10-12B/A

As filed with the Securities and Exchange Commission on October 2, 2015

File No. 001-37538

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10

(Amendment No. 2)

GENERAL FORM FOR REGISTRATION OF SECURITIESPURSUANT TO SECTION 12(b) OR 12(g) OFTHE SECURITIES EXCHANGE ACT OF 1934

Four Corners Property Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland(State or other jurisdiction of incorporation or organization)	47-4456296 (I.R.S. Employer Identification No.)
1000 Darden Center Drive Orlando, Florida (Address of principal executive offices)	32837 (Zip Code)

Registrant’s telephone number, including area code:407-245-4000

With copies to:

Joseph A. Coco, Esq.	Anthony G. Morrow, Esq.
Laura Kaufmann Belkhayat, Esq.	Corporate Secretary
Skadden, Arps, Slate, Meagher & Flom LLP	Four Corners Property Trust, Inc.
Four Times Square	1000 Darden Center Drive
New York, New York 10036	Orlando, Florida 32837
(212) 735-3000	407-245-4000

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which
to be so registered	each class is to be registered
Common Stock, par value $0.0001 per share	New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:None

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (Do not check if a smaller reporting company)	Smaller reporting company	¨

FOUR CORNERS PROPERTY TRUST, INC.INFORMATION REQUIRED IN REGISTRATION STATEMENTCROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10

Certain information required to be included in this Form 10 is incorporated by reference to specifically-identified portions of the body of the information statement filed herewith as Exhibit 99.1. None of the information contained in the information statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated by reference.

Item 1.    Business.

The information required by this item is contained under the sections of the information statement entitled “Summary,” “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements,” “The Spin-Off,” “Description of Financing and Material Indebtedness,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business and Properties,” “Certain Relationships and Related Person Transactions,” “Our Relationship with Darden Following the Spin-Off,” “U.S. Federal Income Tax Considerations” and “Where You Can Find More Information.” Those sections are incorporated herein by reference.

Item 1A.    Risk Factors.

The information required by this item is contained under the sections of the information statement entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.” Those sections are incorporated herein by reference.

Item 2.    Financial Information.

The information required by this item is contained under the sections of the information statement entitled “Summary—Summary Historical Combined and Pro Forma Consolidated Financial Data,” “Four Corners’ Unaudited Pro Forma Consolidated Financial Data,” “Selected Historical Combined Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Those sections are incorporated herein by reference.

Item 3.    Properties.

The information required by this item is contained under the sections of the information statement entitled “Summary,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business and Properties.” Those sections are incorporated herein by reference.

Item 4.    Security Ownership of Certain Beneficial Owners and Management.

The information required by this item is contained under the sections of the information statement entitled “Management” and “Security Ownership of Certain Beneficial Owners and Management.” Those sections are incorporated herein by reference.

Item 5.    Directors and Executive Officers.

The information required by this item is contained under the section of the information statement entitled “Management.” That section is incorporated herein by reference.

Item 6.    Executive Compensation.

The information required by this item is contained under the section of the information statement entitled “Management.” That section is incorporated herein by reference.

Item 7.    Certain Relationships and Related Transactions, and Director Independence.

The information required by this item is contained under the sections of the information statement entitled “Management” and “Certain Relationships and Related Person Transactions.” Those sections are incorporated herein by reference.

Item 8.    Legal Proceedings.

The information required by this item is contained under the section of the information statement entitled “Business and Properties—Legal Proceedings.” That section is incorporated herein by reference.

Item 9. Market Price of, and Dividends on, the Registrant’s Common Equity and Related Shareholder Matters.

The information required by this item is contained under the sections of the information statement entitled “Summary,” “Risk Factors,” “The Spin-Off,” “Dividend Policy,” “Management” and “Description of Our Capital Stock.” Those sections are incorporated herein by reference.

Item 10.    Recent Sales of Unregistered Securities.

Not applicable.

Item 11.    Description of Registrant’s Securities to be Registered.

The information required by this item is contained under the sections of the information statement entitled “Summary,” “Risk Factors,” “The Spin-Off” and “Description of Our Capital Stock.” Those sections are incorporated herein by reference.

Item 12.    Indemnification of Directors and Officers.

The information required by this item is contained under the section of the information statement entitled “Description of Our Capital Stock—Indemnification of Directors and Executive Officers.” That section is incorporated herein by reference.

Item 13.    Financial Statements and Supplementary Data.

The information required by this item is contained under the sections of the information statement entitled “Summary—Summary Historical Combined and Pro Forma Consolidated Financial Data,” “Four Corners’ Unaudited Pro Forma Consolidated Financial Data,” “Selected Historical Combined Financial Data” and “Index to Combined Financial Statements” (and the financial statements and related notes referenced therein). Those sections and the financial statements and related notes referenced therein are incorporated herein by reference.

Item 14.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Not applicable.

Item 15.    Financial Statements and Exhibits.

(a) Financial Statements

The information required by this item is contained under the sections of the information statement entitled “Four Corners’ Unaudited Pro Forma Consolidated Financial Data,” and “Index to Combined Financial Statements” (and the financial statements and related notes referenced therein). Those sections and the financial statements and related notes referenced therein are incorporated herein by reference.

(b) Exhibits

See below.

The following documents are filed as exhibits hereto:

Exhibit Number	Exhibit Description
2.1*	Form of Separation and Distribution Agreement
3.1*	Form of Articles of Amendment and Restatement of Four Corners Property Trust, Inc.
3.2*	Form of Amended and Restated Bylaws of Four Corners Property Trust, Inc.
4.1*	Specimen Stock Certificate of Four Corners Property Trust, Inc.
10.1*	Form of Lease
10.2*	Form of Guaranty by Darden Restaurants, Inc. in respect of certain Leases
10.3*	Form of Tax Matters Agreement
10.4*	Form of Transition Services Agreement
10.5*	Form of Employee Matters Agreement
10.6*	Limited Partnership Agreement of Four Corners Operating Partnership, LP
10.7*	Four Corners Equity Incentive Plan
10.8*	Offer Letter for William H. Lenehan, President and Chief Executive Officer
10.9*	Offer Letter for Gerald R. Morgan, Chief Financial Officer
10.10*	Offer Letter for James L. Brat, General Counsel
10.11*	Form of Franchise Agreement
21.1*	List of Subsidiaries of Four Corners Property Trust, Inc.
99.1**	Information Statement of Four Corners Property Trust, Inc., preliminary and subject to completion, dated September 24, 2015

* Filed herewith.

* * Previously filed.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Four Corners Property Trust, Inc.
By:	/s/ William H. Lenehan
	Name: William H. Lenehan
	Title: President and Chief Executive Officer

Date: October 2, 2015

EX-2.1

EXHIBIT 2.1

SEPARATION AND DISTRIBUTION AGREEMENT

BY AND BETWEEN

DARDEN RESTAURANTS, INC.

AND

FOUR CORNERS PROPERTY TRUST, INC.

Dated ______________, 2015

US_ACTIVE:\20914294\53\20914294_53.DOC\33682.0003     1

ARTICLE I DEFINITIONS		2
1.1	Certain Definitions	2
ARTICLE II THE REORGANIZATION		10
2.1	Transfer of Assets; Assumption of Liabilities	11
2.2	Assigned Assets	11
2.3	Assumed Liabilities	12
2.4	Transfer of Assets and Assumption of Liabilities from and after the Effective Time	12
2.5	Approvals and Notifications	13
2.6	Responsibility for Assumed Liabilities Retained by Darden	15
ARTICLE III THE DISTRIBUTION		16
3.1	Actions Prior to the Distribution	16
3.2	Conditions Precedent to the Distribution	17
3.3	The Distribution	18
ARTICLE IV ACCESS TO INFORMATION		20
4.1	Agreement for Exchange of Information	20
4.2	Ownership of Information	20
4.3	Compensation for Providing Information	20
4.4	Record Retention	20
4.5	Liability	21
4.6	Other Agreements Providing for Exchange of Information	21
4.7	Production of Witnesses; Records; Cooperation	22
4.8	Privileged Matters	22
ARTICLE V REPRESENTATIONS AND WARRANTIES OF DARDEN		24
5.1	Organization and Authority	24
5.2	Due Authorization	24
5.3	Consents and Approvals	24
5.4	No Violation	24
5.5	Litigation	24
5.6	Solvency	25
5.7	Ownership of Assigned Assets	25
5.8	No Undisclosed Liabilities; Absence of Certain Changes or Events	25
5.9	Taxes	25
5.10	Compliance With Laws	26
5.11	Licenses and Permits	26
5.12	Environmental Compliance	26
5.13	Exclusive Representations	26
ARTICLE VI REPRESENTATIONS AND WARRANTIES OF FCPT		26
6.1	Organization and Authority	27
6.2	Due Authorization	27
6.3	Consents and Approvals	27
6.4	No Violation	27
6.5	Validity of FCPT Common Stock	27

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6.6	Litigation	27
6.7	Solvency	27
6.8	Limited Activities	28
6.9	Exclusive Representations	28
ARTICLE VII RELEASE AND INDEMNIFICATION		28
7.1	Release of Pre-Distribution Claims	28
7.2	General Indemnification by FCPT	30
7.3	General Indemnification by Darden	30
7.4	Disclosure Indemnification	31
7.5	Contribution	31
7.6	Indemnification Obligations Net of Insurance Proceeds and Other Amounts	31
7.7	Procedures for Indemnification of Third Party Claims	31
7.8	Additional Matters	33
7.9	Remedies Cumulative; Limitations of Liability	35
7.10	Survival of Indemnities	36
ARTICLE VIII OTHER AGREEMENTS		36
8.1	Cooperation	36
8.2	Confidentiality	36
8.3	Insurance Matters	38
8.4	Allocation of Costs and Expenses	40
8.5	Litigation; Cooperation	40
8.6	Transaction Agreements	41
8.7	Agreements Among FCPT and its Subsidiaries	41
ARTICLE IX MISCELLANEOUS		41
9.1	No Survival of Representations and Warranties; Survival of Covenants	41
9.2	Governing Law; Jurisdiction	41
9.3	Force Majeure	41
9.4	Notices	41
9.5	Termination	42
9.6	Severability	43
9.7	Entire Agreement	43
9.8	Assignment; No Third-Party Beneficiaries	43
9.9	Public Announcements	43
9.10	Specific Performance	43
9.11	Amendment	44
9.12	Rules of Construction	44
9.13	Counterparts	44

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EXHIBITS
A	Form of Employee Matters Agreement
B	Form of Franchise Agreement
C	Form of Guaranty of Lease
D	Form of Leases
E	Form of Tax Matters Agreement
F	Form of Transition Services Agreement

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EXHIBIT 2.1

SEPARATION AND DISTRIBUTION AGREEMENT

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of ______________, 2015 (this "Agreement"), is by and between Darden Restaurants, Inc., a Florida corporation ("Darden"), and Four Corners Property Trust, Inc., a Maryland corporation ("FCPT" and, together with Darden, the "Parties").

W I T N E S S E T H:

WHEREAS, the board of directors of Darden has determined that it is advisable and in the best interests of Darden and its stockholders to separate certain real estate assets (which shall be leased to Darden pursuant to the Leases (as hereinafter defined)) and the LongHorn San Antonio Business (as hereinafter defined) from Darden's business by transferring those assets to FCPT, and to distribute the equity of FCPT to Darden's stockholders through a spin-off, such that, immediately after the spin-off, FCPT would be an independent, publicly-traded company that will subsequently elect to be subject to tax as a real estate investment trust;

WHEREAS, FCPT has been incorporated solely for these purposes and has not engaged in activities except in preparation for consummation of the transactions contemplated hereby, including the Reorganization (as hereinafter defined) and the Distribution (as hereinafter defined);

WHEREAS, in furtherance of the foregoing, the board of directors of each of Darden and FCPT have approved the transfer by Darden and its Subsidiaries of cash and the Assigned Assets (as hereinafter defined) to FCPT and its Subsidiaries in actual or constructive exchange for (i) the assumption or incurrence, as applicable, by FCPT and certain of its Subsidiaries of the Assumed Liabilities (as hereinafter defined), and (ii) the issuance by FCPT to Darden and its Subsidiaries of all of the outstanding shares of the common stock, par value $0.0001 per share, of FCPT (the "FCPT Common Stock"), other than the ten (10) shares of FCPT already held by RARE Hospitality International, Inc. (a Subsidiary of Darden) on the date hereof, all as more fully described in this Agreement and the Transaction Agreements (together with the other internal reorganization steps set forth in a Plan of Reorganization (as hereinafter defined), the "Reorganization");

WHEREAS, the board of directors of Darden has determined that it is advisable and in the best interests of Darden and its stockholders, in connection with the Reorganization, to effect a distribution (the "Distribution") to the holders of the outstanding shares of common stock, without par value, of Darden (the "Darden Common Stock"), on a pro rata basis, of all of the outstanding shares of FCPT Common Stock so that, following the Distribution, Darden and FCPT will be two independent, publicly traded companies; and

WHEREAS, it is expected that the Reorganization and the Distribution will, among other benefits, (i) position both Darden and FCPT to more efficiently dedicate financial resources, access capital markets, pursue appropriate growth opportunities and execute strategic plans best suited for their respective businesses; (ii) enable the separate management teams of Darden and FCPT to devote their time and attention to the development and implementation of corporate strategies that are specifically tailored towards each entity’s respective core business; (iii) allow for valuation of FCPT’s assets, separate from Darden, within a publicly traded real estate investment trust structure (based on historical market valuation multiples, this is expected to increase the value attributed by the market to FCPT’s assets and the value of FCPT such that the aggregate value of the equity of Darden and FCPT following the Reorganization and Distribution would be greater than the equity value of Darden absent the Reorganization and Distribution); and (iv) enhance FCPT’s ability to attract and retain qualified management in furtherance of its strategic growth objectives;

WHEREAS, it is the intention of the Parties that the Reorganization and the Distribution, together with certain related transactions, qualify for tax-free treatment as a reorganization within the meaning of Sections 355, 368(a)(1)(D), and 361 of the Code;

WHEREAS, this Agreement is intended to be, and is hereby adopted as, a "plan of reorganization" within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a); and

WHEREAS, it is appropriate and desirable to set forth the principal corporate transactions required to effect the Reorganization and the Distribution and to set forth certain other agreements that will, following the Distribution, govern certain matters relating to the Reorganization and the Distribution and the relationship between Darden and its Subsidiaries, on the one hand, and FCPT and its Subsidiaries, on the other hand.

NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1Certain Definitions. For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.1:

"Action" means any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal.

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"Affiliate" means, when used with respect to a specified Person, a Person that directly or indirectly, through one (1) or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition and the definitions of "FCPT Group" and "Darden Group," "control" (including with correlative meanings, "controlled by" and "under common control with"), when used with respect to any specified Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, instrument, promise, arrangement, release, warranty, commitment, undertaking or otherwise. It is expressly agreed that, from and after the Effective Time and for purposes of this Agreement and the other Transaction Agreements, no member of the FCPT Group shall be deemed to be a member of, or an Affiliate of any member of, the Darden Group, and no member of the Darden Group shall be deemed to be a member of, or an Affiliate of any member of, the FCPT Group.

"Agreement" has the meaning set forth in the Preamble.

"Amended and Restated Bylaws" has the meaning set forth in Section 3.1(e).

"Approvals or Notifications" means any consents, waivers, approvals, permits or authorizations to be obtained from, notices, registrations or reports to be submitted to, or other filings to be made with, any third Person, including any Governmental Authority.

"Articles of Amendment and Restatement" has the meaning set forth in Section 3.1(e).

"Assets" means all rights, properties or other assets, whether real, personal or mixed, tangible or intangible, of any kind, nature and description, whether accrued, contingent or otherwise, and wherever situated and whether or not carried or reflected, or required to be carried or reflected, on the books of any Person.

"Assigned Assets" has the meaning set forth in Section 2.2(a).

"Assigned Contracts" means any contract, agreement, lease, indenture, arrangement, commitment or understanding listed or described in Section 1.1(a) of the Disclosure Letter (including any applicable licenses, leases, addenda and similar arrangements thereunder).

"Assumed Liabilities" has the meaning set forth in Section 2.3(a).

"Code" means the Internal Revenue Code of 1986, as amended.

"Darden" has the meaning set forth in the Preamble.

"Darden Business" means the business of operating restaurants and any other businesses and operations conducted prior to the Effective Time by any member of the Darden Group that are not included in the FCPT Business.

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"Darden Common Stock" has the meaning set forth in the Recitals.

"Darden Confidential Information" has the meaning set forth in Section 8.2(b).

"Darden Group" means Darden, each Subsidiary of Darden and each other Person that is controlled directly or indirectly by Darden, in each case immediately after the Effective Time; provided, however, that no director, officer, employee, agent or other representative of any of the foregoing who is a natural person shall be deemed a member of the Darden Group; and provided, further, that no member of the FCPT Group shall be deemed to be a member of the Darden Group from and after the Effective Time.

"Darden Indemnified Parties" has the meaning set forth in Section 7.2.

“Disclosure Documents” means the Registration Statement, Information Statement, Offering Memorandum and any other information statement, prospectus, offering memorandum, offering circular, periodic report, financial statement or similar disclosure document, whether or not filed with the SEC or any Governmental Authority, in each case which describes, or primarily relates to, the Transactions, and any amendment of any thereof

“Disclosure Letter” means that certain disclosure letter delivered to FCPT by Darden prior to the execution of this Agreement.

"Distribution" has the meaning set forth in the Recitals.

"Distribution Agent" means Wells Fargo Bank, N.A.

"Distribution Date" means ___________, 2015, or such other time as determined by Darden in accordance with Section 3.3(b).

"Effective Time" means the time at which the Distribution occurs on the Distribution Date.

"Employee Matters Agreement" means the Employee Matters Agreement in substantially the form attached hereto as Exhibit A, to be entered into by and among certain members of the Darden Group, on the one hand, and certain members of the FCPT Group, on the other hand, on or prior to the Distribution Date.

"Environmental Law" means any Law relating to pollution, protection or restoration of or prevention of harm to the environment or natural resources, including the use, handling, transportation, treatment, storage, disposal, release or discharge of Hazardous Materials or the protection of or prevention of harm to human health and safety.

"Environmental Permit" means any license, certificate, permit, registration, approval, authorization or consent that is required pursuant Environmental Laws.

"Escrow Amount" has the meaning set forth in Section 7.8(f).

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"Exchange Act" means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time that reference is made.

"Excluded Assets" has the meaning set forth in Section 2.2(b).

"Excluded Liabilities" has the meaning set forth in Section 2.3(b).

"Expense Amount" has the meaning set forth in Section 7.8(f).

"Expense Amount Accountant's Letter" has the meaning set forth in Section 7.8(f).

"Expense Amount Tax Opinion" has the meaning set forth in Section 7.8(f).

"FCPT" has the meaning set forth in the Preamble.

"FCPT Business" means (i) the business of owning and leasing the Leased Property and owning and operating the FCPT Subsidiaries, provided, for the avoidance of doubt, that the FCPT Business shall not include the business of operating any restaurants or other ventures located at or on the Leased Property and (ii) the business of owning and operating the LongHorn San Antonio Business.

"FCPT Common Stock" has the meaning set forth in the Recitals.

"FCPT Confidential Information" has the meaning set forth in Section 8.2(a).

"FCPT Group" means FCPT, each Subsidiary of FCPT and each other Person that is controlled directly or indirectly by FCPT, in each case, immediately after the Effective Time; provided, however, that no director, officer, employee, agent or other representative of any of the foregoing who is a natural person shall be deemed to be a member of the FCPT Group; and provided, further, that no member of the Darden Group shall be deemed to be a member of the  FCPT Group from and after the Effective Time.

"FCPT Indemnified Parties" has the meaning set forth in Section 7.3.

"FCPT Subsidiaries" means the entities listed in Section 1.1(b) of the Disclosure Letter, which will become Subsidiaries of FCPT in the Reorganization pursuant to the Plan of Reorganization.

"Financing Arrangements" has the meaning set forth in Section 3.2(k).

"Franchise Agreement" means the Franchise Agreement, substantially in the form attached hereto as Exhibit B, to be entered into by and among certain members of the Darden Group, on the one hand, and certain members of the FCPT Group, on the other hand, on or prior to the Distribution Date.

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"Force Majeure" means, with respect to a Party, an event beyond the control of such Party (or any Person acting on its behalf), which by its nature could not reasonably have been foreseen by such Party (or such Person), or, if it could have reasonably been foreseen, was unavoidable, and includes acts of God, storms, floods, earthquakes, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one (1) or more acts of terrorism or failure of energy sources. Notwithstanding the foregoing, the receipt by a Party of an unsolicited takeover offer or other acquisition proposal, even if unforeseen or unavoidable, and such Party's response thereto shall not be deemed an event of Force Majeure.

"Governmental Authority" means any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, government and any executive official thereof.

"Group" means the Darden Group or the FCPT Group, as the context requires.

"Guaranty" means each guaranty of lease, substantially in the form attached hereto as Exhibit C, to be entered into by Darden in connection with certain of the Leases on or prior to the Distribution Date.

"Hazardous Materials" means any chemical, material, substance, waste, pollutant, emission, discharge, release or contaminant that could result in liability under, or that is prohibited, limited or regulated by or pursuant to, any Environmental Law, and any natural or artificial substance (whether solid, liquid or gas, noise, ion, vapor or electromagnetic) which could cause harm to human health or the environment, including petroleum, petroleum products and byproducts, asbestos and asbestos-containing materials, urea formaldehyde foam insulation, electronic, medical or infectious wastes, polychlorinated biphenyls, radon gas, radioactive substances, chlorofluorocarbons and all other ozone-depleting substances.

"Indemnified Party" has the meaning set forth in Section 7.6(a).

"Indemnifying Party" has the meaning set forth in Section 7.6(a).

"Indemnity Payment" has the meaning set forth in Section 7.6(a).

"Information" means information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, whether or not stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memoranda and other materials

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prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data.

"Information Statement" means the information statement, attached as an exhibit to the Registration Statement, and any related documentation to be provided to holders of Darden Common Stock in connection with the Distribution, including any amendments or supplements thereto.

"Insurance Proceeds" means those monies (i) received by an insured from an insurance carrier, (ii) paid by an insurance carrier on behalf of the insured or (iii) received (including by way of set off) from any third Person in the nature of insurance, contribution or indemnification in respect of any Liability; in any such case net of any applicable premium adjustments (including reserves and retrospectively rated premium adjustments) and net of any costs or expenses incurred in the collection thereof.

"IRS" means the United States Internal Revenue Service.

"Law" means any national, supranational, federal, state, provincial, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any income tax treaty), license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority.

"Leased Property" has the meaning set forth collectively in the Leases.

"Leases" means the lease agreements, each substantially in the form attached hereto as Exhibit D, to be entered into by and among certain members of the Darden Group, on the one hand, and certain members of the FCPT Group, on the other hand, on or prior to the Distribution Date.

"Liabilities" means any and all debts, guarantees, liabilities, Liens, costs, expenses, interest and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured, reserved or unreserved, or determined or determinable, including those arising under any Law, claim (including any third Person product liability claim), demand, Action, whether asserted or unasserted, or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority and those arising under any contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment or undertaking, or any fines, damages or equitable relief that is imposed, in each case, including all costs and expenses relating thereto.

"Lien" means any pledge, claim, lien, mortgage, deed of trust, charge, restriction, control, easement, right of way, exception, reservation, lease, license, grant, covenant or condition, encumbrance or security interest of any kind or nature whatsoever.

"Listing Application" has the meaning set forth in Section 3.1(b).

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"LongHorn San Antonio Business" means the restaurant operations related to the following six LongHorn Restaurants, identified by Darden internal restaurant entity number and location: #5360:5803 North Loop 1604 West, La Cantera, Texas 78249, #5364: 5706 West Loop 1604 North, Culebra, Texas 78251, #5367: 7833 Interstate 35 South, San Antonio, Texas 78224 #5381: 7439 San Pedro Ave, San Antonio, Texas 78216, #5384: 2963 Cold Spring Drive, New Braunfels, Texas 78130, and #5388: 22503 North US Highway 281 Building 2, San Antonio, Texas 78258.

"Nonqualifying Income" means any amount that is treated as gross income for purposes of Section 856 of the Code and which is not Qualifying Income.

"NYSE" means the New York Stock Exchange.

"Offering Memorandum" means any offering memorandum or confidential information memorandum related to the Financing Arrangements.

"Parties" has the meaning set forth in the Preamble.

"Permitted Lien" means: (i) Liens securing Taxes, the payment of which is not delinquent, that may be paid without interest or penalties or the validity or amount of which is actively being contested in good faith by appropriate proceedings diligently pursued; (ii) zoning laws, building codes, rights-of ways and other land use laws and ordinances applicable to the Assigned Assets that are not violated by the existing structures or present uses thereof or the transfer of the Assigned Assets; (iii) carriers', warehousemen's, materialmen's, workmen's, repairmen's and mechanics' liens, and other similar Liens arising or incurred in the ordinary course of business that secure payment of obligations arising in the ordinary course of business not more than 60 days past due or which are being contested in good faith by appropriate proceedings diligently pursued; (iv) subleases; (v) easements, permits, rights-of-way, restrictions (including zoning restrictions), covenants, encroachments, protrusions and other similar charges or encumbrances, and minor title deficiencies, not individually or in the aggregate materially interfering with the conduct of the FCPT Business, taken as a whole; and (vi) those mortgage liens set forth in Section 1.1(c) of the Disclosure Letter.

"Person" means any individual, corporation, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company, Governmental Authority or other entity.

"Plan of Reorganization" means the plan of reorganization, dated the date hereof, by and between Darden and FCPT.

"Private Letter Ruling" has the meaning set forth in the Tax Matters Agreement.

"Qualifying Income" means gross income that is described in Section 856(c)(3) of the Code.

"Record Date" means ____________, 2015.

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"Registration Statement" means the registration statement on Form 10 of FCPT with respect to the registration under the Exchange Act of the FCPT Common Stock, including any amendments or supplements thereto.

"REIT" means real estate investment trust, as such term is defined in Sections 856 through 860 of the Code.

"REIT Qualification Ruling" has the meaning set forth in Section 7.8(f).

"REIT Requirements" means the requirements imposed on REITs pursuant to Sections 856 through 860 of the Code.

"Release Document" has the meaning set forth in Section 7.8(f).

"Reorganization" has the meaning set forth in the Recitals.

"Representatives" has the meaning set forth in Section 8.2(a).

"Required Approvals" has the meaning set forth in Section 2.5(a).

"SEC" means the United States Securities and Exchange Commission.

"Securities Act" means the United States Securities Act of 1933, as amended, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time that reference is made.

"Special Damages" has the meaning set forth in Section 7.9.

"Subsidiary" means, with respect to any Person, any corporation, limited liability company, joint venture or partnership of which such Person (i) beneficially owns, either directly or indirectly, more than fifty percent (50%) of (A) the total combined voting power of all classes of voting securities of such Person, (B) the total combined equity interests or (C) the capital or profit interests, in the case of a partnership, or (ii) otherwise has the power to vote, either directly or indirectly, sufficient securities to elect a majority of the board of directors or similar governing body.

"Tax" has the meaning set forth in the Tax Matters Agreement.

“Tax Contest” has the meaning set forth in the Tax Matters Agreement.

"Tax Matters Agreement" means the Tax Matters Agreement, in substantially the form attached hereto as Exhibit E, to be entered into by and among certain members of the Darden Group, on the one hand, and certain members of the FCPT Group, on the other hand, on or prior to the Distribution Date.

"Tax Opinion" has the meaning set forth in Section 3.1(c).

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"Tax Return" has the meaning set forth in the Tax Matters Agreement.

"Third Party Claim" has the meaning set forth in Section 7.7(a).

"Transaction Agreements" means this Agreement, the Leases, the Guaranty, the Franchise Agreement, the Transition Services Agreement, the Tax Matters Agreement, the Employee Matters Agreement and the Transfer Agreements.

"Transactions" means, collectively, (i) the Reorganization, (ii) the Distribution and (iii) all other transactions contemplated by this Agreement or any other Transaction Agreement.

"Transfer Agreements" means any contribution agreement or other document executed by Darden, FCPT or their applicable Affiliates or Subsidiaries in connection with the transactions contemplated by Section 2.1 and Section 2.4.

"Transition Services Agreement" means the Transition Services Agreement in substantially the form attached hereto as Exhibit F, to be entered into by and among certain members of the Darden Group, on the one hand, and certain members of the FCPT Group, on the other hand, on or prior to the Distribution Date.

ARTICLE II

THE REORGANIZATION

2.1Transfer of Assets; Assumption of Liabilities.

(a)Prior to the Distribution, Darden and FCPT shall, and shall cause their respective Subsidiaries to, complete the Reorganization in accordance with the Plan of Reorganization. As part of the Plan of Reorganization, and without limiting the other steps set forth in the Plan of Reorganization:

(i)Darden shall, and shall cause its applicable Subsidiaries to, assign, transfer, convey and deliver to FCPT or certain Persons designated by FCPT who as of the Effective Time will be members of the FCPT Group, and FCPT or such Persons shall accept from Darden and its applicable Subsidiaries, to the extent not already owned by the FCPT Group, an amount in cash specified in the Plan of Reorganization and all of Darden's and such Subsidiaries' respective direct or indirect right, title and interest in and to all Assigned Assets free and clear of any Liens, except for Permitted Liens or Liens to arise at the Effective Time pursuant to the Financing Arrangements;

(ii)FCPT and certain Persons designated by FCPT who are or will become members of the FCPT Group shall accept and assume, to the extent the FCPT Group is not already liable therefor, all the Assumed Liabilities in accordance with their respective terms, regardless of when or where such Assumed Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective Time, regardless of where or against whom such Assumed Liabilities are asserted or determined (including any Assumed

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Liabilities arising out of claims made by Darden's or FCPT's respective Subsidiaries or Affiliates against any member of the Darden Group or the FCPT Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Darden Group or the FCPT Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates;

(iii)Darden and FCPT shall or shall cause their applicable respective Subsidiaries to execute one or more contribution agreements, pursuant to the terms of which, in the aggregate, Darden or its Subsidiaries shall transfer, directly or indirectly, to FCPT all of the equity of the entities to which the Assigned Assets and Assumed Liabilities have been transferred as contemplated in the foregoing Sections 2.1(a)(i) and (ii) and FCPT shall issue to Darden or its Subsidiaries, as specified in the applicable contribution agreement, the FCPT Common Stock.

(b)In furtherance of the assignment, transfer, conveyance and delivery of the Assigned Assets and the assumption of the Assumed Liabilities in accordance with Section 2.1(a)(i) and (ii) and the issuance by FCPT to Darden and its Subsidiaries of the FCPT Common Stock, (i) Darden shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such additional bills of sale, quitclaim deeds, stock or equity powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment and other documents as and to the extent deemed by FCPT to be reasonably necessary to evidence the transfer, conveyance and assignment of the Assigned Assets to FCPT and its Subsidiaries, and (ii) FCPT shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such additional assumptions of contracts and other instruments of assumption, additional bills of sale, quitclaim deeds, stock or equity powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment and other documents as and to the extent deemed by Darden to be reasonably necessary to evidence the valid and effective assumption of the Assumed Liabilities by FCPT and its Subsidiaries and the issuance by FCPT to Darden of the FCPT Common Stock.

(c)If at any time or from time to time (whether prior to or after the Effective Time), any Party (or any member of such Party's respective Group), shall receive or otherwise possess any Asset or Liability that is allocated to any other Person pursuant to this Agreement or any other Transaction Agreement, such Party shall, as applicable, promptly transfer or accept, or cause to be transferred or accepted, such Asset or Liability, as the case may be, to the Person entitled to such Asset or responsible for such Liability, as the case may be. Prior to any such transfer, the Person receiving, possessing or responsible for such Asset or Liability shall be deemed to be holding such Asset or Liability, as the case may be, in trust for any such other Person.

(d)FCPT, on its own behalf and on behalf of each other member of the FCPT Group, hereby waives compliance by each and every member of the Darden Group with the requirements and provisions of any "bulk-sale" or "bulk-transfer" Laws of any jurisdiction that

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may otherwise be applicable with respect to the transfer or sale of any or all of the Assigned Assets to any member of the FCPT Group.

2.2Assigned Assets.

(a)For purposes of this Agreement, "Assigned Assets" shall mean (without duplication) except as otherwise expressly provided in this Agreement or any other Transaction Agreement (including the Tax Matters Agreement):

(i)all issued and outstanding capital stock of, or other equity interests in, the FCPT Subsidiaries;

(ii)all assets of the FCPT Subsidiaries as of the Effective Time;

(iii)all Assigned Contracts; and

(iv)any and all Assets owned or held immediately prior to the Effective Time by Darden or any of its Subsidiaries that are used primarily in, or that primarily relate to, the FCPT Business, including those listed in Section 2.2(a) of the Disclosure Letter;

but shall not include any Excluded Assets.

(b)For the purposes of this Agreement, "Excluded Assets" shall mean (without duplication), (i) any and all Assets of the Darden Group as of the Effective Time that are not expressly contemplated by this Agreement to be Assigned Assets and (ii) those Assets listed or described in Section 2.2(b) of the Disclosure Letter.

2.3Assumed Liabilities.

(a)For the purposes of this Agreement, "Assumed Liabilities" shall mean (without duplication):

(i)all Liabilities, including Permitted Liens, to the extent relating to, arising out of or resulting from any Assigned Assets, whether arising before, at or after the Effective Time; and

(ii)those Liabilities set forth on in Section 2.3(a) of the Disclosure Letter;

but shall not include any Excluded Liabilities.

(b)For the purposes of this Agreement, "Excluded Liabilities" shall mean (without duplication), (i) any and all Liabilities of Darden and its Subsidiaries as of the Effective Time that are not expressly contemplated by this Agreement to be Assumed Liabilities, and (ii) those Liabilities listed or described in Section 2.3(b) of the Disclosure Letter.

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2.4Transfer of Assets and Assumption of Liabilities from and after the EffectiveTime.

(a)To the extent any Excluded Asset is transferred or assigned to, or any Excluded Liability is assumed by, a member of the FCPT Group at the Effective Time or is owned or held by a member of the FCPT Group after the Effective Time, and to the extent any Assigned Asset has not been transferred or assigned to, or any Assumed Liability has not been assumed by, a member of the FCPT Group at the Effective Time or is owned or held by a member of the Darden Group after the Effective Time, from and after the Effective Time:

(i)FCPT or Darden, as applicable, shall, and shall cause its applicable Subsidiaries to, promptly assign, transfer, convey and deliver to the other Party or certain of its Subsidiaries designated by such Party, and FCPT or Darden, or such Subsidiaries, as applicable, shall accept from Darden or FCPT and such applicable Subsidiaries, such Assets of Darden or FCPT; and

(ii)Darden or FCPT, as applicable, or certain Subsidiaries of Darden or FCPT designated by such Party, shall promptly accept, assume and agree faithfully to perform, discharge and fulfill all such Liabilities of Darden or FCPT in accordance with their respective terms.

(b)In furtherance of the assignment, transfer, conveyance and delivery of Assets and the assumption of Liabilities set forth in this Section 2.4, and without any additional consideration therefor: (A) the applicable Party shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such bills of sale, quitclaim deeds, stock or equity powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of such Party's and its Subsidiaries' right and interest in and to the applicable Assets to the other Party and its Subsidiaries, and (B) the applicable Party shall execute and deliver such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the applicable Liabilities by such Party.

2.5Approvals and Notifications.

(a)To the extent that the transfer or assignment of any Assigned Asset, the assumption of any Assumed Liability, the Reorganization or the Distribution requires any Approvals or Notifications (the "Required Approvals"), the Parties will use their commercially reasonable efforts to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided, however, that, except to the extent expressly provided in any of the other Transaction Agreement, neither Darden nor FCPT shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make such Approvals or Notifications.

(b)If and to the extent that it is mutually determined by the Parties prior to the Distribution Date that any Required Approvals cannot be obtained or that the transfer or

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assignment of any Assets or assumption of any Liabilities would be violative, in any material respect, of an applicable Law notwithstanding the receipt of the Required Approvals then, unless the Parties mutually shall otherwise determine, the transfer or assignment of such Assets or the assumption of such Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all necessary Approvals or Notifications have been obtained or made and all violations of Law have been resolved; provided, however, that if such Approvals or Notifications are not obtained or made or such violations of Law are not resolved, in each case by the second (2nd) anniversary of the Distribution Date, then, unless the Parties mutually shall otherwise determine, all Assets and Liabilities that are held by any member of the Darden Group or the FCPT Group, as the case may be, will be retained by such Party indefinitely, and the Parties shall execute mutually acceptable documentation to such effect in accordance with applicable Law.

(c)If any transfer or assignment of any Assigned Asset or any assumption of any Assumed Liability intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Distribution Date, whether as a result of the provisions of Section 2.5(b) or for any other reason, then the Parties shall use commercially reasonable efforts to effect such transfer, assignment or assumption as promptly following the Distribution Date as shall be practicable. The member of the Darden Group retaining such Assigned Asset or such Assumed Liability, as the case may be, shall thereafter hold such Assigned Asset or Assumed Liability, as the case may be, for the use and benefit of the member of the FCPT Group entitled thereto (at the expense of the member of the FCPT Group entitled thereto) until such Assigned Asset or Assumed Liability is transferred to a member of the FCPT Group or until such Assigned Asset or Assumed Liability is retained by the member of the Darden Group pursuant to Section 2.5(b), whichever is sooner, and FCPT shall, or shall cause the applicable member of the FCPT Group to, pay or reimburse the Party retaining such Assumed Liability for all amounts paid or incurred in connection with the retention of such liability. In addition, for such period, the member of the Darden Group retaining such Assigned Asset or such Assumed Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Assigned Asset or Assumed Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the member of the FCPT Group to whom such Assigned Asset is to be transferred or assigned, or which will assume such Assumed Liability, as the case may be (including possession, use, risk of loss, potential for gain, and dominion, control and command over such Assigned Asset or Assumed Liability), in order to place such member of the FCPT Group in a substantially similar position as if such Assigned Asset or Assumed Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Assigned Asset or Assumed Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Assigned Asset or Assumed Liability, as the case may be, is to inure from and after the Effective Time to the FCPT Group. In furtherance of the foregoing, the Parties agree that, as of the Distribution Date, each member of the FCPT Group shall be deemed to have acquired complete and sole beneficial ownership over all of the Assigned Assets, together with all rights, powers and privileges incident thereto, and shall be deemed to have assumed in accordance with the terms of this Agreement all of the Assumed Liabilities, and all duties, obligations and responsibilities incident

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thereto, which such member is entitled to acquire or required to assume pursuant to the terms of this Agreement.

(d)With respect to Assigned Assets or Assigned Liabilities described in Section 2.5(c), each of Darden and FCPT shall, and shall cause the members of its respective Group to, (i) treat for all income Tax purposes, (A) any Assigned Asset retained by the Darden Group as having been transferred to and owned by the member of the FCPT Group entitled to such Assigned Asset not later than the Distribution Date and (B) any Assigned Liability retained by the Darden Group as a liability having been assumed and owned by the member of the FCPT Group intended to be subject to such Assumed Liabilities not later than the Distribution Date and (ii) neither report nor take any income Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax Law or good faith resolution of a Tax Contest relating to income Taxes).

(e)If and when the Approvals or Notifications the absence of which caused the deferral of transfer or assignment of any Assigned Asset or the deferral of assumption of any Assumed Liability pursuant to Section 2.5(b) are obtained or made, and, if and when any other violation of Law contemplated in Section 2.5(b) has been resolved, the transfer or assignment of the applicable Assigned Asset or the assumption of the applicable Assumed Liability, as the case may be, shall be effected in accordance with the terms of this Agreement and/or the applicable Transaction Agreement.

(f)Any member of the Darden Group retaining an Assigned Asset or Assumed Liability due to the deferral of the transfer or assignment of such Assigned Asset or the deferral of the assumption of such Assumed Liability, as the case may be, shall not be obligated, in connection with the foregoing, unless the Parties have executed documentation providing for such asset or liability to be retained by such Party pursuant to Section 2.5(b), to expend any money unless the necessary funds are advanced (or otherwise made available) by FCPT or the member of the FCPT Group entitled to the Assigned Asset or Assumed Liability, other than reasonable out-of-pocket expenses, attorneys' fees and recording or similar fees, all of which shall be promptly reimbursed by FCPT or the member of the FCPT Group entitled to such Assigned Asset or Assumed Liability.

(g)To the extent any Assigned Asset intended to be subject to the Leases is retained by a member of the Darden Group pursuant to Section 2.5(b), the rent payable under the Leases and the other obligations of the tenant and the landlord under the Leases with respect to such Assigned Asset shall not be impacted by the retention of such Assigned Asset by a member of the Darden Group (and such rent and other obligations shall be determined as if such Assigned Asset had been transferred or assigned to FCPT or a member of the FCPT Group).

2.6Responsibility for Assumed Liabilities Retained by Darden. If Darden or FCPT is unable to obtain, or to cause to be obtained, any consent, substitution, approval, amendment or release required to transfer an Assumed Liability to a member or members of the FCPT Group, then until the second (2nd) anniversary of the Effective Time, the applicable member of the Darden Group shall continue to be bound by such agreement, lease, license or other obligation or Liability and, unless not permitted by the terms thereof or by Law, FCPT shall, as agent or

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subcontractor for such member of the Darden Group, as the case may be, pay, perform and discharge fully all the obligations or other Liabilities of such member of the Darden Group that constitute Assumed Liabilities, as the case may be, thereunder from and after the Effective Time. FCPT shall indemnify each Darden Indemnified Party, and hold each of them harmless, against any Liabilities arising in connection therewith; provided, that pursuant hereto FCPT shall have no obligation to indemnify any Darden Indemnified Party that has engaged in any knowing and intentional violation of Law, breach of contract, tort, fraud or misrepresentation in connection therewith. Darden shall cause each member of the Darden Group without further consideration, to pay and remit, or cause to be paid or remitted, to FCPT, promptly all money, rights and other consideration received by it or any member of the Darden Group in respect of such performance (unless any such consideration is an Excluded Asset). If and when any such consent, substitution, approval, amendment or release shall be obtained or the obligations under such agreement, lease, license or other obligations or Liabilities shall otherwise become assignable or able to be novated, Darden shall promptly assign, or cause to be assigned, all its obligations and other Liabilities thereunder or any obligations of any member of the Darden Group to FCPT without payment of further consideration and FCPT shall, without the payment of any further consideration, assume such obligations in accordance with the terms of this Agreement and/or the applicable Transaction Agreement.

ARTICLE III

THE DISTRIBUTION

3.1Actions Prior to the Distribution. Prior to the Distribution, the following shall occur:

(a)Securities Filings. The Parties have caused the Registration Statement to be prepared and filed with the SEC and to become effective prior to or contemporaneously with the date of this Agreement. The Parties shall cooperate to either cause the Information Statement to be mailed to the holders of record of the Darden Common Stock as of the Record Date or post the Information Statement online and cause a notice of availability thereof to be mailed to the holders of record of Darden Common Stock as of the Record Date. The Parties shall cooperate in preparing, filing with the SEC and causing to become effective any registration statements or amendments or supplements thereto that are necessary or appropriate in order to effect the Transactions, or to reflect the establishment of, or amendments to, any employee benefit plans contemplated hereby. The Parties shall take all such action as may be necessary or appropriate under state and foreign securities or "blue sky" Laws in connection with the Transactions.

(b)Listing. Prior to the date of this Agreement, the Parties have caused an application for the listing on the NYSE, of the FCPT Common Stock that will be distributed to the holders of Darden Common Stock in the Distribution (the "Listing Application") to be prepared and filed. The Parties shall use commercially reasonable efforts to have the Listing Application approved, subject to official notice of issuance, as soon as reasonably practicable following the date of this Agreement. Darden shall give the NYSE notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act.

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(c)Distribution Agent. Darden shall enter into a distribution agent agreement with the Distribution Agent or otherwise provide instructions to the Distribution Agent regarding the Distribution.

(d)Transaction Agreements. Prior to the Effective Time, each Party shall execute and deliver, and shall cause each applicable member of its Group to execute and deliver, as applicable, the Transaction Agreements and such other written agreements, documents or instruments as the Parties may agree are reasonably necessary or desirable in connection with the Transactions.

(e)Governance Matters. On or prior to the Distribution Date, the Parties shall take all necessary actions to adopt the Articles of Amendment and Restatement of FCPT (the "Articles of Amendment and Restatement") and the Amended and Restated Bylaws of FCPT (the "Amended and Restated Bylaws"), each substantially in the forms filed by FCPT with the SEC as exhibits to the Registration Statement. On or prior to the Distribution Date, the Parties shall take all necessary action so that, as of the Distribution Date, the officers and directors of FCPT will be as set forth in the Information Statement, with such changes as may be reasonably acceptable to Darden.

3.2Conditions Precedent to the Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied (or waived by Darden, in whole or in part, in its sole discretion):

(a)each of the other Transaction Agreements shall have been duly executed and delivered by the parties thereto;

(b)the Reorganization shall have been completed in accordance with the Plan of Reorganization;

(c)Darden shall have received an opinion of Skadden, Arps, Slate, Meagher & Flom LLP, in form and substance satisfactory to Darden, confirming, among other things, that the Reorganization and Distribution, together with certain related transactions, will qualify as tax-free to Darden, FCPT and holders of Darden Common Stock for U.S. federal income tax purposes under Sections 355, 368(a)(1)(D) and 361 and related provisions of the Code (the "Tax Opinion");

(d)the boards of directors of Darden and FCPT shall have received solvency and surplus opinions from an independent financial advisory firm in connection with the Transactions, each in such form and substance as it shall deem necessary, appropriate or advisable;

(e)the Registration Statement shall have been declared effective by the SEC, with no stop order in effect with respect thereto, and no proceedings for such purpose shall be pending before, or threatened by, the SEC, and the Information Statement shall have been mailed to holders of Darden Common Stock as of the Record Date or shall have been posted online with

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a notice of the availability thereof having been mailed to the holders of record of Darden Common Stock as of the Record Date;

(f)such registration statements on Form S-8 or post-effective amendments thereto as are necessary and appropriate to register the equity awards contemplated by the Registration Statement to be available for granting to directors and employees of FCPT and Darden shall have been filed with the SEC and shall have become effective;

(g)all actions and filings necessary or appropriate under applicable federal, state or foreign securities or "blue sky" Laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted;

(h)the FCPT Common Stock to be delivered in the Distribution shall have been accepted for listing on NYSE, subject to compliance with applicable listing requirements;

(i)no order, injunction or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution or any of the transactions related thereto, including the Reorganization, shall be threatened, pending or in effect;

(j)all Required Approvals shall have been obtained and be in full force and effect;

(k)FCPT shall have entered into the financing transactions described in the Registration Statement or the Information Statement and contemplated to occur on or prior to the Distribution Date (collectively, the "Financing Arrangements"), and any required consents or amendments under any instrument to which Darden is a party shall have become effective and shall be in full force and effect,

(l)FCPT shall have transferred to Darden or the applicable member of the Darden Group, no later than immediately prior to the Distribution, as contemplated by the Plan of Reorganization, all of the stock of FCPT;

(m)Darden and FCPT shall each have taken all necessary action that may be required to provide for the adoption by FCPT of the Articles of Amendment and Restatement and the Amended and Restated Bylaws, and FCPT shall have filed the Articles of Amendment and Restatement with the Maryland State Department of Assessments and Taxation;

(n)at or prior to the Effective Time, Darden and FCPT shall have taken all actions as may be necessary to approve the stock-based employee benefit plans of FCPT in order to satisfy the applicable rules and regulations of NYSE; and

(o)no other condition shall fail to be satisfied and no event or development shall have occurred or exist that, in the judgment of the board of directors of Darden, in its sole discretion, makes it inadvisable to effect the Transactions.

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Notwithstanding Section 3.1(d) or any other provision hereof, each of the foregoing conditions is for the sole benefit of Darden and shall not give rise to or create any duty on the part of Darden or its board of directors to waive or not to waive any such condition or to effect the Reorganization and the Distribution, or in any way limit Darden's rights of termination set forth in this Agreement. Any determination made by Darden prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 shall be conclusive and binding on the Parties.

3.3The Distribution.

(a)Subject to the terms and conditions set forth in this Agreement, including Section 3.3(b), (i) on or prior to the Distribution Date, Darden shall deliver to the Distribution Agent for the benefit of holders of record of Darden Common Stock on the Record Date book-entry transfer authorizations for such number of the issued and outstanding shares of FCPT Common Stock necessary to effect the Distribution, (ii) the Distribution shall be effective at the Effective Time, and (iii) Darden shall instruct the Distribution Agent to distribute, on or as soon as practicable after the Effective Time, to each holder of record of Darden Common Stock as of the Record Date, by means of a pro rata distribution, (x) one (1) share of FCPT Common Stock for every three (3) shares of Darden Common Stock so held, and (x) cash, if applicable, in lieu of fractional shares, in an amount determined in accordance with Section 4.1(b) hereof. Following the Distribution Date, FCPT agrees to provide all book-entry transfer authorizations for shares of FCPT Common Stock that Darden or the Distribution Agent shall require in order to effect the Distribution.

(b)Notwithstanding anything herein to the contrary, no fractional shares of FCPT Common Stock shall be distributed in connection with the Distribution, and any such fractional share interests to which a holder of Darden Common Stock would otherwise be entitled shall not entitle such holder to vote or to any other rights as a stockholder of FCPT. In lieu of any such fractional shares, each holder of Darden Common Stock who, but for the provisions of this section, would be entitled to receive a fractional share interest of FCPT Common Stock pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. Darden will direct the Distribution Agent to determine the number of whole shares and fractional shares of FCPT allocable to each holder of Darden Common Stock, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each holder of Darden Common Stock who otherwise would be entitled to receive fractional share interests and to distribute to each such holder his, her or its ratable share of the total proceeds of such sale, after making appropriate deductions of the amounts required for U.S. federal income tax withholding purposes and after deducting any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Distribution Agent. None of Darden, FCPT or the Distribution Agent shall guarantee any minimum sale price for the fractional shares of FCPT Common Stock. Neither Darden nor FCPT shall pay any interest on the proceeds from the sale of fractional shares. The Distribution Agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares

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and to determine when, how and at what price to sell such shares. Neither the Distribution Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Darden or FCPT.

(c)NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, DARDEN SHALL, IN ITS SOLE AND ABSOLUTE DISCRETION, DETERMINE THE DISTRIBUTION DATE AND ALL TERMS OF THE DISTRIBUTION, INCLUDING THE FORM, STRUCTURE AND TERMS OF ANY TRANSACTIONS AND/OR OFFERINGS TO EFFECT THE DISTRIBUTION AND THE TIMING OF AND CONDITIONS TO THE CONSUMMATION THEREOF. IN ADDITION, EVEN IF ALL OF THE CONDITIONS HAVE BEEN SATISFIED, THIS AGREEMENT MAY BE AMENDED, MODIFIED, ABANDONED OR OTHERWISE TERMINATED AT ANY TIME PRIOR TO THE EFFECTIVE TIME BY DARDEN, WITHOUT THE PRIOR APPROVAL OF ANY OTHER PERSON, INCLUDING FCPT, IF THE BOARD OF DIRECTORS OF DARDEN DETERMINES, IN ITS SOLE AND ABSOLUTE DISCRETION, THAT THE TRANSACTIONS ARE NOT IN THE BEST INTERESTS OF DARDEN AND ITS STOCKHOLDERS OR THAT MARKET CONDITIONS OR OTHER CIRCUMSTANCES ARE SUCH THAT THE TRANSACTIONS ARE NO LONGER ADVISABLE AT THAT TIME.

(d)The Parties agree that this Agreement constitutes a "plan of reorganization" within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a).

ARTICLE IV

ACCESS TO INFORMATION

4.1Agreement for Exchange of Information. After the Effective Time (or such earlier time as the Parties may agree) and until the seventh (7th) anniversary of the date of this Agreement, each of Darden and FCPT, on behalf of its respective Group, agrees to provide, or cause to be provided, to the other Group, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of such respective Group which the requesting Party reasonably needs; provided, however, that in the event that any Party determines that any such provision of Information could be commercially detrimental, violate any Law or agreement, or waive any attorney-client privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence.

4.2Ownership of Information. Any Information owned by one Group that is provided to a requesting Party pursuant to Section 4.1 shall be deemed to remain the property of the providing Party, except where such Information is an Asset of the requesting Party pursuant to the provisions of this Agreement or any other Transaction Agreement. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any Information requested or provided pursuant to Section 4.1.

4.3Compensation for Providing Information. The Party requesting Information agrees to reimburse the other Party for the reasonable out-of-pocket costs and expenses, if any of

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creating, gathering and copying such Information to the extent that such costs are incurred in connection with such other Party's provision of Information in response to the requesting Party.

4.4Record Retention.

(a)To facilitate the possible exchange of Information pursuant to this Article IV and other provisions of this Agreement after the Effective Time, the Parties agree to use their commercially reasonable efforts to retain all Information in their respective possession or control in accordance with the policies or ordinary course practices of Darden in effect at the Effective Time (including any Information that is subject to a "Litigation Hold" issued by any Party prior to the Distribution Date) or such other policies or practices as may be reasonably adopted by the appropriate Party after the Effective Time.

(b)Except in accordance with its, or its applicable Subsidiaries', policies and ordinary course practices, no Party will destroy, or permit any of its Subsidiaries to destroy, any Information that would, in accordance with such policies or ordinary course practices, be archived or otherwise filed in a centralized filing system by such Party or its applicable Subsidiaries; in furtherance of the foregoing, no Party will destroy, or permit any of its Subsidiaries to destroy, any Information required to be retained by applicable Law.

(c)In the event of any Party's or any of its Subsidiaries' inadvertent failure to comply with its applicable document retention policies as required under this Section 4.4, such Party shall be liable to the other Party solely for the amount of any monetary fines or penalties imposed or levied against such other Party by a Governmental Authority (which fines or penalties shall not include any Liabilities asserted in connection with the claims underlying the applicable Action, other than fines or penalties resulting from any claim of spoliation) as a result of such other Party's inability to produce Information caused by such inadvertent failure and, notwithstanding Sections 7.2 and 7.3, shall not be liable to such other Party for any other Liabilities.

4.5Liability. No Party shall have any liability to any other Party in the event that any Information exchanged or provided pursuant to this Agreement which is an estimate or forecast, or which is based on an estimate or forecast, is found to be inaccurate in the absence of willful misconduct by the Party providing such Information.

4.6Other Agreements Providing for Exchange of Information.

(a)The rights and obligations granted under this Article IV are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange, retention or confidential treatment of Information set forth in any other Transaction Agreement.

(b)Any Party that receives, pursuant to a request for Information in accordance with this Article IV, Information that is not relevant to its request shall (i) either destroy such Information or return it to the providing Party and (ii) deliver to the providing Party a certificate certifying that such Information was destroyed or returned, as the case may be,

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which certificate shall be signed by an officer of the requesting Party holding the title of vice president or above.

(c)When any Information provided by one Group to the other (other than Information provided pursuant to Section 4.4) is no longer needed for the purposes contemplated by this Agreement or any other Transaction Agreement or is no longer required to be retained by applicable Law, the receiving Party will promptly after request of the other Party either return to the other Party all Information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or certify to the other Party that it has destroyed such Information (and such copies thereof and such notes, extracts or summaries based thereon).

4.7Production of Witnesses; Records; Cooperation.

(a)After the Effective Time, except in the case of an adversarial Action by one Party against another Party, each Party hereto shall use its commercially reasonable efforts to make available to each other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all reasonable out-of-pocket costs and expenses in connection therewith.

(b)If an Indemnifying Party chooses to defend or to seek to compromise or settle any Third Party Claim, the Indemnified Party shall use commercially reasonable efforts to make available to such Indemnifying Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such persons (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with such defense, settlement or compromise, or the prosecution, evaluation or pursuit thereof, as the case may be, and shall otherwise cooperate in such defense, settlement or compromise, or such prosecution, evaluation or pursuit, as the case may be. The Indemnifying Party shall bear all reasonable out-of-pocket costs and expenses in connection therewith.

(c)For the avoidance of doubt, the provisions of this Section 4.7 are in furtherance of the provisions of Section 4.1 and shall not be deemed to in any way limit or otherwise modify the Parties' rights and obligations under Section 4.1.

4.8Privileged Matters.

(a)The Parties recognize that legal and other professional services that have been and will be provided prior to the Effective Time have been and will be rendered for the

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collective benefit of each of the members of the Darden Group and the FCPT Group, and that each of the members of the Darden Group and the FCPT Group should be deemed to be the client with respect to such services for the purposes of asserting all privileges which may be asserted under applicable Law in connection therewith.

(b)The Parties agree as follows:

(i)Darden shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with any privileged Information that relates solely to the Darden Business and not to the FCPT Business, whether or not the privileged Information is in the possession or under the control of any member of the Darden Group or any member of the FCPT Group. Darden shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with any privileged Information that relates solely to any Excluded Liabilities resulting from any Actions that are now pending or may be asserted in the future, whether or not the privileged Information is in the possession or under the control of any member of the Darden Group or any member of the FCPT Group; and

(ii)FCPT shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with any privileged Information that relates solely to the FCPT Business and not to the Darden Business, whether or not the privileged Information is in the possession or under the control of any member of the FCPT Group or any member of the Darden Group. FCPT shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with any privileged Information that relates solely to any Assumed Liabilities resulting from any Actions that are now pending or may be asserted in the future, whether or not the privileged Information is in the possession or under the control of any member of the FCPT Group or any member of the Darden Group.

(c)Subject to the restrictions set forth in this Section 4.8, the Parties agree that they shall have a shared privilege, each with equal right to assert or waive any such shared privilege, with respect to all privileges not allocated pursuant to Section 4.8(b) and all privileges relating to any Actions or other matters that involve both the Darden Group and the FCPT Group and in respect of which both Parties have Liabilities under this Agreement, and that no such shared privilege or immunity may be waived by either Party without the consent of the other Party.

(d)In the event of any Actions between Darden and FCPT, or any members of their respective Groups, either Party may waive a privilege in which the other Party or member of such other Party's Group has a shared privilege, without obtaining consent pursuant to Section 4.8(c); provided, that such waiver of a shared privilege shall be effective only as to the use of Information with respect to the Action between the Parties and/or the applicable members of their respective Groups, and shall not operate as a waiver of the shared privilege with respect to any third Person.

(e)If any dispute arises between Darden and FCPT, or any members of their respective Groups, regarding whether a privilege should be waived to protect or advance the interests of either the Darden Group or the FCPT Group, each Party agrees that it shall (i)

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negotiate with the other Party in good faith, (ii) endeavor to minimize any prejudice to the rights of the other Party and (iii) not unreasonably withhold, condition or delay consent to any request for waiver by the other Party. Further, each Party specifically agrees that it will not withhold its consent to the waiver of a privilege for any purpose except to protect its own legitimate interests.

(f)In furtherance of the Parties' agreement under this Section 4.8, Darden and FCPT shall, and shall cause applicable members of their respective Group to, maintain their respective separate and joint privileges, including by executing joint defense and common interest agreements where necessary or useful for this purpose.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF DARDEN

Except as disclosed in any form, statement, document, schedule or report, together with any amendments thereto and exhibits or other information incorporated therein, filed with or furnished to the SEC by Darden and publicly available on the EDGAR system prior to the date of this Agreement (excluding any disclosures set forth in any section thereof entitled "Risk Factors" or "Forward-Looking Statements" or any other disclosures included therein to the extent that they are predictive or forward-looking in nature), Darden hereby represents and warrants to FCPT as follows:

5.1Organization and Authority. Darden is a corporation duly organized, validly existing and in good standing under the Laws of the State of Florida. Darden has all corporate power and authority to enter into this Agreement and the other Transaction Agreements and to carry out the Transactions, and to own, lease or operate its property and to carry on its business as presently conducted. Except as would not reasonably be expected to result in a material adverse effect on the FCPT Business taken as a whole or on Darden’s ability to carry out the Transactions, to the extent required under applicable Law, Darden is qualified to do business and in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary.

5.2Due Authorization. The execution, delivery and performance of this Agreement and the other Transaction Agreements by Darden has been duly and validly authorized by all necessary action of Darden. This Agreement and the other Transaction Agreements constitute the legal, valid and binding obligations of Darden, enforceable against Darden in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium or other similar Law relating to creditors' rights and general principles of equity.

5.3Consents and Approvals. Except as set forth in Section 5.3 of the Disclosure Letter or as have been obtained or made prior to the date of this Agreement, no material Approval or Notification is required to be obtained from or made to any Governmental Authority or third party by Darden in connection with the execution, delivery and performance of this Agreement and the other Transaction Agreements or the consummation of the Transactions.

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5.4No Violation. None of the execution, delivery or performance of this Agreement and the other Transaction Agreements, or the consummation of the Transactions does or will, with or without the giving of notice, lapse of time, or both, (a) conflict with the organizational documents of Darden, or (b) violate, conflict with, result in a material breach of, or constitute a material default under or give to others any right of termination, acceleration, cancelation or other right under (i) any material agreement, document or instrument to which Darden is a party or by which Darden (or its assets or properties) is bound or (ii) any term or provision of any judgment, order, writ, injunction or decree binding on Darden (or its assets or properties).

5.5Litigation. Except as set forth in Section 5.5 of the Disclosure Letter or that relate to Excluded Liabilities, there is no material Action, litigation, claim or other proceeding, either judicial or administrative (including, without limitation, any governmental action or proceeding), pending or, to Darden's knowledge, threatened in the last twelve months, against Darden or its Subsidiaries with respect to any Assigned Asset or the FCPT Business. Darden and its Subsidiaries are not bound by any material outstanding order, writ, injunction or decree of any Governmental Authority against or affecting all or any portion of the Assigned Assets or the FCPT Business.

5.6Solvency. Darden has been and will be solvent at all times prior to and immediately after giving effect to the Reorganization and the Distribution.

5.7Ownership of Assigned Assets.

(a)Darden or its Subsidiaries are, and as of immediately prior to the execution of the Transfer Agreements will be, the owner of the Assigned Assets and have the power and authority to transfer, sell, assign and convey to FCPT and its Subsidiaries the Assigned Assets free and clear of any Liens, except for Permitted Liens and Liens to arise at the Effective Time pursuant to the Financing Arrangements, and, upon delivery of the consideration for such Assigned Assets as provided in this Agreement, FCPT will, except for Permitted Liens or Liens to arise at the Effective Time pursuant to the Financing Arrangements or as set forth in Sections 1.1(a) and 2.2(b) of the Disclosure Letter, acquire good and valid title thereto, free and clear of any Liens. Except as provided for or contemplated by this Agreement, there are no rights, subscriptions, warrants, options, conversion rights, preemptive rights, agreements, instruments or understandings of any kind outstanding (a) relating to the Assigned Assets or (b) to purchase, transfer or to otherwise acquire, or to in any way encumber, any of the Assigned Assets.

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5.8No Undisclosed Liabilities; Absence of Certain Changes or Events. No material liabilities or obligations (whether direct or indirect, accrued, contingent or otherwise) have been incurred with respect to the FCPT Business other than the Assumed Liabilities and such other liabilities and obligations as have been disclosed prior to the date hereof. Since June 1, 2015, there has not been any effect, change, fact, event, occurrence or circumstance that, individually or in the aggregate, has had or would reasonably be expected to result in a material adverse effect on the FCPT Business taken as a whole.

5.9Taxes. Darden or its Subsidiaries have filed all material Tax Returns and material reports required to be filed by them (after giving effect to any filing extension properly granted by a Governmental Authority having authority to do so) with respect to the Assigned Assets and the FCPT Business and all such returns and reports are accurate and complete in all material respects, and have paid (or had paid on their behalf) all material Taxes as required to be paid by them. No material deficiencies for any Taxes have been proposed, asserted or assessed against Darden or its Subsidiaries with respect to the Assigned Assets or the FCPT Business, and no material requests for waivers of the time to assess any such Taxes are pending. Except as set forth in Section 5.9 of the Disclosure Letter , no Tax audits are pending with respect to the Assigned Assets or the FCPT Business.

5.10Compliance With Laws. The Assigned Assets have been maintained and operated, and on the date hereof are, in compliance in all material respects with all applicable Laws (including, without limitation, those currently relating to fire, life safety, health codes and sanitation, Americans with Disabilities Act, zoning and building laws) whether Federal, state or local, foreign, except for Environmental Laws which are addressed solely by Section 5.12.

5.11Licenses and Permits. To Darden's knowledge, all material licenses, permits and certificates (including certificates of occupancy) required in connection with the ownership, construction, use, occupancy, management, leasing and operation of the Assigned Assets have been obtained, are, in all material respects, in full force and effect and in good standing.

5.12Environmental Compliance. To Darden's knowledge, the Assigned Assets are currently being operated in compliance in all material respects with all applicable Environmental Laws and Environmental Permits. Darden has not received, and to Darden's knowledge none of its Subsidiaries has received, any written notice from any Governmental Authority or any other Person claiming that Darden or any of its Subsidiaries are in material violation of, or has any material liability under, any Environmental Law or Environmental Permit with respect to the Assigned Assets or the FCPT Business. To Darden's knowledge, there has been no spill or release of any Hazardous Materials that would reasonably be likely to result in any material claim under any Environmental Laws or Environmental Permit with respect to the Assigned Assets or the FCPT Business.

5.13Exclusive Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE V OR IN ANY OTHER TRANSACTION AGREEMENT, DARDEN AND ITS SUBSIDIARIES HAVE NOT MADE AND DO NOT HEREBY MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES TO FCPT, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING

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ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY IN CONNECTION WITH THE ASSIGNED ASSETS, THE REORGANIZATION, THE DISTRIBUTION OR THE TRANSACTIONS. Except as expressly set forth in Article VI or in any other Transaction Agreement, Darden acknowledges that no representation or warranty has been made by FCPT or its Subsidiaries with respect to the legal and tax consequences of the Reorganization, the Distribution or any other aspect of the Transactions and that they have not relied upon any other such representation or warranty.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF FCPT

Except as disclosed in the Registration Statement or the Information Statement, together with any amendments thereto and exhibits or other information incorporated therein, filed with or furnished to the SEC by FCPT and publicly available on the EDGAR system prior to the date of this Agreement (excluding any disclosures set forth in any section thereof entitled "Risk Factors" or "Forward-Looking Statements" or any other disclosures included therein to the extent that they are predictive or forward-looking in nature), FCPT hereby represents and warrants to Darden as follows:

6.1Organization and Authority. FCPT is a corporation duly organized, validly existing and in good standing under the Laws of the State of Maryland. FCPT has all corporate power and authority to enter into this Agreement and the other Transaction Agreements and to carry out the Transactions, and to own, lease or operate its property and to carry on its business as presently conducted and, to the extent required under applicable Law, is qualified to do business and in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary.

6.2Due Authorization. The execution, delivery and performance of this Agreement and the other Transaction Agreements by FCPT has been duly and validly authorized by all necessary action of FCPT. This Agreement and the other Transaction Agreements constitute the legal, valid and binding obligations of FCPT, enforceable against FCPT in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium or other similar Law relating to creditors' rights and general principles of equity.

6.3Consents and Approvals. Except as shall have been satisfied on or prior to the Effective Time, no material consent, waiver, approval or authorization of, or filing with, any Person or Governmental Authority or under any applicable Law is required to be obtained by FCPT in connection with the execution, delivery and performance of this Agreement and the other Transaction Agreements or the consummation of the Transactions.

6.4No Violation. None of the execution, delivery or performance of this Agreement and the other Transaction Agreements, or the consummation of the Transactions, does or will, with or without the giving of notice, lapse of time, or both, (a) conflict with the organizational documents of FCPT, or (b) violate, conflict with, result in a material breach of, or constitute a material default under or give to others any right of termination, acceleration, cancelation or

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other right under (i) any material agreement, document or instrument to which FCPT is a party or by which FCPT (or its assets or properties) is bound or (ii) any term or provision of any judgment, order, writ, injunction, or decree binding on FCPT (or its assets or properties).

6.5Validity of FCPT Common Stock. The shares of FCPT Common Stock to be issued to Darden and its Subsidiaries pursuant to this Agreement have been duly authorized by FCPT and, when issued against the consideration therefor, will be validly issued by FCPT, fully paid and non-assessable, and free and clear of all preemptive rights and Liens created by FCPT.

6.6Litigation. There are no actions, suits or proceedings pending or, to FCPT's knowledge, threatened against FCPT that arise from, are based upon, or challenge the validity of this Agreement or the consummation of the Transactions or that seek to prevent the consummation of the Transactions and that, in each case, if adversely determined could adversely impact FCPT's ability to consummate the Transactions.

6.7Solvency. FCPT has been and will be solvent at all times prior to and immediately after giving effect to the Distribution.

6.8Limited Activities. FCPT and its Subsidiaries have not engaged in activities except in preparation for consummation of the Transactions, any have not incurred any material obligations except as contemplated by this Agreement.

6.9Exclusive Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE VI OR IN ANY OTHER TRANSACTION AGREEMENT, FCPT AND ITS SUBSIDIARIES HAVE NOT MADE AND DO NOT HEREBY MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES TO DARDEN, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY IN CONNECTION WITH THE REORGANIZATION, THE DISTRIBUTION OR THE TRANSACTIONS. Except as expressly set forth in Article V or in any other Transaction Agreement,, FCPT acknowledges that no representation or warranty has been made by Darden or its Subsidiaries with respect to the Reorganization, the Distribution or any other aspect of the Transactions and that FCPT has not relied upon any other such representation or warranty.

ARTICLE VII

RELEASE AND INDEMNIFICATION

7.1Release of Pre-Distribution Claims.

(a)Except as provided in Section 7.1(c) or in any Transaction Agreement, effective as of the Effective Time, FCPT does hereby, for itself and each other member of the FCPT Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Effective Time have been directors, officers, agents or employees of any member of the FCPT Group (in each case, in their respective capacities as such) release and forever discharge Darden and the other members of the Darden Group, their respective Affiliates,

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successors and assigns, and all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Darden Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at Law or in equity (including any right of contribution), whether arising under any contract or agreement, by operation of Law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Effective Time, including in connection with the Transactions and all other activities to implement the Transactions.

(b)Except as provided in Section 7.1(c), effective as of the Effective Time, Darden does hereby, for itself and each other member of the Darden Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Effective Time have been directors, officers, agents or employees of any member of the Darden Group (in each case, in their respective capacities as such), release and forever discharge FCPT, the other members of the FCPT Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Effective Time have been directors, officers, agents or employees of any member of the FCPT Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at Law or in equity (including any right of contribution), whether arising under any contract or agreement, by operation of Law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Effective Time, including in connection with the Transactions and all other activities to implement the Transactions.

(c)Nothing contained in Section 7.1(a) or Section 7.1(b) shall impair any right of any Person to enforce this Agreement or any other Transaction Agreement, in each case in accordance with its terms. In addition, nothing contained in Section 7.1(a) or Section 7.1(b) shall release any member of a Group from:

(i)any Liability, contingent or otherwise, assumed by, or allocated to, such Person (or the Group of which such Person is a member) in accordance with this Agreement or any other Transaction Agreement;

(ii)any Liability that such Person may have with respect to indemnification or contribution pursuant to this Agreement or any other Transaction Agreement for claims brought by third Persons, which Liability shall be governed by the provisions of this Article VIII and, if applicable, the appropriate provisions of such other Transaction Agreements; or

(iii)any Liability the release of which would result in the release of any Person other than an Indemnified Party; provided, that the Parties agree not to bring suit, or permit any other member of their respective Group to bring suit, against any Indemnified Party with respect to such Liability.

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Further, nothing contained in Section 7.1(a) shall release Darden from indemnifying any director, officer or employee of FCPT who was or is a director, officer or employee of Darden or any of its Affiliates, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was or is entitled to such indemnification pursuant to then existing obligations, it being understood that if the underlying obligation giving rise to such Action is an Assumed Liability, FCPT shall indemnify Darden for such Liability (including Darden's costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article VII.

(d)FCPT shall not make, and shall not permit any member of the FCPT Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Darden or any member of the Darden Group, or any other Person released pursuant to Section 7.1(a), with respect to any Liabilities released pursuant to Section 7.1(a). Darden shall not, and shall not permit any member of the Darden Group, to make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification against FCPT or any member of the FCPT Group, or any other Person released pursuant to Section 7.1(b), with respect to any Liabilities released pursuant to Section 7.1(b).

7.2General Indemnification by FCPT. Except as provided in Section 7.6, FCPT shall, and shall cause the other members of the FCPT Group to, indemnify, defend and hold harmless each member of the Darden Group and each of their respective directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Darden Indemnified Parties"), from and against:

(i) any Assumed Liability, including the failure of any member of the FCPT Group or any other Person to pay, perform or otherwise promptly discharge any Assumed Liabilities in accordance with their respective terms, whether prior to, at or after the Effective Time; and

(ii) any breach by any member of the FCPT Group of any covenant or other agreement (but not the inaccuracy of any representation or warranty) set forth in this Agreement or of any Transfer Agreement, subject to any limitations of liability provisions and other provisions applicable to any such breach set forth therein;

in each case, without regard to when or where the loss, claim, accident, occurrence, event or happening giving rise to the Liability took place, or whether any such loss, claim, accident, occurrence, event or happening is known or unknown, or reported or unreported and regardless of whether such loss, claim, accident, occurrence, event or happening giving rise to the Loss existed prior to, on or after the Distribution Date or relates to, arises out of or results from actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to, on or after the Distribution Date.

7.3General Indemnification by Darden. Except as provided in Section 7.6, Darden shall indemnify, defend and hold harmless each member of the FCPT Group and each of their

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respective directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "FCPT Indemnified Parties"), from and against:

(i) any Excluded Liability, including the failure of any member of the Darden Group or any other Person to pay, perform or otherwise promptly discharge any Excluded Liabilities in accordance with their respective terms, whether prior to, at or after the Effective Time; and

(ii) any breach by any member of the Darden Group of any covenant or other agreement (but not the inaccuracy of any representation or warranty) set forth in this Agreement or of any Transfer Agreement, subject to any limitations of liability provisions and other provisions applicable to any such breach set forth therein;

in each case, without regard to when or where the loss, claim, accident, occurrence, event or happening giving rise to the Liability took place, or whether any such loss, claim, accident, occurrence, event or happening is known or unknown, or reported or unreported and regardless of whether such loss, claim, accident, occurrence, event or happening giving rise to the Loss existed prior to, on or after the Distribution Date or relates to, arises out of or results from actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to, on or after the Distribution Date.

7.4Disclosure Indemnification. FCPT agrees to indemnify and hold harmless the Darden Indemnified Parties from and against any and all Liabilities incurred by such Darden Indemnified Party arising out of or based upon any untrue statement or alleged untrue statement or omission of a material fact contained in any Disclosure Document, other than information that relates solely to the Darden Business. Darden agrees to indemnify and hold harmless the FCPT Indemnified Parties from and against any and all Liabilities arising out of or based upon any untrue statement or alleged untrue statement or omission of a material fact contained in any Disclosure Document that relates solely to the Darden Business.

7.5Contribution. If the indemnification provided for in this Article VII is unavailable to, or insufficient to hold harmless, an indemnified Party under Section 7.4 hereof in respect of any Liabilities referred to therein, then each indemnifying Party shall contribute to the amount paid or payable by such indemnified Party as a result of such Liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying Party and the indemnified Party in connection with the actions which resulted in Liabilities as well as any other relevant equitable considerations. The relative fault of such indemnifying Party and indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement or omission of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying Party or indemnified Party, and the Parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. For the purposes of this Section 7.5, the information relating to Darden after the Effective Time set forth in the Registration Statement, Information Statement or Offering Memorandum shall be the only "information supplied by" Darden and all other information shall be deemed "information supplied by" FCPT.

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7.6Indemnification Obligations Net of Insurance Proceeds and Other Amounts.

(a)Any Liability subject to indemnification or contribution pursuant to this Article VII will be net of Insurance Proceeds that actually reduce the amount of the Liability or Loss, as applicable. Accordingly, the amount which any Party (an "Indemnifying Party") is required to pay to any Person entitled to indemnification under this Article VII (an "IndemnifiedParty") will be reduced by any Insurance Proceeds (net of expenses related to recovery of such Insurance Proceeds) theretofore actually recovered by or on behalf of the Indemnified Party in respect of the related Liability, as applicable. If an Indemnified Party receives a payment (an "Indemnity Payment") required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds, then the Indemnified Party will pay to the Indemnifying Party an amount equal to such Insurance Proceeds but not exceeding the amount of the Indemnity Payment paid by the Indemnifying Party in respect of such Liability.

(b)An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto. The Indemnified Party shall use its commercially reasonable efforts to seek to collect or recover any third-party Insurance Proceeds (other than Insurance Proceeds under an arrangement where future premiums are adjusted to reflect prior claims in excess of prior premiums) to which the Indemnified Party is entitled in connection with any Liability for which the Indemnified Party seeks indemnification pursuant to this Article VII; provided, that the Indemnified Party's inability to collect or recover any such Insurance Proceeds shall not limit the Indemnifying Party's obligations hereunder.

7.7Procedures for Indemnification of Third Party Claims.

(a)If an Indemnified Party receives written notice that a Person (including any Governmental Authority) that is not a member of the Darden Group or the FCPT Group has asserted any claim or commenced any Action (collectively, a "Third Party Claim") that may implicate an Indemnifying Party's obligation to indemnify pursuant to Sections 7.2, 7.3 or 7.4, or any other Section of this Agreement or any other Transaction Agreement, the Indemnified Party shall provide the Indemnifying Party written notice thereof as promptly as practicable (and no later than twenty (20) days or sooner, if the nature of the Third Party Claim so requires) after becoming aware of the Third Party Claim. Such notice shall describe the Third Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. Notwithstanding the foregoing, the failure of an Indemnified Party to provide notice in accordance with this Section 7.7(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnified Party's failure to provide notice in accordance with this Section 7.7(a).

(b)Subject to this Section 7.7(b) and Section 7.7(c), an Indemnifying Party may elect to control the defense of (and seek to settle or compromise), at its own expense and with its own counsel, any Third Party Claim. Within thirty (30) days after the receipt of notice from an Indemnified Party in accordance with Section 7.7(a) (or sooner, if the nature of the Third Party Claim so requires), the Indemnifying Party shall notify the Indemnified Party whether the

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Indemnifying Party will assume responsibility for defending the Third Party Claim and shall specify any reservations or exceptions to its defense. After receiving notice of an Indemnifying Party's election to assume the defense of a Third Party Claim, whether with or without any reservations or exceptions with respect to such defense, an Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the Indemnified Party shall be responsible for the fees and expenses of its own counsel and, in any event, shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, information and materials in such Indemnified Party's possession or under such Indemnified Party's control relating thereto as are reasonably required by the Indemnifying Party. If an Indemnifying Party has elected to assume the defense of a Third Party Claim, whether with or without any reservations or exceptions with respect to such defense, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnified Party for any such fees or expenses incurred during the course of its defense of such Third Party Claim, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense.

(c)Notwithstanding Section 7.7(b), if any Indemnified Party shall in good faith determine that there is an actual conflict of interest (whether legal, business or otherwise) if counsel for the Indemnifying Party represented both the Indemnified Party and Indemnifying Party, then the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of one (1) separate counsel for all Indemnified Parties.

(d)If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party of its election within thirty (30) days after the receipt of notice from an Indemnified Party as provided in Section 7.7(b), the Indemnified Party may defend the Third Party Claim at the cost and expense of the Indemnifying Party. If the Indemnified Party is conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party's expense, all witnesses, information and materials in such Indemnifying Party's possession or under such Indemnifying Party's control relating thereto as are reasonably required by the Indemnified Party.

(e)Without the prior written consent of any Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed, no Indemnified Party may settle or compromise, or seek to settle or compromise, any Third Party Claim; provided, however, in the event that the Indemnifying Party elects not to assume responsibility for defending a Third Party Claim or fails to notify the Indemnified Party of its election within thirty (30) days after the receipt of notice from the Indemnified Party as provided in Section 7.7(b), the Indemnified Party shall have the right to settle or compromise such Third Party Claim in its sole discretion. Without the prior written consent of any Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, no Indemnifying Party shall consent to the

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entry of any judgment or enter into any settlement of any pending or threatened Third Party Claim for which the Indemnified Party is seeking or may seek indemnity pursuant to this Section 7.7 unless such judgment or settlement is solely for monetary damages, does not impose any expense or obligation on the Indemnified Party, does not involve any finding or determination of wrongdoing or violation of law by the Indemnified Party and provides for a full, unconditional and irrevocable release of that Indemnified Party from all liability in connection with the Third Party Claim.

7.8Additional Matters.

(a)Indemnification or contribution payments in respect of any Liabilities for which an Indemnified Party is entitled to indemnification or contribution under this Article VII shall be paid by the Indemnifying Party to the Indemnified Party as such Liabilities are incurred upon demand by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification or contribution payment, including documentation with respect to calculations made and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnity and contribution agreements contained in this Article VII shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnified Party, (ii) the knowledge by the Indemnified Party of Liabilities for which it might be entitled to indemnification or contribution hereunder and (iii) any termination of this Agreement.

(b)Any claim for indemnification under this Agreement which does not result from a Third Party Claim shall be asserted promptly after discovery thereof by written notice given by the Indemnified Party to the applicable Indemnifying Party. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such thirty (30)-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such thirty (30)-day period or rejects such claim in whole or in part, such Indemnified Party shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the other Transaction Agreements without prejudice to its continuing rights to pursue indemnification or contribution hereunder.

(c)If payment is made by or on behalf of any Indemnifying Party to any Indemnified Party in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to any events or circumstances in respect of which such Indemnified Party may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnified Party shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim.

(d)In an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant if they conclude that substitution is desirable and practical. If such substitution or addition cannot be achieved for any reason or is

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not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this section, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys' fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement.

(e)For all Tax purposes other than for purposes of Section 355(g) of the Code, Darden and FCPT agree to treat (i) any payment required by this Agreement (other than payments with respect to interest accruing after the Effective Time) as either a contribution by Darden to FCPT or a distribution by FCPT to Darden, as the case may be, occurring immediately prior to the Effective Time or as a payment of an assumed or retained Liability, and (ii) any payment of interest as taxable or deductible, as the case may be, to the Party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise required by applicable Law.

(f)Notwithstanding anything to the contrary in this Agreement, in the event that counsel or independent accountants for FCPT determine that there exists a material risk that any indemnification payments due under this Agreement would be treated as Nonqualifying Income upon the payment of such amounts to FCPT, the amount paid to FCPT pursuant to this Agreement in any tax year shall not exceed the maximum amount that can be paid to FCPT in such year without causing FCPT to fail to meet the REIT Requirements for any tax year, determined as if the payment of such amount were Nonqualifying Income as determined by such counsel or independent accountants to FCPT. If the amount payable for any tax year pursuant to the preceding sentence is less than the amount which Darden would otherwise be obligated to pay to FCPT pursuant to this Agreement (the "Expense Amount"), then: (1) Darden shall place the Expense Amount into an escrow account (the "Escrow Account") using an escrow agent and agreement reasonably acceptable to FCPT (which shall include that (i) the amount in the escrow account shall be treated as the property of Darden, unless it is released from such escrow account to FCPT, and (ii) all income earned upon the amount in the escrow account shall be treated as the property of Darden and reported, as and to the extent required by applicable Law, by the escrow agent to the IRS, or any other taxing authority, on IRS Form 1099 or 1042S (or other appropriate form) as income earned by Darden whether or not said income has been distributed during such taxable year)and shall not release any portion thereof to FCPT, and FCPT shall not be entitled to any such amount, unless and until FCPT delivers to Darden, at the sole option of FCPT,(i) an opinion (an "Expense Amount Tax Opinion") of the REIT tax counsel to the effect that such amount, if and to the extent paid, would not constitute Nonqualifying Income, (ii) a letter (an "Expense Amount Accountant's Letter") from FCPT's independent accountants indicating the maximum portion of the expense amount that can be paid at that time to FCPT without causing FCPT to fail to meet the REIT Requirements for any relevant taxable year, or (iii) a private letter ruling issued by the IRS to FCPT indicating that the receipt of any Expense Amount hereunder will not cause FCPT to fail to satisfy the REIT Requirements (a "REIT Qualification Ruling" and, collectively with an Expense Amount Tax Opinion and an Expense Amount Accountant's Letter, a "Release Document"); (2) FCPT any amount held in escrow pursuant to this Section 7.8(f) for ten years shall be released from such escrow to be used as determined by Darden in its sole and absolute discretion; and (3) FCPT shall bear all costs and expenses with respect to the

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escrow. Darden shall cooperate in good faith to amend this Section 7.8(f) at the reasonable request of FCPT in order to (i) maximize the portion of such payment that may be distributed to FCPT hereunder without causing FCPT to fail to meet the REIT Requirements, or (ii) assist FCPT in obtaining a Release Document as described in this Section 7.8(f). FCPT shall reimburse Darden for all reasonable costs and expenses of such cooperation.

7.9Remedies Cumulative; Limitations of Liability. The rights provided in this Article VII shall be cumulative and shall not preclude assertion by any Indemnified Party of any other rights or the seeking of any and all other remedies against any Indemnifying Party. Notwithstanding the foregoing, neither FCPT or its Affiliates, on the one hand, nor Darden or its Affiliates, on the other hand, shall be liable to the other for any special, indirect, punitive, exemplary, remote, speculative or similar damages or lost profits in excess of compensatory damages (collectively, "Special Damages") of the other arising in connection with the Transactions (provided, that any such liability with respect to a Third Party Claim shall be considered direct damages).

7.10Survival of Indemnities. The rights and obligations of each of Darden and FCPT and their respective Indemnified Parties under this Article VII shall survive the sale or other transfer by any Party of any Assets or businesses or the assignment by it of any Liabilities.

ARTICLE VIII

OTHER AGREEMENTS

8.1Cooperation.

(a)In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties will cooperate with each other and use (and will cause their respective Subsidiaries and Affiliates to use) commercially reasonable efforts, prior to, on and after the Distribution Date, to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things reasonably necessary on its part under applicable Law or contractual obligations to consummate and make effective the Transactions.

