. 
 (v) “Separation from Service” means a cessation of
service as a Director from the Board for any reason, as determined in a manner consistent with Code Section 409A and the regulations thereunder. 
 (w) “SRO’s” shall mean salary replacement options. 
 (x) “Stock Compensation” shall
mean the Options (if awarded prior to September 1, 2008) and Annual Stock Awards awarded to each Director pursuant to Article V. 
 (y)
“Stock Deferral” shall have the meaning assigned to it in Section 1 of Article VI. 
 (z) “Stock Plan” shall mean
the Company’s shareholder-approved equity compensation plan in effect from time to time pursuant to which the Company is authorized to grant stock and stock-based awards to Directors, as such plan may be amended from time to time. On the
effective date of the Program, the Stock Plan is the Darden Restaurants, Inc. 2002 Stock Incentive Plan. 
 (aa) “Stock Unit” shall
mean one of the units credited to Deferral Participants’ Deferred Stock Unit Accounts. 
 (bb) “Unforeseeable Emergency” shall
have the meaning assigned to it in Section 4(b) of Article III. 
 Section 4. Common Stock Awards under the Program. On and after
the effective date of the Program, all Stock Compensation, Stock Units, shares of Common Stock and SRO’s that are part of the Compensation paid or deferred pursuant to the terms of the Program shall be awarded and issued under, and in
accordance with, the terms of the applicable Stock Plan and any applicable Award Agreement. 
  

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 Section 5. Eligibility. Each person who is a Director of the Company shall be eligible to
participate in the Program and to make deferrals pursuant to Article III and Article VI. A person who ceases to be a Director shall not be eligible to make deferrals pursuant to Article III and Article VI. 
 Section 6. Elections. 
 (a) Cash Compensation Election. In accordance with the terms of Article II, Article III and Article IV, each Director may elect by written notice to the Company to participate in the Cash Compensation alternative provisions of the
Program. Any combination of the alternatives – cash, deferred cash, Common Stock and/or SRO’s – may be elected, provided the aggregate of the alternatives elected equals 100% of the Director’s Cash Compensation
otherwise payable. A Director first elected to the Board after the annual shareholder meeting may elect, by written notice to the Company before such Director’s term begins, to participate in the Cash Compensation alternatives for the remainder
of that Program Year, and elections for succeeding Program Years shall be on the same basis as other Directors. Any election by a Director shall remain in effect for the entire Program Year to which such election applies. In addition, if a Director
fails to submit an election in a timely manner with respect to a subsequent Program Year, a Director’s Cash Compensation for a Program Year shall be paid in cash. 
 (b) Annual Stock Award Deferral Election. In accordance with the terms of Article VI, each Director may elect by written notice to
the Company to make a deferral election with respect to an Annual Stock Award. A Director first elected to the Board after the annual shareholder meeting may elect, by written notice to the Company before such Director’s term begins, to make a
deferral election with respect to the prorated Annual Stock Award, and elections for succeeding Program Years shall be on the same basis as other Directors. If a Director fails to submit a deferral election in a timely manner with respect to a
subsequent Program Year, any election with respect to the prior Program Year shall remain in effect. 
 Section 7. Account Statements.
As soon as possible after the end of each Program Year, the Company shall supply to each participant an account statement of participation under the Program. 
 Section 8. Payment Upon Death. If a participant dies prior to payment in full of all amounts due under the Program, the balance of the amount due shall be paid in full in a single sum payment to such
participant’s designated beneficiary, or, if none (or if there is no valid beneficiary designation on file with the Company), the participant’s estate as soon as possible following death. 
 Section 9. Unfunded Program. The Program shall be unfunded and shall not create (or be construed to create) a trust or a separate fund or funds.
The Program shall not establish any fiduciary relationship between the Company and any participant or other person. To the extent any person holds any rights by virtue of an award under the Program, such right shall be no greater than the right of
an unsecured general creditor of the Company. 
  

