AGREEMENT AND PLAN OF MERGER Dated as of August 16, 2007 among DARDEN RESTAURANTS, INC. SURF & TURF MERGER CORP. and RARE HOSPITALITY INTERNATIONAL, INC.Merger Agreement • August 17th, 2007 • Rare Hospitality International Inc • Retail-eating places • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 16, 2007, by and among Darden Restaurants, Inc., a Florida corporation (“Parent”), Surf & Turf Merger Corp., a Georgia corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and RARE Hospitality International Inc., a Georgia corporation (the “Company”).
FIRST AMENDMENT TO SHAREHOLDER PROTECTION RIGHTS AGREEMENTShareholder Protection Rights Agreement • August 17th, 2007 • Rare Hospitality International Inc • Retail-eating places • Georgia
THIS FIRST AMENDMENT TO SHAREHOLDER PROTECTION RIGHTS AGREEMENT (“Amendment”), dated as of the 16th day of August, 2007, by and between RARE HOSPITALITY INTERNATIONAL, INC., a Georgia corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A. as successor to SunTrust Bank, Atlanta (the “Rights Agent”), constitutes the First Amendment to the Shareholder Protection Rights Agreement, dated as of November 4, 1997, by and between the Company and SunTrust Bank, Atlanta (the “Rights Agreement”). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Rights Agreement.