(b)At or prior to the Effective Time, Darden and FCPT in their respective capacities as direct and indirect shareholders of their respective Subsidiaries, shall each approve, authorize and ratify any actions that are reasonably necessary or desirable to be taken by Darden, FCPT or any of their respective Subsidiaries to effectuate the Transactions.

8.2Confidentiality.

(a)From and after the Effective Time, subject to Section 8.2(c) and except as contemplated by or otherwise provided in this Agreement or any other Transaction Agreement, Darden shall not, and shall cause its Affiliates and their respective officers, directors, employees, and other agents and representatives, including attorneys, agents, consultants and other representatives of any Person providing financing (collectively, "Representatives"), not to, directly or indirectly, disclose, reveal, divulge, use or communicate to any Person any FCPT

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Confidential Information other than (i) use of such information in connection with providing services under the Transition Services Agreement and (ii) disclosure to Representatives of Darden or of its Affiliates who reasonably need to know such information in providing services to any member of the FCPT Group. If any disclosures are made to any member of the Darden Group in connection with any services provided to a member of the FCPT Group under this Agreement or any other Transaction Agreement, then the FCPT Confidential Information so disclosed shall be used only as required in connection with the receipt of such services. Darden shall use the same degree of care to prevent and restrain the unauthorized use or disclosure of the FCPT Confidential Information by any of its Representatives as they currently use for their own confidential information of a like nature, but in no event less than a reasonable standard of care. For purposes of this Section 8.2(a), any Information, material or documents relating to the FCPT Business currently or formerly conducted, or proposed to be conducted, by any member of the FCPT Group furnished to, or in possession of, any member of the Darden Group, irrespective of the form of communication, and all notes, analyses, compilations, forecasts, data, translations, studies, memoranda or other documents prepared by Darden, any member of the Darden Group, or their respective officers, directors and Affiliates, that contain or otherwise reflect such information, material or documents is hereinafter referred to as "FCPT Confidential Information." FCPT Confidential Information does not include, and there shall be no obligation hereunder with respect to, information that (i) is or becomes generally available to the public, other than as a result of a disclosure by Darden not otherwise permissible hereunder, (ii) Darden can demonstrate was or became available to Darden from a source other than FCPT or its Affiliates or (iii) is developed independently by Darden without reference to the FCPT Confidential Information; provided, however, that, in the case of clause (ii), the source of such information was not known by Darden to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, FCPT or any member of the FCPT Group with respect to such information.

(b)From and after the Effective Time, subject to Section 8.2(c) and except as contemplated by this Agreement or any other Transaction Agreement, FCPT shall not, and shall cause its Affiliates and their respective Representatives, not to, directly or indirectly, disclose, reveal, divulge, use or communicate to any Person other than Representatives of such Party or of its Affiliates who reasonably need to know such information in providing services to Darden or any member of the Darden Group, any Darden Confidential Information. If any disclosures are made to any member of the FCPT Group in connection with any services provided to a member of the Darden Group under this Agreement or any other Transaction Agreement, then the Darden Confidential Information so disclosed shall be used only as required in connection with the receipt of such services. The FCPT Group shall use the same degree of care to prevent and restrain the unauthorized use or disclosure of the Darden Confidential Information by any of their Representatives as they use for their own confidential information of a like nature, but in no event less than a reasonable standard of care. For purposes of this Section 8.2(b), any Information, material or documents relating to the businesses currently or formerly conducted, or proposed to be conducted, by any member of the Darden Group furnished to, or in possession of, any member of the FCPT Group, irrespective of the form of communication, and all notes, analyses, compilations, forecasts, data, translations, studies, memoranda or other documents prepared by FCPT, any member of the FCPT Group or their respective officers, directors and

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Affiliates, that contain or otherwise reflect such information, material or documents is hereinafter referred to as "Darden Confidential Information." Darden Confidential Information does not include, and there shall be no obligation hereunder with respect to, information that (i) is or becomes generally available to the public, other than as a result of a disclosure by any member of the FCPT Group not otherwise permissible hereunder, (ii) FCPT can demonstrate was or became available to FCPT from a source other than Darden and its Affiliates or (iii) is developed independently by such member of the FCPT Group without reference to the Darden Confidential Information; provided, however, that, in the case of clause (ii), the source of such information was not known by FCPT to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, Darden or any member of the Darden Group with respect to such information.

(c)If Darden or its Affiliates, on the one hand, or FCPT or its Affiliates, on the other hand, are requested or required (by oral question, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) by any Governmental Authority or pursuant to applicable Law to disclose or provide any FCPT Confidential Information or Darden Confidential Information, as applicable, the Person receiving such request or demand shall use commercially reasonable efforts to provide the other Party with written notice of such request or demand as promptly as practicable under the circumstances so that such other Party shall have an opportunity to seek an appropriate protective order. The Party receiving such request or demand agrees to take, and cause its representatives to take, at the requesting Party's expense, all other reasonable steps necessary to obtain confidential treatment by the recipient. Subject to the foregoing, the Party that received such request or demand may thereafter disclose or provide any FCPT Confidential Information or Darden Confidential Information, as the case may be, to the extent required by such Law (as so advised by counsel) or by lawful process or such Governmental Authority.

(d)Each of Darden and FCPT acknowledges that it and the other members of its Group may have in their possession confidential or proprietary information of third Persons that was received under confidentiality or non-disclosure agreements with such third Person prior to the Distribution Date. Darden and FCPT each agrees that it will hold, and will cause the other members of its Group and their respective Representatives to hold, in strict confidence the confidential and proprietary information of third Persons to which it or any other member of its respective Group has access, in accordance with the terms of any agreements entered into prior to the Distribution Date between or among one (1) or more members of the applicable Party's Group and such third Persons to the extent disclosed to such Party.

8.3Insurance Matters.

(a)FCPT acknowledges and agrees, on its own behalf and on behalf of each of the FCPT Subsidiaries, that, from and after the Effective Time, neither FCPT nor any of the FCPT Subsidiaries shall have any rights to or under any of the Darden Group’s insurance policies, other than any insurance policies acquired prior to the Effective Time directly by and in the name of a member of the FCPT Group or as expressly provided in this Section 8.3.

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(b)From and after the Effective Time, with respect to any Assumed Liability (but not, for the avoidance of doubt, any Excluded Liability) incurred prior to the Effective Time, Darden shall provide FCPT with access to, and FCPT may make claims under insurance policies purchased by Darden if and to the extent that the terms of such policies provide such coverage to FCPT or the FCPT Subsidiaries, and subject to the terms and conditions of such insurance policies, including any limits on coverage or scope, any deductibles or self-insured retentions and other fees and expenses, and subject to the following additional conditions:

(i)FCPT shall report claims under such policies directly to the applicable insurance company or its Third-Party Administrator (“TPA”) as applicable, as promptly as practicable, and shall provide a copy of all such claim reports to Darden, and if Darden disagrees with any matter covered in such claims reports, Darden may notify the applicable insurance company, and shall provide a copy of such communication to FCPT;

(ii)FCPT shall exclusively bear and be responsible for (and Darden shall have no obligation to repay or reimburse FCPT or any of the FCPT Subsidiaries for) and pay the applicable insurers or TPA as required under the applicable insurance policies and TPA agreements for any and all costs as a result of having access to, or making claims under, any insurance provided pursuant to this Section 8.3(b), including any deductibles and self-insured retentions associated with such claims, retrospective, retroactive or prospective premium adjustments associated with the applicable insurance policies, catastrophic coverage charges, overhead, claim handling and administrative costs, Taxes, surcharges, state assessments, reinsurance costs, other related costs and claim payments, relating to all open, closed, re-opened claims covered by the applicable policies, whether such claims are made by FCPT, its employees or third parties, and FCPT shall indemnify, hold harmless and reimburse the Darden Group for any deductibles and self-insured retentions incurred by the Darden Group to the extent resulting from any access to, any claims made by FCPT or any of the FCPT Subsidiaries under, any insurance provided pursuant to this Section 8.3(b), including any indemnity payments, settlements, judgments, legal fees and allocated claims expenses and claim handling fees, whether such claims are made by FCPT, any FCPT Subsidiary, their respective employees or third parties;

(iii)FCPT shall exclusively bear (and Darden shall have no obligation to repay or reimburse FCPT or any of the FCPT Subsidiaries for) and shall be liable for all uninsured, uncovered, unavailable or uncollectible amounts of all such claims made by FCPT or any of the FCPT Subsidiaries under the policies as provided for in this Section 8.3(b); and

(iv)Neither FCPT nor any FCPT Subsidiary, in connection with making a claim under any insurance policy of the Darden Group pursuant to this Section 8.3(b), shall take any action that would be reasonably likely to: (A) have an adverse impact on the then-current relationship between any member of the Darden Group, on the one hand, and the applicable insurance company, on the other hand or (B) otherwise compromise, jeopardize or interfere with the rights of any member of the Darden Group under the applicable insurance policy.

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At all times, the Parties shall, and shall cause their respective Subsidiaries to, cooperate with reasonable requests for information by the other Party or the insurance companies regarding any such insurance policy claim.

(c)Any payments, costs and adjustments required pursuant to Section 8.3(b) shall be billed by Darden, on behalf of the Darden Group, to FCPT on a monthly basis and FCPT, on behalf of itself and the FCPT Subsidiaries, shall pay such payments, costs and adjustments to Darden within sixty (60) days from receipt of invoice. If Darden incurs costs to enforce FCPT’s obligations under this Section 8.3, FCPT agrees to indemnify Darden for such enforcement costs, including reasonable attorneys’ fees.

(d)At the Effective Time, FCPT shall have in effect all insurance programs required to comply with FCPT’s statutory and contractual obligations and such other insurance policies as reasonably necessary or customary for companies operating a business similar to the FCPT Business. Such insurance programs include general liability, commercial auto liability, workers’ compensation, employers liability, product liability, employment practices liability, employee dishonesty/crime, directors’ and officers’ liability, fiduciary liability and property insurance.

(e)The Darden Group shall have no obligation to secure extended reporting for any claims under any of the Darden Group’s claims-made or occurrence-reported liability policies for any acts or omissions by FCPT or any FCPT Subsidiary incurred prior to the Effective Time.

(f)This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of the Darden Group in respect of any of the Darden insurance policies and programs or any other contract or policy of insurance.

8.4Allocation of Costs and Expenses. The FCPT Group shall pay (i) all lender fees and debt issuance costs in connection with the Financing Arrangements, and (ii) all costs and expenses incurred by the FCPT Group after the Distribution Date. The Darden Group shall pay all other costs and expenses arising out of or related to the Transactions.

8.5Litigation; Cooperation.

(a)Darden agrees that at all times from and after the Effective Time if a Third Party Claim with respect to Excluded Liabilities is commenced naming both Darden (or any member of the Darden Group), on the one hand, and FCPT (or any member of the FCPT Group), on the other hand, as defendants thereto, then Darden shall use its commercially reasonable efforts to cause FCPT (and any member of the FCPT Group) to be removed from such Third Party Claim; provided, that, if Darden is unable to cause FCPT (and any member of the FCPT Group) to be removed from such Third Party Claim, Darden, on the one hand, and FCPT, on the other hand, shall cooperate and consult to the extent necessary or advisable with respect to such Third Party Claim.

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(b)FCPT agrees that at all times from and after the Effective Time if a Third Party Claim with respect to Assumed Liabilities is commenced naming both Darden (or any member of the Darden Group), on the one hand, and FCPT (or any member of the FCPT Group), on the other hand, as defendants thereto, then FCPT shall use its commercially reasonable efforts to cause Darden (and any member of the Darden Group) to be removed from such Third Party Claim; provided, that, if FCPT is unable to cause Darden (and any member of the Darden Group) to be removed from such Third Party Claim, Darden, on the one hand, and FCPT, on the other hand, shall cooperate and consult to the extent necessary or advisable with respect to such Third Party Claim.

(c)The Parties agree that at all times from and after the Effective Time if a Third Party Claim that is with respect to both Assumed Liabilities and Excluded Liabilities is commenced naming both Darden (or any member of the Darden Group), on the one hand, and FCPT (or any member of the FCPT Group), on the other hand, as defendants thereto, then Darden, on the one hand, and FCPT, on the other hand, shall cooperate fully with each other, maintain a joint defense (in a manner that would preserve for both the Darden Group and the FCPT Group any attorney-client privilege, joint defense or other privilege with respect thereto) and consult each other to the extent necessary or advisable with respect to such Third Party Claim.

8.6Transaction Agreements. As contemplated in Article III, the Darden Group, on the one hand, and the FCPT Group, on the other hand, will enter into the other Transaction Agreements on or prior to the Distribution Date. In the event of any conflict between the provisions of this Agreement and the provisions of such other Transaction Agreements, the provisions of such other Transaction Agreements shall control.

8.7Agreements Among FCPT and its Subsidiaries. FCPT and its certain of its Subsidiaries shall enter into an employee and cost sharing agreement contemporaneous with the Distribution on the Distribution Date in such form as FCPT and such Subsidiaries shall deem to be necessary, appropriate or advisable.

ARTICLE IX

MISCELLANEOUS

9.1No Survival of Representations and Warranties; Survival of Covenants. The representations and warranties of the Parties set forth in this Agreement shall not survive the Effective Time, and shall cease to have any force or effect immediately upon the Effective Time. Except as expressly set forth in any other Transaction Agreement, the covenants and other agreements contained in this Agreement and each other Transaction Agreement, and liability for the breach of any obligations thereunder, shall survive each of the Reorganization and the Distribution and shall remain in full force and effect in accordance with their terms.

9.2Governing Law; Jurisdiction. This Agreement and, unless expressly provided therein, each other Transaction Agreement, shall be governed by and construed and interpreted in accordance with the laws of the State of Delaware irrespective of the choice of Laws principles

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of the State of Delaware.  In addition, with respect to this Agreement and, unless otherwise expressly provided therein, the other Transaction Agreements, the Parties agree that any legal action or proceeding shall be brought and determined exclusively in the Court of Chancery of the State of Delaware; provided that if such court does not have subject matter jurisdiction over any dispute, then such dispute shall be brought in any other a state or federal court located within the County of New Castle in the State of Delaware. In any such action, THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY.

9.3Force Majeure. No Party (or any Person acting on its behalf) shall have any liability or responsibility for failure to fulfill any obligation (other than a payment obligation) under this Agreement or, unless otherwise expressly provided therein, any other Transaction Agreement, so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (i) notify the other Parties of the nature and extent of any such Force Majeure condition and (ii) use due diligence to remove any such causes and resume performance under this Agreement as soon as feasible.

9.4Notices. All notices, requests, claims, demands and other communications under this Agreement and, to the extent applicable and unless otherwise provided therein, under each of the other Transaction Agreements shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by facsimile or electronic transmission with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 9.4):

If to Darden or a member of the Darden Group, to:

c/o Darden Restaurants, Inc.

1000 Darden Center Drive

Orlando, Florida 32837

Attention:    Chief Executive Officer

Chief Financial Officer

with copies to:

Hogan Lovells US LLP

Columbia Square

555 Thirteenth Street, NW

Washington, DC 20004

Attention:    Stuart G. Stein, Esq.

and

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Skadden, Arps, Slate, Meagher & Flom LLP

4 Times Square

New York, NY 10036

Attention:    Joseph A. Coco, Esq.

Allison Land, Esq.

if to FCPT:

Four Corners Property Trust, Inc.

Attention:    Chief Executive Officer

9.5Termination. Notwithstanding any provision to the contrary, this Agreement may, even if all of the conditions have been satisfied, be terminated and the Transactions abandoned at any time prior to the Effective Time by Darden, without the prior approval of any other Person, including FCPT, if the board of directors of Darden determines, in its sole and absolute discretion, that the Transactions are not in the best interests of Darden and its stockholders or that market conditions or other circumstances are such that the Transactions are no longer advisable at that time. In the event of such termination, this Agreement shall become void and no Party, or any of its officers and directors shall have any liability to any Person by reason of this Agreement. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by each of the Parties.

9.6Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any Law or as a matter of public policy, all other conditions and provisions of this Agreement shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the Transactions be consummated as originally contemplated to the greatest extent possible.

9.7Entire Agreement. Except as otherwise expressly provided in this Agreement, this Agreement (including the Exhibits hereto and, to the extent referred to herein, the other Transaction Agreements) constitutes the entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements and undertakings, both written and oral, between or on behalf of the Parties hereto with respect to the subject matter of this Agreement.

9.8Assignment; No Third-Party Beneficiaries. This Agreement shall not be assigned by any Party without the prior written consent of the other Parties hereto. Except as provided in Article VII with respect to Indemnified Parties, this Agreement is for the sole benefit of the Parties to this Agreement and members of their respective Group and their permitted successors and assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon

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any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

9.9Public Announcements. From and after the Effective Time, the Parties agree that they shall make no public statement that would be inconsistent with any of the representations or assumptions underlying the Private Letter Ruling or the Tax Opinion, or that would otherwise in any manner compromise or undermine the tax treatment of any of the Transactions without the prior written consent of the other Parties, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system.

9.10Specific Performance. In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement or any other Transaction Agreement, the party or parties who are or are to be thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief (on an interim or permanent basis) of its rights under this Agreement or such applicable Transaction Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The parties agree that the remedies at law for any breach or threatened breach, including monetary damages, may be inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be inadequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by each of the parties to this Agreement.

9.11Amendment. Notwithstanding any provision to the contrary, this Agreement may, even if all of the conditions have been satisfied, this Agreement may be amended or modified at any time prior to the Effective Time by Darden, without the prior approval of any other Person, including FCPT, if the board of directors of Darden determines, in its sole and absolute discretion, that the Transactions are not in the best interests of Darden and its stockholders or that market conditions or other circumstances are such that the Transactions are no longer advisable at that time. No waiver by any Party of any provision of this Agreement shall be effective unless explicitly set forth in writing and executed by the Party so waiving. The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other subsequent breach.

9.12Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (i) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires, (ii) references to the terms Article, Section, paragraph, clause and Exhibit are references to the Articles, Sections, paragraphs, clauses and Exhibits of this Agreement unless otherwise specified, (iii) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement, including the Exhibits hereto, (iv) references to "$" shall mean U.S. dollars, (v) the word "including" and words of similar import when used in this Agreement shall mean "including without limitation," unless otherwise specified, (vi) the word "or" shall not be exclusive, (vii) references to "written" or "in writing" include in electronic form, (viii) provisions shall apply, when appropriate, to successive events and transactions, (ix) the

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table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement, (x) the Parties have each participated in the negotiation and drafting of this Agreement and, if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement or any interim drafts of this Agreement, and (xi) a reference to any Person includes such Person's successors and permitted assigns.

9.13Counterparts. This Agreement may be executed in two (2) or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or portable document format (PDF) shall be as effective as delivery of a manually executed counterpart of this Agreement.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the Parties hereto have caused this Separation and Distribution Agreement to be executed on the date first written above by their respective duly authorized officers.

DARDEN RESTAURANTS, INC.
By:
	Name:
	Title:
FOUR CORNERS PROPERTY TRUST, INC.
By:
	Name:
	Title:

46

EXHIBIT A THROUGH F

See exhibits to Registration Statement.

1

EX-3.1

Exhibit 3.1

ARTICLES OF AMENDMENT AND RESTATEMENT
OF
FOUR CORNERS PROPERTY TRUST, INC.

Four Corners Property Trust, Inc., a Maryland corporation (the "Corporation"), hereby certifies to the State Department of Assessments and Taxation ("SDAT") of Maryland that:

FIRST:        The Corporation desires to amend and restate its charter in effect and as hereinafter amended.

SECOND:    The provisions of the charter of the Corporation, which are now in effect and as amended hereby in accordance with the General Corporation Law of the State of Maryland, or any successor statute (the "MGCL"), are as follows:

ARTICLE ONE

INCORPORATION

Mary E. Keogh, whose address is c/o Skadden, Arps, Slate, Meagher & Flom LLP, 920 N. King Street, Wilmington, Delaware 19801, being at least 18 years of age, formed a corporation under the laws of the State of Maryland on July 2, 2015.

ARTICLE TWO

NAME

The name of the Corporation is Four Corners Property Trust, Inc.

ARTICLE THREE

PURPOSE

The purposes for which the Corporation is formed are to engage in any lawful act or activity (including, without limitation or obligation, engaging in business as a REIT (as hereinafter defined) under the Internal Revenue Code of 1986, as amended, or any successor statute (the "Code")) for which corporations may be organized under the general laws of the State of Maryland as now or hereafter in force. For purposes of these Articles of Amendment and Restatement of the Corporation (the "Charter"), "REIT" means a real estate investment trust under Sections 856 through 860 of the Code.

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ARTICLE FOUR

PRINCIPAL OFFICE IN STATE AND RESIDENT AGENT

The address of the principal office of the Corporation in the State of Maryland is c/o Corporate Creations Network Inc., 2 Wisconsin Circle #700, Chevy Chase, MD 20815. The name of the resident agent of the Corporation in the State of Maryland is Corporate Creations Network Inc., whose post address is 2 Wisconsin Circle #700, Chevy Chase, MD 20815.

ARTICLE FIVE

STOCK AND PROVISIONS FOR DEFINING, LIMITING AND REGULATING CERTAIN POWERS OF THE CORPORATION, THE BOARD OF DIRECTORS,
AND OF THE STOCKHOLDERS

SECTION 1.Authorized Shares. The total number of shares of capital stock which the Corporation has authority to issue is five hundred twenty-five million (525,000,000) shares, consisting of:

(a)twenty-five million (25,000,000) shares of Preferred Stock, par value $0.0001 per share ("Preferred Stock"); and

(b)five hundred million (500,000,000) shares of Common Stock, par value $0.0001 per share ("Common Stock").

The Board of Directors, with the approval of a majority of the entire Board of Directors, and without any action by the stockholders of the Corporation, may amend the Charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue. If shares of one class of stock are classified or reclassified by the Board of Directors (without stockholder approval) into shares of another class of stock in accordance with this ARTICLE FIVE, the number of authorized shares of the former class shall be automatically decreased and the number of shares of the latter class shall be automatically increased, in each case by the number of shares so classified or reclassified, so that the aggregate number of shares of stock of all classes that the Corporation has authority to issue shall not be more than the total number of shares of stock set forth in the first sentence of this paragraph.

The Preferred Stock and the Common Stock shall have the rights, preferences and limitations set forth below.

SECTION 2.Preferred Stock. The Board of Directors may classify any unissued shares of Preferred Stock into one or more series of Preferred Stock, and reclassify any unissued

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shares of Preferred Stock (including any series of Preferred Stock) from time to time into one or more other classes or series of stock, in accordance with Section 4 of this ARTICLE FIVE.

SECTION 3.Common Stock.

(a)Dividends. Except as otherwise provided by the MGCL or this Charter, the holders of Common Stock: (i) subject to the rights of holders of any series of Preferred Stock, shall share ratably, on a per share basis, in all dividends and other distributions payable in cash, securities or other property of the Corporation as may be declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor; and (ii) are subject to all the powers, rights, privileges, preferences and priorities of any series of Preferred Stock as provided herein or in any resolution or resolutions adopted by the Board of Directors pursuant to authority expressly vested in it by the provisions of Sections 2 and 4 of this ARTICLE FIVE.

(b)Conversion Rights. The Common Stock shall not be convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same class of the Corporation's capital stock.

(c)Preemptive Rights. No holder of Common Stock shall have any preemptive rights with respect to the Common Stock or any other securities of the Corporation, or to any obligations convertible (directly or indirectly) into securities of the Corporation whether now or hereafter authorized.

(d)Voting Rights. Except as otherwise provided by the MGCL or this Charter and subject to the rights of holders of any series of Preferred Stock, all of the voting power of the stockholders of the Corporation shall be vested in the holders of the Common Stock, and each holder of Common Stock shall have one vote for each share held by such holder on all matters voted upon by the stockholders of the Corporation. There shall be no cumulative voting in the election or removal of directors.

(e)Liquidation Rights. In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, after payment or provision for payment of the Corporation's debts and subject to the rights of the holders of shares of Preferred Stock upon such dissolution, liquidation or winding up, the remaining net assets of the Corporation shall be distributed among holders of shares of Common Stock ratably on a per share basis. A merger or consolidation of the Corporation with or into any other corporation or other entity, or a sale or conveyance of all or any part of the assets of the Corporation (which shall not in fact result in the liquidation of the Corporation and the distribution of assets to its stockholders) shall not be deemed to be a voluntary or involuntary liquidation or dissolution or winding up of the Corporation within the meaning of this Section 3(e) of ARTICLE FIVE.

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(f)Registration or Transfer. The Corporation shall keep or cause to be kept at its principal office (or such other place as the Corporation reasonably designates) a register for the registration of Common Stock. The shares of the Corporation's Common Stock shall be uncertificated and transfer of such shares shall be reflected by book entry. Upon the surrender of any certificate representing shares of any class of Common Stock, the Corporation shall forthwith cancel such certificate and the holder thereof shall no longer be entitled to a certificate or certificates representing the shares of such class represented by the surrendered certificate. Any shares represented by a surrendered certificate cancelled as provided above shall be registered in the name and will represent such number of shares of such class as is requested by the holder of the surrendered certificate. Such book entry shall be made without charge to the holders of the surrendered certificates for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such issuance.

(g)Replacement. Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered holder will be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing one or more shares of any class of Common Stock that is represented by a certificate, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation (provided that if the holder is a financial institution or other institutional investor, its own agreement will be satisfactory), or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of such class represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.

(h)Notices. All notices referred to herein shall be in writing, shall be delivered personally or by first class mail, postage prepaid, and shall be deemed to have been given when so delivered or mailed to the Corporation at its principal executive offices and to any stockholder at such holder's address as it appears in the stock records of the Corporation (unless otherwise specified in a written notice to the Corporation by such holder).

(i)Reclassification. The Board of Directors may reclassify any unissued shares of Common Stock from time to time into one or more other classes or series of stock in accordance with Section 4 of this ARTICLE FIVE.

SECTION 4.Authorization by Board of Stock Issuance; Classified or Reclassified Shares.

(a)The Board of Directors, without approval of the stockholders of the Corporation, may authorize the issuance from time to time of shares of stock of the Corporation of any class or series (including, without limitation, any series of Preferred Stock), whether now or

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hereafter authorized, or securities or rights convertible into shares of its stock of any class or series, whether now or hereafter authorized, for such consideration, if any, as the Board of Directors may deem advisable (or without consideration in the case of a stock split or stock dividend), subject to such restrictions or limitations, if any, as may be set forth in the Charter or the Bylaws.

(b)Prior to the issuance of classified or reclassified shares of any class or series of stock (including, without limitation, any series of Preferred Stock), the Board of Directors by resolution shall: (a) designate that class or series to distinguish it from all other classes and series of stock of the Corporation; (b) specify the number of shares to be included in the class or series; (c) set or change, subject to the provisions of ARTICLE SEVEN and subject to the express terms of any class or series of stock of the Corporation outstanding at the time, the preferences, conversion or other rights, voting powers (including voting rights exclusive to such class or series), restrictions (including, without limitation, restrictions on transferability), limitations as to dividends or other distributions, qualifications and terms and conditions of redemption for each class or series; and (d) cause the Corporation to file for record articles supplementary with the SDAT. Any of the terms of any class or series of stock set or changed pursuant to this Section 4(b) of ARTICLE FIVE may be made dependent upon facts or events ascertainable outside the Charter (including determinations by the Board of Directors or other facts or events within the control of the Corporation) and may vary among holders thereof, providedthat the manner in which such facts, events or variations shall operate upon the terms of such class or series of stock is clearly and expressly set forth in the articles supplementary or other Charter document.

SECTION 5.REIT Qualification. The Board of Directors, without any action by the stockholders of the Corporation, shall have the authority to cause the Corporation to elect to be taxed as a REIT for federal income tax purposes. Following any such election, if the Board of Directors determines that it is no longer in the best interests of the Corporation to continue to be taxed as a REIT for federal income tax purposes, the Board of Directors, without any action by the stockholders of the Corporation, may revoke or otherwise terminate the Corporation's REIT election pursuant to Section 856(g) of the Code. In addition, the Board of Directors, without any action by the stockholders of the Corporation, shall have and may exercise, on behalf of the Corporation, without limitation, the power to determine that compliance with any restriction or limitation on stock ownership and transfers set forth in ARTICLE SEVEN of this Charter is no longer required in order for the Corporation to qualify as a REIT.

SECTION 6.Maryland Business Combination Act. Notwithstanding any other provision of the Charter or the Bylaws to the contrary, the Maryland Business Combination Act (Title 3, Subtitle 6 of the MGCL) shall not apply to any business combination between the Corporation and any person.

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SECTION 7.Maryland Control Share Acquisition Act. Notwithstanding any other provision of the Charter or the Bylaws to the contrary, the Maryland Control Share Acquisition Act (Title 3, Subtitle 7 of the MGCL) shall not apply to any acquisition by any person of any shares of capital stock of the Corporation.

SECTION 8.Prohibition Against Election to be Governed by “Unsolicited Takeover” Statutory Provisions. The Corporation is prohibited from electing to be subject to any or all of the provisions of Title 3, Subtitle 8 of the MGCL.

SECTION 9.Extraordinary Actions. Except as expressly provided in ARTICLE TWELVE, notwithstanding any provision of the MGCL permitting or requiring any action to be taken or approved by the affirmative vote of the holders of shares entitled to cast a greater number of votes, any such action shall be effective and valid (to the fullest extent permitted by the MGCL) if declared advisable by the Board of Directors and taken or approved by the affirmative vote of holders of a majority in voting power of the Corporation’s outstanding stock.

ARTICLE SIX

DIRECTORS

SECTION 1.Number, Election and Term of Office of Directors.

(a)The business and affairs of the Corporation shall be managed under the direction of the Board of Directors. The Board of Directors shall consist of not less than one nor more than fifteen members, the exact number of which shall be fixed from time to time by the affirmative vote of a majority of the entire Board of Directors. The name of the sole director currently in office is William H. Lenehan.

(b)Except as expressly provided herein, the manner of election and removal of such directors and the term such directors shall hold office shall be designated in the Bylaws of the Corporation. Each director shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal. Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

(c)Subject to the rights, if any, of holders of any series of Preferred Stock, any vacancy on the Board of Directors that results from an increase in the number of directors may be filled by a majority of the Board of Directors then in office, provided that a quorum is present, and any other vacancy occurring on the Board of Directors may be filled by a majority of the Board of Directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his or her predecessor. Subject to the rights, if any, of the holders

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of any series of Preferred Stock, any or all of the directors of the Corporation may be removed from office at any time, with or without cause by the affirmative vote of the holders of at least a majority of the voting power of the Corporation's then outstanding capital stock entitled to vote generally in the election of directors. Notwithstanding the foregoing, whenever the holders of any one or more classes or series of Preferred Stock issued by the Corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Charter applicable thereto.

ARTICLE SEVEN

RESTRICTION ON TRANSFER AND OWNERSHIP OF SHARES

SECTION 1.Definitions. For the purpose of this ARTICLE SEVEN, the following terms shall have the following meanings:

(a)Aggregate Stock Ownership Limit. The term "Aggregate Stock Ownership Limit" shall mean 9.8% in value of the aggregate of the outstanding shares of Capital Stock, or such other percentage determined by the Board of Directors in accordance with Section 2(h) of this ARTICLE SEVEN. The value of the outstanding shares of Capital Stock shall be determined by the Board of Directors of the Corporation, which determination shall be final and conclusive for all purposes hereof. For the purposes of determining the percentage ownership of Capital Stock by any Person, shares of Capital Stock that may be acquired upon conversion, exchange or exercise of any securities of the Corporation directly or constructively held by such Person, but not shares of Capital Stock issuable with respect to the conversion, exchange or exercise of securities for the Corporation held by other Persons, shall be deemed to be outstanding prior to conversion, exchange or exercise.

(b)Applicable Stock Exchange. The term "Applicable Stock Exchange" shall mean the New York Stock Exchange, NASDAQ, or other national stock exchange on which the Corporation's shares of capital stock are listed, or any successor stock exchange thereto.

(c)Beneficial Ownership. The term "Beneficial Ownership" shall mean ownership of Capital Stock by a Person, whether the interest in the shares of Capital Stock is held directly or indirectly (including by a nominee), and shall include interests that would be treated as owned through the application of Section 544 of the Code, as modified by Sections 856(h)(1)(B) and 856(h)(3)(A) of the Code. The terms "Beneficial Owner," "Beneficially Owns" and "Beneficially Owned" shall have the correlative meanings.

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(d)Business Day. The term "Business Day" shall mean any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions in the State of New York are authorized or required by law, regulation or executive order to close.

(e)Capital Stock. The term "Capital Stock" shall mean all classes or series of stock of the Corporation, including, without limitation, Common Stock and Preferred Stock.

(f)Charitable Beneficiary. The term "Charitable Beneficiary" shall mean one or more beneficiaries of the Charitable Trust as determined pursuant to Section 3(f) of this ARTICLE SEVEN, provided that each such organization must be described in Section 501(c)(3) of the Code and contributions to each such organization must be eligible for deduction under each of Sections 170(b)(1)(A), 2055 and 2522 of the Code.

(g)Charitable Trust. The term "Charitable Trust" shall mean any trust provided for in Section 3(a) of this ARTICLE SEVEN.

(h)Common Stock Ownership Limit. The term "Common Stock Ownership Limit" shall mean 9.8% (in value or in number of shares, whichever is more restrictive) of the aggregate of the outstanding shares of Common Stock, or such other percentage determined by the Board of Directors in accordance with Section 2(h) of this ARTICLE SEVEN. The number and value of the outstanding shares of Common Stock of the Corporation shall be determined by the Board of Directors of the Corporation, which determination shall be final and conclusive for all purposes hereof. For purposes of determining the percentage ownership of Common Stock by any Person, shares of Common Stock that may be acquired upon conversion, exchange or exercise of any securities of the Corporation directly or constructively held by such Person, but not shares of Common Stock issuable with respect to the conversion, exchange or exercise of securities for the Corporation held by other Persons, shall be deemed to be outstanding prior to conversion, exchange or exercise.

(i)Constructive Ownership. The term "Constructive Ownership" shall mean ownership of Capital Stock by a Person, whether the interest in the shares of Capital Stock is held directly or indirectly (including by a nominee), and shall include interests that would be treated as owned through the application of Section 318(a) of the Code, as modified by Section 856(d)(5) of the Code. The terms "Constructive Owner," "Constructively Owns" and "Constructively Owned" shall have the correlative meanings.

(j)Excepted Holder. The term "Excepted Holder" shall mean a Person for whom an Excepted Holder Limit is created by this Charter or by the Board of Directors pursuant to Section 2(g) of this ARTICLE SEVEN.

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(k)Excepted Holder Limit. The term "Excepted Holder Limit" shall mean, provided that the affected Excepted Holder agrees to comply with the requirements established by this Charter or by the Board of Directors pursuant to Section 2(g) of this ARTICLE SEVEN and subject to adjustment pursuant to Section 2(h) of this ARTICLE SEVEN, the percentage limit established for an Excepted Holder by this Charter or by the Board of Directors pursuant to Section 2(g) of this ARTICLE SEVEN.

(l)Initial Date. The term "Initial Date" shall mean the date on which Darden Restaurants, Inc., a Florida corporation ("Darden"), distributes shares of Common Stock to the holders of shares of Darden common stock.

(m)Market Price. The term "Market Price" on any date shall mean, with respect to any class or series of outstanding shares of Capital Stock, the Closing Price (as defined in this paragraph) for such Capital Stock on such date. The "Closing Price" on any date shall mean the last reported sale price for such Capital Stock, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such Capital Stock, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the Applicable Stock Exchange or, if such Capital Stock is not listed or admitted to trading on the Applicable Stock Exchange, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which such Capital Stock is listed or admitted to trading or, if such Capital Stock is not listed or admitted to trading on any national securities exchange, the last quoted price, or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the principal automated quotation system that may then be in use or, if such Capital Stock is not quoted by any such system, the average of the closing bid and asked prices as furnished by a professional market maker making a market in such Capital Stock selected by the Board of Directors or, in the event that no trading price is available for such Capital Stock, the fair market value of the Capital Stock, as determined by the Board of Directors.

(n)Person. The term "Person" shall mean an individual, corporation, partnership, limited liability company, estate, trust (including a trust qualified under Sections 401(a) or 501(c)(17) of the Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other entity and also includes a "group" as that term is used for purposes of Rule 13d-5(b) or Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and a group to which an Excepted Holder Limit applies.

(o)Prohibited Owner. The term "Prohibited Owner" shall mean, with respect to any purported Transfer (as defined in this Section 1 of this ARTICLE SEVEN) (or other event), any Person who, but for the provisions of Section 2(a) of this ARTICLE SEVEN, would

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Beneficially Own or Constructively Own shares of Capital Stock in violation of the provisions of Section 2(a) of this ARTICLE SEVEN, and if appropriate in the context, shall also mean any Person who would have been the record owner of the shares of Capital Stock that the Prohibited Owner would have so owned.

(p)Restriction Termination Date. The term "Restriction Termination Date" shall mean the first day after the Initial Date on which the Board of Directors determines pursuant to Section 5 of ARTICLE FIVE of this Charter that it is no longer in the best interests of the Corporation to be taxed as a REIT for federal income tax purposes or that compliance with the restrictions and limitations on Beneficial Ownership, Constructive Ownership and Transfers of shares of Capital Stock set forth herein is no longer required in order for the Corporation to qualify as a REIT.

(q)TRS. The term "TRS" shall mean any taxable REIT subsidiary (as defined in Section 856(l) of the Code) of the Corporation.

(r)Transfer. The term "Transfer" shall mean any issuance, sale, transfer, gift, assignment, devise or other disposition, as well as any other event that causes any Person to acquire or change such Person's percentage of Beneficial Ownership or Constructive Ownership, or any agreement to take any such actions or cause any such events, of Capital Stock or the right to vote or receive dividends on Capital Stock, including (a) the granting or exercise of any option (or any disposition of any option), (b) any disposition of any securities or rights convertible into or exchangeable for Capital Stock or any interest in Capital Stock or any exercise of any such conversion or exchange right, and (c) Transfers of interests in other entities that result in changes in Beneficial Ownership or Constructive Ownership of Capital Stock; in each case, whether voluntary or involuntary, whether owned of record, Constructively Owned or Beneficially Owned and whether by operation of law or otherwise. The terms "Transferring" and "Transferred" shall have the correlative meanings.

(s)Trustee. The term "Trustee" shall mean the Person, unaffiliated with both the Corporation and a Prohibited Owner, that is appointed by the Corporation to serve as trustee of the Charitable Trust.

SECTION 2.Capital Stock.

(a)Ownership Limitations. During the period commencing on the Initial Date and prior to the Restriction Termination Date or as otherwise set forth below, and subject to Section 4 of this ARTICLE SEVEN:

(i)Basic Restrictions.

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(1) Except as provided in Section 2(h) of this ARTICLE SEVEN, no Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own shares of Capital Stock in excess of the Aggregate Stock Ownership Limit, and no Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own shares of Common Stock in excess of the Common Stock Ownership Limit. No Excepted Holder shall Beneficially Own or Constructively Own shares of Capital Stock in excess of the Excepted Holder Limit for such Excepted Holder.

(2)Except as provided in Section 2(h) of this ARTICLE SEVEN, no Person shall Beneficially Own or Constructively Own shares of Capital Stock to the extent that such Beneficial Ownership or Constructive Ownership of Capital Stock would result in the Corporation being "closely held" within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year), or otherwise failing to qualify as a REIT.

(3)Except as provided in Section 2(h) of this ARTICLE SEVEN, any Transfer of shares of Capital Stock that, if effective, would result in the Capital Stock being beneficially owned by fewer than 100 Persons (determined under the principles of Section 856(a)(5) of the Code) shall be void ab initio, and the intended transferee shall acquire no rights in such Capital Stock.

(4)Except as provided in Section 2(h) of this ARTICLE SEVEN, no Person shall Beneficially Own or Constructively Own shares of Capital Stock to the extent such Beneficial Ownership or Constructive Ownership would cause the Corporation to Beneficially Own or Constructively Own 9.9% or more of the ownership interests in a tenant (other than a TRS) of the Corporation's real property within the meaning of Section 856(d)(2)(B) of the Code.

(5)No Person shall Beneficially Own or Constructively Own shares of Capital Stock to the extent that such Beneficial Ownership or Constructive Ownership would otherwise cause the Corporation to fail to qualify as a REIT under the Code, including, but not limited to, as a result of any "eligible independent contractor" (as defined in Section 856(d)(9)(A) of the Code) that operates a "qualified health care property" (as defined in Section 856(e)(6)(D)(i) of the Code) or a “qualified lodging facility” (as defined in Section 856(d)(9)(D) of the Code), on behalf of a TRS failing to qualify as such.

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(6)No Person shall Beneficially Own or Constructively Own shares of Capital Stock to the extent that such Beneficial Ownership or Constructive Ownership of Capital Stock could result in the Corporation failing to qualify as a "domestically controlled qualified investment entity" within the meaning of Section 897(h)(4)(B) of the Code.

(ii)Transfer in Trust/Transfer Void Ab Initio. If any Transfer of shares of Capital Stock (or other event) occurs which, if effective, would result in any Person Beneficially Owning or Constructively Owning shares of Capital Stock in violation of Section 2(a)(i)(1), (2), (4), (5) or (6) of this ARTICLE SEVEN,

(1) then that number of shares of the Capital Stock the Beneficial Ownership or Constructive Ownership of which otherwise would cause such Person to violate Section 2(a)(i)(1), (2), (4), (5) or (6) of this ARTICLE SEVEN (rounded up to the nearest whole share) shall be automatically transferred to a Charitable Trust for the benefit of a Charitable Beneficiary, as described in Section 3 of this ARTICLE SEVEN, effective as of the close of business on the Business Day prior to the date of such Transfer (or other event), and such Person shall acquire no rights in such shares of Capital Stock; or

(2) if the transfer to the Charitable Trust described in clause (i) of this Section 2(a)(ii) of this ARTICLE SEVEN would not be effective for any reason to prevent the violation of Section 2(a)(i)(1), (2), (4), (5) or (6) of this ARTICLE SEVEN, then the Transfer of that number of shares of Capital Stock that otherwise would cause any Person to violate Section 2(a)(i)(1), (2), (4), (5) or (6) of this ARTICLE SEVEN shall be void ab initio, and the intended transferee shall acquire no rights in such shares of Capital Stock.

(b)Remedies for Breach. If the Board of Directors or any duly authorized committee thereof shall at any time determine that a Transfer or other event has taken place that results in a violation of Section 2(a) of this ARTICLE SEVEN or that a Person intends to acquire or has attempted to acquire Beneficial Ownership or Constructive Ownership of any shares of Capital Stock in violation of Section 2(a) of this ARTICLE SEVEN (whether or not such violation is intended), the Board of Directors or a committee thereof, or other designees if and to the extent permitted by the MGCL, shall take such action as it deems advisable to refuse to give effect to or to prevent such Transfer or other event, including, without limitation, causing the Corporation to redeem shares of Capital Stock, refusing to give effect to such Transfer on the books of the Corporation or instituting proceedings to enjoin such Transfer or other event; provided, however, that any Transfer or attempted Transfer or other event in violation of Section 2(a) of this ARTICLE SEVEN shall automatically result in the transfer to the Charitable Trust described above, and, where

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applicable, such Transfer (or other event) shall be void ab initio as provided above irrespective of any action (or non-action) by the Board of Directors or a committee thereof, or other designee if and to the extent permitted by the MGCL.

(c)Notice of Restricted Transfer. Any Person who acquires or attempts or intends to acquire Beneficial Ownership or Constructive Ownership of shares of Capital Stock that will or may violate Section 2(a)(i) of this ARTICLE SEVEN or any Person who would have owned shares of Capital Stock that resulted in a transfer to the Charitable Trust pursuant to the provisions of Section 2(a)(ii) of this ARTICLE SEVEN shall immediately give written notice to the Corporation of such event or, in the case of such a proposed or attempted transaction, give at least 15 days prior written notice, and shall provide to the Corporation such other information as the Corporation may request in order to determine the effect, if any, of such Transfer on the Corporation's status as a REIT.

(d)Owners Required to Provide Information. From the Initial Date and prior to the Restriction Termination Date:

(i) Every owner of more than five percent (or such lower percentage as required by the Code or the Treasury Regulations promulgated thereunder) in number or value of the outstanding shares of Capital Stock, within 30 days after the end of each taxable year, shall give written notice to the Corporation stating (i) the name and address of such owner, (ii) the number of shares of Capital Stock Beneficially Owned and (iii) a description of the manner in which such shares are held. Each such owner shall provide to the Corporation such additional information as the Corporation may request in order to determine the effect, if any, of such Beneficial Ownership on the Corporation's status as a REIT and to ensure compliance with the Aggregate Stock Ownership Limit and the Common Stock Ownership Limit; and

(ii)Each Person who is a Beneficial Owner or Constructive Owner of Capital Stock and each Person (including the stockholder of record) who is holding Capital Stock for a Beneficial Owner or Constructive Owner shall provide to the Corporation such information as the Corporation may request, in good faith, in order to determine the Corporation's status as a REIT and to comply with requirements of any taxing authority or governmental authority or to determine such compliance and to ensure compliance with the Aggregate Stock Ownership Limit and the Common Stock Ownership Limit.

(e)Remedies Not Limited. Nothing contained in this Section 2 of this ARTICLE SEVEN shall limit the authority of the Board of Directors to take such other action as

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it deems necessary or advisable to, subject to Section 5 of ARTICLE FIVE, protect the Corporation and the interests of its stockholders in preserving the Corporation's status as a REIT.

(f)Ambiguity. In the case of an ambiguity in the application of any of the provisions of this ARTICLE SEVEN, including any definition contained in Section 1 of this ARTICLE SEVEN, the Board of Directors shall have the power to determine the application of the provisions of this ARTICLE SEVEN with respect to any situation based on the facts known to it at such time. In the event Section 2 or 3 of this ARTICLE SEVEN requires an action by the Board of Directors and this Charter fails to provide specific guidance with respect to such action, the Board of Directors shall have the power to determine the action to be taken so long as such action is not contrary to the provisions of Sections 1, 2 or 3 of this ARTICLE SEVEN. Absent a decision to the contrary by the Board of Directors (which the Board of Directors may make in its sole and absolute discretion), if a Person would have (but for the remedies set forth in Sections 2(a) and 2(b)) of this ARTICLE SEVEN acquired Beneficial Ownership or Constructive Ownership of Capital Stock in violation of Section 2(a) of this ARTICLE SEVEN, such remedies (as applicable) shall apply first to the shares of Capital Stock which, but for such remedies, would have been actually owned by such Person, and second to shares of Capital Stock which, but for such remedies, would have been Beneficially Owned or Constructively Owned (but not actually owned) by such Person, pro rata among the Persons who actually own such shares of Capital Stock based upon the relative number of the shares of Capital Stock held by each such Person.

(g)Exceptions.

(i) The Board of Directors, in its sole discretion, may exempt (prospectively or retroactively) a Person from the restrictions contained in Section 2(a)(i)(1), (2) or (4) of this ARTICLE SEVEN, as the case may be, and may establish or increase an Excepted Holder Limit for such Person if the Board of Directors obtains such representations, covenants and undertakings as the Board of Directors may deem appropriate in order to conclude that granting the exemption and/or establishing or increasing the Excepted Holder Limit, as the case may be, will not cause the Corporation to lose its status as a REIT.

(ii)Prior to granting any exception pursuant to Section 2(g)(i) of this ARTICLE SEVEN, the Board of Directors may require a ruling from the Internal Revenue Service or an opinion of counsel, in either case in form and substance satisfactory to the Board of Directors in its sole discretion, as it may deem necessary or advisable in order to determine or ensure that granting the exception will not cause the Corporation to lose its status as a REIT. Notwithstanding the receipt of any ruling or opinion, the Board of Directors may impose such conditions or restrictions as it deems appropriate in connection with granting such exception.

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(iii)Subject to Section 2(a)(i)(2), (4), (5) and (6) of this ARTICLE SEVEN, an underwriter, placement agent or initial purchaser that participates in a public offering, a private placement or other private offering of Capital Stock (or securities convertible into or exchangeable for Capital Stock) may Beneficially Own or Constructively Own shares of Capital Stock (or securities convertible into or exchangeable for Capital Stock) in excess of the Aggregate Stock Ownership Limit, the Common Stock Ownership Limit, or both such limits, but only to the extent necessary to facilitate such public offering, private placement or immediate resale of such Capital Stock, and provided that the restrictions contained in Section 2(a)(i) of this ARTICLE SEVEN will not be violated following the distribution by such underwriter, placement agent or initial purchaser of such shares of Capital Stock.

(h)Change in Aggregate Stock Ownership Limit, Common Stock Ownership Limit and Excepted Holder Limits.

(i)The Board of Directors may from time to time increase or decrease the Aggregate Stock Ownership Limit and/or the Common Stock Ownership Limit; provided, however, that a decreased Aggregate Stock Ownership Limit and/or Common Stock Ownership Limit will not be effective for any Person whose percentage ownership of Capital Stock at the time of such Board action is in excess of such decreased Aggregate Stock Ownership Limit and/or Common Stock Ownership Limit until such time as such Person's percentage of Capital Stock equals or falls below the decreased Aggregate Stock Ownership Limit and/or Common Stock Ownership Limit, but until such time as such Person's percentage of Capital Stock falls below such decreased Aggregate Stock Ownership Limit and/or Common Stock Ownership Limit, any further acquisition of Capital Stock will be in violation of the Aggregate Stock Ownership Limit and/or Common Stock Ownership Limit and, provided further, that the new Aggregate Stock Ownership Limit and/or Common Stock Ownership Limit would not allow five or fewer individuals (taking into account all Excepted Holders) to Beneficially Own or Constructively Own more than 49.9% in value of the outstanding Capital Stock.

(ii) The Board of Directors may only reduce the Excepted Holder Limit for an Excepted Holder: (i) with the written consent of such Excepted Holder at any time, or (ii) pursuant to the terms and conditions of the agreements and undertakings entered into with such Excepted Holder in connection with the establishment of the Excepted Holder Limit for that Excepted Holder. No Excepted Holder Limit shall be reduced to a percentage that is less than the then-existing

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Aggregate Stock Ownership Limit or Common Stock Ownership Limit, as applicable.

(i)Legend. Each certificate, if any, or any notice in lieu of any certificate, for shares of Capital Stock shall bear a legend summarizing the restrictions on ownership and transfer contained herein. Instead of a legend, the certificate, if any, may state that the Corporation will furnish a full statement about certain restrictions on ownership and transferability to a stockholder on request and without charge.

SECTION 3.Transfer of Capital Stock in Trust

(a)Ownership in Trust. Upon any purported Transfer or other event described in Section 2(a)(ii) of this ARTICLE SEVEN that would result in a transfer of shares of Capital Stock to a Charitable Trust, such shares of Capital Stock shall be deemed to have been transferred to the Trustee as trustee for the exclusive benefit of one or more Charitable Beneficiaries. Such transfer to the Trustee shall be deemed to be effective as of the close of business on the Business Day prior to the purported Transfer or other event that results in the transfer to the Charitable Trust pursuant to Section 2(a)(ii) of this ARTICLE SEVEN. The Trustee shall be appointed by the Corporation and shall be a Person unaffiliated with the Corporation and any Prohibited Owner. Each Charitable Beneficiary shall be designated by the Corporation as provided in Section 3(f) of this ARTICLE SEVEN.

(b)Status of Shares Held by the Trustee. Shares of Capital Stock held by the Trustee shall continue to be issued and outstanding shares of Capital Stock of the Corporation. The Prohibited Owner shall have no rights in the Capital Stock held by the Trustee. The Prohibited Owner shall not benefit economically from ownership of any shares held in trust by the Trustee, shall have no rights to dividends or other distributions and shall not possess any rights to vote or other rights attributable to the shares held in the Charitable Trust. The Prohibited Owner shall have no claim, cause of action or any other recourse whatsoever against the purported transferor of such Capital Stock.

(c)Dividend and Voting Rights. The Trustee shall have all voting rights and rights to dividends or other distributions with respect to shares of Capital Stock held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or other distribution paid to a Prohibited Owner prior to the discovery by the Corporation that the shares of Capital Stock have been transferred to the Trustee shall be paid with respect to such shares of Capital Stock by the Prohibited Owner to the Trustee upon demand and any dividend or other distribution authorized but unpaid shall be paid when due to the Trustee. Any dividends or other distributions so paid over to the Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to shares

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held in the Charitable Trust and, subject to Maryland law, effective as of the date that the shares of Capital Stock have been transferred to the Charitable Trust, the Trustee shall have the authority (at the Trustee's sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Corporation that the shares of Capital Stock have been transferred to the Trustee and (ii) to recast such vote in accordance with the desires of the Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Corporation has already taken irreversible corporate action, then the Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this ARTICLE SEVEN, until the Corporation has received notification that shares of Capital Stock have been transferred into a Charitable Trust, the Corporation shall be entitled to rely on its share transfer and other stockholder records for purposes of preparing lists of stockholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of stockholders.

(d)Sale of Shares by Trustee. Within 20 days of receiving notice from the Corporation that shares of Capital Stock have been transferred to the Charitable Trust, the Trustee of the Charitable Trust shall sell the shares held in the Charitable Trust to a Person, designated by the Trustee, whose ownership of the shares will not violate the ownership limitations set forth in Section 2(a)(i) of this ARTICLE SEVEN. Upon such sale, the interest of the Charitable Beneficiary in the shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 3(d) of this ARTICLE SEVEN. The Prohibited Owner shall receive the lesser of (1) the price paid by the Prohibited Owner for the shares or, if the Prohibited Owner did not give value for the shares in connection with the event causing the shares to be held in the Charitable Trust (e.g., in the case of a gift, devise or other such transaction), the Market Price of the shares on the day of the event causing the shares to be held in the Charitable Trust and (2) the price per share received by the Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the shares held in the Charitable Trust. The Trustee may reduce the amount payable to the Prohibited Owner by the amount of dividends and other distributions paid to the Prohibited Owner and owed by the Prohibited Owner to the Trustee pursuant to Section 3(c) of this ARTICLE SEVEN. Any net sales proceeds in excess of the amount payable to the Prohibited Owner shall be immediately paid to the Charitable Beneficiary, together with any distributions thereon. If, prior to the discovery by the Corporation that shares of Capital Stock have been transferred to the Trustee, such shares are sold by a Prohibited Owner, then (i) such shares shall be deemed to have been sold on behalf of the Charitable Trust and (ii) to the extent that the Prohibited Owner received an amount for such shares that exceeds the amount that such Prohibited Owner was entitled to receive pursuant to this Section 3(d) of this ARTICLE SEVEN, such excess shall be paid to the Trustee upon demand.

(e)Purchase Right in Stock Transferred to the Trustee. Shares of Capital Stock transferred to the Trustee shall be deemed to have been offered for sale to the Corporation, or its designee, at a price per share equal to the lesser of (i) the price paid per share in the transaction

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that resulted in such transfer to the Charitable Trust (or, in the case of a devise or gift, the Market Price at the time of such devise or gift) and (ii) the Market Price on the date the Corporation, or its designee, accepts such offer. The Corporation may reduce the amount payable to the Prohibited Owner by the amount of dividends and other distributions paid to the Prohibited Owner and owed by the Prohibited Owner to the Trustee pursuant to Section 3(c) of this ARTICLE SEVEN. The Corporation may pay the amount of such reduction to the Trustee for the benefit of the Charitable Beneficiary. The Corporation shall have the right to accept such offer until the Trustee has sold the shares held in the Charitable Trust pursuant to Section 3(d) of this ARTICLE SEVEN. Upon such a sale to the Corporation, the interest of the Charitable Beneficiary in the shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner, and any dividends or other distributions held by the Trustee shall be paid to the Charitable Beneficiary.

(f)Designation of Charitable Beneficiaries. By written notice to the Trustee, the Corporation shall designate one or more nonprofit organizations to be the Charitable Beneficiary of the interest in the Charitable Trust such that (i) the shares of Capital Stock held in the Charitable Trust would not violate the restrictions set forth in Section 2(a)(i) of this ARTICLE SEVEN in the hands of such Charitable Beneficiary and (ii) each such organization must be described in Section 501(c)(3) of the Code and contributions to each such organization must be eligible for deduction under one of Sections 170(b)(1)(A), 2055 and 2522 of the Code. Neither the failure of the Corporation to make such designation nor the failure of the Corporation to appoint the Trustee before the automatic transfer provided for in Section 2(a)(ii)(1) of this ARTICLE SEVEN shall make such transfer ineffective, provided that the Corporation thereafter makes such designation and appointment.

SECTION 4.Applicable Stock Exchange Transactions. Nothing in this ARTICLE SEVEN shall preclude the settlement of any transaction entered into through the facilities of the Applicable Stock Exchange or any other automated inter-dealer quotation system. The fact that the settlement of any transaction occurs shall not negate the effect of any other provision of this ARTICLE SEVEN, and any transferee in such a transaction shall be subject to all of the provisions and limitations set forth in this ARTICLE SEVEN.

SECTION 5.Enforcement. The Corporation is authorized specifically to seek equitable relief, including injunctive relief, to enforce the provisions of this ARTICLE SEVEN.

SECTION 6.Non-Waiver. No delay or failure on the part of the Corporation or the Board of Directors in exercising any right hereunder shall operate as a waiver of any right of the Corporation or the Board of Directors, as the case may be, except to the extent specifically waived in writing.

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SECTION 7.Severability. If any provision of this ARTICLE SEVEN or any application of any such provision is determined to be invalid by any federal or state court having jurisdiction over the issues, the validity of the remaining provisions shall not be affected and other applications of such provisions shall be affected only to the extent necessary to comply with the determination of such court.

ARTICLE EIGHT

AMENDMENT OF BYLAWS

The Bylaws may be altered, amended or repealed, in whole or in part, or new Bylaws may be adopted by the stockholders or by the Board of Directors; provided, however, that notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such meeting of the stockholders or Board of Directors, as the case may be. All such amendments must be approved by either the affirmative vote of a majority in voting power of all outstanding shares of Capital Stock entitled to vote thereon or by a majority of the entire Board of Directors then in office, as applicable.

ARTICLE NINE

LIMITATION OF LIABILITY

SECTION 1.Limitation of Liability. To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of directors of a corporation, no present or former director of the Corporation shall be liable to the Corporation or its stockholders for money damages. Neither the amendment nor repeal of this ARTICLE NINE, nor the adoption or amendment of any other provision of this Charter or the Bylaws inconsistent with this ARTICLE NINE, shall apply to or affect in any respect the applicability of the preceding sentence with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

SECTION 2.Indemnification.

(a)Directors and Officers. The Corporation shall indemnify its directors and officers to the fullest extent authorized or permitted by applicable law, as now or hereafter in effect, and such right to indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of his or her heirs, executors and personal and legal representatives; provided, however, that, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors. Directors and officers of the Corporation shall also have a right to

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advancement by the Corporation of expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition upon receipt by the Corporation of an undertaking by or on behalf of the director or officer receiving advancement to repay the amount advanced if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation under this ARTICLE NINE and a written affirmation by the director of the director’s good faith belief that the standard necessary for indemnification has been met.

(b)Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this ARTICLE NINE to directors and officers of the Corporation and to such further extent as shall be permitted by Maryland law.

(c)Rights Not Exclusive. The rights to indemnification and to the advancement of expenses conferred in this ARTICLE NINE shall not be exclusive of any other right which any person may have or hereafter acquire under this Charter, the Bylaws of the Corporation, any statute, agreement, vote of stockholders or disinterested directors or otherwise.

(d)Repeal or Modification. Any repeal or modification of this ARTICLE NINE by the stockholders of the Corporation shall not adversely affect any rights to indemnification and to the advancement of expenses of a director, officer, employee or agent of the Corporation existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

ARTICLE TEN

MEETINGS OF STOCKHOLDERS

Meetings of stockholders may be held within or without the State of Maryland, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) within or without the State of Maryland at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.

ARTICLE ELEVEN

STOCKHOLDER ACTION

Special meetings of stockholders shall be called by the Secretary if requested in writing by the holders of shares entitled to cast not less than ten percent (10%) of all the votes entitled to be cast at such meeting. Any action required or permitted to be taken at any meeting of

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the stockholders may be taken without a meeting by consent, in writing or by electronic transmissions by each stockholder entitled to vote on the matter.

ARTICLE TWELVE

AMENDMENT

SECTION 1.Except for amendments permitted to be made without stockholder vote by law or specific provision of this Charter, any amendment to this Charter shall be effective only if approved by the Board of Directors and affirmative vote of a majority in voting power of all of the outstanding shares of Capital Stock of the Corporation entitled to vote on such matter.

SECTION 2.The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Charter, including any amendment that alters the contract rights of any outstanding stock as expressly set forth in the Charter, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

THIRD:     The amendment to and restatement of this Charter as hereinabove set forth have been duly advised by a majority of the Board of Directors and approved by the sole stockholder of the Corporation, as required by law.

FOURTH:     The current address of the principal office of the Corporation is as set forth in ARTICLE FOUR of the foregoing amendment and restatement of this Charter.

FIFTH:     The name and address of the Corporation’s current resident agent are as set forth in ARTICLE FOUR of the foregoing amendment and restatement of this Charter.

SIXTH:     The number of directors of the Corporation and the names of those currently in office are as set forth in ARTICLE SIX of the foregoing amendment and restatement of the Charter.

SEVENTH:     The total number of shares of stock which the Corporation had authority to issue immediately prior to this amendment and restatement was 100 shares, consisting of 100 shares of common stock, $0.01 par value per share. The aggregate par value of all shares of stock having par value was $1.00.

EIGHTH:     The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment and restatement of the Charter is 525,000,000, consisting of 500,000,000 shares of common stock, par value $0.0001 per share, and 25,000,000 shares of preferred stock, par value $0.0001 per share. The aggregate par value of all authorized shares of stock having par value is $52,500.

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NINTH:     The undersigned officer acknowledges these Articles of Amendment and Restatement to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[Signatures appear on the following page]

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IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment and Restatement to be signed in its name and on its behalf by the undersigned officer and attested to by its Secretary on this _____ day of __________, 2015.

	ATTEST:
By:		By:
	Name: Anthony G. Morrow Title: Secretary		Name: William H. Lenehan Title: President & Chief Executive Officer

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EX-3.2

Exhibit 3.2

FOUR CORNERS PROPERTY TRUST, INC.

(the “Corporation”)

AMENDED AND RESTATED BYLAWS

ARTICLE I

OFFICES

Section 1.    PRINCIPAL OFFICE. The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors of the Corporation (the "Board of Directors") may designate.

Section 2.    ADDITIONAL OFFICES. The Corporation may have additional offices, including a principal executive office, at such places as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1.    PLACE. All meetings of stockholders shall be held at the principal executive office of the Corporation or at such other place as shall be set by the Board of Directors, either within or without the State of Maryland, and stated in the notice of the meeting.

Section 2.    ANNUAL MEETING. An annual meeting of the stockholders for the election of directors and the transaction of any business within the powers of the Corporation shall be held on a date and at the time set by the Board of Directors, beginning in the year 2016. Any proper business may be transacted at the annual meeting of stockholders.

Section 3.    SPECIAL MEETINGS. The Chairman of the Board, President, Chief Executive Officer, or a majority of the Board of Directors may call special meetings of the stockholders. Special meetings of stockholders shall also be called by the Secretary upon the written request of the holders of shares entitled to cast not less than ten percent (10%) of all the votes entitled to be cast at such meeting. Such written request shall state the purpose of such meeting and the matters proposed to be acted on at such meeting. The Secretary shall inform such stockholders of the reasonably estimated cost of preparing and mailing notice of the meeting and, upon payment to the Corporation by such stockholders of such costs, the Secretary shall give notice to each stockholder entitled to notice of the meeting. Any requesting stockholder may revoke his, her, or its request for a special meeting at any time by written revocation delivered to the Secretary. Upon receipt of any written revocations, the Secretary may refrain from sending out a notice if the result is that holders entitled to cast not less than ten percent (10%) of all votes entitled to be cast at such meeting no longer have requested a special meeting. In such event, if the notice has already been delivered to the stockholders, either the

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Secretary may revoke the notice of the meeting by written notice to the stockholders or the chairman of the meeting may call the meeting to order and adjourn the meeting without any action on the matter.

Section 4.    NOTICE. Not less than ten nor more than 90 days before each meeting of stockholders, the Secretary shall give to each stockholder entitled to vote at such meeting and to each stockholder not entitled to vote who is entitled to notice of the meeting written or printed notice stating the time and place of the meeting and, in the case of a special meeting or as otherwise may be required by any statute, the purpose for which the meeting is called, either by mail, by presenting it to such stockholder personally, by leaving it at the stockholder's residence or usual place of business or by electronic transmission or any other means permitted by the laws of the State of Maryland. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the stockholder at the stockholder's address as it appears on the records of the Corporation, with postage thereon prepaid.

Subject to Sections 6 and 7 of this Article II, any business of the Corporation may be transacted at an annual meeting of stockholders without being specifically designated in the notice, except such business as is required by any statute to be stated in such notice. No business shall be transacted at a special meeting of stockholders except as specifically designated in the notice.

Section 5.     ORGANIZATION AND CONDUCT. Every meeting of stockholders shall be conducted by an individual appointed by the Board of Directors to be chairman of the meeting or, in the absence of such appointment, by the Chairman of the Board or, in the case of a vacancy in the office or absence of the Chairman of the Board, by one of the following officers present at the meeting: the Vice Chairman of the Board, if there be one, the Chief Executive Officer, the President, the Vice Presidents in their order of rank and seniority, or, in the absence of such officers, a chairman chosen by the stockholders by the vote of a majority of the votes cast by stockholders present in person or by proxy. The Secretary, or, in the Secretary's absence, an Assistant Secretary, or in the absence of both the Secretary and Assistant Secretaries, a person appointed by the Board of Directors or, in the absence of such appointment, a person appointed by the chairman of the meeting shall act as Secretary. In the event that the Secretary presides at a meeting of the stockholders, an Assistant Secretary, or in the absence of Assistant Secretaries, an individual appointed by the Board of Directors or the chairman of the meeting, shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of stockholders shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairman, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to stockholders of record of the Corporation, their duly authorized proxies and other such individuals as the chairman of the meeting or the chairman’s designee may determine; (c) limiting participation at the meeting on any matter to stockholders of record of the Corporation entitled to vote on such matter, their duly authorized proxies and other such individuals as the chairman of the meeting or the

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chairman’s designee may determine; (d) limiting the time allotted to questions or comments by participants; (e) maintaining order and security at the meeting; (f) removing any stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; and (g) recessing or adjourning the meeting to a later date and time and place announced at the meeting. Unless otherwise determined by the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Section 6.    Nature of Business at Meetings of Stockholders. Only such business (other than nominations for election to the Board of Directors, which must comply with the provisions of Section 7 of this Article II) may be transacted at an annual meeting of stockholders as is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (b) otherwise properly brought before the annual meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof), or (c) otherwise properly brought before the annual meeting by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 6 of this Article II and on the record date for the determination of stockholders entitled to notice of and to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section 6 of this Article II.

In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

To be timely, a stockholder’s notice to the Secretary must be delivered to or be mailed and received at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred and twenty (120) days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that no annual meeting was held in the previous year or the annual meeting is called for a date that is not within twenty-five (25) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs. In no event shall the adjournment or postponement of an annual meeting, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a stockholder's notice as described above.

To be in proper written form, a stockholder’s notice to the Secretary must set forth the following information: (a) as to each matter such stockholder proposes to bring before the annual meeting, a brief description of the business desired to be brought before the annual meeting and the proposed text of any proposal regarding such business (including the text of any resolutions proposed for consideration and, if such business includes a proposal to amend these bylaws, the text of the proposed amendment), and the reasons for conducting such business at the annual meeting, and (b) as to the stockholder giving notice and the beneficial owner, if any, on whose behalf the proposal is being made, (i) the name and address of such person, (ii) (A) the

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class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares of all stock of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares of stock of the Corporation held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation; (iii) a description of all agreements, arrangements, or understandings (whether written or oral) between or among such person, or any affiliates or associates of such person, and any other person or persons (including their names) in connection with or relating to (A) the Corporation or (B) the proposal, including any material interest in, or anticipated benefit from the proposal to such person, or any affiliates or associates of such person, (iv) a representation that the stockholder giving notice intends to appear in person or by proxy at the annual meeting to bring such business before the meeting; and (v) any other information relating to such person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies by such person with respect to the proposed business to be brought by such person before the annual meeting pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder.

A stockholder providing notice of business proposed to be brought before an annual meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 6 of this Article II shall be true and correct as of the record date for determining the stockholders entitled to receive notice of the annual meeting and such update and supplement shall be delivered to or be mailed and received by the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for determining the stockholders entitled to receive notice of the annual meeting.

No business shall be conducted at the annual meeting of stockholders except business brought before the annual meeting in accordance with the procedures set forth in this Section 6 of this Article II; provided, however, that, once business has been properly brought before the annual meeting in accordance with such procedures, nothing in this Section 6 of this Article II shall be deemed to preclude discussion by any stockholder of any such business. If the chairman of an annual meeting determines that business was not properly brought before the annual meeting in accordance with the foregoing procedures, the chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

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Nothing contained in this Section 6 of this Article II shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act (or any successor provision of law).

Section 7. Nomination of Directors. Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise provided in the Charter with respect to the right of holders of preferred stock of the Corporation to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the Board of Directors may be made at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors, (a) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 7 of this Article II and on the record date for the determination of stockholders entitled to notice of and to vote at such annual meeting or special meeting and (ii) who complies with the notice procedures set forth in this Section 7 of this Article II.

In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

To be timely, a stockholder’s notice to the Secretary must be delivered to or be mailed and received at the principal executive offices of the Corporation (a) in the case of an annual meeting, not less than ninety (90) days nor more than one hundred and twenty (120) days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that no annual meeting was held in the previous year or the annual meeting is called for a date that is not within twenty-five (25) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs; and (b) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the tenth (10th) day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs. In no event shall the adjournment or postponement of an annual meeting or a special meeting called for the purpose of electing directors, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a stockholder's notice as described above.

To be in proper written form, a stockholder’s notice to the Secretary must set forth the following information: (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) (A) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by

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such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares of all stock of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares of stock of the Corporation held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation, (iv) such person’s written representation and agreement that such person (A) is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question, (B) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director of the Corporation that has not been disclosed to the Corporation in such representation and agreement and (C) in such person’s individual capacity, would be in compliance, if elected as a director of the Corporation, and will comply with, all applicable publicly disclosed confidentiality, corporate governance, conflict of interest, Regulation FD, code of conduct and ethics, and stock ownership and trading policies and guidelines of the Corporation, (v) a written questionnaire completed by the proposed nominee with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Corporation, upon request, to the stockholder providing the notice and shall include all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder, or would be required pursuant to the rules of any national securities exchange on which any securities of the Corporation are listed or over-the-counter market on which any securities of the Corporation are traded), and (vi) any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder; and (b) as to the stockholder giving the notice, and the beneficial owner, if any, on whose behalf the nomination is being made, (i) the name and record address of the stockholder giving the notice and the name and principal place of business of such beneficial owner; (ii) (A) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares of the Corporation owned beneficially but not of record

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by such person or any affiliates or associates of such person, and the number of shares of stock of the Corporation held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation; (iii) a description of (A) all agreements, arrangements, or understandings (whether written or oral) between such person, or any affiliates or associates of such person, and any proposed nominee, or any affiliates or associates of such proposed nominee, (B) all agreements, arrangements, or understandings (whether written or oral) between such person, or any affiliates or associates of such person, and any other person or persons (including their names) pursuant to which the nomination(s) are being made by such person, or otherwise relating to the Corporation or their ownership of capital stock of the Corporation, and (C) any material interest of such person, or any affiliates or associates of such person, in such nomination, including any anticipated benefit therefrom to such person, or any affiliates or associates of such person; (iv) a representation that the stockholder giving notice intends to appear in person or by proxy at the annual meeting or special meeting to nominate the persons named in its notice; (v) any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected; and (vi) such other information as the Corporation may reasonably require, including such information as may be necessary or appropriate in determining the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee.

A stockholder providing notice of any nomination proposed to be made at an annual meeting or special meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 7 of this Article II shall be true and correct as of the record date for determining the stockholders entitled to receive notice of the annual meeting or special meeting, and such update and supplement shall be delivered to or be mailed and received by the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for determining the stockholders entitled to receive notice of such annual meeting or special meeting.

No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 7 of this Article II. If the

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Chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

Section 8.    QUORUM. At any meeting of stockholders, the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting shall constitute a quorum; but this section shall not affect any requirement under any statute or the charter of the Corporation (as may be amended, modified, supplemented or restated from time to time, the "Charter") for the vote necessary for the adoption of any measure. If, however, such quorum shall not be present at any meeting of the stockholders, the chairman of the meeting shall have the power to adjourn the meeting from time to time to a date not more than 120 days after the original record date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

The stockholders present either in person or by proxy, at a meeting which has been duly called and convened, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 9.    VOTING. Each nominee for director in an election in which the number of nominees is equal to the number of open board seats (an “Uncontested Election”) shall be elected by a majority of the votes cast, whether in person or represented by proxy, with respect to that nominee’s election at an annual meeting of stockholders at which a quorum is present (with each share being permitted to vote for as many individuals as there are directors to be elected and for whose election the share is entitled to be voted, without any right to cumulative voting). If, however, as of a date that is fourteen (14) days in advance of the date the Corporation files its definitive proxy statement (regardless of whether or not thereafter revised or supplemented) with the Securities and Exchange Commission, the number of nominees exceeds the number of open board seats (i.e., a contested election), then the directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the annual meeting of stockholders and entitled to vote in the election of directors, whether or not such election becomes an Uncontested Election after such date (with each share being permitted to vote for as many individuals as there are directors to be elected and for whose election the share is entitled to be voted, without any right to cumulative voting). For purposes of this Section 9, a majority of votes cast shall mean that the number of shares voted “for” a nominee’s election exceeds the number of shares voted “against” that nominee’s election. With regard to Uncontested Elections, the Board of Directors has established procedures pursuant to which any incumbent director who fails to receive a majority of the votes cast will tender his or her resignation to the Board of Directors. The Board of Directors will act upon a tendered resignation within ninety (90) days of the date on which the election results were certified and will promptly make public disclosure of the results of its actions. If the Board of Directors accepts a director’s resignation, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board of Directors shall fill the resulting vacancy in accordance with Section 11 of ARTICLE III.

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A majority of the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to approve any other matter which may properly come before the meeting, unless more than a majority of the votes cast is required by statute, the Charter, these Bylaws or contract. Unless otherwise provided in the Charter, each outstanding share of the Corporation's stock, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders.

Section 10.     PROXIES. A stockholder may cast the votes entitled to be cast by the shares of stock owned of record by the stockholder in person or by proxy executed by the stockholder or by the stockholder's duly authorized agent in any manner permitted by law. Such proxy or evidence of authorization of such proxy shall be filed with the Secretary before or at the meeting. No proxy shall be valid more than eleven months after its date unless otherwise provided in the proxy. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission authorizing another person or persons to act as proxy for a stockholder may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used; provided, however, that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

Section 11.    CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting if a consent setting forth the action is given in writing or by electronic transmission (consistent with requirements of applicable law) by each stockholder entitled to vote on the matter and filed with the minutes of proceedings of the stockholders.

Section 12.    VOTING OF STOCK BY CERTAIN HOLDERS. Stock of the Corporation registered in the name of a corporation, partnership, trust or other entity, if entitled to be voted, may be voted by the president or a vice president, a general partner or trustee thereof, as the case may be, or a proxy appointed by any of the foregoing individuals, unless some other person who has been appointed to vote such stock pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or agreement of the partners of a partnership presents a certified copy of such bylaw, resolution or agreement, in which case such person may vote such stock. Any director or other fiduciary may vote stock registered in his or her name as such fiduciary, either in person or by proxy.

Shares of stock of the Corporation directly or indirectly owned by it shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares entitled to be voted at any given time, unless they are held by it in a fiduciary capacity, in which case they may be voted and shall be counted in determining the total number of outstanding shares at any given time.

The Board of Directors may adopt by resolution a procedure by which a stockholder may certify in writing to the Corporation that any shares of stock registered in the name of the stockholder are held for the account of a specified person other than the stockholder. The resolution shall set forth the class of stockholders who may make the certification, the

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purpose for which the certification may be made, the form of certification and the information to be contained in it; if the certification is with respect to a record date or closing of the stock transfer books, the time after the record date or closing of the stock transfer books within which the certification must be received by the Corporation; and any other provisions with respect to the procedure which the Board of Directors considers necessary or desirable. On receipt of such certification, the person specified in the certification shall be regarded as, for the purposes set forth in the certification, the stockholder of record of the specified stock in place of the stockholder who makes the certification.

Section 13.    INSPECTORS. The Board of Directors, in advance of any meeting, may, but need not, appoint one or more individual inspectors or one or more entities that designate individuals as inspectors to act at the meeting or any adjournment thereof. If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the Board of Directors in advance of the meeting or at the meeting by the chairman of the meeting. The inspectors, if any, shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. Each such report shall be in writing and signed by him or her or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be primafacie evidence thereof.

Section 14.    VOTING BY BALLOT. Voting on any question or in any election may be viva voce unless the presiding officer shall order or any stockholder shall demand that voting be by ballot.

ARTICLE III

DIRECTORS

Section 1.    GENERAL POWERS. The business and affairs of the Corporation shall be managed under the direction of its Board of Directors.

Section 2.    NUMBER, TENURE AND QUALIFICATIONS. At any regular meeting or at any special meeting called for that purpose, a majority of the entire Board of Directors may establish, increase or decrease the number of directors, provided that the number thereof shall never be less than 1 nor more than 15, and further provided that the tenure of office of a director shall not be affected by any decrease in the number of directors. Any director may resign at any time by delivering his or her resignation to the Board of Directors, the

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Chairman of the Board, or the Secretary. Except as contemplated in Section 9 of Article II, the acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation and any resignation shall take effect immediately upon its receipt or at such later time or event specified in the resignation.

Section 3.    ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of Directors shall be held immediately after and at the same place as the annual meeting of stockholders, no notice other than this Bylaw being necessary. In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors.

Section 4.    SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, the Chief Executive Officer, the President or by a majority of the directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix any place as the place for holding any special meeting of the Board of Directors called by them. The Board of Directors may provide, by resolution, the time and place for the holding of special meetings of the Board of Directors without other notice than such resolution.

Section 5.    NOTICE. Notice of any special meeting of the Board of Directors shall be delivered personally or by telephone, electronic mail, facsimile transmission, United States mail or courier or, if to be delivered to an address outside of the United States, by an internationally recognized courier, to each director at his or her business or residence address. Notice by personal delivery, telephone, electronic mail or facsimile transmission shall be given at least 24 hours prior to the meeting. Notice by United States mail shall be given at least three days prior to the meeting. Notice by any courier shall be given at least two days prior to the meeting. Telephone notice shall be deemed to be given when the director or his or her agent is personally given such notice in a telephone call to which the director or his or her agent is a party. Electronic mail notice shall be deemed to be given upon transmission of the message to the electronic mail address given to the Corporation by the director. Facsimile transmission notice shall be deemed to be given upon completion of the transmission of the message to the number given to the Corporation by the director and receipt of a completed answer-back indicating receipt. Notice by United States mail shall be deemed to be given when deposited in the United States mail properly addressed, with postage thereon prepaid. Notice by any courier shall be deemed to be given when deposited with or delivered to such courier properly addressed. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Directors need be stated in the notice, unless specifically required by statute or these Bylaws.

Section 6.    QUORUM. A majority of the directors shall constitute a quorum for transaction of business at any meeting of the Board of Directors, provided that if less than a majority of such directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice, and provided further that if, pursuant to the Charter or these Bylaws, the vote of a majority of a particular group of directors is required for action, a quorum must also include a majority of such group.

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The directors present at a meeting which has been duly called and convened may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

Section 7.    VOTING. The action of the majority of the directors present at a meeting at which a quorum is present shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable statute, the Charter or these Bylaws. If enough directors have withdrawn from a meeting to leave less than a quorum but the meeting is not adjourned, the action of the majority of the directors still present at such meeting shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable statute, the Charter or these Bylaws.

Section 8.    ORGANIZATION. At each meeting of the Board of Directors, the Chairman of the Board or, in the absence of the Chairman of the Board, the Vice Chairman of the Board, if any, shall act as chairman of the meeting. In the absence of both the Chairman and Vice Chairman of the Board, the Chief Executive Officer or in the absence of the Chief Executive Officer, the President or in the absence of the President, a director chosen by a majority of the directors present, shall act as chairman of the meeting. The Secretary or, in his or her absence, an Assistant Secretary, or in the absence of the Secretary and all Assistant Secretaries, a person appointed by the chairman of the meeting, shall act as secretary of the meeting.

Section 9.    TELEPHONE MEETINGS. Directors may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 10.    WRITTEN CONSENT BY DIRECTORS. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if all of the members of the Board of Directors then in office consent thereto in writing or by electronic transmission and such writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 11.    VACANCIES. If for any reason any or all of the directors cease to be directors, such event shall not terminate the Corporation or affect these Bylaws or the powers of the remaining directors hereunder (even if fewer than three directors remain). Any vacancy on the Board of Directors for any cause other than an increase in the number of directors may be filled by a majority of the remaining directors, even if such majority is less than a quorum and any vacancy in the number of directors created by an increase in the number of directors may be filled by a majority vote of the entire Board of Directors. Any individual so elected as director shall serve until the next annual meeting of stockholders and until his or her successor is elected and qualifies.

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Section 12.    COMPENSATION. Directors shall not receive any stated salary for their services as directors but, by resolution of the Board of Directors, may receive compensation per year and/or per meeting and/or per visit to real property or other facilities owned or leased by the Corporation and for any service or activity they performed or engaged in as directors. Directors may be reimbursed for expenses of attendance, if any, at each annual, regular or special meeting of the Board of Directors or of any committee thereof and for their expenses, if any, in connection with each property visit and any other service or activity they performed or engaged in as directors; but nothing herein contained shall be construed to preclude any directors from serving the Corporation in any other capacity and receiving compensation therefor.

Section 13.    LOSS OF DEPOSITS. No director shall be liable for any loss which may occur by reason of the failure of the bank, trust company, savings and loan association, or other institution with whom moneys or stock have been deposited.

Section 14.    SURETY BONDS. Unless required by law, no director shall be obligated to give any bond or surety or other security for the performance of any of his or her duties.

Section 15.    RELIANCE. Each director, officer, employee and agent of the Corporation shall, in the performance of his or her duties with respect to the Corporation, be fully justified and protected with regard to any act or failure to act in reliance on any information, opinion, report, or statement, including any financial statement or other financial report, to the extent permitted by Maryland law.

Section 16.    CERTAIN RIGHTS OF DIRECTORS. The directors shall have no responsibility to devote their full time to the affairs of the Corporation. Any director of the Corporation, in his or her personal capacity or in a capacity as an affiliate, employee, or agent of any other person, or otherwise, may have business interests and engage in business activities similar to or in addition to or in competition with those of or relating to the Corporation.

Section 17.     RATIFICATION. The Board of Directors or the stockholders may ratify and make binding on the Corporation any action or inaction by the Corporation or its officers to the extent that the Board of Directors or the stockholders could have originally authorized the matter. Moreover, any action or inaction questioned in any stockholders' derivative proceeding or any other proceeding on the ground of lack of authority, defective or irregular execution, adverse interest of a director, officer or stockholder, non-disclosure, miscomputation, the application of improper principles or practices of accounting, or otherwise, may be ratified, before or after judgment, by the Board of Directors or by the stockholders, and if so ratified, shall have the same force and effect as if the questioned action or inaction had been originally duly authorized, and such ratification shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned action or inaction.

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Section 18.    EMERGENCY PROVISIONS. Notwithstanding any other provision in the Charter or these Bylaws, this Section 18 shall apply during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the Board of Directors under these Bylaws cannot readily be obtained (an "Emergency"). During any Emergency, unless otherwise provided by the Board of Directors, (a) a meeting of the Board of Directors or a committee thereof may be called by any director or officer by any means feasible under the circumstances; (b) notice of any meeting of the Board of Directors during such an Emergency may be given less than 24 hours prior to the meeting to as many directors and by such means as may be feasible at the time, including publication, television or radio, and (c) the number of directors necessary to constitute a quorum shall be one-third of the entire Board of Directors.

ARTICLE IV

COMMITTEES

Section 1.    NUMBER, TENURE AND QUALIFICATIONS. The Board of Directors may appoint from among its members an Executive Committee, an Audit Committee and other committees, composed of two or more directors, to serve at the pleasure of the Board of Directors.

Section 2.    POWERS. The Board of Directors may delegate to committees appointed under Section 1 of this Article any of the powers of the Board of Directors, except as prohibited by law.

Section 3.    MEETINGS. Notice of committee meetings shall be given in the same manner as notice for special meetings of the Board of Directors. A majority of the members of the committee shall constitute a quorum for the transaction of business at any meeting of the committee. The act of a majority of the committee members present at a meeting shall be the act of such committee. The Board of Directors may designate a chairman of any committee, and such chairman or, in the absence of a chairman, any two members of any committee may fix the time and place of its meeting unless the Board shall otherwise provide. In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint another director to act in the place of such absent member. Each committee shall keep minutes of its proceedings.

Section 4.    TELEPHONE MEETINGS. Members of a committee of the Board of Directors may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 5.    WRITTEN CONSENT BY COMMITTEES. Any action required or permitted to be taken at any meeting of a committee of the Board of Directors may be taken without a meeting, if all of the members of such committee of the Board of Directors

14

consent thereto in writing or by electronic transmission and such writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of such committee of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 6.    VACANCIES. Subject to the provisions hereof and of applicable law and any contract or agreement between the Corporation and any of its stockholders, the Board of Directors shall have the power at any time to change the membership of any committee, to fill all vacancies, to designate alternate members to replace any absent or disqualified member or to dissolve any such committee.