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 Section 10. Section 16. With respect to persons subject to Section 16 of the Exchange
Act, transactions under the Program are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent any provision of the Program or action by the Board or the Committee fails to so comply,
it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Board or the Committee. 
 Section 11.
Notices. Unless otherwise notified, all notices under the Program shall be sent in writing to the Company, attention the Supervisor, Management Stock Plans, 5900 Lake Ellenor Dr., Orlando, FL 32809. All correspondence to the participants
shall be sent to the address which is their last known address as on file with the Company. 
 Section 12. Administration. The Program
shall be administered by the Committee. The Committee shall have full authority and complete discretion to interpret the Program, to promulgate such rules and regulations with respect to the Program as it deems desirable and to make all other
determinations necessary or appropriate for the administration of the Program, and such determinations shall be final and binding upon all persons having an interest in the Program. 
 Section 13. No Right to Directorship. Neither the Program nor any action taken hereunder shall be construed as giving any Director any right to
continue to serve as a Director or any right to be nominated for re-election to the Board. 
 Section 14. Governing Law. The Program
shall be governed by the laws of the State of Florida. 
 Section 15. Amendment, Suspension or Termination of the Program. The
Committee may suspend or terminate the Program or any portion thereof at any time, and the Committee may amend the Program from time to time as may be deemed to be in the best interests of the Company; provided, however, that no such amendment,
suspension or termination shall be made (a) which would impair the rights of a participant with respect to Compensation theretofore earned, without such participant’s consent, or (b) which would require shareholder approval under the
Code or the rules or regulations of the Securities and Exchange Commission (including any approval requirement which is a prerequisite for exemptive relief from Section 16 of the Exchange Act), the New York Stock Exchange, any other securities
exchange or the National Association of Securities Dealers, Inc. that are applicable to the Company, without such shareholder approval, or (c) after a Change of Control, which would affect the Compensation earned prior to such amendment,
suspension or termination without the written consent of a majority of participants determined as of the day before a Change of Control. Notwithstanding anything herein to the contrary, in no event shall any amendment, suspension, or termination be
made in a manner that is inconsistent with the requirements to avoid adverse federal tax consequences under Section 409A of the Code. 
 Section 16. No Guarantee of Tax Consequences. No person connected with the Program in any capacity, including, but not limited to, the Company (or any of its affiliates) and its directors, officers, agents, and employees may make any
representation, commitment or guarantee regarding the tax treatment of any benefits, compensation, or deferrals under this Program. 
  

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 ARTICLE II. 
 Cash Compensation — Cash Election 
 Each Director may elect to have all or a specified
percentage of his or her Cash Compensation for the Program Year paid in cash. In addition, in the absence of a timely election under Article III or Article IV, a Director’s Cash Compensation for a Program Year shall be paid in cash. Each
Director with respect to whom all or a specified percentage of his or her Cash Compensation under the Program will be paid in cash shall be paid all or the specified percentage, as the case may be, of his or her Cash Compensation for the Program
Year as soon as practicable after the end of each Program Quarter for the Cash Compensation earned during such Program Quarter. Any Director who ceases to be a Director for any reason at any time during a Program Year shall be entitled to have the
Cash Compensation earned during the Program Quarter during which such Director ceased to be a Director paid in accordance with the Director’s cash election (with any remaining amount paid to such Director in accordance with the Director’s
election under Article III or Article IV), but shall not be entitled to any Cash Compensation for any subsequent Program Quarter during such Program Year. 
 ARTICLE III. 
 Cash Compensation — Deferral Election 
 Section 1. Deferral Election. Each Director may elect to have all or a specified percentage of his or her Cash Compensation for the Program Year
deferred until the participant’s Separation from Service. A Director’s deferral election with respect to a Program Year must be made at such time and in such manner as established by the Committee but in no event later than the end of the
calendar year preceding the start of such Program Year. 
 Section 2. Deferred Cash Compensation Account. For each Director who has
made a deferred cash election pursuant to this Article III, the Company shall establish a Deferred Cash Compensation Account and shall credit such deferred compensation account as of the end of each Program Quarter for the Cash Compensation
otherwise earned during such Program Quarter. Any Director who ceases to be a Director for any reason at any time during a Program Year shall have the Cash Compensation otherwise payable for the Program Quarter during which such Director ceased to
be a Director credited to his or her Deferred Cash Compensation Account in accordance with the Director’s deferral election (with any remaining non-deferred amount paid to such Director in accordance with the Director’s election under
Article II or Article IV), but shall not be entitled to any Cash Compensation for any subsequent Program Quarter during such Program Year. Each Director for whom a Deferred Cash Compensation Account has been established shall be entitled to elect a
daily crediting rate or rates of return based on the rate or rates of return of funds or portfolios established under the Darden Restaurants, Inc. FlexComp Plan, as amended from time to time (“FlexComp”). Such elections shall be made in
accordance with procedures established by the Committee. With respect to rates of return that are to be credited based on the FlexComp Common Stock fund, FlexComp stock units shall be credited to the participant’s Deferred Cash Compensation
Account as of the last business day of the Program Quarter, in accordance with the recordkeeping and crediting rules applicable under FlexComp. 
  

