Third Amendment to Darden Restaurants, Inc. FlexComp Plan (Effective October 24, 2019)

Summary

This amendment, executed by the Benefit Plans Committee of Darden Restaurants, Inc., updates the Darden Restaurants, Inc. FlexComp Plan. The amendment clarifies how deferrals are calculated under the plan when FICA taxes are due, by deleting specific sentences from certain plan subsections. The changes are effective as of October 24, 2019, and are intended to ensure proper administration of the plan's deferral provisions.

EX-10.46 5 dri202110-kex1046.htm EX-10.46 Document

EXHIBIT 10.46

THIRD AMENDMENT TO THE

DARDEN RESTAURANTS, INC. FLEXCOMP PLAN

(AS AMENDED AND RESTATED EFFECTIVE JUNE 1, 2017)

WHEREAS, Darden Restaurants, Inc. (the “Company”) maintains the Darden Restaurants, Inc. FlexComp Plan (As Amended and Restated Effective June 1, 2017) (the “Plan”);

WHEREAS, the Plan has previously been amended and further amendment thereof is now considered desirable to clarify the calculation of deferrals under the Plan when FICA taxes are also due on such amounts;

NOW, THEREFORE, by virtue of the power reserved to the Company by Section 7.5 of the Plan, and in exercise of the authority delegated to the Darden Restaurants, Inc. Benefit Plans Committee (the “BPC”) by resolution of the Compensation Committee of the Board of Directors of the Company, the Plan is hereby amended in the following particulars, effective October 24, 2019:

1.By deleting the third sentence of Subsections 4.3(a)(2), 4.3(b)(2) and 4.3(b)(3) of the Plan.

2.By deleting the second sentence of Subsection 4.3(c) of the Plan.

* * * * *

IN WITNESS WHEREOF, the Benefit Plans Committee, duly authorized by the Compensation Committee to amend or modify the Plan, has caused this amendment to be executed by a majority of its members.


10-24-19						/s/ Julie A. Griffin
Date						Julie Griffin

10-24-19						/s/ Anthony G. Morrow
Date						Anthony Morrow

10-24-19						/s/ Jennifer Pierce
Date						Jennifer Pierce

10-29-19						/s/ Pam Price
Date						Pam Price

10-24-19						/s/ Scott A. St. John
Date						Scott St. John

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