ARTICLE V

OFFICERS

Section 1.    GENERAL PROVISIONS. The officers of the Corporation shall includea President, a Secretary and a Treasurer and may include a Chairman of the Board, a Vice Chairman of the Board, a Chief Executive Officer, one or more Vice Presidents, a Chief Operating Officer, a Chief Financial Officer, one or more Assistant Secretaries and one or more Assistant Treasurers. In addition, the Board of Directors may from time to time elect such other officers with such powers and duties as they shall deem necessary or desirable. The officers of the Corporation shall be elected annually by the Board of Directors, except that the Chief Executive Officer or President may from time to time appoint one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers or other officers. Each officer shall hold office until his or her successor is elected and qualifies or until his or her death, or his or her resignation or removal in the manner hereinafter provided. Any two or more offices except President and Vice President may be held by the same person. Election of an officer or agent shall not of itself create contract rights between the Corporation and such officer or agent.

Section 2.    REMOVAL AND RESIGNATION. Any officer or agent of the Corporation may be removed, with or without cause, by the Board of Directors if in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer of the Corporation may resign at any time by giving written notice of his or her resignation to the Board of Directors, the Chairman of the Board, the President or the Secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the notice of resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall be without prejudice to the contract rights, if any, of the Corporation.

Section 3.    VACANCIES. A vacancy in any office may be filled by the Board of Directors for the balance of the term.

Section 4.    CHIEF EXECUTIVE OFFICER. The Board of Directors may designate a Chief Executive Officer. In the absence of such designation, the Chairman of the

15

Board shall be the Chief Executive Officer of the Corporation. The Chief Executive Officer shall have general responsibility for implementation of the policies of the Corporation, as determined by the Board of Directors, and for the management of the business and affairs of the Corporation.

Section 5.    CHIEF OPERATING OFFICER. The Board of Directors may designate a Chief Operating Officer. The Chief Operating Officer shall have the responsibilities and duties as set forth by the Board of Directors or the Chief Executive Officer.

Section 6.    CHIEF FINANCIAL OFFICER. The Board of Directors may designate a chief financial officer. The Chief Financial Officer shall have the responsibilities and duties as set forth by the Board of Directors or the Chief Executive Officer.

Section 7.    CHAIRMAN OF THE BOARD. The Board of Directors shall designate a Chairman of the Board. The Chairman of the Board shall preside over the meetings of the Board of Directors and of the stockholders at which he shall be present. The Chairman of the Board shall perform such other duties as may be assigned to him or her by the Board of Directors.

Section 8.    PRESIDENT. In the absence of a Chief Executive Officer, the President shall in general supervise and control all of the business and affairs of the Corporation. In the absence of a designation of a Chief Operating Officer by the Board of Directors, the President shall also be the Chief Operating Officer. The President may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 9.    VICE PRESIDENTS. In the absence of the President or in the event of a vacancy in such office, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election or, in the absence of any designation, then in the order of their election) shall perform the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President; and shall perform such other duties as from time to time may be assigned to such Vice President by the President or by the Board of Directors. The Board of Directors may designate one or more Vice Presidents as Executive Vice President or as Vice President for particular areas of responsibility.

Section 10.    SECRETARY. The Secretary shall (a) keep the minutes of the proceedings of the stockholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation; (d) keep a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder; (e) have general charge of the stock transfer books of the Corporation; and (f) in general perform such

16

other duties as from time to time may be assigned to him by the Chief Executive Officer, the President or by the Board of Directors.

Section 11.    TREASURER. The Treasurer shall have the custody of the funds and securities of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. In the absence of a designation of a Chief Financial Officer by the Board of Directors, the Treasurer shall be the Chief Financial Officer of the Corporation.

The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and Board of Directors, at the regular meetings of the Board of Directors or whenever it may so require, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation.

If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his or her office and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, moneys and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

Section 12.    ASSISTANT SECRETARIES AND ASSISTANTTREASURERS. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or Treasurer, respectively, or by the President or the Board of Directors. The Assistant Treasurers shall, if required by the Board of Directors, give bonds for the faithful performance of their duties in such sums and with such surety or sureties as shall be satisfactory to the Board of Directors.

Section 13.    SALARIES. The salaries and other compensation of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary or other compensation by reason of the fact that he is also a director.

ARTICLE VI

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1.    CONTRACTS. The Board of Directors may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances. Any agreement, deed, mortgage, lease or other document shall be valid and binding

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upon the Corporation when authorized or ratified by action of the Board of Directorsand executed by an authorized person.

Section 2.    CHECKS AND DRAFTS. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or agent of the Corporation in such manner as shall from time to time be determined by the Board of Directors.

Section 3.    DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may designate.

ARTICLE VII

STOCK

Section 1.    SHARES OF STOCK. Except as otherwise provided in a resolution approved by the Board of Directors, all shares of capital stock of the Corporation shall be uncertificated shares.

Section 2.    TRANSFERS. Stock of the Corporation shall be transferable in the manner prescribed by applicable law and in these By-Laws. Transfers of stock shall be made on the books of the Corporation, and in the case of certificated shares of stock, only by the person named in the certificate or by such person's attorney lawfully constituted in writing and upon the surrender of the certificate therefor, properly endorsed for transfer and payment of all necessary transfer taxes; or, in the case of uncertificated shares of stock, upon receipt of proper transfer instructions from the registered holder of the shares or by such person's attorney lawfully constituted in writing, and upon payment of all necessary transfer taxes and compliance with appropriate procedures for transferring shares in uncertificated form; provided, however, that such surrender and endorsement, compliance or payment of taxes shall not be required in any case in which the officers of the Corporation shall determine to waive such requirement. With respect to certificated shares of stock, every certificate exchanged, returned or surrendered to the Corporation shall be marked "Cancelled," with the date of cancellation, by the Secretary or Assistant Secretary of the Corporation or the transfer agent thereof. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.

Section 3.    LOST CERTIFICATES. The Board of Directors may direct a new certificate or uncertificated shares be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issuance of a new certificate or uncertificated shares, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or such owner's legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a

18

bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate or the issuance of such new certificate or uncertificated shares.

Section 4.    CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Board of Directors may set, in advance, a record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or determining stockholders entitled to receive payment of any dividend or the allotment of any other rights, or in order to make a determination of stockholders for any other proper purpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than 90 days and, in the case of a meeting of stockholders, not less than ten days, before the date on which the meeting or particular action requiring such determination of stockholders of record is to be held or taken.

In lieu of fixing a record date, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not longer than 20 days. If the stock transfer books are closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least ten days before the date of such meeting.

If no record date is fixed and the stock transfer books are not closed for the determination of stockholders, (a) the record date for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day on which the notice of meeting is mailed or the 30th day before the meeting, whichever is the closer date to the meeting; and (b) the record date for the determination of stockholders entitled to receive payment of a dividend or an allotment of any other rights shall be the close of business on the day on which the resolution of the directors, declaring the dividend or allotment of rights, is adopted.

When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof, except when (i) the determination has been made through the closing of the transfer books and the stated period of closing has expired or (ii) the meeting is adjourned to a date more than 120 days after the record date fixed for the original meeting, in either of which case a new record date shall be determined as set forth herein.

Section 5.    STOCK LEDGER. The Corporation shall maintain at its principal office or at the office of its counsel, accountants or transfer agent, an original or duplicate share ledger containing the name and address of each stockholder and the number of shares of each class held by such stockholder.

Section 6.    FRACTIONAL STOCK; ISSUANCE OF UNITS. The Board of Directors may issue fractional stock or provide for the issuance of scrip, all on such terms and under such conditions as they may determine. Notwithstanding any other provision of the Charter or these Bylaws, the Board of Directors may issue units consisting of different securities

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of the Corporation. Any security issued in a unit shall have the same characteristics as any identical securities issued by the Corporation, except that the Board of Directors may provide that for a specified period securities of the Corporation issued in such unit may be transferred on the books of the Corporation only in such unit.

ARTICLE VIII

ACCOUNTING YEAR

The Board of Directors shall have the power, from time to time, to fix the fiscal year of the Corporation by a duly adopted resolution.

ARTICLE IX

DISTRIBUTIONS

Section 1.    AUTHORIZATION. Dividends and other distributions upon the stock of the Corporation may be declared and paid when, as and if authorized by the Board of Directors, subject to the provisions of applicable law and the Charter. Dividends and other distributions may be paid in cash, property or stock of the Corporation, subject to the provisions of applicable law and the Charter.

Section 2.    CONTINGENCIES. Before payment of any dividends or other distributions, there may be set aside out of any assets of the Corporation available for dividends or other distributions such sum or sums as the Board of Directors may from time to time, in its absolute discretion, think proper as a reserve fund for contingencies, for equalizing dividends or other distributions, for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors shall determine to be in the best interest of the Corporation, and the Board of Directors may modify or abolish any such reserve.

ARTICLE X

INVESTMENT POLICY

Subject to the provisions of the Charter, the Board of Directors may from time to time adopt, amend, revise or terminate any policy or policies with respect to investments by the Corporation as it shall deem appropriate in its sole discretion.

ARTICLE XI

SEAL

Section 1.    SEAL. The Board of Directors may authorize the adoption of a seal by the Corporation. The seal shall contain the name of the Corporation and the year of its

20

incorporation and the words "Incorporated Maryland." The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof.

Section 2.    AFFIXING SEAL. Whenever the Corporation is permitted or required to affix its seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a seal to place the word "(SEAL)" adjacent to the signature of the person authorized to execute the document on behalf of the Corporation.

ARTICLE XII

INDEMNIFICATION; ADVANCEMENT OF EXPENSES; INSURANCE

Section 1.    POWER TO INDEMNIFY. Subject to Section 2 of this ARTICLE XII, the Corporation shall, to the maximum extent permitted by Maryland law in effect from time to time, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding. The termination of any action, suit or proceeding by judgment, order, or settlement shall not, of itself, create a presumption that the person did not meet the applicable standard of conduct.

Section 2.    AUTHORIZATION OF INDEMNIFICATION. Any indemnification under this ARTICLE XII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 of this ARTICLE XII. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

Section 3.    INDEMNIFICATION BY A COURT. Notwithstanding any contrary determination in the specific case under Section 2 of this ARTICLE XII, and

21

notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Maryland for indemnification to the extent otherwise permissible under Maryland law. Notice of any application for indemnification pursuant to this Section 4 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Section 4.    EXPENSES PAYABLE IN ADVANCE. Expenses (including attorneys' fees) incurred by a director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this ARTICLE XII and upon receipt of a written affirmation by the director of the director’s good faith belief that the standard of conduct necessary for indemnification by the Corporation has been met. Such expenses (including attorneys' fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

Section 5.    NONEXCLUSIVITY OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES. The indemnification and advancement of expenses provided by, or granted pursuant to, this ARTICLE XII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Charter, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Section 1 of this ARTICLE XII shall be made to the fullest extent permitted by law. The provisions of this ARTICLE XII shall not be deemed to preclude the indemnification of any person who is not specified in Section 1 of this ARTICLE XII but whom the Corporation has the power or obligation to indemnify under the provisions of the General Corporation Law of the State of Maryland, or otherwise.

Section 6.    INSURANCE. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this ARTICLE XII.

Section 7.    CERTAIN DEFINITIONS. For purposes of this ARTICLE XII, references to "the Corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to

22

indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this ARTICLE XII with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. For purposes of this ARTICLE XII, references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries.

Section 8.    SURVIVAL OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES. The indemnification and advancement of expenses provided by, or granted pursuant to, this ARTICLE XII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 9.    LIMITATION ON INDEMNIFICATION. Notwithstanding anything contained in this ARTICLE XII to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 4 of this ARTICLE XII), the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

Section 10.    INDEMNIFICATION OF EMPLOYEES AND AGENTS. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this ARTICLE XII to directors and officers of the Corporation and to such further extent as shall be permitted by applicable Maryland law.

ARTICLE XIII

WAIVER OF NOTICE

Whenever any notice is required to be given pursuant to the Charter or these Bylaws or pursuant to applicable law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

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ARTICLE XIV

AMENDMENT OF BYLAWS

These Bylaws may be altered, amended or repealed, in whole or in part, or new Bylaws may be adopted by the stockholders or by the Board of Directors; provided, however, that notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such meeting of the stockholders or Board of Directors, as the case may be. All such amendments must be approved by either the affirmative vote of a majority in voting power of all outstanding shares of capital stock entitled to vote thereon or by a majority of the entire Board of Directors then in office, as applicable.

ARTICLE XV

MISCELLANEOUS

Section 1.     Books and Records. The Corporation shall keep correct and complete books and records of its accounts and transactions and minutes of the proceedings of its stockholders and Board of Directors and of an executive or other committee when exercising any of the powers of the Board of Directors. The books and records of the Corporation may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection. Minutes shall be recorded in written form but may be maintained in the form of a reproduction. The original or a certified copy of these Bylaws shall be kept at the principal office of the Corporation.

Section 2.    Voting Stock in Other Companies. Stock of other corporations or associations, registered in the name of the Corporation, may be voted by the chief executive officer, the president, a vice-president, or a proxy appointed by any of them. The Board of Directors, however, may by resolution appoint some other person to vote such shares, in which case such person shall be entitled to vote such shares upon the production of a certified copy of such resolution.

Section 3.     Execution of Documents. A person who holds more than one office in the Corporation may not act in more than one capacity to execute, acknowledge, or verify an instrument required by law to be executed, acknowledged, or verified by more than one officer.

Section 4.    Severability. If any provision of the Bylaws shall be held invalid or unenforceable in any respect, such holding shall apply only to the extent of any such invalidity or unenforceability and shall not in any manner affect, impair or render invalid or unenforceable any other provision of the Bylaws in any jurisdiction.

Adopted as of: ________ __, 2015

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EX-4.1

EX-10.1

Exhibit 10.1

LEASE AGREEMENT

by and between

__________,
as Lessor

and

__________,
as Lessee

Made as of __________, 2015

TABLE OF CONTENTS

		Page
ARTICLE I BASIC LEASE TERMS		1
Section 1.01	Property Address	1
Section 1.02	Commencement Date	1
Section 1.03	Initial Term Expiration Date	1
Section 1.04	Extension Options	1
Section 1.05	Term Expiration Date (if fully extended)	1
Section 1.06	Base Annual Rent	1
Section 1.07	Rental Adjustment	1
Section 1.08	Adjustment Date	1
Section 1.09	Security Deposit	1
Section 1.10	Guarantor	1
Section 1.11	Lessee Tax Identification No	1
Section 1.12	Lessor Tax Identification No	1
Section 1.13	Definitions	2
ARTICLE II LEASE OF PROPERTY		9
Section 2.01	Lease	9
Section 2.02	Quiet Enjoyment	9
Section 2.03	Lessee's Property	9
ARTICLE III LEASE TERM; EXTENSION		10
Section 3.01	Initial Term	10
Section 3.02	Extensions	10
Section 3.03	Notice of Exercise	10
Section 3.04	Fair Market Value Rent	10
Section 3.05	Arbitration	11
Section 3.06	Removal of Lessee's Property	13
ARTICLE IV RENTAL AND OTHER MONETARY OBLIGATIONS		13
Section 4.01	Base Monthly Rental	13
Section 4.02	Adjustments	13
Section 4.03	Additional Rental	13
Section 4.04	Rental To Be Net to Lessor	14
Section 4.05	Wire Transfer	14
Section 4.06	Late Charges; Default Interest	14

i

Section 4.07	Holdover	14
Section 4.08	Guaranty	14
ARTICLE V REPRESENTATIONS AND WARRANTIES OF LESSEE		14
Section 5.01	Organization, Authority and Status of Lessee	15
Section 5.02	Enforceability	15
Section 5.03	Property Condition	15
Section 5.04	Litigation	15
Section 5.05	Absence of Breaches or Defaults	15
Section 5.06	Licenses and Permits	15
Section 5.07	Compliance With OFAC Laws	15
Section 5.08	Solvency	15
ARTICLE VI TAXES AND ASSESSMENTS; UTILITIES; INSURANCE		16
Section 6.01	Taxes.	16
Section 6.02	Utilities	17
Section 6.03	Insurance.	17
Section 6.04	Tax and Insurance Impound	20
ARTICLE VII MAINTENANCE; ALTERATIONS		21
Section 7.01	Condition of Property; Maintenance	21
Section 7.02	Alterations and Improvements	21
Section 7.03	Lessor Approvals	21
Section 7.04	Encumbrances	22
Section 7.05	Rooftop Installations	22
ARTICLE VIII USE OF THE PROPERTY; COMPLIANCE		23
Section 8.01	Use	23
Section 8.02	Alternative Use	23
Section 8.03	Compliance	23
Section 8.04	Permitted Contest	24
Section 8.05	Environmental	24
ARTICLE IX ADDITIONAL COVENANTS		27
Section 9.01	Performance at Lessee's Expense	27
Section 9.02	Inspection	27
Section 9.03	Financial Information	27

ii

Section 9.04	OFAC Laws	28
Section 9.05	Estoppel Certificates	29
ARTICLE X RELEASE AND INDEMNIFICATION		29
Section 10.01	Release and Indemnification	29
ARTICLE XI CASUALTY AND CONDEMNATION		30
Section 11.01	Fire and Other Casualty	30
Section 11.02	Condemnation	32
ARTICLE XII DEFAULT, CONDITIONAL LIMITATIONS, REMEDIES AND MEASURE OF DAMAGES		34
Section 12.01	Event of Default	34
Section 12.02	Remedies	35
Section 12.03	Default by Lessor	36
Section 12.04	Additional Equitable Rights; Mitigation	36
Section 12.05	Interest	36
ARTICLE XIII MORTGAGE, SUBORDINATION AND ATTORNMENT		36
Section 13.01	No Liens	37
Section 13.02	Subordination	37
Section 13.03	Election To Declare Lease Superior	37
Section 13.04	Attornment	37
Section 13.05	Execution of Additional Documents	37
Section 13.06	Notice to Lender	37
ARTICLE XIV ASSIGNMENT		38
Section 14.01	Assignment by Lessor	38
Section 14.02	No Assignment by Lessee	38
Section 14.03	Cure Rights Upon Assignee Default	40
ARTICLE XV NOTICES		40
Section 15.01	Notices	40
ARTICLE XVI RIGHT OF FIRST OFFER		41
Section 16.01	First Offer	41

iii

Section 16.02	Excluded Transaction	42
Section 16.03	Restrictions on Sale and Assignment	43
ARTICLE XVII
REIT PROTECTIONS		42
Section 17.01	Rents from Real Property	42
Section 17.02	Lease Assignment	42
Section 17.03	Lessee Cooperation	43
ARTICLE XVIII MISCELLANEOUS		43
Section 18.01	Force Majeure	43
Section 18.02	No Merger	43
Section 18.03	Interpretation	44
Section 18.04	Characterization	44
Section 18.05	Confidentiality	45
Section 18.06	Bankruptcy	45
Section 18.07	Attorneys' Fees	46
Section 18.08	Memoranda of Lease	46
Section 18.09	No Brokerage	47
Section 18.10	Waiver of Jury Trial and Certain Damages	47
Section 18.11	State-Specific Provisions	47
Section 18.12	Time Is of the Essence; Computation	47
Section 18.13	Waiver and Amendment	48
Section 18.14	Successors Bound	48
Section 18.15	Captions	48
Section 18.16	Other Documents	48
Section 18.17	Entire Agreement	48
Section 18.18	Forum Selection; Jurisdiction; Venue; Choice of Law	48
Section 18.19	Counterparts	48

EXHIBIT A	-	LEGAL DESCRIPTION
EXHIBIT B	-	STATE-SPECIFIC PROVISIONS
SCHEDULE 1.13	-	BASE ANNUAL RENT SCHEDULE

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LEASE AGREEMENT

THIS LEASE AGREEMENT (this “Lease”) is made as of November [__], 2015 by and between [__________], a [__________] (“Lessor”), whose address is [__________], and [__________], a [__________] (“Lessee”), whose address is 1000 Darden Center Drive, Orlando, Florida 32837.

In consideration of the mutual covenants and agreements herein contained, Lessor and Lessee hereby covenant and agree as follows:

ARTICLE I

BASIC LEASE TERMS

Section 1.01Property Address. The street address of the Property is as follows:________________________________________.

Section 1.02Commencement Date. [__________], 2015.

Section 1.03Initial Term Expiration Date. [__________], 20__.

Section 1.04Extension Options. _______ extensions of ______ years each, as described in Section 3.02.

Section 1.05Term Expiration Date (if fully extended). [__________], 20__.

Section 1.06Base Annual Rent. Initially the amount of $[__________], and as increased as described in Article III and Article IV.

Section 1.07Rental Adjustment. For the Initial Term and each Extension Term other than the ________ (__^th) and _____ (__^th) Extension Terms, 1.5% per annum as described in Section 4.02. For the first year of the _____ (__^th) and ____ (__^th) Extensions, the Fair Market Value Rent as determined in Article III and thereafter 1.5% per annum, as described in Section 4.02.

Section 1.08Adjustment Date. First anniversary of the Commencement Date, unless the Commencement Date shall be other than the first day of the month, in which case the Adjustment Date shall be first day of the first full month following the anniversary of the Commencement Date and every annual anniversary thereafter during the Lease Term (including any Extension Term).

Section 1.09Security Deposit. None.

Section 1.10Guarantor. [None] or [Darden Restaurants, Inc.].

Section 1.11Lessee Tax Identification No. [__________].

Section 1.12Lessor Tax Identification No. [__________].

Section 1.13Definitions. The following terms shall have the following meanings for all purposes of this Lease:

(a)“Acceptance Notice” has the meaning set forth in Section 16.01.

(b)“Additional Rental” has the meaning set forth in Section 4.03.

(c)“Adjustment Date” has the meaning set forth in Section 1.08.

(d)“Affiliate” means (i) any Person which directly or indirectly controls, is under common control with or is controlled by any other Person or (ii) any ownership (direct or indirect) by one Person of ten percent (10%) or more of the ownership interests of another Person. For purposes of this definition, “controls,” “under common control with,” and “controlled by” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or otherwise.

(e)“Anti-Money Laundering Laws” means all applicable laws, regulations and government guidance on the prevention and detection of money laundering, including, without limitation, (a) 18 U.S.C. §§ 1956 and 1957; and (b) the Bank Secrecy Act, 31 U.S.C. §§ 5311 et seq., and its implementing regulations, 31 CFR Part 103.

(f)“Bankruptcy Code” means the United States Bankruptcy Code, 11 U.S.C. Sec. 101 et seq., as amended.

(g)“Base Annual Rental” means initially the amount $[__________] and as increased as described on each Adjustment Date as set forth in Article III and Article IV. For the convenience of the parties Base Annual Rental for each year of the Initial Term and the first three (3) Extension Terms (if exercised) shall be as set forth in Schedule 1.13.

(h)“Base Monthly Rental” means an amount equal to 1/12 of the applicable Base Annual Rental.

(i)“Buildings” has the meaning set forth in the definition of “Improvements”.

(j)“Business Day” means any day other than a Saturday, Sunday or day on which banks are required or authorized to close in the State of Florida.

(k)“Casualty” means any loss of or damage to any property included within or related to the Property or arising from an adjoining property caused by an Act of God, fire, flood or other catastrophe.

(l)“Change in Control” means, with respect to any Person other than a U.S. Publicly Traded Entity for which this definition shall not apply, (i) a merger, consolidation or transfer of the direct or indirect ownership interest of any Person in which the stockholders of such Person immediately prior to such transaction would own, in the aggregate, less than fifty percent (50%) of the total combined voting power of all classes of capital stock of the surviving Person normally entitled to vote for the election of directors of the surviving or acquiring Person or (ii) the sale by

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any Person of all or substantially all such Person’s assets in one transaction or in a series of related transactions.

(m)“Code” means the Internal Revenue Code of 1986, as amended.

(n)“Costs” means all reasonable costs and expenses incurred by a Person, including, without limitation, reasonable attorneys’ fees and expenses, court costs, expert witness fees, costs of tests and analyses, travel and accommodation expenses, deposition and trial transcripts, copies and other similar costs and fees, brokerage fees, escrow fees, title insurance premiums, appraisal fees, stamp taxes, recording fees and transfer taxes or fees, as the circumstances require.

(o)“Default Rate” means the lower of 12% per annum or the highest rate permitted by law, whichever is less.

(p)“Environmental Laws” means federal, state and local laws, ordinances, common law requirements and regulations and standards, rules, policies and other governmental requirements, administrative rulings and court judgments and decrees having the effect of law in effect now or in the future and including all amendments, that relate to Hazardous Materials, Regulated Substances, USTs, and/or the protection of human health or the environment, or relating to liability for or Costs of Remediation or prevention of Releases, and apply to Lessee and/or the Property.

(q)“Environmental Liens” has the meaning set forth in Section 8.05(a)(i)(5).

(r)“Event of Default” has the meaning set forth in Section 12.01.

(s)“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(t)“Expiration Date” has the meaning set forth in Section 3.01.

(u)“Extension Option” has the meaning set forth in Section 3.02.

(v)“Extension Term” has the meaning set forth in Section 3.02.

(w)“Fixtures” means all equipment, machinery, fixtures and other items of real property, including all components thereof, not constituting trade fixtures or signage, now and hereafter permanently affixed to or incorporated into the Improvements, including all furnaces, boilers, heaters, electrical equipment, heating, plumbing, ventilating, incineration, air and water pollution control, waste disposal, underground tanks, air cooling and air-conditioning systems, apparatus, sprinkler systems, fire and theft protection equipment, all of which, to the greatest extent permitted by applicable Legal Requirements, are hereby deemed to constitute real estate, together with all replacements, modifications, alterations and additions thereto but excluding any items of Lessee’s Property.

(x)“Force Majeure Event” has the meaning set forth in Section 18.01.

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(y)“Governmental Authority” means any governmental authority, agency, department, commission, bureau, board, instrumentality, court or quasi-governmental authority of the United States, any state or any political subdivision thereof with authority to adopt, modify, amend, interpret, give effect to or enforce any federal, state and local laws, statutes, ordinances, rules or regulations, including common law, or to issue court orders.

(z)[Omit when appropriate] “Guaranty” means that certain Guaranty of Lease dated as of the date hereof given by Guarantor for the benefit of Lessor, as the same may be amended from time to time.

(aa)“Hazardous Materials” includes: (a) oil, petroleum products, flammable substances, explosives, radioactive materials, hazardous wastes or substances, toxic wastes or substances or any other materials, contaminants or pollutants which pose a hazard to the Property or to Persons on or about the Property, cause the Property to be in violation of any local, state or federal law or regulation, (including without limitation, any Environmental Law), or are defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “toxic substances,” “contaminants,” “pollutants,” or words of similar import under any applicable local, state or federal law or under the regulations adopted, orders issued, or publications promulgated pursuant thereto, including, but not limited to: (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601, et seq.; (ii) the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801, et seq.; (iii) the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6901, et seq.; and (iv) regulations adopted and publications promulgated pursuant to the aforesaid laws; (b) asbestos in any form which is or could become friable, urea formaldehyde foam insulation, transformers or other equipment which contain dielectric fluid containing levels of polychlorinated biphenyls in excess of fifty (50) parts per million; (c) underground storage tanks; and (d) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any governmental authority or which may or could pose a hazard to the health and safety of the occupants of the Property or the owners and/or occupants of any adjoining property.

(bb)“Improvements” means all buildings, structures and other improvements and expansions thereof (collectively, the “Buildings”) of every kind now or hereafter located on or under the Land, including, without limitation, the restaurant commonly known as [ Brand ] (the “Restaurant”) located on the Land, any and all alleyways and connecting tunnels, sidewalks, utility pipes, conduits and lines (on site and off site to the extent Lessor has obtained any interest in the same), parking areas and roadways appurtenant thereto.

(cc)“Indemnified Parties” means Lessor and its members, managers, officers, directors, shareholders, partners, employees, agents, servants, representatives, contractors, subcontractors, affiliates, subsidiaries, participants, successors and assigns, including, but not limited to, any successors by merger, consolidation or acquisition of all or a substantial portion of the assets and business of Lessor.

(dd)“Index” means the Consumer Price Index which is designated for the applicable month of determination as the United States City Average for All Urban Consumers, All

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Items, Not Seasonally Adjusted, with a base period equaling 100 in 1982-1984, as published by the United States Department of Labor’s Bureau of Labor Statistics or any successor agency.

(ee)“Initial Term” has the meaning set forth in Section 3.01.

(ff)“Insolvency Event” means (a) a Person’s (i) failure to generally pay its debts as such debts become due; (ii) admitting in writing its inability to pay its debts generally; or (iii) making a general assignment for the benefit of creditors; (b) any proceeding being instituted by or against any Person (i) seeking to adjudicate it bankrupt or insolvent; (ii) seeking liquidation, dissolution, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency, or reorganization or relief of debtors; or (iii) seeking the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property, and in the case of any such proceeding instituted against any Person, either such proceeding shall remain undismissed for a period of one hundred twenty (120) days or any of the actions sought in such proceeding shall occur; or (c) any Person taking any corporate action to authorize any of the actions set forth above in this definition.

(gg)“Insurance Premiums” shall have the meaning in Section 6.04.

(hh)“Land” that certain land more particularly described on Exhibit A including any rights, rights of way, easements, water rights, and Lessor’s right, title and interest in and to all streets, alleys, strips and gores abutting such land, if any.

(ii)“Late Term Damaged Property” has the meaning set forth in Section 11.01(b).

(jj)“Law(s)” means any constitution, statute, rule of law, code, ordinance, order, judgment, decree, injunction, rule, regulation, policy, requirement or administrative or judicial determination, even if unforeseen or extraordinary, of every duly constituted Governmental Authority, court or agency, now or hereafter enacted or in effect.

(kk)“Lease Term” shall have the meaning described in Section 3.01.

(ll)“Legal Requirements” means the requirements of all present and future Laws (including, without limitation, Environmental Laws and Laws relating to accessibility to, usability by, and discrimination against, disabled individuals), all judicial and administrative interpretations thereof, including any judicial order, consent, decree or judgment, and all covenants, restrictions and conditions now or hereafter of record which may be applicable to Lessee or to the Property, or to the use, manner of use, occupancy, possession, operation, maintenance, alteration, repair or restoration of the Property, even if compliance therewith necessitates structural changes or improvements or results in interference with the use or enjoyment of the Property.

(mm)“Lender” means any lender in connection with any loan secured by Lessor’s interest in the Property, and any servicer of any loan secured by Lessor’s interest in the Property.

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(nn)“Lessee Awards” has the meaning set forth in Section 11.01(c).

(oo)“Lessee Damages” has the meaning set forth in Section 11.02(f).

(pp)“Lessee’s Property” means (a) all trade fixtures, all moveable personal property, furniture, equipment and machinery, inventory, operating supplies, signs and other tangible personal property of every kind and nature, now or hereafter located on the Land or used by Lessee in connection the operation of its business at the Property (collectively, the “Personal Property”), (b) all licenses, permits, approvals, development rights, certificates, variances, consents, authorizations and similar documents now or hereafter necessary or desirable for Lessee’s use, occupancy and operation of the Property (collectively, the “Permits”), (c) all management, maintenance, repair, utility, service and supply contracts now or hereafter affecting the Property (collectively, the “Property Contracts”), (d) all leases and purchase money security agreements for all equipment, machinery, vehicles, furniture or other personal property now or hereafter located at the Property and used in the operation of the Lessee’s business at the Property (“Equipment Leases”), (e) all past, present or future trademarks, tradenames, service marks, copyrights, websites and domain names all applications and rights, if any, to apply for the protection of any of the foregoing, and all goodwill associated with the operation of Lessee’s business (including, but not limited to, the design, appearance and theme of the restaurant operating on the Property that identifies the restaurant as a distinct brand, the restaurant menu, and employee uniforms, collectively, the “Intellectual Property”); (f) any refunds of real estate taxes with respect to any period prior to the Lease Term or during the Lease Term, (g) refunds, rebates, or other claims, or any interest thereon with respect to any period prior to the Lease Term or during the Lease Term, (h) monies on deposit in any operating accounts, reserve accounts, or other accounts of Lessee with respect to any period prior to the Lease Term or during the Lease Term, (i) any Fixtures, personal property or equipment now or hereafter owned by a third party lessor under any Equipment Lease, (j) deposits with utilities, vendors, or other third parties with respect to any period prior to the Lease Term or during the Lease Term, and (k) prepaid license and permit fees and other prepaid items with respect to any period prior to the Lease Term or during the Lease Term.

(qq)“Losses” means any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, Costs, diminutions in value, fines, penalties, interest, charges, fees, judgments, awards, amounts paid in settlement and damages of whatever kind or nature, inclusive of bodily injury and property damage to third parties (including, without limitation, attorneys’ fees and other Costs of defense).

(rr)“Material Adverse Effect” means a material adverse effect on (a) any Property, including, without limitation, the operation of the Property as a Permitted Facility and/or the value of the Property; (b) the contemplated business, condition, worth or operations of Lessee; (c) Lessee’s ability to perform its obligations under this Lease; [or] (d) Lessor’s interests in the Property or this Lease; [or (e) any Guarantor’s ability to perform its obligations under each Guaranty.]

(ss)“Monetary Obligations” means all Rental and all other sums payable or reimbursable by Lessee under this Lease to Lessor, to any third party on behalf of Lessor, or to any Indemnified Party.

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(tt)“Mortgages” means, collectively, the mortgages, deeds of trust or deeds to secure debt, assignments of rents and leases, security agreements and fixture filings executed by Lessor for the benefit of Lender with respect to the Property, as such instruments may be amended, modified, restated or supplemented from time to time and any and all replacements or substitutions.

(uu)“OFAC Laws” means Executive Order 13224 issued by the President of the United States, and all regulations promulgated thereunder, including, without limitation, the Terrorism Sanctions Regulations (31 CFR Part 595), the Terrorism List Governments Sanctions Regulations (31 CFR Part 596), the Foreign Terrorist Organizations Sanctions Regulations (31 CFR Part 597), and the Cuban Assets Control Regulations (31 CFR Part 515), and all other present and future federal, state and local laws, ordinances, regulations, policies, lists (including, without limitation, the Specially Designated Nationals and Blocked Persons List) and any other requirements of any Governmental Authority (including without limitation, the U.S. Department of the Treasury Office of Foreign Assets Control) addressing, relating to, or attempting to eliminate, terrorist acts and acts of war, each as supplemented, amended or modified from time to time after the Commencement Date, and the present and future rules, regulations and guidance documents promulgated under any of the foregoing, or under similar laws, ordinances, regulations, policies or requirements of other states or localities.

(vv)“Offer” has the meaning set forth in Section 16.01.

(ww)“Original Lessee” has the meaning set forth in Section 14.03.

(xx)“Permitted Amounts” shall mean, with respect to any given level of Hazardous Materials or Regulated Substances, that level or quantity of Hazardous Materials or Regulated Substances in any form or combination of forms which does not constitute a violation of any Environmental Laws and is customarily employed in, or associated with, similar businesses located in the state where the Property is located.

(yy)“Permitted Facility” or “Permitted Facilities” means (i) any nationally recognized casual or fine dining brand restaurant, (ii) any other regionally recognized casual or fine dining brand restaurant with at least twenty-five (25) units (not counting the Property) or (iii) any other casual or fine dining restaurant concept operated by Darden Restaurants, Inc. or any Affiliate of Darden Restaurants, Inc.

(zz)“Permitted Transferee” means Person which (w) is the successor, by merger, consolidation, sale of stock, liquidation or otherwise (directly or indirectly), to all or substantially all of Lessee’s assets and liabilities or (x) controls or is controlled by or is under common control with Lessee (directly or indirectly) or (y) is a franchisee of a Person that controls, is controlled by or is under common control with Lessee, or (z) is a Person that has or is controlled by or under common control with a Person that has (1) a net worth as of the effective date of such assignment of at least $10,000,000.00, (2) been engaged in the business of operation or management of nationally or regionally recognized restaurants for at least five (5) years, and (3) at least ten (10) restaurants in operation under management or ownership.

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(aaa)“Person” means any individual, partnership, corporation, limited liability company, trust, unincorporated organization, Governmental Authority or any other form of entity.

(bbb)“Proceeds Reserve” has the meaning set forth in Section 11.01(a).

(ccc)“Property” means, collectively, the Land, the Improvements and the Fixtures.

(ddd)“Proprietary Information” means the business concept, operating techniques, marketing methods, financial information (including Lessee’s financial reports delivered to Lessor under Section 9.03), demographic techniques, plans, site renderings, schedules, customer profiles, preference or statistics, itemized costs, territories and development plans and all related trade secrets or confidential or proprietary information treated as such by Lessor or Lessee, whether by course of conduct, by letter or report or by use of any appropriate proprietary stamp of legend designating such information item to be confidential or proprietary, by communication to such effect made prior to or at the time any such Proprietary Information is disclosed to Lessor or Lessee, or otherwise.

(eee)“Real Estate Taxes” has the meaning set forth in Section 6.04.

(fff)“Regulated Substances” means “petroleum” and “petroleum-based substances” or any similar terms described or defined in any of the Environmental Laws and any applicable federal, state, county or local laws applicable to or regulating USTs.

(ggg)“REIT” means a real estate investment trust as defined in Sections 856 through 860 of the Code.

(hhh)“Release” means any presence, release, deposit, discharge, emission, leaking, spilling, seeping, migrating, injecting, pumping, pouring, emptying, escaping, dumping, disposing or other movement of Hazardous Materials, Regulated Substances or USTs.

(iii)“Remediation” means any response, remedial, removal, or corrective action, any activity to cleanup, detoxify, decontaminate, contain or otherwise remediate any Hazardous Materials, Regulated Substances or USTs, any actions to prevent, cure or mitigate any Release, any action to comply with any Environmental Laws or with any permits issued pursuant thereto, any inspection, investigation, study, monitoring, assessment, audit, sampling and testing, laboratory or other analysis, or any evaluation relating to any Hazardous Materials, Regulated Substances or USTs.

(jjj)“Rental” means, collectively, the Base Annual Rental and the Additional Rental.

(kkk)“Reserve” shall have the meaning in Section 6.04.

(lll)“Restaurant” has the meaning set forth in the definition of “Improvements”.

(mmm)“SNDA” means subordination, nondisturbance and attornment agreement or in the case of a ground lessor, a recognition agreement.

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(nnn)“Spinoff Entity” means a Person(s) that acquire(s) all or substantially all of the assets of a unit, division, group or operation that includes any of (i) Lessee, (ii) Lessee’s direct or indirect parent, or (iii) no less than five (5) restaurants operating under the same restaurant brand as is operating at the Property as an ongoing concern (whether by acquisition of assets directly or the acquisition of one or more Persons directly or indirectly hold such assets).

(ooo)“Structural Alteration” means any alterations that would be reasonably expected to affect any structural component of the Improvements; provided that the following shall not constitute Structural Alterations: (i) alterations with respect to Lessee’s brand imaging and trademarks on the façades of the Improvements; (ii) alterations concerning any HVAC system or other building system such as electrical, plumbing, mechanical, or engineering systems; and (iii) emergency repairs.

(ppp)“Successor Lessor” has the meaning set forth in Section 13.04.

(qqq)“Threatened Release” means a substantial likelihood of a Release which requires action to prevent or mitigate damage to the soil, surface waters, groundwaters, land, stream sediments, surface or subsurface strata, ambient air or any other environmental medium comprising or surrounding any Property which may result from such Release.

(rrr)“Turnover Amount” has the meaning set forth in Section 11.01(a).

(sss)“U.S. Publicly Traded Entity” means an entity whose securities are listed on a national securities exchange or quoted on an automated quotation system in the United States or a wholly-owned subsidiary of such an entity.

(ttt)“USTs” means any one or combination of tanks and associated product piping systems used in connection with storage, dispensing and general use of Regulated Substances.

ARTICLE II

LEASE OF PROPERTY

Section 2.01Lease. In consideration of Lessee’s payment of the Rental and other Monetary Obligations and Lessee’s performance of all other obligations hereunder, Lessor hereby leases to Lessee, and Lessee hereby takes and hires, the Property, “AS IS” and “WHERE IS” without representation or warranty by Lessor, and subject to the existing state of title, the parties in possession, any statement of facts which an accurate survey or physical inspection might reveal, and all Legal Requirements now or hereafter in effect.

Section 2.02Quiet Enjoyment. So long as Lessee shall pay the Rental and other Monetary Obligations provided in this Lease, and shall keep and perform all of the terms, covenants and conditions on its part contained herein, Lessee shall have, subject and to the terms and conditions set forth herein, the right to the peaceful and quiet enjoyment and occupancy of the Property.

Section 2.03Lessee’s Property. Lessee’s Property, whether or not by Legal Requirements deemed to be part of the realty, shall remain the property of Lessee and Lessor shall not have any

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lien on Lessee’s Property for the performance of Lessee’s obligations under this Lease. Lessor hereby waives any statutory or common law “landlord’s lien” or similar encumbrance right on Lessee’s Property.

ARTICLE III

LEASE TERM; EXTENSION

Section 3.01Initial Term. The remaining term of this Lease (“Initial Term”) shall expire at midnight on the last day of the month in which the ______th anniversary of the Commencement Date occurs (unless the Commencement Date is the first day of the month, in which case it shall expire at midnight on the day prior to the ______^th anniversary of the Commencement Date), i.e., [__________], 20__ (“Expiration Date”), unless terminated sooner as provided in this Lease and as may be extended as provided herein. The time period during which this Lease shall actually be in effect, including any Extension Term, is referred to as the “Lease Term.”

Section 3.02Extensions. Unless this Lease has expired or has been sooner terminated, or an Event of Default has occurred and is continuing at the time any extension option is exercised, Lessee shall have the right and option (each, an “Extension Option”) to extend the Initial Term for all and not less than all of the Property for _______ (__) additional successive periods of ______ (__) years each (each, an “Extension Term”), pursuant to the terms and conditions of this Lease then in effect. With respect to the _____ (__^th) and _____ (__^th) Extension Terms, the Base Annual Rental during the first year of each such Extension Term shall be an amount equal to the Fair Market Value Rent (as hereinafter defined) as of the first day of such Extension Term (but in no event less than the annual Base Annual Rental payable by Lessee during the last year of the Extension Term then ending unless the parties agree otherwise) and shall thereafter be increased by the Rental Adjustment on every annual anniversary during such Extension Term.

Section 3.03Notice of Exercise. Lessee may only exercise the applicable Extension Option by giving written notice thereof to Lessor of its election to do so no later than three hundred sixty-five (365) days prior to the Expiration Date and three hundred sixty-five (365) days prior to the immediately preceding Extension Term, as the case may be (the “Extension Notice”). If written notice of the exercise of any Extension Option is not received by Lessor by the applicable dates described above, then this Lease shall terminate on the last day of the Initial Term or, if applicable, the last day of the Extension Term then in effect. Upon the request of Lessor or Lessee, the parties hereto will, at the expense of Lessee, execute and exchange an instrument in recordable form setting forth the extension of the Lease Term in accordance with this Section 3.03.

Section 3.04Fair Market Value Rent.

(a) “Fair Market Value Rent” shall mean the fair market annual rental value of the Property as of the Adjustment Date that is the first day of the _____ (__^th) and _____ (__^th) Extension Terms for lease of a Property with the following characteristics: a triple net lease for a five year term with no more than, as applicable, none or one (1) five-year extension option of comparable restaurant space in a comparable traffic location located within a radius of fifteen (15) miles of the Property, with the Property considered as vacant and in its then “as is” condition but

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with all of Lessee’s Property removed, with Lessor providing no services to Lessee, and an annual one percent (1.5%) increase in base rent after the first year of the term. The calculation of Fair Market Value Rent shall also take into account all other reasonable relevant factors. Lessor shall advise Lessee (the “Rent Notice”) of Lessor’s determination of Fair Market Value Rent within sixty (60) days of Lessee’s delivery of the Extension Notice for the _______ (__^th) and ____ (__^th) Extension Terms. If Lessee disputes Lessor’s determination of Fair Market Value Rent, the dispute shall be resolved by arbitration as provided in Section 3.05. If the Base Annual Rental payable during the ______ (___^th) and ____ (__^th) Extension Terms is not determined prior to the Adjustment Date that is the first day of the ____ (__^th) and ____ (__^th) Extension Terms, then, commencing on the Adjustment Date that is the first Business Day of the _____ (__^th) and ______ (__^th) Extension Terms, Lessee shall pay Base Annual Rental in an amount equal to the Base Annual Rental payable by Lessee during the last year of the prior Extension Term, as increased by one and one-half per cent (1.5%) (the “Interim Rent”). Upon final determination of the Base Annual Rental for the _____ (___th) and ____ (__^th) Extension Terms (if after the commencement of such Extension Term), Lessee shall commence paying such Base Annual Rental as so determined, and within thirty (30) days after such determination Lessee shall pay any deficiency in prior payments of Base Annual Rental or receive a credit for any overage paid against the next Base Annual Rental payment due, as applicable.

(b)Notwithstanding the forgoing, If Lessor fails to timely deliver the Rent Notice on or before the sixtieth (60th) day after Lessee has delivered the applicable Extension Notice, Lessee shall have the right to deliver a second Extension Notice (a "Reminder Notice") which shall state on the exterior of the envelope containing such Reminder Notice (which is the case of a Remainder Notice sent by nationally recognized courier service shall be the interior envelope) in no less than 14 point type, in all capital letters "THIS IS A REMINDER NOTICE WITH REGARD TO A TENANT'S EXERCISE OF AN EXTENSION NOTICE; FAILURE TO RESPOND WITHIN 10 DAYS SHALL RESULT IN A MANDATORY RENT DETERMINATION." If Lessor fails to send a Rent Notice within ten (10) days after the receipt of the Reminder Notice, the Base Annual Rent for the applicable Extension Term shall be Base Annual Rent payable by Lessee during the last year of the Extension Term then ending, as increased by the Rental Adjustment and Lessor shall have no right to object to such determination.

Section 3.05Arbitration. If Lessee disputes Lessor’s determination of Fair Market Value Rent pursuant to Section 3.04(a), Lessee shall give notice to Lessor of such dispute within ten (10) Business Days after delivery of the Rent Notice, and such dispute shall be determined by arbitration in accordance with the then prevailing Expedited Procedures of the Arbitration Rules for the Real Estate Industry of the American Arbitration Association or its successor for arbitration of commercial disputes, except that the rules shall be modified as follows:

(a)In its demand for arbitration, Lessee shall specify the name and address of the person to act as the arbitrator on Lessee’s behalf. The arbitrator shall be a real estate broker with at least ten (10) years full-time commercial retail brokerage experience who is familiar with the fair market value of first-class restaurant space in the county in which the Property is located. Failure on the part of Lessee to make the timely and proper demand for such arbitration shall constitute a waiver of the right thereto and the Base Annual Rental shall be as set forth in the Rent

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Notice. Within ten (10) Business Days after the service of the demand for arbitration, Lessor shall give notice to Lessee specifying the name and address of the person designated by Lessor to act as arbitrator on its behalf, which arbitrator shall be similarly qualified. If Lessor fails to notify Lessee of the appointment of its arbitrator within such ten (10) Business Day period, and such failure continues for three (3) Business Days after Lessee delivers a second notice to Lessor, then the arbitrator appointed by Lessee shall be the arbitrator to determine the Fair Market Value Rent for the Property.

(b)If two arbitrators are chosen pursuant to Section 3.05(a), the arbitrators so chosen shall meet within ten (10) Business Days after the second arbitrator is appointed and shall seek to reach agreement on Fair Market Value Rent. If, within twenty (20) Business Days after the second arbitrator is appointed, the two arbitrators are unable to reach agreement on Fair Market Value Rent, then the two arbitrators shall appoint a third arbitrator, who shall be a competent and impartial person with qualifications similar to those required of the first two arbitrators pursuant to Section 3.05(a). The third arbitrator shall decide the dispute, if it has not been previously resolved, by following the procedures set forth in Section 3.05(c). Subject to the limitation set forth in Section 3.05(c) with respect to the delivery of a Revocation Notice, each party shall pay the fees and expenses of its respective arbitrator and both shall share the fees and expenses of the third arbitrator. Attorneys’ fees and expenses of counsel and of witnesses for the respective parties shall be paid by the respective party engaging such counsel or calling such witnesses.

(c)Fair Market Value Rent shall be fixed by the third arbitrator in accordance with the following procedures. Concurrently with the appointment of the third arbitrator, each of the arbitrators selected by the parties shall state, in writing, his or her determination of the Fair Market Value Rent supported by the reasons therefor. The third arbitrator shall have the right to consult experts and competent authorities for factual information or evidence pertaining to a determination of Fair Market Value Rent, but any such determination shall be made in the presence of both parties with full right on their part to cross-examine. The third arbitrator shall conduct such hearings and investigations as he or she deem appropriate and shall, within thirty (30) days after being appointed, select which of the two proposed determinations most closely approximates his or her determination of Fair Market Value Rent. The third arbitrator shall have no right to propose a middle ground or any modification of either of the two proposed determinations. The determination he or she chooses as that most closely approximating his or her determination of the Fair Market Value Rent shall constitute the decision of the third arbitrator and shall be final and binding upon the parties. The third arbitrator shall render the decision in writing with counterpart copies to each party (a "FMV Notice"). The third arbitrator shall have no power to add to or modify the provisions of this Lease. Upon the parties receipt of the FMV Notice in which the arbitrator has selected Lessor's arbitrator's determination of Fair Market Value Rent, Lessee shall have the one time right to revoke its exercise of the applicable Extension Option, provided Lessee delivers notice of such revocation to Lessor within five (5) business days after Lessee's receipt of such FMV Notice (such period, the "Revocation Period" and such notice, the "Revocation Notice"), time being of the essence with respect to Lessee's delivery of the Revocation Notice and provided further that Lessee shall pay both parties' costs and expenses in connection with the arbitration (including the fees and expenses of the three arbitrators and witnesses). Promptly following receipt of the FMV Notice after the expiration of the Revocation Period without the delivery of the Revocation Notice (if

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applicable), the parties shall enter into an amendment to this Lease evidencing the extension of the Lease Term for the _____ (___^th) and _____ (__th) Extension Terms and confirming the Base Annual Rental for the Extension Term, but the failure of the parties to do so shall not affect the effectiveness of the third arbitrator’s determination.

(d)In the event of a failure, refusal or inability of any arbitrator to act, his or her successor shall be appointed by him or her, but in the case of the third arbitrator, his or her successor shall be appointed in the same manner as that set forth herein with respect to the appointment of the original third arbitrator.

Section 3.06Removal of Lessee’s Property. Upon the expiration or earlier termination of the Lease Term, Lessee may remove from the Property Lessee’s Property and any other personal property belonging to Lessee. Lessee shall repair any damage caused by such removal and shall leave the Property clean and in good and working condition and repair inside and out, subject to normal wear and tear, Casualty and condemnation. Any property of Lessee left on the Property on the thirtieth (30th) day following the expiration of the Lease Term shall, at Lessor’s option, automatically and immediately become the property of Lessor; provided that in no event shall Lessor have any ownership of or use rights with respect to any signage or operational property containing Lessee’s Intellectual Property.

ARTICLE IV

RENTAL AND OTHER MONETARY OBLIGATIONS

Section 4.01Base Monthly Rental. During the Lease Term, on or before the first day of each calendar month, Lessee shall pay in advance the Base Monthly Rental then in effect. If the Commencement Date is a date other than the first day of the month, Lessee shall pay to Lessor on the Commencement Date the Base Monthly Rental prorated by multiplying the Base Monthly Rental by a fraction, the numerator of which is the number of days remaining in the month (including the Commencement Date) for which Rental is being paid, and the denominator of which is the total number of days in such month.

Section 4.02Adjustments. During the Lease Term (including any Extension Term other than the ______ (__^th) and ______ (__^th) Extension Terms as provided below and in Article III), on the first Adjustment Date and on each Adjustment Date thereafter, the Base Annual Rental shall increase by an amount equal to the Rental Adjustment. On the Adjustment Date that is the first day of the ______ (__^th) and _____ (__^th) Extension Terms, Base Annual Rental shall reset to the Fair Market Value Rent (or the Interim Rent as provided in Section 3.04, if applicable) and thereafter, on each subsequent Adjustment Date during such Extension Term, the Base Annual Rental shall increase by an amount equal to the Rental Adjustment.

Section 4.03Additional Rental. Lessee shall pay and discharge, as additional rental (“Additional Rental”), all sums of money required to be paid by Lessee under this Lease which are not specifically referred to as Rental. Lessee shall pay and discharge any Additional Rental when the same shall become due, provided that amounts which are billed to Lessor or any third party, but not to Lessee, shall be paid within thirty (30) days after Lessor’s demand for payment thereof or,

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if later, when the same are due. In no event shall Lessee be required to pay to Lessor any item of Additional Rental that Lessee is obligated to pay and has paid to any third party pursuant to any provision of this Lease.

Section 4.04Rental To Be Net to Lessor. The Base Annual Rental payable hereunder shall be net to Lessor, so that this Lease shall yield to Lessor the Rental specified during the Lease Term, and all Costs and obligations of every kind and nature whatsoever relating to the Property shall be performed and paid by Lessee, including without limitation, common area maintenance charges, if any, related to the Property. Lessee shall perform all of its obligations under this Lease at its sole cost and expense. All Rental and other Monetary Obligations which Lessee is required to pay hereunder shall be the unconditional obligation of Lessee and shall be payable in full when due and payable, without notice or demand, and without any setoff, abatement, deferment, deduction or counterclaim whatsoever.

Section 4.05Wire Transfer. Payments of the Base Monthly Rental, any Additional Rental, impound payments (if any), sales tax or real property tax (if any), and any other Monetary Obligations may at Lessee’s option be made by electronic funds transfer to an account identified by Lessor in writing from time to time.

Section 4.06Late Charges; Default Interest. Any delinquent payment not made within five (5) Business Days of the date due shall, in addition to any other remedy of Lessor, incur a late charge of five percent (5%) (which late charge is intended to compensate Lessor for the cost of handling and processing such delinquent payment and should not be considered interest) and bear interest at the Default Rate, such interest to be computed retroactively from and including the date such payment was due through and including the date of the payment; provided, however,in no event shall Lessee be obligated to pay a sum of late charge and interest higher than the maximum legal rate then in effect.

Section 4.07Holdover. If Lessee remains in possession of the Property after the expiration of the term hereof, Lessee, at Lessor’s option and within Lessor’s sole discretion, may be deemed a tenant on a month-to-month basis and shall continue to pay Rental and other Monetary Obligations in the amounts herein provided, except that the Base Monthly Rental shall be automatically increased to one hundred twenty-five percent (125%) of the last Base Monthly Rental payable under this Lease, and Lessee shall comply with all the terms of this Lease; provided that nothing herein nor the acceptance of Rental by Lessor shall be deemed a consent to such holding over.

Section 4.08Guaranty. On or before the execution of this Lease, Lessee shall cause Guarantor to execute and deliver to Lessor the Guaranty.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF LESSEE

The representations and warranties of Lessee contained in this Article V are being made to induce Lessor to enter into this Lease, and Lessor has relied, and will continue to rely, upon such

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representations and warranties. Lessee represents and warrants to Lessor, as of the Commencement Date and upon the exercise of each Extension Option as follows:

Section 5.01Organization, Authority and Status of Lessee. Lessee has been duly organized or formed, is validly existing and in good standing under the laws of its state of formation and is qualified as a foreign corporation to do business in any jurisdiction where such qualification is required. All necessary corporate action has been taken to authorize the execution, delivery and performance by Lessee of this Lease. Lessee is not, and if Lessee is a “disregarded entity,” the owner of such disregarded entity is not, a “nonresident alien,” “foreign corporation,” “foreign partnership,” “foreign trust,” “foreign estate,” or any other “person” that is not a “United States Person” as those terms are defined in the Code and the regulations promulgated thereunder. The Person who has executed this Lease on behalf of Lessee is duly authorized to do so.

Section 5.02Enforceability. This Lease constitutes the legal, valid and binding obligation of Lessee, enforceable against Lessee in accordance with its terms.

Section 5.03Property Condition. Lessee has physically inspected the Property and has examined title to the Property, and has found all of the same satisfactory in all respects for all of Lessee’s purposes.

Section 5.04Litigation. There are no suits, actions, proceedings or investigations pending, or to Lessee’s knowledge, threatened against or involving Lessee or the Property before any arbitrator or Governmental Authority which might reasonably result in any Material Adverse Effect.

Section 5.05Absence of Breaches or Defaults. Lessee is not in default under any document, instrument or agreement to which Lessee is a party or by which Lessee, the Property or any of Lessee’s property is subject or bound, which has had, or could reasonably be expected to result in, a Material Adverse Effect. The authorization, execution, delivery and performance of this Lease and the documents, instruments and agreements provided for herein will not result in any breach of or default under any document, instrument or agreement to which Lessee is a party or by which Lessee or any of Lessee’s property is subject or bound.

Section 5.06Licenses and Permits. Lessee has obtained all required licenses and permits, both governmental and private, to use and operate the Property as a Permitted Facility.

Section 5.07Compliance With OFAC Laws. Neither Lessee [nor Guarantor] nor to the actual knowledge of Lessee, any Person owning directly or indirectly any interest in a Lessee [or Guarantor], is an individual or entity whose property or interests are subject to being blocked under any of the OFAC Laws or is otherwise in violation of any of the OFAC Laws; provided, however,that the representation contained in this sentence shall not apply to any Person to the extent such Person’s interest is in or through a U.S. Publicly Traded Entity.

Section 5.08Solvency. There is no contemplated, pending or threatened Insolvency Event or similar proceedings, whether voluntary or involuntary, affecting Lessee [or Guarantor].

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ARTICLE VI

TAXES AND ASSESSMENTS; UTILITIES; INSURANCE

Section 6.01Taxes.

(a)Payment. Subject to the provisions of Section 6.01(a)(i) below, Lessee shall pay, prior to the earlier of delinquency or the accrual of interest on the unpaid balance, sales tax payable with respect to the Base Monthly Rent and all ad valorem real property taxes and personal property taxes and general assessments assessed against or imposed upon the Property or the personal property located thereon, Lessee, or Lessor during the Lease Term related to or arising out of this Lease and the activities of the parties hereunder (collectively, “Taxes”). Notwithstanding the foregoing, in no event shall Taxes include nor shall Lessee be required to pay any (i) net income taxes (however denominated), gross receipts taxes (however denominated, that are imposed in lieu of net income taxes), inheritance taxes, or franchise taxes of Lessor, or (ii) any tax imposed with respect to the sale, exchange or other disposition by Lessor, in whole or in part, of the Property or Lessor’s interest in this Lease. Lessee shall be entitled to full benefit of all discounts, credits and/or abatements that are made available by the taxing authority. Lessor shall cooperate with Lessee and provide such information as is reasonably necessary for Lessee to apply for, secure the approval of and maintain any available tax exemptions or abatements relating to the Property or Lessee’s use thereof. Further, the parties understand, acknowledge and agree that any economic incentives provided by the city or state in which the Property is located regarding Lessee’s development or use of the Property shall belong to and directly benefit Lessee only.

(i)Property taxes - Lessee shall receive the property tax bills directly from, and pay such bills directly to, the applicable taxing authority. Within fifteen (15) days after the date of Lessee’s receipt of a request from Lessor) for evidence of Lessee’s timely and full payment of any property taxes on the Property (which request shall occur no more than two (2) times in a calendar year), Lessee shall forward to Lessor an official receipt therefor from the taxing authority or, if no such receipt has been received by Lessee, other reasonable evidence thereof. If Lessor receives any tax bill for the Property or the personal property located thereon, then Lessor shall promptly provide the same to Lessee and the parties shall work together to cause the taxing authority to adjust its records so that all subsequent property tax bills, notices or assessment notices for the Property or the personal property located thereon are sent directly to Lessee, if possible.

(ii)Sales Tax – Lessee shall pay and Lessor shall remit all sales tax attributable to the Lease and the Property, if any, directly to the applicable taxing authority. Within fifteen (15) days after the date of Lessor’s receipt of a request from Lessee for evidence of Lessor’s timely and full payment of any such sales tax (which request shall occur no more than two (2) times in a calendar year) Lessor shall forward to Lessee an official receipt therefor from the taxing authority or, if no such receipt has been received by Lessor, other reasonable evidence thereof. If Lessee receives any sales tax notice or assessment for the Lease, the Property or the personal property located thereon, then Lessee shall promptly provide the same to Lessor and the parties shall work together to cause the taxing authority to adjust its records so that all subsequent bills, notices or assessment notices for the Property are sent directly to Lessor, if possible.

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(b)Right to Contest. Lessee shall upon written request provide Lessor with evidence reasonably satisfactory to Lessor that taxes and assessments have been timely paid by Lessee. In the event Lessor receives a tax bill, Lessor shall use commercially reasonable efforts to forward said bill to Lessee within fifteen (15) days of Lessor’s receipt thereof. Lessee may, at its own expense, contest or cause to be contested by appropriate legal proceedings conducted in good faith and with due diligence, any above-described item or lien with respect thereto, including, without limitation, the amount or validity or application, in whole or in part, of any such item, provided that (i) neither the Property nor any interest therein would be in any danger of being sold, forfeited or lost by reason of such proceedings; (ii) no Event of Default has occurred and is continuing; (iii) if and to the extent required by the applicable taxing authority, Lessee posts a bond or takes other steps acceptable to such taxing authority that removes such lien or stays enforcement thereof; and (iv) if requested by Lessor, Lessee shall promptly provide Lessor with copies of all notices received or delivered by Lessee and filings made by Lessee in connection with such proceeding. Lessor shall at the request of Lessee, execute or join in the execution of any instruments or documents necessary in connection with such contest or proceedings, but Lessor shall incur no cost or obligation thereby. Lessor and Lessee will cooperate in good-faith basis in the response to any informational requests, resolution of any tax audits or similar tax matters, and will do so in a timely manner so as to avoid any disruption of the business located on the Property.

Section 6.02Utilities. Lessee shall contract, in its own name, for and pay when due all charges for the connection and use of water, gas, electricity, telephone, garbage collection, sewer use and other utility services supplied to the Property during the Lease Term. Under no circumstances shall Lessor be responsible for any interruption of any utility service unless caused by the willful intentional actions of Lessor.

Section 6.03Insurance.

(a)Coverage. Throughout the Lease Term, Lessee shall maintain, with respect to the Property, at its sole expense, the following types and amounts of insurance:

(i)Insurance against loss or damage to real property and personal property under an “all risk” or “special form” insurance policy, an amount equal to the full replacement cost of the Property, which shall include coverage against all risks of direct physical loss, including but not limited to loss by fire, lightning, wind, and other risks normally included in the standard ISO special form [and shall also include National Flood and Excess Flood insurance if the Property is located within a 100-year floodplain (FEMA Zones A and V)] and earthquake insurance if the Property is located within a moderate to high earthquake hazard zone as determined by an approved insurance company set forth in Section 6.03(b)(ix) below). Such policy shall also include coverage for wind in the amount of the 250-year probable maximum loss, Ordinance or law limits shall be in an amount reasonably determined by Lessee, but not less than $2,000,000.00 for the loss of value of the undamaged portion of the Property and no less than 25% of the replacement cost for costs to demolish and the increased cost of construction.

(ii)Commercial general liability insurance, including products and completed operation liability, covering Lessee and benefitting Lessor as an additional insured against bodily injury liability, property damage liability and personal and advertising injury, liquor liability

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coverage, including without limitation any liability arising out of the ownership, maintenance, repair, condition or operation of every Property. Such insurance policy or policies shall contain a broad form contractual liability endorsement under which the insurer agrees to insure Lessee’s obligations under Article X hereof to the extent insurable, and a “severability of interest” clause or endorsement which precludes the insurer from denying the claim of Lessee or Lessor because of the negligence or other acts of the other, shall be in amounts of not less than $3,000,000 per occurrence for bodily injury and property damage, and $3,000,000 general aggregate per location. Such limits of insurance can be acquired through Commercial General liability and Umbrella liability policies.

(iii)Workers’ compensation and Employers Liability insurance with statutorily mandated limits covering all persons employed by Lessee on the Property in connection with any work done on or about the Property.

(iv)Business interruption coverage. Such insurance is to follow form and may be provided as part of the real property “all risk” or “special form” coverage and is not to contain a co-insurance clause.

(v)Automobile liability insurance, including owned, non-owned and hired car liability insurance for combined limits of liability of $1,000,000 per occurrence. The limits of liability can be provided in a combination of an automobile liability policy and an umbrella liability policy.

(vi)Such additional and/or other insurance and in such amounts as at the time is customarily carried by prudent owners or tenants with respect to improvements and personal property similar in character, location and use and occupancy to the Property; provided, however,such additional and/or other insurance requirements will only apply when Lessee has changes in operations or increases in hazards.

(b)Insurance Provisions. All insurance policies shall:

(i)provide for a waiver of subrogation by the insurer as to claims against Lessor, its employees and agents;

(ii)be primary and provide that any “other insurance” clause in the insurance policy shall exclude any policies of insurance maintained by Lessor and the insurance policy shall not be brought into contribution with insurance maintained by Lessor;

(iii)contain a standard non-contributory mortgagee clause or endorsement in favor of any Lender designated by Lessor;

(iv)provide that the policy of insurance shall not be terminated, cancelled or amended without at least thirty (30) days’ prior written notice to Lessor and to any Lender covered by any standard mortgagee clause or endorsement;

(v)provide that the insurer shall not have the option to restore the Property if Lessor elects to terminate this Lease in accordance with the terms hereof;

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(vi)be in amounts sufficient at all times to satisfy any coinsurance requirements thereof;

(vii)except for workers’ compensation insurance referred to in Section 6.03(a)(iii) above, name Lessor and any Lessor Affiliate or Lender requested by Lessor, as an “additional insured” with respect to general liability insurance and real property insurance, and as a “loss payee” with respect to all real property and rental value insurance, as appropriate and as their interests may appear;

(viii)be evidenced by delivery to Lessor and any Lender designated by Lessor of an Acord Form 28 for property coverage (or any other commercially recognized form) and an Acord Form 25 for commercial general liability, workers’ compensation and umbrella coverage (or any other commercially recognized form); and

(ix)be issued by insurance companies licensed to do business in the states where the Property are located and which are rated no less than A-VIII by Best’s Insurance Guide or are otherwise approved by Lessor.

(c)Additional Obligations. Itis expressly understood and agreed that (i) if any insurance required hereunder, or any part thereof, shall expire, be withdrawn, become void by breach of any condition thereof by Lessee, or become void or in jeopardy by reason of the failure or impairment of the capital of any insurer, Lessee shall immediately replace the insurance coverages required in this Section 6.03; (ii) the minimum limits of insurance coverage set forth in this Section 6.03shall not limit the liability of Lessee for its acts or omissions as provided in this Lease; (iii) Lessee shall procure policies for all insurance for periods of not less than one year and shall provide to Lessor and any servicer or Lender of Lessor certificates of insurance or, upon Lessor’s request, duplicate originals of insurance policies evidencing that insurance satisfying the requirements of this Lease is in effect at all times; (iv) Lessee shall pay as they become due all premiums for the insurance required by this Section 6.03; and (v) in the event that Lessee fails to comply with any of the requirements set forth in this Section 6.03, within ten (10) days of the giving of written notice by Lessor to Lessee, (A) Lessor shall be entitled to procure such insurance; and (B) any sums expended by Lessor in procuring such insurance shall be Additional Rental, shall be repaid by Lessee, and, if such insurance is available from Lessee’s then-current insurance carrier but Lessee fails to provide the required insurance, the reimbursement due to Lessor shall bear interest thereon at the Default Rate from the time of payment by Lessor until fully paid by Lessee immediately upon written demand therefor by Lessor. Lessee shall maintain all insurance policies required in Section 6.03 and such policies shall not be cancelled, invalidated or suspended on account of the conduct of Lessee, its officers, directors, employees or agents, or anyone acting for Lessee or any subtenant or other occupant of the Property and shall comply with all policy conditions and warranties at all times to avoid a forfeiture of all or a part of such insurance payment.

(d)Blanket Policies. Notwithstanding anything to the contrary in this Section 6.03, any insurance which Lessee is required to obtain pursuant to this Section 6.03 may be carried under a “blanket” policy or policies covering other properties or liabilities of Lessee provided that such “blanket” policy or policies otherwise comply with the provisions of this Section 6.03.

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(e)Self Insurance. As long as no Event of Default has occurred and is continuing, Lessee may elect to self-insure any policy required by this Article so long as the [aggregate] tangible net worth of Lessee [and Guarantor] (determined by generally accepted accounting principles in effect as of the Commencement Date) is in excess of $25,000,000.00. If Lessee elects to self-insure, Lessee shall provide Lessor with a certificate executed by a financial officer of Lessee evidencing the net worth required hereunder. The beneficiaries of Lessee’s self-insurance shall be afforded no less protection than if such self-insured portion was fully insured by an insurance company of the quality and caliber required hereunder, including the provision of a legal defense by attorneys reasonably acceptable to the beneficiaries and the payment of claims within the same time period that a third-party insurance carrier would have paid such claims. The waiver of subrogation provisions of Section 6.03(b)(i) shall be applicable to any self-insured exposure.

Section 6.04Tax and Insurance Impound. Upon the occurrence and during the continuance of an Event of Default, in addition to any other remedies specifically set forth herein, Lessor may require Lessee to pay to Lessor on the first day of each month the amount that Lessor reasonably estimates will be necessary in order to accumulate with Lessor sufficient funds in an impound account (which shall be deemed a trust fund) (the “Reserve”) for Lessor to pay any and all ad valorem real estate taxes (“Real Estate Taxes”) and, provided Lessee does not insure the Property under a “blanket policy” as permitted by Section 6.03(d) or self-insure as permitted by Section 6.03(e), insurance premiums (“Insurance Premiums”) for the Property for the ensuing twelve (12) months, or, if due sooner, Lessee shall pay the required amount promptly upon Lessor’s demand therefor. Lessor shall, upon prior written request of Lessee, provide Lessee with evidence reasonably satisfactory to Lessee that payment of the Real Estate Taxes and Insurance Premiums was made in a timely fashion. In the event that the Reserve does not contain sufficient funds to timely pay any Real Estate Taxes or Insurance Premiums, upon Lessor’s written notification thereof, Lessee shall, within five (5) Business Days of such notice, provide funds to Lessor in the amount of such deficiency. Lessor shall pay or cause to be paid directly to the applicable taxing authorities and insurance company, as the case may be, any Real Estate Taxes and Insurance Premiums then due and payable for which there are funds in the Reserve; provided, however,that in no event shall Lessor be obligated to pay any Real Estate Taxes or Insurance Premiums in excess of the funds held in the Reserve, and Lessee shall remain liable for any and all Real Estate Taxes, including fines, penalties, interest or additional costs imposed by any taxing authority (unless incurred as a result of Lessor’s failure to timely pay Real Estate Taxes for which it had funds in the Reserve) and Insurance Premiums. Lessee shall cooperate fully with Lessor in assuring that the Real Estate Taxes and Insurance Premiums are timely paid. Lessor shall deposit all Reserve funds in accounts insured by any federal or state agency and shall not commingle such funds with other funds and accounts of Lessor. Interest or other gains from such funds, if any, shall be for the account of Lessee. Lessor shall give to Lessee an annual accounting showing all credits and debits to and from such impounded funds received from Lessee. In no event shall funds held in the Reserve be used by Lessor for any other purpose other than for the payment of Real Estate Taxes and Insurance Premiums; provided that such funds shall be returned to Lessee in the following sentence). Notwithstanding the above, if Lessee cures an Event of Default or Lessor waives an Event of Default, and in either case this Lease remains in full force and effect, then no deposit or impound of Real Estate Taxes or Insurance

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Premiums shall be required in addition to those required for the first ensuing twelve (12)‑month period following the Event of Default.

ARTICLE VII

MAINTENANCE; ALTERATIONS

Section 7.01Condition of Property; Maintenance. Lessee hereby accepts the Property “AS IS” and “WHERE IS” with no representation or warranty of Lessor as to the condition thereof. Lessee shall, at its sole cost and expense, be responsible for (a) keeping all of the Improvements in good order and repair, free from actual or constructive waste, including without limitation, the roof and the HVAC and other electrical and mechanical systems; (b) the repair or reconstruction of any Improvements damaged or destroyed by a Casualty except as otherwise provided in this Lease; (c) subject to Section 7.02, making all necessary structural, non-structural, exterior and interior repairs and replacements to any Improvements, except as otherwise provided in this Lease; and (d) paying all operating costs of the Property in the ordinary course of business. Lessee waives any right to require Lessor to maintain, repair or rebuild all or any part of the Property or make repairs at the expense of Lessor pursuant to any Legal Requirements at any time in effect.

Section 7.02Alterations and Improvements. During the Lease Term (and any Extension Term), Lessee shall have the right to make any alterations or improvements to the Property without Lessor’s consent except for Structural Alterations. Any Structural Alterations to the Property shall require the consent of Lessor, not to be unreasonably withheld, conditioned or delayed; provided, however, Lessee may make any Structural Alteration without the consent of Lessor if such Structural Alteration (a) is of equal or better quality than any existing Improvement, (b) does not consist of adding any new structures or reducing or enlarging any existing structures on the Property, and (c) does not have a Material Adverse Effect. Notwithstanding the foregoing, Lessee may undertake any alterations to the Property that are not Structural Alterations without Lessor’s prior written consent. If Lessor’s consent is required hereunder and Lessor consents to the making of any such alterations, the same shall be made by Lessee at Lessee’s sole expense by a licensed contractor and according to plans and specifications approved by Lessor. Any work at any time commenced by Lessee on the Property shall be prosecuted diligently to completion, shall be of good workmanship and materials and shall comply fully with all the terms of this Lease and all Legal Requirements. With respect to any alteration individually costing $250,000.00 or more, (x) at the commencement of any such alteration, Lessee shall execute and file or record, as appropriate, a “Notice of Non-Responsibility,” or any equivalent notice permitted under Legal Requirements and (y) upon completion of any such alteration, Lessee shall upon Lessor’s written request promptly provide Lessor with evidence of full payment to all laborers and materialmen contributing to the alterations. Lessee shall keep the Property free from any liens arising out of any work performed on, or materials furnished to, the Property. Any addition to or alteration of the Property shall be deemed a part of the Property and belong to Lessor, and Lessee shall execute and deliver to Lessor such instruments as Lessor may require to evidence the ownership by Lessor of such addition or alteration, excepting Lessee’s personal property, which shall remain the property of Lessee.

Section 7.03Lessor Approvals. With respect to any Structural Alteration proposed by Lessee that requires Lessor’s prior approval pursuant to Section 7.02, Lessee shall deliver to Lessor

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approximate plans, specifications and a budget for the proposed Structural Alteration, together with all materials and any other information (and in such detail) as reasonably requested by Lessor in order to evaluate such proposed Structural Alteration. Lessor shall have fifteen (15) days after its receipt of all material information to either review and approve such proposal or provide a reasonably detailed explanation of its objections to such proposal. If Lessor provides a reasonably detailed explanation of such objections, then Lessee shall resubmit such proposal reflecting any acceptable changes, and Lessor shall have ten (10) days after its receipt of such resubmitted proposal to approve such resubmitted proposal, such approval not to be unreasonably withheld, conditioned, or delayed. If Lessor, applying such discretion, does not approve such proposal, Lessee shall have the right to resubmit such proposal, until approval by Lessor, in accordance with the procedure set forth herein. Any Lessor approval of a proposed Structural Alteration extends only to the proposed Structural Alteration as set forth in the plans and specifications delivered to Lessor in accordance with this Section 7.03, subject to immaterial modifications. Lessee must resubmit to Lessor for its approval in accordance with this Section 7.03 any proposed Structural Alteration that does not satisfy the foregoing conditions, which re-submittal shall indicate the changes from the plans and specifications and/or the financial or other information with respect to the proposed Structural Alteration delivered to Lessor in connection with this Section 7.03. Lessor’s approval of any such proposal shall be deemed to have been given if a request for approval is submitted to Lessor and Lessor does not respond by approving such proposal or stating in reasonable details its objections to such proposal within fifteen (15) days after Lessor’s receipt of all material information required to be submitted with Lessee’s first submission, or ten (10) days after Lessor’s receipt of any proposed revisions, as applicable

Section 7.04Encumbrances. During the Lease Term, Lessor shall not place of record or amend, modify or terminate any reciprocal or cross-easement agreement or any other covenant, condition, restriction, or other item of record (other than the mortgage and/or assignment of rents and leases and related UCC financing statements in favor of a Lender, subject to Article XIII of this Lease) in any way affecting the Property without Lessee’s consent, which consent may be withheld in Lessee’s reasonable discretion. Lessor authorizes Lessee to enforce any such agreement(s) on Lessor’s or Lessee’s behalf, and Lessor shall cooperate and furnish any pertinent information needed toward Lessee’s enforcement of same, at no cost or expense to Lessor other than any de minimis cost or expense. Without Lessor’s prior written consent, Lessee shall not grant any reciprocal or cross-easement agreement or any other covenant, condition, restriction, or other item of record in any way affecting the Property. If under the terms of any title exception in the nature of a condominium declaration or reciprocal easement agreement, Lessor is entitled to appoint an officer, manager or other representative to a management association, management board, condominium board or similar organization then Lessee shall appoint such officer, manager or representative who shall represent the interests of Lessor and Lessee with respect to all matters voted on or decided by such board or association. Lessor shall cooperate with Lessee, at no cost or expense to Lessor other than any de minimis cost or expense, in placing of record or amending or modifying any reciprocal or cross-easement agreement reasonably requested by Lessee.

Section 7.05Rooftop Installations. For the avoidance of doubt, Lessee, its Affiliates, assignees, sublessees, licensees, telecommunications and/or energy providers shall have the exclusive right to erect and maintain upon the Property, including on the roof of the building, any

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telecommunications and energy generation equipment and may also maintain equipment ancillary thereto anywhere on the Property, including on the ground thereof. Lessee shall be responsible for causing the maintenance and repair of the equipment and its removal prior to the expiration of the Lease Term with respect to the Property.

ARTICLE VIII

USE OF THE PROPERTY; COMPLIANCE

Section 8.01Use. If Lessee conducts business operations on the Property, such business operations shall be conducted in a commercially reasonable manner reasonably consistent with Lessee’s (and/or its Affiliates) past practice. If Lessee discontinues operations at the Property such discontinuance shall be conditioned on (a) Lessee giving written notice to Lessor as promptly as practicable after Lessee ceases operations at the Property, (b) Lessee providing adequate protection and maintenance of the Property during any period of vacancy, and (c) Lessee complying in all material respects with all Legal Requirements and otherwise complying in all material respects with the terms and conditions of this Lease. Notwithstanding anything herein to the contrary, Lessee shall pay the Rental as and when due under this Lease and shall perform all of its other obligations under this Lease during any period in which Lessee discontinues its business operations at the Property in whole or in part.

Section 8.02Alternative Use. Lessee shall not, by itself or through any assignment, sublease or other type of transfer, convert the Property to an alternative use during the Lease Term without Lessor’s prior written consent, provided that Lessee shall be permitted to change the concept or brand operated on the Property so long as such brand or concept is a Permitted Facility and, in such event, Lessee shall provide Lessor with written notice of any such change.

Section 8.03Compliance.

(a)Lessee’s use and occupation of the Property, and the condition thereof, shall, at Lessee’s sole cost and expense, comply fully with all Legal Requirements and all restrictions, covenants and encumbrances of record, and any owner obligations under such Legal Requirements, or restrictions, covenants and encumbrances of record, with respect to the Property, in either event, the failure with which to comply could have a Material Adverse Effect.

(b)Without in any way limiting the foregoing provisions, Lessee shall comply with all Legal Requirements relating to anti-terrorism, trade embargos, economic sanctions and Anti-Money Laundering Laws, as such may be amended from time to time, and all regulations promulgated thereunder, as it affects the Property now or hereafter in effect. Upon Lessor’s written request from time to time during the Lease Term, Lessee shall certify in writing to Lessor that Lessee’s representations, warranties and obligations under Section 5.07 and this Section 8.03(b) remain true and correct in all material respects and have not been breached.

(c)Lessee will use its best efforts to prevent any act or condition to exist on or about the Property which will materially increase any insurance rate thereon, except when such acts are required in the normal course of its business and Lessee shall pay for such increase.

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(d)Lessee agrees that it will defend, indemnify and hold harmless the Indemnified Parties from and against any and all Losses caused by, incurred or resulting from Lessee’s failure to comply with its obligations under this Section 8.03.

Section 8.04Permitted Contest. Lessee shall not be required to pay any cost, expense or charge or perform any obligation so long as Lessee contests in good faith and at its own expense the amount or validity thereof by appropriate proceedings which shall operate to prevent the collection thereof or realization thereon and the sale, foreclosure or forfeiture of the Property or any part thereof to satisfy the same, and Lessee shall have furnished any security as may be required in the applicable proceeding, and, pending any such proceedings, Lessor shall not have the right to pay or perform the same. Lessee further agrees that such contest shall be prosecuted to a final conclusion diligently, that it will indemnify the Indemnified Parties against any and all loss, costs and expenses, including reasonable attorneys’ fees, in connection therewith, and that it will, promptly after the final determination of such contest, fully pay any amounts determined to be payable thereon and/or fully perform any obligations to be performed thereon, together will all penalties, fines, interest, costs and expenses resulting from such contest. Upon Lessee’s request, Lessor shall prosecute such contest, if required by Legal Requirements, at no cost or expense to Lessor other than any de minimis cost or expense.

Section 8.05Environmental.

(a)Covenants.

(i)Lessee covenants to Lessor during the Lease Term, subject to the limitations of subsection (ii) below, as follows:

(1)The Property and Lessee shall not be (1) in violation of any Remediation required by any Governmental Authority, or (2) subject to any Remediation obligations under any Environmental Laws. Lessee shall not be in violation of any investigation or inquiry by any Governmental Authority.

(2)All uses and operations on or of the Property, whether by Lessee or any other Person, shall be in compliance with all Environmental Laws and permits issued pursuant thereto.

(3)There shall be no Releases in, on, under or from the Property, except in Permitted Amounts.

(4)There shall be no Hazardous Materials or Regulated Substances in, on or under the Property, except in Permitted Amounts. Above and below ground storage tanks installed by or used by Lessee shall be properly permitted and only used as permitted.

(5)Lessee shall keep the Property or cause the Property to be kept free and clear of all Environmental Liens due to any act or omission of Lessee or any act or omission of any other Person during the Lease Term.

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(6)Lessee shall not act or fail to act or allow any other tenant, occupant, guest, customer or other user of the Property to act or fail to act in any way that (1) materially increases a risk to human health or the environment, (2) poses an unreasonable or unacceptable risk of harm to any Person or the environment (whether on or off the Property), (3) is contrary to any material requirement set forth in the insurance policies maintained by Lessee, (4) constitutes a public or private nuisance or constitutes waste, (5) violates any covenant, condition, agreement or easement applicable to the Property, or (6) would result in any reopening or reconsideration of any prior investigation or causes a new investigation by a Governmental Authority having jurisdiction over any Property.

(7)Lessee shall, at its sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with the Property as may be required by any Governmental Authority (including but not limited to sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas), and share with Lessor the reports and other results thereof, and Lessor and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof.

(8)Lessee shall, at its sole cost and expense, fully and expeditiously cooperate in all activities pursuant to this Section 8.05, including but not limited to providing all relevant information and making knowledgeable persons available for interviews.

(ii)Notwithstanding any provision of this Lease to the contrary, an Event of Default shall not be deemed to have occurred as a result of the failure of Lessee to satisfy any one or more of the covenants set forth in subsections (1) through (6) above provided that Lessee shall be in compliance with the requirements of any Governmental Authority with respect to the Remediation of any Release at the Property.

(b)Notification Requirements. Lessee shall promptly notify Lessor in writing upon Lessee obtaining actual knowledge of (i) any Releases or Threatened Releases in, on, under or from the Property other than in Permitted Amounts, or migrating towards the Property; (ii) any non-compliance with any Environmental Laws related in any way to the Property; (iii) any actual or potential Environmental Lien or activity use limitation; (iv) any required or proposed Remediation of environmental conditions relating to the Property required by applicable Governmental Authorities; and (v) any written or oral notice or other communication of which Lessee becomes aware from any source whatsoever (including but not limited to a Governmental Authority) relating in any way to Hazardous Materials, Regulated Substances or above or below ground storage tanks, or Remediation thereof at or on the Property, other than in Permitted Amounts, possible liability of any Person relating to the Property pursuant to any Environmental Law, other adverse environmental conditions in connection with the Property, or any actual or potential administrative or judicial proceedings in connection with anything referred to in this Section. Lessor shall promptly notify Lessee in writing upon receipt of any written or oral notice with respect to any matters identified in clause (v) above.

(c)Remediation. Lessee shall, at its sole cost and expense, and without limiting any other provision of this Lease, effectuate any Remediation required by any Governmental

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Authority of any condition (including, but not limited to, a Release or Threatened Release) in, on, under or from the Property prior to or during the Lease Term and/or caused by the acts or omissions of Lessee or its agents, employees or contractors at any time, and take any other reasonable action deemed necessary by any Governmental Authority for protection of human health or the environment.

(d)Indemnification. Lessee shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless each of the Indemnified Parties from and against any and all Losses, including, but not limited to, all Costs of Remediation (whether or not performed voluntarily), arising out of or in any way relating to any Environmental Laws, Hazardous Materials, Regulated Substances, above or below ground storage tanks, or other environmental matters concerning the Property; provided, however, the foregoing shall not apply to events occurring after the Lease Term except where such event occurs as a result of the acts or omissions of Lessee, its agents, employees, or contractors or as a result of the acts or omissions of any agent, employee, or contractor of any permitted sublessee or assignee of Lessee. The obligations of Lessee and the rights and remedies of Lessor under this Section 8.05(d) shall survive the termination, expiration and/or release of this Lease for a period of three (3) years. Notwithstanding the foregoing and any other provision to the contrary in the Lease, if at any time after the expiration or earlier termination of the Lease, Lessee delivers to Lessor (collectively, the “Termination Deliveries”) (a) a Phase I environmental report with respect to the Property in form and substance and from an environmental consultant acceptable to Lessor in its reasonable discretion (the “Report”) concluding that (i) there is no evidence that there exists any adverse environmental condition upon such Property and (ii) the Property is not subject to any imminent risk of contamination from any off-site Hazardous Substances and (b) a written request to Lessor, concurrently with Lessee’s delivery of the Report to Lessor, requesting the Confirmation of Termination (as hereinafter defined), then the liability of Lessee under this Section 8.05(d) and Section 10.01 (but with respect to Section 10.01, only to the extent the indemnification covers matters set forth in this Section) shall terminate and cease on the date that the Termination Deliveries are delivered to Lessor (the “Termination Date”). The Report shall be addressed to Lessor and shall expressly state that Lessor is entitled to rely upon the information and conclusions stated in the Report. If the foregoing conditions are satisfied, Lessor shall deliver to Lessee a written confirmation (“Confirmation of Termination”) stating that the Lessee’s obligation under this Section 8.05(d) and Section 10.01 (with respect to the Hazardous Materials) have terminated on the Termination Date (but the failure of Lessor to deliver such Confirmation of Termination shall not affect Lessee’s release hereunder so long as Lessee has delivered the Termination Deliveries).