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 Section 3. Account Distributions. At the time a Director makes his or her election to defer any
amounts to his or her Deferred Cash Compensation Account, the Director must also irrevocably elect a form of payment with respect to the Deferred Cash Compensation Account. Distribution of the Deferral Participant’s Deferred Cash Compensation
Account shall be subject to the following: 
 (a) All distributions from the Deferral Participant’s Deferred Cash
Compensation Account shall be paid or commence to be paid as soon as practicable after the January 1 coincident with or next following the date of the Deferral Participant’s Separation from Service; 
 (b) A Deferral Participant may elect to have distributions from his or her Deferred Cash Compensation Account paid or commence to be paid
in the form of: 
 (1) a single cash payment, or 
 (2) annual cash installments for a period not to exceed ten (10) years. If installments are elected, the amount of each installment shall equal the value of the Deferral Participant’s Deferred Cash
Compensation Account determined by the Committee (or its delegate) as of the date immediately preceding the effective date of each such installment, divided by the total number of installment payments remaining to be paid. 
 (c) In the absence of an election at the time of deferral, distribution of all amounts in the Deferral Participant’s Deferred Cash
Compensation Account shall be paid in the form of a single cash payment as soon as practicable after the January 1 coincident with or next following the date of the Deferral Participant’s Separation from Service. 
 Each installment or lump-sum payment shall include the rate of return on the outstanding account balance to the date on which the distribution occurs. 
 Section 4. Hardship Distributions. At any time prior to the time an amount is otherwise payable hereunder, a participant may request a
distribution of deferred amounts on account of the participant’s financial hardship, subject to the following requirements: 
 (a) Such distribution shall be made, in the sole discretion of the Committee, if the participant has incurred an Unforeseeable Emergency. 
 (b) For purposes of the Program, an “Unforeseeable Emergency” shall be limited to a severe financial hardship to the participant resulting from an illness or accident of the participant, the
participant’s spouse, the participant’s beneficiary, or of a participant’s dependent (as defined in Code Section 152, without regard to Code Sections 152(b)(1), (b)(2), and (d)(1)(B)); loss of the participant’s property due
to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster); the need to pay for the funeral expenses of the participant’s spouse, the
participant’s beneficiary, or the participant’s dependent (as defined in Code Section 152, without regard to Code Sections 152(b)(1), (b)(2), and (d)(1)(B)); or other similar extraordinary and 

  

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unforeseeable circumstances arising as a result of events beyond the control of the participant. Whether a participant is faced with an Unforeseeable
Emergency will be determined based on the relevant facts and circumstances of each case and be based on the information supplied by the participant, in writing, pursuant to the procedure prescribed by the Committee. In addition to the foregoing,
distributions under this section shall not be allowed for purposes of sending a child to college or the participant’s desire to purchase a home or other residence. In all events, distributions made on account of an Unforeseeable Emergency are
limited to the extent reasonably needed to satisfy the emergency need (which may include amounts necessary to pay any federal, state, local, or foreign income taxes or penalties reasonably anticipated to result from the distribution). 
 Notwithstanding the foregoing, payment under this section may not be made to the extent that such hardship is or may be relieved:

 (i) through reimbursement or compensation by insurance or otherwise; 
 (ii) by liquidation of the participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial
hardship; or 
 (iii) by cessation of deferrals under the Program. For this purpose, the participant may cancel a deferral
election due to such hardship event such that any later deferral election shall be subject to the provisions governing initial deferral elections. 
 (c) All distributions under this section shall be made as soon as practicable after the Committee has approved the distribution and the requirements of this section are met. In addition, all distributions under this
section shall not be made under any circumstances otherwise not permitted for such distributions pursuant to Section 409A of the Code. 
 Section 5. Distributions Upon Approval of the Committee. Notwithstanding any other provision of the Program to the contrary, and solely to the extent permitted by Section 409A of the Code, the Committee, by majority approval,
may, in its sole discretion, direct that payments be made before such payments are otherwise due if, for any reason (including, but not limited to, a change in the tax or revenue laws of the United States of America, a published ruling or similar
announcement issued by the Internal Revenue Service, a regulation issued by the Secretary of the Treasury or his or her delegate, or a decision by a court of competent jurisdiction involving a participant or beneficiary), it believes that a
participant or beneficiary has recognized income for federal income tax purposes with respect to amounts that are or will be payable to such participant or beneficiary under the Program before they are paid to such participant or beneficiary. In
making this determination, the Committee shall take into account the hardship that would be imposed on the participant or beneficiary by the payment of federal income taxes under such circumstances. 
  

