STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD c/o Starboard Value LP 830 Third Avenue, 3rd Floor New York, New York 10022Nomination Agreement • May 23rd, 2014 • Starboard Value LP • Retail-eating places • New York
This letter sets forth our mutual agreement with respect to compensation to be paid to you for your agreement to be named and serve as a nominee of a group of investors (the “Starboard Group”), including Starboard Value and Opportunity Master Fund Ltd, an affiliate of Starboard Value LP, for election as a director of Darden Restaurants, Inc. (the “Company”) at the Company’s 2014 annual meeting of shareholders including or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, (the “Annual Meeting”).
JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • May 23rd, 2014 • Starboard Value LP • Retail-eating places
WHEREAS, certain of the undersigned are shareholders, direct or beneficial, of Darden Restaurants, Inc., a Florida corporation (the “Company”);