(e)UST Compliance. Lessee shall comply, in all material respects, with all applicable federal, state and local regulations and requirements regarding above and below ground storage tanks, including, without limitation, any of such regulations or requirements which impose (i) technical standards, including, without limitation, performance, leak prevention, leak detection, notification reporting and recordkeeping; (ii) corrective action with respect to confirmed and suspected Releases; and (iii) financial responsibility for the payment of costs of corrective action and compensation to third parties for injury and damage resulting from Releases. Lessee shall promptly notify Lessor, in writing, upon receiving written notice of any and all enforcement, clean-up, remedial, removal or other governmental or regulatory actions threatened, instituted or

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completed pursuant to any of the Environmental Laws affecting the Property. Upon any such Release from any USTs on, above or under the Property of any Hazardous Materials or Regulated Substances, Lessee shall use all commercially reasonable efforts to remedy such situation in accordance with all Environmental Laws.

ARTICLE IX

ADDITIONAL COVENANTS

Section 9.01Performance at Lessee’s Expense. Lessee acknowledges and confirms that Lessee shall reimburse Lessor for its reasonable and documented fees, costs and expenses (including reasonable attorneys’ fees) in connection with (a) any extension, renewal, modification, amendment and early termination of this Lease requested by Lessee; (b) the procurement of consents, waivers and approvals requested by Lessee with respect to the Property or any matter related to this Lease; and (c) the review of any assignment or sublease or proposed assignment or sublease or the preparation thereof, in each case as proposed by Lessee.

Section 9.02Inspection. Lessor and its authorized representatives shall have the right, at reasonable times and upon giving not less than five (5) Business Days prior written notice (except in the event of an emergency, in which case no prior notice shall be required), to enter the Property or any part thereof and inspect the same, provided Lessor shall not unreasonably interfere with Lessee’s business activities at the Property, providedfurther that Lessor shall be limited to two (2) inspections under this Section 9.02 in any twelve (12) month period. Lessor shall not post any “for rent” or “for sale” signs on the Property or any applicable portion thereof so long as the Lease has not expired or been terminated.

Section 9.03Financial Information. Lessee shall deliver to Lessor within ninety (90) days after the end of each fiscal year of Lessee, complete financial reports of Lessee including a balance sheet, profit and loss statement, statement of cash flows and all other related reports for the fiscal period then ended. The financial reports required hereunder shall be prepared in accordance with GAAP. Lessee understands that Lessor will rely upon such financial reports and Lessee represents that such reliance is reasonable. The financial reports delivered to Lessor need not be audited, but Lessee shall deliver to Lessor copies of any audited financial reports of Lessee which may be prepared, promptly after they become available. Notwithstanding the foregoing, (i) so long as Lessee’s financial reports are consolidated with the financial reports of any publicly traded company and so long as such publicly traded company’s financial reports are available to the public, Lessee’s obligations to deliver financial reports pursuant to this Section 9.03 shall be and shall be deemed to be satisfied, and (ii) in the event Lessee’s financial reports are consolidated with the financial reports of any other company that is not publicly traded, Lessee’s obligations to deliver financial statements pursuant to this Section 9.03, may be satisfied by Lessee delivering to Lessor the applicable financial reports of such other company. Notwithstanding the foregoing, Lessee shall deliver to Lessor: (i) within sixty (60) days of the end of Lessee’s first fiscal year ending during the first (1^st) Lease year of this Lease, a written statement of total annual gross sales from the business located on the Property for the last three (3) fiscal years of Lessee ending on the last day of such fiscal year; (ii) thereafter within sixty (60) days of the end of each of Lessee’s fiscal years during the Term of this Lease, a written statement of total annual gross sales from the business located on

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the Property for the last fiscal year of Lessee ending on the last day of such fiscal year; and (iii) within sixty (60) days of the end of Lessee’s second (2^nd) fiscal quarter each year, a written statement of total gross sales from the business located on the Property for the trailing twelve (12) month period ending on the last day of Lessee’s second (2^nd) fiscal quarter.

As a material inducement to Lessor’s willingness to enter into this Lease, Lessee hereby acknowledges and agrees that Lessor may, from time to time and at any time act or permit another Person to act as sponsor, settler, transferor or depositor of, or a holder of interests in, one or more Persons or other arrangements formed pursuant to a trust agreement, indenture, pooling agreement, participation agreement, sale and servicing agreement, limited liability company agreement, partnership agreement, articles of incorporation or similar agreement or document; and permit one or more of such Persons or arrangements to offer and sell stock, certificates, bonds, notes, other evidences of indebtedness or securities that are directly or indirectly secured, collateralized or otherwise backed by or represent a direct or indirect interest in whole or in part in any of the assets, rights or properties described in, in one or more Persons or arrangements holding such assets, rights or properties, or any of them (collectively, the “Securities”), whether any such Securities are privately or publicly offered and sold, or rated or unrated (any combination of which actions and transactions described in both clauses (i) and (ii) in this paragraph, whether proposed or completed, are referred to in this Lease as a “Securitization”).  Lessee shall reasonably cooperate with Lessor and any direct or indirect participant or investor in a proposed or completed Securitization, with respect to all reasonable requests and due diligence procedures and to use reasonable efforts to facilitate such Securitization, including, without limitation, providing for inclusion in any prospectus or other Securities offering material such documents, financial and other data, and other information and materials which would customarily be required with respect to Lessee by a purchaser, transferee, assignee, servicer, participant, investor or rating agency involved with respect to such Securitization; provided, however, that Lessee shall not be required to provide any Proprietary Information, any information which has not previously been made public unless required by applicable federal or state securities laws or any information which is not otherwise required to be provided by Lessee under this Lease.  For Securitization purposes only, Lessee shall upon request of Lessor, deliver to Lessor and to any Person designated by Lessor, statements signed by an authorized representative of Lessee confirming the written information provided by Lessee pursuant to this Section as shall be reasonably requested by Lessor.  Lessor shall pay Lessee's attorney fees and other out-of-pocket expenses incurred in connection with the performance of its obligations under this Section.

The provisions of Section 18.05 shall be applicable to the financial information provided by Lessee to Lessor pursuant to this Section 9.03.

Section 9.04OFAC Laws. Upon receipt of notice or upon actual knowledge thereof, Lessee shall immediately notify Lessor in writing that any Person owning (directly or indirectly) any interest in Lessee [or Guarantor], or any director, officer, shareholder, member, manager or partner of any such holder is a Person whose property or interests are subject to being blocked under any of the OFAC Laws, or is otherwise in violation of any of the OFAC Laws, or is under investigation by any Governmental Authority for, or has been charged with, or convicted of, drug trafficking, terrorist-related activities or any violation of the Anti-Money Laundering Laws, has been assessed civil penalties under these or related laws, or has had funds seized or forfeited in an action under

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these or related laws; provided, however,that the covenant in this Section 9.04 shall not apply to any Person to the extent such Person’s interest is in or through a U.S. Publicly Traded Entity.

Section 9.05Estoppel Certificates.

(a)At any time, and from time to time, Lessee shall, promptly and in no event later than twenty (20) days after a request from Lessor or any Lender or mortgagee of Lessor, execute, acknowledge and deliver to Lessor or such Lender or mortgagee, as the case may be, a certificate in the form supplied by Lessor, certifying: (a) that Lessee has accepted the Property; (b) that this Lease is in full force and effect and has not been modified (or if modified, setting forth all modifications), or, if this Lease is not in full force and effect, the certificate shall so specify the reasons therefor; (c) the commencement and expiration dates of the Lease Term; (d) the date to which the Rental has been paid under this Lease and the amount thereof then payable; (e) whether there are then any existing defaults by Lessor in the performance of its obligations under this Lease, and, if there are any such defaults, specifying the nature and extent thereof; (f) that no notice has been received by Lessee of any default under this Lease which has not been cured, except as to defaults specified in the certificate; (g) the capacity of the Person executing such certificate, and that such Person is duly authorized to execute the same on behalf of Lessee; and (h) that neither Lessor nor any Lender or mortgagee has actual involvement in the management or control of decision making related to the operational aspects or the day-to-day operation of the Property, including any handling or disposal of Hazardous Materials or Regulated Substances.

(b)At any time, and from time to time, Lessor shall, promptly and in no event later than twenty (20) days after a request from Lessee or any Lender or mortgagee of Lessee, execute, acknowledge and deliver to Lessee or such Lender or mortgagee, as the case may be, a certificate in the form supplied by Lessee, certifying: (a) that this Lease is in full force and effect and has not been modified (or if modified, setting forth all modifications), or, if this Lease is not in full force and effect, the certificate shall so specify the reasons therefor; (b) the commencement and expiration dates of the Lease Term; (c) the date to which the Rental has been paid under this Lease and the amount thereof then payable; (d) whether there are then any existing defaults by Lessee in the performance of its obligations under this Lease, and, if there are any such defaults, specifying the nature and extent thereof; (e) that no notice has been received by Lessor of any default under this Lease which has not been cured, except as to defaults specified in the certificate; and (f) the capacity of the Person executing such certificate, and that such Person is duly authorized to execute the same on behalf of Lessor.

ARTICLE X

RELEASE AND INDEMNIFICATION

Section 10.01Release and Indemnification. Lessee agrees to use and occupy the Property at its own risk and hereby releases Lessor and Lessor’s agents and employees from all claims for any damage or injury to the full extent permitted by law. Lessee agrees that Lessor shall not be responsible or liable to Lessee or Lessee’s employees, agents, customers, licensees or invitees for bodily injury, personal injury or property damage occasioned by the acts or omissions of any other lessee or any other Person. Lessee agrees that any employee or agent to whom the Property or any

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part thereof shall be entrusted by or on behalf of Lessee shall be acting as Lessee’s agent with respect to the Property or any part thereof, and neither Lessor nor Lessor’s agents, employees or contractors shall be liable for any loss of or damage to the Property or any part thereof (unless caused by Lessor or Lessor’s agent). Lessee shall indemnify, protect, defend and hold harmless each of the Indemnified Parties from and against any and all Losses (excluding Losses suffered by an Indemnified Party arising out of the gross negligence or willful misconduct of such Indemnified Party) caused by, incurred or resulting from Lessee’s operations at the Property or by Lessee’s use and occupancy of the Property, whether relating to its original design or construction, latent defects, alteration, maintenance, use by Lessee or any Person thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Lease by Lessee, its officers, employees, agents or other Persons.

If Lessor shall fail to perform any covenant, term or condition of this Lease upon Lessor's part to be performed under this Lease and if as a consequence of such default Lessee shall recover a money judgment against Lessor, such judgment shall be satisfied only out of the proceeds of sale received upon execution of such judgment and levied thereon against the right, title and interest of Lessor in the Property and out of rents or other income from such Property receivable by Lessor, or out of the consideration received by Lessor from the sale or other disposition of all or any part of Lessor's right, title and interest in the Property, and neither Lessor nor any of its Indemnified Parties shall be liable for any deficiency.

It is expressly understood and agreed that, subject to the limitation set forth in Section 8.05 Lessee’s obligations under this Section shall survive the expiration or earlier termination of this Lease for any reason whatsoever.

ARTICLE XI

CASUALTY AND CONDEMNATION

Section 11.01Fire and Other Casualty.

(a)Damage During Lease Term. If all or any part of the Property should be damaged or destroyed by Casualty during the Lease Term from and after the Commencement Date, then Lessee shall give prompt notice of the damage to Lessor and except as otherwise provided in this Article, Lessee shall promptly thereafter repair or restore the Property, or any such part thereof, to substantially the same condition it was in prior to the Casualty (subject to any changes to all or any such part of the Property that Lessee intends to make). All Base Annual Rental and Additional Rent shall continue unabated after such Casualty. All insurance proceeds recovered on account of any Casualty to all or any part of the Property by Casualty shall be made available for payment of the cost of the repair or restoration, the cost of collection of the insurance proceeds, the cost of temporary safety measures to stabilize all or the applicable part of the Property and the cost incurred to comply with applicable Legal Requirements. If the amount of the insurance proceeds (exclusive of Lessee Awards) is less than Seven Hundred Fifty Thousand and NO/100 Dollars ($750,000.00) (“Turnover Amount”), which amount shall be increased every three (3) years by the increase in the Index over such period of time, such insurance proceeds shall be turned over to Lessee and Lessee shall have the sole right to adjust any and all claims with the insurer. If the insurance proceeds

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exceeds the Turnover Amount, the entire insurance proceeds less the Turnover Amount and any Lessee Awards shall be deposited in escrow (a “Proceeds Reserve”) with the Lender of the senior Mortgage, or if there is no mortgage holder, then with a bank mutually agreeable to Lessor and Lessee, with instructions to the escrow holder that the escrow holder shall disburse the same to Lessee as the work of repair or restoration progresses, upon certification by the architect or engineer administering the work if the work is structural in nature, and otherwise by Lessee, that the disbursements then requested, together with all previous disbursements made from the insurance proceeds, do not exceed the cost of repair or restoration already completed and paid for and that the balance in the Proceeds Reserve is sufficient to pay for the estimated cost of completing the repair or restoration. Such escrow arrangement shall also incorporate other customary disbursement requirements imposed by institutional lenders, taking into consideration the size and use of all or the part of the Property so affected and the nature of the loss. To the extent that there exists any insurance deductible, any self-insured retention amount, or any shortfall with respect to the amount of insurance proceeds available to complete the repair or restoration, then the Turnover Amount shall be reduced by the amount of any such insurance deductible, self-insured retention amount, or shortfall (but not below zero) and Lessee shall be obligated to advance from its owns funds any remaining insurance deductible, self-insured retention amount or shortfall prior to the escrow holder being obligated to make any disbursements by the escrow holder of any escrow proceeds. Lessee shall also apply the Turnover Amount to the cost of the repair or restoration prior to the escrow holder being obligated to make any disbursements from the Proceeds Reserve. In no event shall funds held in the Proceeds Reserve be used by Lessor for any other purpose other than for the reimbursement of Lessee for amounts actually and properly expended by Lessee for the repair and restoration of the Property following a Casualty or a Condemnation (as provided below) or in the event that Lessee shall fail to either undertake or complete such repair and restoration, to such Persons engaged by Lessor to undertake such repair and restoration (provided that excess funds shall be returned to Lessee in the following sentence). If the insurance proceeds shall be greater than the cost of repair or restoration, the excess shall be paid to Lessee. In no event shall the escrow requirements of this Section 11.01(a) apply if Lessee is satisfying its insurance obligations under Section 6 in accordance with Section 6.03(d) and/or Section 6.03(e). In no event shall Lessee be required to deposit any Lessee Awards with the escrow holder.

(b)Late Lease Term Termination Right. If during the last three (3) years of the Initial Term or at any time during an Extension Term, the Buildings shall be damaged by Casualty to the extent of twenty-five percent (25%) or more of their insurable value (“Late Term Damaged Property”), then provided that no Event of Default has occurred and is continuing, such Casualty is covered by the insurance required to be maintained by Lessee under Section 6.03, Lessee may elect to terminate this Lease by notice given to Lessor within sixty (60) days of the damage or destruction. The termination shall become effective on the twentieth (20^th) day after the giving of the notice of termination and Lessee shall not be obligated to repair or restore any damage or destruction to the Property caused by the Casualty except that Lessee shall satisfy temporary safety measures to vacate the Property and comply with applicable Legal Requirements. All insurance proceeds excluding Lessee Awards and the amount of any insurance deductible or self-insured retention for the Property (or an equivalent sum in the case of self-insurance) shall be paid to, and be the property of Lessor, provided, however, that Lessee shall be entitled to recover from the

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insurance proceeds the cost of any temporary safety measures undertaken by Lessee in order to vacate the Property.

(c)Lessee Awards. Notwithstanding anything to the contrary contained herein, in no event shall Lessor be entitled to proceeds of any insurance maintained by Lessee for Lessee’s Property or any business interruption insurance maintained by Lessee (“Lessee Awards”).

(d)Adjustment of Losses. Provided Lessee has not elected to terminate the Lease as permitted by Section 11.01(b), any net insurance proceeds relating to such Casualty shall be adjusted solely by Lessee and, to the extent necessary to accomplish such adjustment, Lessee is hereby authorized and empowered in the name and on behalf of Lessor and otherwise, to file and prosecute Lessee’s claim, if any, for net insurance proceeds on account of such Casualty.

Section 11.02Condemnation.

(a)Total Condemnation. If at any time during the Lease Term, all of the Property or substantially all (i.e. – in excess of a Partial Condemnation as described in (b) below) shall be appropriated by eminent domain or any other similar action by a public authority (a “Condemnation”), this Lease shall terminate. To the extent the taking authority has a right to rent or payment for use and occupancy during that period, Lessee shall pay that amount to the taking authority and the balance of the Base Annual Rental and other amounts payable hereunder shall be paid to Lessor.

(b)Partial Condemnation. If by Condemnation (any of the below, a “Partial Condemnation”):

(i)any part of the Buildings shall be appropriated and if as a result thereof (and all previous takings with respect to the Property during the Lease Term) the ground floor area of such Buildings shall be reduced to less than ninety percent (90%) of the ground floor area of such Buildings as of the Commencement Date, or

(ii)a part of the parking areas with respect to the Property shall be appropriated and if as a result thereof (and all previous takings with respect to the Property during the Lease Term), the number of parking spaces on the Property shall be reduced by fifteen percent (15%) or more from the number existing as of the Commencement Date, or

(iii)the Property shall cease to have access for pedestrians and motor vehicles to and from the main access drive or roadway serving the Property, or

(iv)there shall cease to be reasonable access for pedestrians between the parking areas and the Buildings on the Property, or

(v)there shall cease to be reasonable access for trucks to and from the loading docks and truck areas serving the Property (unless substitute access, loading docks or truck areas can reasonably be constructed at the Property),

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then Lessee may, if Lessee so elects, terminate this Lease by giving Lessor notice of the exercise of such election within twenty (20) days after the receipt by Lessee of notice of the appropriation.

(c)Termination. In the event of a termination pursuant to this Section 11.02, such termination shall be effective as of the time physical possession of the Property is taken.

(d)No Termination. If this Lease is not terminated as provided in this Section 11.02, then the Lease Term with respect to the Property shall continue, the net proceeds of the award that is payable on account of such condemnation shall be paid to Lessee, Lessee shall promptly restore what may remain of the unappropriated Property to substantially the same condition they were in immediately prior to the taking, taking into consideration the reduction in size, and, regardless of whether such net proceeds are sufficient to do so, and all Base Annual Rental and Additional Rent shall continue unabated. If the estimated cost of the repair or restoration equals or exceeds the Turnover Amount, the entire net proceeds of the award relating to the condemnation or taking, less the Turnover Amount and Lessee Damages, shall be deposited into escrow with the senior Mortgagee, or if there is no mortgage holder, then with a bank mutually agreeable to Lessor and Lessee, and the escrow and disbursement provisions of Section 11.01(a) shall apply (including Lessee’s obligation advance shortfall amounts prior to the funding of escrowed funds) to such net proceeds and the repair or restoration.

(e)Adjustment of Losses. Provided Lessee has not elected to terminate the Lease as permitted by Section 11.02(b) or Section 11.02(g), any net proceeds relating to a Partial or Temporary Condemnation shall be adjusted solely by Lessee and, to the extent necessary to accomplish such adjustment, Lessee is hereby authorized and empowered in the name and on behalf of Lessor and otherwise, to file and prosecute Lessor’s and Lessee’s respective claims, if any, for a net proceeds Award on account of such Condemnation.

(f)Damages. Except as set forth in Section 11.02(d), Section 11.02(e), and Section 11.02(g), Lessee assigns to Lessor any and all rights it may have to damages accruing on account of any appropriation by eminent domain for which damages are payable and agrees to execute such instruments as may be requested by Lessor to evidence the assignment; provided, however, Lessee may make a separate claim for damages payable for any of Lessee’s Property, any so-called special damages to Lessee for interruption to Lessee’s operations or otherwise, or any damages for relocation (collectively, “Lessee Damages”).

(g)Temporary Condemnation. In the event of any Condemnation taking for a duration of one (1) year or less of all or any portion of the Property (a “Temporary Condemnation”), Lessee shall have no right to terminate this Lease and the Base Annual Rental and additional rent shall not be abated, but Lessee shall be entitled to receive the entire award for the Temporary Condemnation, unless the period of occupation and use by the condemning authorities shall extend beyond the date of expiration of this Lease, in which case the award made for the Temporary Condemnation shall be apportioned between Lessor and Lessee as of the date of such expiration. Notwithstanding the foregoing to the contrary, if (x) any Temporary Condemnation occurs during the last three (3) years of the Initial Term or at any time during an Extension Term such Temporary Condemnation is for a duration of more than thirty (30) days, and (z) such Temporary Condemnation satisfies one of clauses (i) through (v) of Section 11.02(b), then Lessee may, if Lessee so elects,

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terminate this Lease by giving Lessor notice of the exercise of such election within twenty (20) days after receipt by Lessee of notice of the appropriation. Upon such termination, Lessor shall be entitled to receive the entire award for the Temporary Condemnation, less any Lessee Damages.

ARTICLE XII

DEFAULT, CONDITIONAL LIMITATIONS,
REMEDIES AND MEASURE OF DAMAGES

Section 12.01Event of Default. Each of the following shall be an event of default by Lessee under this Lease (each, an “Event of Default”):

(a)If Lessee defaults (i) in the payment of any monthly installment of Base Monthly Rental and fails to cure the default within five (5) days after receipt of notice of such default from Lessor; or (ii) in the payment of any other amount owing under this Lease and fails to cure the default within thirty (30) days after receipt of notice of such default from Lessor; and

(b)If Lessee defaults in the performance of any obligation under this Lease that cannot be cured by the payment of money and Lessee does not cure the default within thirty (30) days (or if the default cannot reasonably be cured within thirty (30) days, if Lessee shall not within thirty (30) days commence to cure the default and thereafter diligently pursue the same to completion) after Lessee’s receipt of notice from Lessor specifying in reasonable detail the nature of the default (“First Default Notice”), Lessor shall give a second notice of default (“Second Default Notice”). If Lessee does not cure the default within thirty (30) days (or if such default cannot reasonably be cured within the second thirty (30) day period, if Lessee shall not within the second thirty (30) day period commence to cure such default and thereafter diligently pursue the same to completion) after Lessee’s receipt of the Second Default Notice, and such default results in a material adverse effect on the use, operation and value of the Property, then a “Final Default” shall have occurred.

(c)Upon the (i) filing by or for reorganization or arrangement under any Law relating to bankruptcy or insolvency (unless, in the case of a petition filed against Lessee or such Guarantor, the same is dismissed within sixty (60) days), (ii) appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located in the Property or of Lessee’s interest in this Agreement, where possession is not restored to Lessee within sixty (60) days, (iii) attachment, execution or other judicial seizure of substantially all of Lessee’s assets located in the Premises or of Lessee’s interest in this Lease, (iv) Lessee’s or any Guarantor's convening of a meeting of its creditors or any class thereof for the purpose of effecting a moratorium upon or composition of its debts, or (v) Lessee’s or any Guarantor's insolvency or failure, or admission of an inability, to pay debts as they mature.

At any time prior to the occurrence of a Final Default, Lessee may elect to toll the cure period on account of the default by commencing a declaratory judgment action to determine whether the alleged default exists (“Proceeding”), provided that Lessee shall be required to pay and perform all other obligations under this Lease, including payment of Base Monthly Rental and Additional Rental. Lessee shall prosecute the Proceeding expeditiously and in good faith. If the court

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determines that the alleged default does not qualify as a default and such determination becomes final, Lessee shall not be in default for the alleged default. If the court determines that a default did occur and such determination becomes final or if the Proceeding is dismissed by the court and such dismissal becomes final, then as of the date of such determination or dismissal, the cure period shall commence again and if cure has not been completed by the expiration of the cure period, Lessor shall have all rights as provided herein for a Final Default.

Section 12.02Remedies. (a) Upon the occurrence of an Event of Default, with or without notice or demand, except as otherwise expressly provided herein or such other notice as may be required by statute and cannot be waived by Lessee, Lessor shall, as its sole and exclusive remedy options therefor, have the right and option to either: (i) continue this Lease in effect and recover Rental from Lessee from time to time as it falls due; (ii) terminate Lessee’s right to possession of the Property, without terminating this Lease, and re-enter and repossess the Property; (iii) terminate this Lease; (iv) if the default is non-monetary, cure such default on behalf of Lessee (and the reasonable cost of such curing shall be due and payable to Lessor, as Additional Rent, within ten (10) days after the date of Lessee’s receipt of written notice of such costs from Lessor); or (v) pursue any other remedies that may be provided for elsewhere in this Lease or that may otherwise be available to Lessor in equity, including, without limitation, injunctive relief or specific performance.

(b)If Lessor elects to terminate Lessee’s right to possession of the Property without terminating this Lease, then Lessee shall remain liable to Lessor for the payment of Rental for the balance of the Initial Term (or Extension Term, as applicable) as the same becomes due, and for the payment of any and all reasonable costs incurred by Lessor in connection with a re-letting of the Property, which re-letting shall be on such terms and conditions as are commercially reasonable under the market conditions and circumstances at that time; and any amounts received from such re-letting shall be applied against the monetary obligations of Lessee under this Lease. Repossession by Lessor shall not be construed as an election by Lessor to terminate this Lease unless Lessor delivers written notice to Lessee expressly stating that Lessor is terminating this Lease. For purposes of this Section 12.02, “reasonable costs” of re-letting shall be deemed to include the following costs (but only to the extent such costs are reasonable): costs to repair the Property, brokers’ fees and reasonable attorneys’ fees incurred in connection with the negotiation of a lease with the new lessee.

(c)If Lessor elects to terminate this Lease, then damages shall be determined in accordance with the following formula:

(i)the amount of any unpaid Rental that is owed as of the date of termination; plus

(ii)the net present value of the amount by which any unpaid Rental which would have been owed after the termination date for the balance of the Initial Term (or Extension Term, as applicable) exceeds the amount of rental loss that Lessee proves could have been reasonably avoided through mitigation; plus

(iii)any other amount necessary to compensate Lessor for all of the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease, or

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which in the ordinary course of things would be likely to result therefrom, including the reasonable cost of repairing the Property and reasonable attorneys’ fees.

For purposes of clause (i) above, the amount owed “as of the date of termination” shall be calculated by adding Interest. For purposes of clause (b) above, the “net present value” shall be calculated by discounting the amount at the rate of the then applicable “Prime Rate” (as quoted in The Wall Street Journal or a successor publication if The Wall Street Journal is no longer published) plus one percent (1%).

Section 12.03Default by Lessor. If Lessor fails to perform any covenant or agreement set forth in this Lease, then Lessor shall have thirty (30) days following the date of its receipt of written notice thereof from Lessee to commence the cure of such alleged failure (i.e., default), plus such additional time as may reasonably be needed to complete the cure of the same. If, upon the expiration of such 30-day period such default is not cured, or if such default cannot reasonably be cured within such 30-day period and Lessor has not commenced the cure of such default within such 30-day period (and thereafter diligently prosecuted such curative action to completion), then Lessee may without waiving any other rights or remedies that Lessee may have at law or in equity, cure such default itself on behalf of Lessor and the actual, documented costs thereof shall be due and payable to Lessee from Lessor upon demand by Lessee. Any failure of Lessor to pay the amounts due to Lessee within ten (10) days after the date of Lessor’s receipt of such demand shall entitle Lessor to deduct such amounts, plus Interest, from any amounts due to Lessor under this Lease, including Rental, until Lessee is repaid in full.

Section 12.04Additional Equitable Rights; Mitigation. The rights of Lessor and Lessee set forth in this Lease in the event of a default shall not preclude either party from pursuing any available equitable rights and remedies, including, but not limited to, specific performance and injunctive relief. In the event of an uncured default, the non-defaulting party shall in each event use reasonable efforts to mitigate its damages.

Section 12.05Interest. Any sums not paid when due from one party to the other shall bear interest from the date due until the date repaid in full at a rate per annum (“Interest”) equal to the lesser of (a) the highest lawful rate or (b) the then applicable “Prime Rate” (as quoted in The Wall Street Journal or a successor publication if The Wall Street Journal is no longer published) plus one percent (1%); provided, however, in no event shall such rate exceed twelve percent (12%) per annum.

ARTICLE XIII

MORTGAGE, SUBORDINATION AND ATTORNMENT

Section 13.01No Liens. Lessor’s interest in this Lease and/or the Property shall not be subordinate to any liens or encumbrances placed upon the Property by or resulting from any act of Lessee, and nothing herein contained shall be construed to require such subordination by Lessor. NOTICE IS HEREBY GIVEN THAT LESSEE IS NOT AUTHORIZED TO PLACE OR ALLOW TO BE PLACED ANY LIEN, MORTGAGE, DEED OF TRUST, DEED TO SECURE DEBT, SECURITY INTEREST OR ENCUMBRANCE OF ANY KIND UPON ALL OR ANY PART OF

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THE PROPERTY OR LESSEE’S LEASEHOLD INTEREST THEREIN, AND ANY SUCH PURPORTED TRANSACTION SHALL BE VOID. This prohibition shall not prohibit Lessee from financing or encumbering all or any portion of Lessee’s Property including granting a lien, encumbrance, security interest thereon.

Section 13.02Subordination. This Lease at all times shall be subordinate to the lien of any and all ground leases and Mortgages now or hereafter placed upon the Property by Lessor, provided the holder of any such ground lease or Mortgage enters into an SNDA reasonably acceptable to such holder, Lessor and Lessee. Lessee covenants and agrees to execute and deliver, upon demand, such further instruments subordinating this Lease to the lien of any or all such ground leases and Mortgages as shall be desired by Lessor, or any present or proposed mortgagees under trust deeds, upon the condition that Lessee shall have the right to remain in possession of the Property under the terms of this Lease, notwithstanding any default in any or all such ground leases or Mortgages, or after the foreclosure of any such Mortgages, so long as no Event of Default shall have occurred and be continuing. Lessor agrees to provide Lessee with an SNDA executed by each Lender holding a Mortgage, and Lessee agrees to promptly execute and return such SNDA to Lessor.

Section 13.03Election To Declare Lease Superior. If any mortgagee, receiver or other secured party elects to have this Lease and the interest of Lessee hereunder be superior to any Mortgage and evidences such election by notice given to Lessee, then this Lease and the interest of Lessee hereunder shall be deemed superior to any such Mortgage, whether this Lease was executed before or after such Mortgage and in that event such mortgagee, receiver or other secured party shall have the same rights with respect to this Lease as if it had been executed and delivered prior to the execution and delivery of such Mortgage and had been assigned to such mortgagee, receiver or other secured party.

Section 13.04Attornment. In the event any purchaser or assignee of any Lender at a foreclosure sale acquires title to the Property, or in the event that any Lender or any purchaser or assignee otherwise succeeds to the rights of Lessor as landlord under this Lease, Lessee shall attorn to Lender or such purchaser or assignee, as the case may be (a “Successor Lessor”), and recognize the Successor Lessor as lessor under this Lease, and, subject to the provisions of this Article XIII, this Lease shall continue in full force and effect as a direct lease between the Successor Lessor and Lessee, provided that the Successor Lessor shall only be liable for any obligations of Lessor under this Lease which accrue after the date that such Successor Lessor acquires title (provided, however, the foregoing shall not limit Successor Lessor’s obligation to correct any conditions that existed as of the date of attornment and that violate Successor Lessor’s obligations as “Lessor” under the Lease). The foregoing provision shall be self-operative and effective without the execution of any further instruments.

Section 13.05Execution of Additional Documents. Although the provisions in this Article XIII shall be self-operative and no future instrument of subordination shall be required, upon request by Lessor, Lessee shall execute and deliver whatever instruments may be reasonably required for such purposes.

Section 13.06Notice to Lender. Lessee shall give written notice to any Lender having a recorded lien upon the Property or any part thereof of which Lessee has been notified of any breach

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or default by Lessor of any of its obligations under this Lease and give such Lender at least thirty (30) days beyond any notice period to which Lessor might be entitled to cure such default before Lessee may exercise any remedy with respect thereto.

ARTICLE XIV

ASSIGNMENT

Section 14.01Assignment by Lessor. As a material inducement to Lessor’s willingness to enter into the transactions contemplated by this Lease, Lessee hereby agrees that Lessor may, subject to the provisions of Section 16.03 of this Lease, from time to time and at any time and without the consent of Lessee, engage in all or any combination of the following, or enter into agreements in connection with any of the following or in accordance with requirements that may be imposed by applicable securities, tax or other Laws: the sale, assignment, grant, conveyance, transfer, financing, re-financing, purchase or re-acquisition of all, less than all or any portion of the Property or this Lease, Lessor’s right, title and interest in this Lease, the servicing rights with respect to any of the foregoing, or participations in any of the foregoing. Without in any way limiting the foregoing, the parties acknowledge and agree that Lessor, in its sole discretion, may assign this Lease or any interest herein to another Person (including without limitation, a “taxable REIT subsidiary” (within the meaning of Section 856(l) of the Code)) in order to maintain Lessor’s or any of its Affiliates’ status as a REIT); provided, however, that Lessor shall be required to (i) comply with any applicable legal requirements related to such transfer, and (ii) give Lessee written notice of any such assignment; and provided, further, that any such assignment shall be subject to all of the rights of Lessee hereunder. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee (so long as Lessor and such purchaser or assignee notify Lessee in writing of such transfer and such purchaser or assignee expressly assumes in writing the obligations of Lessor hereunder from and after the date of such assignment). At the request of Lessor, Lessee will execute such documents confirming the sale, assignment or other transfer and such other agreements as Lessor may reasonably request, provided that the same do not increase the liabilities and obligations of Lessee hereunder. Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale.

Section 14.02No Assignment by Lessee. (a) Without the prior written consent of Lessor, and except as provided in Section 14.02(b) below (any one of the following, a “Consent-Needed Transaction”): (i) Lessee shall not assign, transfer, convey, pledge or mortgage this Lease or any interest therein, whether by operation of law or otherwise, in whole or in part; (ii) no Change in Control shall occur; (iii) no equity or ownership interest in Lessee shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of Lessee; and (iv) Lessee shall not sublet all or any part of the Property. No assignment of this Lease or subletting of the Property shall relieve Lessee of any of its obligations under this Lease. If Lessor and any assignee of Lessee’s interest in this Lease modify or amend this Lease without Lessee’s consent so as to increase the obligations of Lessee, Lessee’s liability shall not be increased, but shall continue as it existed prior to the modification or amendment. Renewals of any sublease previously approved shall not require further approval. Lessor shall approve or deny such request for consent as soon as practicable but no later

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than fifteen (15) days after receipt of Lessee’s notice to Lessor requesting consent together with all materials and any other information (and in such reasonable detail) as may be reasonably necessary to evaluate the proposed transaction and the affected parties. Lessor’s approval of any Consent-Needed Transaction shall be deemed to have been given if a request for approval is submitted to Lessor and Lessor does not respond by approving such proposed Consent-Needed Transaction or stating in reasonable details its objections to such proposed Consent-Needed Transaction within fifteen (15) days after Lessor’s receipt of such request for approval and all materials and information required by the immediately preceding sentence. Notwithstanding the foregoing, a mere change or conversion of Lessee’s corporate form (as an example and without limitation, a conversion from a corporation to a limited liability company or a change of Lessee’s state of formation), at any time or from time to time during the Term, shall be deemed not to be a Consent-Needed Transaction and Lessor shall have no right to consent to any such change or conversion.

(b)Notwithstanding anything to the contrary contained in this Section 14.02 and provided that no material Event of Default has occurred and is continuing, Lessee (or any Affiliate of Lessee) shall have the right, without Lessor’s consent, at any one time or multiple times during the Lease Term, to (i) assign this Lease to an Affiliate of Lessee; (ii) assign this Lease or sublet the whole of the Property to a Permitted Transferee; (iii) sublet all or a portion of the Property to a Person under the control of Lessee solely for the purpose of such entity obtaining a liquor license for the Restaurant; (iv) consummate a public offering of common stock or other equity interests of Lessee, or any direct or indirect controlling party of any of them (including any public offering of common stock or other equity interests of Lessee, or any direct or indirect controlling party of any of them that may result in a Change in Control) on a nationally or regionally recognized exchange; (v) transfer, convey or pledge any interest in a Person that is a U.S. Publicly Traded Entity (including a transfer, conveyance or other transaction that results in the delisting of a U.S. Publicly Traded Entity), whether by operation of law or otherwise, (vi) assign or transfer this Lease to a Spinoff Entity notwithstanding that such assignment or transfer may result in a Change in Control; or (vii) sublease, license, or enter into a concession agreement, kiosk agreement or occupancy agreement of all or any part of the Property if the use contemplated under any such sublease, license, concession agreement, kiosk agreement or occupancy agreement does not breach the provisions of Section 8.01 hereof and the term of such sublease, license, concession agreement, kiosk agreement or occupancy agreement does not exceed the Lease Term, as the same may have been extended; provided that: (w) within thirty (30) days after Lessee’s entering into any permitted sublease, license, concession agreement, kiosk agreement or occupancy agreement, or assignment described in subsections (i) through (vi) of this Section 14.02(b), Lessee shall provide Lessor with written notice thereof, together with a copy of the executed sublease, license, concession agreement, kiosk agreement or occupancy agreement, or assignment; (x) there are no material uncured Events of Default at the time of consummating any of the above transactions; (y) with respect to an assignment, the transferee of Lessee shall assume the terms, conditions and provisions of this Lease and (z) no assignment of this Lease or subletting of the Property shall relieve Lessee of any of its obligations under this Lease. For purposes of this Section 14.02(b), the word “controlling” means having the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of Lessee.

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Section 14.03Cure Rights Upon Assignee Default. Upon a default by an assignee of Lessee’s interest in this Lease, Lessor shall not exercise any rights or remedies on account of such default unless Lessor gives notice of such default to the Lessee named herein or its successor by merger, consolidation or stock sale (“Original Lessee”), as well as the tenant in possession, and the opportunity to cure such default within the period of time permitted under the default provisions of this Lease. If this Lease is terminated by Lessor following such notice, then the Original Lessee shall not be liable for any obligations under this Lease unless at the time of termination, Lessor offers the Original Lessee a new lease for the balance of the Lease Term upon the provisions contained in this Lease and any modification of this Lease consented to by Original Lessee, conditioned upon the agreement of the Original Lessee to cure any then existing defaults under this Lease which are susceptible to cure by the Original Lessee and which are specified in Lessor’s offer to Original Lessee.

ARTICLE XV

NOTICES

Section 15.01Notices. All notices, demands, designations, certificates, requests, offers, consents, approvals, appointments and other instruments given pursuant to this Lease shall be in writing and given by any one of the following: (a) hand delivery; (b) nationally recognized express overnight delivery service; (c) certified or registered mail, return receipt requested; or (d) email, and shall be deemed to have been delivered upon (i) receipt, if hand delivered; (ii) the next Business Day, if delivered by a reputable nationally recognized express overnight delivery service; (iii) upon receipt or refusal of acceptance of delivery, if sent by certified or registered mail, return receipt requested; or (iv) transmission, if delivered by email provided a confirming copy is simultaneously sent by the method described in (b) above. Notices shall be provided to the parties and addresses (or electronic mail addresses) specified below:

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If to Lessee:	[________________] c/o: Darden Restaurants, Inc. Attn: Property Law Administration Dept. 1000 Darden Center Drive Orlando, FL 32837 Telephone No.: (407) 245-4000
	With a copy to:
	[________________] c/o: Darden Restaurants, Inc. Attn: General Counsel 1000 Darden Center Drive Orlando, FL 32837 Telephone No.: (407) 245-4000
If to Lessor:	[________________] [________________] [________________] [________________]
	With a copy to:
	[________________] [________________] [________________] [________________]

or to such other address or such other person as either party may from time to time hereafter specify to the other party in a notice delivered in the manner provided above.

ARTICLE XVI

RIGHT OF FIRST OFFER

Section 16.01First Offer. Provided that no material Event of Default has occurred and is continuing, if Lessor shall desire to sell or convey the Property to a third party that is not an Affiliate of Lessor, then Lessor shall first give Lessee the right to purchase the Property for a price and on terms and conditions determined by Lessor and set forth in a notice given to Lessee (the “Offer”). Lessee shall have twenty (20) Business Days from receipt of the Offer within which to elect to purchase the Property on the precise terms and conditions of the Offer (except that if the Offer shall be in whole or in part for consideration other than cash, Lessee shall have the right to pay in cash the fair market value of such noncash consideration). If Lessee elects to so purchase the Property, Lessee shall give to Lessor written notice thereof (“Acceptance Notice”) and the closing shall be held within forty-five (45) days after the date of the Acceptance Notice or such longer period of time as is set forth in the Offer, whereupon Lessor shall convey the Property to Lessee. At the closing, Lessor shall deliver to Lessee a special warranty deed (or local equivalent) sufficient to

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convey to Lessee fee simple title to the Property free and clear of all easements, rights-of-way, encumbrances, liens, covenants, conditions, restrictions, obligations and liabilities, except for any such matters in effect upon the acquisition of the Property by Lessor, such matters created, suffered or consented to in writing by Lessee or arising by reason of the failure of Lessee to have observed or performed any term, covenant or agreement of this Lease to be observed or performed by Lessee, and the lien of any taxes then affecting the Property; provided, however, that if the Offer contemplates that the Property is to be conveyed subject to any existing financing then the Property shall be conveyed subject to the mortgage or deed of trust securing such financing unless Lessee elects to pay off such financing in accordance with the terms of the applicable loan documents (provided that Lessee shall not be responsible for payment of any late charges or other charges that are not directly related to the payoff). If Lessee does not timely elect to purchase the Property, Lessor shall, subject to Section 16.03, be free to sell the Property to any other Person within twelve (12) months of Lessee’s rejection or deemed rejection without being required to comply again with the foregoing provisions of this Section 16.01, provided that, if Lessor intends to sell the Property (i) after such twelve (12) month period, or (ii) within such twelve (12) month period at a price less than ninety-five percent (95%) of the price described in the Offer, Lessor shall give Lessee written notice, setting forth the applicable purchase price and terms and conditions, and Lessee shall have twenty (20) business days to elect in writing to purchase the Property at such purchase price and on such terms and conditions. The right of first offer granted by this Section 16.01 with respect to the Property shall not survive the expiration or earlier termination of this Lease.

Section 16.02Excluded Transaction. Notwithstanding anything to the contrary herein, Lessee’s right of first offer shall not apply to (i) any transfer of the Property to an Affiliate of Lessor, or (ii) any sale or conveyance of the Property in a foreclosure sale (or similar proceeding) of a bona fide mortgage or deed of trust or to any conveyance in lieu of foreclosure of such bona fide mortgage or deed of trust.

Section 16.03Restrictions on Sale and Assignment. So long as this Lease is in effect, no Event of Default has occurred and is continuing and the Property is then being operated as a Permitted Facility, Lessor agrees not to sell, transfer, assign or otherwise convey the Property to (i) any nationally recognized casual or fine dining brand restaurant or entity operating the same, or (ii) any other regionally recognized casual or fine dining brand restaurant or entity operating the same with at least twenty-five (25) units or (iii) Affiliates of the above entities.

ARTICLE XVII

REIT PROTECTIONS

Section 17.01Rents from Real Property. The parties hereto intend that the Rental and other amounts paid by Lessee to Lessor hereunder will qualify as "rents from real property" within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto and this Lease shall be interpreted consistent with this intent.

Section 17.02Lessee Assignment. Notwithstanding anything to the contrary contained in this Lease, Lessee shall not without Lessor's advance written consent (which consent shall not be unreasonably withheld) (i) sublet, assign or enter into a management arrangement for the

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Property on any basis such that the rental or other amounts to be paid by the subtenant, assignee or manager thereunder would be based, in whole or in part, on either (x) the income or profits derived by the business activities of the subtenant, assignee or manager or (y) any other formula such that any portion of any amount received by Lessor may fail to qualify as "rents from real property" within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto; (ii) sublet, assign or enter into a management arrangement for the Property to any Person (other than a "taxable REIT subsidiary" (within the meaning of Section 856(l) of the Code) of Lessor) in which Lessor owns an interest, directly or indirectly (by applying constructive ownership rules set forth in Section 856(d)(5) of the Code); or (iii) sublet, assign or enter into a management arrangement for the Property in any other manner which could cause any portion of the amounts received by Lessor pursuant to this Lease or any sublease to fail to qualify as "rents from real property" within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto, or which could cause any other income of Lessor to fail to qualify as income described in Section 856(c)(2) of the Code. The requirements of this Section 17.02 shall likewise apply to any further subleasing by any sublessee.

Section 17.03Lessee Cooperation. Notwithstanding anything to the contrary contained in this Lease, upon request of Lessor, Lessee shall (a) cooperate with Lessor in good faith and provide such documentation and/or information as may be in Lessee's possession or under Lessee's control and otherwise readily available to Lessee as shall be reasonably requested by Lessor in connection with Lessor’s qualification as a REIT; and (b) take such reasonable action as may be requested by Lessor from time to time to ensure that the Rental and other amounts paid by Lessee to Lessor hereunder qualify as “rents from real property” within the meaning of Sections 856(c) and (d) of the Code and the Treasury Regulations thereunder and do not constitute, without limitation, either (x) amounts the determination of which depends in whole or in part on the income or profits of any person, within the meaning of Section 856(c)(1)(g) of the Code, or (y) amounts attributable to personal property if, at the beginning and end of a calendar year, such amounts exceed fifteen percent (15%) of the total Rental and other amounts due hereunder, within the meaning of Section 856(d)(1)(C) of the Code; provided that this Section 17.03 does not (i) increase Lessee's monetary obligations under this Lease; (ii) materially and adversely increase Lessee's nonmonetary obligations under this Lease; or (iii) materially diminish Lessee's rights under this Lease.

ARTICLE XVIII

MISCELLANEOUS

Section 18.01Force Majeure. Any prevention, delay or stoppage due to strikes, lockouts, acts of God, enemy or hostile governmental action, civil commotion, Casualty beyond the control of the party obligated to perform (each, a “Force Majeure Event”) shall excuse the performance by such party for a period equal to any such prevention, delay or stoppage, expressly excluding, however, the obligations imposed upon Lessee with respect to Rental and other Monetary Obligations to be paid hereunder.

Section 18.02No Merger. There shall be no merger of this Lease nor of the leasehold estate created by this Lease with the fee estate in or ownership of the Property by reason of the fact that

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the same person, corporation, firm or other entity may acquire or hold or own, directly or indirectly, (a) this Lease or the leasehold estate created by this Lease or any interest in this Lease or in such leasehold estate, and (b) the fee estate or ownership of the Property or any interest in such fee estate or ownership. No such merger shall occur unless and until all persons, corporations, firms and other entities having any interest in (i) this Lease or the leasehold estate created by this Lease, and (ii) the fee estate in or ownership of the Property or any part thereof sought to be merged shall join in a written instrument effecting such merger and shall duly record the same.

Section 18.03Interpretation. Lessor and Lessee acknowledge and warrant to each other that each has been represented by independent counsel and has executed this Lease after being fully advised by said counsel as to its effect and significance. This Lease shall be interpreted and construed in a fair and impartial manner without regard to such factors as the party which prepared the instrument, the relative bargaining powers of the parties or the domicile of any party. Whenever in this Lease any words of obligation or duty are used, such words or expressions shall have the same force and effect as though made in the form of a covenant.

Section 18.04Characterization. The following expressions of intent, representations, warranties, covenants, agreements, stipulations and waivers are a material inducement to Lessor entering into this Lease:

(a)Lessor and Lessee intend that (i) this Lease is a “true lease” for U.S. federal income tax purposes, and is not a financing lease, capital lease, mortgage, equitable mortgage, deed of trust, trust agreement, security agreement or other financing or trust arrangement, and the economic realities of this Lease are those of a true lease; and (ii) the business relationship created by this Lease and any related documents is solely that of a long-term commercial lease between Lessor and Lessee, the Lease has been entered into by both parties in reliance upon the economic and legal bargains contained herein, and none of the agreements contained herein is intended, nor shall the same be deemed or construed, to create a partnership (de facto or de jure) between Lessor and Lessee, to make them joint venturers, to make Lessee an agent, legal representative, partner, subsidiary or employee of Lessor, nor to make Lessor in any way responsible for the debts, obligations or losses of Lessee.

(b)Lessor and Lessee covenant and agree that: (i) each will treat this Lease as an operating lease pursuant to Statement of Financial Accounting Standards No. 13, as amended, and as a true lease for state law reporting purposes and for federal income tax purposes; (ii) each party will not take any action (nor permit any action) or fail to take any action with respect to the preparation or filing of any statement or disclosure to Governmental Authority, including without limitation, any income tax return (including an amended income tax return), to the extent that such action or such failure to take action would be inconsistent with the intention of the parties expressed in this Section 18.04; (iii) with respect to the Property, the Lease Term (including the first three Extension Terms) is less than eighty percent (80%) of the estimated remaining economic useful life of the Property; and (iv) the Base Annual Rental is the fair market value for the use of the Property and was agreed to by Lessor and Lessee on that basis, and the execution and delivery of, and the performance by Lessee of its obligations under, this Lease do not constitute a transfer of all or any part of the Property.

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(c)Lessee waives any claim or defense based upon the characterization of this Lease as anything other than a true lease. Lessee stipulates and agrees (i) not to challenge the validity, enforceability or characterization of the lease of the Property as a true lease; and (ii) not to assert or take or omit to take any action inconsistent with the agreements and understandings set forth in this Section 18.04.

Section 18.05Confidentiality. The parties agree that, notwithstanding any provision contained in this Lease, neither party, nor its respective agents, representatives, employees, partners, members, officers or directors will disclose the economic terms of this Lease or any Proprietary Information unless prior consent to such disclosure is obtained from the other party, which consent may be withheld at either party’s sole discretion. Each party shall hold in strict confidence and shall disclose Proprietary Information, without the other party’s consent being required, only to Lessor’s or Lessee’s employees, agents, attorneys, accountants, consultants, investors, potential investors, lenders (including any participants in any loan, any trustee in any securitization of any loan, or any statistical rating agency assigning a rating to the securities issued by the trust in such securitization), potential lenders, purchasers, potential purchasers and service providers who have a reason to know such Proprietary Information in order to assist or complete a transaction with Lessor or Lessee, as the case may be, provided that Lessor and Lessee shall remain liable for any breach of the provisions of this Section 18.05 by any of the parties for whom it is responsible. Neither Lessor nor Lessee nor any of their respective employees, agents, attorneys, accountants, consultants, investors, potential investors, lenders or service providers shall disclose Proprietary Information to any other person or entity except in connection with any tax, regulatory or loan securitization obligations or use Proprietary Information for its or their benefit or for any purpose not expressly agreed upon in writing by the party originating the Proprietary Information. The obligation hereunder to maintain the confidentiality of Proprietary Information and to refrain from use of Proprietary Information for any purposes not agreed upon shall not expire. The foregoing restriction on the dissemination of Proprietary Information shall not apply to any Proprietary Information which (i) is disclosed in a printed publication available to the public or is otherwise in the public domain through no act of the party to whom the Proprietary Information has been provided, (ii) is approved for release by written authorization of an officer of the party to whom the Proprietary Information belongs, (iii) is required to be disclosed by proper order of a court of competent jurisdiction after adequate notice to the party to whom the Proprietary Information belongs in order to allow that party to seek a protective order therefor or (iv) is required under any Legal Requirement (including, without limitation, under the Securities Act or the Exchange Act).

Section 18.06Bankruptcy. As a material inducement to Lessor executing this Lease, Lessee acknowledges and agrees that Lessor is relying upon (a) the financial condition and specific operating experience of Lessee and Lessee’s obligation to use the Property as a Permitted Facility; (b) Lessee’s timely performance of all of its obligations under this Lease notwithstanding the entry of an order for relief under the Bankruptcy Code for Lessee; and (c) all defaults under this Lease being cured promptly and this Lease being assumed within sixty (60) days of any order for relief entered under the Bankruptcy Code for Lessee, or this Lease being rejected within such sixty (60)-day period and the Property surrendered to Lessor. Accordingly, in consideration of the mutual covenants contained in this Lease and for other good and valuable consideration, Lessee hereby agrees that: (i) all obligations that accrue under this Lease (including the obligation to pay the

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Rental), from and after an Insolvency Event shall be timely performed exactly as provided in this Lease and any failure to so perform shall be harmful and prejudicial to Lessor; (ii) any and all Rental that accrue from and after an Insolvency Event and that are not paid as required by this Lease shall, in the amount of such Rental, constitute administrative expense claims allowable under the Bankruptcy Code with priority of payment at least equal to that of any other actual and necessary expenses incurred after an Insolvency Event; (iii) any extension of the time period within which Lessee may assume or reject this Lease without an obligation to cause all obligations under this Lease to be performed as and when required under this Lease shall be harmful and prejudicial to Lessor; (iv) any time period designated as the period within which Lessee must cure all defaults and compensate Lessor for all pecuniary losses which extends beyond the date of assumption of this Lease shall be harmful and prejudicial to Lessor; (v) any assignment of this Lease must result in all terms and conditions of this Lease being assumed by the assignee without alteration or amendment, and any assignment which results in an amendment or alteration of the terms and conditions of this Lease without the express written consent of Lessor shall be harmful and prejudicial to Lessor; (vi) any proposed assignment of this Lease shall be harmful and prejudicial to Lessor if made to an assignee[: (A)] that does not possess financial condition adequate to operate Permitted Facilities upon the Property or operating performance and experience characteristics satisfactory to Lessor equal to or better than the financial condition, operating performance and experience of Lessee as of the Commencement Date; [or (B) that does not provide guarantors of the lease obligations with financial condition equal to or better than the financial condition of the [Guarantor] as of the Commencement Date;] and (vii) the rejection (or deemed rejection) of this Lease for any reason whatsoever shall constitute cause for immediate relief from the automatic stay provisions of the Bankruptcy Code, and Lessee stipulates that such automatic stay shall be lifted immediately and possession of the Property will be delivered to Lessor immediately without the necessity of any further action by Lessor. No provision of this Lease shall be deemed a waiver of Lessor’s rights or remedies under the Bankruptcy Code or applicable Law to oppose any assumption and/or assignment of this Lease, to require timely performance of Lessee’s obligations under this Lease, or to regain possession of the Property as a result of the failure of Lessee to comply with the terms and conditions of this Lease or the Bankruptcy Code. Notwithstanding anything in this Lease to the contrary, all amounts payable by Lessee to or on behalf of Lessor under this Lease, whether or not expressly denominated as such, shall constitute “rent” for the purposes of the Bankruptcy Code. For purposes of this Section addressing the rights and obligations of Lessor and Lessee upon an Insolvency Event, the term “Lessee” shall include Lessee’s successor in bankruptcy, whether a trustee, Lessee as debtor in possession or other responsible person.

Section 18.07Attorneys’ Fees. In the event of any judicial or other adversarial proceeding concerning this Lease, to the extent permitted by Law, the prevailing party shall be entitled to recover all of its reasonable attorneys’ fees and other Costs in addition to any other relief to which it may be entitled from the non-prevailing party.

Section 18.08Memoranda of Lease. Concurrently with the execution of this Lease, Lessor and Lessee are executing Lessee’s standard form memorandum of lease in recordable form, indicating the names and addresses of Lessor and Lessee, a description of the Property, the Lease Term, but omitting the Rental and such other terms of this Lease as Lessee may not desire to disclose to the public. Further, upon Lessor’s request, Lessee agrees to execute and acknowledge a

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termination of lease and/or quitclaim deed in recordable form to be held by Lessor until the expiration or sooner termination of the Lease Term; provided, however,if Lessee shall fail or refuse to sign such a document in accordance with the provisions of this Section within ten (10) days following a request by Lessor, Lessee irrevocably constitutes and appoints Lessor as its attorney-in-fact to execute and record such document, it being stipulated that such power of attorney is coupled with an interest and is irrevocable and binding.

Section 18.09No Brokerage. Lessor and Lessee represent and warrant to each other that they have had no conversation or negotiations with any broker concerning the leasing of the Property that may be entitled to a commission. Each of Lessor and Lessee agrees to protect, indemnify, save and keep harmless the other, against and from all liabilities, claims, losses, Costs, damages and expenses, including attorneys’ fees, arising out of, resulting from or in connection with their breach of the foregoing warranty and representation.

Section 18.10Waiver of Jury Trial and Certain Damages. LESSOR AND LESSEE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER OR ITS SUCCESSORS WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS LEASE, THE RELATIONSHIP OF LESSOR AND LESSEE, LESSEE’S USE OR OCCUPANCY OF THE PROPERTY, AND/OR ANY CLAIM FOR INJURY OR DAMAGE, OR ANY EMERGENCY OR STATUTORY REMEDY. THIS WAIVER BY THE PARTIES HERETO OF ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY HAS BEEN NEGOTIATED AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN. FURTHERMORE, LESSOR AND LESSEE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT IT MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES FROM THE OTHER PARTY AND ANY OF THE AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, MANAGERS OR EMPLOYEES OF THE OTHER PARTY OR ANY OF THEIR SUCCESSORS WITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS LEASE OR ANY DOCUMENT CONTEMPLATED HEREIN OR RELATED HERETO. THE WAIVER BY LESSOR AND LESSEE OF ANY RIGHT IT MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES HAS BEEN NEGOTIATED BY THE PARTIES HERETO AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN.

Section 18.11State-Specific Provisions. The provisions and/or remedies which are set forth on the attached Exhibit B shall be deemed a part of and included within the terms and conditions of this Lease.

Section 18.12Time Is of the Essence; Computation. Time is of the essence with respect to each and every provision of this Lease. If any deadline provided herein falls on a non-Business Day, such deadline shall be extended to the next day that is a Business Day.

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Section 18.13Waiver and Amendment. No provision of this Lease shall be deemed waived or amended except by a written instrument unambiguously setting forth the matter waived or amended and signed by the party against which enforcement of such waiver or amendment is sought. Waiver of any matter shall not be deemed a waiver of the same or any other matter on any future occasion. No acceptance by Lessor of an amount less than the Rental and other Monetary Obligations stipulated to be due under this Lease shall be deemed to be other than a payment on account of the earliest such Rental or other Monetary Obligations then due or in arrears nor shall any endorsement or statement on any check or letter accompanying any such payment be deemed a waiver of Lessor’s right to collect any unpaid amounts or an accord and satisfaction.

Section 18.14Successors Bound. Except as otherwise specifically provided herein, the terms, covenants and conditions contained in this Lease shall bind and inure to the benefit of the respective heirs, successors, executors, administrators and assigns of each of the parties hereto.

Section 18.15Captions. Captions are used throughout this Lease for convenience of reference only and shall not be considered in any manner in the construction or interpretation hereof.

Section 18.16Other Documents. Each of the parties agrees to sign such other and further documents as may be reasonably necessary or appropriate to carry out the intentions expressed in this Lease.

Section 18.17Entire Agreement. This Lease and any other instruments or agreements referred to herein, constitute the entire agreement between the parties with respect to the subject matter hereof, and there are no other representations, warranties or agreements except as herein provided.

Section 18.18Forum Selection; Jurisdiction; Venue; Choice of Law. For purposes of any action or proceeding arising out of this Lease, the parties hereto expressly submit to the jurisdiction of all federal and state courts located in the State in which the Property is located. Lessee consents that it may be served in the State of Florida in accordance with applicable law. Furthermore, Lessee and Lessor waive and agree not to assert in any such action, suit or proceeding that it is not personally subject to the jurisdiction of such courts, that the action, suit or proceeding is brought in an inconvenient forum or that venue of the action, suit or proceeding is improper. This Lease shall be governed by, and construed with, the laws of the applicable state in which the Property is located, without giving effect to any state’s conflict of laws principles.

Section 18.19Counterparts. This Lease may be executed in one or more counterparts, each of which shall be deemed an original.

[Remainder of page intentionally left blank; signature page(s) to follow]

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IN WITNESS WHEREOF, Lessor and Lessee have entered into this Lease as of the date first above written.

Signed, sealed and delivered in the presence of the following witnesses: ___________________________________ Signature of Witness ___________________________________ Printed Name of Witness ___________________________________ Signature of Witness ___________________________________ Printed Name of Witness LESSOR: _____________________________________, a __________________________ By:__________________________________ Printed Name:_________________________ Title:________________________________

STATE OF ______________COUNTY OF ____________

The foregoing instrument was acknowledged before me this _____ day of ___________, 2015, by ________________________________, as ______________ of __________________________________, a ________________ corporation, on behalf of the corporation. He (She) _____ is personally known to me or _____ has produced ___________________________ as identification.

(NOTARY SEAL)
	Notary Public Signature
	(Name typed, printed or stamped)

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IN WITNESS WHEREOF, Lessor and Lessee have entered into this Lease as of the date first above written.

Signed, sealed and delivered in the presence of the following witnesses: ___________________________________ Signature of Witness ___________________________________ Printed Name of Witness ___________________________________ Signature of Witness ___________________________________ Printed Name of Witness LESSEE: _____________________________________, a __________________________ By:__________________________________ Printed Name:_________________________ Title:________________________________

STATE OF FLORIDACOUNTY OF ORANGE

The foregoing instrument was acknowledged before me this _____ day of ___________, 2015, by ________________________________, as ______________ of __________________________________, a ________________ corporation, on behalf of the corporation. He (She) ______ is personally known to me or ______ has produced ___________________________ as identification.

(NOTARY SEAL)
	Notary Public Signature
	(Name typed, printed or stamped)

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EXHIBITS

EXHIBIT A	- LEGAL DESCRIPTION
EXHIBIT B	- STATE-SPECIFIC PROVISIONS
SCHEDULE 1.13	- BASE ANNUAL RENT SCHEDULE

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EXHIBIT ALEGAL DESCRIPTION

A-1

EXHIBIT B
STATE-SPECIFIC PROVISIONS

B-1

SCHEDULE 1.13

BASE ANNUAL RENT SCHEDULE

Schedule 1.13

EX-10.2

Exhibit 10.2

GUARANTY OF LEASE

GUARANTY OF LEASE (this “Guaranty”) made as of ___________ __, 2015, by DARDEN RESTAURANTS, INC., a Florida corporation (together with its successors and assigns, “Guarantor”) to a ______________________ (together with its successors and assigns, “Lessor”).

R E C I T A L S

A.Lessor and ______________, a ____________________ (“Lessee”) have entered into that certain Lease dated as of the date hereof (as may be extended, amended, restated or supplemented from time to time, the “Lease”), pursuant to which Lessor leases to Lessee, and Lessee rents from Lessor, the Property.

B.    Guarantor is the indirect parent of Lessee, and will derive substantial economic benefit from the execution and delivery of the Lease.

C.    Guarantor acknowledges that Lessor would not enter into the Lease unless this Guaranty accompanied the execution and delivery of the Lease.

D.    Guarantor hereby acknowledges receipt of a copy of the Lease.

NOW, THEREFORE, in consideration of the execution and delivery of the Lease and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor covenants and agrees as follows:

1.DEFINITIONS. Defined terms used in this Guaranty and not otherwise defined herein have the meanings assigned to them in the Lease.

2. COVENANTS OF GUARANTOR.

(a)    Guarantor absolutely, unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety: (i) the full and prompt payment of all Rental and all other sums and charges of every type and nature payable by Lessee under the Lease, whether due by acceleration or otherwise, including costs and expenses of collection and (ii) the full, timely and complete performance of all covenants, terms, conditions, obligations, indemnities and agreements to be performed by Lessee under the Lease, including any indemnities or other obligations of Lessee that survive the expiration or earlier termination of the Lease (all of the obligations described in clauses (i) and (ii), are collectively referred to herein as the “Obligations”). If Lessee defaults under this Lease, Guarantor will, after notice thereof from Lessor to Guarantor pursuant to Section 7 hereof, promptly pay and perform all of the outstanding Obligations, and pay all damages, costs and expenses to which Lessor is entitled pursuant to the Lease and this Guaranty.

(b)    Guarantor agrees with Lessor that (i) any action, suit or proceeding of any kind or nature whatsoever (an “Action”) commenced by Lessor against Guarantor or Lessee to collect Rental and any other sums and charges due under the Lease for any month or months shall not prejudice in any way Lessor’s rights to collect any such amounts due for any subsequent month or months throughout the Term in any subsequent Action, (ii) Lessor may, at its option, without prior notice or demand, join Guarantor, in any Action against Lessee in connection with or based upon the Lease and any of the Obligations, (iii) Lessor may seek and obtain recovery against Guarantor in an Action

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against Lessee or in any independent Action against Guarantor without Lessor first exhausting any remedy or claim against Lessee, (iv) Lessor may (but shall not be required to) exercise its rights against each of Guarantor and Lessee concurrently, and (v) Guarantor will be conclusively bound by a judgment entered in any Action in favor of Lessor against Lessee as if Guarantor were a party to such Action, irrespective of whether or not Guarantor is entered as a party or participates in such Action.

(c)    Guarantor agrees that, in the event of the rejection or disaffirmance of the Lease by Lessee or Lessee’s trustee in bankruptcy, pursuant to state or federal creditors’ proceedings, receivership, bankruptcy or other proceeding pursuant to any other law affecting creditors’ rights (individually or collectively, a “Bankruptcy Event”), Guarantor will, if Lessor so requests, assume all obligations and liabilities of Lessee under the Lease, to the same extent as if Guarantor was a party to such document and there had been no such rejection or disaffirmance; and Guarantor will confirm such assumption, in writing, at the request of Lessor upon or after such rejection or disaffirmance. Guarantor, upon such assumption, shall have all rights of Lessee under the Lease to the fullest extent permitted by law, and shall be entitled to a new lease on all of the terms and conditions of the Lease with respect to the unexpired portion of the Lease (to the extent permitted by law).

3. GUARANTOR’S OBLIGATIONS UNCONDITIONAL.

(a)    This Guaranty is an absolute and unconditional guaranty of payment and of performance, and not of collection, and shall be enforceable against Guarantor without the necessity of the commencement by Lessor of any Action against Lessee, and without the necessity of any notice of nonpayment, nonperformance or nonobservance, or any notice of acceptance of this Guaranty, or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives in advance, other than as expressly required under the Lease. The obligations of Guarantor hereunder are independent of, and to the extent expressly set forth in this Guaranty may exceed, the obligations of Lessee.

(b)    This Guaranty is a continuing guarantee and will remain in full force and effect and the liability of Guarantor hereunder shall be absolute and unconditional irrespective of any or all of the following: (i) any renewals, extensions, modifications, alterations or amendments of the Lease (regardless of whether Guarantor consented to or had notice of same); (ii) any releases or discharges of Lessee other than the full release and complete discharge of all of the Obligations; (iii) Lessor’s failure or delay to assert any claim or demand or to enforce any of its rights against Lessee; (iv) any extension of time that may be granted by Lessor to Lessee; (v) any assignment or transfer of all of any part of Lessee’s interest under the Lease (whether by Lessee, by operation of law, or otherwise); (vi) any subletting, concession, franchising, licensing or permitting of the Property or any portion thereof; (vii) any changed or different use of the Property (or any portion thereof); (viii) any other dealings or matters occurring between Lessor and Lessee; (ix) the taking by Lessor of any additional guarantees, or the receipt by Lessor of any collateral, from Lessee or any other persons or entities; (x) the release by Lessor of any other guarantor; (xi) Lessor’s release of any security provided under the Lease; (xii) any assumption by any person of any or all of Lessee’s obligations under the Lease, or Lessee’s assignment of any or all of its rights and interests under the Lease, (xiii) the power or authority or lack thereof of Lessee to execute, acknowledge or deliver the Lease; (xiv) the existence, non-existence or lapse at any time of Lessee as a legal entity or the existence, non-existence or termination of any corporate, ownership, business or other relationship between Lessee and Guarantor; (xv) any sale or assignment by Lessor of either or both of this Guaranty and the Lease (including, but not limited to, any direct or collateral assignment by Lessor to any mortgagee) in accordance with the terms of the Lease; (xvi) the solvency or lack of solvency of Lessee at any time or from time to time; (xvii) Lessee’s holding over at the end of or earlier termination of the term, or (xviii) any other cause, whether similar or dissimilar to any of the foregoing, that might constitute a legal or equitable discharge of Guarantor (whether or not Guarantor shall have knowledge or notice thereof) other than payment and performance in full of the Obligations. Without in any way

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limiting the generality of the foregoing, Guarantor specifically agrees that (A) if Lessee’s obligations under the Lease are modified or amended with the express written consent of Lessor, this Guaranty shall extend to such obligations as so amended or modified without notice to, consideration to, or the consent of, Guarantor, and (B) this Guaranty shall be applicable to any obligations of Lessee arising in connection with a termination of the Lease, whether voluntary or otherwise. Guarantor hereby consents, prospectively, to Lessor’s taking or entering into any or all of the foregoing actions or omissions. For purposes of this Guaranty and the obligations and liabilities of Guarantor hereunder, “Lessee” shall be deemed to include any and all successors and assignees of the tenant under the Lease as fully as if any of the same were the named Lessee under the Lease.

(c)    Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished or impaired by reason of the assertion or the failure to assert by Lessor against Lessee, of any of the rights or remedies reserved to Lessor pursuant to the provisions of the Lease or by relief of Lessee from any of Lessee’s obligations under the Lease or otherwise by (i) the release or discharge of Lessee in any Bankruptcy Event; (ii) the impairment, limitation or modification of the liability of Lessee or the estate of Lessee in a Bankruptcy Event; or (iii) the rejection, disaffirmance or other termination of the Lease in any Bankruptcy Event. This Guaranty shall continue to be effective if at any time the payment of any amount due under the Lease or this Guaranty is rescinded or must otherwise be returned by Lessor for any reason, including, without limitation, the insolvency, bankruptcy, liquidation or reorganization of Lessee, Guarantor or otherwise, all as though such payment had not been made, and, in such event, Guarantor shall pay to Lessor an amount equal to any such payment that has been rescinded or returned.

4. WAIVERS OF GUARANTOR.

(a)    Without limitation of the foregoing, Guarantor waives (i) notice of acceptance of this Guaranty, protest, demand and dishonor, presentment, and demands of any kind now or hereafter provided for by any statute or rule of law, (ii) notice of any actions taken by Lessor or Lessee under the Lease or any other agreement or instrument relating thereto, (iii) notice of any and all defaults by Lessee in the payment of Rental or other charges or amounts, or of any other defaults by Lessee under the Lease except as provided in Section 2(a) above, (iv) all other notices, demands and protests, and all other formalities of every kind in connection with the enforcement of the Obligations, omission of or delay in which, but for the provisions of this Section 4, might constitute grounds for relieving Guarantor of its obligations hereunder except as provided in Section 2(a) above,, and (v) any requirement that Lessor protect, secure, perfect, insure or proceed against any security interest or lien, or any property subject thereto, or exhaust any right or take any action against Lessee or any other person or entity (including any additional guarantor or Guarantor) or against any collateral.

(b)    GUARANTOR HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PERSON OR ENTITY WITH RESPECT TO ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH: THIS GUARANTY; THE LEASE; ANY LIABILITY OR OBLIGATION OF GUARANTOR IN ANY MANNER RELATED TO THE PROPERTY OR ANY PORTION THEREOF AS DEMISED BY THE LEASE; ANY CLAIM OF INJURY OR DAMAGE IN ANY WAY RELATED TO THE LEASE AND/OR THE PROPERTY (OR ANY PORTION THEREOF) AS DEMISED BY THE LEASE; ANY ACT OR OMISSION OF GUARANTOR, ITS AGENTS OR EMPLOYEES; OR ANY ASPECT OF THE USE OR OCCUPANCY OF, OR THE CONDUCT OF BUSINESS IN, ON OR FROM THE PROPERTY (OR ANY PORTION THEREOF). GUARANTOR SHALL NOT IMPOSE ANY COUNTERCLAIM OR COUNTERCLAIMS OR CLAIMS FOR SET-OFF, RECOUPMENT OR DEDUCTION OF RENTAL IN ANY ACTION BROUGHT BY LESSOR AGAINST GUARANTOR UNDER THIS GUARANTY, EXCEPT TO THE EXTENT PERMITTED BY THE LEASE. GUARANTOR SHALL NOT BE ENTITLED TO MAKE, AND HEREBY

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WAIVES, ANY AND ALL DEFENSES AGAINST ANY CLAIM ASSERTED BY LESSOR OR IN ANY SUIT OR ACTION INSTITUTED BY LESSOR TO ENFORCE THIS GUARANTY OR THE LEASE EXCEPT THE PERFORMANCE OF THE OBLIGATIONS. IN ADDITION, GUARANTOR HEREBY WAIVES, BOTH WITH RESPECT TO THE LEASE AND WITH RESPECT TO THIS GUARANTY, ANY AND ALL RIGHTS WHICH ARE WAIVED BY GUARANTOR UNDER THE LEASE, IN THE SAME MANNER AS IF ALL SUCH WAIVERS WERE FULLY RESTATED HEREIN. THE LIABILITY OF GUARANTOR UNDER THIS GUARANTY IS PRIMARY AND UNCONDITIONAL.

(c)    Guarantor expressly waives any and all rights to defenses arising by reason of (i) any “one-action” or “anti-deficiency” law or any other law that may prevent Lessor from bringing any action, including a claim for deficiency, against Guarantor before or after Lessor’s commencement or completion of any action against Lessee; (ii) ANY ELECTION OF REMEDIES BY LESSOR (INCLUDING, WITHOUT LIMITATION, ANY TERMINATION OF THE LEASE) THAT DESTROYS OR OTHERWISE ADVERSELY AFFECTS GUARANTOR’S SUBROGATION RIGHTS OR GUARANTOR’S RIGHTS TO PROCEED AGAINST GUARANTOR FOR REIMBURSEMENT; (iii) any disability, insolvency, bankruptcy, lack of authority or power, death, insanity, minority, dissolution, or other defense of Lessee, of any other guarantor (or any other Guarantor), or of any other person or entity, or by reason of the cessation of Lessee’s liability from any cause whatsoever, other than full and final payment in legal tender and performance of the Obligations; (iv) any right to claim discharge of any or all of the Obligations on the basis of unjustified impairment of any collateral for the Obligations; (v) any change in the relationship between Guarantor and Lessee or any termination of such relationship; (vi) any irregularity, defect or unauthorized action by any or all of Lessor, Lessee, any other guarantor (or Guarantor) or surety, or any of their respective officers, directors or other agents in executing and delivering any instrument or agreements relating to the Obligations or in carrying out or attempting to carry out the terms of any such agreements; (vii) any assignment, endorsement or transfer, in whole or in part, of the Obligations, whether made with or without notice to or consent of Guarantor; (viii) if the recovery from Lessee or any other Person (including without limitation any other guarantor) becomes barred by any statute of limitations or is otherwise prevented; (ix) the benefits of any and all statutes, laws, rules or regulations which may require the prior or concurrent joinder of any other party to any action on this Guaranty; (x) any release or other reduction of the Obligations arising as a result of the expansion, release, substitution, deletion, addition, or replacement (whether or not in accordance with the terms of the Lease) of the Property or any portion thereof; or (xi) any neglect, delay, omission, failure or refusal of Lessor to take or prosecute any action for the collection or enforcement of any of the Obligations or to foreclose or take or prosecute any action in connection with any lien or right of security (including perfection thereof) existing or to exist in connection with, or as security for, any of the Obligations, it being the intention hereof that Guarantor shall remain liable as a principal on the Obligations notwithstanding any act, omission or event that might, but for the provisions hereof, otherwise operate as a legal or equitable discharge of Guarantor. Guarantor hereby waives all defenses of a surety to which it may be entitled by statute or otherwise.

5. SUBORDINATION; SUBROGATION.

Upon the occurrence and during the continuance of an Event of Default, Guarantor shall neither have any right of subrogation, indemnity or reimbursement nor hold any other claim against Tenant, and, during the continuance of an Event of Default, Guarantor shall not have the right to enforce any claims by Guarantor arising against Tenant.

6.REPRESENTATIONS AND WARRANTIES OF GUARANTOR. Guarantor represents and warrants that:

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(a)    Guarantor is a Florida corporation, has all requisite power and authority to enter into and perform its obligations under this Guaranty, and this Guaranty is valid and binding upon and enforceable against Guarantor without the requirement of further action or condition.

(b)    The execution, delivery and performance by Guarantor of this Guaranty does not and will not (i) contravene any applicable legal requirements, the organizational documents of Guarantor, any order, writ, injunction, decree applicable to Guarantor, or any contractual restriction binding on or affecting Guarantor or any of its properties or assets, or (ii) result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties or assets.

(c)    No approval, consent, exemption, authorization or other action by, or notice to, or filing with, any governmental authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, Guarantor of this Guaranty or any other instrument or agreement required hereunder.

(d)    There is no action, suit or proceeding pending or threatened against or otherwise affecting Guarantor before any court or other governmental authority or any arbitrator that would reasonably be expected to adversely affect Guarantor’s ability to perform its obligations under this Guaranty.

(e)    Guarantor’s principal place of business as of the date hereof is 1000 Darden Center Drive, Orlando, Florida 32837.

(f)    (i) Lessee is indirectly or directly owned and controlled by Guarantor. Guarantor shall derive financial and other advantages and benefits directly or indirectly, from the making of the Lease and the payment and performance of the Obligations. Guarantor hereby acknowledges that Lessor will be relying upon Guarantor’s guarantee, representations, warranties and covenants contained herein.

(g)    All reports, statements (financial or otherwise), certificates and other data furnished by or on behalf of Guarantor to Lessor in connection with this Guaranty or the Lease are: true and correct, in all material respects, as of the applicable date or period provided therein; and fairly represent the financial condition of Guarantor as of the respective date thereof.

7. NOTICES. Any consents, notices, demands, requests, approvals or other communications given under this Guaranty shall be in writing and shall be given as provided in Section 15.01 of the Lease.

8. CONSENT TO JURISDICTION. GUARANTOR HEREBY IRREVOCABLY SUBMITS AND CONSENTS TO THE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT HAVING JURISDICTION OVER THE COUNTY IN WHICH THE PROPERTY IS LOCATED FOR ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY MATTER ARISING FROM OR RELATED TO [I] THIS GUARANTY; OR [II] GUARANTOR’S OBLIGATION UNDER THE LEASE; OR [III] ANY DOCUMENT EXECUTED BY GUARANTOR IN CONNECTION WITH THE LEASE OR THE GUARANTY. GUARANTOR HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT GUARANTOR MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING. GUARANTOR AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. GUARANTOR HEREBY ACKNOWLEDGES AND AGREES THAT LESSOR MAY OBTAIN PERSONAL JURISDICTION AND PERFECT

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SERVICE OF PROCESS BY ANY OTHER MEANS NOW OR HEREAFTER PERMITTED BY APPLICABLE LAW. NOTHING HEREIN SHALL AFFECT OR IMPAIR LESSOR’S RIGHT TO SERVE LEGAL PROCESS IN ANY MANNER PERMITTED BY LAW, OR LESSOR’S RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST GUARANTOR OR LESSEE OR THE PROPERTY OF GUARANTOR OR LESSEE IN THE COURTS OF ANY OTHER JURISDICTION.

9. CERTAIN ADDITIONAL COVENANTS.

(a)Payment Method; Default Interest. Guarantor shall make any payments due hereunder in immediately available funds by wire transfer to Lessor’s bank account as notified by Lessor, unless Lessor agrees to another method of payment of immediately available funds. If Guarantor does not pay an amount due hereunder on its due date, Guarantor shall pay, on demand, interest at the Default Rate on the amount due for a period ending on the full payment of such amount, including the day of repayment, whether before or after any judgment or award, to the extent permitted under applicable law.

10. MISCELLANEOUS.

(a)    Guarantor agrees that Lessor may, without notice or consent, assign this Guaranty in whole or in part. If Lessor disposes of its interest in the Lease, “Lessor,” as used in this Guaranty, shall mean Lessor’s successors and assigns.

(b)    The provisions, covenants and guaranties of this Guaranty shall be binding upon Guarantor and its heirs, successors, legal representatives and assigns, and shall inure to the benefit of Lessor and its successors and assigns, and shall not be deemed waived or modified unless such waiver or modification is specifically set forth in writing, executed by Lessor or its successors and assigns, and delivered to Guarantor.

(c)    Guarantor promises to pay all costs of collection or enforcement incurred by Lessor in exercising any remedies provided for in the Lease or this Guaranty whether at law or in equity. If any legal action or proceeding is commenced to interpret or enforce the terms of, or obligations arising out of, this Guaranty, or to recover damages for the breach thereof, the party substantially prevailing in any such action or proceedings shall be entitled to recover from the substantially non-prevailing party all attorneys’ fees and reasonable costs and expenses incurred by the substantially prevailing party. As used herein, “attorneys’ fees” shall mean the reasonable and customary fees and expenses of counsel to the parties hereto.

(d)    Guarantor shall, at any time upon not less than thirty (30) days prior written request by Lessor (but not more than two (2) times in any calendar year, provided that, if there is an Event of Default by Lessee under the Lease, the foregoing limitation shall not apply) deliver to the Lessor a statement in writing, executed by a duly authorized officer of Guarantor, certifying (i) that, except as otherwise specified, this Guaranty is unmodified and in full force in effect, (ii) that, except as otherwise specified, Guarantor is not in default hereunder and that no event has occurred or condition exists which with the giving of notice or the passage of time or both would constitute a default hereunder, and (iii) that, as of the date thereof, except as otherwise specified, Guarantor has no knowledge of any defense, setoff or counterclaim against Lessor arising out of or in any way related to this Guaranty. Such statement may be relied upon by any prospective purchaser, lessor or lender of all or a portion of the Property (or any portion thereof).

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(e)    If any portion of this Guaranty shall be deemed invalid, unenforceable or illegal for any reason, such invalidity, unenforceability or illegality shall not affect the balance of this Guaranty, which shall remain in full force and effect to the maximum permitted extent.

(f)    Lessor and Guarantor intend that the Lease is a “true lease” and not a financing lease, capital lease, mortgage, equitable mortgage, deed of trust, trust agreement, security agreement or other financing or trust arrangement, and the economic realities of the Lease are those of a true lease. Lessor and Guarantor intend that the business relationship created by the Lease and any related documents is solely that of a long-term commercial lease between Landlord and Tenant. Each of the parties (1) waives any claim or defense based upon the characterization of the Lease as anything other than a “true lease” or that asserts that the Lease is anything other than a “true lease,” (2) stipulates and agrees not to challenge the validity, enforceability or characterization of the lease of the Property as a “true lease,” (3) stipulates and agrees that nothing contained in the Lease creates or is intended to create a joint venture, partnership (either de jure or de facto), equitable mortgage, trust, financing device or arrangement, security interest or the like, and (4) shall support the intent of the parties that the lease of the Property pursuant to the Lease is a true lease and does not create a joint venture, partnership (either de jure or de facto), equitable mortgage, trust, financing device or arrangement, security interest or the like, if, and to the extent that, any challenge occurs. The expressions of intent, the waivers, the representations and warranties, the covenants, the agreements and the stipulations set forth in this paragraph are a material inducement to each of Guarantor and Lessor entering into this Guaranty.

(g)    From time to time upon the request of Lessor, Guarantor shall promptly and duly execute, acknowledge and deliver any and all such further instruments and documents reasonably necessary for the continuing effectiveness of this Guaranty, provided the same do not modify the rights and obligations of Guarantor hereunder.

(h)    This Guaranty cannot be amended, modified, waived, changed, discharged or terminated except by an instrument in writing signed by both the parties hereto. No waiver shall be applicable except in the specific instance for which given.

(i)    Each of the rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law or in the Lease or this Guaranty.

(j)    This Guaranty shall be governed by and interpreted solely in accordance with the internal laws of the State of Florida, without giving effect to the principles of conflicts of law.

(k)    The Recitals set forth above are hereby incorporated by this reference and made a part of this Guaranty. Guarantor hereby represents and warrants that the Recitals are true and correct.

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(l)    This Guaranty sets forth the entire agreement and understanding between Guarantor and Lessor with respect to the Obligations, and supersedes any and all prior agreements and understandings with respect thereto.

IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the day and year first above written.

GUARANTOR:

DARDEN RESTAURANTS, INC., a Florida corporation

By:__________________________________
Name:________________________________
Its:___________________________________

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EX-10.3

Exhibit 10.3

TAX MATTERS AGREEMENT

This Tax Matters Agreement (the “Agreement”) is entered into as of ________________, 2015, by and between DARDEN RESTAURANTS, INC., a Florida corporation (“Darden”), and FOUR CORNERS PROPERTY TRUST, INC., a Maryland corporation and currently an indirect, wholly-owned subsidiary of Darden (“FCPT”).