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 ARTICLE IV. 
 Cash Compensation — Common Stock and SRO Elections 
 Section 1. Common Stock
Election. Each Director may elect, at such time established by the Committee prior to payment, to receive all or a specified percentage of his or her Cash Compensation for the Program Year paid in shares of Common Stock, which will be issued as
soon as practicable after the end of each Program Quarter for the Cash Compensation earned during such Program Quarter. Any Director who makes such an election and who ceases to be a Director for any reason at any time during a Program Year shall be
entitled to payment of the Cash Compensation earned during the Program Quarter during which such Director ceased to be a Director paid in accordance with the foregoing election in the form of shares of Common Stock (with any remaining amounts paid
to such Director in accordance with the Director’s election under Article II, Article III or Section 4 of this Article IV), but shall not be entitled to any Cash Compensation for any subsequent Program Quarter during such Program Year.

 Section 2. Shares Available. The Company shall ensure that an adequate number of shares of Common Stock are available for
distribution to those participants making this election, and all such shares of Common Stock shall be issued under the applicable Stock Plan. Only a whole number of shares will be issued, with any fractional share amounts paid in cash. 

Section 3. Computation of Shares. For purposes of computing the number of shares earned each Program Quarter, the value of each share shall be
equal to the closing sale price of shares of the Common Stock on the New York Stock Exchange on the last day on which the New York Stock Exchange is open for trading of each Program Quarter. 
 Section 4. SRO’s. Each Director may elect to receive all or a specified percentage of his or her Cash Compensation for the Program Year in
the form of SRO’s. The Committee shall grant SRO’s to each such Director pursuant to the applicable Stock Plan. Such grants shall be made on the last day of each Program Quarter for the Cash Compensation earned during such Program Quarter.
A Director’s SRO election with respect to a Program Year must be made at such time and in such manner as established by the Committee but in no event later than the end of the calendar year preceding the start of such Program Year. Any Director
who makes such an SRO election and who ceases to be a Director for any reason at any time during a Program Year shall be entitled to the Cash Compensation earned during the Program Quarter during which such Director ceased to be a Director paid in
accordance with such Director’s SRO election in the form of SRO’s (with any remaining amounts paid to such Director in accordance with the Director’s election under Article II, Article III or Section 1 of this Article IV), but
shall not be entitled to any Cash Compensation for any subsequent Program Quarter during such Program Year. Such grants shall be valued by the same formula as used by the Committee for awards of SRO’s under the applicable Stock Plan to
employees of the Company. SRO’s shall become exercisable in full after a period of six months from the date of grant, or such longer period if so determined by the Committee at the date of the grant of the SRO. SRO’s shall be treated as
Options under the applicable Stock Plan for all other purposes and shall be subject to the terms and conditions of the applicable Stock Plan and the applicable Award Agreement. 
  

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 ARTICLE V. 
 Stock Compensation 
 Section 1. Awards under Stock Plan. All Stock Compensation paid
pursuant to this Article V (or deferred under Article VI) is awarded under, and in accordance with, the terms of the applicable Stock Plan. In addition to the terms and conditions set forth below, such awards are subject to the terms and conditions
of the applicable Stock Plan and any applicable Award Agreement. 
 Section 2. Non-qualified Stock Options. This Section 2 of
this Article V shall be effective prior to September 1, 2008; on and after that date, this Section 2 shall not apply. 
 (a) Option Awards. Each person who becomes a Director for the first time after the effective date of the Program shall be awarded an Option to purchase 12,500 shares of Common Stock, effective as of the date such person becomes a
Director. In addition, at the close of business on each annual shareholders meeting, each Director elected or re-elected to the Board shall be granted an Option to purchase 3,000 shares of Common Stock. An Award Agreement in the form approved by the
Committee shall evidence such Options. All Options granted under the Program shall be non-qualified stock options governed by Section 83 of the Code. 
 (b) Option Exercise Price. The per share price to be paid by the Director at the time an Option is exercised shall be 100% of the Fair Market Value of the Common Stock on the date of grant. 
 (c) Term of Option. Each Option shall expire 10 years from the date of grant. 
 (d) Exercise of Option. Options shall become exercisable in full on the first anniversary of the date of grant, except that the
12,500 Options granted to a Director upon his or her first election to the Board shall become exercisable in full on the third anniversary of the date of grant. 
 Section 3. Annual Stock Awards. 
 (a) At the close of business on the date of each
annual shareholders meeting, each Director elected or re-elected to the Board at such shareholders meeting shall be granted an award equal to that number of shares of Common Stock having a Fair Market Value on the date of grant equal to $100,000,
rounded to the nearest whole share (the “Annual Stock Award”). Each Director who is appointed as a Director of the Company at any time other than at an annual shareholders meeting shall be granted on the date of such appointment a prorated
Annual Stock Award equal to that number of shares of Common Stock, rounded to the nearest whole share, having a Fair Market Value on the date of grant equal to $100,000 multiplied by a fraction, the numerator of which is 365 minus the number of days
in the period from the date of the annual shareholders meeting immediately preceding such appointment to the date of such appointment and the denominator of which is 365. Notwithstanding the foregoing, a Director may elect with respect to each such
Annual Stock Award at the time and on the terms and conditions set 