RECITALS

WHEREAS, as of the date hereof, Darden is the common parent of an affiliated group of domestic corporations within the meaning of section 1504(a) of the Code, and the members of the affiliated group have heretofore joined in filing consolidated federal income Tax Returns;

WHEREAS, the Parties have entered into the Separation and Distribution Agreement, pursuant to which, Darden and its Subsidiaries will transfer the Assigned Assets to FCPT and its Subsidiaries in actual or constructive exchange for (i) the assumption or incurrence, as applicable, by FCPT and certain of its Subsidiaries of the Assumed Liabilities (as hereinafter defined), (ii) the issuance by FCPT to Darden and its Subsidiaries of all of the outstanding shares of the common stock, par value $0.0001 per share, of FCPT (the “FCPT Common Stock”) other than the ten (10)) shares of FCPT already held by RARE Hospitality International, Inc. (a Subsidiary of Darden) on the date hereof, and (iii) the transfer by FCPT, directly or indirectly, to Darden and its Subsidiaries of the Cash Payments (as hereinafter defined), all as more fully described in this Agreement and the Transaction Agreements (together with the other internal reorganization steps set forth in the Plan of Reorganization (as hereinafter defined), the “Reorganization”);

WHEREAS, following the Reorganization, Darden intends to effect a distribution to (the “Distribution”) to the holders of the outstanding shares of common stock, without par value, of Darden (the “Darden Common Stock”), on a pro rata basis, of all of the outstanding shares of FCPT Common Stock so that, following the Distribution, Darden and FCPT will be two (2) independent, publicly traded companies; and

WHEREAS, it is the intention of the Parties that the Reorganization and the Distribution, together with certain related transactions, qualify for tax-free treatment as a reorganization within the meaning of sections 355, 368(a)(1)(D), and 361 of the Code; and

WHEREAS, in connection with the Reorganization and the Distribution, the Parties desire to enter into this Agreement to provide for certain Tax matters, including the assignment of

responsibility for the preparation and filing of Tax Returns, the payment of and indemnification for Taxes, entitlement to refunds of Taxes, and the prosecution and defense of any Tax Contest.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1General. As used in this Agreement, the following terms shall have the following meanings:

“Action” means any demand, action, claim, suit, countersuit, litigation, arbitration, prosecution, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination, or investigation commenced, brought, conducted, or heard by or before, or otherwise involving, any court, grand jury, or other Governmental Authority or any arbitrator or arbitration panel.

“Agreement” shall have the meaning specified in the preamble.

“Affiliate” shall have the meaning specified in the Separation and Distribution Agreement.

“Assigned Assets” shall have the meaning specified in the Separation and Distribution Agreement.

“Assumed Liabilities” shall have the meaning specified in the Separation and Distribution Agreement.

“Business Day” or “Business Days” shall mean any day except a Saturday, Sunday or a day on which a commercial bank in New York, New York is authorized or required to close.

“Cash Payments” shall have the meaning specified in the Separation and Distribution Agreement.

“Closing-of-the-Books Method” shall mean the apportionment of items between portions of a Taxable period (i) in the case of any Tax based upon or related to income, gains, receipts, gross margins, employment, sales, use, or other Taxes imposed on a non-periodic basis, pursuant to an interim closing-of-the-books as of the end of the Distribution Date, and (ii) in the case of property, ad valorem and other Taxes imposed on a periodic basis, on the basis of elapsed days during the relevant portion of the Taxable period.

“Code” shall have the meaning specified in the Separation and Distribution Agreement.

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“LongHorn San Antonio Business” shall have the meaning specified in the Separation and Distribution Agreement.

“Darden Action” shall mean (i) any transaction with respect to the stock or assets of Darden or its Subsidiaries that occurs after the Distribution Date, (ii) any failure by Darden or Darden after the Distribution Date to maintain its status as a company engaged in the conduct of an active trade or business or (iii) (x) the failure of any representation made by Darden or its Subsidiaries in connection with the Ruling or the Darden Opinions or any subsequent ruling or opinion in connection with the Distribution, in each case with respect to Darden or its Subsidiaries or the businesses conducted by Darden or its Subsidiaries or the plans, proposals, intentions, and policies of Darden after the Distribution Date, to have been true and correct in all material respects when made, or (y) the failure by Darden or its Subsidiaries to comply with any covenant made by Darden in connection with the Ruling or the Darden Opinions or any subsequent ruling or opinion in connection with the Distribution.

“Darden Common Stock” shall have the meaning specified in the recitals.

“Darden Group” shall mean Darden and its Subsidiaries, including any corporations that would be members of an affiliated group if they were includible corporations under section 1504(b) of the Code (in each case, including any successors thereof), but excluding any entity that is a member of the FCPT Group.

“Darden Opinions” shall mean the written opinions of Skadden, Arps, Slate, Meagher & Flom LLP and KPMG LLP, Darden’s tax advisors, addressed to Darden and dated as of the Distribution Date, with respect to certain Tax aspects of the Reorganization and the Distribution.

“Dispute” shall have the meaning specified in Section 2.10.

“Dispute Date” shall have the meaning specified in Section 2.10.

“Disqualifying Action” shall mean any action, including entering into any agreement, understanding or arrangement or any substantial negotiations with respect to any transaction or series of transactions, or the failure to take any action expressly required pursuant to this Agreement, the Separation and Distribution Agreement or the Tax Materials (for the avoidance of doubt, including any such action or failure to take action that is pursuant to any plan, agreement, understanding or arrangement existing in whole or in part prior to the Distribution Date), that would, in each case, cause a Distribution Disqualification to occur; provided, however, that the term “Disqualifying Action” shall not include any action described in or contemplated by the Transaction Agreements and Tax Materials, in each case, to the extent such action does not constitute a breach of any representation, warranty, or covenant in any of the Transaction Agreements or Tax Materials.

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“Distribution” shall have the meaning specified in the recitals.

“Distribution Date” shall have the meaning specified in the Separation and Distribution Agreement.

“Distribution Disqualification” shall mean that (i) the Reorganization, taken together with the Distribution, fails to qualify as a tax-free reorganization under section 368(a)(1)(D) of the Code; (ii) the Distribution fails to qualify as a distribution of the FCPT Common Stock pursuant to section 355 of the Code, pursuant to which no gain or loss is recognized for federal income tax purposes by any of Darden, FCPT, or the holders of the Darden Common Stock, except to the extent of cash received in lieu of fractional shares; (iii) the Cash Payments fail to qualify as money transferred to creditors or distributed to shareholders in connection with the reorganization within the meaning of section 361(b)(1) of the Code, but only to the extent that the Cash Payments do not exceed Darden’s tax basis in the FCPT Common Stock immediately prior to the Cash Payments and Darden distributes the Cash Payments to its creditors or shareholders in connection with the Reorganization, and/or (iv) certain of the Reorganization transactions fail to qualify for the tax-free status described in the Darden Opinions or the Ruling.

“Distribution Taxes” shall mean all Taxes (other than Transfer Taxes), as determined by a Final Determination, resulting from the Reorganization and the Distribution (other than any Taxes arising in respect of an intercompany transaction pursuant to section 1.1502-13 of the Treasury Regulations or an excess loss account pursuant to section 1.1502-19 of the Treasury Regulations, unless such Taxes would not have arisen absent a Distribution Disqualification).

“FCPT” shall have the meaning specified in the recitals.

“FCPT Common Stock” shall have the meaning specified in the recitals.

“FCPT Group” shall mean FCPT and its Subsidiaries, including any corporations that would be members of an affiliated group if they were includible corporations under section 1504(b) of the Code (in each case, including any successors thereof), but excluding any entity that is a member of the Darden Group.

“FCPT Opinion” shall mean the written opinion of Skadden, Arps, Slate, Meagher & Flom LLP, Darden’s tax counsel, addressed to FCPT and dated as of the Distribution Date, in form and substance reasonably satisfactory to FCPT, to the effect, commencing with its taxable year beginning January 1, 2016, that FCPT will be organized in conformity with the requirements for qualification as a REIT under the Code and that its proposed method of operation will enable it meet the requirements for qualification and Taxation as a REIT under the Code.

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“Final Determination” shall mean the final resolution of liability for any Tax, which resolution may be for a specific issue or adjustment or for a taxable period, (i) by an acceptance on an IRS Form 870 or 870-AD (or any successor forms thereto), or by a comparable form or agreement pursuant to the laws of a state, local, or non-United States taxing jurisdiction, except that acceptance on an IRS Form 870 or 870-AD or comparable form or agreement will not constitute a Final Determination to the extent that such form or agreement reserves (whether by its terms or by operation of Law) the right of the taxpayer to file a claim for refund or the right of the Taxing Authority to assert a further deficiency in respect of such issue or adjustment or for such taxable period (as the case may be); (ii) by a decision, judgment, decree, or other order of a court of competent jurisdiction which is or has become final and unappealable; (iii) by a closing agreement or accepted offer in compromise pursuant to sections 7121 or 7122 of the Code, or a comparable agreement pursuant to the laws of a state, local, or non-United States jurisdiction; (iv) by any allowance of a refund or credit in respect of an overpayment of a Tax, but only after the expiration of all periods during which such refund may be recovered (including by way of offset) or, where such periods are undefined or indefinite, in accordance with ordinary course limitation periods, by the jurisdiction imposing such Tax; (v) by a final settlement resulting from a treaty-based competent authority determination; or (vi) by any other final disposition, including by reason of the expiration of the applicable statute of limitations or by mutual agreement of the Parties.

“Governmental Authority” shall have the meaning specified in the Separation and Distribution Agreement.

“IRS” shall mean the Internal Revenue Service.

“Nonqualifying Income” shall have the meaning specified in the Separation and Distribution Agreement.

“Operating Partnership” shall mean Four Corners Operating Partnership, LP, a Delaware limited partnership.

“Party” shall mean Darden or FCPT, as the context may require.

“Person” shall have the meaning specified in the Separation and Distribution Agreement.

“Post-Closing Period” shall mean any Taxable year or other Taxable period beginning after the Distribution Date and, in the case of any Straddle Period, that part of the Straddle Period that begins at the beginning of the day after the Distribution Date.

“Plan of Reorganization” shall have the meaning specified in the Separation and Distribution Agreement.

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“Potential Disqualifying Action” shall mean any action (including entering into any agreement, understanding or arrangement or any substantial negotiations with respect to any transaction or series of transactions) that would be reasonably likely to cause a Distribution Disqualification to occur, including any action that would be inconsistent with any representation or covenant made in this Agreement, the Separation and Distribution Agreement, or the Tax Materials.

“Pre-Closing Period” shall mean any Taxable year or other Taxable period that ends on or before the Distribution Date and, in the case of any Straddle Period, that part of the Straddle Period that ends at the end of the Distribution Date.

“Private Letter Ruling” shall mean the IRS private letter ruling, dated _______________, issued to Darden.

“REIT” shall have the meaning specified in the Separation and Distribution Agreement.

“Reorganization” shall have the meaning specified in the recitals.

“Responsible Party” shall mean, with respect to any Tax Return, the Party having responsibility for preparing and filing such Tax Return pursuant to this Agreement.

“Restricted Period” shall mean the two (2) year period commencing on the Distribution Date.

“Ruling Request” shall mean the request for rulings submitted by Darden to the IRS in connection with the Ruling, including all appendices, attachments and exhibits thereto and all supplemental submissions and correspondence submitted by Darden in connection with such request for rulings.

“Separation and Distribution Agreement” shall mean the Separation and Distribution Agreement by and between Darden and FCPT dated _____________, 2015.

“Straddle Period” shall mean any Taxable period commencing on or prior to, and ending after, the Distribution Date.

“Subsidiary” shall have the meaning specified in the Separation and Distribution Agreement.

“Successor REIT Determination” shall mean a determination by a Taxing Authority that a former Darden Subsidiary failed to qualify as a REIT for certain taxable year(s) and that FCPT is a successor to such Subsidiary within the meaning of section 856(g)(3) of the Code.

“Tax” (and, with correlative meaning, “Taxable”) shall mean (i) any and all U.S. federal, state, local and foreign taxes, including income, alternative or add-on minimum, gross receipts, profits, lease, service, service use, wage, employment, workers compensation, business occupation,

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environmental, estimated, excise, sales, use, transfer, license, payroll, franchise, severance, stamp, occupation, windfall profits, withholding, social security, unemployment, disability, ad valorem, capital stock, paid in capital, recording, registration, property, real property gains, value added, business license, custom duties, and other taxes, charges, fees, levies, imposts, duties or assessments of any kind whatsoever, imposed or required to be withheld by any Taxing Authority, including any interest, additions to Tax, or penalties applicable or related thereto, and (ii) any liability for the Taxes of any Person under section 1.1502-6 of the Treasury Regulations (or similar provision of state or local law).

“Tax Advisor” shall mean Tax counsel of recognized national standing or a "Big Four" accounting firm, in either case, with experience in the tax area involved in the Dispute or issue.

“Tax Attributes” shall mean net operating losses, capital losses, investment tax credit carryovers, earnings and profits, foreign tax credit carryovers, overall domestic losses, overall foreign losses, dual consolidated losses, previously taxed income, separate limitation losses and any other losses, deductions, credits or other comparable items that could affect a Tax liability for a past or future Taxable period.

“Tax Benefit” shall mean the amount by which the Tax liability (after giving effect to any alternative minimum or similar Tax) of a corporation to the appropriate Taxing Authority is reduced (including by deduction, entitlement to refund, credit, or otherwise, whether available in the current taxable year, as an adjustment to taxable income in any other taxable year or as a carryforward or carryback, as applicable), and in the case of a consolidated federal income Tax Return or combined, unitary, or other similar state, local, or other income Tax Return, the amount by which the Tax liability of the affiliated group (within the meaning of section 1504(a) of the Code) or other relevant group of corporations to the appropriate government or jurisdiction is reduced (including by deduction, entitlement to refund, credit, or otherwise, whether available in the current taxable year, as an adjustment to taxable income in any other taxable year or as a carryforward or carryback, as applicable). A Tax Benefit will be deemed to have been recognized at the time any refund of Taxes is received or applied against other Taxes due, or at the time of filing a Tax Return (including any Tax Return relating to estimated Taxes) on which a loss, deduction, or credit is applied in reduction of Taxes which would otherwise be payable; provided, however, that, where a Party has other losses, deductions, credits, or similar items available to it, deductions, credits, or items for which the other Party would be entitled to a payment under this Agreement will be treated as the last items utilized to produce a Tax Benefit.

“Tax Certificates” shall mean the certificates, in customary form, of officers of the Parties that will be provided to Skadden, Arps, Slate, Meagher & Flom LLP and/or KPMG LLP, Darden’s tax advisors, in connection with the Darden Opinions and the FCPT Opinion.

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“Tax Contest” shall mean any audit, review, examination, dispute, suit, action, proposed assessment, or other administrative or judicial proceeding with respect to Taxes.

“Tax-Free Status of the Transactions” shall mean the tax-free treatment accorded to the Reorganization and the Distribution as described in the Ruling and the Darden Opinions.

“Tax Materials” shall mean (A) the Ruling Request, (B) the Ruling, (C) the Tax Opinions, (D) the Tax Certificates, and (E) any other materials delivered or deliverable in connection with the issuance of the Ruling and the rendering of the Tax Opinions.

“Tax Opinions” shall mean the FCPT Opinion and the Darden Opinions.

“Tax Return” shall mean any return, report, certificate, form, or similar statement or document (including any attachments thereto and any information return, amended tax return, claim for refund, or declaration of estimated tax) supplied to or filed with, or required to be supplied to or filed with, a Taxing Authority, or any bill for or notice related to ad valorem or other similar Taxes received from a Taxing Authority, in each case, in connection with the determination, assessment, or collection of any Tax or the administration of any laws, regulations, or administrative requirements relating to any Tax.

“Taxing Authority” shall mean any Governmental Authority or other authority in connection with the determination, assessment or collection of any Tax or the administration of any laws, regulations or administrative requirements relating to any Tax.

“Third-Party Claim” shall mean receipt by an indemnified Party of notice of any action, suit, proceedings, audit, claim, demand, investigation or assessment made or brought by an unaffiliated third party.

“Transaction Agreements” shall have the meaning specified in the Separation and Distribution Agreement.

“Transfer Taxes” shall mean all sales, use, privilege, transfer, documentary, stamp, recording, and similar Taxes and fees (including any penalties, interest or additions thereto) imposed upon any Party in connection with the Reorganization and the Distribution.

“Treasury Regulations” shall mean the final and temporary (but not proposed) income Tax regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“Unqualified Tax Opinion” shall mean an unqualified opinion of nationally recognized tax counsel on which Darden and FCPT may rely to the effect that an action or transaction (including a Potential Disqualifying Action) will not alter any of the conclusions regarding the

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Tax-Free Status of the Transactions. Any such opinion must assume that the Reorganization and the Distribution and any transaction associated therewith would have been tax-free, or would have had the tax treatment described in the Darden Opinions, if such action or transaction did not occur.

Section 1.2References; Interpretation. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. The word “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation”. Unless the context otherwise requires, references in this Agreement to Articles, Sections, Exhibits, and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, such Agreement. Unless the context otherwise requires, the words “hereof”, “hereby”, and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section, or provision of this Agreement.

ARTICLE II

TAX RETURNS AND TAX PAYMENTS

Section 2.1Obligations to File Tax Returns.

(a)Darden will have the sole and exclusive responsibility for the preparation and filing of all Tax Returns that any member of the Darden Group is obligated to file, including for this purpose those Tax Returns that include any member of the FCPT Group for any Pre-Closing Period or any Straddle Period. FCPT, on behalf of each member of the FCPT Group, hereby irrevocably authorizes and designates Darden as its agent, coordinator, and administrator for the purpose of taking any and all actions necessary to the filing of any such Tax Return and for the purpose of making payments to, or collecting refunds from, any Taxing Authority in respect of any such Tax Return. Except as otherwise provided herein, Darden shall have the exclusive right to file, prosecute, compromise, or settle any claim for refund for Taxes in respect of a Tax Return for which Darden bears responsibility under this Section 2.1(a) and to determine whether any refunds of such Taxes to which the Darden Group may be entitled shall be received by way of refund or credit against the Tax liability of the Darden Group.

(b)Except as provided herein, FCPT shall have the sole and exclusive responsibility for the preparation of all Tax Returns that include any member of the FCPT Group for any Post-Closing Period. Except as otherwise provided herein, FCPT shall have the exclusive right to file, prosecute, compromise or settle any claim for refund for Taxes in respect of a Tax Return for which FCPT bears responsibility under this Section 2.1(b) and to determine whether any refunds of such Taxes to which the FCPT Group may be entitled shall be received by way of refund or credit against the Tax liability of the FCPT Group.

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(c)To the extent permitted by law or administrative practice in any jurisdiction in which Tax Returns that include any member of the FCPT Group are filed, the Parties shall cause the current Taxable period of such member of the FCPT Group to end upon the end of day on the Distribution Date.

(d)Darden shall have the sole and exclusive responsibility for the preparation and filing of all Tax Returns that include any member of the FCPT Group for any Straddle Period.

(i)Except as provided in Section 2.1(d)(ii), no later than twenty (20) Business Days prior to the date on which any such Straddle Period Tax Return is required to be filed (taking into account any valid extensions), Darden shall submit or cause to be submitted to FCPT a draft of such Straddle Period Tax Return for FCPT’s review. Darden shall make or cause to be made any and all changes to such Tax Return reasonably requested by FCPT, to the extent that such changes do not materially increase the amount of Tax for which Darden is responsible hereunder and shall consider, in good faith, other changes reasonably requested by FCPT; provided, however, that FCPT must submit to Darden its proposed changes to such Tax Return in writing within ten (10) Business Days of receiving such Tax Return.

(ii)Notwithstanding the foregoing, for sales and liquor Tax Returns, no later than five (5) Business Days after the date on which any sales or liquor Straddle Period Tax Return is required to be filed (taking into account any valid extensions), Darden shall submit or cause to be submitted to FCPT a copy of such Straddle Period Tax Return as filed for FCPT’s review. Darden shall amend or correct or cause to be amended or corrected such Tax Return to reflect any and all changes to reasonably requested by FCPT, to the extent that such changes do not materially increase the amount of Tax for which Darden is responsible hereunder and shall consider, in good faith, other changes reasonably requested by FCPT; provided, however, that FCPT must submit to Darden its proposed changes to such Tax Return in writing within five (5) Business Days of receiving such Tax Return.

Section 2.2Manner of Preparation.

(a)Unless and until there has been a Final Determination to the contrary, all Tax Returns of or that include FCPT, Darden, or any of their respective Subsidiaries shall be prepared in a manner that is consistent with the Tax Materials. In addition, to the extent permitted by law, unless and until there has been a Final Determination to the contrary, all Tax Returns of any member of the FCPT Group prepared pursuant to Section 2.1(a) or Section 2.1(d)

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shall be prepared in a manner that is otherwise consistent with past practices of Darden, FCPT, and their respective Subsidiaries.

(b)To the extent a Party takes a position on an income Tax Return prepared pursuant to Section 2.1 that is reasonably expected to materially increase the Tax liability of the other Party and there is no past practice of Darden, FCPT or their respective Subsidiaries with respect to such position, the preparing Party shall provide such income Tax Return to the other Party for its review and comment at least twenty (20) Business Days prior to the date on which such income Tax Return is required to be filed (taking into account any valid extensions). The preparing Party shall make or cause to be made any and all changes to such Tax Return reasonably requested by the other Party, provided, however, that the other Party must submit to the preparing Party its proposed changes to such Tax Return in writing within ten (10) Business Days of receiving such Tax Return. To the extent the Parties disagree with respect to the position, the Parties shall negotiate in good faith to resolve such dispute. If the Parties are unable to resolve the dispute, such dispute shall be resolved pursuant to the terms of Section 2.10 of this Agreement.

Section 2.3Obligation to Remit Taxes. Except as otherwise provided herein, Darden and FCPT shall each remit or cause to be remitted to the applicable Taxing Authority any Taxes due in respect of any Tax Return that it is required to file hereunder (or, in the case of a Tax for which no Tax Return is required to be filed, which is otherwise payable by it or its Subsidiaries to any Taxing Authority) and shall be entitled to reimbursement for such payments from the other Party to the extent provided herein; provided, however, that in the case of any Tax Return, the Party not required to file such Tax Return shall remit to the Party required to file such Tax Return in immediately available funds the amount of any Taxes reflected on such Tax Return for which the former Party is responsible hereunder at least five (5) Business Days before payment of the relevant amount is due to a Taxing Authority provided such Tax Return is completed at that time.

Section 2.4Allocation of and Indemnification for Taxes.

(a)Indemnification by Darden. Darden shall pay or cause to be paid, shall be responsible for, and shall indemnify, defend, and hold harmless FCPT from and against, (i) all Taxes (other than Distribution Taxes) of the Darden Group for any period, (ii) all Taxes (other than Distribution Taxes) of the Darden Group and the FCPT Group for any Pre-Closing Period, and (iii) all Distribution Taxes, except to the extent that such Taxes are subject to indemnification by FCPT pursuant to Section 2.4(b)(ii).

(b)Indemnification by FCPT.

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(i)FCPT shall pay or cause to be paid, shall be responsible for, and shall indemnify, defend, and hold harmless Darden from and against all Taxes (other than Distribution Taxes) of the FCPT Group, or that otherwise relate to the Assigned Assets or Assumed Liabilities, for any Post-Closing Period (except for Taxes for which Darden is responsible pursuant to Section 2.4(a)).

(ii)Notwithstanding any other provision of this Agreement to the contrary, if there is a Final Determination that a Distribution Disqualification has occurred, then, to the extent that the Distribution Disqualification results from any Disqualifying Action taken after the Distribution Date by FCPT or any other member of the FCPT Group, FCPT shall indemnify, defend, and hold harmless the Darden Group from and against any and all (A) Distribution Taxes, (B) accounting, legal, and other professional fees and court costs incurred in connection with such Taxes (other than such costs incurred in the joint defense of a Third-Party Claim, which costs are subject to Section 5.4 below) and (C) Taxes resulting from indemnification payments hereunder incurred by the Darden Group. Notwithstanding any other provision of this Agreement to the contrary, the liability of FCPT pursuant to this Section 2.4(b)(ii), subject to the limitations contained in Section 2.4(c), shall be the sole and exclusive basis for any remedy of Darden and its Affiliates for any matter (including any breach of representation or covenant) related to a Distribution Disqualification or any Distribution Taxes.

(c)Straddle Period Taxes. In the case of Taxes (other than Distribution Taxes) that are attributable to a Straddle Period, such Taxes shall be allocated between the portion of the Straddle Period that is a Pre-Closing Period and the portion of the Straddle Period that is a Post-Closing Period based on the Closing-of-the-Books Method.

Section 2.5Transfer Taxes. Any Transfer Taxes shall be paid by Darden, and Darden will file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes, and, if required by applicable law, FCPT will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation; provided, however, if FCPT fails to join in the execution of any such Tax Returns and other documentation then Darden shall be authorized to execute such Tax Returns and other documentation on behalf of FCPT.

Section 2.6Refunds. FCPT shall be entitled to any refund of or credit for Taxes for which FCPT is responsible under this Agreement, and Darden shall be entitled to any refund of or credit for Taxes for which Darden is responsible under this Agreement. Refunds for any Straddle Period shall be equitably apportioned between Darden and FCPT in accordance with the provisions of this Agreement governing the Taxes with respect to such periods. A Party receiving a refund to which the other Party is entitled pursuant to this Agreement shall pay the

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amount to which such other Party is entitled within thirty (30) calendar days after the receipt of the refund.

Section 2.7Carrybacks. To the extent permitted by law, the FCPT Group shall elect to forego a carryback of any net operating losses, capital losses, or credits (including the election under section 172(b)(3) of the Code) from any Post-Closing Period to any Pre-Closing Period. If and to the extent that the FCPT Group is not permitted by applicable law to forego such carryback and requests in writing that Darden obtain a refund with respect to such carryback, then (a) Darden shall use commercially reasonable efforts to obtain a refund with respect to such carryback (including by filing an amended Tax Return) and (b) to the extent that Darden receives a refund of Taxes (including interest received thereon) attributable to such carryback, Darden shall pay such refund to FCPT. Darden shall be entitled to reduce the amount of any such refund for its reasonable out-of-pocket costs and expenses incurred in connection with such refund, including any Taxes on receipt of such refund or interest thereon.

Section 2.8Tax Attributes. As soon as reasonably practicable following the Distribution Date, and, in any event, at least ninety (90) calendar days before the due date (including extensions) of the federal income Tax Return for the FCPT Group for the tax year ending December 31, 2015, Darden shall provide FCPT with its calculation of the Tax Attributes associated with the FCPT Group and the Tax bases of the assets and liabilities transferred to FCPT in connection with the Distribution for its review and comment, which calculation shall be in accordance with applicable law. Darden shall consider in good faith any reasonable comments to such calculation proposed by FCPT within thirty (30) calendar days of FCPT’s receipt of such calculations and shall not unreasonably withhold incorporation of FCPT’s comments. To the extent the Parties are unable to resolve a dispute with respect to the calculations, and such dispute is with respect to an issue of law or fact, such dispute will be settled pursuant to the terms of Section 2.10 of this Agreement. Unless and until there has been a Final Determination to the contrary, all Tax Returns of or that include FCPT, Darden, or any of their respective Subsidiaries shall be prepared in a manner that is consistent with the determination of the allocation of Tax Attributes pursuant to this Section 2.8.

Section 2.9Amended Returns. Without the prior written consent of Darden, which consent shall not be unreasonably withheld, conditioned, or delayed, FCPT shall not, and shall not permit any member of the FCPT Group to, file any amended Tax Return that includes any member of the Darden Group.

Section 2.10Dispute Resolution. Subject to the final sentence of this Section 2.10, the Parties shall attempt in good faith to resolve any disagreement arising with respect to this Agreement, including any dispute in connection with a claim by a third party (a “Dispute”). Either Party may give the other Party written notice of any Dispute not resolved in the normal

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course of business. Subject to the final sentence of this Section 2.10, if the Parties cannot agree within thirty (30) Business Day following the date on which one Party gives such notice (the “Dispute Date”), then the Dispute shall be referred to a Tax Advisor acceptable to each of the Parties to act as an arbitrator in order to resolve the dispute. If the Parties are unable to agree upon a Tax Advisor within fifteen (15) calendar days, the Tax Advisor selected by Darden and the Tax Advisor selected by FCPT shall jointly select a Tax Advisor that will resolve the dispute. Such Tax Advisor shall be empowered to resolve the Dispute, including by engaging nationally recognized accountants and other experts. The Tax Advisor chosen to resolve the Dispute shall furnish written notice to the Parties of its resolution of such Dispute as soon as practicable, but in no event later than forty-five (45) Business Days after its acceptance of the matter for resolution. Any such resolution by the Tax Advisor will be conclusive and binding on the Parties. Each of Darden and FCPT shall bear fifty percent (50%) of the aggregate expenses of the Tax Advisor chosen to resolve the Dispute. Notwithstanding the foregoing, this provision shall not apply to any Dispute related to liability for, or an indemnification obligation with respect to, any Distribution Taxes.

Section 2.11FCPT Tax Status. The Parties acknowledge that FCPT intends to be taxed as a C-corporation for the taxable year ending December 31, 2015. The Parties also acknowledge that FCPT intends to qualify and elect to be subject to tax as a REIT for the taxable year ending December 31, 2016 and thereafter.

ARTICLE III

REPRESENTATIONS AND COVENANTS

Section 3.1Compliance with the Ruling Request, the Private Letter Ruling, and the Tax Opinions.

(a)Darden hereby represents and warrants that (i) it has examined (or upon receipt will examine) the Tax Materials and (ii) the facts presented and representations made therein, to the extent descriptive of or otherwise relating to Darden or any of its Affiliates (including the FCPT Group), are or will be, from the time presented or made through and including the Distribution Date, true, correct, and complete in all material respects. Darden hereby confirms and agrees to comply (or to cause its Subsidiaries, including the FCPT Group for periods through and including the Distribution Date, to comply) with any and all covenants and agreements in the Tax Materials made by any member of the Darden Group.

(b)FCPT hereby represents and warrants that (i) it has examined (or upon receipt will examine) the Tax Materials and (ii) the facts presented therein, to the extent descriptive of or relating to the intent, action, or non-action of the FCPT Group as of or following the Distribution Date, will be true, correct, and complete in all material respects, and

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(iii) the representations made therein, to the extent made by any member of the FCPT Group, are or will be, from the time presented or made through and including the Distribution Date, true, correct, and complete in all material respects. FCPT hereby confirms and agrees to comply (or to cause the members of the FCPT Group to comply) with any and all covenants and agreements in the Tax Materials made by any member of the FCPT Group.

Section 3.2Covenants.

(a)From and after the Distribution Date, Darden shall not, and shall not permit any member of the Darden Group (but, for avoidance of doubt, not including the FCPT Group) to, take any Disqualifying Action.

(b)Except as otherwise provided in this Section 3.2, until the expiration of the Restricted Period, FCPT shall not, and shall not permit any member of the FCPT Group to, take a Potential Disqualifying Action.

(c)Until the expiration of the Restricted Period, FCPT shall not enter into (or permit any member of the FCPT Group to enter into) any agreement, understanding, or arrangement or any substantial negotiations with respect to any transaction (including a merger to which FCPT is a party) involving the acquisition (including by any member of the FCPT Group) of capital stock of FCPT, and FCPT shall not issue any additional shares of capital stock or transfer or modify any options, warrants, convertible obligations, or other instrument that provides for the right or possibility to issue, redeem, or transfer any shares of capital stock of FCPT (or enter into any agreement, understanding, arrangement, or any substantial negotiations with respect to any such issuance, transfer, or modification), except to the extent that all such agreements, understandings, arrangements, substantial negotiations, and other issuances, taken together, do not involve a direct or indirect acquisition by any Person or Persons of a “50 percent or greater interest” in FCPT within the meaning of section 355(d)(4) of the Code. Notwithstanding the foregoing:

(i)FCPT may issue additional shares of common stock of FCPT to a person in a transaction to which section 83 or section 421(a) or (b) of the Code applies (or options to acquire stock in such a transaction) in connection with the person’s performance of services as an employee, director or independent contractor of any member of the FCPT Group or any other person that is related to FCPT under section 355(d)(7)(A) of the Code or a corporation the assets of which FCPT or a member of the FCPT Group acquires in a reorganization under section 368 of the Code, provided that such stock is not excessive by reference to the services performed by such person and such person or a coordinating group of which the person is a member will not be a controlling shareholder or a ten-percent shareholder of FCPT (within the meaning of

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sections 1.355-7(h)(3) and (8) of the Treasury Regulations) immediately after the issuance of such common stock; and

(ii)FCPT may issue additional shares of common stock of FCPT to a retirement plan of FCPT or any other person that is treated as the same employer as FCPT under section 414(b), (c), (m), or (o) of the Code that qualifies under section 401(a) or 403(a) of the Code, provided that the stock acquired by all of the qualified plans of FCPT and such other persons during the four-year period beginning two (2) years before the Distribution Date does not, in the aggregate, represent more than ten percent (10%) of the total combined voting power of all classes of stock of FCPT entitled to vote or more than ten percent (10%) of the total value of shares of all classes of stock of FCPT.

(d)Until the expiration of the Restricted Period, FCPT shall continue and cause to be continued the active conduct (as defined in section 355(b)(2) of the Code and the Treasury Regulations promulgated thereunder) of the LongHorn San Antonio Business, taking into account section 355(b)(3) of the Code.

(e)Until the expiration of the Restricted Period, FCPT shall not voluntarily dissolve, liquidate, merge, or consolidate with any other Person, unless, in the case of a merger or consolidation, FCPT is the survivor of the merger or consolidation.

(f)Until the expiration of the Restricted Period, FCPT shall not redeem or otherwise repurchase (directly or through an Affiliate) any stock, or rights to acquire stock, except to the extent such repurchases satisfy section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by Revenue Procedure 2003-48 and Revenue Procedure 2013-32).

(g)Notwithstanding the foregoing, the provisions of this Section 3.2 shall not prohibit FCPT or any member of the FCPT Group from implementing any action or transaction (including a Potential Disqualifying Action) if (i) the IRS has granted a favorable ruling to Darden or FCPT that such action would not alter the Tax-Free Status of the Transactions, (ii) FCPT has delivered to Darden an Unqualified Tax Opinion, in form and substance reasonably acceptable to Darden, with respect to such action or transaction, or (iii) Darden has waived in writing the requirement to obtain such ruling or Unqualified Tax Opinion with respect to such action or transaction. Within twenty (20) Business Days of the receipt by Darden of a draft of an Unqualified Tax Opinion, Darden shall inform FCPT in writing of whether such Unqualified Tax Opinion is reasonably acceptable to it and, to the extent unacceptable, shall inform FCPT with reasonable specificity of the reasons therefor. If FCPT notifies Darden that it desires to seek a ruling from the IRS or an Unqualified Tax Opinion with

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respect to such an action or transaction, Darden shall cooperate with FCPT and use its commercially reasonable efforts to assist FCPT in obtaining such a ruling from the IRS or an Unqualified Tax Opinion. FCPT shall reimburse Darden for all reasonable out-of-pocket costs and expenses incurred by the Darden Group in assisting FCPT in obtaining a ruling or Unqualified Tax Opinion within ten (10) Business Days after receiving an invoice from Darden therefor.

(h)From and after the Distribution Date, upon a Successor REIT Determination, Darden shall use and shall cause each of its Subsidiaries to use its reasonable best efforts to cure any issue with respect to the REIT status of the relevant Darden Subsidiary.

ARTICLE IV

PAYMENTS

Section 4.1Payments. Except as otherwise provided herein, payments due under this Agreement shall be made no later than ten (10) Business Days after (i) the receipt or crediting of a refund or (ii) the delivery of notice of payment of a Tax for which the other Party is responsible under this Agreement, in each case, to an account designated by the Party entitled to such payment. Payments due hereunder, but not made within such period, shall be accompanied by simple interest at a rate of ten percent (10%).

Section 4.2Treatment of Payments. The Parties agree that any payment made between the Parties pursuant to this Agreement or the Separation and Distribution Agreement with respect to a Pre-Closing Period or as a result of an event or action occurring in a Pre-Closing Period shall be treated, to the extent permitted by law, for all Tax purposes as a distribution from or a capital contribution to FCPT made immediately prior to the Distribution. If the receipt or accrual of any such payment that is an indemnification payment results in Taxable income (including an increase in the amount of any gain or other income recognized on the Distribution) to the recipient thereof, such payment shall be increased so that, after the payment of any Taxes with respect to the payment, the recipient thereof shall have realized the same net amount it would have realized had the payment not resulted in Taxable income. To the extent that any Party is liable for Taxes for which the other Party is responsible hereunder and such liability for Taxes gives rise to a Tax Benefit to the former Party, the amount of any payment made to the former Party by the latter Party shall be decreased by taking into account any resulting reduction in Taxes of the former Party.  If a reduction in Taxes of the former Party occurs in a Taxable period following the period in which the payment is made by the latter Party, the former Party shall promptly repay the latter Party the amount of such reduction when actually realized.

Section 4.3Notice. The Parties shall give each other prompt written notice of any payment that may be due to the provider of such notice under this Agreement.

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Section 4.4FCPT Nonqualifying Income. In the event that counsel or independent accountants for FCPT determine that there exists a material risk that any indemnification payments due under this Agreement would be treated as Nonqualifying Income upon the payment of such amounts to FCPT, the payments under this Agreement shall be made pursuant to Section 7.8(f) of the Separation and Distribution Agreement.

ARTICLE V

TAX CONTESTS

Section 5.1Notice of Tax Contests. FCPT shall promptly notify Darden in writing upon receipt by FCPT or any member of the FCPT Group of a written communication from any Taxing Authority with respect to any Tax Contest concerning any Tax Return or otherwise concerning Taxes for which Darden may be liable under this Agreement. Darden shall promptly notify FCPT in writing upon receipt by Darden or any member of the Darden Group of a written communication from any Taxing Authority with respect to any Tax Contest concerning any Tax Return or otherwise concerning Taxes for which FCPT may be liable under this Agreement.

Section 5.2Control of Contest by Darden. Except as provided in Section 5.4, Darden shall have the sole responsibility and control over the handling of any Tax Contest, including the exclusive right to communicate with agents of the Taxing Authority, involving (a) any Pre-Closing Period Tax Return of FCPT or any member of the FCPT Group or otherwise relating to the Assigned Assets or Assumed Liabilities for a Pre-Closing Period or (b) any Straddle Period Tax Return of FCPT or any member of the FCPT Group or otherwise relating to the Assigned Assets or Assumed Liabilities for a Straddle Period, to the extent that the Tax Contest relates only to the Pre-Closing Period portion of such Straddle Period. Upon FCPT’s request, FCPT shall be allowed to participate in, but not to control, at FCPT’s expense, the handling of any such Tax Contest with respect to any item that may affect FCPT’s liability for Taxes pursuant to this Agreement. Darden shall not settle or concede any such Tax Contest with respect to any item in excess of $50,000 for which FCPT is liable hereunder without the prior written consent of FCPT, which consent shall not be unreasonably withheld, delayed, or conditioned.

Section 5.3Control of Contest by FCPT. Except as provided in Section 5.4, FCPT shall have the sole responsibility and control over the handling of any Tax Contest, including the exclusive right to communicate with agents of the Taxing Authority, involving any Tax Return that includes FCPT or any member of the FCPT Group or otherwise relates to the Assigned Assets or Assumed Liabilities not described in Section 5.2. Upon Darden’s request, Darden shall be allowed to participate in, but not to control, at Darden’s expense, the handling of

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any such Tax Contest with respect to any item that may affect the liability of Darden hereunder. FCPT shall not settle or concede any such Tax Contest with respect to any item in excess of $50,000 for which Darden is liable hereunder without the prior written consent of Darden, which consent shall not be unreasonably withheld, delayed, or conditioned.

Section 5.4Joint Control of Certain Tax Contests. Darden and FCPT shall jointly control, and shall cooperate in good faith in, the handing of any Tax Contest that relates to (i) any potential Distribution Disqualification or any Distribution Taxes for which FCPT may be obligated to provide indemnification hereunder or (ii) any Straddle Period Tax Return, if the Tax Contest relates both to the Pre-Closing Period portion and to the Post-Closing Period portion of the Straddle Period. Darden and FCPT shall exercise their rights to jointly control the defense (in a manner that would preserve for both Darden and FCPT any attorney-client privilege, joint defense, or other privilege with respect thereto) of any such Tax Contest solely for the purpose of defeating such Tax Contest. If either Darden or FCPT fails to jointly defend any such Tax Contest, then the other party shall solely defend such Tax Contest and the party failing to jointly defend shall use reasonable best efforts to cooperate with the other party in its defense of such Tax Contest. Darden and FCPT shall each pay its own expenses related to the handling of any such Tax Contest.

ARTICLE VI

COOPERATION

Section 6.1General. Each Party shall, and shall cause all of such Party’s Subsidiaries and, to the extent capable of so doing, Affiliates to, fully cooperate with the other Party in connection with the preparation and filing of any Tax Return or the conduct of any Tax Contest (including, where appropriate or necessary, providing a power of attorney) concerning any issues or any other matter contemplated under this Agreement. Each Party shall make its employees and facilities available on a mutually convenient basis to facilitate such cooperation.

Section 6.2Consistent Treatment. Unless and until there has been a Final Determination to the contrary, each Party agrees (a) to treat the Reorganization, taken together with the Distribution, as a tax-free reorganization under section 368(a)(1)(D) of the Code and the Distribution as a tax-free distribution of the FCPT Common Stock under section 355 of the Code, and (b) not to take any position on any Tax Return or in connection with any Tax Contest that is inconsistent with (i) the allocation of Taxes and Tax Attributes hereunder, or (ii) this Agreement, the Separation and Distribution Agreement, or the Tax Materials.

ARTICLE VII

RETENTION OF RECORDS; ACCESS

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Section 7.1Retention of Records; Access. The Parties shall (a) retain records, documents, accounting data, and other information (including computer data) necessary for the preparation and filing of all Tax Returns in respect of Taxes of either the Darden Group or the FCPT Group for any Taxable period, or for any Tax Contests relating to such Tax Returns, and (b) give to the other Party reasonable access to such records, documents, accounting data, and other information (including computer data) and to its personnel (insuring their cooperation) and premises, for the purpose of the review or audit of such Tax Returns to the extent relevant to an obligation or liability of a Party under this Agreement or for purposes of the preparation or filing of any such Tax Return, the conduct of any Tax Contest or any other matter reasonably and in good faith related to the Tax affairs of the requesting Party. The requesting party shall bear all reasonable out-of-pocket costs and expenses in connection therewith. At any time after the Distribution Date that Darden or any member of the Darden Group proposes to destroy such material or information, Darden shall first notify FCPT in writing and FCPT shall be entitled to receive such materials or information proposed to be destroyed. At any time after the Distribution Date that FCPT or any member of the FCPT Group proposes to destroy such material or information, FCPT shall first notify Darden in writing and Darden shall be entitled to receive such materials or information proposed to be destroyed.

Section 7.2Confidentiality; Ownership of Information; Privileged Information. The provisions of Section 8.2 of the Separation and Distribution Agreement relating to confidentiality of information, ownership of information, privileged information, and related matters shall apply with equal force to any records and information prepared and shared by and among the Parties in carrying out the intent of this Agreement.

Section 7.3Continuation of Retention of Information, Access Obligations. The obligations set forth above in Section 7.1 and Section 7.2 shall continue until the longer of (a) the time of a Final Determination or (b) expiration of all applicable statutes of limitations to which the records and information relate. For purposes of the preceding sentence, each Party shall assume that no applicable statute of limitations has expired unless such Party has received notification or otherwise has actual knowledge that such statute of limitations has expired.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

Section 8.1Complete Agreement; Construction. This Agreement shall constitute the entire agreement among the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter.

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Section 8.2Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original agreement, but all of which together shall constitute one and the same instrument.

Section 8.3Survival of Agreements. Notwithstanding any other provision of this Agreement to the contrary, all representations, covenants and obligations contained in this Agreement shall survive until the expiration of the applicable statute of limitations with respect to any such matter (including extensions thereof).

Section 8.4Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be delivered personally, by facsimile (with confirming copy sent by one of the other delivery methods specified herein), by overnight courier or sent by certified, registered or express air mail, postage prepaid, and shall be deemed given when so delivered personally, or when so received by facsimile or courier, or, if mailed, three (3) calendar days after the date of mailing, as follows:

If to Darden:	Darden Restaurants, Inc. 1000 Darden Center Drive Orlando, FL 32837 Attention: Angela Simmons
with a copy to:	Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, NY 10036 Attention: Pamela Lawrence Endreny
If to FCPT:	Four Corners Property Trust, Inc. ___________________________ Attention:

or to such other address and with such other copies as any Party hereto shall notify the other Parties hereto (as provided above) from time to time.

Section 8.5Waivers. The failure of any Party to require strict performance by the other Party of any provision in this Agreement will not waive or diminish that Party’s right to demand strict performance thereafter of that or any other provision hereof.

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Section 8.6Amendment and Modification. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties hereto.

Section 8.7Assignment; Successors and Assigns; No Third Party Rights. This Agreement may not be assigned by any Party hereto without the prior written consent of the other Parties hereto, and any attempted assignment shall be null and void. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. This Agreement shall be for the sole benefit of the Parties hereto, and their respective successors and permitted assigns, and is not intended, nor shall be construed, to give any Person, other than the Parties hereto and their respective successors and permitted assigns any legal or equitable right, benefit, remedy, or claim hereunder.

Section 8.8No Strict Construction. Darden and FCPT each acknowledge that this Agreement has been prepared jointly by the Parties hereto and shall not be strictly construed against any Party hereto.

Section 8.9Application to Present and Future Subsidiaries. This Agreement is being entered into by the Parties on behalf of themselves and their respective Subsidiaries. This Agreement shall constitute a direct obligation of each such entity and shall be deemed to have been readopted and affirmed on behalf of any entity that becomes a Subsidiary of any Party to this Agreement in the future.

Section 8.10Titles and Headings. The headings and table of contents in this Agreement are for reference purposes only, and shall not in any way affect the meaning or interpretation of this Agreement.

Section 8.11Exhibits and Schedules. The exhibits and schedules to this Agreement shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.

Section 8.12Governing Law; Consent to Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware. Each of the Parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of Delaware and the United States District Court for any district within such state for the purpose of any Action or judgment relating to or arising out of this Agreement or any of the transactions contemplated hereby and to the laying of venue in such court. Service of process in connection with any such Action may be served on each Party hereto by the same methods as are specified for the giving of notices under this Agreement. Each Party hereto irrevocably and unconditionally waives and agrees not to plead or claim any objection to the laying of venue of any such Action brought in such courts and irrevocably and unconditionally waives any claim that any such Action brought in any such court has been brought in an inconvenient forum.

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Section 8.13Severability. If any term, provisions, covenant, or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the fullest extent possible.

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

Darden Restaurants, Inc.
By:	/s/
	Name:
	Title:

Four Corners Property Trust, Inc.
By:	/s/
	Name:
	Title:

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EX-10.4

Exhibit 10.4

TRANSITION SERVICES AGREEMENT

THIS TRANSITION SERVICES AGREEMENT (this "Agreement"), dated __________, 2015 (the “Effective Date”), is entered into by and between Darden Restaurants, Inc., a Florida corporation ("Darden"), and Four Corners Property Trust, Inc., a Maryland corporation ("FCPT"), on behalf of itself and its Affiliates. Darden and FCPT are each sometimes referred to herein as a "Party" and, collectively, as the "Parties".

WHEREAS, Darden and FCPT have entered into that certain Separation and Distribution Agreement, dated ______________, 2015 (the "Distribution Agreement"; capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Distribution Agreement), which provides, among other things, that Darden and FCPT shall enter into a Transition Services Agreement in connection with the transactions contemplated by the Distribution Agreement;

WHEREAS, Darden and its Affiliates currently provide, and provided as of the date of the Distribution Agreement, certain services in support of the FCPT Business; and

WHEREAS, to facilitate the transition of the FCPT Business to FCPT, the Parties desire that, for a limited transition period, Darden and its Affiliates provide certain services to FCPT and its Affiliates on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

1.Description of Services.

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(a)Services. Subject to the terms and provisions of this Agreement and solely for the purpose of facilitating the transition of the FCPT Business to FCPT, Darden shall (or shall cause its Affiliates to) provide to FCPT the services set forth on Exhibit 1hereto (as such Exhibit 1 may be amended by the mutual agreement of the Parties in writing from time to time, the "Services Attachment") (the "Services").

(b)Purchase of Additional or Modified Services. From time to time, FCPT may request Darden to provide additional or modified Services that are not described in the Services Attachment, but are of a similar scope or nature as those used by Darden relating to the FCPT Business prior to the Distribution Date. Darden will use commercially reasonable efforts to accommodate any reasonable requests by FCPT to provide such additional or modified Services. In order to initiate a request for additional or modified Services, FCPT shall submit a request in writing to Darden specifying the nature of the additional or modified Services and the date on which it is requesting such Services to commence, and requesting a cost estimate (based on the general parameters set forth in this Agreement) and time frame for completion of such Services. Darden shall respond in writing within ten (10) business days to such written request indicating whether it will provide such additional or modified Services and, if so, setting forth the terms and conditions thereof (including, without limitation, the cost for such additional or modified Services) and the date upon which it would be able to commence providing such additional or modified Services; provided that such ten (10) business day period shall be subject to reasonable extension if, due to the volume, frequency or type of requests submitted by FCPT, Darden's preparation of responses to such requests is materially interfering with, or is likely to materially interfere with, Darden's normal business activities. If Darden has indicated that it will provide additional or modified Services requested by FCPT, and if FCPT accepts the terms and conditions set forth in Darden's response to such request (and the date upon which additional or modified Services would commence), then such additional or modified Services shall be provided hereunder and according to the terms agreed to by the Parties in a written amendment to the Services Attachment, which shall be consistent to the greatest extent practicable with the terms of this Agreement.

(c)    Ancillary Services. Any functions, responsibilities, activities or tasks that are not specifically described in this Agreement or the Services Attachment, but are reasonably required for the proper performance and delivery of the Services (including any additional or modified Services), and are a necessary or inherent part of such Services, as performed by Darden, in the ordinary course of business, shall be deemed to be implied by and included within the scope of such Services, subject to any limitations set forth in this Agreement or the Services Attachment, to the same extent and in the same manner as if specifically described in this Agreement.

(d)    Modifications. Unless otherwise provided for in this Agreement, if FCPT makes any change in the processes, procedures, practices, networks, equipment, configurations, or systems pertaining to the FCPT Business, and such change has a materially adverse impact on Darden's ability to provide any of the Services, then Darden shall be excused from performance of any such affected Service until FCPT mitigates the material adverse impact of such change or the Parties enter into an agreement to provide additional or

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modified services that may be necessitated by such changes, and FCPT shall be responsible for all expenses incurred by Darden in connection with the cessation and, if applicable, the resumption of the affected Services.

(e)     Transition Plan. The Parties shall agree on a transition plan after the execution of this Agreement (the "Transition Plan") which shall include: (i) a plan and timetable for the migration of FCPT away from the provision of Services by Darden; (ii) assistance in relation to migration; (iii) information in relation to the operation of the relevant information technology systems and the interface between such information technology systems for the purpose of implementing the migration referred to in this Section (including the applicable Services listed in the Services Attachment); (iv) respective responsibilities of the Parties in carrying out the migration; and (v) safeguards to ensure minimal disruption to both Parties' ongoing businesses during the migration. Each Party shall implement and comply with its obligations under the Transition Plan as agreed to by the Parties. Except as may otherwise be expressly provided in the Transition Plan or Services Attachment, as applicable, FCPT shall bear all costs associated with the migration by FCPT away from the Services provided by Darden pursuant to the Transition Plan.

(f)    Representatives.

(i)    Service Representatives. Each Party will designate an individual who shall be the primary interface for the purposes of coordinating the Services provided hereunder (the "Service Representative"). Such individual shall (A) coordinate with the other Party and its Service Representative to provide the relevant contacts in that Party's applicable departments for the purposes of implementing and performing the Services, (B) evaluate in consultation with the other Party's Service Representative when a particular Service may be terminated, and (C) have the authority and power to make decisions with respect to actions to be taken by such Party with respect to the provision of Services under this Agreement. The Service Representative shall perform the duties required hereby in a professional and timely manner. Each Party may change its Service Representative by giving written notice to the other Party in accordance with the notice provisions of this Agreement.

(ii)    Obligations of the Service Representatives. Each Party shall, or shall ensure that its Service Representative, as applicable, respond within a commercially reasonable time to any reasonable requests by the other Party or its Service Representative for such Party's Service Representative to provide directions, instructions, approvals, authorizations, decisions or other information reasonably necessary for Darden to perform any Services.

(iii)    Meetings of the Service Representatives. The Service Representatives shall meet on a monthly basis (which meeting may be held telephonically) during the Term. The purpose of such meetings shall be to discuss the Services and each Party's obligations under this Agreement, including operational details, transitional matters, dispute resolution and any other issues related

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to this Agreement. Such meetings will take place at mutually agreed locations (including by teleconference) and may include a reasonable number of additional representatives from either Party.

(g)Standard of the Provision of Services. Darden shall provide the Services in a manner and at a level as more particularly described in Section 8 of this Agreement. Darden shall provide Services in accordance in all material respects with all applicable Laws.

2.Term.

(a)The term of this Agreement shall commence on the Effective Date and, unless terminated earlier in accordance with Section 12, expire on the latest end date with respect to all Services specified in the Services Attachment (the "Term"). Thereafter, if FCPT desires and Darden agrees to continue to perform any of the Services after the Term has expired, the Parties shall negotiate in good faith to determine an amount that compensates Darden for all of its costs for such performance; provided, however, that in no event shall any of the Services be performed after the date that is one year after the Effective Date. However, should Darden fail to complete performance of any Service(s) within the Term identified in the Services Attachment for such Service(s), and such failure does not result from the actions or inactions of FCPT or a force majeure event (as defined in Section 16 herein), the Term for such incomplete Service(s) shall be extended to accommodate complete performance without additional charge to FCPT; provided, however, that in no event shall any of the Services be performed after the date that is one year after the Effective Date. The Services so performed by Darden after the expiration of the Term shall continue to constitute Services under this Agreement and be subject in all respects to the provisions of this Agreement for the duration of the extension period.

(b)Darden shall (or shall cause its Affiliates to) provide each Service for the period commencing on the Effective Date and ending on the earlier to occur of (i) the expiration of the term with respect to such Service (as set forth in the Services Attachment), or (ii) the date that the Parties mutually agree in writing that such Service is no longer required to be provided by Darden or its Affiliates, subject to earlier termination of this Agreement or termination of all or a portion of the Services, as set forth in Section 12 hereof. Notwithstanding the foregoing, FCPT shall (and shall cause its Affiliates to) use commercially reasonable efforts to transition the Services to another provider as quickly as practicable or, as applicable, to cause FCPT and/or its Affiliates to provide the Services.

3.Consideration for Services. As consideration for the Services, FCPT shall pay to Darden the monthly service fee (the "Service Fee") for each of the Services as set forth in the Services Attachment and for all out-of-pocket costs and expenses paid to third parties actually incurred by Darden in the provision of the Services that are approved in writing (including by electronic mail) by FCPT's Service Representative prior to Darden incurring such out-of-pocket expense; provided, however, Darden shall not be required to perform Services until FCPT has approved any related third-party costs and expenses.

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4.Terms of Payment.

(a)As promptly as practicable following the end of each calendar month during the Term, Darden shall submit to FCPT in writing an invoice setting out in reasonable detail each Service performed by Darden during the preceding month and the related Service Fee and any costs and expenses. Subject to subsection (c) below, FCPT shall pay the amount shown on each such invoice no later than thirty (30) calendar days after receipt of such invoice; payment shall be made without withholding or deduction of any kind. Subject to subsection (c) below, if such amount is not received in full by Darden within such 30-day period, FCPT shall also pay Darden interest on the unpaid portion from and after the last day of such 30-day period following receipt of such invoice until paid in full, at a rate per annum equal to the prime lender rate as reported on the last day of the calendar month in respect of such invoice by the Wall Street Journal.

(b)Any transition, excise, sales, use or similar tax charged to, assessed on or incurred by the rendering of the Services shall be split equally between Darden, on the one hand, and FCPT, on the other hand, and FCPT's share shall be specified by Darden on an invoice and paid by FCPT to Darden in addition to the Service Fees; provided, however, Darden shall be solely responsible for its own income taxes.

(c)Should FCPT dispute in good faith any portion or the entire amount due on any invoice or require any adjustment to an invoiced amount, FCPT shall promptly notify Darden in writing of the nature and basis of the dispute and/or adjustment within fifteen (15) business days after FCPT's receipt of such invoice. If FCPT fails to notify Darden within such 15-day period, the invoiced amount shall be deemed to be accurate and correct and shall not be subject to dispute or contest by FCPT or any Affiliate thereof. In the event FCPT timely delivers notice of a dispute and/or adjustment, the Parties shall use their reasonable best efforts to resolve such matter within thirty (30) calendar days and FCPT shall not be required to pay any contested amount until the dispute is resolved. FCPT shall pay to Darden within fifteen (15) business days following agreement by the Parties any portion of a previously contested amount that is determined by the Parties to be payable by FCPT, with interest from and after the date payment was originally due from FCPT through, but excluding, the date of payment by FCPT, at the rate per annum equal to the prime lender rate as reported on the last day of the calendar month in respect of the applicable invoice by the Wall Street Journal.

5.Method of Payment. All amounts payable by FCPT hereunder shall be remitted to Darden by wire transfer of immediately available funds in United States dollars to a bank to be designated in the invoice or otherwise in writing by Darden, unless otherwise provided for and agreed upon in writing by the Parties.

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6.Accounting Records and Documents.

(a)Darden or its Affiliates shall be responsible for maintaining full and accurate accounts and records of all Services rendered pursuant to this Agreement and such additional information as FCPT may reasonably request for purposes of their internal bookkeeping, accounting, operations and management. Darden shall maintain its accounts and records in accordance with past practice; provided, that, to the extent full and accurate information is not relied upon by Darden in the ordinary course of business with respect to any particular item, unit or market/sub-market, Darden shall maintain such accounts and records on the basis of appropriate and reasonable allocations. Darden shall keep such accounts and records available, during all reasonable business hours during the Term of this Agreement, at its principal offices, or at such other location as required by applicable Laws, for audit, inspection and copying by FCPT and its authorized Representatives, upon reasonable notice, authorized by them or any governmental agency having jurisdiction over FCPT and/or its subsidiaries; provided, that, the costs or expenses incurred by FCPT or Darden for any such audit, inspection or copying shall be the sole responsibility of FCPT.

(b)At any time during the Term of this Agreement, FCPT or its authorized Representatives shall have the right to inspect and audit Darden's accounts, books and records relating to the Services upon five (5) business days prior written notice during regular business hours and without undue disruption of the normal operations of Darden.

(c)    All information FCPT, its Affiliates and its other authorized Representatives gain access to pursuant to this Section 6 shall be subject to the terms of the confidentiality provisions set forth in Section 13 of this Agreement.

7.Consents.

(a)    If any consent or approval of, or notice to, any third party is required to implement the terms of this Agreement ("Third Party Consent"), FCPT and Darden shall each use their respective commercially reasonable efforts to obtain any Third Party Consent as soon as reasonably practicable, each at the cost of FCPT. If any such Third Party Consent is refused or not obtained within three (3) months after the Distribution Date, the Parties shall co-operate in good faith to agree and implement reasonable alternative arrangements which achieve the same commercial effect as that contemplated by this Agreement.

(b)    If either Party so requests, the other Party shall provide all reasonable assistance in obtaining any Third Party Consent and neither Party will unreasonably do or omit to do anything which would cause any relevant third party to refuse to grant or to terminate or revoke any Third Party Consent.

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8.Performance Standards. In providing the Services to FCPT under this Agreement, Darden shall (and shall cause its controlled subsidiaries to):

(a)    in the case of any Services for which Darden is not dependent on the performance of third parties, provide such Services in a timely and professional manner generally consistent with the past practices of Darden and its controlled subsidiaries in providing the same or similar Services to the FCPT Business prior to the execution of the Distribution Agreement (or, to the extent the same or similar services have not previously been provided, consistent with general industry standards) and in conformance in all material respects with any service levels set forth in the applicable Services Attachment; and

(b)    in the case of any Services for which Darden is dependent on the performance of third parties, provide such Services in a manner consistent with the level of performance that Darden receives from such third party.

9.No Representations or Warranties. EXCEPT AS SET FORTH IN SECTION 8, THE SERVICES ARE PROVIDED “WITH ALL FAULTS” AND “AS IS” AND DARDEN MAKES NO EXPRESS OR IMPLIED WARRANTY WITH RESPECT TO THE SERVICES, AT LAW OR IN EQUITY, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. ANY AND ALL OTHER REPRESENTATIONS, WARRANTIES OR GUARANTIES, WRITTEN OR ORAL, EXPRESS OR IMPLIED IN FACT OR IN LAW, AND WHETHER OR NOT BASED ON STATUTE, ARE EXCLUDED AND EXPRESSLY DISCLAIMED. DARDEN DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE PROVISION OF SERVICES.

10.Status of Employees and Facilities; Proprietary Rights.

(a)Whenever Darden utilizes its (or its Affiliates') employees to perform the Services for FCPT pursuant to this Agreement, such employees shall at all times remain subject to the direction and control of Darden (or its Affiliates), and FCPT shall have no liability to such persons for their welfare, salaries, fringe benefits, legally required employer contributions and tax obligations by virtue of the relationships established under this Agreement. Darden shall have complete discretion to supervise and manage such employees and any third-party contractors providing the Services on behalf of Darden, and Darden is not required to continue employment for any specific individual personnel of Darden or its Affiliates or to maintain engagements with specific third-party contractors. No equipment or facility of Darden used in performing the Services for or subject to use by FCPT shall be deemed to be transferred, assigned, conveyed or leased by such performance or use. Darden shall maintain appropriate security, maintenance and insurance coverage on such equipment or facility.

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(b)Except as set forth in the Services Attachment, to the extent Darden or its Affiliates use any proprietary intellectual property rights owned by or licensed to Darden or its Affiliates in providing the Services, such proprietary intellectual property rights and any derivative works thereof, or modifications or improvements thereto, conceived or created as part of the provision of Services ("Improvements") will, as between the Parties, remain the sole property of Darden or its Affiliate, as applicable, unless any such Improvement was created for FCPT pursuant to a certain Service and at FCPT's request. If any Improvement is created for FCPT pursuant to a certain Service or other proprietary intellectual property rights are created specifically for FCPT pursuant to Services provided under the Services Attachment (a "FCPT Specific Improvement"), such FCPT Specific Improvement shall be owned by FCPT. The applicable Party will and hereby does assign to the applicable owner designated above, and agrees to assign automatically in the future upon first recordation in a tangible medium or first reduction to practice, all of such Party's right, title and interest in and to all Improvements, if any. All rights not expressly granted herein are reserved.

11.Indemnification.

(a)From and after the date of this Agreement, Darden shall indemnify, defend and hold harmless the FCPT Indemnified Parties from and against all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs and expenses (including reasonable attorneys’ fees, costs and other reasonable out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (hereinafter collectively, “Losses”) asserted against, imposed upon or incurred by the FCPT Indemnified Parties to the extent resulting from, arising out of, based upon or otherwise in respect of the gross negligence or willful misconduct of Darden or its Affiliates or Representatives in the performance of Darden's obligations under this Agreement.

(b)From and after the date of this Agreement, FCPT shall indemnify, defend and hold harmless the Darden Indemnified Parties from and against all Losses asserted against, imposed upon or incurred by the Darden Indemnified Parties to the extent resulting from, arising out of, based upon or otherwise in respect of this Agreement or the Services other than Losses asserted against, imposed upon or incurred by the Darden Indemnified Parties to the extent resulting from, arising out of, based upon or otherwise in respect of the gross negligence or willful misconduct of Darden or its Affiliates or Representatives in the performance of Darden's obligations under this Agreement.

(c)In the event Darden (or any Darden Indemnified Party) or FCPT (or any FCPT Indemnified Party) shall have a claim for indemnity against the other Party under the terms of this Agreement, the Parties shall follow the procedures set forth in Article VII of the Distribution Agreement as if fully set forth herein.

(d)Independent of, severable from, and to be enforced independently of any other enforceable or unenforceable provision of this Agreement, NO PARTY WILL BE LIABLE TO ANY OTHER PARTY (NOR TO ANY PERSON CLAIMING RIGHTS

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DERIVED FROM ANY OTHER PARTY'S RIGHTS) FOR PUNITIVE, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF USE, LOSS OF BUSINESS, LOSS OF PROFIT OR LOSS OF GOODWILL. Further, indemnification shall be limited to actual Losses which in no event shall exceed the total amount of compensation payable to Darden hereunder.

(e)    Except as otherwise provided in this Section 11, Darden's sole responsibility to FCPT for errors or omissions in providing the Services shall be to re-perform such Services promptly and properly in a diligent manner, at no additional cost or expense; provided, however, that each Party shall use reasonable best efforts to detect any such errors or omissions and promptly advise the other Party of any such error or omission of which it becomes aware.

12.Termination.

(a)This Agreement may be terminated prior to expiration of the Term in accordance with the following:

(i)upon the mutual written agreement of the Parties;

(ii)by either Darden, on the one hand, or FCPT, on the other hand, for material breach of any of the terms hereof by Darden or by FCPT, respectively, (A) if such breach is curable within thirty (30) calendar days and such breach shall not have been cured within thirty (30) calendar days after written notice of breach is delivered to the defaulting Party and (B) if such breach is not curable within thirty (30) calendar days and such breach shall not have been addressed by the defaulting Party through a good faith plan to cure such breach as promptly as practicable;

(iii)by Darden if FCPT shall fail to pay for Services in accordance with the terms of this Agreement (and such payment is not disputed by FCPT in good faith in accordance with Section 4(c) hereof) and such breach is not cured within ten (10) calendar days after written notice of breach is delivered to FCPT, including by electronic mail to FCPT's Service Representative; or

(iv)by either Darden, on the one hand, or FCPT, on the other hand, upon written notice to Darden, on the one hand, or FCPT, on the other hand, if the other Party files a proceeding in bankruptcy, receivership, rehabilitation or reorganization, or for composition, liquidation or dissolution or for similar relief, or there is a filing against such person of any such proceeding which is not dismissed within sixty (60) calendar days after the filing thereof.

(b)In addition, this Agreement may be terminated solely with respect to any one or more Service(s) or additional service(s) provided hereunder prior to the expiration of the Term either upon the mutual written agreement of the Parties or in accordance with the following:

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(i)    If FCPT desires to terminate a Service, FCPT shall complete and deliver to Darden a Service Termination Request Form, substantially in the form attached hereto as Exhibit 2. In completing the Service Termination Request Form, FCPT shall refer to the Service it wishes to terminate (the "Terminated Service") as it is specifically named in the Services Attachment, and the requested date of termination. In the event that FCPT requests termination of a Service as of a date that is less than sixty (60) days following delivery of the Service Termination Request Form, FCPT shall nonetheless be obligated to pay Darden for the cost of providing such Service through the end of such sixty (60)-day period, notwithstanding such termination unless Darden shall otherwise agree in writing.

(ii)    Unless the requested date of termination is set forth on the Service Termination Request Form, Darden shall cease such Terminated Service(s) or additional service(s) as soon as practicable after Darden's receipt of the Service Termination Request Form. If Darden ceases any Terminated Service(s) prior to the date that is sixty (60) calendar days after Darden has received such written notification from FCPT, then FCPT will compensate Darden for the cost of Darden providing such Terminated Service(s) through the end of such sixty (60) calendar day period, notwithstanding such termination unless Darden shall otherwise agree in writing.

(iii)    If a Service is terminated, the Services Attachment shall be updated, as applicable, to reflect such termination.

(c)    Immediately following expiration or termination of this Agreement, each Party shall, except as otherwise provided in any other Transaction Agreement, return to the other Party (and make no further use of) all proprietary information of the other Party in each Party’s possession or control, including, in the case of FCPT, any Darden Confidential Information and, in the case of Darden, any FCPT Confidential Information. Likewise, except as otherwise provided in any other Transaction Agreement or as necessary to comply with applicable law, within thirty (30) days following any such termination or expiration, each Party shall return to the other Party (and make no further use of) all copies of all proprietary information of the other Party in each Party's possession or control, including, in the case of FCPT, any Darden Confidential Information and, in the case of Darden, any FCPT Confidential Information.

13.Confidentiality. Each Party acknowledges that during the course of providing Services hereunder, or in the course of receiving Services hereunder, the other Party may disclose to it certain confidential information. Each Party agrees to use such confidential information only for the purposes for which it was disclosed and in accordance with the terms and conditions set forth in Section 8.2 of the Distribution Agreement and the obligations hereunder shall survive until the later of (i) five (5) years after the date of disclosure of confidential information hereunder or (ii) so long as may be required by Law.

14.Independent Contractor Status. Each Party shall be deemed to be an independent contractor to the other Party. Nothing contained in this Agreement shall create or be deemed to create an employment, agency, joint venture or partnership relationship between Darden and FCPT. The terms of this Agreement are not intended to cause any of the Parties and their Affiliates to become a joint employer

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for any purpose. Each of the Parties agrees that the provisions of this Agreement as a whole are not intended to, and do not, constitute control of the other Party (or any Affiliates thereof) or provide it with the ability to control such other Party (or any Affiliates thereof), and each Party expressly disclaims any right or power under this Agreement to exercise any power whatsoever over the management or policies of the other Party (or any Affiliates thereof). Nothing in this Agreement shall oblige either Party to act in breach of the requirements of any Law applicable to it, including securities laws, written policy statements of securities commissions and other regulatory authorities, and the by-laws, rules, regulations and written policy statements of relevant securities and self-regulatory organizations.

15.Governing Law. THIS AGREEMENT SHALL BE GOVERNED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO THE CHOICE OF LAW PROVISIONS THEREOF).

16.Force Majeure. Neither Party shall be held liable for any delay or failure in performance of any part of this Agreement (other than outstanding payment obligations hereunder) from acts of God, acts of civil or military authority, embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods, strikes, and power blackouts. Upon the occurrence of a condition described in this Section 16, the Party whose performance is prevented shall give written notice to the other Party and the Parties shall promptly confer, in good faith, to agree upon equitable, reasonable action to minimize the impact, on both Parties, of such conditions.

17.Dispute Resolution Procedures.

(a)Other than such disputed matters addressed by Section 4(c), if a dispute arises between the Parties with respect to the terms and conditions of this Agreement, a Party's performance of its obligations hereunder, or any matter relating to the Services ("Dispute"), the Parties agree to use and follow this dispute resolution procedure described in this Section 17 prior to initiating any judicial action.

(b)Claims Procedure. If a Party shall have a Dispute, such Party shall provide written notice to the other Party in accordance with the provisions of Section 19 of this Agreement, in the form of a claim identifying the nature of the Dispute in sufficient detail to describe the basis for the claim (a "Dispute Notice"). Upon receipt of the Dispute Notice, the other Party shall have ten (10) calendar days to provide a written response to the Dispute Notice (the "Response"). The Party providing the Dispute Notice shall have an additional five (5) calendar days following its receipt of the Response to accept the proposed resolution or to request implementation of the procedure set forth in Section 17(c) below (the "Escalation Procedure"). Failure to comply with the time limitations set forth in this Section 17 shall result in the implementation of the Escalation Procedure.

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(c)Escalation Procedure. At the written request of a Party involved in the Dispute and in compliance with Section 17(b), each Party shall appoint a knowledgeable senior officer to negotiate in good faith to resolve such Dispute (the "Negotiating Representatives"). The Negotiating Representatives must be empowered to decide the issues presented in any Dispute. The Negotiating Representatives will attempt to resolve the Dispute within five (5) business days of receiving the written request. If the Dispute cannot be resolved within that time period, then the Parties may resort to litigation in accordance with Section 9.2 of the Distribution Agreement. During the time period of any Dispute, each Party shall continue to perform its respective obligations under this Agreement (except in the event FCPT fails to pay amounts due in accordance with Section 4 hereunder).

18.Amendments; Waivers. No alteration, modification or change of this Agreement, including the Services Attachment, shall be valid except by an agreement in writing executed by the Parties. Except as otherwise expressly set forth herein, no failure or delay by any Party in exercising any right, power or privilege hereunder (and no course of dealing between or among any of the Parties) shall operate as a waiver of any such right, power or privilege. No waiver of any default on any one occasion shall constitute a waiver of any subsequent or other default. No single or partial exercise of any such right, power or privilege shall preclude the further or full exercise thereof

19.Notices. All notices, demands and requests required or permitted to be given under the provisions of this Agreement shall be (i) in writing, (ii) sent by facsimile (with receipt personally confirmed by telephone), delivered by personal delivery, or sent by commercial delivery service or certified mail, return receipt requested, (iii) deemed to have been given on the date telecopied with receipt confirmed, the date of personal delivery, or the date set forth in the records of the delivery service or on the return receipt, and (iv) addressed as follows:

If to Darden or a member of the Darden Group, to:

c/o Darden Restaurants, Inc.

1000 Darden Center Drive

Orlando, Florida 32837

Attention:    Chief Executive Officer

Chief Financial Officer

with copies to:

Hogan Lovells US LLP

Columbia Square

12

555 Thirteenth Street, NW

Washington, DC 20004

Attention:    Stuart G. Stein, Esq.

and

Skadden, Arps, Slate, Meagher & Flom LLP

4 Times Square

New York, NY 10036

Attention:    Joseph A. Coco, Esq.

Allison Land, Esq.

if to FCPT:

Four Corners Property Trust, Inc.

Attention:    Chief Executive Officer

or to any other or additional persons and addresses as the Parties may from time to time designate in a writing delivered in accordance with this Section 19.

20.Assignment; Benefit and Binding Effect. No Party may assign this Agreement without the prior written consent of each of the other Party; provided, however, Darden, without the consent of FCPT, may assign this Agreement to any Affiliate of Darden, and FCPT may, without the consent of Darden, assign this Agreement to any Affiliate of FCPT, but none of the assignments described in this sentence shall relieve the assignor of its obligations hereunder and, provided further, that any Party may make a collateral assignment of its rights hereunder for the benefit of its lenders. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. The provisions of this Agreement shall be for the exclusive benefit of the Parties (and their successors and permitted assigns) and shall not be for the benefit of any other Person.

21.Severability. If any provision of this Agreement or the application thereof to any Person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by Law. Upon such determination that any term or

13

other provision is invalid or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the greatest extent possible.

22.Entire Agreement. The Distribution Agreement, this Agreement, the Schedules and Exhibits hereto and thereto, and the Transition Plan collectively represent the entire understanding and agreement of the Parties with respect to the subject matter of this Agreement. Each Party hereby represents, acknowledges and agrees that it has not relied on any representation, warranty, covenant, understanding, agreement, written or oral, discussion, or negotiation not expressly contained herein or in the Distribution Agreement in entering into this Agreement.

23.Captions. The captions contained in this Agreement are for reference purposes only and are not part of this Agreement.

24.Counterparts. This Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

25.Specific Performance. The Parties acknowledge that monetary damages may not be an adequate remedy for violations of this Agreement and that any Party may, in its sole discretion and in addition to all other rights and remedies available in law or in equity, to the extent permitted hereunder, apply for specific performance or injunctive or other relief with a court of competent jurisdiction as such court may deem just and proper in order to enforce this Agreement or to prevent violation hereof and, to the extent permitted by applicable Law, each Party waives any objection to the imposition of such relief.

26.Remedies Cumulative. All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall, be cumulative and not alternative, and the exercise or beginning of the exercise of any right, power or remedy thereof by a Party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such Party.

27.General Cooperation. Subject to the terms and conditions set forth in this Agreement, Darden's obligations under this Agreement shall be conditioned on FCPT using all commercially reasonable efforts to provide information and documentation sufficient for Darden to perform the Services as they were performed prior to the date of this Agreement, and make available, as reasonably requested by Darden, sufficient resources and timely decisions, approvals and acceptances in order that Darden accomplish its obligations under this Agreement in a timely and efficient manner.

28.Controlling Provisions. If there is any conflict or inconsistency between the terms and conditions set forth in the main body of this Agreement and the Services Attachment, the provisions of the Services Attachment shall control with respect to the rights

14

and obligations of the Parties regarding the Services. If there is any conflict or inconsistency between the terms and conditions of this Agreement and the Distribution Agreement, the provisions of this Agreement shall control solely with respect to the rights and obligations of the Parties regarding the Services.

29.No Set-Off. The obligations under this Agreement shall not be subject to set-off for non-performance or any monetary or non-monetary claim by any Party or any of their respective Affiliates under any other agreement between the Parties or any of their respective Affiliates.

30.Parties in Interest. Other than Persons entitled to receive indemnification under Section 10, nothing in this Agreement, express or implied, is intended to confer on any Person other than the Parties and their respective successors and permitted assigns any rights or remedies under or by virtue of this Services Agreement. Each FCPT Indemnified Party other than FCPT, and each Darden Indemnified Party other than Darden, is an express, third-party beneficiary of Section 11.

31.Data Protection. Each Party shall comply with its obligations under all applicable data protection laws in respect of the Services to be provided under this Agreement. Each Party agrees in respect of any such personal data supplied to it by the other Party that it shall: (a) only act on instructions from the other Party regarding the processing of such  personal data under this Agreement and shall ensure that appropriate technical and organizational measures shall be taken against unauthorized or unlawful processing of the personal data and against accidental loss or destruction of, or damage to, the personal data; and (b) comply with any reasonable request made by the other Party to ensure compliance with the measures contained in this Section.

32.Further Assurances. Each Party shall perform all other acts and execute and deliver all other documents as may be necessary to secure all necessary authorizations and approvals of this Agreement by all applicable governmental bodies in the United States of America, and as otherwise may be required to give effect to the terms and conditions of this Agreement.

[Remainder of page intentionally left blank]

15

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on its behalf on the day and year first above written.

DARDEN RESTAURANTS, INC.

By:

Name:

Title:

FOUR CORNERS PROPERTY TRUST, INC.

By:

Name:

Title:

16

EXHIBIT 1

SERVICES ATTACHMENT

The Services shall consist of those items set forth in the following table, or such subset of the Services set forth in the following table as shall be agreed upon by the Parties prior to the Effective Date.

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Information Technology Services
1-1	Application Usage and Support (Restaurant Facing Systems, Culinary & Supply Chain Systems, Financial Systems, HR Systems, Reporting Capabilities) The services described below are applicable to all business systems listed in the attached Table 1.0 •    Provide continued access to, and use of, business systems under Provider user policies and procedures •    Provide application hosting services and infrastructure maintenance required to support the applications •    Provide maintenance and monitoring of the systems including: system uptime, system performance, and minor patches / updates	$3,158	90 Days	Provider: Jordan Lomas SVP, Infrastructure and Business Solutions Darden Recipient: Carol Dilts VP of Operations Kerrow Holdings
1-2	Infrastructure – Logical Network / User Access / Security •    Provide maintenance and administration of Recipient’s Active Directory environment •    Provide user account maintenance, including: addition, modification, or deletion of Recipient employees for Active Directory as well as business systems listed in Table 1.0 •    Provide data and logical system security using Provider’s practices for business systems listed in Table 1.0	$2,000	90 Days	Provider: Jordan Lomas SVP, Infrastructure and Business Solutions Darden Recipient: Carol Dilts VP of Operations Kerrow Holdings
1-3	Infrastructure – Data Center Operations •    Maintain existing data center facilities including all servers, storage, network infrastructure, and other required physical IT infrastructure to support the business systems listed in Table 1.0 •    Maintain and administer IT infrastructure supporting the business systems listed in Table 1.0, including: performance monitoring of batch jobs and “business as usual” upgrades/patch maintenance •    Perform data backups and disaster recovery for business systems listed in Table 1.0	$10,655	90 Days	Provider: Jordan Lomas SVP, Infrastructure and Business Solutions Darden Recipient: Carol Dilts VP of Operations Kerrow Holdings

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1-4	Infrastructure – Network and Telecommunications •    Monitor and maintain LAN connectivity for Recipient devices, including performance monitoring and network segregation (where possible) •    Monitor and maintain restaurant network connectivity •    Provide level one support services for restaurant network equipment (including: routers, switches, and security devices) that were in place as of the Effective Date (no new equipment outside of existing footprint) •    Provide remote access (via existing VPN tools) to business systems listed in Table 1.0 under Provider’s user policies and procedures •    Provide continued maintenance for voice communications through existing third-party contracts (provided permission is granted by the applicable third-party providers)	$750	90 Days	Provider: Jordan Lomas SVP, Infrastructure and Business Solutions Darden Recipient: Carol Dilts VP of Operations Kerrow Holdings Bill Lenehan
1-5	PC Support and Restaurant Help Desk •    Provide corporate end user computing support (i.e., general break / fix) for relevant IT infrastructure and business systems listed in Table 1.0 •    Provide IT support to restaurant locations for general infrastructure and business systems listed in Table 1.0 •    Provide users with continued access to Provider’s IT help desk and PC support via existing channels (i.e., phone, email, or the self-service ticketing) •    Procure and provision Recipient replacement IT assets, consistent with the current design, topology, and support models •    Provide coordination for all site equipment maintenance via existing third-party partner(s), including: Point of Sale (POS) terminals, Kitchen Display System (KDS) equipment, routers, switches, phones, and security devices Service Limitations While operating on the Provider’s network, Recipient users will be required to use the Provider’s standard desktop/laptop image (hardware and software)	$1,250	90 Days	Provider: Jordan Lomas SVP, Infrastructure and Business Solutions Recipient: Carol Dilts VP of Operations Kerrow Holdings

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1-6 General Consultative Services •    Provide general consultative advice and facilitate discussions with NCR on ALOHA technology used in the restaurant including: systems setup and configuration, data management, system to system interfaces, infrastructure configuration and operations, vendor management, and reporting / analytics $6,000 *Note: This service fee assumes a minimum of 40 hours per month at $150 per hour – Darden will continue to charge $150/ hour for hours incurred over the 40 hour threshold, as needed 90 Days Provider: Jordan Lomas SVP, Infrastructure and Business Solutions Recipient: Carol Dilts VP of Operations Kerrow Holdings

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Table 1.0 – Application List (notable applications in bold)
Restaurant Facing	Culinary & Supply Chain	Financial Systems	HR Systems	Infrastructure
AJB DASH Guest Count Forecasting HVAC Monitoring iShift KDS LMS Par Pull RWA Admin Security Cameras TimeOff TMS, DCIS, TableBoss Visiting Manager	Alcohol Vendor Catalog Ariba BizTalk Docusign ESHA Genesis eSmallwares Hertzler iKitchen Invoice Recap iSupply (Custom, Reg) ITQ Menu System Oracle WMS PowerBuyer Product Complaints SSA - Supplier Security Application	Quillix	Bonus Calculator/AMS Team Data Feeds: •ADP •Aon Hewitt •Equifax •FSV •Liberty Mutual •REED •Wells Fargo krowD eLM Kenexa PeopleSoft HRIS Recurring Payment System	Computrace Encase Espresso Ironport Magic Microsoft Active Directory Microsoft Outlook Microsoft SharePoint Nessus SecureTransport (Tumbleweed) Siteminder Xcellenet XTERM WebSense
Marketing	Development	Reporting & Analytical	Legal	Communications
Archway / PartnerWeb Data Feeds: •Guest Satisfaction Survey •YesMail InfoCenter Media Bank •e-Gift Card •Plastic Gift Card	None at this time	BI & Data Warehouse (MicroStrategy) Discoverer GSS Informatica Knapp Track Sales and Guest Count	None at this time	None at this time

21

Finance & Accounting Services
2-1	Finance & Accounting Consultative Services •    Answer questions regarding historical financial information. Provide consultative guidance in the following areas: •    Advise / guide interim resource support (as applicable) •    Provide guidance on the SEC reporting process (i.e., 9/30 10-Q and 12/31 10-K filings) o    Advise on potential process and approach o    Provide historical context of Darden’s approach, as requested o    Assist in reviewing disclosures for historical perspective o    Advise on issue resolution Service Limitations Provider is prohibited from final review and approval of SEC filings; this is the sole responsibility of the recipient	$6,000* *Note: This service fee assumes a minimum of 40 hours per month at $150 per hour – Darden will continue to charge $150/ hour for hours incurred over the 40 hour threshold, as needed	90 Days	Provider: John Madonna, SVP Corporate Reporting and Accounting Darden Recipient: Bill Lenehan, CEO Four Corners Property Trust
2-2	Accounts Payable for Kerrow •    Maintain and update the vendor master file in Oracle •    Administer setup of new vendors in Oracle •    Provide check printing (via third-party) and disbursement services for payments processed on Provider systems •    Key invoices for payment (at the admin level)	$2,750	90 Days	Provider John Madonna, SVP Corporate Reporting and Accounting Darden Recipient: Carol Dilts VP of Operations Kerrow Holdings
2-3	Oracle General Ledger & Sub Ledger Maintenance •    Maintain the Recipient general ledger and associated sub-ledgers (i.e., Accounts Payable, Accounts Receivable, and Fixed Asset) during the month-end and quarter-end financial close •    General accounting support for Kerrow Holdings including: month-end close, revenue accounting, sub-ledger reconciliation, and financial statement production Service Limitations Additions or modifications will conform to Provider’s then current hierarchy	$16,667	90 Days	Provider: John Madonna, SVP Corporate Reporting and Accounting Darden Recipient: Bill Lenehan, CEO Four Corners Property Trust Carol Dilts VP of Operations Kerrow Holdings

22

2-4	Property Accounting •    Maintain and administer the Fixed Asset sub-ledger for GAAP and Tax reporting purposes during the month-end / quarter-end financial close process; Property accounting for recipient will be maintained in an excel spreadsheet	$33,333	90 Days	Provider: John Madonna, SVP Corporate Reporting and Accounting Darden Recipient: Bill Lenehan, CEO Four Corners Property Trust
2-5	Credit / Gift Cards & Treasury •    Assist management with management of credit & gift card processing, including reconciliation of fees/chargebacks, bank /merchant accounts, refunds, etc. •    Assist management in reviewing cash positions and funding requirements to support day to day operations	$3,333	90 Days	Provider: Bill White, SVP Treasurer Darden Recipient: Bill Lenehan, CEO Four Corners Property Trust
2-6	Public Filing Review •    Review recipient’s draft SEC filings. Filings may include 10-Q and 10-K Service Limitations Provider is prohibited from final review and approval of SEC filings; this is the sole responsibility of the recipient	$13,750	90 Days	Provider: John Madonna, SVP Corporate Reporting and Accounting Darden Recipient: Bill Lenehan, CEO Four Corners Property Trust
2-7	Sales Tax Services •    Assist with compilation of data necessary to file sales tax returns for Kerrow Restaurants, LLC and FCPT LLCs for initial sales tax filings due December 20, 2015 •    Review of initial monthly sales tax filings Service Limitations: Provider is prohibited from final review and signing of the sales tax filings made with the relevant jurisdictions	$3,500	90 Days	Provider: Angela Simmons, VP of Tax, Darden Recipient: Bill Lenehan, CEO Four Corners Property Trust

23

Human Resources Services
3-1	Payroll Services •    Payroll Processing – Process payroll and administer payments for Recipient hourly and salaried employees including general deduction code maintenance, wage garnishment, check processing, direct deposit, and pay cards for regular and overtime pay. Distribute Recipient’s bonus and equity payments, vacation, anniversary, suspension and final pay •    Payroll Polling And Exception Reports – Create weekly Recipient payroll polling and exception reports •    Off-cycle Payroll Payments – Administer Recipient off-cycle cash payouts, check reissuance, and retroactive payments •    Tip Share Program Administration –Administer the tip share program for Recipient •    W-2 Processing – Process Recipient W-2 and W-2C (Corrected Wage and Tax Statements) forms and coordinate distribution and customer support provided by Equifax •    Payroll Tax Withholding and Filings – Perform Recipient payroll tax withholding and related tax filings for US •    Payroll Accounting – Prepare Recipient monthly payroll account reconciliations including review of payroll account balances, adjustments to the general ledger, and preparation of vacation pay and vacation tax analysis for monthly true ups •    Payroll Inquiries – Manage employee and manager payroll inquiries received through the Restaurant Support Center call center Service Limitations While payroll is processed on Provider systems, Provider will update and maintain general deduction codes for the benefit program as of the Effective Date. Any incremental administrative costs associated with the setup of new general deduction codes for future HR program changes will be passed through to Recipient	$3,956	90 Days	Provider: Randy Babitt, Senior Director Payroll & Employee Services Darden Recipient: Bill Lenehan, CEO Four Corners Property Trust Carol Dilts VP of Operations Kerrow Holdings

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3-2	Benefits Services •    Health & Welfare Benefits – Administer Health & Welfare benefits (e.g., Medical, Dental, Vision, Health Savings Account, Flexible Spending Account, Short Term Disability, Long Term Disability, Dependent Care FSA, Critical Illness and Accident Insurance, Life Insurance, Benefit Bundle) •    Leave of absence (LOA) and short-term disability administration including coordination of absence and return to work activities with leave of absence outsourced provider (REED) and processing of disability pay calculations •    Administration of qualified medical child support orders, subpoenas and benefits related credit card payments / refunds •    Arrears Processing – Reconcile employee payments for benefits •    Appeals Process – Administer process for benefits eligibility appeals. •    Benefits Invoice Reconciliation – Conduct reconciliation of benefit invoice payments •    ERISA compliance •    ACA Eligibility – Perform annual look-back calculation to determine medical eligibility (ACA) and vacation eligibility, track annual tax reporting requirements •    ACA Compliance	$3,956	90 Days	Provider: Randy Babitt, Senior Director Payroll & Employee Services Darden Recipient: Bill Lenehan, CEO Four Corners Property Trust Carol Dilts VP of Operations Kerrow Holdings
3-3	Compensation Services •    Stock Administration o    Maintain stock compensation plans o    Administer annual and ad hoc equity awards o    Vesting and cancellation of awards o    Grant agreements •    Wage Management – Manage annual merit cycle for management and starting salaries for new manager hires •    Bonus administration	$5,081	90 Days	Provider: Randy Babitt, Senior Director Payroll & Employee Services Darden Recipient: Bill Lenehan, CEO Four Corners Property Trust Carol Dilts VP of Operations Kerrow Holdings

25

3-4	Talent Acquisition Services •    Candidate sourcing (e.g., Job descriptions, Contract management, Social media) •    Application process (e.g., Assessments, Applicant tracking) •    Requisition process •    SOX compliance	$350	90 Days	Provider: Randy Babitt, Senior Director Payroll & Employee Services Darden Recipient: Bill Lenehan, CEO Four Corners Property Trust Carol Dilts VP of Operations Kerrow Holdings
3-5	HR Generalist Services •    Learning and Development o    Managers in Training (MIT) o    Ongoing operations position training o    Onboarding and offboarding o    Maintenance of training materials •    Litigation o    Unemployment claims o    Workers compensation claims o    Dispute resolution process o    EEOC charges •    Performance Management o    Performance feedback process o    Career pathing o    Goal setting / objectives •    Policy Administration (e.g., employee handbook) •    Position Management •    Employee Communications (Announcements)	$3,956	90 Days	Provider: Randy Babitt, Senior Director Payroll & Employee Services Darden Recipient: Bill Lenehan, CEO Four Corners Property Trust Carol Dilts VP of Operations Kerrow Holdings

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3-6 General Consultative HR Services •    General consultative advice for HR inquiries from FCPT / Kerrow Leadership and Darden Leadership; consulting advice is limited to the following areas: o    Benefits Strategy o    Compensation Strategy o    Performance Management o    Employee Relations o    Training & Development o    Stock Comp Admin o    Payroll / Withholdings $6,000 *Note: This service fee assumes a minimum of 40 hours per month at $150 per hour – Darden will continue to charge $150/ hour for hours incurred over the 40 hour threshold, as needed 90 Days Provider: Randy Babitt, Senior Director Payroll & Employee Services Recipient: Bill Lenehan, CEO Four Corners Property Trust Carol Dilts VP of Operations Kerrow Holdings

Development and Licensing Services
4-1	Licensing Consultative Services •    Answer questions related to Kerrow Restaurants regarding new liquor license. If permanent licenses have not been issued at the time of close, provide consultative advice on exiting temporary liquor licenses and obtaining permanent liquor licenses •    Licensing consultative advice is limited to the following areas: o    Post-closing liquor license disclosure requirements (officer changes and change in ownership) o    Required health and other operational permits o    Assist in selection of and transitional coordination with Texas liquor counsel who can assist with: §    Permit and licensing renewal process §    Department of Health issues §    Texas liquor regulations §    Liquor payment regulations	$3,000* *Note: This service fee assumes a minimum of 20 hours per month at $150 per hour – Darden will continue to charge $150/ hour for hours incurred over the 40 hour threshold, as needed	30 Days	Provider: Colleen Hunter, Director Licensing Darden Recipient: Carol Dilts VP of Operations Kerrow Holdings

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Supply Chain
5-1	Inventory Purchasing Services •    Provide continued access to Darden's inventory for relevant purchase orders (i.e., approved menu items) provided via the Maines relationship. Maines will continue to provide replenishment / fulfillment services for this inventory •    Darden to invoice Kerrow Restaurants directly for product costs	Product cost + $01 for overhead / administrative cost	180 Days	Provider: Jim Thomas – Darden Supply Chain Leadership Recipient: Carol Dilts VP of Operations Kerrow Holdings

1. Administrative overhead cost is offset by rebates generated from volume commitment, which would not be granted to Kerrow Restaurants.

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EXHIBIT 2

SERVICES TERMINATION REQUEST FORM

Service Termination Request Form

Requesting Company:

Date of Request:

Completed By:

Service to be Changed:

Requested Service Termination

Item #	Service	Service Provider (Company)	Service Recipient (Company)	Estimated Cost	Requested Termination Date
1
2
3
4
5
6

Acknowledgements
FOUR CORNERS PROPERTY TRUST, INC., by	DARDEN RESTAURANTS, INC., by
Χ	Χ
Name:	Name:
Title:	Title:

29

EX-10.5

Exhibit 10.5

EMPLOYEE MATTERS AGREEMENT

BY AND BETWEEN

DARDEN RESTAURANTS, INC.

AND

FOUR CORNERS PROPERTY TRUST, INC.

Dated ________________, 2015

TABLE OF CONTENTS
			PAGE
ARTICLE I DEFINITIONS			3
	Section 1.1	Definitions.	3
ARTICLE II GENERAL PRINCIPLES			6
	Section 2.1	Transfer of Employment.	6
	Section 2.2	Assumption and Retention of Liabilities.	7
	Section 2.3	FCPT Participation in Darden Benefit Plans.	8
	Section 2.4	Stock Plan Approval by Darden as Sole Stockholder.	8
	Section 2.5	Time-Off Benefits.	8
	Section 2.6	Compensation Terms with FCPT.	8
ARTICLE III EQUITY INCENTIVE AWARDS			8
	Section 3.1	Treatment of Darden Stock Options.	8
	Section 3.2	Treatment of Darden Restricted Stock Units.	9
	Section 3.3	Treatment of Darden Restricted Shares.	9
	Section 3.4	General	10
ARTICLE IV Qualified defined contribution plan; Other Plans			11
	Section 4.1	FCPT 401(k) Plan.	11
	Section 4.2	Darden 401(k) Plan.	12
	Section 4.3	Darden RIP.	12
	Section 4.4	FlexComp Plan.	12
ARTICLE V HEALTH AND WELFARE PLANS			13
	Section 5.1	Health and Welfare Plans Maintained By FCPT.	13
ARTICLE VI Withholding; payroll deductions			14
	Section 6.1	Garnishments, Tax Levies, Child Support Orders, and Wage Assignments; Other deductions.	15
ARTICLE VII additional compensation matters			15
	Section 7.1	Annual Cash Incentive Awards.	15
	Section 7.2	Individual Arrangements.	15
	Section 7.3	Severance Liabilities.	16
ARTICLE VIII GENERAL AND ADMINISTRATIVE			16
	Section 8.1	Employer Rights.	16
	Section 8.2	Effect on Employment.	16
	Section 8.3	Effect on Restrictive Covenants.	16
	Section 8.4	Nonsolicitation of Employees.	17
	Section 8.5	Access To Employees.	17
ARTICLE IX MISCELLANEOUS			17
	Section 9.1	Effect if Distribution Does Not Occur.	17
	Section 9.2	Relationship Of Parties.	17
	Section 9.3	Affiliates.	18
	Section 9.4	Authorization.	18
	Section 9.5	Severability.	18
	Section 9.6	Entire Agreement.	18
	Section 9.7	Assignment; No Third-Party Beneficiaries.	18
	Section 9.8	Amendment.	18

Section 9.9	Rules of Construction.	19
Section 9.10	Counterparts.	19

2

EMPLOYEE MATTERS AGREEMENT

This EMPLOYEE MATTERS AGREEMENT, dated as of ___________, 2015 (this “Agreement”), is by and between Darden Restaurants, Inc., a Florida corporation (“Darden”), and Four Corners Property Trust, Inc., a Maryland corporation (“FCPT” and, together with Darden, the “Parties”).

W I T N E S S E T H:

WHEREAS, the Darden Board has determined that it is advisable and in the best interests of Darden and its stockholders to separate certain real estate assets and other assets from Darden’s business by transferring those assets to FCPT, and to distribute the equity of FCPT to Darden’s stockholders through a spin-off, such that, immediately after the spin-off, FCPT would be an independent, publicly-traded company that will subsequently elect to be subject to tax as a real estate investment trust;

WHEREAS, the Parties have entered into a Separation and Distribution Agreement dated as of ____________, 2015 (the “Distribution Agreement”), to set forth in part how such separation shall be effected; and

WHEREAS, the Distribution Agreement provides that Darden and FCPT will enter into this Employee Matters Agreement to allocate certain assets and liabilities, and to memorialize certain other agreements, in connection with such separation.

NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1Definitions. Capitalized terms used, but not defined herein shall have the meanings assigned to such terms in the Distribution Agreement and the following terms shall have the following meanings:

“Agreement” has the meaning set forth in the Preamble.

“Darden” has the meaning set forth in the Preamble.

“Darden 401(k) Plan” means the Darden Savings Plan, as amended.

“Darden Benefit Plan” means each plan, program, arrangement, agreement or commitment that is an employment, or deferred compensation agreement, or an executive compensation, incentive bonus or other bonus, employee pension, profit-sharing, savings, retirement, supplemental retirement, stock option, stock purchase, stock appreciation rights, restricted stock, other equity-based compensation, severance pay, salary continuation, life, health, hospitalization, sick leave, vacation pay, disability or accident insurance plan, corporate-owned or key-man life insurance or other employee benefit plan, program, arrangement, agreement or commitment, including any “employee benefit plan” (as defined in Section 3(3) of ERISA),

3

sponsored or maintained by Darden or any ERISA Affiliate (or to which such entity contributes or is required to contribute).

“Darden Board” means the board of directors of Darden.

“Darden Employee” means any individual who, on the Distribution Date, is employed by any member of the Darden Group, other than an FCPT Employee, including active employees and employees on vacation or approved leave of absence (including maternity, paternity, family, sick leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, and leave under the Family Medical Leave Act and other approved leaves).

“Darden ESOP” means the employee stock ownership plan portion of the Darden 401(k) Plan.

“Darden ESPP” means the Darden Restaurants, Inc. Employee Stock Purchase Plan.

“Darden Post-Separation Stock Price” means the volume weighted average price of a share of Darden Common Stock trading on the NYSE on the trading day immediately following the Distribution Date.

“Darden Pre-Separation Stock Price” means the volume weighted average price of a share of Darden Common Stock trading on the NYSE on the Distribution Date.

“Darden Restricted Share” means a share of Darden Common Stock granted by Darden or a member of the Darden Group pursuant to one of the Darden Stock Plans that is subject to forfeiture based on the extent of attainment of applicable vesting requirements.

“Darden RIP” means the Retirement Income Plan for Darden Restaurants, Inc., as amended.

“Darden Stock Option” means an option granted by Darden or a member of the Darden Group pursuant to one of the Darden Stock Plans representing a right to purchase, at a designated exercise price, a share of Darden Common Stock following the satisfaction of applicable vesting requirements.

“Darden Stock Plans” means, collectively, the Darden Restaurants, Inc. Stock Option and Long-Term Incentive Plan of 1995, as amended, the Darden Restaurants, Inc. Stock Plan for Directors, as amended, the Darden Restaurants, Inc. Restaurant Management and Employee Stock Plan of 2000, as amended and the Darden Restaurants, Inc. 2002 Stock Incentive Plan, as amended, and any other stock option or stock incentive compensation plan or arrangement maintained on or before the Distribution Date (exclusive of the FCPT Stock Plan) for employees, officers, consultants, non-employee directors, independent contractors or other service providers of Darden or its Affiliates, but shall not include the Darden ESPP.

“Darden Stock Unit” means a stock unit or performance stock unit award relating to Darden Common Stock that is subject to performance and/or time-based vesting requirements, which stock unit award is issued pursuant to the Darden Stock Plan and includes deferred stock units.

“Distribution Agreement” has the meaning set forth in the Recitals.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

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“ERISA Affiliate” means each business or entity which is a member of a “controlled group of corporations,” under “common control” or a member of an “affiliated service group” with Darden within the meaning of Sections 414(b), (c) or (m) of the Code, or required to be aggregated with Darden under Section 414(o) of the Code, or under “common control” with Darden within the meaning of Section 4001(a)(14) of ERISA, in any event exclusive of members of the FCPT Group.

“FCPT” has the meaning set forth in the Preamble.

“FCPT Benefit Plan” means each plan, program, arrangement, agreement or commitment that is an employment, or deferred compensation agreement, or an executive compensation, incentive bonus or other bonus, employee pension, profit-sharing, savings, retirement, supplemental retirement, stock option, stock purchase, stock appreciation rights, restricted stock, other equity-based compensation, severance pay, salary continuation, life, health, hospitalization, sick leave, vacation pay, disability or accident insurance plan, corporate-owned or key-man life insurance or other employee benefit plan, program, arrangement, agreement or commitment, including any “employee benefit plan” (as defined in Section 3(3) of ERISA), sponsored or maintained by FCPT or any FCPT Group member, affiliate, or subsidiary (or to which such entity contributes or is required to contribute).

“FCPT Board” means the board of directors of FCPT.

“FCPT Employee” means any individual who, on the Distribution Date, performs services primarily for the FCPT Group, including active employees and employees on vacation or approved leave of absence (including maternity, paternity, family, sick leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, and leave under the Family Medical Leave Act and other approved leaves), which employees are identified on Schedule A hereto.

“FCPT Participant” shall mean any individual who, immediately following the Distribution Date, is an FCPT Employee or a beneficiary, dependent or alternate payee of a FCPT Employee.

“FCPT Post-Separation Stock Price” means the volume weighted average price of a share of FCPT Common Stock trading on the NYSE on the trading day immediately following the Distribution Date.

“FCPT Restricted Share” has the meaning set forth in Section 3.3(a).

“FCPT Stock Plan” has the meaning set forth in Section 2.5.

“FCPT Stock Unit” means a stock unit or performance stock unit to be granted by FCPT pursuant to Section 3.2 and the FCPT Stock Plan that is subject to performance and/or time-based vesting requirements.

“Final Determination” has the meaning set forth in the Tax Matters Agreement.

“FlexComp Plan” means the Darden Restaurants, Inc. FlexComp Plan, as amended.

“Former Employee” shall mean any former employee of Darden or any of its Affiliates whose employment has terminated on or prior to the Distribution Date.

“Group” means the Darden Group or the FCPT Group, or both, as the context requires.

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“Parties” has the meaning set forth in the Preamble.

“Post-Distribution Darden Option” has the meaning set forth in 3.1(a).

“Post-Distribution Darden Stock Unit” has the meaning set forth in 3.2(a).

“Retained Employee” means each current or former employee of Darden, FCPT or their respective Affiliates, exclusive of Transferred Employees.

“Tax” has the meaning set forth in the Tax Matters Agreement.

“Taxing Authority” has the meaning set forth in the Tax Matters Agreement.

“Tax Benefits” has the meaning set forth in the Tax Matters Agreement.

“Tax Matters Agreement” means the Tax Matters Agreement entered into by the Parties as of ____________, 2015.

“Tax Return” has the meaning set forth in the Tax Matters Agreement.

“Transferred Employee” has the meaning set forth in Section 2.1.

ARTICLE II

GENERAL PRINCIPLES

Section 2.1Transfer of Employment.

(a)    No later than __ days prior to the Distribution Date, FCPT shall provide each FCPT Employee with an employment offer setting forth the anticipated Distribution Date and indicating that the employee’s employment with Darden will terminate as of the end of the Distribution Date, subject to the FCPT Employee remaining actively employed through the Distribution Date, and the employee will become an employee of FCPT or an Affiliate thereof, effective as of the day immediately following the Distribution Date. Any FCPT Employee who is actively employed on the Distribution Date, does not refuse such employment with FCPT, and actually commences employment with FCPT or a member of the FCPT Group on the day immediately following the Distribution Date (or his or her first regularly-scheduled day of employment following the Distribution Date, or in the event of an unscheduled absence from work, reasonably promptly thereafter) shall be referred to as a “Transferred Employee.” For this purpose, an FCPT Employee will be considered “actively employed” if, on the Distribution Date, such FCPT Employee is either actively at work or absent from work on account of paid time-off, vacation, or similar temporary absence, but will not be “actively employed” if such individual is not actively at work due to disability leave or any other reason. Darden shall cause each FCPT Employee to continue to participate in each Darden Benefit Plan (on the terms and subject to the conditions as may be in effect from time to time) through the Distribution Date.

(b)    With respect to any FCPT Employee who is not actively employed on the Distribution Date (each an “Inactive Employee”) but who presents himself or herself for commencement of active employment within six months following the Distribution Date, or such later date with respect to which such FCPT Employee has a legal right to reemployment, reinstatement, or reactivation, FCPT shall

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offer employment with FCPT or an Affiliate thereof effective on the first date such Inactive Employee returns to work. To the extent the Inactive Employee accepts such offer and commences employment with FCPT or an Affiliate, such employee will become a Transferred Employee for purposes of this Agreement on the date of commencement of employment with FCPT or an FCPT Affiliate (the “Transfer Date”).

Section 2.2Assumption and Retention of Liabilities.

(a)    Except as otherwise expressly provided for in this Agreement, Darden shall, or shall cause one or more members of the Darden Group to, assume or retain, and Darden hereby agrees to (or to cause a member of the Darden Group to) pay, perform, fulfill and discharge, in due coursein full (i) all Liabilities under all Darden Benefit Plans, (ii) all Liabilities (excluding Liabilities incurred under a Darden Benefit Plan) with respect to the employment, service, termination of employment or termination of service of all Retained Employees to the extent arising in connection with or as a result of employment with or the performance of services for any member of the Darden Group or FCPT Group, (iii) all Liabilities (excluding Liabilities incurred under a Darden Benefit Plan) with respect to the employment, service, termination of employment or termination of service of all Transferred Employees to the extent arising in connection with or as a result of employment with or the performance of services for any member of the Darden Group or FCPT Group on or before the Distribution Date (or, with respect to Inactive Employees, the individual Inactive Employee’s Transfer Date), and (iv) any other Liabilities or obligations expressly assigned to a member of the Darden Group under this Agreement. For purposes of clarification, the Liabilities assumed or retained by the Darden Group as provided for in this Section 2.2(a) are intended to be Excluded Liabilities within the meaning of the Distribution Agreement.

(b)    Except as otherwise expressly provided for in this Agreement, FCPT shall, or shall cause one or more members of the FCPT Group to, assume or retain, as applicable, and FCPT hereby agrees to (or to cause a member of the FCPT Group to) pay, perform, fulfill and discharge, in due course in full all Liabilities with respect to (i) the employment, service, termination of employment or termination of service of all Transferred Employees to the extent arising in connection with or as a result of employment with or the performance of services for any member of the FCPT Group or Darden Group after the Distribution Date (or, with respect to Inactive Employees, the individual Inactive Employee’s Transfer Date); and (ii) salary and commission payments payable to Transferred Employees to the extent arising in connection with or as a result of employment with or the performance of services for any member of FCPT Group or Darden Group after the Distribution Date (or, with respect to Inactive Employees, the individual Inactive Employee’s Transfer Date). In addition, FCPT shall, or shall cause one or more members of the FCPT Group to, assume or retain, as applicable, all Liabilities specified in this agreement, including (A) time-off benefits (Section 2.5), (B) conversion of Darden Stock Unit Awards (Section 3.2(b)), (C) tax remittance and reporting (Section 3.4(c)), (D) Darden Cash Incentive Plan incentive awards (Section 7.1(a)), and (E) pre-Distribution individual arrangements for FCPT Participants (Section 7.2(b)). For purposes of clarification, the Liabilities assumed by the FCPT Group as provided for in this Section 2.2(b) are intended to be Assumed Liabilities within the meaning of the Distribution Agreement.

Section 2.3FCPT Participation in Darden Benefit Plans. Except as otherwise expressly provided for in this Agreement or as otherwise expressly agreed to in writing between the Parties or pursuant to continued participation under COBRA, effective as of the day immediately following the Distribution Date: (i) no member of the FCPT Group will be a participating company in any Darden Benefit Plan; and (ii) except as required by applicable Law, each Transferred Employee shall cease to actively participate in, accrue benefits under or be eligible to contribute to any Darden Benefit Plan.

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Section 2.4Stock Plan Approval by Darden as Sole Stockholder. Effective as of not later than the Distribution Date, FCPT shall have adopted the Four Corners Property Trust, Inc. 2015 Omnibus Incentive Plan (the “FCPT Stock Plan”), which shall permit the issuance of equity incentive awards denominated in FCPT Common Stock as described in Article III. Darden shall cause the FCPT Stock Plan to be approved before the Effective Time by FCPT’s sole stockholder.

Section 2.5Time-Off Benefits. FCPT shall credit each Transferred Employee with the amount of accrued but unused vacation time, sick time and other time-off benefits as such Transferred Employee had with the Darden Group as of the Distribution Date (except to the extent that a benefit attributable to such accrual is provided by the Darden Group).

Section 2.6Compensation Terms with FCPT. For at least twelve (12) months following the Distribution Date, FCPT shall provide to each Transferred Employee for so long as the Transferred Employee remains so employed, with a base salary or wage rate, as applicable, that is no less favorable than the base salary or wage rate applicable to such Transferred Employee from Darden or any of its Affiliates on the Distribution Date. FCPT shall take all actions necessary so that each Transferred Employee shall receive credit for their service with the Darden Group for purposes of determining eligibility to participate and vesting under the FCPT 401(k) Plan. FCPT also shall acknowledge and honor each Transferred Employee’s years of service for purposes of, and pay amounts due under, the Darden anniversary pay program.

ARTICLE III

EQUITY INCENTIVE AWARDS

Section 3.1Treatment of Darden Stock Options.

(a)    Each Darden Stock Option that is outstanding on the Distribution Date and that is held by a Darden Employee, a Former Employee, current or former non-employee director of Darden (including William H. Lenehan), current or former consultant or adviser of Darden, or their respective permitted successors or assigns (a “Post-Distribution Darden Holder”) shall be adjusted effective as of the close of the market on the Distribution Date (and shall thereafter be referred to as a “Post-Distribution Darden Option”) as follows:

(i)     The number of shares of Darden Common Stock subject to each Post-Distribution Darden Option shall be equal to the product (rounded down to the nearest whole share) of (A) the number of shares of Darden Common Stock subject to the corresponding Darden Option immediately prior to the Distribution and (B) a fraction, the numerator of which is the Darden Pre-Separation Stock Price and the denominator of which is the difference between (X) the Darden Pre-Separation Stock Price and the FCPT Post-Separation Stock Price, adjusted to reflect the Darden-to-FCPT pro rata share distribution ratio in the Spin-Off (such fraction, the “Darden Ratio”).

(ii)     The exercise price per share for each Post-Distribution Darden Option shall be equal to (A) the exercise price of the corresponding Darden Option immediately prior to the Distribution divided by (B) the Darden Ratio (rounded up to the nearest whole cent).

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(iii)     Each Post-Distribution Darden Option shall otherwise be subject to the same terms, vesting conditions, exercise procedures, expiration dates and termination provisions and other terms and conditions as were in effect immediately prior to the Distribution for the corresponding Darden Option.

Section 3.2Treatment of Darden Restricted Stock Units.

(a)    Each Darden Stock Unit that is outstanding immediately prior to the Distribution and that is held by a Darden Employee, Former Employee, current or former non-employee director of Darden (including William H. Lenehan) or consultant or adviser of Darden, or their respective permitted successors or assigns, shall be adjusted effective as of the closing of the market on the Distribution Date (and shall thereafter be referred to as a “Post-Distribution Darden Stock Unit”) as follows:

(i)     The number of shares of Darden Common Stock subject to each Post-Distribution Darden Stock Unit Award shall be equal to the product (rounded up to the nearest whole share) of (A) the number of shares of Darden Common Stock subject to the corresponding Darden Stock Unit Award immediately prior to the Distribution and (B) the Darden Ratio.

(ii) Each Post-Distribution Darden Stock Unit Award shall be subject to the same terms, vesting conditions, issuance dates and method of distribution and other terms and conditions as were in effect immediately prior to the Distribution for the corresponding Darden Stock Unit Award.

(b)     Each Darden Stock Unit Award that is outstanding immediately prior to the Distribution and that is held by a FCPT Employee whose Darden Stock Units, shall, effective as of the close of the market on the Distribution Date, be assumed by FCPT and converted into a restricted stock unit award with respect to FCPT Common Stock (an “FCPT Stock Unit Award”) as follows:

(i)     The number of shares of FCPT Common Stock subject to each FCPT Stock Unit Award shall be equal to the product (rounded up to the nearest whole share) of (A) the number of shares of Darden Common Stock subject to the corresponding Darden Stock Unit Award immediately prior to the Distribution and (B) a fraction, the numerator of which is the Darden Pre-Separation Stock Price and the denominator of which is the FCPT Post-Separation Stock Price.

(ii) Each FCPT Stock Unit Award shall be subject to the same terms, vesting conditions, issuance dates and method of distribution and other terms and conditions that were in effect immediately prior to the Distribution for the corresponding Darden Stock Unit Award. With respect to each FCPT Stock Unit Award, FCPT shall give each FCPT Employee full vesting service credit for such FCPT Employee’s service with Darden or any of the entities in the Darden Group prior to the Distribution Date to the same extent such service was recognized with respect to the corresponding Darden Stock Unit Award immediately prior to the Distribution.

Section 3.3Treatment of Darden Restricted Shares.

(a)    Each individual who holds a Darden Restricted Share that is outstanding immediately before the Distribution shall receive, upon the Distribution being made, such number of shares of FCPT Common Stock (each a “FCPT Restricted Share”) as equals the number of shares of FCPT Common Stock to which all other holders of the same number of shares of Darden Common Stock shall be entitled to receive upon the Distribution being made. 

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(b)    All FCPT Restricted Shares and Darden Restricted Shares shall continue to vest in accordance with the terms of the underlying Darden Restricted Share, including any service-based vesting dates.

(c)    Effective as of the day following the Distribution Date, for purposes of continued vesting of the Darden Restricted Shares, a Transferred Employee’s continued service with the FCPT Group after the Distribution Date shall be deemed continued service with Darden. The issuance of each FCPT Restricted Share shall be subject to the terms of the FCPT Stock Plan, which shall provide that, except as otherwise provided herein, the terms and conditions applicable to the FCPT Restricted Shares shall be substantially similar to the terms and conditions applicable to the corresponding Darden Restricted Shares (as set forth in the applicable Darden Stock Plan, award agreement or in the holder’s then applicable employment agreement with Darden or a member of the Darden Group), including a provision to the effect that, for purposes of the FCPT Restricted Shares held by a Retained Employee, continued service with the Darden Group from and after the Distribution Date shall be deemed to constitute service with FCPT and a provision to the effect that the vesting of any FCPT Restricted Share held by a Retained Employee shall accelerate upon a change in control of Darden following the Effective Time to the same extent that the vesting of the underlying Darden Restricted Share would have accelerated in such event based on the provisions of such award as in effect immediately before the Distribution.

(d)    Upon the vesting of the FCPT Restricted Shares, FCPT shall be solely responsible for their settlement, regardless of the holder thereof. Upon the vesting of the Darden Restricted Shares, Darden shall be solely responsible for their settlement, regardless of the holder thereof.

Section 3.4General

(a)    All of the adjustments described in this Article III shall be effected in accordance with Sections 424 and 409A of the Code.

(b)    Effective immediately prior to the Distribution, the Compensation Committee of the Board of Directors of Darden may provide for different adjustments with respect to some or all equity incentive awards to the extent that the Darden Compensation Committee deems such adjustments necessary and appropriate. Any adjustments made by the Darden Compensation Committee pursuant to the foregoing sentence shall be deemed incorporated by reference herein as if fully set forth below and shall be binding on the Parties.

(c)    The Parties shall use commercially reasonable efforts to maintain effective registration statements with the SEC with respect to the awards described in this Article III, to the extent any such registration statement is required by applicable Law. Darden shall, to the fullest extent permitted by law, indemnify and hold harmless FCPT against any and all liabilities it may incur under the federal securities laws relating to the compliance with the provisions of this Article III, except to the extent that such Liabilities are attributable to the gross negligence or willful misconduct of FCPT, its officers, employees, agents or representatives.

(d)    Following the Distribution Date, (i) Darden will be responsible for all income, payroll and other tax remittance and reporting related to income of Retained Employees and non-employee members of the Darden Board in respect of Adjusted Darden Restricted Shares, Adjusted Darden Stock Units, Adjusted Darden Stock Options, and FCPT Restricted Shares; and (ii) FCPT will be responsible for all income, payroll and other tax remittance and reporting related to income of Transferred Employees and non-employee members of the FCPT Board in respect of Adjusted Darden Restricted Shares, FCPT Restricted Shares, FCPT Stock Units and FCPT Stock Options. Darden or FCPT, as applicable, shall

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facilitate performance by the other Party of its obligations hereunder by promptly remitting in cash the amount required to be withheld either (as directed by the Party responsible for withholding) directly to the applicable taxing authority or to such responsible Party for remittance to such taxing authority. The Parties will cooperate and communicate with each other and with third-party providers to effectuate withholding and remittance of taxes, as well as required tax reporting, in a timely, efficient and appropriate manner.

(e)    Each of the Parties shall establish an appropriate administration system in order to handle in an orderly manner the settlement of Darden Restricted Shares, Adjusted Darden Stock Units, Adjusted Darden Stock Options, FCPT Restricted Shares, and FCPT Stock Units and provide to the other Party such information as such other Party may reasonably request in order to implement the provisions of this Article III. Without limiting the foregoing provisions of this Section 3.4(e), each of the Parties will work together to unify and consolidate all indicative data and payroll and employment information on regular timetables and make certain that each applicable entity’s data and records in respect of such awards are correct and updated on a timely basis, including employment status and information required for tax withholding/remittance, compliance with trading windows and compliance with the requirements of the Exchange Act and other applicable Laws.

(f)    The Parties hereby acknowledge that the provisions of this Article III are intended to achieve certain tax, legal and accounting objectives and, in the event such objectives are not achieved, the Parties agree to negotiate in good faith regarding such other actions that may be necessary or appropriate to achieve such objectives.

Section 3.5        Treatment of Deductions Associated with Equity-Related Compensation.

(a)    Solely the member of the Group for which the relevant individual is currently employed or, if such individual is not currently employed by a member of the Group, was most recently employed at the time of the vesting, exercise, disqualifying disposition, payment or other relevant taxable event, as appropriate, in respect of the equity incentive awards and other incentive compensation described in this Article III shall be entitled to claim any Tax deduction in respect of such equity incentive awards and other incentive compensation on its respective Tax Return associated with such event.

(b)    If, by reason of a subsequent Final Determination as to the treatment of any Tax deduction related to the equity incentive awards and other incentive compensation referred to in Section 3.5(a) above, a Taxing Authority determines that (i) FCPT or a member of the FCPT Group is entitled to a deduction to which Darden or a member of the Darden Group is entitled pursuant to Section 3.5(a), then FCPT shall, and shall cause the FCPT Group to, pay the amount of any Tax Benefits that result therefrom within ten (10) days of the date on which such Tax Benefits are realized or (ii) Darden or a member of the Darden Group is entitled to a deduction to which FCPT or a member of the FCPT Group is entitled pursuant to Section 3.5(a), then Darden shall, and shall cause the Darden Group to, pay the amount of any Tax Benefits that result therefrom within ten (10) days of the date on which such Tax Benefits are realized.

ARTICLE IV

QUALIFIED DEFINED CONTRIBUTION PLAN; OTHER PLANS

Section 4.1FCPT 401(k) Plan.

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(a)Effective as of the day following the Distribution Date, FCPT shall have, or shall have caused one of its Affiliates to have, established a defined contribution plan and trust solely for the benefit of those eligible FCPT Employees (the “FCPT 401(k) Plan”). FCPT shall be solely responsible for taking all necessary, reasonable and appropriate action to establish, maintain and administer the FCPT 401(k) Plan so that it is qualified under Section 401(a) of the Code and that the related trust thereunder is exempt under Section 501(a) of the Code. FCPT (acting directly or through its Affiliates) shall be responsible for any and all Liabilities and other obligations with respect to the FCPT 401(k) Plan.

Section 4.2         Darden 401K Plan

(a)Each Transferred Employee who was eligible for matching and/or retirement plus contributions under the Darden 401(k) Plan immediately prior to the Distribution Date shall be eligible to receive a pro rata portion of any such matching and retirement plus contributions under the Darden 401(k) Plan, based on the portion of the applicable contribution period that occurs through and including the Distribution Date. The matching and retirement plus contribution amounts shall be determined in good faith on a basis that is consistent with the employer contributions historically made by Darden under the Darden 401(k) Plan for its other similarly situated employees, disregarding for purposes of the pro rata matching and retirement plus contribution amounts to be made on behalf of the Transferred Employees any eligibility requirements for receiving such contributions that would otherwise require the Transferred Employees to remain employed with Darden or the Darden Group through the last day of any applicable contribution period. Darden will contribute such matching and retirement plus contributions to the Darden 401(k) Plan in the ordinary course of business consistent with past practice in accordance with the terms of the Darden 401(k) Plan.

(b) As of the day following the Distribution Date, each Transferred Employee shall be permitted to elect a distribution (in accordance with the terms of the Darden 401(k) Plan) of his or her account balance in the Darden 401(k) Plan and also shall be permitted (in accordance with the terms of the Darden 401(k) Plan) to effect a “direct rollover” of his or her account balances in such plan (as described in Section 401(a)(31) of the Code) to the FCPT 401(k) Plan. As of the Distribution Date, Darden shall take all actions necessary or appropriate to cause all Transferred Employees to be fully vested in their account balances under the Darden 401(k) Plan.

(c)For each share of Darden Common Stock held in the Darden stock fund under the Darden 401(k) Plan and for each share of Darden Common Stock held in the Darden ESOP, whether allocated or unallocated, in either case as of immediately prior to the Distribution Date, the Distribution Agent shall distribute to the Darden stock fund and the Darden ESOP, as applicable, such number of shares of FCPT Common Stock as equals the number of shares of FCPT Common Stock to which all other holders of Darden Common Stock shall be entitled to receive upon the Distribution being made for every one share of Darden Common Stock so held.

Section 4.3        Darden RIP.

(a)Distributions under Darden RIP. As of the day following the Distribution Date, each Transferred Employee with a benefit under the Darden RIP shall be permitted to elect a distribution of such benefit in accordance with the terms of the Darden RIP.

Section 4.4FlexComp Plan.

(a)As of the day following the Distribution Date, each Transferred Employee with a benefit under the FlexComp Plan shall be deemed not to have a Separation from Service (as defined under the FlexComp Plan) for purposes of Internal Revenue Code Section 409A and the regulations thereunder until such time as

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the Transferred Employee’s employment is terminated from the FCPT Group. Such Transferred Employee’s continued service with the FCPT Group after the Distribution Date shall be deemed continued service with Darden for purposes of the FlexComp Plan. FCPT or an Affiliate hereto agrees to notify Darden of such Transferred Employee’s termination from the FCPT Group and his or her amount of FCPT service through the date such termination. Following the Distribution Date, no Transferred Employee shall be entitled to make or receive any further deferrals under the FlexComp Plan; provided, however, that each Transferred Employee who was eligible to receive a FlexComp award contribution for the FlexComp Plan plan year starting June 1, 2015 shall be eligible to receive a pro rata portion of such contribution, based on the portion of the applicable contribution period that occurs through and including the Distribution Date. The FlexComp award amounts shall be determined in good faith on a basis that is consistent with the FlexComp award contributions historically made by Darden under the FlexComp Plan for its other similarly situated employees. Darden will notionally contribute such FlexComp award contributions to the FlexComp Plan in the ordinary course of business consistent with past practice in accordance with the terms of the FlexComp Plan.

ARTICLE V

HEALTH AND WELFARE PLANS

Section 5.1 Health and Welfare Plans Maintained By FCPT.

(a)Establishment of the FCPT Welfare Plans. Darden or one or more of its Affiliates maintain each of the health and welfare plans (the “Darden Welfare Plans”) for the benefit of eligible Darden Participants and FCPT Participants. Prior to or effective as of the day following the Distribution Date, FCPT shall, or shall cause a FCPT Affiliate to, adopt or have adopted, for the benefit of eligible FCPT Participants such health and welfare plans as shall be determined in the sole discretion of FCPT(collectively, the “FCPT Welfare Plans”).

(b)Terms of Participation in FCPT Welfare Plans. FCPT (acting directly or through its Affiliates) shall cause all FCPT Welfare Plans to (i) waive all limitations as to preexisting conditions, exclusions, and service conditions with respect to participation and coverage requirements applicable to FCPT Participants, other than limitations that were in effect with respect to FCPT Participants as of the Distribution Date under the Darden Welfare Plans, and (ii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a FCPT Participant following the Distribution Date to the extent such FCPT Participant had satisfied any similar limitation under the analogous Darden Welfare Plan.

(c)COBRA and HIPAA.

(i)From and following the Distribution Date, Darden (acting directly or through its Affiliates) shall retain, or shall have caused the Darden Welfare Plans to retain, responsibility for compliance with the health care continuation coverage requirements of COBRA with respect to FCPT Employees and Former Employees (and their dependents) who, on the Distribution Date or as a result of the Distribution, were covered or were eligible to elect coverage under a Darden Welfare Plan pursuant to COBRA.

(ii)FCPT (acting directly or through its Affiliates) shall be responsible for administering compliance with any certificate of creditable coverage requirements of HIPAA or Medicare applicable to the FCPT Welfare Plans.

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(d)Retiree Medical Benefits. Darden and its Affiliates shall retain and remain solely responsible for all obligations and liabilities with respect to the provision of retiree medical benefits to any FCPT Employees and Former Employees (or their eligible dependents and beneficiaries) pursuant to and in accordance with and subject to the terms and conditions of Darden’s retiree medical plan, as it may be amended or modified from time to time. For the avoidance of doubt, any FCPT Employees (and their eligible dependents and beneficiaries) who have satisfied the criteria and requirements to receive retiree medical benefits under Darden’s retiree medical plan as of the Distribution Date shall remain eligible to receive such benefits thereunder following termination of employment with the FCPT Group and Darden Group in accordance with and subject to the terms and conditions of such plans, as it may be amended or modified from time to time.

(e)Liabilities.

(i)Insured Benefits. With respect to employee welfare and fringe benefits that are provided through the purchase of insurance, Darden shall cause the Darden Welfare Plans to, through such insurance policies, pay and discharge all eligible claims of FCPT Participants that are incurred on or prior to the Distribution Date (or, with respect to Inactive Employees, the individual Inactive Employee’s Transfer Date), and FCPT shall cause the FCPT Welfare Plans to, through such insurance policies, pay and discharge all eligible claims of FCPT Participants that are incurred after the Distribution Date (or Transfer Date, as applicable). For purposes of this Section 5.1, except as otherwise specifically provided under the terms of a Darden Welfare Plan or FCPT Welfare Plan, a claim or Liability is deemed to be incurred (A) with respect to medical, dental, vision and/or prescription drug benefits, upon the rendering of health services giving rise to such claim or Liability; (B) with respect to life insurance, accidental death and dismemberment and business travel accident insurance, upon the occurrence of the event giving rise to such claim or Liability; (C) with respect to disability benefits, upon the date of the accident, injury, illness or other event giving rise to the disability claim or Liability, as determined by the disability benefit insurance carrier or claim administrator; and (D) with respect to a period of continuous hospitalization, upon the date of admission to the hospital .

(ii)Self-Insured Benefits. With respect to employee welfare and fringe benefits that are provided on a self-insured basis, (A) except as provided in this Agreement, Darden (acting directly or through its Affiliates) shall fully perform, pay and discharge, under the Darden Welfare Plans, all eligible claims of FCPT Participants who are FCPT Employees (and their dependents) that are incurred but not paid on or prior to the Distribution Date (or, with respect to Inactive Employees, the individual Inactive Employee’s Transfer Date), and (B) FCPT (acting directly or through its Affiliates) shall fully perform, pay and discharge, under the FCPT Welfare Plans, all eligible claims of FCPT Participants who are FCPT Employees (and their dependents) that are incurred after the Distribution Date (or Transfer Date, as applicable).

(iii)Long-term Disability Benefits. For the avoidance of doubt, any FCPT Employee or Former Employee receiving long-term disability benefits under a Darden Welfare Plan as of the Distribution Date shall, on and after the Distribution Date, continue to receive such benefits under a Darden Welfare Plan (subject to the terms and conditions of such plans).

ARTICLE VI

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WITHHOLDING; PAYROLL DEDUCTIONS

Section 6.1Garnishments, Tax Levies, Child Support Orders, and Wage Assignments; Other deductions.

With respect to garnishments, tax levies, child support orders, and wage assignments in effect with Darden on the Distribution Date for any Transferred Employees, FCPT and its Affiliates, as appropriate, shall honor such payroll deduction authorizations and shall continue to make payroll deductions and payments to the authorized payee, as specified by the court or governmental order which was on file with Darden as of the Distribution Date. Darden shall, as soon as practicable after the Distribution Date, provide FCPT and its Affiliates, as appropriate, with such information in Darden’s possession (and not already in the possession of a member of the FCPT Group) as may be reasonably requested by the FCPT Group and necessary for the FCPT Group to make the payroll deductions and payments to the authorized payee as required by this Section 6.1. Unless otherwise agreed by the Parties and permitted under the applicable FCPT Benefit Plan, any payroll deductions that were applicable to any Transferred Employee with respect to any Darden Benefit Plan will not be automatically applied to any FCPT Benefit Plan in which such Transferred Employee may participate after the Distribution Date, and Transferred Employee will be required to make new deduction elections with respect to the FCPT Benefit Plans in accordance with the terms of the applicable FCPT Benefit Plan.

ARTICLE VII

ADDITIONAL COMPENSATION MATTERS

Section 7.1Annual Cash Incentive Awards.

(a)FCPT Assumption of Annual Cash Incentive Liability. Darden maintains certain cash incentive plans in which FCPT Participants are eligible to participate, as set forth on Schedule __ hereto (the “Darden Cash Incentive Plans”). Effective as of the day following the Distribution Date, FCPT shall assume or retain, as applicable, responsibility for all Liabilities and fully perform, pay and discharge all obligations, when such obligations become due, relating to any awards that any Transferred Employee is eligible to receive under the Darden Cash Incentive Plans with respect to the applicable performance period that has not ended prior to the Distribution Date and, provided that notwithstanding the foregoing with respect to the quarterly performance period in effect at the time of the Distribution Date, Darden shall reimburse FCPT for two-thirds of the amount paid by FCPT to each Transferred Employee pursuant to the terms of the Darden Cash Incentive Plans, which reimbursement shall be made no later than 10 (ten) days following FCPT’s payment to Transferred Employee.

(b)Establishment of FCPT Cash Incentive Plan. Effective as the day following the Distribution Date, FCPT shall have adopted a cash incentive plan which shall permit the issuance of quarterly or annual cash incentive awards on terms and conditions substantially comparable to those under the Darden Cash Incentive Plans for the benefit of the FCPT Employees (provided that the payment amounts and individual performance criteria shall be established in the discretion of the FCPT CEO for the Kerrow employees who will continue to be eligible for quarterly incentive awards or the discretion of the Board or the Compensation Committee thereof for annual cash incentive awards to the FCPT employees) and FCPT shall continue to maintain such similar incentive plan to Kerrow employees for a period of no less two full calendar quarters following the Distribution Date.

Section 7.2Individual Arrangements.

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(a)Darden Individual Arrangements. Darden acknowledges and agrees that, except as otherwise provided herein or identified on Schedule __ hereto, it shall have full responsibility with respect to any Liabilities and the payment or performance of any obligations arising out of or relating to any employment, consulting, non-competition, retention or other similar compensatory arrangement previously provided by any member of the Darden Group or FCPT Group to any Darden Participant.

(b)FCPT Individual Arrangements. FCPT acknowledges and agrees that, except as otherwise provided in this Agreement or identified on Schedule __ hereto, it shall have full responsibility with respect to any Liabilities and the payment or performance of any obligations arising out of or relating to any employment, consulting, non-competition, retention or other similar compensatory arrangement previously provided by any member of the Darden Group or FCPT Group to any FCPT Participant. For the avoidance of doubt, FCPT shall be responsible for the retention or similar bonus payments if such payment is conditioned on the continued employment by the applicable FCPT Employee for any period of time following the Distribution Date.

Section 7.3Severance Liabilities.

(a)Assumption of Severance Liabilities. In the event of termination of employment of any Transferred Employee following the Distribution Date, such employee shall be entitled to receive from FCPT severance benefits no less favorable than those to which the employee would have been entitled from Darden on or prior to the Distribution Date. Darden shall assume or retain, as applicable, responsibility for all Liabilities and fully perform, pay and discharge all obligations, when such obligations become due, relating to any severance benefit to which any Darden Participant, Former Employee or any other employee of Darden or its Affiliates other than a Transferred Employee may become entitled under any applicable severance program or policy as of and following the Distribution Date.

(b)Effect of the Distribution on Severance. Darden and FCPT acknowledge and agree that the transactions contemplated by this Agreement and the Distribution Agreement shall not constitute a termination of employment of any FCPT Participant for purposes of any policy, practice, plan, program or agreement of Darden or FCPT or any member of the Darden Group or FCPT Group that provides for the payment of severance, separation pay, salary continuation or similar benefits in the event of a termination of employment.

ARTICLE VIII

GENERAL AND ADMINISTRATIVE

Section 8.1Employer Rights. Nothing in this Agreement shall be deemed to be an amendment to any Darden Benefit Plan or to prohibit any member of the Darden Group from amending, modifying or terminating any Darden Benefit Plan at any time within its sole discretion.

Section 8.2Effect on Employment. Nothing in this Agreement is intended to or shall confer upon any employee or former employee of Darden, FCPT or any of their respective Affiliates any right to continued employment, or any recall or similar rights to any such individual on layoff or any type of approved leave.

Section 8.3Effect on Restrictive Covenants. Darden will not assert (and will cause the other members of the Darden Group not to assert) that any service of a

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Transferred Employee with the FCPT Group on or after the Distribution Date will constitute a breach of any confidentiality or noncompetition obligations imposed on Transferred Employees by any member of the Darden Group pursuant to any agreement in effect before the Distribution Date.

Section 8.4Nonsolicitation of Employees.

(a)    Darden agrees not to (and to cause the other members of the Darden Group not to) solicit or recruit for hire any employee of FCPT or any other member of the FCPT Group at the restaurant manager, restaurant general manager, or vice president of restaurant operations level (a “Management Employee”) for a period of two years following the Distribution Date or until three months after the Management Employee’s employment with FCPT or any other member of the FCPT Group terminates, whichever occurs first.

(b)    FCPT agrees not to (and to cause the other members of the FCPT Group not to) solicit or recruit for hire any Management Employee of Darden or any other member of the Darden Group for a period of two years following the Distribution Date or until three months after the Management Employee’s employment with Darden or any other member of the Darden Group terminates, whichever occurs first.

(c)    Notwithstanding the foregoing provisions of this Section 8.4, such prohibitions on solicitation shall not restrict general recruitment efforts carried out through a public or general solicitation.

Section 8.5Access To Employees. On and after the Distribution Date, Darden and FCPT shall, or shall cause each of their respective Affiliates to, make available to each other those of their employees who may reasonably be needed in order to defend or prosecute any legal or administrative action (other than a legal action between Darden and FCPT) to which any employee or director of the Darden Group or FCPT Group or Darden Benefit Plan is a party and which relates to a Darden Benefit Plan. The Party to whom an employee is made available in accordance with this Section 8.5 shall pay or reimburse the other Party for all reasonable expenses which may be incurred by such employee in connection therewith, including all reasonable travel, lodging, and meal expenses, but excluding any amount for such employee’s time spent in connection herewith.

ARTICLE IX

MISCELLANEOUS

Section 9.1Effect if Distribution Does Not Occur. Notwithstanding anything in this Agreement to the contrary, if the Distribution Agreement is terminated before the Effective Time, then all actions and events that are under this Agreement to be taken or occur effective before, as of or following the Distribution Date, or otherwise in connection with the Distribution, shall not be taken or occur except to the extent specifically agreed to in writing by Darden and FCPT, and neither Party shall have any Liability or further obligation to the other Party under this Agreement.

Section 9.2Relationship Of Parties. Nothing in this Agreement shall be deemed or construed by the Parties or any third Person as creating the relationship of principal and agent, partnership or joint venture between the Parties, it being understood

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and agreed that no provision contained herein, and no act of the Parties, shall be deemed to create any relationship between the Parties other than the relationship set forth herein.

Section 9.3Affiliates. Each of Darden and FCPT shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement to be performed by each of their Affiliates, respectively.

Section 9.4Authorization. Each of the Parties hereby represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such Party, that this Agreement constitutes a legal, valid and binding obligation of each such Party and that the execution, delivery and performance of this Agreement by such Party does not contravene or conflict with any provision of law or of its charter or bylaws or any material agreement, instrument or order binding on such Party.

Section 9.5Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any Law or as a matter of public policy, all other conditions and provisions of this Agreement shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the Transactions be consummated as originally contemplated to the greatest extent possible.

Section 9.6Entire Agreement. Except as otherwise expressly provided in this Agreement, this Agreement (including the Schedules and Exhibits hereto and, to the extent referred to herein, the Distribution Agreement and the other Transaction Agreements) constitutes the entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements and undertakings, both written and oral, between or on behalf of the Parties hereto with respect to the subject matter of this Agreement.

Section 9.7Assignment; No Third-Party Beneficiaries. This Agreement shall not be assigned by either Party without the prior written consent of the other Party hereto. This Agreement is for the sole benefit of the Parties to this Agreement and members of their respective Group and their permitted successors and assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person (including any current or former director or employee of any member of the Darden Group or FCPT Group) any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 9.8Amendment. No provision of this Agreement may be amended or modified except by a written instrument each of the Parties; provided, however, that Schedule A may be amended by Darden at any time before the Effective Time without the consent of FCPT. No waiver by either Party of any provision of this Agreement shall be effective unless explicitly set forth in writing and executed by the Party so waiving. The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other subsequent breach.

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Section 9.9Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (i) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires, (ii) references to the terms Article, Section, paragraph, clause, Exhibit and Schedule are references to the Articles, Sections, paragraphs, clauses, Exhibits and Schedules of this Agreement unless otherwise specified, (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto, (iv) references to “$” shall mean U.S. dollars, (v) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified, (vi) the word “or” shall not be exclusive, (vii) references to “written” or “in writing” include in electronic form, (viii) provisions shall apply, when appropriate, to successive events and transactions, (ix) the table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement, (x) the Parties have each participated in the negotiation and drafting of this Agreement and, if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement or any interim drafts of this Agreement, and (xi) a reference to any Person includes such Person’s successors and permitted assigns.

Section 9.10Counterparts. This Agreement may be executed in two (2) or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or portable document format (PDF) shall be as effective as delivery of a manually executed counterpart of this Agreement.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the Parties hereto have caused this Employee Matters Agreement to be executed on the date first written above by their respective duly authorized officers.

DARDEN RESTAURANTS, INC.

By: __________________________Name:
Title:    

FOUR CORNERS PROPERTY TRUST, INC.

By: __________________________Name:
Title:    

Signature Page to Employee Matters Agreement

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EX-10.6

Exhibit 10.6

LIMITED PARTNERSHIP AGREEMENT

OF

FOUR CORNERS OPERATING PARTNERSHIP, LP

This LIMITED PARTNERSHIP AGREEMENT (this "Agreement") is made and entered into as of the 11th day of August 2015, by and among Four Corners GP, LLC, a Delaware limited liability company, as the general partner (the "General Partner"), and Four Corners Property Trust, Inc., a Maryland corporation, as the limited partner, and each other person (as hereinafter defined) who subsequently becomes a signatory to this Agreement as a limited partner (collectively, the "Limited Partners"). References in this Agreement to "Partner" or "Partners" shall be references to one or more parties to this Agreement.

ARTICLE I

FORMATION AND ORGANIZATION

Section 1.1Formation. The Partners hereby associate as, form and organize a limited partnership (the "Partnership") under and pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101, et seq. (the "Act") and other relevant laws of the state of Delaware and in accordance with and subject to the terms and conditions set forth in this Agreement. A certificate of limited partnership of the Partnership (the "Certificate") has been filed in conformity with the Act.

Section 1.2Name. The name of the limited partnership shall be Four Corners Operating Partnership, LP (the "Partnership").

Section 1.3Principal Place of Business. The Partnership's principal place of business shall be at such place or places as the General Partner shall from time to time determine.

Section 1.4Purpose. The purpose of the Partnership shall be to engage in any business or activity in which a limited partnership may engage under the Act.

Section 1.5Duration. The Partnership shall commence upon the filing of the Certificate as specified in Section 17-201 of the Act and shall continue until dissolved pursuant to Section 8.1.

Section 1.6General and Limited Partners. The Partnership shall consist of the General Partner and the Limited Partners. Except as otherwise expressly provided in this Agreement, the Limited Partners in their capacity as such shall neither participate in making the decisions of the Partnership nor have the power to manage or transact any Partnership business or act for or in the name of, or otherwise bind, the Partnership. No Limited Partner shall ever be personally liable for any part of the debts or other obligations of the Partnership or any General

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Partner, or be obligated to make contributions to the Partnership in excess of the Capital Contributions (as defined in Section 2.2) required to be made by it pursuant to this Agreement.

Section 1.7Indemnification. To the fullest extent permitted by law, the Partnership shall indemnify and hold harmless each General Partner and Limited Partner, and their respective officers, directors, shareholders, managers, members, employees, agents, subsidiaries and assigns (each, a "Covered Person" and collectively, the "Covered Persons"), from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative ("Claims"), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, which relates to or arises out of the Partnership or its property, business or affairs. Notwithstanding the foregoing, a Covered Person shall not be entitled to indemnification under this Section 1.7 with respect to (a) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct or gross negligence or (b) any Claim initiated by such Covered Person unless such Claim (or part thereof) was brought to enforce such Covered Person's rights to indemnification hereunder. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Partnership in advance of the final disposition of such Claim upon receipt by the Partnership of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Partnership as authorized by this Section 1.7.

Section 1.8Statutory Compliance. All real and personal property owned by the Partnership shall be deemed owned by the Partnership as an entity and held in its name, and no Partner shall have any ownership interests in any such property in its individual name. The General Partner shall execute and, as appropriate, file any and all documents and instruments as they may reasonably deem necessary or appropriate with respect to the conduct of business by the Partnership.

Section 1.9No Obligation to Replenish Negative Capital Account. Except as required under the Act, no Partner shall have any obligation at any time to contribute any funds to replenish any negative balance in its Capital Account (as defined in Section 2.4).

Section 1.10Registered Office and Registered Agent. The address of the registered office of the Partnership in the State of Delaware shall be 3411 Silverside Road, Rodney Building #104, Wilmington, Delaware 19810. The name of its registered agent at such address shall be Corporate Creations Network Inc.

ARTICLE II

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS

Section 2.1Initial Partnership Interests. The Partnership interests (the "Interests") as of the date of this Agreement shall be as set forth in Exhibit A hereto. Exhibit A hereto may be adjusted from time to time pursuant to the terms of this Agreement to reflect (a) the admission of additional Limited Partners, (b) any sale, transfer, assignment or other disposition of all or any

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part of any Interests of any Partner or (c) any additional Capital Contributions (as hereinafter defined) of any of the Partners. An Interest means, with respect to any Partner at any time, such Partner's entire beneficial ownership interest in the Partnership at such time, including such Partner's Capital Account, voting rights, and right to share in profits, losses, cash distributions and all other benefits of the Partnership as specified in this Agreement, together with such Partner's obligations to comply with all of the terms of this Agreement.

Section 2.2Initial Capital Contributions. Each Partner shall contribute an amount of money or property to the Partnership as its capital contribution ("Capital Contribution"), as set forth opposite the name of such Partner on Exhibit A hereto.

Section 2.3Additional Capital Contributions. The General Partner, in its discretion, may make additional cash Capital Contributions to the Partnership for purposes of paying Partnership expenses. Except as required by the Act or otherwise provided in Section 2.2 and this Section 2.3, no Partner shall have any obligations to make any Capital Contributions to the Partnership.

Section 2.4Capital Accounts. Each Partner shall have a capital account (a "Capital Account") which account shall be (a) increased by the amount of cash and the fair market value of any property (net of liabilities assumed by the Partnership and liabilities to which the property is subject) contributed by such Partner, plus all items of income and gain of the Partnership allocated to such Partner, (b) decreased by the amount of distributions to such Partner of cash or other property (net of liabilities assumed by the Partner and liabilities to which the property is subject), plus all items of loss and deduction of the Partnership allocated to such Partner. The provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulation Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Treasury Regulations. Any allocations pursuant to this Agreement shall comply with the qualified income offset requirements of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and the nonrecourse deduction or minimum gain chargeback requirements of Treasury Regulation Section 1.704-2.

ARTICLE III

PROFITS AND LOSSES

All items of income, gain, loss, deduction and credit of the Partnership shall be allocated for accounting and tax purposes as follows: one percent (1%) to the General Partner and ninety-nine percent (99%) to the Limited Partners to be shared among them in proportion to their Interests.

ARTICLE IV

CONDUCT OF PARTNERSHIP AFFAIRS

Section 4.1General Partners.

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(a)The General Partner shall have the right to, and shall be fully responsible for, the management and control over the business of the Partnership. The General Partner shall make all decisions affecting the business of the Partnership, except if consent or approval of other Partners are required under the Act or pursuant to the terms of this Agreement. Powers granted to the General Partner hereunder include, but not by way of limitation, the power to delegate duties, to sign deeds, notes, deeds of trust, contracts and leases and to assume direction of business operations. The General Partner shall have all rights, powers and authority generally conferred by the Act or as otherwise provided by law or necessary, advisable or consistent with accomplishing the purposes of the Partnership. Further, without limiting the generality of the foregoing, the General Partner have the right:

(i)to cause this Partnership to enter into other partnerships as a general or limited partner and to exercise the authority and to perform the duties required of this Partnership as a partner of any other partnership;

(ii)to acquire, hold and dispose of property or any interest in it;

(iii)to protect and preserve the title to and the interest of the Partnership in all of its property and assets, real, personal and mixed;

(iv)to borrow money on behalf of the Partnership and to encumber the Partnership assets or place title in the name of a nominee for purposes of obtaining financing;

(v)to employ from time to time, at the expense of the Partnership, consultants, accountants and attorneys;

(vi)to pay all expenses incurred in the operation of the Partnership and all taxes, assessments, rents and other impositions applicable to the Partnership or any part thereof; and

(vii)to assume any and all overall duties imposed on a General Partner by the Act.

(b)Notwithstanding any other provision of this Agreement to the contrary, without the prior written consent of all the Partners, the General Partner shall have no authority to:

(i)do any act in contravention of this Agreement;

(ii)do any act which would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement;

(iii)knowingly perform any act that would subject any other Partner to liability as a general partner in any jurisdiction;

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(iv)dissolve, liquidate, consolidate or merge the Partnership or authorize or agree to any of the foregoing, other than in accordance with Article VIII hereof;

(v)sell or lease, or otherwise dispose of, all or substantially all of the assets of the Partnership, or authorize or agree to any of the foregoing, unless Partners owning at least 50.1% of the outstanding Interests consent thereto in writing; and

(vi)amend this Agreement, other than in accordance with Section 9.4 hereof.

(c)The General Partner may be removed as a general partner of the Partnership upon the written consent of Limited Partners owning at least 50.1% of the outstanding Interests, which Limited Partners shall appoint a successor general partner. The removal of the General Partner, or of any successor general partner, shall not cause the dissolution of the Partnership so long as a successor general partner is appointed within 90 days following such removal. Any person named to become a successor general partner shall execute this Agreement and shall become a Partner, subject to all of the rights and obligations of the General Partner hereunder.

Section 4.2Tax Matters Partner. The General Partner shall, in its capacity as a General Partner of the Partnership, be the Tax Matters Partner for purposes of Section 6231(a)(7) of the Internal Revenue Code of 1986, as amended. The Tax Matters Partner shall cause to be prepared and shall sign all returns of the Partnership, make any election which is available to the Partnership, and monitor any governmental tax authority in any audit that such authority may conduct of the Partnership's books and records or other documents.

Each Partner shall take all actions required to cause the General Partner to be (and continue as) such Tax Matters Partner and, as requested by the General Partner, to otherwise authorize and appoint the General Partner as that party with the sole authority to handle all tax matters of the Partnership. Each Partner agrees to execute, certify, deliver, file and record at appropriate public offices or deliver to the General Partner such documents as may be requested by the General Partner to facilitate the handling of any tax matter as the General Partner, in its sole discretion, deems necessary.

Section 4.3Limited Partners.

(a)No Management and Control. The Limited Partners shall take no part in the control, conduct or operation of the Partnership and shall have no right or authority to act for or bind the Partnership, including during the winding up period following dissolution of the Partnership. Other than as specifically provided in the Act or in this Agreement, no Limited Partner shall have the right to vote upon any matter concerning the business and affairs of the Partnership.

(b)Limitations. No Limited Partner shall have the right or power to (c)withdraw any part of its Capital Contribution or Capital Account except as a result of the

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dissolution of the Partnership as provided in Article VIII or as otherwise provided by law; (d)bring an action for partition against the Partnership; (e) cause the termination and dissolution of the Partnership, except as set forth in this Agreement; or (f) demand or receive (a) interest on its Capital Contributions or Capital Account or (b) any property from the Partnership other than cash except as provided in Article VI. No Limited Partner shall have priority over any other Limited Partner either as to the return of Capital Contributions or as to items of Partnership income, gain, loss, deduction and credit, or distributions. Other than upon dissolution of the Partnership as provided by this Agreement, there has been no time agreed upon when the Capital Contribution of each Limited Partner may be returned.

Section 4.4Compensation of Partners and Affiliates. No Partner shall receive any compensation for its services to the Partnership, except (a) reimbursement to the General Partner for costs and expenses reasonably incurred by it on behalf of the Partnership, and (b) compensation paid to Partners and Affiliates of Partners which are engaged on behalf of the Partnership to provide services or materials that are, in the reasonable judgment of the General Partner, necessary or desirable for the Partnership.

Section 4.5Good Faith Actions. No Partner, nor any of its officers, directors, shareholders, officers, constituent partners, managers, members, trustees, representatives, agents or employees, shall be liable to the Partnership or to any of the other Partners for any action taken (or any failure to act) by it in good faith on behalf of the Partnership and reasonably believed by it to be authorized or within the scope of its authority hereunder, unless such action (or failure to act) constitutes fraud, gross negligence or willful misconduct.

Section 4.6Meetings of Partners. Meetings of Partners shall be held at the Partnership's principal place of business as determined in Section 1.3, or any other place agreed upon by the Partners. Meetings shall be held only when called by a General Partner.

ARTICLE V

BOOKS AND RECORDS

Section 5.1Books and Records. The General Partner shall keep complete and appropriate records and books of account of all transactions and other matters related to the Partnership's business. Except as otherwise expressly provided herein, such books and records shall be maintained in accordance with generally accepted accounting principles, consistently applied, and shall reflect the allocations made pursuant to Article III. All such books and records shall be made available at the principal office of the Partnership and shall be open to the reasonable inspection and examination of the Partners or their duly authorized representatives during normal business hours. Each Partner has the right to inspect, and copy during normal business hours, the Partnership's records required to be maintained pursuant to this Section 5.1, and to obtain from the General Partner, promptly after becoming available, a copy of the Partnership's federal, state and local income tax or information returns for each year.

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ARTICLE VI

DISTRIBUTIONS

Section 6.1Withdrawal. No Partner shall have the right to withdraw from the Partnership or demand distributions of any amount in its Capital Account.

Section 6.2Distributions. Distributions shall be made by the Partnership to the Partners in the sole discretion of the General Partner, to the extent of available cash, after servicing all Partnership debt and provision of reasonable reserves for expenses and contingencies, which distributions shall be made among the Partners in the following proportion: one percent (1%) to the General Partner and ninety-nine percent (99%) to the Limited Partners, to be allocated among them in accordance with their respective partnership interests.

ARTICLE VII

TRANSFERS OF PARTNERSHIP INTERESTS

Section 7.1Transfers by General Partners. No General Partner may sell, transfer, assign, hypothecate, pledge or otherwise dispose of or encumber all or any part of its Interest in the Partnership (whether voluntarily, involuntarily or by operation of law).

Section 7.2Transfers by Limited Partners; Substitute Limited Partners. No Limited Partner may sell, transfer, assign, hypothecate, pledge or otherwise dispose of or encumber all or any part of its Interest except with the written consent of the General Partner, in its sole discretion. A Person to whom a Limited Partner's Interest is assigned as permitted hereunder (a) is entitled to share in the Partnership's profits and losses, and to receive distributions and allocations of Partnership income, gain, loss or credit, to the same extent as the Limited Partner assigning such Interest and (b) may be admitted to the Partnership as a Limited Partner only with the consent of the General Partner; and the General Partner's consent may be given or withheld in the General Partner's sole discretion.

Section 7.3Void Assignments. Any purported sale, transfer, assignment, hypothecation, pledge or other disposition or encumbrance by a Partner of any Interest in the Partnership not made strictly in accordance with the provisions of this Article VII or otherwise permitted by this Agreement shall be entirely null and void, and of no force or effect.

Section 7.4Admission of Additional Limited Partners. The General Partner may admit persons to the Partnership as additional Limited Partners on such terms as the General Partner and Limited Partners owning at least 50.1% of the outstanding Interests shall determine; provided, that (a) each such person shall execute a counterpart of this Agreement (as modified or amended from time to time) and such other instruments necessary to admit such person to the Partnership and to confirm the undertaking of such person to be bound by all terms and provisions of this Agreement and (b) such person shall have paid or cause to be paid all of the reasonable expenses of the Partnership connected with such admission.

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ARTICLE VIII

DISSOLUTION AND LIQUIDATION

Section 8.1Dissolution. The Partnership shall be dissolved only upon the first to occur of any one or more of the following:

(a)The agreement of the General Partner and Limited Partners owning at least 50.1% of the outstanding Interests to dissolve the Partnership;

(b)At such time as there is only one Partner remaining;

(c)Entry of a decree of judicial dissolution; and

(d)The occurrence of an event specified under the Act as one effecting such dissolution, except that if, under the terms of this Act, the Partnership is not required to terminate, and the requirements under the Act for reconstituting the Partnership have been satisfied, then the Partnership shall immediately be reconstituted and reformed pursuant to all the applicable terms, conditions and provisions of this Agreement.

Section 8.2Winding Up Affairs and Distribution of Assets.

(a)Upon dissolution of the Partnership the General Partner or, if there is no General Partner, a person who shall be designated for such purposes by unanimous vote of the other Partners (a General Partner or the person so designated hereinafter referred to as the "Liquidating Agent"), shall as soon as practicable, wind up the affairs of the Partnership and sell and/or distribute the assets of the Partnership. The Liquidating Agent shall have all of the rights and powers with respect to the assets and liabilities of the Partnership in connection with the liquidation and termination of the Partnership that the General Partner would have with respect to the assets and liabilities of the Partnership during the term of the Partnership, and the Liquidating Agent is hereby expressly authorized and empowered to execute any and all documents necessary or desirable to effectuate the liquidation and termination of the Partnership and the transfer of any assets. The Liquidating Agent shall apply and distribute the proceeds of the sale or liquidation of the assets and property of the Partnership in the following order of priority, unless otherwise required by mandatory provisions of applicable law:

(i)to pay (or to make provision for the payment of) all creditors of the Partnership (including Partners who are creditors of the Partnership), in the order of priority provided by law or otherwise, in satisfaction of all debts, liabilities or obligations of the Partnership due such creditors;

(ii)after the payment (or the provision for payment) of all debts, liabilities and obligations of the Partnership in accordance with clause (i) above, any balance remaining shall be distributed to the Partners having positive Capital Accounts in relative proportion to those Capital Accounts.

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(b)The Liquidating Agent shall have sole discretion to determine whether to liquidate all or any portion of the assets and property of the Partnership and the consideration to be received therefore.

Section 8.3Termination. Upon compliance with the distribution plan set forth in Section 8.2(a), the Partnership shall cease to exist as a Partnership, and the Liquidating Agent shall execute, acknowledge and cause to be filed an appropriate certificate of cancellation evidencing termination of the Partnership.

ARTICLE IX

MISCELLANEOUS

Section 9.1Tax Treatment. Unless otherwise determined by the General Partner, the Partnership shall be a disregarded entity for U.S. federal income tax purposes (as well as for any analogous state or local tax purposes), and the General Partner and the Partnership shall timely make any and all necessary elections and filings for the Partnership to be treated as a disregarded entity for U.S. federal income tax purposes (as well as for any analogous state or local tax purposes).

Section 9.2Notices. Any notice to be given pursuant to this Agreement shall be given in writing and shall be delivered personally, electronically, telegraphically or by express, certified or registered mail (a) to the Partnership at its principal place of business set forth in Section 1.3, and (b) to a Partner at its address set forth on Exhibit A hereto, or at such other address as such Partner may hereafter designate in writing to the other Partners.

Section 9.3Entire Agreement. This Agreement supersedes all prior agreements and understandings among the Partners with respect to the subject hereof.

Section 9.4Amendments. This Agreement may be modified only upon the prior written consent of the General Partner and Limited Partners owning at least 50.1% of the outstanding Interests; provided, however, that no amendment shall be effective with respect to any Partner who has not consented thereto if such amendment shall adversely affect the rights of such Partner.

Section 9.5Waivers. No waiver or any breach of any of the terms of this Agreement shall be effective unless such waiver is in writing and signed by the Partner against whom such waiver or breach is claimed. No waiver of or any breach shall be deemed a waiver of any other subsequent breach.

Section 9.6Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired thereby, unless such provision was fundamental to the objectives of this Agreement.

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Section 9.7Further Assurances. Each Partner shall execute such deeds, assignments, endorsements and other instruments and documents and shall give such further assurances as shall be reasonably necessary to perform its obligations hereunder.

Section 9.8Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Delaware and without reference to any conflict of law or choice of law principles thereof.

Section 9.9Counterparts. This Agreement may be executed in any number of counterparts or with counterpart signature pages, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

Section 9.10Power of Attorney. Each Partner constitutes and appoints the General Partner its true and lawful attorney with full power of substitution to make, execute, sign, acknowledge and file a certificate of limited partnership and/or amendments thereto expressly authorized hereby, and upon the Partnership's termination, a certificate of dissolution of the Partnership. The grant of a power of attorney hereunder is coupled with an interest and shall survive a Partner's disability, incompetence, death or assignment by such Partner of its Interest pursuant to this Agreement.

Section 9.11Successors and Assigns. Except as expressly provided to the contrary herein, this Agreement shall be binding upon and inure to the benefit of the Partners and their respective successors and permitted assigns.

Section 9.12Exhibits. All exhibits referenced in this Agreement shall be incorporated herein by such reference and shall be deemed to be an integral part hereof.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the undersigned Partners have duly executed this Agreement as of the day and year first above written.

GENERAL PARTNER

FOUR CORNERS GP, LLC

By:	/s/ Anthony G. Morrow
	Name: Anthony G. Morrow
	Title: Secretary

LIMITED PARTNER

FOUR CORNERS PROPERTY TRUST, INC.

By:	/s/ Anthony G. Morrow
	Name: Anthony G. Morrow
	Title: Secretary

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EXHIBIT A

PARTNERS' INTERESTS
AS OF AUGUST 11, 2015

Partner	Percentage Interest	Capital Contribution
General Partner
Four Corners GP, LLC	1%	$10.00
1000 Darden Center Drive Orlando, Florida 32837
Limited Partner
Four Corners Property Trust, Inc.	99%	$990.00
1000 Darden Center Drive Orlando, Florida 32837
Total	100.00%	$1,000.00

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EX-10.7

Exhibit 10.7

FOUR CORNERS PROPERTY TRUST, INC.

2015 OMNIBUS INCENTIVE PLAN

TABLE OF CONTENTS

				Page
1.	PURPOSE			1
2.	DEFINITIONS			1
3.	ADMINISTRATION OF THE PLAN			9
	3.1	Committee		9
		3.1.1	Powers and Authorities	9
		3.1.2	Composition of the Committee	9
		3.1.3	Other Committees	9
		3.1.4	Delegation by Committee	10
	3.2	Board		10
	3.3	Terms of Awards		10
		3.3.1	Committee Authority	10
		3.3.2	Forfeiture; Recoupment	11
	3.4	No Repricing Without Stockholder Approval		11
	3.5	Deferral Arrangement		11
	3.6	Registration; Share Certificates		11
4.	STOCK SUBJECT TO THE PLAN			11
	4.1	Number of Shares of Stock Available for Awards		11
	4.2	Adjustments in Authorized Shares of Stock		12
	4.3	Share Usage		12
5.	TERM; AMENDMENT AND TERMINATION			12
	5.1	Term		13
	5.2	Amendment, Suspension, and Termination		13
6.	AWARD ELIGIBILITY AND LIMITATIONS			13
	6.1	Eligible Grantees		13
	6.2	Limitation on Shares of Stock Subject to Awards and Cash Awards		13
	6.3	Stand-Alone, Additional, Tandem, and Substitute Awards		13
	6.4	Minimum Vesting Period		14
7.	AWARD AGREEMENT			14

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8.	TERMS AND CONDITIONS OF OPTIONS			14
	8.1	Option Price		14
	8.2	Vesting and Exercisability		14
	8.3	Term		14
	8.4	Termination of Service		14
	8.5	Limitations on Exercise of Option		14
	8.6	Method of Exercise		15
	8.7	Rights of Holders of Options		15
	8.8	Delivery of Stock		15
	8.9	Transferability of Options		15
	8.10	Family Transfers		15
9.	TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS			15
	9.1	Right to Payment and SAR Price		15
	9.2	Other Terms		16
	9.3	Term		16
	9.4	Rights of Holders of SARs		16
	9.5	Transferability of SARs		16
	9.6	Family Transfers		16
10.	TERMS AND CONDITIONS OF RESTRICTED STOCK, RESTRICTED STOCK UNITS, AND DEFERRED STOCK UNITS			16
	10.1	Grant of Restricted Stock, Restricted Stock Units, and Deferred Stock Units		16
	10.2	Restrictions		16
	10.3	Registration; Restricted Stock Certificates		17
	10.4	Rights of Holders of Restricted Stock		17
	10.5	Rights of Holders of Restricted Stock Units and Deferred Stock Units		17
		10.5.1	Voting and Dividend Rights	17
		10.5.2	Creditor's Rights	17
	10.6	Termination of Service		18
	10.7	Purchase of Restricted Stock and Shares of Stock Subject to Restricted Stock Units and Deferred Stock Units		18
	10.8	Delivery of Shares of Stock		18
11.	TERMS AND CONDITIONS OF UNRESTRICTED STOCK AWARDS AND OTHER EQUITY-BASED AWARDS			18
	11.1	Unrestricted Stock Awards		18
	11.2	Other Equity-Based Awards		18

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12.	TERMS AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS			19
	12.1	Dividend Equivalent Rights		19
	12.2	Termination of Service		19
13.	TERMS AND CONDITIONS OF PERFORMANCE-BASED AWARDS			19
	13.1	Grant of Performance-Based Awards		19
	13.2	Value of Performance-Based Awards		19
	13.3	Earning of Performance-Based Awards		19
	13.4	Form and Timing of Payment of Performance-Based Awards		20
	13.5	Performance Conditions		20
	13.6	Performance-Based Awards Granted to Designated Covered Employees		20
		13.6.1	Performance Goals Generally	20
		13.6.2	Timing For Establishing Performance Goals	20
		13.6.3	Payment of Awards; Other Terms	20
		13.6.4	Performance Measures	21
		13.6.5	Evaluation of Performance	23
		13.6.6	Adjustment of Performance-Based Compensation	23
		13.6.7	Committee Discretion	23
		13.6.8	Status of Awards Under Code Section 162(m)	23
14.	FORMS OF PAYMENT			23
	14.1	General Rule		23
	14.2	Surrender of Shares of Stock		24
	14.3	Cashless Exercise		24
	14.4	Other Forms of Payment		24
15.	REQUIREMENTS OF LAW			24
	15.1	General		24
	15.2	Rule 16b-3		25
16.	EFFECT OF CHANGES IN CAPITALIZATION			25
	16.1	Changes in Stock		25
	16.2	Reorganization in Which the Company Is the Surviving Entity Which Does not Constitute a Change in Control		25
	16.3	Change in Control in which Awards are not Assumed		26
	16.4	Change in Control in which Awards are Assumed		27
	16.5	Adjustments		27
	16.6	No Limitations on Company		27
17.	PARACHUTE LIMITATIONS			27

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18.	GENERAL PROVISIONS		28
	18.1	Disclaimer of Rights	28
	18.2	Nonexclusivity of the Plan	29
	18.3	Withholding Taxes	29
	18.4	Captions	29
	18.5	Construction	29
	18.6	Other Provisions	29
	18.7	Number and Gender	29
	18.8	Severability	29
	18.9	Governing Law	29
	18.10	Section 409A of the Code	30
	18.11	Limitation on Liability	30

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FOUR CORNERS PROPERTY TRUST, INC.

2015 OMNIBUS INCENTIVE PLAN

1. PURPOSE

The Plan is intended to (a) provide eligible individuals with an incentive to contribute to the success of the Company and to operate and manage the Company’s business in a manner that will provide for the Company’s long-term growth and profitability and that will benefit its stockholders and other important stakeholders, including its employees and customers, and (b) provide a means of recruiting, rewarding, and retaining key personnel. To this end, the Plan provides for the grant of Awards of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Unrestricted Stock, Dividend Equivalent Rights, Performance Shares and other Performance-Based Awards, Other Equity-Based Awards, and cash bonus awards. Any of these Awards may, but need not, be made as performance incentives to reward the holders of such Awards for the achievement of performance goals in accordance with the terms of the Plan. All Options granted under the Plan shall be nonqualified stock options.

2. DEFINITIONS

For purposes of interpreting the Plan documents, including the Plan and Award Agreements, the following capitalized terms shall have the meanings specified below, unless the context clearly indicates otherwise:

2.1“Accounting Firm” shall mean a nationally recognized accounting firm, or actuarial, benefits or compensation consulting firm (with experience in performing the calculations regarding the applicability of Code Section 280G and of the tax imposed by Code Section 4999) selected by the Company immediately prior to a Change in Control.

2.2“Affiliate” shall mean any Person that controls, is controlled by, or is under common control with the Company within the meaning of Rule 405 of Regulation C under the Securities Act, including any Subsidiary. For purposes of grants of Options or Stock Appreciation Rights, an entity may not be considered an Affiliate unless the Company holds a Controlling Interest in such entity.

2.3“Applicable Laws” shall mean the legal requirements relating to the Plan and the Awards under (a) applicable provisions of the Code, the Securities Act, the Exchange Act, any rules or regulations thereunder, and any other laws, rules, regulations, and government orders of any jurisdiction applicable to the Company or its Affiliates, (b) applicable provisions of the corporate, securities, tax, and other laws, rules, regulations, and government orders of any jurisdiction applicable to Awards granted to residents thereof, and (c) the rules of any Stock Exchange or Securities Market on which the Stock is listed or publicly traded.

2.4“Award” shall mean a grant under the Plan of an Option, a Stock Appreciation Right, Restricted Stock, a Restricted Stock Unit, a Deferred Stock Unit, Unrestricted Stock, a Dividend Equivalent Right, a Performance Share or other Performance-Based Award, an Other Equity-Based Award, or cash.

2.5“Award Agreement” shall mean the written agreement, in such written, electronic, or other form as determined by the Committee, between the Company and a Grantee that evidences and sets forth the terms and conditions of an Award.

2.6“Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act.

2.7“Board” shall mean the Board of Directors of the Company.

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2.8“Cause” shall have the meaning set forth in an applicable agreement between a Grantee and the Company or an Affiliate, and in the absence of any such agreement, shall mean, with respect to any Grantee and as determined by the Committee, (a) an act or acts of fraud or misappropriation on the Grantee’s part which result in or are intended to result in the Grantee’s personal enrichment at the expense of the Company and which constitute a criminal offense under state or federal laws, (ii) the Grantee’s continued failure to substantially perform the Grantee’s duties with the Company (other than any such failure resulting from the Grantee’s incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Grantee by the Committee, which demand specifically identifies the manner in which the Committee believes that the Grantee has not substantially performed the Grantee’s duties; (iii) the Grantee’s willful engagement in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; or (iv) the Grantee’s conviction of, or entering into a plea of either guilty or nolo contendere to, any felony, including, but not limited to, a felony involving moral turpitude, embezzlement, theft or similar act that occurred during or in the course of the Grantee’s employment with the Company. For purposes of the Plan, an act, or failure to act, shall not be deemed to be “willful” unless it is done, or omitted to be done, by the Grantee in bad faith or without a reasonable belief that the action or omission was in the best interests of the Company.

2.9“Capital Stock” shall mean, with respect to any Person, any and all shares, interests, participations, or other equivalents (however designated, whether voting or non-voting) in equity of such Person, whether outstanding on the Effective Date or issued thereafter, including, without limitation, all shares of Stock.

2.10“Change in Control” shall mean, subject to Section 18.10, the occurrence of any of the following:

(a)    Any individual, entity or group (within the meaning of Section 13d(3) or 14(d)(2) of the Exchange Act) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of thirty percent 30% or more of either (i) the then-outstanding shares of Stock (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then-outstanding Voting Stock of the Company (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this Section 2.10(a), the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any company controlled by, controlling or under common control with the Company or (D) any acquisition pursuant to a transaction that complies with Sections 2.10(b)(i), (ii) and (iii);

(b)    Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or securities of another entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their

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ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (ii) no individual, entity or group (within the meaning of Section 13d(3) or 14(d)(2) of the Exchange Act) (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, thirty percent 30% or more of, respectively, the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

(c)    Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

The Board shall have full and final authority, in its sole discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control, and any incidental matters relating thereto.

2.11“Code” shall mean the Internal Revenue Code of 1986, as amended, as now in effect or as hereafter amended, and any successor thereto. References in the Plan to any Code Section shall be deemed to include, as applicable, regulations and guidance promulgated under such Code Section.

2.12“Committee” shall mean a committee of, and designated from time to time by resolution of, the Board, which shall be constituted as provided in Section 3.1.2 and Section 3.1.3 (or, if no Committee has been so designated, the Board).

2.13“Company” shall mean Four Corners Property Trust, Inc. and any successor thereto.

2.14“Controlling Interest” shall have the meaning set forth in Treasury Regulation Section 1.414(c)-2(b)(2)(i); provided that (a) except as specified in clause (b) below, an interest of “at least 50 percent” shall be used instead of an interest of “at least 80 percent” in each case where “at least 80 percent” appears in Treasury Regulation Section 1.414(c)-2(b)(2)(i) and (b) where a grant of Options or Stock Appreciation Rights is based upon a legitimate business criterion, an interest of “at least 20 percent” shall be used instead of an interest of “at least 80 percent” in each case where “at least 80 percent” appears in Treasury Regulation Section 1.414(c)-2(b)(2)(i).

2.15“Covered Employee” shall mean a Grantee who is, or could become, a “covered employee” within the meaning of Code Section 162(m)(3).

2.16“Deferred Stock Unit” shall mean a Restricted Stock Unit, the terms of which provide for delivery of the underlying shares of Stock, cash, or a combination thereof subsequent to the date of vesting, at a time or times consistent with the requirements of Code Section 409A.

2.17“Dividend Equivalent Right” shall mean a right, granted to a Grantee pursuant to Section 12, entitling the Grantee thereof to receive, or to receive credits for the future payment of, cash, Stock, other Awards, or other property equal in value to dividend payments or distributions, or other periodic payments, declared or

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paid with respect to a number of shares of Stock specified in such Dividend Equivalent Right (or other Award to which such Dividend Equivalent Right relates) as if such shares of Stock had been issued to and held by the Grantee of such Dividend Equivalent Right as of the record date.