  

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forth in Article VI, to defer receipt of 100% of the Common Stock that would otherwise be received pursuant to his or her Annual Stock Award until a
date that is on or after the cessation of Board service (or if prior to September 1, 2008, to receive 25% or 50% of the Annual Stock Award in cash with the remaining amount in whole shares of Common Stock (with cash for fractional shares)). Any
such deferral election shall result in such shares of Common Stock not being issued to the Director and, in exchange, the Director will be credited with Stock Units, representing the Company’s obligation to pay deferred compensation at a later
date in the form of unrestricted Common Stock, all on the terms and conditions set forth in Article VI. 
 (b)
Non-transferability. From the date of grant to the first anniversary of the date of grant of any Annual Stock Award (the “Non-transferability Period”), none of the shares of Common Stock subject to the Annual Stock Award may be
sold, transferred, assigned, pledged or otherwise encumbered or disposed of by a Director other than by (1) the Director’s last will and testament or (2) the applicable laws of descent and distribution. During the Non-transferability
Period, any certificate representing shares of Common Stock that are subject to an Annual Stock Award shall bear a legend giving notice of the restrictions described in this Section 3(b). During the Non-transferability Period, each Director
shall have all the rights and privileges of a shareholder with respect to the shares of Common Stock subject to the Annual Stock Award, including the right to vote such shares and to receive dividends thereon. Notwithstanding the foregoing, the
Non-transferability Period shall terminate and restrictions on Annual Stock Awards shall lapse upon the occurrence of a Change of Control. 
 ARTICLE VI. 
 Deferral of Annual Stock Award 
 Section 1. Purpose and Effect. This Article VI authorizes the deferred receipt of Common Stock that would otherwise be received due to an Annual
Stock Award under Article V, notwithstanding any other provision in the Program to the contrary. In accordance with the rules set forth in this Article VI, participants may elect to defer receipt of shares of Common Stock that would have been
issued under an Annual Stock Award in exchange for the Company’s agreement to pay deferred compensation in the form of unrestricted shares of Common Stock (“Stock Deferral”). 
 Section 2. Stock Units and Deferred Stock Unit Accounts. Stock Deferrals made pursuant to Section 1 and Section 3 of this Article VI
shall be reflected as Stock Units and shall be credited to the participant’s Deferred Stock Unit Account, subject to the following rules: 
 (a) Stock Units. For each share of Common Stock that a participant elects to defer under this Article VI, a Stock Unit shall be credited to the Participant’s Deferred Stock Unit Account effective as of the
date of the Annual Stock Award. 
 (b) Dividend Equivalents. On each payment date for cash dividends paid on the Common
Stock, the Company shall credit to each Deferral Participant’s Deferred Stock Unit Account a dividend equivalent amount equal to the cash dividends that would be payable by the Company on a number of shares of Common Stock equal to the 

  