2.18“Effective Date” shall mean ________________.

2.19“Employee” shall mean, as of any date of determination, an employee (including an officer) of the Company or an Affiliate.

2.20“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, as now in effect or as hereafter amended, and any successor thereto.

2.21“Excise Tax” shall mean, collectively, (i) the tax imposed by Section 4999 of the Code, (ii) any similar tax imposed by state or local law, and (iii) any interest or penalties with respect to any tax described in clause (i) or (ii).

2.22“Fair Market Value” shall mean the fair market value of a share of Stock for purposes of the Plan, which shall be, as of any date of determination:

(a)    If on such date the shares of Stock are listed on a Stock Exchange, or are publicly traded on another Securities Market, the Fair Market Value of a share of Stock shall be the closing price of the Stock as reported on such Stock Exchange or such Securities Market (provided that, if there is more than one such Stock Exchange or Securities Market, the Committee shall designate the appropriate Stock Exchange or Securities Market for purposes of the Fair Market Value determination). If there is no such reported closing price on such date, the Fair Market Value of a share of Stock shall be the closing price of the Stock on the next preceding day on which any sale of Stock shall have been reported on such Stock Exchange or such Securities Market.

(b)    If on such date the shares of Stock are not listed on a Stock Exchange or publicly traded on a Securities Market, the Fair Market Value of a share of Stock shall be the value of the Stock as determined by the Committee by the reasonable application of a reasonable valuation method, in a manner consistent with Code Section 409A.

Notwithstanding this Section 2.22 or Section 18.3, for purposes of determining taxable income and the amount of the related tax withholding obligation pursuant to Section 18.3, the Fair Market Value will be determined by the Committee in good faith using any reasonable method as it deems appropriate, to be applied consistently with respect to Grantees; provided, further, that the Committee shall determine the Fair Market Value of shares of Stock for tax withholding obligations due in connection with sales, by or on behalf of a Grantee, of such shares of Stock subject to an Award to pay the Option Price, SAR Price, and/or any tax withholding obligation on the same date on which such shares may first be sold pursuant to the terms of the applicable Award Agreement (including broker-assisted cashless exercises of Options and Stock Appreciation Rights, as described in Section 14.3,and sell-to-cover transactions) in any manner consistent with applicable provisions of the Code, including but not limited to using the sale price of such shares on such date (or if sales of such shares are effectuated at more than one sale price, the weighted average sale price of such shares on such date) as the Fair Market Value of such shares, so long as such Grantee has provided the Company, or its designee or agent, with advance written notice of such sale.

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2.23“Family Member” shall mean, with respect to any Grantee as of any date of determination, (a) a Person who is a spouse, former spouse, child, stepchild, grandchild, parent, stepparent, grandparent, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law, including adoptive relationships, of such Grantee, (b) any Person sharing such Grantee’s household (other than a tenant or employee), (c) a trust in which any one or more of the Persons specified in clauses (a) and (b) above (and such Grantee) own more than fifty percent (50%) of the beneficial interest, (d) a foundation in which any one or more of the Persons specified in clauses (a) and (b) above (and such Grantee) control the management of assets, and (e) any other entity in which one or more of the Persons specified in clauses (a) and (b) above (and such Grantee) own more than fifty percent (50%) of the voting interests.

2.24“Grant Date” shall mean, as determined by the Committee, the latest to occur of (a) the date as of which the Committee approves the Award, (b) the date on which the recipient of an Award first becomes eligible to receive an Award under Section 6 hereof (e.g., in the case of a new hire, the first date on which such new hire performs any Service), or (c) such subsequent date specified by the Committee in the corporate action approving the Award.

2.25“Grantee” shall mean a Person who receives or holds an Award under the Plan.

2.26“Group” shall have the meaning set forth in Sections 13(d) and 14(d)(2) of the Exchange Act.

2.27“Net After-Tax Receipt” shall mean the present value (as determined in accordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of a Payment net of all taxes imposed on the Executive with respect thereto under Sections 1 and 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied to the Grantee’s taxable income for the immediately preceding taxable year, or such other rate(s) as the Grantee certifies, in the Grantee’s sole discretion, as likely to apply to the Grantee in the relevant tax year(s).

2.28“Non-Employee Director” shall have the meaning set forth in Rule 16b-3 under the Exchange Act.

2.29“Officer” shall have the meaning set forth in Rule 16a-1(f) under the Exchange Act.

2.30“Option” shall mean an option to purchase one or more shares of Stock at a specified Option Price awarded to a Grantee pursuant to Section 8.

2.31“Option Price” shall mean the per share exercise price for shares of Stock subject to an Option.

2.32“Other Equity-Based Award” shall mean an Award representing a right or other interest that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to Stock, other than an Option, a Stock Appreciation Right, Restricted Stock, a Restricted Stock Unit, a Deferred Stock Unit, Unrestricted Stock, a Dividend Equivalent Right, or a Performance Share or other Performance-Based Award.

2.33“Outside Director” shall have the meaning set forth in Code Section 162(m)(4)(C)(i).

2.34“Reduced Amount” shall mean $1,000.00 less than the greatest amount of Payments that can be paid that would not result in the imposition of the excise tax under Section 4999 of the Code if the Accounting Firm determines to reduce Payments pursuant to Section 17.

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2.35“Performance-Based Award” shall mean an Award of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Performance Shares, Other Equity-Based Awards, or cash made subject to the achievement of performance goals (as provided in Section 13) over a Performance Period specified by the Committee.

2.36“Performance-Based Compensation” shall mean compensation under an Award that is intended to satisfy the requirements of Code Section 162(m) for Qualified Performance-Based Compensation paid to Covered Employees. Notwithstanding the foregoing, nothing in the Plan shall be construed to mean that an Award which does not satisfy the requirements for Qualified Performance-Based Compensation does not constitute performance-based compensation for other purposes, including the purposes of Code Section 409A.

2.37“Performance Measures” shall mean measures as specified in Section 13.6.4 on which the performance goal or goals under Performance-Based Awards are based and which are approved by the Company’s stockholders pursuant to, and to the extent required by, the Plan in order to qualify such Performance-Based Awards as Performance-Based Compensation.

2.38“Performance Period” shall mean the period of time, up to ten (10) years, during or over which the performance goals under Performance-Based Awards must be met in order to determine the degree of payout and/or vesting with respect to any such Performance-Based Awards.

2.39“Performance Shares” shall mean a Performance-Based Award representing a right or other interest that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to Stock, made subject to the achievement of performance goals (as provided in Section 13) over a Performance Period of up to ten (10) years.

2.40“Person” shall mean an individual, a corporation, a partnership, a limited liability company, an association, a trust, or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

2.41“Plan” shall mean this Four Corners Property Trust, Inc. 2015 Omnibus Incentive Plan, as amended from time to time.

2.42“Qualified Performance-Based Compensation” shall have the meaning set forth in Code Section 162(m).

2.43“Restricted Period” shall mean a period of time established by the Committee during which an Award of Restricted Stock, Restricted Stock Units, or Deferred Stock Units is subject to restrictions.

2.44“Restricted Stock” shall mean shares of Stock awarded to a Grantee pursuant to Section 10.

2.45“Restricted Stock Unit” shall mean a bookkeeping entry representing the equivalent of one (1) share of Stock awarded to a Grantee pursuant to Section 10 that may be settled, subject to the terms and conditions of the applicable Award Agreement, in shares of Stock, cash, or a combination thereof.

2.46“SAR Price” shall mean the per share exercise price of a SAR.

2.47“Securities Act” shall mean the Securities Act of 1933, as amended, as now in effect or as hereafter amended, and any successor thereto.

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2.48“Securities Market” shall mean an established securities market.

2.49“Separation from Service” shall have the meaning set forth in Code Section 409A.

2.50“Service” shall mean service qualifying a Grantee as a Service Provider to the Company or an Affiliate. Unless otherwise provided in the applicable Award Agreement, a Grantee’s change in position or duties shall not result in interrupted or terminated Service, so long as such Grantee continues to be a Service Provider to the Company or an Affiliate. Subject to the preceding sentence, any determination by the Committee whether a termination of Service shall have occurred for purposes of the Plan shall be final, binding, and conclusive. If a Service Provider’s employment or other Service relationship is with an Affiliate and the applicable entity ceases to be an Affiliate, a termination of Service shall be deemed to have occurred when such entity ceases to be an Affiliate unless the Service Provider transfers his or her employment or other Service relationship to the Company or any other Affiliate.

2.51“Service Provider” shall mean (a) an Employee or director of the Company or an Affiliate, or (b) a consultant or adviser to the Company or an Affiliate (i) who is a natural person, (ii) who is currently providing bona fide services to the Company or an Affiliate, and (iii) whose services are not in connection with the Company’s sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s Capital Stock.

2.52“Service Recipient Stock” shall have the meaning set forth in Code Section 409A.

2.53“Share Limit” shall have the meaning set forth in Section 4.1.

2.54“Short-Term Deferral Period” shall have the meaning set forth in Code Section 409A.

2.55“Stock” shall mean the common stock, par value $0.01 per share, of the Company, or any security into which shares of Stock may be changed or for which shares of Stock may be exchanged as provided in Section 16.1.

2.56“Stock Appreciation Right” or “SAR” shall mean a right granted to a Grantee pursuant to Section 9.

2.57“Stock Exchange” shall mean the New York Stock Exchange, the NASDAQ Capital Market, the NASDAQ Global Market, the NASDAQ Global Select Market, or another established national or regional stock exchange.

2.58“Subsidiary” shall mean any corporation (other than the Company) or non-corporate entity with respect to which the Company owns, directly or indirectly, fifty percent (50%) or more of the total combined voting power of all classes of Voting Stock. In addition, any other entity may be designated by the Committee as a Subsidiary, provided that (a) such entity could be considered as a subsidiary according to generally accepted accounting principles in the United States of America and (b) in the case of an Award of Options or Stock Appreciation Rights, such Award would be considered to be granted in respect of Service Recipient Stock under Code Section 409A.

2.59“Substitute Award” shall mean an Award granted upon assumption of, or in substitution for, outstanding awards previously granted under a compensatory plan of the Company, an Affiliate, or a business

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entity acquired or to be acquired by the Company or an Affiliate or with which the Company or an Affiliate has combined or will combine.

2.60“Unrestricted Stock” shall mean Stock that is free of any restrictions.

2.61“Voting Stock” shall mean, with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers, or other voting members of the governing body of such Person.

3. ADMINISTRATION OF THE PLAN

3.1Committee.

3.1.1Powers and Authorities. The Committee shall administer the Plan and shall have such powers and authorities related to the administration of the Plan as are consistent with the Company’s articles of incorporation and bylaws and Applicable Laws. Without limiting the generality of the foregoing, the Committee shall have full power and authority to take all actions and to make all determinations required or provided for under the Plan, any Award, or any Award Agreement and shall have full power and authority to take all such other actions and to make all such other determinations not inconsistent with the specific terms and provisions of the Plan which the Committee deems to be necessary or appropriate to the administration of the Plan, any Award, or any Award Agreement. All such actions and determinations shall be made by (a) the affirmative vote of a majority of the members of the Committee present at a meeting at which a quorum is present, or (b) the unanimous consent of the members of the Committee executed in writing or evidenced by electronic transmission in accordance with the Company’s articles of incorporation and bylaws and Applicable Laws. Unless otherwise expressly determined by the Board, the Committee shall have the authority to interpret and construe all provisions of the Plan, any Award, and any Award Agreement, and any such interpretation or construction, and any other determination contemplated to be made under the Plan or any Award Agreement, by the Committee shall be final, binding, and conclusive on all Persons, whether or not expressly provided for in any provision of the Plan, such Award, or such Award Agreement.

In the event that the Plan, any Award, or any Award Agreement provides for any action to be taken by the Board or any determination to be made by the Board, such action may be taken or such determination may be made by the Committee constituted in accordance with this Section 3.1 if the Board has delegated the power and authority to do so to such Committee.

3.1.2Composition of the Committee. The Committee shall be a committee composed of not fewer than two (2) directors of the Company designated by the Board to administer the Plan. Each member of the Committee shall be (a) a Non-Employee Director, (b) an Outside Director, and (c) an independent director in accordance with the rules of any Stock Exchange on which the Stock is listed; provided that any action taken by the Committee shall be valid and effective whether or not members of the Committee at the time of such action are later determined not to have satisfied the requirements for membership set forth in this Section 3.1.2 or otherwise provided in any charter of the Committee. Without limiting the generality of the foregoing, the Committee may be the Compensation Committee of the Board or a subcommittee thereof if the Compensation Committee of the Board or such subcommittee satisfies the foregoing requirements.

3.1.3Other Committees. The Board also may appoint one or more committees of the Board, each composed of one or more directors of the Company who need not be Outside Directors, which (a) may administer the Plan with respect to Grantees who are not Officers or directors of the Company, (b) may grant Awards under the Plan to such Grantees, and (c) may determine all terms of such Awards, in each case, excluding (for the avoidance of doubt) Performance-Based Awards intending to constitute Qualified Performance-Based

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Compensation and subject, if applicable, to the requirements of Rule 16b-3 under the Exchange Act and the rules of any Stock Exchange or Securities Market on which the Stock is listed or publicly traded.

3.1.4Delegation by Committee. To the extent permitted by Applicable Laws, the Committee may, by resolution, delegate some or all of its authority with respect to the Plan and Awards to the Chief Executive Officer of the Company and/or any other officer of the Company designated by the Committee, provided that the Committee may not delegate its authority hereunder (a) to make Awards to directors of the Company, (b) to make Awards to Employees who are (i) Officers, (ii) Covered Employees, or (iii) officers of the Company who are delegated authority by the Committee pursuant to this Section 3.1.4, or (c) to interpret the Plan, any Award, or any Award Agreement. Any delegation hereunder will be subject to the restrictions and limits that the Committee specifies at the time of such delegation or thereafter. Nothing in the Plan will be construed as obligating the Committee to delegate authority to any officer of the Company, and the Committee may at any time rescind the authority delegated to an officer of the Company appointed hereunder and delegate authority to one or more other officers of the Company. At all times, an officer of the Company delegated authority pursuant to this Section 3.1.4 will serve in such capacity at the pleasure of the Committee. Any action undertaken by any such officer of the Company in accordance with the Committee’s delegation of authority will have the same force and effect as if undertaken directly by the Committee, and any reference in the Plan to the “Committee” will, to the extent consistent with the terms and limitations of such delegation, be deemed to include a reference to each such officer.

3.2Board. The Board, from time to time, may exercise any or all of the powers and authorities related to the administration and implementation of the Plan, as set forth in Section 3.1 and other applicable provisions of the Plan, as the Board shall determine, consistent with the Company’s articles of incorporation and bylaws and Applicable Laws.

3.3Terms of Awards.

3.3.1Committee Authority. Subject to the other terms and conditions of the Plan, the Committee shall have full and final authority to:

(a)designate Grantees;

(b)determine the type or types of Awards to be made to a Grantee;

(c)determine the number of shares of Stock to be subject to an Award or to which an Award relates;

(d)establish the terms and conditions of each Award (including the Option Price, the SAR Price, and the purchase price for applicable Awards; the nature and duration of any restriction or condition (or provision for lapse thereof) relating to the vesting, exercise, transfer, or forfeiture of an Award or the shares of Stock subject thereto; the treatment of an Award in the event of a Change in Control (subject to applicable agreements);

(e)prescribe the form of each Award Agreement evidencing an Award;

(f)subject to the limitation on repricing in Section 3.4, amend, modify, or supplement the terms of any outstanding Award, which authority shall include the authority, in order to effectuate the purposes of the Plan but without amending the Plan, to make Awards or to modify outstanding Awards made to eligible natural Persons who are foreign nationals or are natural Persons who are employed outside the United States to reflect differences in local law, tax policy, or custom; provided that, notwithstanding the foregoing, no amendment, modification, or supplement of the terms of any outstanding Award shall, without the consent of the Grantee thereof, impair such Grantee’s rights under such Award; and

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(g)make Substitute Awards.

3.3.2Forfeiture; Recoupment. The Committee may reserve the right in an Award Agreement to cause a forfeiture of the gain realized by a Grantee with respect to an Award thereunder on account of actions taken by, or failed to be taken by, such Grantee in violation or breach of, or in conflict with, any (a) employment agreement, (b) non-competition agreement, (c) agreement prohibiting solicitation of Employees or clients of the Company or an Affiliate, (d) confidentiality obligation with respect to the Company or an Affiliate, (e) Company or Affiliate policy or procedure, (f) other agreement, or (g) other obligation of such Grantee to the Company or an Affiliate, as and to the extent specified in such Award Agreement. If the Grantee of an outstanding Award is an Employee of the Company or an Affiliate and such Grantee’s Service is terminated for Cause, the Committee may annul such Grantee’s outstanding Award as of the date of the Grantee’s termination of Service for Cause.

Any Award granted pursuant to the Plan shall be subject to mandatory repayment by the Grantee to the Company (x) to the extent set forth in this Plan or an Award Agreement or (y) to the extent the Grantee is, or in the future becomes, subject to (1) any Company or Affiliate “clawback” or recoupment policy that is adopted to comply with the requirements of any Applicable Laws, or (2) any Applicable Laws which impose mandatory recoupment, under circumstances set forth in such Applicable Laws.

3.4No Repricing Without Stockholder Approval. Except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, distribution (whether in the form of cash, shares of Stock, other securities, or other property), stock split, extraordinary dividend, recapitalization, Change in Control, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares of Stock, or other securities or similar transaction), the Company may not: (a) amend the terms of outstanding Options or SARs to reduce the Option Price or SAR Price, as applicable, of such outstanding Options or SARs; (b) cancel outstanding Options or SARs in exchange for or substitution of Options or SARs with an Option Price or SAR Price, as applicable, that is less than the Option Price or SAR Price, as applicable, of the original Options or SARs; or (c) cancel outstanding Options or SARs with an Option Price or SAR Price, as applicable, above the current Fair Market Value in exchange for cash or other securities, in each case, unless such action is subject to and approved by the Company's stockholders.

3.5Deferral Arrangement. The Committee may permit or require the deferral of any payment pursuant to any Award into a deferred compensation arrangement, subject to such rules and procedures as it may establish, which may include provisions for the payment or crediting of interest or Dividend Equivalent Rights and, in connection therewith, provisions for converting such credits into Deferred Stock Units and for restricting deferrals to comply with hardship distribution rules affecting tax-qualified retirement plans subject to Code Section 401(k)(2)(B)(IV);provided that no Dividend Equivalent Rights may be granted in connection with, or related to, an Award of Options or SARs. Any such deferrals shall be made in a manner that complies with Code Section 409A, including, if applicable, with respect to when a Separation from Service occurs.

3.6Registration; Share Certificates. Notwithstanding any provision of the Plan to the contrary, the ownership of the shares of Stock issued under the Plan may be evidenced in such a manner as the Committee, in its sole discretion, deems appropriate, including by book-entry or direct registration (including transaction advices) or the issuance of one or more share certificates.

4. STOCK SUBJECT TO THE PLAN

4.1Number of Shares of Stock Available for Awards. Subject to such additional shares of Stock as shall be available for issuance under the Plan pursuant to Section 4.2, and subject to adjustment pursuant to Section 16, the maximum number of shares of Stock reserved for issuance under the Plan shall be equal to [a number of shares of Stock equal to approximately five percent (5%) of the total number of shares of Stock outstanding immediately after the spin-off of the Company in which the Stock first becomes publicly-traded.

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Number to be inserted once determinable] (the “Share Limit”). Such shares of Stock may be authorized and unissued shares of Stock, treasury shares of Stock, or any combination of the foregoing, as may be determined from time to time by the Board or by the Committee. Any of the shares of Stock reserved and available for issuance under the Plan may be used for any type of Award under the Plan.

4.2Adjustments in Authorized Shares of Stock. In connection with mergers, reorganizations, separations, or other transactions to which Code Section 424(a) applies, the Committee shall have the right to cause the Company to assume awards previously granted under a compensatory plan of another business entity that is a party to such transaction and to grant Substitute Awards under the Plan for such awards. The Share Limit pursuant to Section 4.1 shall be increased by the number of shares of Stock subject to any such assumed awards and Substitute Awards. Shares available for issuance under a stockholder-approved plan of a business entity that is a party to such transaction (as appropriately adjusted, if necessary, to reflect such transaction) may be used for Awards under the Plan and shall not reduce the number of shares of Stock otherwise available for issuance under the Plan, subject to applicable rules of any Stock Exchange or Securities Market on which the Stock is listed or publicly traded.

4.3Share Usage.

(a)Shares of Stock covered by an Award shall be counted as used as of the Grant Date for purposes of calculating the number of shares of Stock available for issuance under Section 4.1.

(b)Any shares of Stock that are subject to Awards, including shares of Stock acquired through dividend reinvestment pursuant to Section 10, will be counted against the Share Limit set forth in Section 4.1 as one (1) share of Stock for every one (1) share of Stock subject to an Award.The number of shares of Stock subject to an Award of SARs will be counted against the Share Limit set forth in Section 4.1 as one (1) share of Stock for every one (1) share of Stock subject to such Award regardless of the number of shares of Stock actually issued to settle such SARs upon the exercise of the SARs. The target number of shares issuable under a Performance Share grant shall be counted against the Share Limit set forth in Section 4.1 as of the Grant Date, but such number shall be adjusted to equal the actual number of shares issued upon settlement of the Performance Shares to the extent different from such target number of shares. Awards that do not entitle the Grantee thereof to receive or purchase shares of Stock and Awards that are settled in cash shall not be counted against the Share Limit set forth in Section 4.1.

(c)If any shares of Stock covered by an Award are not purchased or are forfeited or expire or if an Award otherwise terminates without delivery of any Stock subject thereto or is settled in cash in lieu of shares, then the number of shares of Stock counted against the Share Limit with respect to such Award shall, to the extent of any such forfeiture, termination, expiration, or settlement, again be available for making Awards under the Plan.

(d)The number of shares of Stock available for issuance under the Plan will not be increased by the number of shares of Stock (i) tendered, withheld, or subject to an Award granted under the Plan surrendered in connection with the purchase of shares of Stock upon exercise of an Option, (ii) that were not issued upon the net settlement or net exercise of a Stock-settled SAR granted under the Plan, (iii) deducted or delivered from payment of an Award granted under the Plan in connection with the Company’s tax withholding obligations as provided in Section 18.3, or (iv) purchased by the Company with proceeds from Option exercises.

5. TERM; AMENDMENT AND TERMINATION

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5.1Term. The Plan shall become effective as of the Effective Date. The Plan shall terminate on the first to occur of (a) the tenth (10th) anniversary of the Effective Date, (b) the date determined in accordance with Section 5.2, and (c) the date determined in accordance with Section 16.3. Upon such termination of the Plan, all outstanding Awards shall continue to have full force and effect in accordance with the provisions of the terminated Plan and the applicable Award Agreement (or other documents evidencing such Awards).

5.2Amendment, Suspension, and Termination. The Board may, at any time and from time to time, amend, suspend, or terminate the Plan; provided that, with respect to Awards theretofore granted under the Plan, no amendment, suspension, or termination of the Plan shall, without the consent of the Grantee, impair the rights or obligations under any such Award. The effectiveness of any amendment to the Plan shall be contingent on approval of such amendment by the Company’s stockholders to the extent provided by the Board or required by Applicable Laws.

6. AWARD ELIGIBILITY AND LIMITATIONS

6.1Eligible Grantees. Subject to this Section 6, Awards may be made under the Plan to (a) any Service Provider, as the Committee shall determine and designate from time to time, and (b) any other individual whose participation in the Plan is determined to be in the best interests of the Company by the Committee.

6.2Limitation on Shares of Stock Subject to Awards and Cash Awards. During any time when the Company has any class of common equity securities registered under Section 12 of the Exchange Act, but subject to adjustment as provided in Section 16:

(a)The maximum number of shares of Stock that may be granted under the Plan, pursuant to Options or SARs, in a fiscal year to any Person eligible for an Award under Section 6.1, other than a Non-Employee Director of the Company, is [a number of shares of Stock that has a Fair Market Value of approximately fifteen million dollars ($15,000,000). Number to be inserted once determinable];

(b)The maximum number of shares of Stock that may be granted under the Plan, pursuant to Awards other than Options or SARs that are Stock-denominated and are either Stock- or cash-settled, in a fiscal year to any Person eligible for an Award under Section 6.1, other than a Non-Employee Director of the Company, is [a number of shares of Stock that has a Fair Market Value of approximately fifteen million dollars ($15,000,000). Number to be inserted once determinable];

(c)The maximum Fair Market Value of shares of Stock that may be granted under the Plan, pursuant to Awards, in a fiscal year to any Non-Employee Director of the Company is five hundred thousand dollars ($500,000); and

(d)The maximum amount that may be paid as a cash-denominated Performance-Based Award (whether or not cash-settled) for a Performance Period to any Person eligible for an Award under Section 6.1 shall be ten million dollars ($10,000,000).

6.3Stand-Alone, Additional, Tandem, and Substitute Awards. Subject to Section 3.4, Awards granted under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution or exchange for, (a) any other Award, (b) any award granted under another plan of the Company, an Affiliate, or any business entity that has been a party to a transaction with the Company or an Affiliate, or (c) any other right of a Grantee to receive payment from the Company or an Affiliate. Such additional, tandem, exchange, or Substitute Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award, or for an award granted under another plan of the Company, an Affiliate, or any business entity that has been a party to a transaction with the Company or an Affiliate, the Committee shall require

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the surrender of such other Award or award under such other plan in consideration for the grant of such exchange or Substitute Award. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash payments under other plans of the Company or an Affiliate. Notwithstanding Section 8.1 and Section 9.1, but subject to Section 3.4, the Option Price of an Option or the SAR Price of a SAR that is a Substitute Award may be less than one hundred percent (100%) of the Fair Market Value of a share of Stock on the original Grant Date; provided that such Option Price or SAR Price is determined in a manner consistent with Code Section 409A for any Option or SAR.

6.4Minimum Vesting Period. Except with respect to a maximum of five percent (5%) of the Share Limit, as may be adjusted pursuant to Section 4.2, and except as otherwise provided in Section 16, no Award shall provide for vesting which is any more rapid than vesting on the one (1) year anniversary of the Grant Date or, with respect to Awards that vest upon the attainment of performance goals, a Performance Period that is less than twelve (12) months.

7. AWARD AGREEMENT

Each Award granted pursuant to the Plan shall be evidenced by an Award Agreement, which shall be in such form or forms as the Committee shall from time to time determine. Award Agreements utilized under the Plan from time to time or at the same time need not contain similar provisions but shall be consistent with the terms of the Plan. In the event of any inconsistency between the Plan and an Award Agreement, the provisions of the Plan shall control.

8. TERMS AND CONDITIONS OF OPTIONS

8.1Option Price. The Option Price of each Option shall be fixed by the Committee and stated in the Award Agreement evidencing such Option. Except in the case of Substitute Awards, the Option Price of each Option shall be at least the Fair Market Value of one (1) share of Stock on the Grant Date. In no case shall the Option Price of any Option be less than the par value of one (1) share of Stock.

8.2Vesting and Exercisability. Subject to Sections 8.3 and 16.3, each Option granted under the Plan shall become vested and/or exercisable at such times and under such conditions as shall be determined by the Committee and stated in the Award Agreement, in another agreement with the Grantee, or otherwise in writing.

8.3Term. Each Option granted under the Plan shall terminate, and all rights to purchase shares of Stock thereunder shall cease, on the tenth (10th) anniversary of the Grant Date of such Option, or under such circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed by the Committee and stated in the Award Agreement relating to such Option; provided that, to the extent deemed necessary or appropriate by the Committee to reflect differences in local law, tax policy, or custom with respect to any Option granted to a Grantee who is a foreign national or is a natural Person who is employed outside the United States, such Option may terminate, and all rights to purchase shares of Stock thereunder may cease, upon the expiration of a period longer than ten (10) years from the Grant Date of such Option as the Committee shall determine.

8.4Termination of Service. Each Award Agreement with respect to the grant of an Option shall set forth the extent to which the Grantee thereof, if at all, shall have the right to exercise such Option following termination of such Grantee’s Service. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Options issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of Service.

8.5Limitations on Exercise of Option. Notwithstanding any provision of the Plan to the contrary, in no event may any Option be exercised, in whole or in part, after the occurrence of an event referred to in Section 16 which results in the termination of such Option.

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8.6Method of Exercise. Subject to the terms of Section 14 and Section 18.3, an Option that is exercisable may be exercised by the Grantee’s delivery to the Company or its designee or agent of notice of exercise on any business day, at the Company’s principal office or the office of such designee or agent, on the form specified by the Company and in accordance with any additional procedures specified by the Committee. Such notice shall specify the number of shares of Stock with respect to which such Option is being exercised and shall be accompanied by payment in full of the Option Price of the shares of Stock for which such Option is being exercised, plus the amount (if any) of federal and/or other taxes which the Company may, in its judgment, be required to withhold with respect to the exercise of such Option.

8.7Rights of Holders of Options. Unless otherwise stated in the applicable Award Agreement, a Grantee or other Person holding or exercising an Option shall have none of the rights of a stockholder of the Company (for example, the right to receive cash or dividend payments or distributions attributable to the shares of Stock subject to such Option, to direct the voting of the shares of Stock subject to such Option, or to receive notice of any meeting of the Company’s stockholders) until the shares of Stock subject thereto are fully paid and issued to such Grantee or other Person. Except as provided in Section 16, no adjustment shall be made for dividends, distributions, or other rights with respect to any shares of Stock subject to an Option for which the record date is prior to the date of issuance of such shares of Stock.

8.8Delivery of Stock. Promptly after the exercise of an Option by a Grantee and the payment in full of the Option Price with respect thereto, such Grantee shall be entitled to receive such evidence of such Grantee’s ownership of the shares of Stock subject to such Option as shall be consistent with Section 3.6.

8.9Transferability of Options. Except as provided in Section 8.10, during the lifetime of a Grantee of an Option, only such Grantee (or, in the event of such Grantee’s legal incapacity or incompetency, such Grantee’s guardian or legal representative) may exercise such Option. Except as provided in Section 8.10, no Option shall be assignable or transferable by the Grantee to whom it is granted, other than by will or the laws of descent and distribution.

8.10Family Transfers. If authorized in the applicable Award Agreement and by the Committee, in its sole discretion, a Grantee may transfer, not for value, all or part of an Option to any Family Member. For the purpose of this Section 8.10, a transfer “not for value” is a transfer which is (a) a gift, (b) a transfer under a domestic relations order in settlement of marital property rights, or (c) unless Applicable Laws do not permit such transfer, a transfer to an entity in which more than fifty percent (50%) of the voting interests are owned by Family Members (and/or the Grantee) in exchange for an interest in such entity. Following a transfer under this Section 8.10, any such Option shall continue to be subject to the same terms and conditions as were applicable immediately prior to such transfer. Subsequent transfers of transferred Options shall be prohibited except to Family Members of the original Grantee in accordance with this Section 8.10 or by will or the laws of descent and distribution. The provisions of Section 8.4 relating to termination of Service shall continue to be applied with respect to the original Grantee of the Option, following which such Option shall be exercisable by the transferee only to the extent, and for the periods specified, in Section 8.4.

9. TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS

9.1Right to Payment and SAR Price. A SAR shall confer on the Grantee to whom it is granted a right to receive, upon exercise thereof, the excess of (a) the Fair Market Value of one (1) share of Stock on the date of exercise, over (b) the SAR Price as determined by the Committee. The Award Agreement for a SAR shall specify the SAR Price, which shall be no less than the Fair Market Value of one (1) share of Stock on the Grant Date of such SAR. SARs may be granted in tandem with all or part of an Option granted under the Plan or at any subsequent time during the term of such Option, in combination with all or any part of any other Award, or without regard to any Option or other Award; provided that a SAR that is granted in tandem with all or part of an Option will have the same term, and expire at the same time, as the related Option; provided, further, that a SAR

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that is granted subsequent to the Grant Date of a related Option must have a SAR Price that is no less than the Fair Market Value of one (1) share of Stock on the Grant Date of such SAR.

9.2Other Terms. The Committee shall determine, on the Grant Date or thereafter, the time or times at which, and the circumstances under which, a SAR may be exercised in whole or in part (including based on achievement of performance goals and/or future Service requirements); the time or times at which SARs shall cease to be or become exercisable following termination of Service or upon other conditions; the method of exercise, method of settlement, form of consideration payable in settlement, method by or forms in which shares of Stock shall be delivered or deemed to be delivered to Grantees, whether or not a SAR shall be granted in tandem or in combination with any other Award; and any and all other terms and conditions of any SAR.

9.3Term. Each SAR granted under the Plan shall terminate, and all rights thereunder shall cease, on the tenth (10th) anniversary of the Grant Date of such SAR or under such circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed by the Committee and stated in the Award Agreement relating to such SAR.

9.4Rights of Holders of SARs.Unless otherwise stated in the applicable Award Agreement, a Grantee or other Person holding or exercising a SAR shall have none of the rights of a stockholder of the Company (for example, the right to receive cash or dividend payments or distributions attributable to the shares of Stock underlying such SAR, to direct the voting of the shares of Stock underlying such SAR, or to receive notice of any meeting of the Company’s stockholders) until the shares of Stock underlying such SAR, if any, are issued to such Grantee or other Person. Except as provided in Section 16, no adjustment shall be made for dividends, distributions, or other rights with respect to any shares of Stock underlying a SAR for which the record date is prior to the date of issuance of such shares of Stock, if any.

9.5Transferability of SARs. Except as provided in Section 9.6, during the lifetime of a Grantee of a SAR, only the Grantee (or, in the event of such Grantee’s legal incapacity or incompetency, such Grantee’s guardian or legal representative) may exercise such SAR. Except as provided in Section 9.6, no SAR shall be assignable or transferable by the Grantee to whom it is granted, other than by will or the laws of descent and distribution.

9.6Family Transfers. If authorized in the applicable Award Agreement and by the Committee, in its sole discretion, a Grantee may transfer, not for value, all or part of a SAR to any Family Member. For the purpose of this Section 9.6, a transfer “not for value” is a transfer which is (a) a gift, (b) a transfer under a domestic relations order in settlement of marital property rights, or (c) unless Applicable Laws do not permit such transfer, a transfer to an entity in which more than fifty percent (50%) of the voting interests are owned by Family Members (and/or the Grantee) in exchange for an interest in such entity. Following a transfer under this Section 9.6, any such SAR shall continue to be subject to the same terms and conditions as were in effect immediately prior to such transfer. Subsequent transfers of transferred SARs shall be prohibited except to Family Members of the original Grantee in accordance with this Section 9.6 or by will or the laws of descent and distribution.

10. TERMS AND CONDITIONS OF RESTRICTED STOCK, RESTRICTED STOCK UNITS, AND DEFERRED STOCK UNITS

10.1Grant of Restricted Stock, Restricted Stock Units, and Deferred Stock Units. Awards of Restricted Stock, Restricted Stock Units, and Deferred Stock Units may be made for consideration or for no consideration, other than the par value of the shares of Stock, which shall be deemed paid by past Service or, if so provided in the related Award Agreement or a separate agreement, the promise by the Grantee to perform future Service to the Company or an Affiliate.

10.2Restrictions. At the time a grant of Restricted Stock, Restricted Stock Units, or Deferred Stock Units is made, the Committee may, in its sole discretion, (a) establish a Restricted Period applicable to such

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Restricted Stock, Restricted Stock Units, or Deferred Stock Units and (b) prescribe restrictions in addition to or other than the expiration of the Restricted Period, including the achievement of corporate or individual performance goals, which may be applicable to all or any portion of such Restricted Stock, Restricted Stock Units, or Deferred Stock Units as provided in Section 13. Awards of Restricted Stock, Restricted Stock Units, and Deferred Stock Units may not be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of during the Restricted Period or prior to the satisfaction of any other restrictions prescribed by the Committee with respect to such Awards.

10.3Registration; Restricted Stock Certificates. Pursuant to Section 3.6, to the extent that ownership of Restricted Stock is evidenced by a book-entry registration or direct registration (including transaction advices), such registration shall be notated to evidence the restrictions imposed on such Award of Restricted Stock under the Plan and the applicable Award Agreement. Subject to Section 3.6 and the immediately following sentence, the Company may issue, in the name of each Grantee to whom Restricted Stock has been granted, certificates representing the total number of shares of Restricted Stock granted to the Grantee, as soon as reasonably practicable after the Grant Date of such Restricted Stock. The Committee may provide in an Award Agreement with respect to an Award of Restricted Stock that either (a) the Secretary of the Company shall hold such certificates for such Grantee’s benefit until such time as such shares of Restricted Stock are forfeited to the Company or the restrictions applicable thereto lapse and such Grantee shall deliver a stock power to the Company with respect to each certificate, or (b) such certificates shall be delivered to such Grantee, providedthat such certificates shall bear legends that comply with Applicable Laws and make appropriate reference to the restrictions imposed on such Award of Restricted Stock under the Plan and such Award Agreement.

10.4Rights of Holders of Restricted Stock. Unless the Committee provides otherwise in an Award Agreement and subject to the restrictions set forth in the Plan, any applicable Company program, and the applicable Award Agreement, holders of Restricted Stock shall have the right to vote such shares of Restricted Stock and the right to receive any dividend payments or distributions declared or paid with respect to such shares of Restricted Stock. The Committee may provide in an Award Agreement evidencing a grant of Restricted Stock that (a) any cash dividend payments or distributions paid on Restricted Stock shall be reinvested in shares of Stock, which may or may not be subject to the same vesting conditions and restrictions as applicable to such underlying shares of Restricted Stock or (b) any dividend payments or distributions declared or paid on shares of Restricted Stock shall only be made or paid upon satisfaction of the vesting conditions and restrictions applicable to such shares of Restricted Stock. Dividend payments or distributions declared or paid on shares of Restricted Stock which vest or are earned based upon the achievement of performance goals shall not vest unless such performance goals for such shares of Restricted Stock are achieved, and if such performance goals are not achieved, the Grantee of such shares of Restricted Stock shall promptly forfeit and, to the extent already paid or distributed, repay to the Company such dividend payments or distributions. All stock dividend payments or distributions, if any, received by a Grantee with respect to shares of Restricted Stock as a result of any stock split, stock dividend, combination of stock, or other similar transaction shall be subject to the same vesting conditions and restrictions as applicable to such underlying shares of Restricted Stock.

10.5Rights of Holders of Restricted Stock Units and Deferred Stock Units.

10.5.1Voting and Dividend Rights. Holders of Restricted Stock Units and Deferred Stock Units shall have no rights as stockholders of the Company (for example, the right to receive dividend payments or distributions attributable to the shares of Stock underlying such Restricted Stock Units and Deferred Stock Units, to direct the voting of the shares of Stock underlying such Restricted Stock Units and Deferred Stock Units, or to receive notice of any meeting of the Company’s stockholders).

10.5.2Creditor’s Rights. A holder of Restricted Stock Units or Deferred Stock Units shall have no rights other than those of a general unsecured creditor of the Company. Restricted Stock Units and

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Deferred Stock Units represent unfunded and unsecured obligations of the Company, subject to the terms and conditions of the applicable Award Agreement.

10.6Termination of Service. Unless the Committee provides otherwise in an Award Agreement, in another agreement with the Grantee, or otherwise in writing after such Award Agreement is issued, but prior to termination of the Grantee’s Service, upon the termination of such Grantee’s Service, any Restricted Stock, Restricted Stock Units, or Deferred Stock Units held by such Grantee that have not vested, or with respect to which all applicable restrictions and conditions have not lapsed, shall immediately be deemed forfeited. Upon forfeiture of such Restricted Stock, Restricted Stock Units, or Deferred Stock Units, the Grantee thereof shall have no further rights with respect thereto, including any right to vote such Restricted Stock or any right to receive dividends or Dividend Equivalent Rights, as applicable, with respect to such Restricted Stock, Restricted Stock Units, or Deferred Stock Units.

10.7Purchase of Restricted Stock and Shares of Stock Subject to Restricted Stock Units and Deferred Stock Units. The Grantee of an Award of Restricted Stock, vested Restricted Stock Units, or vested Deferred Stock Units shall be required, to the extent required by Applicable Laws, to purchase such Restricted Stock or the shares of Stock subject to such vested Restricted Stock Units or Deferred Stock Units from the Company at a purchase price equal to the greater of (x) the aggregate par value of the shares of Stock represented by such Restricted Stock or such vested Restricted Stock Units or Deferred Stock Units or (y) the purchase price, if any, specified in the Award Agreement relating to such Restricted Stock or such vested Restricted Stock Units or Deferred Stock Units. Such purchase price shall be payable in a form provided in Section 14 or, in the sole discretion of the Committee, in consideration for Service rendered or to be rendered by the Grantee to the Company or an Affiliate.

10.8Delivery of Shares of Stock. Upon the expiration or termination of any Restricted Period and the satisfaction of any other conditions prescribed by the Committee, including, without limitation, any performance goals or delayed delivery period, the restrictions applicable to Restricted Stock, Restricted Stock Units, or Deferred Stock Units settled in shares of Stock shall lapse, and, unless otherwise provided in the applicable Award Agreement, a book-entry or direct registration (including transaction advices) or a certificate evidencing ownership of such shares of Stock shall, consistent with Section 3.6, be issued, free of all such restrictions, to the Grantee thereof or such Grantee’s beneficiary or estate, as the case may be. Neither the Grantee, nor the Grantee’s beneficiary or estate, shall have any further rights with regard to a Restricted Stock Unit or Deferred Stock Unit once the shares of Stock represented by such Restricted Stock Unit or Deferred Stock Unit have been delivered in accordance with this Section 10.8.

11. TERMS AND CONDITIONS OF UNRESTRICTED STOCK AWARDS AND OTHER EQUITY-BASED AWARDS

11.1Unrestricted Stock Awards. Subject to Section 6.4, the Committee may, in its sole discretion, grant (or sell at the par value of a share of Stock or at such other higher purchase price as shall be determined by the Committee) an Award to any Grantee pursuant to which such Grantee may receive shares of Unrestricted Stock under the Plan. Awards of Unrestricted Stock may be granted or sold to any Grantee as provided in the immediately preceding sentence in respect of Service rendered or, if so provided in the related Award Agreement or a separate agreement, to be rendered by the Grantee to the Company or an Affiliate or other valid consideration, in lieu of or in addition to any cash compensation due to such Grantee.

11.2Other Equity-Based Awards. The Committee may, in its sole discretion, grant Awards in the form of Other Equity-Based Awards, as deemed by the Committee to be consistent with the purposes of the Plan. Awards granted pursuant to this Section 11.2 may be granted with vesting, value, and/or payment contingent upon the achievement of one or more performance goals. The Committee shall determine the terms and conditions of

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Other Equity-Based Awards on the Grant Date or thereafter. Unless the Committee provides otherwise in an Award Agreement, in another agreement with the Grantee, or otherwise in writing after such Award Agreement is issued, but prior to termination of the Grantee’s Service, upon the termination of the Grantee’s Service, any Other Equity-Based Awards held by such Grantee that have not vested, or with respect to which all applicable restrictions and conditions have not lapsed, shall immediately be deemed forfeited. Upon forfeiture of any Other Equity-Based Award, the Grantee thereof shall have no further rights with respect to such Other Equity-Based Award.

12. TERMS AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS

12.1Dividend Equivalent Rights. A Dividend Equivalent Right may be granted hereunder,provided that no Dividend Equivalent Rights may be granted in connection with, or related to, an Award of Options or SARs. The terms and conditions of Dividend Equivalent Rights shall be specified in the Award Agreement therefor. Dividend equivalents credited to the holder of a Dividend Equivalent Right may be paid currently (with or without being subject to forfeiture or a repayment obligation) or may be deemed to be reinvested in additional shares of Stock or Awards, which may thereafter accrue additional Dividend Equivalent Rights (with or without being subject to forfeiture or a repayment obligation). Any such reinvestment shall be at the Fair Market Value thereof on the date of such reinvestment. Dividend Equivalent Rights may be settled in cash, shares of Stock, or a combination thereof, in a single installment or in multiple installments, all as determined in the sole discretion of the Committee. A Dividend Equivalent Right granted as a component of another Award may (a) provide that such Dividend Equivalent Right shall be settled upon exercise, settlement, or payment of, or lapse of restrictions on, such other Award and that such Dividend Equivalent Right shall expire or be forfeited or annulled under the same conditions as such other Award or (b) contain terms and conditions which are different from the terms and conditions of such other Award, providedthat Dividend Equivalent Rights credited pursuant to a Dividend Equivalent Right granted as a component of another Award which vests or is earned based upon the achievement of performance goals shall not vest unless such performance goals for such underlying Award are achieved, and if such performance goals are not achieved, the Grantee of such Dividend Equivalent Rights shall promptly forfeit and, to the extent already paid or distributed, repay to the Company payments or distributions made in connection with such Dividend Equivalent Rights.

12.2Termination of Service. Unless the Committee provides otherwise in an Award Agreement, in another agreement with the Grantee, or otherwise in writing after such Award Agreement is issued, a Grantee’s rights in all Dividend Equivalent Rights shall automatically terminate upon such Grantee’s termination of Service for any reason.

13. TERMS AND CONDITIONS OF PERFORMANCE-BASED AWARDS

13.1Grant of Performance-Based Awards. Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Performance-Based Awards in such amounts and upon such terms as the Committee shall determine.

13.2Value of Performance-Based Awards. Each grant of a Performance-Based Award shall have an initial cash value or an actual or target number of shares of Stock that is established by the Committee as of the Grant Date. The Committee shall set performance goals in its discretion which, depending on the extent to which they are achieved, shall determine the value and/or number of shares of Stock subject to a Performance-Based Award that will be paid out to the Grantee thereof.

13.3Earning of Performance-Based Awards. Subject to the terms of the Plan, in particular Section 13.6.3, after the applicable Performance Period has ended, the Grantee of a Performance-Based Award shall be entitled to receive a payout of the value earned under such Performance-Based Award by such Grantee over such Performance Period.

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13.4Form and Timing of Payment of Performance-Based Awards. Payment of the value earned under Performance-Based Awards shall be made, as determined by the Committee, in the form, at the time, and in the manner described in the applicable Award Agreement. Subject to the terms of the Plan, the Committee, in its sole discretion, (i) may pay the value earned under Performance-Based Awards in the form of cash, shares of Stock, other Awards, or a combination thereof, including shares of Stock and/or Awards that are subject to any restrictions deemed appropriate by the Committee, and (ii) shall pay the value earned under Performance-Based Awards at the close of the applicable Performance Period, or as soon as reasonably practicable after the Committee has determined that the performance goal or goals relating thereto have been achieved; provided that, unless specifically provided in the Award Agreement for such Performance-Based Awards, such payment shall occur no later than the fifteenth (15^th) day of the third (3^rd) month following the end of the calendar year in which such Performance Period ends.

13.5Performance Conditions. The right of a Grantee to exercise or to receive a grant or settlement of any Performance-Based Award, and the timing thereof, may be subject to such performance conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions. If and to the extent required under Code Section 162(m), any power or authority relating to an Award intended to qualify under Code Section 162(m) shall be exercised by the Committee and not by the Board.

13.6Performance-Based Awards Granted to Designated Covered Employees. If and to the extent that the Committee determines that a Performance-Based Award to be granted to a Grantee should constitute Qualified Performance-Based Compensation for purposes of Code Section 162(m), the grant, exercise, and/or settlement of such Performance-Based Award shall be contingent upon achievement of pre-established performance goals and other terms set forth in this Section 13.6.

13.6.1Performance Goals Generally. The performance goals for Performance-Based Awards shall consist of one or more business criteria and a targeted level or levels of performance with respect to each of such criteria, as specified by the Committee consistent with this Section 13.6. Performance goals shall be objective and shall otherwise meet the requirements of Code Section 162(m), including the requirement that the level or levels of performance targeted by the Committee result in the achievement of performance goals being “substantially uncertain.” The Committee may determine that such Awards shall be granted, exercised, and/or settled upon achievement of any single performance goal or of two (2) or more performance goals. Performance goals may differ for Performance-Based Awards granted to any one Grantee or to different Grantees.

13.6.2Timing For Establishing Performance Goals. Performance goals for any Performance-Based Award shall be established not later than the earlier of (a) ninety (90) days after the beginning of any Performance Period applicable to such Performance-Based Award, and (b) the date on which twenty-five percent (25%) of any Performance Period applicable to such Performance-Based Award has expired, or at such other date as may be required or permitted for compensation payable to a Covered Employee to constitute Performance-Based Compensation.

13.6.3Payment of Awards; Other Terms. Payment of Performance-Based Awards shall be in cash, shares of Stock, other Awards, or a combination thereof, including shares of Stock and/or Awards that are subject to any restrictions deemed appropriate by the Committee, in each case as determined in the sole discretion of the Committee. The Committee may, in its sole discretion, reduce the amount of a payment otherwise to be made in connection with such Performance-Based Awards. The Committee shall specify the circumstances in which such Performance-Based Awards shall be paid or forfeited in the event of termination of Service by the Grantee prior to the end of a Performance Period or settlement of such Performance-Based Awards. In the event payment of the Performance-Based Award is made in the form of another Award subject to Service-based vesting, the Committee shall specify the circumstances in which the payment Award will be paid or forfeited in the event of a termination of Service.

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13.6.4Performance Measures. The performance goals upon which the vesting or payment of a Performance-Based Award to a Covered Employee that is intended to qualify as Performance-Based Compensation may be conditioned shall be limited to the following Performance Measures, with or without adjustment (including pro forma adjustments):

(a)net earnings or net income;

(b)operating earnings;

(c)pretax earnings;

(d)earnings per share;

(e)share price, including growth measures and total stockholder return;

(f)new unit growth;

(g)new unit return on investment;

(h)earnings before interest and taxes;

(i)earnings before interest, taxes, depreciation, and/or amortization;

(j)earnings before interest, taxes, depreciation, and/or amortization as adjusted to exclude any one or more of the following:

•    rent costs;

•     stock-based compensation expense;

•     income from discontinued operations;

•    gain on cancellation of debt;

•     debt extinguishment and related costs;

•    restructuring, separation, and/or integration charges and costs;

•     reorganization and/or recapitalization charges and costs;

•    impairment charges;

•    merger-related events;

•     gain or loss related to investments;

•    sales and use tax settlements; and

•     gain on non-monetary transactions;

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(k)sales or revenue growth or targets, whether in general or by type of product, service, or customer;

(l)gross or operating margins;

(m)return measures, including return on assets, capital, investment, equity, sales, or revenue;

(n)cash flow, including:

•    operating cash flow or fund from operations;

• free cash flow, defined as earnings before interest, taxes, depreciation, and/or amortization (as adjusted to exclude any one or more of the items that may be excluded pursuant to the Performance Measure specified in clause (h) above) less capital expenditures;

•    levered free cash flow, defined as free cash flow less interest expense;

•     cash flow return on equity; and

•    cash flow return on investment;

(o)productivity ratios;

(p)costs, reductions in cost, and cost control measures;

(q)expense targets;

(r)market or market segment share or penetration;

(s)financial ratios as provided in credit agreements of the Company and its subsidiaries;

(t)working capital targets;

(u)completion of acquisitions of businesses or companies;

(v)completion of divestitures and asset sales;

(w)regulatory achievements or compliance;

(x)customer satisfaction measurements;

(y)execution of contractual arrangements or satisfaction of contractual requirements or milestones;

(z)product development achievements; and

(aa)any combination of the foregoing business criteria.

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Performance under any of the foregoing Performance Measures (a) may be used to measure the performance of (i) the Company, its Subsidiaries, and other Affiliates as a whole, (ii) the Company, any Subsidiary, any other Affiliate, or any combination thereof, or (iii) any one or more business units or operating segments of the Company, any Subsidiary, and/or any other Affiliate, in each case as the Committee, in its sole discretion, deems appropriate, (b) may be compared to the performance of one or more other companies or one or more published or special indices designated or approved by the Committee for such comparison, as the Committee, in its sole discretion, deems appropriate, and (c) may be stated as a combination of one or more Performance Measures, and on an absolute or relative basis. In addition, the Committee, in its sole discretion, may select performance under the Performance Measure specified in clause (e) above for comparison to performance under one or more stock market indices designated or approved by the Committee. The Committee shall also have the authority to provide for accelerated vesting of any Performance-Based Award based on the achievement of performance goals pursuant to the Performance Measures specified in this Section 13.

13.6.5Evaluation of Performance. The Committee may provide in any Performance-Based Award that any evaluation of performance may include or exclude any of the following events that occur during a Performance Period: (a) asset write-downs; (b) litigation or claims, judgments, or settlements; (c) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results; (d) any reorganization or restructuring events or programs; (e) extraordinary, non-core, non-operating, or non-recurring items; (f) acquisitions or divestitures; (g) foreign exchange gains and losses; (h) impact of shares of Stock purchased through share repurchase programs; (i) tax valuation allowance reversals; (j) impairment expense; and (k) environmental expense. To the extent such inclusions or exclusions affect Awards to Covered Employees that are intended to qualify as Performance-Based Compensation, such inclusions or exclusions shall be prescribed in a form that meets the requirements of Code Section 162(m) for deductibility.

13.6.6Adjustment of Performance-Based Compensation. The Committee shall have the sole discretion to adjust Awards that are intended to qualify as Performance-Based Compensation, either on a formula or discretionary basis, or on any combination thereof, as the Committee determines consistent with the requirements of Code Section 162(m) for deductibility.

13.6.7Committee Discretion. In the event that Applicable Laws change to permit Committee discretion to alter the governing Performance Measures without obtaining stockholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining stockholder approval, provided that the exercise of such discretion shall not be inconsistent with the requirements of Code Section 162(m). In addition, in the event that the Committee determines that it is advisable to grant Awards that shall not qualify as Performance-Based Compensation, the Committee may make such grants without satisfying the requirements of Code Section 162(m) and base vesting on Performance Measures other than those set forth in Section 13.6.4.

13.6.8Status of Awards Under Code Section 162(m). It is the intent of the Company that Performance-Based Awards under Section 13.6 granted to Grantees who are designated by the Committee as likely to be Covered Employees shall, if so designated by the Committee, constitute Qualified Performance-Based Compensation. Accordingly, the terms of Section 13.6, including the definitions of Covered Employee and other terms used therein, shall be interpreted in a manner consistent with Code Section 162(m). If any provision of the Plan, the applicable Award Agreement, or any other agreement relating to any such Performance-Based Award does not comply or is inconsistent with the requirements of Code Section 162(m), such provision shall be construed or deemed amended to the extent necessary to conform to such requirements.

14. FORMS OF PAYMENT

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14.1General Rule. Payment of the Option Price for the shares of Stock purchased pursuant to the exercise of an Option or the purchase price, if any, for Restricted Stock, vested Restricted Stock Units, and/or vested Deferred Stock Units shall be made in cash or in cash equivalents acceptable to the Company.

14.2Surrender of Shares of Stock. To the extent that the applicable Award Agreement so provides, payment of the Option Price for shares of Stock purchased pursuant to the exercise of an Option or the purchase price, if any, for Restricted Stock, vested Restricted Stock Units, and/or vested Deferred Stock Units may be made all or in part through the tender or attestation to the Company of shares of Stock, which shall be valued, for purposes of determining the extent to which such Option Price or purchase price has been paid thereby, at their Fair Market Value on the date of such tender or attestation.

14.3Cashless Exercise. To the extent permitted by Applicable Laws and to the extent the Award Agreement so provides, payment of the Option Price for shares of Stock purchased pursuant to the exercise of an Option may be made all or in part by delivery (on a form acceptable to the Committee) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell shares of Stock and to deliver all or part of the proceeds of such sale to the Company in payment of such Option Price and/or any withholding taxes described in Section 18.3.

14.4Other Forms of Payment. To the extent that the applicable Award Agreement so provides and/or unless otherwise specified in an Award Agreement, payment of the Option Price for shares of Stock purchased pursuant to exercise of an Option or the purchase price, if any, for Restricted Stock, vested Restricted Stock Units, and/or vested Deferred Stock Units may be made in any other form that is consistent with Applicable Laws, including (a) with respect to Restricted Stock, vested Restricted Stock Units, and/or vested Deferred Stock Units only, Service rendered or to be rendered by the Grantee thereof to the Company or an Affiliate and (b) with the consent of the Company, by withholding the number of shares of Stock that would otherwise vest or be issuable in an amount equal in value to the Option Price or purchase price and/or the required tax withholding amount.

15. REQUIREMENTS OF LAW

15.1General. The Company shall not be required to offer, sell, or issue any shares of Stock under any Award, whether pursuant to the exercise of an Option, a SAR, or otherwise, if the offer, sale, or issuance of such shares of Stock would constitute a violation by the Grantee, the Company, an Affiliate, or any other Person of any provision of the Company’s articles of incorporation or bylaws or of Applicable Laws, including any federal or state securities laws or regulations. If at any time the Company shall determine, in its discretion, that the listing, registration, or qualification of any shares of Stock subject to an Award upon any Stock Exchange or Securities Market or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the offering, sale, issuance, or purchase of shares of Stock in connection with any Award, no shares of Stock may be offered, sold, or issued to the Grantee or any other Person under such Award, whether pursuant to the exercise of an Option, a SAR, or otherwise, unless such listing, registration, or qualification shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall in no way affect the date of termination of such Award. Without limiting the generality of the foregoing, upon the exercise of any Option or any SAR that may be settled in shares of Stock or the delivery of any shares of Stock underlying an Award, unless a registration statement under the Securities Act is in effect with respect to the shares of Stock subject to such Award, the Company shall not be required to offer, sell, or issue such shares of Stock unless the Committee shall have received evidence satisfactory to it that the Grantee or any other Person exercising such Option or SAR or accepting delivery of such shares may acquire such shares of Stock pursuant to an exemption from registration under the Securities Act. Any determination by the Committee in connection with the foregoing shall be final, binding, and conclusive. The Company may register, but shall in no event be obligated to register, any shares of Stock or other securities issuable pursuant to the Plan pursuant to the Securities Act. The Company shall not be obligated to take any affirmative action in order to cause the exercise of an Option or a SAR or the issuance of shares of Stock or other securities issuable pursuant to the Plan or any Award to comply with any

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Applicable Laws. As to any jurisdiction that expressly imposes the requirement that an Option or SAR that may be settled in shares of Stock shall not be exercisable until the shares of Stock subject to such Option or SAR are registered under the securities laws thereof or are exempt from such registration, the exercise of such Option or SAR under circumstances in which the laws of such jurisdiction apply shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption.

15.2Rule 16b-3. During any time when the Company has any class of common equity securities registered under Section 12 of the Exchange Act, it is the intention of the Company that Awards pursuant to the Plan and the exercise of Options and SARs granted hereunder that would otherwise be subject to Section 16(b) of the Exchange Act shall qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Committee does not comply with the requirements of such Rule 16b-3, such provision or action shall be deemed inoperative with respect to such Awards to the extent permitted by Applicable Laws and deemed advisable by the Committee and shall not affect the validity of the Plan. In the event that such Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify the Plan in any respect necessary or advisable in its judgment to satisfy the requirements of, or to permit the Company to avail itself of the benefits of, the revised exemption or its replacement.

16. EFFECT OF CHANGES IN CAPITALIZATION

16.1Changes in Stock. If the number of outstanding shares of Stock is increased or decreased or the shares of Stock are changed into or exchanged for a different number of shares or kind of Capital Stock or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse stock split, spin-off, combination of stock, exchange of stock, stock dividend or other distribution payable in capital stock, or other increase or decrease in shares of Stock effected without receipt of consideration by the Company occurring after the Effective Date, the number and kinds of shares of Capital Stock for which grants of Options and other Awards may be made under the Plan, including the Share Limit set forth in Section 4.1 and the individual share limitations set forth in Section 6.2, shall be adjusted proportionately and accordingly by the Committee. In addition, the number and kind of shares of Capital Stock for which Awards are outstanding shall be adjusted proportionately and accordingly by the Committee so that the proportionate interest of the Grantee therein immediately following such event shall, to the extent practicable, be the same as immediately before such event. Any such adjustment in outstanding Options or SARs shall not change the aggregate Option Price or SAR Price payable with respect to shares that are subject to the unexercised portion of such outstanding Options or SARs, as applicable, but shall include a corresponding proportionate adjustment in the per share Option Price or SAR Price, as the case may be. The conversion of any convertible securities of the Company shall not be treated as an increase in shares effected without receipt of consideration. Notwithstanding the foregoing, in the event of any distribution to the Company’s stockholders of securities of any other entity or other assets (including an extraordinary dividend, but excluding a non-extraordinary dividend, declared and paid by the Company) without receipt of consideration by the Company, the Board or the Committee constituted pursuant to Section 3.1.2 shall, in such manner as the Board or the Committee deems appropriate, adjust (a) the number and kind of shares of Capital Stock subject to outstanding Awards and/or (b) the aggregate and per share Option Price of outstanding Options and the aggregate and per share SAR Price of outstanding SARs as required to reflect such distribution.

16.2Reorganization in Which the Company Is the Surviving Entity Which Does not Constitute a Change in Control. Subject to Section 16.3, if the Company shall be the surviving entity in any reorganization, merger, or consolidation of the Company with one or more other entities which does not constitute a Change in Control, any Award theretofore granted pursuant to the Plan shall pertain to and apply to the Capital Stock to which a holder of the number of shares of Stock subject to such Award would have been entitled immediately following such reorganization, merger, or consolidation, with a corresponding proportionate adjustment of the per share Option Price or SAR Price of any outstanding Option or SAR so that the aggregate Option Price or SAR Price thereafter shall be the same as the aggregate Option Price or SAR Price of the shares of Stock remaining subject to the Option or SAR as in effect immediately prior to such reorganization, merger, or consolidation.

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Subject to any contrary language in an Award Agreement, in another agreement with the Grantee, or as otherwise set forth in writing, any restrictions applicable to such Award shall apply as well to any replacement shares of Capital Stock subject to such Award, or received by the Grantee, as a result of such reorganization, merger, or consolidation. In the event of any reorganization, merger, or consolidation of the Company referred to in this Section 16.2, Performance-Based Awards shall be adjusted (including any adjustment to the Performance Measures applicable to such Awards deemed appropriate by the Committee) so as to apply to the Capital Stock that a holder of the number of shares of Stock subject to the Performance-Based Awards would have been entitled to receive immediately following such reorganization, merger, or consolidation.

16.3Change in Control in which Awards are not Assumed. Except as otherwise provided in the applicable Award Agreement, in another agreement with the Grantee, or as otherwise set forth in writing, upon the occurrence of a Change in Control in which outstanding Awards are not being assumed or continued, the following provisions shall apply to such Award, to the extent not assumed or continued:

(a)Immediately prior to the occurrence of such Change in Control, in each case with the exception of Performance-Based Awards, all outstanding shares of Restricted Stock, and all Restricted Stock Units, Deferred Stock Units, and Dividend Equivalent Rights shall be deemed to have vested, and all shares of Stock and/or cash subject to such Awards shall be delivered; and one or both of the two (2) actions described below in Sections 16.3(a)(i) and (ii) shall be taken:

(i)At least fifteen (15) days prior to the scheduled consummation of such Change in Control, all Options and SARs outstanding hereunder shall become immediately exercisable and shall remain exercisable for a period of fifteen (15) days. Any exercise of an Option or SAR during this fifteen (15)-day period shall be conditioned upon the consummation of the applicable Change in Control and shall be effective only immediately before the consummation thereof, and upon consummation of such Change in Control, the Plan and all outstanding but unexercised Options and SARs shall terminate, with or without consideration (including, without limitation, consideration in accordance with clause (ii) below) as determined by the Committee in its sole discretion. The Committee shall send notice of an event that shall result in such a termination to all Persons who hold Options and SARs not later than the time at which the Company gives notice thereof to its stockholders.

(ii)The Committee may elect, in its sole discretion, to cancel any outstanding Awards of Options, SARs, Restricted Stock, Restricted Stock Units, Deferred Stock Units, and/or Dividend Equivalent Rights and pay or deliver, or cause to be paid or delivered, to the holder thereof an amount in cash or Capital Stock having a value (as determined by the Committee acting in good faith), in the case of Restricted Stock, Restricted Stock Units, Deferred Stock Units, and Dividend Equivalent Rights (for shares of Stock subject thereto), equal to the formula or fixed price per share paid to holders of shares of Stock pursuant to such Change in Control and, in the case of Options or SARs, equal to the product of the number of shares of Stock subject to such Options or SARs multiplied by the amount, if any, by which (x) the formula or fixed price per share paid to holders of shares of Stock pursuant to such transaction exceeds (y) the Option Price or SAR Price applicable to such Options or SARs. For the avoidance of doubt, if the formula or fixed price per share paid to holders of shares of Stock pursuant to such transaction is equal to or less than the Option Price or SAR Price applicable to a given Option or SAR, then such Option or SAR may be cancelled without payment therefore.

(b)Performance-Based Awards shall be treated as though target performance has been achieved. After application of this Section 16.3(b), if any Awards arise from application of this Section 16, such Awards shall be settled under the applicable provision of Section 16.3(a).

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(c)Other Equity-Based Awards shall be governed by the terms of the applicable Award Agreement.

16.4Change in Control in which Awards are Assumed. Except as otherwise provided in the applicable Award Agreement, in another agreement with the Grantee, or as otherwise set forth in writing, upon the occurrence of a Change in Control in which outstanding Awards are being assumed or continued, the following provisions shall apply to such Award, to the extent assumed or continued:

The Plan and the Options, SARs, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Dividend Equivalent Rights, and Other Equity-Based Awards granted under the Plan shall continue in the manner and under the terms so provided in the event of any Change in Control to the extent that provision is made in writing in connection with such Change in Control for the assumption or continuation of such Options, SARs, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Dividend Equivalent Rights, and Other Equity-Based Awards, or for the substitution for such Options, SARs, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Dividend Equivalent Rights, and Other Equity-Based Awards of new stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, dividend equivalent rights, and other equity-based awards relating to the Capital Stock of a successor entity, or a parent or subsidiary thereof, with appropriate adjustments as to the number of shares (disregarding any consideration that is not common stock) and exercise prices of options and stock appreciation rights.

16.5Adjustments.Adjustments under this Section 16 related to shares of Stock or other Capital Stock of the Company shall be made by the Committee, whose determination in that respect shall be final, binding, and conclusive. No fractional shares or other securities shall be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to the nearest whole share. The Committee may provide in the applicable Award Agreement as of the Grant Date, in another agreement with the Grantee, or otherwise in writing at any time thereafter with the consent of the Grantee, for different provisions to apply to an Award in place of those provided in Sections 16.1, 16.2, 16.3, and 16.4. This Section 16 shall not limit the Committee’s ability to provide for alternative treatment of Awards outstanding under the Plan in the event of a change in control event involving the Company that is not a Change in Control.

16.6No Limitations on Company. The making of Awards pursuant to the Plan shall not affect or limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure or to merge, consolidate, dissolve, or liquidate, or to sell or transfer all or any part of its business or assets (including all or any part of the business or assets of any Subsidiary or other Affiliate) or to engage in any other transaction or activity.

17. PARACHUTE LIMITATIONS

The provisions of this Section 17 shall apply to all Grantees, unless, with respect to a Grantee, there is a conflict between the provisions of this Section 17 and the provisions set forth in an agreement between the Grantee and the Company or an Affiliate, in which case the provisions of such agreement shall apply to such Grantee. Each Grantee shall bear all expense of, and be solely responsible for, any Excise Tax imposed on the Grantee; provided, however, in the event that the Accounting Firm shall determine that receipt of all payments or distributions in the nature of compensation to or for the benefit of the Grantee, whether paid or payable pursuant to the Plan or otherwise (the “Payments”) would subject the Grantee to tax under Section 4999 of the Code, the Accounting Firm shall determine whether the Payments shall be reduced (but not below zero) to meet the definition of Reduced Amount. The Payments shall be reduced to the Reduced Amount only if the Accounting Firm determines that the Net After-Tax Receipt of unreduced aggregate Payments would be equal to or less than one-hundred ten percent (110%) of the Net After-Tax Receipt of the aggregate Payments if the Payments were reduced to the Reduced Amount.

27

If the Accounting Firm determines that aggregate Payments should be reduced to the Reduced Amount, the Company shall promptly give the Grantee notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 17 shall be binding upon the Company and the Grantee and shall be made as soon as reasonably practicable and in no event later than five (5) business days following the effective date of the applicable Change in Control, or such later date on which there has been a Payment. The reduction of the Payments, if applicable, shall be made in the order that would provide the Grantee with the largest amount of after-tax proceeds (with such order, to the extent permitted by Code Sections 280G and 409A designated by the Grantee, or otherwise determined by the Accounting Firm). All fees and expenses of the Accounting Firm in implementing the provisions of this Section 17 shall be borne by the Company.

As a result of the uncertainty in the application of Section 4999 of the Code, at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts shall have been paid or distributed by the Company to or for the benefit of the Grantee pursuant to the Plan which should not have been so paid or distributed (“Overpayment”) or that additional amounts which shall have not been paid or distributed by the Company to or for the benefit of the Grantee pursuant to the Plan could have been so paid or distributed (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or the Grantee which the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, the Grantee shall pay any such Overpayment to the Company, without interest; provided, however, that no amount shall be payable by the Grantee to the Company if and to the extent such payment would not either reduce the amount on which the Grantee is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be paid promptly (and in no event later than sixty (60) days following the date on which the Underpayment is determined) by the Company to or for the benefit of the Grantee, without interest.

The Company and the Grantee shall provide the Accounting Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 17. For purposes of making the calculations required by this Section 17, the Accounting Firm may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999.

18. GENERAL PROVISIONS

18.1Disclaimer of Rights. No provision in the Plan, any Award, or any Award Agreement shall be construed (a) to confer upon any individual the right to remain in the Service of the Company or an Affiliate, (b) to interfere in any way with any contractual or other right or authority of the Company or an Affiliate either to increase or decrease the compensation or other payments to any Person at any time, or (c) to terminate any Service or other relationship between any Person and the Company or an Affiliate. In addition, notwithstanding any provision of the Plan to the contrary, unless otherwise stated in the applicable Award Agreement, in another agreement with the Grantee, or otherwise in writing, no Award granted under the Plan shall be affected by any change of duties or position of the Grantee thereof, so long as such Grantee continues to provide Service. The obligation of the Company to pay any benefits pursuant to the Plan shall be interpreted as a contractual obligation to pay only those amounts provided herein, in the manner and under the conditions prescribed herein. The Plan and Awards shall in no way be interpreted to require the Company to transfer any amounts to a third-party trustee or otherwise hold any amounts in trust or escrow for payment to any Grantee or beneficiary under the terms of the Plan.

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18.2Nonexclusivity of the Plan. Neither the adoption of the Plan nor the submission of the Plan to the stockholders of the Company for approvalshall be construed as creating any limitations upon the right and authority of the Board or the Committee to adopt such other incentive compensation arrangements (which arrangements may be applicable either generally to a class or classes of individuals or specifically to a particular individual or particular individuals) as the Board or the Committee in their discretion determine desirable.

18.3Withholding Taxes. The Company or an Affiliate, as the case may be, shall have the right to deduct from payments of any kind otherwise due to a Grantee any federal, state, or local taxes of any kind required by Applicable Laws to be withheld with respect to the vesting of or other lapse of restrictions applicable to an Award or upon the issuance of any shares of Stock upon the exercise of an Option or pursuant to any other Award. At the time of such vesting, lapse, or exercise, the Grantee shall pay in cash to the Company or an Affiliate, as the case may be, any amount that the Company or such Affiliate may reasonably determine to be necessary to satisfy such withholding obligation; provided that if there is a same-day sale of shares of Stock subject to an Award, the Grantee shall pay such withholding obligation on the day on which such same-day sale is completed. Subject to the prior approval of the Company or an Affiliate, which may be withheld by the Company or such Affiliate, as the case may be, in its sole discretion, the Grantee may elect to satisfy such withholding obligation, in whole or in part, (a) by causing the Company or such Affiliate to withhold shares of Stock otherwise issuable to the Grantee or (b) by delivering to the Company or such Affiliate shares of Stock already owned by the Grantee. The shares of Stock so withheld or delivered shall have an aggregate Fair Market Value equal to such withholding obligation. The Fair Market Value of the shares of Stock used to satisfy such withholding obligation shall be determined by the Company or such Affiliate as of the date on which the amount of tax to be withheld is to be determined. A Grantee who has made an election pursuant to this Section 18.3 may satisfy such Grantee’s withholding obligation only with shares of Stock that are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements. The maximum number of shares of Stock that may be withheld from any Award to satisfy any federal, state, or local tax withholding requirements upon the exercise, vesting, or lapse of restrictions applicable to any Award or payment of shares of Stock pursuant to such Award, as applicable, may not exceed such number of shares of Stock having a Fair Market Value equal to the minimum statutory amount required by the Company or the applicable Affiliate to be withheld and paid to any such federal, state, or local taxing authority with respect to such exercise, vesting, lapse of restrictions, or payment of shares of Stock, or such greater amount as may be permitted under applicable accounting standards.

18.4Captions. The use of captions in the Plan or any Award Agreement is for convenience of reference only and shall not affect the meaning of any provision of the Plan or such Award Agreement.

18.5Construction. Unless the context otherwise requires, all references in the Plan to “including” shall mean “including without limitation.”

18.6Other Provisions. Each Award granted under the Plan may contain such other terms and conditions not inconsistent with the Plan as may be determined by the Committee, in its sole discretion.

18.7Number and Gender. With respect to words used in the Plan, the singular form shall include the plural form, and the masculine gender shall include the feminine gender, as the context requires.

18.8Severability. If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction.

18.9Governing Law. The validity and construction of the Plan and the instruments evidencing the Awards hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of Florida, other than any conflicts or choice of law rule or principle that might otherwise refer construction or

29

interpretation of the Plan and the instruments evidencing the Awards granted hereunder to the substantive laws of any other jurisdiction.

18.10Section 409A of the Code. The Plan is intended to comply with Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Plan will be interpreted and administered to be in compliance with Code Section 409A. Any payments described in the Plan that are due within the Short-Term Deferral Period will not be treated as deferred compensation unless Applicable Laws require otherwise. Notwithstanding any provision of the Plan to the contrary, to the extent required to avoid accelerated taxation and tax penalties under Code Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Plan during the six (6)-month period immediately following the Grantee’s Separation from Service will instead be paid on the first payroll date after the six (6)-month anniversary of the Grantee’s Separation from Service (or the Grantee’s death, if earlier).

Furthermore, notwithstanding anything in the Plan to the contrary, in the case of an Award that is characterized as deferred compensation under Code Section 409A, and pursuant to which settlement and delivery of the cash or shares of Stock subject to the Award is triggered based on a Change in Control, in no event will a Change in Control be deemed to have occurred for purposes of such settlement and delivery of cash or shares of Stock if the transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder). If an Award characterized as deferred compensation under Code Section 409A is not settled and delivered on account of the provision of the preceding sentence, the settlement and delivery shall occur on the next succeeding settlement and delivery triggering event that is a permissible triggering event under Code Section 409A. No provision of this paragraph shall in any way affect the determination of a Change in Control for purposes of vesting in an Award that is characterized as deferred compensation under Code Section 409A.

Notwithstanding the foregoing, neither the Company nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on any Grantee under Code Section 409A, and neither the Company or an Affiliate nor the Board or the Committee will have any liability to any Grantee for such tax or penalty.

18.11Limitation on Liability. No member of the Board or the Committee shall be liable for any action or determination made in good faith with respect to the Plan, any Award, or any Award Agreement. Notwithstanding any provision of the Plan to the contrary, neither the Company, an Affiliate, the Board, the Committee, nor any person acting on behalf of the Company, an Affiliate, the Board, or the Committee will be liable to any Grantee or to the estate or beneficiary of any Grantee or to any other holder of an Award under the Plan by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of the failure of an Award to satisfy the requirements of Code Section 422 or Code Section 409A or by reason of Code Section 4999, or otherwise asserted with respect to the Award; provided, that this Section 18.11 shall not affect any of the rights or obligations set forth in an applicable agreement between the Grantee and the Company or an Affiliate.

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To record adoption of the Plan by the Board as of _____________ and approval of the Plan by the Company’s stockholder as of _____________, the Company has caused its authorized officer to execute the Plan.

FOUR CORNERS PROPERTY TRUST, INC.

By:

Name:

Title:

31

EX-10.8

Exhibit 10.8

August 5, 2015

Bill Lenehan

310 Cascade Drive

Mill Valley, CA 94941

Dear Bill,

I am pleased to confirm the job offer extended to you as Chief Executive Officer for Four Corners Property Trust, an indirect wholly owned subsidiary of Darden Restaurants, Inc. (“REIT”). The annualized salary for this position is $475,000, paid on a weekly basis. Your anticipated start date is August 17, 2015. Pursuant to the Director compensation program, by starting employment with Darden the cash retainer compensation you are currently receiving will cease and the next and final quarterly payment will be pro-rated.

Transaction Awards: If the REIT is spun off to shareholders in a tax-free transaction in general respects as contemplated by our press release of June 29, 2015 (the “REIT Spin”), then provided you remain employed through the date of the REIT Spin, the REIT will award you $650,000 in restricted stock units under the terms of an equity plan to be developed and put in place for the REIT, which will be subject to a vesting schedule set forth in the award agreement governing the award of such restricted stock units.

Annual and Long-term Incentive Plan: Once the REIT Spin has closed, the REIT will provide you eligibility for an annual incentive target of 100% of your base salary paid by the REIT and long-term incentive target value of $1,250,000 in the form of equity. The incentive program designs will be determined promptly following the REIT Spin.

Stock Ownership Requirements: Upon the completion of the REIT Spin, you will be expected to obtain a specific amount of REIT shares. The share ownership policy will be subject to the REIT Board of Directors review and approval. For your position as Chief Executive Officer, the stock ownership guideline is expected to be equivalent to 500% of base salary.

Severance: Upon the completion of the REIT Spin, if your employment is involuntarily terminated not for cause or voluntarily for good reason, you will be eligible for 18 months base salary and health care benefits coverage, at the same level within 90 days of the termination. The definitions of “involuntary not for cause” or “voluntarily for good reason” will be fully developed in connection with the REIT Spin.

Change in Control Agreement: Upon the successful close of the REIT, you will be covered under the REIT Change in Control (CIC) Agreement, which is expected to provide 2 times base salary and target bonus plus 24 months of health care benefits upon a CIC event and qualifying termination. The definition of CIC as well as the details of the agreement will be developed in connection with the REIT Spin.

Work/Life Benefits: You are eligible to participate in the Darden Restaurants, Inc. (“Darden”) healthcare and retirement programs, until the time of the REIT Spin. A summary of Darden’s programs will be provided separately. A comparable package of benefits is under development for the REIT.

Executive Perquisites: You will not be eligible to participate in the Darden executive perquisite program.

Darden and its affiliates are at-will employers, thus, your employment with us and the REIT is not guaranteed for any particular period of time nor does this letter constitute an employment contract. Employment with Darden will terminate at time of the REIT Spin. There can be no assurance that the REIT Spin will occur and in the event the REIT Spin is terminated, or does not happen before March 31, 2016, we may terminate your employment with Darden immediately.

We look forward to welcoming you to our winning team and hope to receive a positive response to this offer. If you have any questions, please feel free to contact me at (407) 245-4446 or Danielle Kirgan at (407) 245-6023.

Sincerely,

/s/ Gene Lee

Gene Lee
Chief Executive Officer
Darden Restaurants

cc: Danielle Kirgan, Chief Human Resources Officer

My signature below acknowledges acceptance of the offer as described and is contingent on the successful results of pre-employment drug screen and background check.

/s/ Bill Lenehan                            8/12/2015

__________________________________________         ___________

Name                                 Date

EX-10.9

Exhibit 10.9

September 21, 2015

Gerry Morgan

Dear Gerry,

I am pleased to confirm the job offer extended to you as Chief Financial Officer for Four Corners Property Trust (“FCPT”), an indirect wholly owned subsidiary of Darden Restaurants, Inc. The annualized salary for this position is $340,000, paid on a weekly basis. Your anticipated start date is September 22, 2015.

Transaction Awards: If FCPT is spun off to shareholders in a tax-free transaction in general respects as contemplated by our press release of June 29, 2015 (the “FCPT spin”), then provided you remain employed through the date of the FCPT spin, FCPT will award you $185,000 in restricted stock units under the terms of an equity plan to be developed and put in place for FCPT, which will be subject to a vesting schedule set forth in the award agreement governing the award of such restricted stock units.

Annual and Long-term Incentive Plan: Upon the successful completion of the FCPT spin, FCPT will provide you eligibility for an annual incentive target of 65% of your base salary paid by FCPT and long-term incentive target value of $370,000 in the form of equity. The incentive program designs will be determined promptly following the FCPT spin.

Stock Ownership Requirements: Upon the successful completion of the FCPT spin, you will be expected to obtain a specific amount of FCPT shares. The share ownership policy will be subject to the FCPT Board of Directors review and approval. For your position as Chief Financial Officer, the stock ownership guideline is expected to be equivalent to 300% of base salary.

Severance: There can be no assurance that the FCPT spin will occur and in the event the FCPT spin is terminated, or does not happen before March 31, 2016, we may terminate your employment with Darden immediately at which time you would be eligible to receive a severance payment equal to 6 months base salary, 3 months target bonus and six months of health care benefits coverage. Upon the successful completion of the FCPT spin, if your employment is involuntarily terminated not for cause or voluntarily for good reason, you will be eligible for base salary and health care benefits coverage, at the same level within 90 days of the termination, for a period of time to be determined by company policy in place at time of your termination. The definitions of “involuntary not for cause” or “voluntarily for good reason” will be fully developed in connection with the FCPT spin.

Relocation Reimbursement: Upon the successful completion of the FCPT spin, you will receive reimbursement for expenses associated with the movement of or storage of household goods, total reimbursed expenses not to exceed $30,000 and subject to the company’s pre-approval of expenditures in excess of $5,000. The total amount of reimbursement may be higher based upon the relocation estimates of your planned move and the company’s additional approval of a maximum amount.

Change in Control Agreement: Upon the successful completion of the FCPT spin, you will be covered under the FCPT Change in Control (CIC) Agreement, which is expected to provide 1.5 times base salary and target bonus plus 18 months of health care benefits upon a CIC event and qualifying termination. The definition of CIC as well as the details of the agreement will be developed in connection with the FCPT spin.

Work/Life Benefits: You are eligible to participate in the Darden Restaurants, Inc. (“Darden”) healthcare and retirement programs, until the time of the FCPT spin. A summary of Darden’s programs will be provided separately. A comparable package of benefits is under development for FCPT.

Executive Perquisites: You will not be eligible to participate in the Darden executive perquisite program.

Darden and its affiliates are at-will employers, thus, your employment with us and FCPT is not guaranteed for any particular period of time nor does this letter constitute an employment contract. Employment with Darden will terminate at time of the FCPT spin. There can be no assurance that the FCPT spin will occur and in the event the FCPT spin is terminated, or does not happen before March 31, 2016, we may terminate your employment with Darden immediately.

We look forward to welcoming you to our winning team and hope to receive a positive response to this offer. If you have any questions, please feel free to contact me at (415) 264-1159 or Danielle Kirgan at (407) 245-6023.

Sincerely,

/s/ Bill Lenehan

Bill Lenehan
Chief Executive OfficerFour Corners Property Trust

cc: Danielle Kirgan, Chief Human Resources Officer

My signature below acknowledges acceptance of the offer as described and is contingent on the successful results of a pre-employment background check.

/s/ Gerry Morgan                             9/21/2015

__________________________________________         ___________

Name                                 Date

EX-10.10

Exhibit 10.10

September 17, 2015

James Brat

Dear James,

I am pleased to confirm the job offer extended to you as General Counsel for Four Corners Property Trust (“FCPT”), an indirect wholly owned subsidiary of Darden Restaurants, Inc. The annualized salary for this position is $275,000, paid on a weekly basis. If FCPT is spun off to shareholders in a tax-free transaction in general respects as contemplated by our press release of June 29, 2015 (the “FCPT spin”), your anticipated start date will be the effective date of the successful completion of the FCPT spin (the “Start Date”).

Transaction Awards: Promptly following the Start Date, FCPT will award you $100,000 in restricted stock units under the terms of an equity plan to be developed and put in place for FCPT, which will be subject to a vesting schedule set forth in the award agreement governing the award of such restricted stock units.

Annual and Long-term Incentive Plan: FCPT will provide you eligibility for an annual incentive target of 60% of your base salary paid by FCPT and long-term incentive target value of $200,000 in the form of equity. The incentive program designs will be determined promptly following the FCPT spin.

Stock Ownership Requirements: You will be expected to obtain a specific amount of FCPT shares. The share ownership policy will be subject to the FCPT Board of Directors review and approval. For your position as General Counsel, the stock ownership guideline is expected to be equivalent to 200% of base salary.

Severance: If your employment is involuntarily terminated not for cause or voluntarily for good reason, you will be eligible for base salary and health care benefits coverage at the same level within 90 days of the termination, for a period of time to be determined by company policy in place at time of your termination. The definitions of “involuntary not for cause” or “voluntarily for good reason” will be fully developed in connection with the FCPT spin.

Sign-on Bonus: On the Start Date, you will receive a $10,000 gross cash sign-on bonus, subject to tax withholding, including federal withholding at the supplemental rate of 25%, and applicable state tax withholding.

Relocation Reimbursement: You will receive reimbursement for expenses associated with the movement of or storage of household goods, total reimbursed expenses not to exceed $5,000.

Change in Control Agreement: You will be covered under the FCPT Change in Control (CIC) Agreement, which is expected to provide 1.5 times base salary and target bonus plus 18 months of health care benefits upon a CIC event and qualifying termination. The definition of CIC as well as the details of the agreement will be developed in connection with the FCPT spin.

Work/Life Benefits: You will be eligible to participate in the FCPT healthcare and retirement programs. A package of benefits is under development for FCPT.