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number of Stock Units then credited to the Deferral Participant’s Deferred Stock Unit Account. Such dividend equivalent amounts shall then be credited
in the form of additional Stock Units, based on the closing sale price of the Common Stock on the New York Stock Exchange as reported in the consolidated transaction reporting system on the date of the dividend payment. 
 (c) Adjustments to Deferred Stock Unit Accounts. In the event that the Committee determines that any dividend or other distribution
(whether in the form of cash, Common Stock, securities of a subsidiary of the Company, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transaction or event affects the Common Stock
such that an adjustment to the Deferral Participants’ allocations to their Deferred Stock Unit Accounts is appropriate to prevent the reduction or enlargement of the benefits or potential benefits intended to be made available under the
Program, then the Committee, may, in its sole discretion and in such manner as it may deem equitable, adjust the Stock Units credited to the Deferral Participants’ Deferred Stock Unit Accounts. 
 (d) Stock Unit Status. Participants will have no rights as shareholders with respect to any Stock Units credited to their Deferred
Stock Unit Accounts. Payment of amounts credited as Stock Units shall be in the form of Common Stock and not in cash, and all such Common Stock shall be issued under the applicable Stock Plan. Only a whole number of shares shall be issued, with any
fractional share amount paid in cash. 
 Section 3. Stock Deferral. At such time as specified in this Section 3, a Deferral
Participant may complete and submit to the Company an irrevocable election not to receive shares of Common Stock pursuant to an Annual Stock Award, and to be credited instead with a number of Stock Units equal to the number of shares of Common Stock
of the Company subject to the deferral election, which shall be credited to the Deferral Participant’s Deferred Stock Unit Account. A Director’s Stock Deferral election with respect to a Program Year must be made at such time and in such
manner as established by the Committee but in no event later than the end of the calendar year preceding the start of such Program Year, or in the case of a Director who is first elected to the Board, prior to the date such Director is elected to
the Board. Any Stock Deferral election made pursuant to this Section shall apply to all of the shares of Common Stock attributable to the specified Annual Stock Award. 
 Section 4. Payment of Deferred Amounts. At the time a Director makes his or her election to defer any amounts to his or her Deferred Stock Unit Account, the Director must also irrevocably elect a form of
payment with respect to the Deferred Stock Unit Account. Distribution of the Deferral Participant’s Stock Unit Account shall be subject to the following: 
 (a) A Deferral Participant may elect to have distributions from his or her Deferred Stock Unit Account paid or commence to be paid in the
form of: 
 (1) a single payment in whole shares of Common Stock (with cash for fractional shares) as soon as practicable after the
January 1 coincident with or next following the date of the Deferral Participant’s Separation from Service. All such Common Stock shall be issued under the applicable Stock Plan. or 
  

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 (2) annual installments for a period not to exceed ten (10) years commencing as soon as practicable
after the January 1 coincident with or next following the date of the Deferral Participant’s Separation from Service. If installments are elected, the amount of each installment shall equal the value of the Deferral Participant’s
Deferred Stock Unit Account determined by the Committee (or its delegate) as of the date immediately preceding the effective date of each such installment, divided by the total number of installment payments remaining to be paid. Each such
installment payment shall be paid in whole shares of Common Stock (with cash for fractional shares). All such Common Stock shall be issued under the applicable Stock Plan. 
 (b) Payments with respect to Stock Units that are attributable to a Stock Deferral under this Article VI shall not occur prior to the time
when any transfer restrictions that would have applied to the relevant Annual Stock Award would have ended. 
 (c) In the
absence of an election at the time of deferral, distribution of all amounts in the Deferral Participant’s Deferred Stock Unit Account shall be paid in the form of a single payment in whole shares of Common Stock (with cash for fractional
shares) as soon as practicable after the January 1 coincident with or next following the date of the Deferral Participant’s Separation from Service. 
 (d) In addition to the foregoing provisions of this Article VI, Section 4, the Committee is authorized to implement a one-time
transition election in a manner consistent with the requirements of Code Section 409A and the guidance issued thereunder whereby a Director may modify the form of distribution previously elected (or applicable pursuant to Section 4(c)) for
amounts previously deferred. Such transition election may not modify the time for payment of any deferred amounts. 
 Section 5. Effect on
Annual Stock Awards. Deferral elections made pursuant to this Article VI shall constitute amendments to the Annual Stock Award to which the deferral elections apply. Any shares of Common Stock paid pursuant to this Article VI on account of a
Deferral Participant’s deferral election shall be deemed issued under the Stock Plan under which the corresponding Annual Stock Award was granted. 
 Adopted December 15, 2005 and effective October 15, 2005. 
 Amended December 14, 2007 and effective December 14, 2007 except as
otherwise provided herein. 
 Amended December 18, 2008 and effective October 15, 2005. 
  

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