Darden and its affiliates are at-will employers, thus, your employment with FCPT is not guaranteed for any particular period of time nor does this letter constitute an employment contract. Your Start Date will not be prior to the date of the FCPT spin. There can be no assurance that the FCPT spin will occur and in the event the FCPT spin is terminated, or does not happen before March 31, 2016, the employment offer will be rescinded.

We look forward to welcoming you to our winning team and hope to receive a positive response to this offer. If you have any questions, please feel free to contact me at (415) 264-1159 or Danielle Kirgan at (407) 245-6023.

Sincerely,

/s/ Bill Lenehan

Bill Lenehan
Chief Executive OfficerFour Corners Property Trust

cc: Danielle Kirgan, Chief Human Resources Officer

My signature below acknowledges acceptance of the offer as described and is contingent on the successful results of a pre-employment background check.

/s/ James Brat                                9/21/2015

__________________________________________         ___________

Name                                 Date

EX-10.11

Exhibit 10.11

FRANCHISE AGREEMENT

FOR

RESTAURANT:	RESTAURANT ADDRESS:
LONGHORN STEAKHOUSE	Address
	San Antonio, Texas [_____]

SUMMARY PAGES

These pages summarize certain provisions of the Franchise Agreement to which they are attached. The Franchise Agreement’s provisions will control in the event of any conflict.

Effective Date: _____________, 2015

Approved Site: [INSERT EXISTING RESTAURANT ADDRESS]

Designated Area: [TO BE INSERTED]

Royalty Fee:

Marketing Fee:

Brand Fund Contribution:

Local Marketing Expenditure:

Successor Fee:

Transfer Fee:

Franchisee: Kerrow Restaurants, LLC, a Texas limited liability company

Address for Notices:

Attention:

Email:

Franchisor: RARE Hospitality Management LLC, a Delaware limited liability company

Address for Notices: 1000 Darden Center Drive, Orlando, Florida 32837 USA

Attention:

Email:

i

TABLE OF CONTENTS

		PAGE
1.	DEFINITIONS	1
2.	GRANT OF FRANCHISE	8
3.	TERM OF FRANCHISE	9
4.	FEES	11
5.	TRAINING	12
6.	RESTAURANT OPERATIONS	14
7.	COMPUTER SYSTEM AND POS SYSTEM	15
8.	COUPONS, GIFT CARDS, AND LOYALTY PROGRAMS	17
9.	MARKETING	17
10.	OPERATIONAL STANDARDS	21
11.	REPRESENTATIONS, WARRANTIES, AND COVENANTS	24
12.	MANAGEMENT AND PERSONNEL	25
13.	RECORDS, AUDITS, AND INSPECTIONS	26
14.	INSURANCE	28
15.	PROTECTION OF MARKS AND RELATED PROPRIETARY RIGHTS	28
16.	ANTI-CORRUPTION, ANTI-BOYCOTT, AND ANTI-TERRORISM LAWS	30
17.	TRANSFERABILITY OF INTEREST	30
18.	RESTRICTIVE COVENANTS	32
19.	DEFAULT AND TERMINATION	34
20.	EFFECT OF TERMINATION, EXPIRATION, OR NONRENEWAL	37
21.	FRANCHISOR'S OPTION TO PURCHASE RESTAURANT	38
22.	INDEMNIFICATION	40
23.	INDEPENDENT CONTRACTORS	40
24.	FORCE MAJEURE AND CRISIS MANAGEMENT EVENTS	41
25.	DISPUTE RESOLUTION	41
26.	GOVERNING LAW	43
27.	JURISDICTION AND VENUE	43
28.	WAIVER OF JURY TRIAL	43
29.	TAXES AND DUTIES	43
30.	NOTICES	43
31.	MISCELLANEOUS	44
	EXHIBITS:
A	Guaranty and Assumption of Obligations
B	Confidentiality Agreement
C	Electronic Funds Transfer Authorization Form

ii

LONGHORN STEAKHOUSE

FRANCHISE AGREEMENT

This Agreement is made as of the Effective Date between Franchisor and Franchisee.

RECITALS:

WHEREAS, Franchisor developed and owns, and has the right to license the use of, the System for establishing and operating LongHorn Steakhouse Restaurants utilizing the Marks;

WHEREAS, Franchisee desires to use the System and Marks in connection with the operation of a LongHorn Steakhouse Restaurant; and

WHEREAS, in reliance on Franchisee’s representations, warranties, covenants and agreements set forth herein, Franchisor desires to grant Franchisee a franchise for the establishment and operation of a LongHorn Steakhouse Restaurant upon the terms and conditions set forth in this Agreement;

NOW, THEREFORE, the Parties, in consideration of the mutual obligations provided for in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree as follows:

1.DEFINITIONS.

Certain initially capitalized terms used frequently in this Agreement are defined in this Section 1. Other terms are defined elsewhere in this Agreement in the context in which they arise.

(a)“Affiliate” means, with respect to a named Person, any Person that is controlled by, controlling or under common control with the named Person.

(b)“Agreement” means this LongHorn Steakhouse Franchise Agreement between Franchisor and Franchisee.

(c)“Applicable Law” means any federal, state, and local laws, ordinances, and codes, together with all rules, regulations, policies, and guides related thereto, applicable to the subject matter of this Agreement, including the development and operation of the Restaurant pursuant to the terms hereof, including, without limitation, all laws and regulations related to health and food safety, menu labeling, data protection and privacy in the United States, and those governing public accommodations for persons with disabilities.

(d)“Approved Site” means the site approved by Franchisor for Franchisee’s LongHorn Steakhouse Restaurant as set forth in the Summary Pages and referred to in Section 2(b).

1

(e)“Brand Fund” means the national, regional, or local marketing fund described in Section 9(b).

(f)“Brand Fund Contribution” means such amounts to be contributed to the Brand Fund that Franchisor prescribes from time to time pursuant to Section 4 and as initially set forth in the Summary Pages.

(g)“Business Day” means any calendar day other than Saturdays, Sundays and national holidays in the United States.

(h)“Competitive Business” means any steakhouse, chophouse or casual dining restaurant that, as determined by Franchisor, is the same as or substantially similar to the LongHorn Steakhouse Restaurants, including, without limitation, any food service establishment or chain of food service establishments that has steak items accounting for twenty-five percent (25%) or more of its entree menu. A Competitive Business does not include other businesses that are licensed by Franchisor or any of its Affiliates, including, without limitation, the Operating Restaurants.

(i)“Confidential Information” means any and all information, knowledge, know-how, trade secrets, methodologies, techniques, procedures, applications and materials, in whatever form, used in or related to the System which Franchisor provides to Franchisee, or which Franchisee or its Affiliates or employees develop or have access to, in connection with this Agreement or the operation of the Restaurant hereunder, including, without limitation, any ingredients, formulae, recipes, and menu items; product sourcing, manufacturing, inventory management and control, supply, distribution, products and pricing; Standards for site selection, general contractors, architects, architectural, and constructions plans, and Trade Dress; technology, point of sale and related computer software; advertising, marketing and promotional programs including gift card, loyalty and customer reward programs; customer data; financial data and statements; training, inventory and financial controls, management programs and any other information or data regarding the business of Franchisor or any of its Affiliates that would reasonably be considered the proprietary or confidential information of Franchisor or its Affiliates.

(j) “Consequential Damages” means damages and injury that result from a Party’s negligent performance of or other breach of this Agreement including: (a) lost profits; (b) compensation for damages to reputation and goodwill including costs of or resulting from delays, financing, marketing materials and media time and space, and costs of changing, substituting or replacing the same; (c) any and all expenses of refunds, compensation, and public notices; and (d) other such amounts incurred in connection with the matters described herein.

(k)“Control” or “Controlling Interest” means the power, directly or indirectly, to direct or cause the direction of the management and policies of an Entity, whether by contract or otherwise.

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(l)“Crisis Management Event” means an event that Franchisor determines may materially affect the Marks and goodwill associated therewith.

(m)“Cybersecurity Incident” means any event or occurrence that results in unauthorized access to or adversely affects the availability or integrity of Confidential Information, which event or occurrence could not have been prevented by reasonable administrative, physical or technical security measures.

(n)“Designated Area” means the geographic area referred to in Section 2(d) and described in the Summary Pages.

(o)“Designated Manager” means the manager acceptable to Franchisor pursuant to Section 19(b)(1).

(p)“Designated Manager Fee” means the monthly service fee in an amount equal to percent ( %) of Gross Sales payable on the seventh (7th) day following the end of each calendar month or such other specific day that Designated Manager designates from time to time with Franchisee’s consent pursuant to Section 19(b)(1).

(q)“Effective Date” means the effective date of this Agreement as set forth in the Summary Pages.

(r)“Entity” means a business entity, including a corporation, limited liability company, general or limited partnership, limited liability partnership or any other type of legal entity.

(s)“Equity Interest” means any direct or indirect stock, unit, membership, partnership or other legal, equitable or beneficial ownership interest, or other voting rights, in an Entity, but does not include direct or indirect ownership solely as an investment of securities of any Entity traded on any securities exchange if the Owner is not a controlling Person (or a member of an Entity that controls) such Entity and does not, directly or indirectly, own five percent (5%) or more of any class of securities of such Entity.

(t)“Event of Default” means any breach by Franchisee of, or any failure by Franchisee to comply with, a material and essential condition and obligation of this Agreement as described in Section 19(a).

(u)“Event of Default Fee” means a fee in the amount of One Thousand Dollars ($1,000) per Event of Default payable pursuant to Section 19(b)(2).

(v)“Force Majeure Event” means acts of God (such as tornadoes, earthquakes, hurricanes, floods, fire or other natural catastrophe), strikes, lockouts or other industrial disturbances; war (declared or undeclared), riot, terrorist act, Cybersecurity Incident, or other civil

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disturbances; epidemics; or other forces, that materially and adversely affect the ability of a Party hereto to perform provided that in all events they are not within the reasonable control of the Party affected thereby.

(w)“Franchisee” means Kerrow Restaurants, LLC, a Texas limited liability company.

(x)“Franchisor” means RARE Hospitality Management LLC, a Delaware limited liability company.

(y)“Grand Re-Opening” means the advertising and promotional campaign and events that are planned before and designed to occur before and shortly after the Restaurant re-opens to the public.

(z)“Gross Sales” means the total selling price of all services and products and all income of every other kind and nature related to the Restaurant, whether for cash, cash equivalents, or credit, and regardless of collection in the case of credit. Proceeds from the sale of coupons, gift cards, gift certificates or vouchers will not be included in Gross Sales when the coupons, gift cards, gift certificates or vouchers are sold; rather, the retail prices of services and products purchased with coupons, gift cards, gift certificates or vouchers will be included in Gross Sales during the Reporting Period in which the coupon, gift card, gift certificate or voucher is redeemed. Gross Sales will expressly exclude the following: complimentary food and beverage service (provided that such food and beverage service does not exceed percent ( %) of Gross Sales in any calendar year), meals provided to employees, tips and gratuities, sums collected and actually paid by Franchisee for any sales, drink, or other excise tax imposed by any duly constituted government authority. In the case of promotional discounts implemented by Franchisee at the Restaurant, the amount actually paid by the guest after the discount, rather than the original amount, will be considered for purposes of the term Gross Sales.

(aa)“Indemnified Parties” means Franchisor, its Affiliates and their respective Owners, directors, officers, employees, agents, successors and assignees.

(bb)    “Initial Term” means the initial term of this Agreement as set forth in Section 3(a).

(cc)    “Initial Training” means Franchisor’s initial training program on the elements of the System and the operation of a Restaurant.

(dd)    “Intranet” means Franchisor’s computer or electronic systems, including any third-party computer or electronic system to which Franchisee may be given access.

(ee)    “Lease” means the document executed by Franchisee or its Affiliate with an owner or lessor of real property in connection with the granting of the right to occupy the Approved Site

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and operate a Restaurant from the Approved Site. The term includes any sublease or renewal of any lease or sublease.

(ff)    “Local Marketing Expenditure” means the amount Franchisee must spend on local advertising for the Restaurant in the Designated Area each calendar quarter as set forth in Section 9(f) and in the amount set forth in the Summary Pages.

(gg)    “LongHorn SteakhouseRestaurants” or “Restaurant” means LongHorn Steakhouse restaurants operating under the Marks and System.

(hh)    “Losses and Expenses” means, without limitation, all losses, compensatory, exemplary or punitive damages, arbitration costs, mediation costs, settlement amounts, judgments, court costs, fines, charges, costs, and expenses, including without limitation reasonable attorneys’ fees and Consequential Damages.

(ii)    “Manuals” means Franchisor’s operations and training manuals, and any other written directives related to System, in whatever form and provided in whatever manner, as the same may be periodically amended and revised, including the Standards, all bulletins, supplements and ancillary and additional manuals and directives established by Franchisor from time to time.

(jj)    “Marketing Fee” means the continuing monthly marketing fee Franchisee must pay to Franchisor as set forth in Section 4(b) and in the amount set forth in the Summary Pages.

(kk)    “Marks” means the LONGHORN STEAKHOUSE trademark and service mark and such other trademarks, trade names, service marks, logos, slogans, emblems and other indicia of origin as are now designated, and may hereafter be designated, by Franchisor in writing for use in connection with the System.

(ll)    “Maximum Menu Item Price Policy” means the policy described in Section 9(k).

(mm)    “Notice” means any notice, demand, request, consent, approval, and other communication in writing required or permitted to be given or which are to be given with respect to the Agreement.

(nn)    “Operating Assets” means all improvements, equipment, furniture, trade fixtures, furnishings, signs, supplies, materials and other assets related to the operation of the Restaurant at the Approved Site, and as periodically specified by Franchisor in the Manuals or otherwise in writing.

(oo)    “Operating Restaurants” means the existing LongHorn Steakhouse Restaurants that Franchisee is operating pursuant to this Agreement and other franchise agreements between Franchisee and Franchisor.

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(pp)    “Owner” means, collectively or individually, the Persons holding a direct or indirect Equity Interest in Franchisee or in any Affiliate of Franchisee as designated by Franchisor.

(qq)    “Party” means either Franchisor or Franchisee individually.

(rr)    “Parties” means Franchisor and Franchisee collectively.

(ss)    “Person” means any natural person or Entity.

(tt)    “POS System” means the computerized point of sale cash collection system (including all related hardware and software) as specified in the Manuals or otherwise by Franchisor in writing for use in connection with the Restaurant.

(uu)    “Products” means all food (including ingredients), beverage, and articles used in the operation of LongHorn Steakhouse Restaurants, as specified from time to time by Franchisor in the Manuals, or otherwise in writing. Products includes the Proprietary Products.

(vv)    “Proprietary Products” means all food, beverage, articles, clothing, and memorabilia used in the operation of LongHorn Steakhouse Restaurants, bearing any of the Marks or designated as proprietary by Franchisor or any Affiliate.

(ww)    “Proprietary Software” means certain computer software that is owned or licensed by Franchisor used in the operation of the POS System and/or Restaurant computer system.

(xx)    “Re-Opening Crew” means the employees of Franchisor that Franchisor, at its sole option, designates to send for the re-opening of the Restaurant.

(yy)    “Re-Opening Date” means the date the Restaurant re-opens to the public under Franchisee’s management subject to receiving all necessary approvals as described herein.

(zz)    “Reporting Period” means each calendar month of the Restaurant’s operation, with the first Reporting Period being prorated from the Re-Opening Date to the end of the same month.

(aaa)    “Restaurant General Manager” means a Person who has satisfactorily completed Franchisor’s Initial Training program at Franchisee’s expense and will thereafter devote full time and best efforts to the operation of the Restaurant and be vested with the authority and responsibility for the day-to-day supervision of Restaurant Managers and management of the operations of the Restaurant operated under this Agreement, subject to the supervision of the Vice President of Restaurant Operations for the Restaurant.

(bbb)    “Restaurant Manager” means a Person who has satisfactorily completed Franchisor’s Initial Training program at Franchisee’s expense and will thereafter devote full time

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and best efforts to the operation of the Restaurant and be vested with the authority and responsibility for the day-to-day management and operation of the Restaurant and supervision of the Restaurant’s personnel under the supervision of a Restaurant General Manager.

(ccc)    “Royalty Fee” means the continuing monthly royalty fee Franchisee must pay to Franchisor as set forth in Section 4 and in the amount set forth in the Summary Pages.

(ddd)    “Standards” means the brand standards, requirements, specifications, policies and procedures of the System and for the development and operation of LongHorn Steakhouse Restaurants, as specified from time to time by Franchisor in the Manuals, or otherwise in writing.

(eee)    “Successor Fee” means the successor fee Franchisee must pay to Franchisor as set forth in Section 3(b)(5) and in the amount set forth in the Summary Pages.

(fff)    “Successor Term” means any consecutive two-year period commencing after the expiration of the Initial Term as set forth in Section 3(b).

(ggg)    “Summary Pages” means the Summary Pages of this Agreement that directly precede the Table of Contents of this Agreement.

(hhh)    “System” means the business system for establishing and operating LongHorn Steakhouse Restaurants, the distinguishing characteristics of which include, without limitation, distinctive exterior and interior design, decor, color scheme, furnishings and equipment; special recipes and menu items; the Standards; quality and uniformity of products and services offered; procedures for inventory, management and financial control; training and assistance; and marketing and advertising promotional programs; all of which may be changed, improved and further developed by Franchisor from time to time.

(iii)    “Term” means the term of this Agreement, including the Initial Term and any Successor Term.

(jjj)    “Trade Dress” means the unique, distinctive, and non-functional overall appearance and image of Restaurant in the marketplace, and includes the Standards.

(kkk)    “Transfer”means and includes any voluntary, involuntary, direct or indirect assignment, transfer, sale, conveyance, disposition, gift, encumbrance, pledge, hypothecation, or mortgage by Franchisee or any of its Owners of all or any part of its rights, interests or obligations in this Agreement, Franchisee, the Restaurant (including the Approved Site), the Operating Assets, or the ownership of Franchisee or any Owner of any Equity Interest, directly or indirectly, in Franchisee to any Person or any other transaction that would, alone or together with other previous, simultaneous or proposed Transfer, have the effect of transferring Control, this Agreement, or

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substantially all of the assets of the business operated pursuant to this Agreement. Any transfer of ownership in Franchisee or the ownership, possession, or Control of the Restaurant may be made only in conjunction with a Transfer of this Agreement.

(lll)    “Transfer Fee” means the transfer fee Franchisee or the transferee must pay to Franchisor as set forth in Section 17 and in the amount set forth in the Summary Pages.

(mmm)     “Vice President of Restaurant Operations” means a Person who has satisfactorily completed Franchisor’s Initial Training program at Franchisee’s expense and will thereafter devote full time and best efforts to the operation of Restaurants operated by Franchisee and be vested with the authority and responsibility for the day-to-day supervision of the Restaurant General Managers and management of the operations of the Restaurant operated under this Agreement.

2.GRANT OF FRANCHISE.

(a)Grant. Franchisor hereby grants to Franchisee, upon the terms and conditions in this Agreement, the right and license, and Franchisee hereby accepts the right and obligation, to operate a LongHorn Steakhouse Restaurant under the Marks and System at the Approved Site set forth in the Summary Pages.

(b)Approved Site. This Agreement does not grant to Franchisee the right or license to operate the Restaurant or to offer or sell any Products at or from any location other than the Approved Site. Franchisor’s approval of the Approved Site and its rendering of assistance, if any, in the selection of the Approved Site does not constitute a representation, promise, warranty, or guarantee by Franchisor, express or implied, that the Restaurant operated at the Approved Site will be profitable or otherwise successful.

(c)Relocation. Franchisee will not relocate the Restaurant without the express prior written consent of Franchisor. If Franchisee is unable to continue the operation of the Restaurant at the Approved Site because of the occurrence of a Force Majeure Event, then Franchisee may request approval of Franchisor to relocate the Restaurant to another location in the Designated Area. Any other request to relocate the Restaurant will also be subject to the same procedures. If Franchisor elects to grant Franchisee the right to relocate the Restaurant, then Franchisee will comply with Franchisor’s then-current site selection and construction procedures.

(d)Designated Area. Franchisee must operate the Restaurant at the Approved Site within the Designated Area set forth in the Summary Pages. Except as otherwise provided in this Agreement, and subject to Franchisee’s full compliance with this Agreement and any other agreement between Franchisee or any of its Affiliates and Franchisor or any of its Affiliates, neither Franchisor nor any Affiliate will establish, or authorize any Person other than Franchisee to establish, a LongHorn Steakhouse Restaurant in the Designated Area during the Term. Franchisee will have

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the right to fill customer orders by providing catering and delivery services in the Designated Area as prescribed by Franchisor or as otherwise approved by Franchisor in writing.

(e)Reserved Rights. Franchisor retains all rights inside and outside the Designated Area except those that are expressly granted to Franchisee in this Agreement. Franchisor and its Affiliates and any other authorized Person may, among other things:

(1)Advertise and promote the System within and outside the Designated Area;

(2)Operate, and license others to operate, LongHorn Steakhouse Restaurants at any location outside the Designated Area, including locations that are adjacent to the Designated Area;

(3)Except for the restriction against the establishment of another LongHorn Steakhouse Restaurant in the Designated Area, offer and sell, and authorize others to offer and sell, approved collateral products and services, including those offered and sold at LongHorn Steakhouse Restaurants (such as pre-packaged food products, clothing and other LongHorn Steakhouse memorabilia), under the Marks or other marks at or from any location or through any channel of distribution (including, but not limited to, grocery stores, catalogs, the Internet, other retail or restaurant locations and other food service facilities such as kiosks, concessions, food trucks or multi-brand facilities providing a limited number or representative sample of the products and services normally offered by a LongHorn Steakhouse Restaurant);

(4)Establish and operate, and license others to establish and operate, any business other than a LongHorn Steakhouse Restaurant, including other restaurants or food-related businesses, under the Marks or under other marks, including restaurants or other businesses that Franchisor or its Affiliates may operate, acquire or be acquired by, merge or consolidate with; and

(5)Establish and operate, and license others to operate, LongHorn Steakhouse Restaurants and other food service facilities in any Reserved Area whether or not located within the Designated Area. Reserved Areas are locations that by their nature are unique and separate in character from locations generally developed as LongHorn Steakhouse Restaurants, which include military bases, airports, food courts, hospitals, campuses, schools, hotels, stadiums, arenas, race tracks, ballparks, festivals, fairs, amusement and theme parks, casinos, and other mass gathering locations or events.

3.TERM OF FRANCHISE.

(a)Initial Term. The Initial Term of this Agreement will commence on the Effective Date of this Agreement and expire years thereafter, unless this Agreement is earlier terminated as provided in Section 19.

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(b)Successor Term. Franchisee may, at its option, continue to operate the Restaurant under this Agreement for additional consecutive terms of years each (each a “Successor Term”), subject to any or all of the following conditions which must, at Franchisor’s option, be met prior to and at the time of each Successor Term.

(1)Franchisee’s Notice. Franchisee must give Franchisor Notice of its election to continue to operate the Restaurant for a Successor Term no later than months before the expiration of the Initial Term or Successor Term, as applicable;

(2)Good Standing. Franchisee must not be in default, nor previously have been in default, of any provision of this Agreement or any other agreement between Franchisee or any of its Affiliates and Franchisor and any of its Affiliates, and Franchisee must have substantially and timely complied with all the terms and conditions of such agreements during the terms thereof.

(3)Approved Site. Franchisee must present satisfactory evidence that Franchisee has the right to remain in possession of the Approved Site premises for the duration of the Successor Term.

(4)Maintenance. Franchisee must repair, replace, or procure, at Franchisee’s sole cost and expense, equipment, signs, interior and exterior decor items, fixtures, furnishings, supplies, and other products and materials required for the operation of the Restaurant as Franchisor may reasonably require, including, without limitation, new or additional items which may be reasonably required by Franchisor for Franchisee to offer and sell new menu items from the Restaurant or to provide the Restaurant’s services by alternative means such as through carry-out, catering, or delivery arrangements, and to otherwise modernize the Restaurant to reflect the then-current Standards and image of the System as contained in the Manuals or otherwise provided in writing by Franchisor.

(5)New Agreement and Successor Fee. Franchisee must execute Franchisor’s then-current form of franchise agreement, which agreement will supersede this Franchise Agreement in all respects, and the terms of which may differ from the terms of this Franchise Agreement, including, without limitation, a higher percentage Royalty Fee, a higher Marketing Fee, Brand Fund Contribution, or Local Marketing Expenditure requirement, or a more restrictive Designated Area; provided that Franchisee must pay to Franchisor, in lieu of an initial franchise fee, a Successor Fee, plus all amounts necessary to reimburse Franchisor for its reasonable out-of-pocket costs and expenses associated with renewing the franchise, including, without limitation, legal and accounting fees.

(6)Training. Franchisee must comply with Franchisor’s then-current qualification and training requirements.

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(7)Release. Franchisee and any guarantor must execute a general release, in a form satisfactory to Franchisor, of any and all claims against Franchisor and its Affiliates, successors and assigns, their respective officers, directors, shareholders, partners, members, agents, representatives, independent contractors, servants and employees, in their corporate and individual capacities, including, without limitation, claims arising under this Agreement and federal, state and local laws, rules and regulations.

4.FEES.

Franchisee must pay the fees described below and comply with the following provisions:

(a)Royalty Fee. Franchisee must pay to Franchisor a non-refundable Royalty Fee. Franchisor may, at its sole option, increase that fee above the amount set forth in the Summary Pages if the Franchisee materially fails to comply with the Maximum Menu Item Price Policy described in Section 9(k).

(b)Marketing Fee. Franchisee must pay to Franchisor a non-refundable Marketing Fee for promotional and marketing materials provided by Franchisor to Franchisee.

(c)Brand Fund Contribution. If Franchisor notifies Franchisee that it has established a Brand Fund, Franchisee will pay to Franchisor a monthly Brand Fund Contribution as a contribution to the Brand Fund.

(d)Other Fees. Franchisee must pay such other fees or amounts described in this Agreement.

(e)Remittances. The Royalty Fee, Marketing Fee, Brand Fund Contribution, and any other periodic fees required by this Agreement will be due and payable each month based on the Gross Sales for the preceding month and must be paid so that they are received by Franchisor on or before the fifteenth (15th) day following the end of each month, provided that such day is a Business Day. If the date on which such payments would otherwise be due is not a Business Day, then payment will be due on the next Business Day.

(f)Reports. Franchisee must submit the Gross Sales daily via Franchisor’s Intranet system or through other electronic data interfaces that Franchisor may require from time to time. Franchisee must verify the accuracy of the Gross Sales figure by Wednesday at midnight (eastern time) of each week for the preceding week. Franchisee must submit to Franchisor all reports with respect to the preceding Reporting Period by the dates and in the form and content as Franchisor periodically prescribes. The reports Franchisor may require include, without limitation, the following information for the preceding Reporting Period:

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(1)Amount of Gross Sales and gross receipts of the Restaurant, amount of sales tax and the computation of the Royalty Fee, Marketing Fee, and Brand Fund Contribution;

(2)Quantities of Products purchased and the sources from which each Product was obtained;

(3)If requested by Franchisor, copies of Franchisee’s most recent sales tax return, monthly cash register sales summaries or details, and monthly balance sheets and statements of profits and losses, including a summary of Franchisee’s costs for utilities, labor, rent, and other material cost items; and

(4)If requested by Franchisor to verify Franchisee’s Gross Sales, all such books and records as Franchisor may require.

(g)Electronic Transfer of Funds. Upon execution of this Agreement and at any time thereafter as Franchisor may require, Franchisee must sign the electronic transfer of funds authorization attached to this Agreement as Exhibit C, and all other documents and instruments necessary to permit Franchisor to withdraw by electronic funds transfer from Franchisee’s designated bank account the Royalty Fee, Brand Fund Contribution, Marketing Fee and any other amounts owed to Franchisor or its Affiliates on the date or dates that such amounts are due. Franchisee must maintain a balance in such account sufficient to allow Franchisor and its Affiliates to collect the amounts owed when due. Franchisee is responsible for any penalties, fines, or other similar expenses associated with the transfer of funds described herein.

(h)Interest on Late Payments. Any payment not actually received by Franchisor on or before the date due shall be deemed overdue. Time is of the essence with respect to all payments to be made by Franchisee to Franchisor. Any and all amounts that Franchisee owes to Franchisor or any of its Affiliates will bear interest at the rate of percent ( %) per annum or the maximum contract rate of interest permitted by Applicable Law, whichever is less, from and after the date of accrual. Any failure to pay when due all or any fees or other amounts due to Franchisor or any of its Affiliates will constitute a material breach of this Agreement.

(i)Application of Payments. Franchisee will not be entitled to withhold payments due Franchisor under this Agreement on grounds of alleged nonperformance by Franchisor hereunder. Franchisor may, at its sole option, apply Franchisee’s payments or any portion thereof to any of Franchisee’s past due indebtedness to Franchisor or its Affiliates. Franchisor has the right to set off any amounts Franchisee owes to Franchisor or its Affiliates against any amounts Franchisor may owe to Franchisee.

5.TRAINING.

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(a)Initial Training Program. Franchisee represents it has employed a Vice President of Restaurant Operations, a Restaurant General Manager, and three Restaurant Managers who have satisfactorily completed Franchisor’s Initial Training as of the Effective Date. Any replacement or substitute Vice President of Restaurant Operations, Restaurant General Manager and Restaurant Managers must complete Initial Training to Franchisor’s satisfaction prior to serving in such positions. Franchisor reserves the right to charge a reasonable fee for any Initial Training provided to any replacement or successor Vice President of Restaurant Operations, Restaurant General Manager, Restaurant Managers or other Restaurant personnel Franchisor requires. Franchisee will be solely responsible for all costs and expenses incurred by Franchisee, its Vice President of Restaurant Operations, Restaurant General Manager, Restaurant Managers and any other personnel in connection with any Initial Training program, including, without limitation, costs of obtaining any required certifications, travel, lodging, meals, wages and other living expenses. Initial Training may be conducted at Franchisor’s offices, Franchisee’s Restaurant or at any LongHorn Steakhouse Restaurant, at Franchisor’s sole option.

(b)Re-Opening Assistance. If the Parties agree to conduct a Grand Re-Opening for the Restaurant after the Effective Date, Franchisor will provide a Re-Opening Crew to provide on-site training before or after the Restaurant’s Grand Re-Opening. Franchisor will determine the necessary number and experience level of Re-Opening Crew and the training days necessary to support the Grand Re-Opening for the Restaurant based on the experience and training of the existing personnel. The Re-Opening Crew will in no way be responsible for the operation of the Restaurant before or after the Restaurant’s Grand Re-Opening. Franchisee will reimburse Franchisor for all of its reasonable costs and expenses incurred in providing such Re-Opening Crew for the Restaurant, including salary and personnel costs, travel, lodging, meals and miscellaneous costs.

(c)Additional Training. Franchisee’s Vice President of Restaurant Operations, Restaurant General Manager, Restaurant Managers, and such other Restaurant personnel as Franchisor may designate must attend such additional training programs and seminars as Franchisor may offer from time to time, if Franchisor requires such attendance. Franchisee must pay Franchisor’s then-current training fee for any additional training designated by Franchisor or requested by Franchisee. Franchisee will be solely responsible for any and all costs and expenses incurred by Franchisee, its Vice President of Restaurant Operations, Restaurant General Manager, Restaurant Managers, and other Restaurant personnel in connection with such additional training, including, without limitation, costs of travel, lodging, meals and wages.

(d)Meetings and Conferences. Franchisor may from time to time hold periodic System-wide meetings at locations designed by Franchisor to address matters of general interest to the System, including, without limitation, Franchisor’s Annual Operations Conference. Franchisee’s personnel may attend such meetings and conferences, subject to Franchisee’s payment of a reasonable fee to Franchisor upon its request. Franchisee will be solely responsible for all

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costs and expenses incurred by Franchisee and its personnel in connection with attending such meetings and conferences, including, without limitation, costs of obtaining any required certifications, travel, lodging, meals, wages and other living expenses.

(e)On-Site Remedial Assistance. Upon the reasonable request of Franchisee or as Franchisor deems appropriate, Franchisor will, during the Term, subject to the availability of personnel, provide Franchisee with additional trained representatives who will provide on-site remedial training to Franchisee’s Restaurant personnel. Franchisee must pay Franchisor’s then-current compensation rate for the services of such trained representatives, plus their costs of travel, lodging, meals and any other reasonable out-of-pocket expenses incurred by Franchisor in providing the on-site remedial services.

6.RESTAURANT OPERATIONS.

(a)Standards. Franchisee understands the importance of maintaining uniformity among all of the LongHorn Steakhouse Restaurants and the importance of complying with all of Franchisor’s Standards relating to the operation of the Restaurant. Notwithstanding the foregoing, Franchisor may allow for a deviation from such Standards at its sole option.

(b)Maintenance. Franchisee must at all times maintain the Restaurant’s interior and exterior and the surrounding area in good condition and repair, and the highest degree of cleanliness, orderliness and sanitation. Franchisee is solely responsible for maintenance, repair and replacement where necessary to maintain normal operating conditions and for any liabilities arising therefrom in accordance with this Agreement. Franchisee must comply with the requirements regarding upkeep, maintaining and replacing Operating Assets and other tangible property in accordance with the Standards established by Franchisor. Franchisee may not engage in any co-branding in or in connection with the Restaurant unless Franchisor has previously approved such co-branding in writing.

(c)Improvements. Franchisee must, upon the request of Franchisor, make other improvements to the Restaurant premises, equipment (including computer hardware and software and related documentation), signs, interior and exterior decor items, fixtures, furnishings, supplies, and other products and materials required for the operation of the Restaurant, in accordance with Franchisor’s then-current Standards.

(d)Suppliers. If Franchisee seeks approval of any new supplier, new Operating Assets or Products, Franchisee will provide Notice to Franchisor and such information required by Franchisor about any proposed new supplier, new Operating Assets or Products (including samples of the proposed Operating Assets or Products for examination by Franchisor) to enable Franchisor to approve or reject such supplier or items. Franchisor will have the right to require that its authorized representatives be permitted to inspect the proposed supplier’s facilities at Franchisee’s sole cost

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and expense. Franchisor will undertake reasonable efforts to respond to such Notice and information within thirty (30) days from the date of its receipt of all of the information Franchisor requested and completion of any facility inspection. Franchisor may terminate or withhold its approval of any supplier, new Operating Assets, or new Products that do not satisfy its Standards. Franchisee will not purchase from any unapproved supplier or use unapproved Operating Assets or Products in the Restaurant.

(e)Operating Assets. Franchisor makes no warranties, express or implied, with respect to Operating Assets, including any statements made by Franchisor’s employees or agents, or statements contained in the Manuals, printed materials or general advertising materials. Franchisor makes no warranty of merchantability of Operating Assets or of the fitness of these items for any particular purpose. Any model or sample shown to Franchisee is provided solely to illustrate the general type, nature and quality of Operating Assets and not to represent or warrant that Operating Assets would conform to such model or sample. Franchisor is not liable for any Losses and Expenses, including, without limitation, any Consequential Damages, which may arise directly or indirectly in connection with the sale or use of the Operating Assets.

7.COMPUTER SYSTEM AND POS SYSTEM.

(a)Computer System. Franchisee will purchase, use, and maintain the computer system at the Restaurant prescribed by Franchisor. Franchisor may periodically modify Standards for the computer system, and, if so, Franchisee will acquire, at its cost, such modified computer system and the computer hardware and software comprising the computer system within sixty (60) days from the date of Notice from Franchisor. Franchisor may, at its sole option, charge Franchisee for any computer usage costs that Franchisor incurs as a result of Franchisee’s use of the computer system, including but not limited to a systems fee for modifications of and enhancements made to Proprietary Software that Franchisor licenses to Franchisee and other maintenance and support services that Franchisor or its Affiliates furnish to Franchisee related to the computer system. Franchisee will have sole and complete responsibility for the acquisition, operation, maintenance, and upgrading of the computer system.

(b)POS System. Franchisee will purchase, use and maintain the POS System that Franchisor requires or otherwise approves in writing for the operation of the Restaurant. The POS System must be connected to a communications medium specified by Franchisor at all times and be capable of accessing the Internet via a designated third-party network for the purpose of implementing software, transmitting and receiving data, accessing the Internet for ordering, and maintaining the POS System. Upon Notice from Franchisor, at Franchisee’s cost and expense, the POS System will be electronically linked to Franchisor’s (or its Affiliate’s) Intranet. Franchisee will provide Franchisor access to any POS System information, at such times and in such manner as established by Franchisor, with or without notice, to retrieve such transaction information, including

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customer, sales, sales mix, usage, and other operations data as Franchisor deems appropriate. Franchisee will apply for and maintain debit cards, credit cards or other non-cash systems existing or developed in the future as specified by Franchisor. Franchisor may require Franchisee to periodically update, upgrade or replace the POS System, including hardware and/or software, provided that Franchisee shall not be required to replace the POS System any more frequently than once every five (5) years.

(c)Proprietary Software. If Franchisor designates Proprietary Software, Franchisee will, at Franchisor’s written request, license or sublicense such software from Franchisor or its designee and enter into a software (sub)license agreement on Franchisor’s or such designee’s then-current form. Franchisee will purchase any periodic upgrades, enhancements or replacements to the Proprietary Software at Franchisee’s sole cost and expense. Franchisor will provide to Franchisee support services relating to the Proprietary Software as Franchisor deems advisable at a reasonable charge. Franchisee must incorporate any or all required modifications or additions within thirty (30) days after receiving Notice from Franchisor, unless a longer time period is stated in such Notice.

(d)Intranet. Franchisor may, at its option, establish and maintain an Intranet through which Franchisor and Franchisee may communicate with each other. Franchisor will have control over all aspects of the Intranet, including the content and functionality thereof. At Franchisor's option, Franchisor may post, update and disseminate the Manuals and other Confidential Information through the Intranet. Any passwords or other digital identifications necessary to access the Manuals on the Intranet will be deemed to be part of Confidential Information. If established, Franchisee will have the mere privilege to use the Intranet, subject to Franchisee’s strict compliance with Franchisor’s Standards. Franchisee acknowledges that, as administrator of the Intranet, Franchisor can access and view any communication that any Person posts on the Intranet. Franchisee further acknowledges that the Intranet facility and all communications that are posted or to be posted to it will become Franchisor’s sole property, free of any claims of privacy or privilege that Franchisee or any other Person may assert. If established, Franchisor will have no obligation to maintain the Intranet indefinitely, and may dismantle it at any time without liability to Franchisee.

(e)Systems Access. Franchisee may be provided access to all types of computer or electronic systems (or any substitute therefor), including, but not limited to, any third-party computer or electronic systems to which Franchisee may be given access. Franchisee will be responsible for all of Franchisee’s actions relating to such system, including use of any logon IDs, passwords or other authentication methods provided to Franchisee. All Franchisee connectivity or attempted connectivity to Franchisor’s computing systems will be only through Franchisor’s security gateways or Franchisor’s firewalls. Franchisee will not access, and will not permit unauthorized persons or entities within its control to access, Franchisor’s computing systems without Franchisor’s express written authorization, and any such actual or attempted access will be consistent with any such

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authorization. Franchisee will comply with Franchisor’s systems access requirements and related Standards exclusively for the performance pursuant to this Agreement.

8.COUPONS, GIFT CARDS, AND LOYALTY PROGRAMS.

Franchisee must, at Franchisee’s expense, participate in, and comply with the requirements of, any gift certificate, gift card, stored value card, customer loyalty, or retention program that Franchisor implements for all or part of the System and must sign the forms and take any other action that Franchisor requires in order for Franchisee to participate in such programs. Without limitation, Franchisee must honor coupons, stored value cards, gift certificates, gift cards, or vouchers sold or distributed by other LongHorn Steakhouse locations and include the related proceeds in Gross Sales strictly in accordance with the Standards. Franchisee will not issue or offer any gift certificate, gift card, stored value card, customer loyalty or retention program without Franchisor’s prior written approval. Franchisee will utilize a Franchisor-approved vendor for gift card processing. Any coupon offer proposed by Franchisee must be approved by Franchisor pursuant to Section 9(l) prior to being extended.

9.MARKETING.

(a)Marketing Fee. Franchisee will pay Franchisor a Marketing Fee for any marketing, advertising and promotional assistance that Franchisor provides to Franchisee in the Designated Area to facilitate the promotion and brand positioning of the Marks and System in the Designated Area as set forth in Section 4(b). Such assistance may include, without limitation, menu design and development, administration of guest satisfaction surveys, and fielding calls by the LongHorn guest relations team. Franchisor may, at its sole option, increase the Marketing Fee subject to the limitations in Section 9(c).

(b)Brand Fund. Recognizing the value of advertising and marketing to the goodwill and public image of LongHorn Steakhouse Restaurants, Franchisor may establish and administer a Brand Fund for the creation and development of marketing, advertising, and related programs and materials, including electronic, print, and Internet media, as well as the planning and purchasing of national, regional, and/or local advertising. Franchisee must contribute the Brand Fund Contribution to the Brand Fund as set forth in Section 4(c) of this Agreement. Franchisor will direct all advertising and marketing programs, including but not limited to research methods, branding, creative concepts and materials, sponsorships, and endorsements used in connection therewith; selection of geographic and media markets; and media placement and the allocation thereof. Franchisor may use the Brand Fund to pay the costs of research, creation and production of video, audio, electronic, and written advertising and marketing programs; administration of regional, multiregional, and national advertising and marketing programs, product and customer research and surveys, and testing and related development activities; promotional events; purchasing and participating in online, social

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media, radio, television, and billboard advertising and programming; employing marketing, social media, advertising and promotional agencies to assist therewith; conducting community relations activities; and supporting public relations, maintenance of the System websites, and online presence; and such other advertising, marketing, and promotional activities as Franchisor determines are appropriate for the LongHorn Steakhouse Restaurants and the Marks and System under which they operate. For the avoidance of doubt, Franchisee will ultimately be responsible for the costs associated with the placement of any such marketing and media; that is, Franchisee will either reimburse Franchisor for media and marketing placement or directly pay a third-party advertiser for placement of the media or marketing materials. The Brand Fund will furnish Franchisee with samples of advertising, marketing formats, promotional formats, and other materials at no additional cost when Franchisor deems appropriate. Multiple copies of such materials will be furnished to Franchisee at Franchisee’s cost plus any related shipping, handling, and storage charges. Franchisor may, at its sole option, increase the Brand Fund Contribution subject to the limitations in Section 9(c).

(c)Accounting. The Brand Fund will be accounted for separately from Franchisor’s other funds and will not be used to defray any of Franchisor’s general operating expenses, except for such reasonable salaries, administrative costs, travel expenses, and overhead as Franchisor may incur in activities related to the administration of the Brand Fund and its programs, including as described in Section 9(b) and with respect to collecting and accounting for contributions to the Brand Fund. The Brand Fund is operated solely as a conduit for collecting and expending the Brand Fund Contributions described in Section 4(c). Franchisor has no fiduciary duty to Franchisee or its Affiliates, Owners or any other franchisees with regard to the operation or administration of the Brand Fund. Franchisor may spend, on behalf of the Brand Fund, in any fiscal year, an amount that is greater or less than the aggregate contribution of all LongHorn Steakhouse Restaurants to the Brand Fund in that year, and the Brand Fund may borrow from Franchisor or others to cover deficits or may invest any surplus for future use. All interest earned on monies contributed to the Brand Fund will be used to pay advertising costs before other assets of the Brand Fund are expended. Franchisor will prepare an unaudited annual statement of monies collected and costs incurred by the Brand Fund and furnish the statement to Franchisee, upon its written request. Franchisor will have the right to cause the Brand Fund to be incorporated or operated through a separate entity at such time as Franchisor deems appropriate, and such successor entity will have all of the rights and duties specified herein.

(d)Proportionality. Franchisee acknowledges that the Brand Fund is intended to maximize recognition of the Marks and patronage of LongHorn Steakhouse Restaurants. Although the Franchisor will endeavor to utilize the Brand Fund to develop advertising and marketing materials and programs and to place advertising that will benefit the System, Franchisor undertakes no obligation to ensure that expenditures by the Brand Fund in or effecting any geographic area are proportionate or equivalent to the contributions to the Brand Fund by LongHorn Steakhouse

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Restaurants operating in that geographic area. Nor is Franchisor under any obligation to ensure that any LongHorn Steakhouse Restaurant will benefit directly or in proportion to its Brand Fund Contribution paid to the Brand Fund from the development of advertising and marketing materials or the placement of advertising, or that all LongHorn Steakhouse Restaurants will pay the same Brand Fund Contribution. Except as expressly provided in this Section 9, Franchisor assumes no direct or indirect liability or obligation to Franchisee with respect to collecting amounts due to, or maintaining, directing or administering the Brand Fund. Franchisor does not act as trustee or in any fiduciary capacity with respect to the Brand Fund.

(e)Deferrals or Reductions. Franchisor reserves the right to defer or reduce Brand Fund Contributions of any LongHorn Steakhouse Restaurant, upon thirty (30) days’ prior Notice, to reduce or suspend Franchisee’s payment of contributions to the Brand Fund, suspend operation of the Brand Fund for one or more time periods of any length, and to terminate (and if terminated, to reinstate) the Brand Fund. If the Brand Fund is terminated, all unspent monies on the date of termination accrued will be distributed to LongHorn Steakhouse franchisees in proportion to their respective contributions to the Brand Fund accrued during the preceding three (3) month period, and such amounts will be added to amounts required to be expended pursuant to Section 4.

(f)Local Marketing Expenditures. In addition to the contributions that Franchisee pays to the Brand Fund, if applicable, Franchisee must spend for local advertising and promoting the Restaurant such amounts as Franchisor establishes from time to time, which when combined with the amount Franchisee has paid in Marketing Fees and Brand Fund Contributions for the applicable fiscal quarters (if any), will not be less than percent ( %) and will not exceed percent ( %) of Gross Sales (allocated by Franchisor, at its sole option, among the Marketing Fee, Brand Fund, and for Local Marketing Expenditures), during any period consisting of four (4) consecutive fiscal quarters. These are designated as Local Marketing Expenditures. At Franchisor’s request, Franchisee will furnish Franchisor with copies of invoices and other documentation reasonably satisfactory to Franchisor evidencing compliance with this Section 9. If Franchisor determines that Franchisee’s Location Marketing Expenditures, combined with the Marketing Fees and Brand Fund Contributions, total less than the then-current percentage of Gross Sales required by Franchisor during the then-most recently completed four consecutive fiscal quarters, Franchisor may notify Franchisee of any additional amounts that Franchisee must spend (up to the then-current percentage of Gross Sales required by Franchisor) on local marketing, and if Franchisee has not spent such additional amounts (in addition to any ongoing marketing requirements) by the end of the fiscal quarter in which Franchisee receives such Notice, then Franchisor may collect those unspent amounts directly from Franchisee’s account pursuant to Section 4(g) and contribute them to the Brand Fund or use them for other marketing and promotional purposes normally attributable to the use of the Marketing Fees, without any liability or obligation to use such funds for Franchisee’s local advertising. Franchisor will provide Franchisee with not less than thirty (30) days’ Notice of any determination which changes the amount of the Local Marketing Expenditures Franchisee must

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spend. Franchisee will utilize throughout the Term an advertising/marketing agency acceptable to Franchisor. Franchisor may withdraw its approval at any time if such agency fails to follow Franchisor’s Standards or other guidelines for advertising as described in the Manual. The Local Marketing Expenditures will be used to pay for the cost of implementing local marketing plans developed by Franchisor and adapted and implemented by Franchisee with Franchisor’s approval. For these purposes, advertising expenditures include amounts spent by Franchisee for advertising media and community relations, such as television, radio, Internet, newspaper, billboards, posters, direct mail, collateral and promotional items, advertising on public vehicles (transit and aerial) and the cost of producing approved materials necessary to participate in these media. Local Marketing Expenditures do not include amounts spent for items which Franchisor, in its sole judgment, deems inappropriate for meeting the minimum requirement for Local Marketing Expenditures, including permanent on-premises signs, point of purchase materials and store hours, complimentary charges, donations, lighting, menus, personnel salaries or administrative costs, transportation vehicles (even though such vehicles may display the Marks), discounts, free offers and personnel or crew member incentive programs.

(g)Special Promotions. Franchisee will participate in all customer surveys and satisfaction audits as Franchisor may require from time to time, which may require Franchisee to provide discounted or complimentary Products. Additionally, Franchisee will participate in any customer complaint resolution and other programs as Franchisor may reasonably establish for all or part of the System, which programs may include, without limitation, providing discounts or refunds to customers. For any such sales, the amount actually paid by the guest after the discount, rather than the original amount, will be considered for purposes of Gross Sales.

(h)Grand Re-Opening. Franchisee may, with Franchisor’s advice and subject to its prior written consent, plan, advertise and promote the Grand Re-Opening. At least thirty (30) days before the date of the Grand Re-Opening, the advertising plans and budget for the Grand Re-Opening must be submitted to and approved in writing by Franchisor.

(i)Press Releases. No public communication, press release or announcement regarding this Agreement, the transactions contemplated hereby, the operation of the Restaurant, or any Crisis Management Event will be made by Franchisee without Notice to Franchisor and Franchisor’s prior approval of such communication, press release or announcement. Franchisee will not disclose the substance of this Agreement to any third party except as necessary to obtain a lease or renewal or obtain any permit, license or other approvals, or to the extent required by the lawful order of any court of competent jurisdiction having jurisdiction over Franchisee, provided that Franchisee will give Franchisor prior Notice of such potential disclosure and provide Franchisor a reasonable opportunity to challenge and prevent the disclosure of such information.

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(j)Positioning. Franchisee must adhere to Franchisor’s Standards and other guidance on brand positioning with respect to pricing, product offerings and other key brand presentation attributes.

(k)Maximum Menu Item Price Policy.  Franchisee will charge menu item prices no higher than those specified from time to time by Franchisor in its menus, Manuals or otherwise in writing.  Franchisee’s failure materially to comply with this policy will authorize Franchisor to increase the Royalty Fee set forth in Section 4 and as described in the Summary Pages in an amount to be determined by Franchisor at its sole option.

(l)Truthful Advertising, Marketing, and Promotion. Any advertising, promotion, and marketing Franchisee conducts must be factually accurate and not misleading and conform to the highest standards of ethical marketing and the promotion of policies which Franchisor prescribes from time to time, including, but limited to, the Standards. Samples of all advertising, promotional, and marketing materials which Franchisor has not prepared or previously approved in writing within the prior twelve (12) months must be submitted to Franchisor for approval (except as to prices charged) before Franchisee may use them. Franchisee may not use any advertising or promotional materials that Franchisor has not approved in writing or disapproved. Franchisor will own the copyrights to any materials so submitted, whether approved by Franchisor or not. In all cases, Franchisor has control over any profiles that use or relate to the Marks, that display the Marks, or that are maintained on social media outlets, including without limitation Facebook, Instagram, Twitter, Pinterest, Foursquare, and all other similar outlets that may exist in the future. Franchisor may use part of the Brand Fund monies collected under this Agreement to pay or reimburse the costs associated with the development, maintenance, and update of such profiles. Franchisor may (but need not) establish guidelines pursuant to which Franchisee may establish profiles or otherwise establish a presence on such social media outlets. In such event, Franchisee must comply with the Standards imposed from time to time on such use. Franchisee agrees to sign over control of any social media accounts or profiles, with fan bases intact, and provide access to reports and history of promotion performance, upon Franchisor’s request.

10.OPERATIONAL STANDARDS.

(a)Manuals. Franchisee will comply with Franchisor’s Standards as set forth in the Manuals and as may from time to time otherwise be prescribed in writing. Franchisor has provided to Franchisee one copy of each of its Manuals “on loan” for the Term. Franchisor may make the Manuals and related Standards available to Franchisee via the Intranet. Franchisor may periodically update and amend the Manuals and will notify Franchisee in writing of any such updates or amendments, which will thereupon become a part of the Manuals. Franchisee must comply with all written updates and amendments to the Manuals. In the event of a dispute relating to the contents of the Manuals, the master copy that Franchisor maintains at its principal office or on the Intranet,

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as designated by Franchisor, will prevail. If Franchisee’s hard copy of the Manuals is lost, destroyed or significantly damaged, Franchisee will obtain a replacement copy at the then-applicable charge to reimburse cost of replacement. Franchisee will use the digital version of the Manuals in their current form available to Franchisee on the Intranet as instructed. Franchisee will treat the Manuals as confidential and maintain the information in the Manuals as Confidential Information. Franchisee will return all hard copies of the Manuals to Franchisor immediately on expiration or earlier termination of this Agreement.

(b)Compliance with Applicable Law; Operating Permits. Franchisee will develop and at all times operate the Restaurant in full compliance with Applicable Law, including but not limited to all restaurant, food, and beverage services conducted at or from the Restaurant. Franchisee must notify Franchisor in writing immediately upon the commencement of any legal action, suit, or proceeding, any administrative action, or the issuance of an order of any court, agency, or other governmental instrumentality, which may adversely affect the development, occupancy, or operation of the Restaurant or Franchisee’s financial condition; or the delivery of any notice of violation or alleged violation of any Applicable Law, including those relating to health or sanitation at the Restaurant. All of Franchisee’s advertising and promotion must be factually accurate and must conform to the highest standards of ethical advertising. Franchisee will refrain from any business or advertising practice which may be injurious to Franchisor’s business, to the business of other LongHorn Steakhouse Restaurants, or to the goodwill associated with the Marks. Franchisee will be solely responsible for procuring and continuously maintaining thereafter all approvals, permits, and/or licenses required for the development and operation of the Restaurant.

(c)Hours of Operation. Franchisee will operate the Restaurant during the hours and on the days prescribed by Franchisor in the Manuals or otherwise approved in advance in writing by Franchisor.

(d)Trade Accounts. With respect to any supplier, Franchisee will maintain its trade accounts in a current status and will seek to resolve any disputes with such suppliers promptly. If Franchisee fails to maintain such trade accounts on a current status, to timely pay any amounts owing to any other third parties providing services, Franchisor may, but is not required to, pay any such amounts and/or perform such obligations on Franchisee’s behalf. If Franchisor elects to pay any such amounts, then Franchisee must promptly reimburse Franchisor, upon receipt of Franchisor’s invoice, for such amounts and its administrative services in doing so. Franchisor may also set off the amount of any such reimbursement against any payments due to Franchisee at its sole option.

(e)Proprietary Products. Franchisor may develop or acquire for use in the System certain Products which are prepared from highly confidential secret recipes and which are trade secrets of Franchisor and/or its Affiliates. Because of the importance of quality and uniformity of

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production and the significance of such Products in the System, it is to the mutual benefit of the Parties that Franchisor closely control the production and distribution of such Products. Accordingly, if such Products become a part of the System, Franchisee will use only Franchisor’s secret recipe Products and will purchase, at the prevailing price plus freight, taxes, and other costs of delivery, solely from Franchisor or a from a source designated by Franchisor, all of Franchisee’s requirements for such Products, including without limitation, all Proprietary Products.

(f)Uniforms and Employee Appearance. Franchisee will cause all employees, while working in the Restaurant, to wear uniforms as Franchisor may periodically designate, and to present a neat and clean appearance in accordance with the Standards. If Franchisor changes the type of uniform utilized by Franchisee, Franchisee will have ninety (90) days from the date of its receipt of Franchisor’s Notice to discontinue use of its existing inventory of uniforms and implement the approved type of uniform.

(g)Approved Products; Menus. Franchisee must comply with all of Franchisor’s Standards relating to the purchase of all food and beverage items, ingredients, Products, fixtures, furnishings, equipment (including computer hardware, software and related documentation), decor items, signs, catering or delivery vehicles, materials, supplies, small wares paper goods, and other Products used or offered for sale at the Restaurant. Franchisee must acquire such items from suppliers (including manufacturers, distributors and other sources) who continue to demonstrate the ability to meet Franchisor’s then-current Standards for these and other items used or offered for sale at LongHorn Steakhouse Restaurants; who possess adequate quality controls and capacity to supply Franchisee’s needs promptly and reliably; who have been approved in writing by Franchisor prior to any purchases by Franchisee from any such supplier; and who have not thereafter been disapproved by Franchisor. Franchisee must maintain in sufficient supply and use and sell at all times only such food and beverage items, ingredients, Products, materials, supplies, small wares, and paper goods that conform to Franchisor’s Standards. Franchisee must prepare all menu items in accordance with Franchisor’s recipes and procedures for preparation contained in the Manuals or other written directives, including, but not limited to, the prescribed measurements of ingredients. Franchisee will refrain from deviating from Franchisor’s Standards, including without limitation by the use or offer of non-conforming items or differing amounts of any items, without Franchisor’s prior written consent. Franchisee must sell or offer for sale all menu items, Products and services required by Franchisor and utilizing the method, manner and style prescribed by Franchisor, as expressly authorized by Franchisor in writing. Franchisee must sell and offer for sale only the menu items, Products, and services that have been expressly approved for sale in writing by Franchisor. Franchisee must immediately discontinue selling and offering for sale any menu items, Products, or services and any method, manner, or style of distribution which Franchisor may, at its sole option, disapprove in writing at any time. Franchisee will only use and display menus that have been prescribed or approved in advance in writing by Franchisor. Any and all recipes or menu changes submitted by Franchisee to Franchisor for inclusion on the menu will become the property of

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Franchisor, and Franchisee will execute all documents necessary to convey all rights and title, including all rights in such recipes, to Franchisor. Unless Franchisor consents, Franchisee will not sell, dispense, give away, or otherwise provide food or beverage Products or other items, except by means of retail sales or complimentary meals to employees and/or customers at the Restaurant, a program of charitable giving, or as otherwise approved in advance in writing by Franchisor.

(h)System Changes. Franchisee must, at its sole cost and expense, promptly comply with any changes made to System by Franchisor, including, but not limited to, changes in preparation, operations, and appearance of the Restaurant (including any remodeling and renovation to the interior or exterior of the Restaurant) or purchases of Operating Assets as are required by Franchisor in writing. Franchisee may be required to attend meetings, at its own cost and expense, to discuss any System changes. If Franchisor requests that changes be made to the Restaurant, Franchisor will provide Franchisee with a sample layout for the interior and exterior changes to be made and a set of typical preliminary plans. Franchisee will, at its sole cost and expense, employ architects, designers, engineers, contractors and others as may be necessary to complete, adapt, modify or substitute the sample plans for the Restaurant. Franchisee must obtain Franchisor’s prior written approval of any and all changes in the plans before commencing construction or implementing such changes. Franchisor will have access to the Restaurant while work is in progress and may require such reasonable alterations or modifications of the construction at the Restaurant, at Franchisee’s sole cost and expense, as Franchisor deems necessary to conform to its Standards.

(i)Alcoholic Beverages. Franchisee will provide alcoholic beverage services at the Restaurant continuously throughout the Term. Franchisee will be solely responsible for compliance with Applicable Law, and will procure and continuously maintain any approval, permit, and/or license that is required in connection with the sale of alcoholic beverages at the Restaurant.

(j)Off-Site Sales. If Franchisee wishes to implement a delivery program, a take-out program or a catering program, Franchisee will prepare a program plan to be submitted to Franchisor for its approval in accordance with any requirements periodically specified in the Manuals. Franchisee will not deliver, prepare, or serve any food or beverage Products away from the Restaurant unless Franchisor has approved the program plan in writing.

11.REPRESENTATIONS, WARRANTIES, AND COVENANTS.

(a)Franchisee warrants that it is duly organized or formed and validly existing in good standing under the laws of the jurisdiction of its incorporation or formation; it has the necessary consents, approvals, licenses and/or permits to carry out the business activities contemplated by this Agreement; it will furnish such other information about its organization or formation as Franchisor may reasonably request to confirm the same; and the execution and delivery of this Agreement has been duly authorized by it.

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(b)If Franchisee is not publicly traded (i.e., less than twenty percent (20%) of its equity shares that are entitled to participate in the election of its Board of Directors are traded on a national exchange in the United States), it will disclose to Franchisor all Equity Interests in excess of five percent (5%) of all Equity Interests in Franchisee and will disclose to Franchisor all beneficial owners, directors, officers, employees or agents of Franchisee who are government officials. Franchisee will provide Franchisor with such financial information as Franchisor may periodically request for Franchisee and the Owner of Franchisee, including copies of unaudited financial statements to be delivered to Franchisor on a quarterly basis, within twenty (20) days after the end of each calendar quarter, and copies of audited financial statements, to be delivered to Franchisor on an annual basis, no later than sixty (60) days after the end of each calendar year.

(c)If Franchisee is not publicly traded, Franchisee’s Owner will execute and deliver to Franchisor a Guaranty and Assumption of Obligations in the form attached hereto as Exhibit A.

12.MANAGEMENT AND PERSONNEL.

At all times throughout the Term, Franchisee will hire, train and supervise personnel sufficient to meet its obligations under this Agreement in accordance with the Standards as set forth in the Manuals or otherwise in writing by Franchisor. Franchisee will maintain a competent, conscientious, trained staff and take such steps as are necessary to ensure that its employees preserve good customer relations and meet every requirement imposed by Applicable Law.

(a)Restaurant General Manager. Concurrently with the execution of this Agreement, Franchisee must designate and retain at all times a Restaurant General Manager who meets Franchisor’s educational, experience, financial and other reasonable criteria for such position, as set forth in the Manuals or otherwise in writing by Franchisor. The Restaurant General Manager must have previously attended and completed to Franchisor’s satisfaction, or must attend and complete prior to working in the Restaurant, Initial Training to Franchisor’s satisfaction as described in Section 5. The Restaurant General Manager will report to the Vice President of Restaurant Operations. If, during the Term of this Agreement, the Restaurant General Manager is not able to continue to serve in such capacity or no longer qualifies to act as such in accordance with this Section 12(a), Franchisee must promptly notify Franchisor in writing and designate a replacement within thirty (30) days after the Restaurant General Manager ceases to serve, such replacement being subject to the same qualifications listed above. Franchisee must provide for interim management of the Restaurant until such replacement is so designated, such interim supervision to be conducted in accordance with the terms of this Agreement. Any failure to comply with the requirements of this Section 12(a) will be deemed a material Event of Default under this Agreement.

(b)Restaurant Manager. Concurrently with the execution of this Agreement, Franchisee must designate and retain at all times a sufficient number of Restaurant Managers who

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satisfy Franchisor’s educational, experience, financial and other reasonable criteria for such position, as set forth in the Manuals or otherwise in writing by Franchisor. At least one (1) Restaurant Manager must be present at the Restaurant during all hours of operation to ensure that the Restaurant is at all times under the direct supervision of Restaurant Managers, who will report to the Restaurant General Manager.

(c)Vice President of Restaurant Operations. Concurrently with the execution of this Agreement, Franchisee must designate and retain at all times a Vice President of Restaurant Operations who will meet Franchisor’s educational, experience, financial and other reasonable criteria for such position, as set forth in the Manuals or otherwise in writing by Franchisor. The Vice President of Restaurant Operations must have previously attended and completed to Franchisor’s satisfaction, or must attend and complete prior to working in the Restaurant, Initial Training to Franchisor’s satisfaction, as described in Section 5. The Vice President of Restaurant Operations will supervise the Restaurant General Managers and other senior managers and the operations of each LongHorn Steakhouse Restaurant that Franchisee owns. The Vice President of Restaurant Operations may not be involved in or supervise any other business or restaurant concept outside of LongHorn Steakhouse Restaurants. If, during the Term of this Agreement, the Vice President of Restaurant Operations is not able to continue to serve in such capacity or no longer qualifies to act as such in accordance with this Section 12(c), Franchisee must promptly notify Franchisor in writing and designate a replacement within thirty (30) days after the Vice President of Restaurant Operations ceases to serve, such replacement being subject to the same qualifications listed above. Franchisee must provide for interim management of all Restaurants owned by Franchisee that the Vice President of Restaurant Operations supervised until such replacement is so designated, such interim supervision to be conducted in accordance with the terms of this Agreement. Any failure to comply with the requirements of this Section 12(c) will be deemed a material Event of Default under this Agreement.

(d)Other Personnel. Franchisee will be solely responsible for all employment and personnel decisions involving other personnel, including but not limited to the hiring, firing, discipline, supervision, direction, scheduling, and compensation of such additional managers and support personnel for the Restaurant. Franchisee will ensure that each such employee receives the Initial Training and any additional training that Franchisor requires. Franchisor will not be involved in, or responsible for, employment and personnel matters and decisions made by Franchisee.

13.RECORDS, AUDITS, AND INSPECTIONS.

(a)Accounting and Records. Franchisee will obtain and be solely responsible for its own accounting services and any required hardware or software related thereto. Franchisee will at all times maintain accurate and complete records as specified in the Manuals, including, without limitation, sales, inventory and expense information, in order to generate the reports requested by

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Franchisor. To the extent that Franchisor may provide support for accounting software used by Franchisee, such support will only be provided with respect to the accounting software then used by Franchisor in the operation of its own Restaurants.

(b)Inspections and Audits. Franchisor and its designated agents or representatives will have the right at any time, provided Franchisor will use reasonable efforts to avoid any disruption of or interference with the operation of the Restaurant during normal business hours, to:

(1)obtain samples of any Products for testing and analysis;

(2)enter the premises, observe, photograph and videotape the operations of the Restaurant for such consecutive or intermittent periods as Franchisor deems necessary and otherwise inspect the Restaurant;

(3)interview personnel and customers of the Restaurant; and

(4)inspect, examine, audit, and copy any books and records relating to Franchisee’s operation of the Restaurant. Franchisee will fully cooperate with Franchisor in connection with any such activities; present to its customers such evaluation forms that Franchisor periodically prescribes; and participate and/or request its customers to participate in any surveys performed by Franchisor or on its behalf. Franchisor will notify Franchisee in writing of any unsatisfactory conditions discovered, and Franchisee will correct any such deficiencies and repair any conditions immediately. Any audit, examination, or inspection will be at Franchisor’s cost and expense unless Franchisor is conducting the audit, examination, or inspection due to Franchisee’s failure to submit Reports, or unless the Reports submitted by Franchisee for the Reporting Period show an understatement of Gross Sales by percent ( %) or more and/or a corresponding underpayment of Royalty Fees, in which cases all reasonable and necessary costs and expenses related to such examination will be paid by Franchisee (including, without limitation, reasonable accounting and attorneys’ fees). Franchisee will immediately pay Franchisor upon demand any deficiency in any fees plus interest as specified in Section 4. These remedies will be in addition to any other remedies Franchisor may have at law or in equity.

(c)Financial Reports. Within twenty (20) days after the end of each calendar quarter, Franchisee will deliver to Franchisor a profit and loss statement with respect to the operation of the Restaurant during the immediately preceding calendar quarter. Within sixty (60) days after the end of each fiscal year, Franchisee will deliver to Franchisor an annual profit and loss and source and use of funds statements and a balance sheet as of the end of such fiscal year. Franchisee will also deliver to Franchisor any other financial data or reports that Franchisor may reasonably periodically request, in the form, manner, and frequency requested. Each report will be signed or otherwise verified by Franchisee. Franchisor may require Franchisee to report in a manner reasonably directed by Franchisor.

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14.INSURANCE.

(a)Insurance Coverage. Franchisee must obtain and maintain in effect for the Restaurant comprehensive and general liability insurance, including personal and advertising injury coverage, products liability insurance, and coverages for fire legal liability and medical expenses; All Risk property insurance, including fire and extended coverage, vandalism, and malicious mischief insurance for the replacement value of the Franchisee Restaurant premises and its contents; crime insurance, including employee dishonesty and loss of money and securities (both inside and outside the premises); and such other insurance policies, such as business interruption insurance, automobile, employers’ liability and unemployment insurance and workers’ compensation insurance or substantial equivalent coverages. All insurance policies must be issued by a responsible carrier or carriers rated “A” or better by the A.M. Best Company, Inc., and otherwise approved by Franchisor; contain such types and minimum amounts of coverage, exclusions and maximum deductibles as Franchisor prescribes from time to time; name Franchisor and Franchisor’s Affiliates as additional insureds (which may be fulfilled by including Franchisor and its Affiliates on Franchisee’s policy schedule so long as the coverage that Franchisor and its Affiliates receive is equivalent to the coverage that Franchisor and its Affiliates would receive as additional insureds); include a waiver of subrogation provision or endorsement in favor of Franchisor and Franchisor’s Affiliates on the workers’ compensation (or substantial equivalent, approved by Franchisor), general liability and automobile policies; provide for thirty (30) days prior written Notice to Franchisor of any material modification, cancellation, or expiration of such policy; and include such other provisions as Franchisor may require from time to time. At Franchisor’s request, Franchisee must furnish Franchisor with such evidence of insurance coverage, including all schedules thereto that evidence coverage of Franchisor and Franchisor’s Affiliates. If Franchisee fails or refuses to maintain any required insurance coverage, or to furnish satisfactory evidence thereof, Franchisor, at Franchisor’s option and in addition to Franchisor’s other rights and remedies hereunder, may obtain such insurance coverage on Franchisee’s behalf. If Franchisor does so, Franchisee must fully cooperate with Franchisor in Franchisor’s effort to obtain such insurance policies and pay Franchisor any costs and premiums that Franchisor incurs. Franchisee’s obligation to maintain insurance coverage is not diminished in any manner by reason of any separate insurance Franchisor may choose to maintain, nor does it relieve Franchisee of Franchisee’s obligations under this Section 14.

15.PROTECTION OF MARKS AND RELATED PROPRIETARY RIGHTS.

(a)Goodwill in Marks. Franchisee’s right to use Marks is derived solely from this Agreement and limited to its operation of the Restaurant pursuant to and in compliance with this Agreement and the Standards Franchisor periodically prescribes during the Term. Franchisee’s use of Marks and any goodwill established by such use will be exclusively for Franchisor’s benefit and

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this Agreement does not confer any goodwill or other interests in Marks upon Franchisee other than the right to operate the Restaurant in compliance with this Agreement.

(b)Limitations on Franchisee’s Use of Marks. Franchisee will use Marks as the sole identification of the Restaurant, except that Franchisee must identify itself as the independent owner thereof in the manner Franchisor prescribes. Franchisee may not use any Mark as part of any Entity name or with any prefix, suffix, or other modifying words, terms, designs, or symbols (other than logos licensed to Franchisee hereunder), or in any modified form, nor may Franchisee use any Mark in connection with the performance of any unauthorized services or sale of any unauthorized products; as part of any domain name, electronic address, metatag, or otherwise on the Internet or in connection with any website (unless expressly authorized in writing by Franchisor); or in any other manner that Franchisor has not expressly authorized in writing. Franchisee will display Marks in the manner Franchisor prescribes at the Restaurant, on supplies or materials Franchisor designates, and in connection with forms and advertising and marketing materials. Franchisee’s unauthorized use of Marks will be a material breach of this Agreement and an infringement of Franchisor’s rights in and to Marks.

(c)Notification of Infringements and Claims. Franchisee will notify Franchisor immediately of any apparent infringement or challenge to its use of any Mark, or of any claim by any Person of any rights in any Mark, and will not communicate with any Person other than Franchisor and its attorneys, and Franchisee’s attorneys, in connection with any such infringement, challenge or claim. Franchisor has the sole right and option to take such action as it deems appropriate and the right to control exclusively any litigation arising out of any such infringement, challenge or claim or otherwise relating to any Mark, including the taking of such legal steps as may be available to Franchisor under Applicable Law to prevent infringement of the rights granted under this Agreement. Franchisee will sign any and all instruments and documents, render such assistance and do such acts and things as, in the opinion of Franchisor’s attorneys, may be necessary or advisable to protect and maintain Franchisor’s interests in Marks.

(d)Discontinuance of Use of Marks. Franchisor may, at any time, at its sole option, require Franchisee to use any additional or alternative Marks. If Franchisor deems it advisable to modify or discontinue the use of any Mark and/or use one or more additional, alternative or substitute trade or service marks, Franchisee will comply with Franchisor’s directions within a reasonable time after receiving Notice from Franchisor. All costs and expenses relating to the modification or discontinuance of the use of any Mark and/or the use of one or more additional, alternative or substitute trade or service marks will be paid by Franchisee. All provisions of this Agreement applicable to Marks apply to any additional, alternative or substitute trade and service marks or other commercial symbols that Franchisor authorizes Franchisee to use pursuant to this Agreement.

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(e)Representations and Warranties About the Marks. Franchisor represents that it or its Affiliates are the exclusive owner of Marks and all other intellectual property provided or to be provided to Franchisee. Neither Franchisee nor any of its Affiliates will use Marks in their corporate name, nor will they use Franchisee’s own name or any other name, word, or symbol in connection with Marks without Franchisor’s prior written consent. Franchisee will immediately inform Franchisor of any suspected or known infringement of or challenge to Franchisor’s Marks, rights, and systems by others and will assist and cooperate with Franchisor in taking such action, at Franchisor’s own expense, as Franchisor deems appropriate.

16.ANTI-CORRUPTION, ANTI-BOYCOTT, AND ANTI-TERRORISM LAWS.

Franchisee represents and warrants to Franchisor that: (i) neither Franchisee nor, to the best of its knowledge after reasonable inquiry, any of Franchisee’s Owners or any executive officer of Franchisee is identified, either by name or an alias, pseudonym or nickname, on the lists of “Specially Designated Nationals” or “Blocked Persons” maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (texts available at www.treas.gov/offices/enforcement/ofac/); (ii) neither Franchisee nor any Owner is directly or indirectly owned or controlled by the government of any country that is subject to a United States embargo; (iii) neither Franchisee nor any Owner acts or will act directly or indirectly on behalf of the government of any country that is subject to a United States embargo; and (iv) neither it nor any of Franchisee’s Owners or executive officers have violated, and Franchisee will not violate and will cause Franchisee’s Owners and executive officers not to violate, any Applicable Law prohibiting money laundering or the aid or support of Persons who conspire to commit acts of terror against any Person or government, including acts prohibited by the U.S. Patriot Act (text available at http://www.epic.org/privacy/terrorism/hr3162.html), U.S. Executive Order 13224 (text available at http://www.treas.gov/offices/enforcement/ofac/legal/eo/ 13224.pdf), or any similar Applicable Law. Each of these representations and warranties are continuing and Franchisee will notify Franchisor in writing immediately of the occurrence of any event which renders the foregoing representations and warranties of this section incorrect. The foregoing constitute continuing representations and warranties, and Franchisee will immediately notify Franchisor in writing of the occurrence of any event or the development of any circumstance that might render any of the foregoing representations and warranties of this Section 16 false, inaccurate, or misleading or which constitutes a breach of any of the covenants of this Section 16.

17.TRANSFERABILITY OF INTEREST.

(a)Transfer by Franchisor. This Agreement is fully assignable by Franchisor, in whole or in part, without the consent of Franchisee, and inures to the benefit of any assignee or other legal successor to the interests of Franchisor.

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(b)Transfer by Franchisee. Franchisee understands and acknowledges that the rights and duties created by this Agreement are personal to Franchisee, and that Franchisor has granted rights under this Agreement in reliance on the business skill, financial capacity and personal character of Franchisee. Accordingly, no Transfer is permitted or authorized without Franchisor’s prior written approval, which will not be unreasonably withheld.

(c)Conditions for Approval of Transfer. If the Transfer is of this Agreement or Control, or is one of a series of Transfers (regardless of the time period over which such Transfers occur) which in the aggregate constitute the Transfer of this Agreement or Control of Franchisee, Franchisor will approve a Transfer only if all of the following conditions are met prior to or concurrently with the proposed effective date of the Transfer:

(1)Franchisee (and its Owners if Franchisee is not publicly traded) have paid all Royalty Fees and other amounts owed to Franchisor and its Affiliates, submitted all required reports and statements and otherwise are in full compliance with this Agreement.

(2)The proposed transferee (and its direct and indirect owners): (i) have sufficient business experience, aptitude and financial resources to operate the Restaurant; (ii) are individuals of good character and otherwise meet Franchisor’s then-applicable Standards for Restaurant franchisees; (iii) are not engaged and will not engage in the operation or ownership of a Competitive Business, and will engage only in the operation of the Restaurant; and (iv) will cooperate with reasonable due diligence as requested by Franchisor prior to the proposed effective date of the Transfer.

(3)The transferee (or its owners) have agreed to complete Franchisor’s Initial Training program and provide Franchisor with a business plan for the Restaurant acceptable to Franchisor. Transferee must retain the Persons currently employed at the Restaurant in the positions identified in Section 12, and, if not employed as of the effective date of the Transfer, Persons meeting the criteria for the positions set forth in Section 12 must be retained or employed in connection with the operation of the Restaurant during the Term and any replacement of such Person or position must satisfy the criteria in Section 12.

(4)The transferee (and its owners) has agreed to be bound by all of the terms and conditions of this Agreement and sign the ancillary documents Franchisor requires for Restaurant franchisees (and their owners).

(5)Franchisee and the transferee (and its owners) have agreed to the terms of a purchase and sale agreement for the Operating Assets and assumption of any lease of the premises and any applicable equipment.

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(6)Franchisee or the transferee pays to Franchisor a Transfer Fee in connection with the Transfer, including the costs and expense of training the transferee (or its owners) and its employees.

(7)Franchisee (and its transferring Owners if Franchisee is not publicly traded) and Franchisor have executed a general release, in form satisfactory to Franchisor, releasing each other from any and all claims against each other and their shareholders, officers, directors, employees and agents.

(d)Effect of Franchisor’s Consent. Any Transfer without Franchisor’s consent constitutes a material breach of this Agreement and is void and of no effect. Franchisor’s consent to a Transfer does not constitute a representation as to the fairness of the terms of any contract between Franchisee and the transferee, a guarantee of the prospects of success of the Restaurant or transferee, or a waiver of any claims Franchisor may have against Franchisee (or its Owners) or of its right to demand the transferee’s exact compliance with any of the terms or conditions of this Agreement.

18.RESTRICTIVE COVENANTS.

Franchisee recognizes that Franchisor has developed goodwill in Restaurant operations and must protect the Marks, Confidential Information, and System.

(a)Non-Compete. Franchisee and its Owners covenant and agree that during the Term of this Agreement, and for a continuous uninterrupted period of two (2) years following its expiration, termination, or an approved Transfer, Franchisee and its Owners will not, without Franchisor’s prior written consent, either directly or indirectly, for itself or themselves, or through, on behalf of, or in conjunction with, any Person, firm, partnership, corporation, or other Entity own, maintain, operate, be employed by, engage in, franchise, lease property to, advise, help, make loans to, or have any interest in, either directly or indirectly, any Competitive Business. During the Term, this restriction applies to any Competitive Business located within the United States. Following the expiration of the Term, earlier termination of this Agreement, or an approved Transfer of this Agreement, this restriction will apply to any Competitive Business located (i) within the Designated Area; (ii) at or within 3 miles of the Operating Restaurant; or (iii) within 3 miles of any then-existing LongHorn Steakhouse Restaurant, except as otherwise approved in writing by Franchisor. If any part of these restrictions is found to be unreasonable in time or distance, each month of time or mile of distance may be deemed a separate unit so that the time or distance may be reduced by appropriate order of the court to that deemed reasonable.

(b)Non-Disclosure of Confidential Information. Franchisee (and its Owner) acknowledge that all Confidential Information is economically valuable, that such value is derived from such Confidential Information not being generally known to others, that reasonable efforts

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have been taken by Franchisor to maintain the secrecy and confidentiality of Confidential Information, and that Franchisee has entered into this Agreement in order to use such Confidential Information to the economic benefit of Franchisee. Franchisee (and Franchisee’s Owner) will not use, duplicate, or disclose to others any Confidential Information other than as specifically authorized by Franchisor in writing. To the extent that any Confidential Information is to be provided to directors and advisors, each of them must use such Confidential Information solely in connection with their respective roles with the Restaurant and execute a confidentiality and non-disclosure agreement in a form prescribed by Franchisor consistent with the foregoing.

(c)Ownership. All Confidential Information furnished or disclosed by Franchisor to Franchisee or its Owner or otherwise obtained by Franchisee or it Owners is and will remain the property of Franchisor. Any reproductions, notes, summaries or similar documents relating to the Confidential Information, and any files, memoranda, reports, price lists, proprietary information, and other documents relating to System, will become and remain the property of Franchisor immediately upon their creation. Upon expiration or earlier termination of this Agreement, Franchisee will immediately return all copies of such materials to Franchisor. Franchisee must promptly reveal to Franchisor any discoveries, inventions, innovations or improvements made by Franchisee, its Owner, personnel or independent contractors relating to System, or any Confidential Information. Further, all proprietary interests in any devices, information, know-how, materials, methods, processes and techniques utilizing those discoveries, inventions, innovations and improvements are Franchisor’s property.

(d)Employees. Franchisee shall cause each of its management employees, before and as a condition of employment, to sign a Confidentiality Agreement in the form of Exhibit B. Franchisee shall be liable for any unauthorized disclosure of any Confidential Information by Franchisee’s directors, officers, employees or agents.

(e)Interference with Employees. Franchisee will not interfere with the relationship between Franchisor and its employees and agents. During the Term of this Agreement, and for a continuous uninterrupted period of two (2) years following its expiration, termination, or an approved Transfer, Franchisee will not employ or seek to employ any employees or agents at the restaurant manager, restaurant general manager, or vice president of restaurant operations level of Franchisor or its Affiliates or franchisees, nor induce or solicit in any manner whatsoever any such employee or agent to leave such employment or affiliation.

(f)Severability and Enforceability of Covenants. Each of the covenants contained in this Section 18 will be considered separate and independent from each other. If any covenant in this Agreement which restricts competitive activity is deemed unenforceable for any reason, but would be enforceable by reducing any part of it, such covenant will be enforced to the fullest extent permissible under Applicable Law.

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19.DEFAULT AND TERMINATION.

(a)By Franchisor. The occurrence of any of the following will adversely and substantially affect the interests of Franchisor and will be deemed an Event of Default constituting just cause for exercising any of the remedies set forth herein.

(1)Franchisor may terminate this Agreement effective thirty (30) days after delivery to Franchisee of Notice as a result of the occurrence of any of the following Events of Default, unless a shorter time period is provided below:

(A)Franchisee (or any of its Owners) has made any material misrepresentation or omission in connection with this Agreement that negatively impacts Franchisor;

(B)Franchisee fails to begin operating the Restaurant as of the Re-Opening Date;

(C)Franchisee abandons or fails actively to operate the Restaurant for three (3) or more consecutive Business Days, unless the Restaurant has been closed for a purpose Franchisor has approved or because of an Event of Force Majeure;

(D)Franchisee surrenders or transfers Control of the operation of the Restaurant without Franchisor’s prior written consent;

(E)Franchisee is or has been held liable or convicted by a court of, pleads or has pleaded no contest to, a felony or other unlawful act or engages in any dishonest or unethical conduct which may materially and adversely affect the reputation of the Restaurant, any other Restaurant or the goodwill associated with Marks;

(F)Franchisee (or its Owner or any Affiliate) makes an unauthorized Transfer pursuant to Section 17;

(G)Franchisee (or any of its Owners) makes any unauthorized use or disclosure of any Confidential Information or uses, duplicates or discloses any portion of the Manuals in violation of this Agreement;

(H)Franchisee violates any Applicable Law, and does not begin to immediately cure and correct the noncompliance or violation within seventy-two (72) hours after Notice is delivered to Franchisee;

(I)Franchisee fails to pay any fees due hereunder to Franchisor within five (5) days after Notice of nonpayment is delivered to Franchisee;

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(J)Franchisee understates Gross Sales or fails to accurately report Gross Sales or fails to make payment of any amounts due to Franchisor, and does not correct such failure within three (3) days after Notice of such failure is delivered to Franchisee;

(K)Franchisee (or any of its Owners) fails on three (3) or more separate occasions within any period of twenty-four (24) consecutive months to do any one or more or combination of the following: (1) submit when due reports or other data, information or supporting record; (2) pay when due any amounts due to Franchisor or its Affiliates; or (3) otherwise materially comply with this Agreement, whether or not such failures are corrected after Notice of such failure is delivered to Franchisee;

(L)Franchisor has delivered a Notice of termination of another Franchise Agreement with Franchisee in accordance with its terms and conditions, or Franchisee has terminated a Franchise Agreement without cause;

(M)Franchisee fails to materially perform or observe any provision of any Lease and to cure such failure within the applicable cure period; and

(N)Franchisee fails to pay when due any income, service, sales or other taxes due on the Restaurant’s operations, unless it is in good faith contesting its liability for such taxes and has effectively stayed the enforcement of liability for such taxes.

(2)Franchisor may terminate this Agreement for failure by Franchisee (or any of its Owners) to comply with any other material provision of this Agreement including without limitation the representations and warranties contained in this Agreement, or any Standard material to operation of the Restaurant within thirty (30) days after Notice of such Event of Default is delivered to Franchisee.

(3)This Agreement will automatically terminate upon any of the following: if any bankruptcy proceeding is commenced by or against Franchisee (or any Affiliate or Owner), the Franchisee makes an assignment for the benefit of creditors or admits in writing its insolvency or inability to pay its debts generally as they become due; Franchisee consents to the appointment of a receiver, trustee or liquidator of all or the substantial part of its property; the Restaurant is attached, seized, subjected to a writ or distress warrant or levied upon, unless such attachment, seizure, writ, warrant or levy is vacated within thirty (30) days after Notice from Franchisor; or any order appointing a receiver, trustee or liquidator of Franchisee or the Restaurant is not vacated within thirty (30) days following the entry of such order.

(b)Alternative Remedies.

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(1)Designated Manager. In addition to the right to terminate this Agreement, upon Event of Default by Franchisee under this Agreement and upon Notice thereof to Franchisee, Franchisor will have the right to appoint a Designated Manager, acceptable to it, to manage, direct, and supervise the day-to-day operation of the Restaurant in accordance with the terms and conditions of this Agreement during any time period in which Franchisee has an uncured Event of Default under this Agreement and as otherwise agreed in writing by the Parties.

(A)During any such time period, day-to-day operation of the Restaurant will be under the exclusive supervision and control of the Designated Manager. Designated Manager will be responsible for the proper and efficient operation of the Restaurant in accordance with this Agreement and the Standards. Designated Manager will keep Franchisor reasonably informed of the operation of the Restaurant, and will provide it with the ability to access remotely, via the internet, Designated Manager's accounting software system, so that Franchisor can review Gross Sales, customer count, product mix, and other financial information about the performance of the Restaurant. Designated Manager will be free from interference, interruption, or disturbance by Franchisee in all matters relating to management and day-to-day operation of the Restaurant. Such authority of the Designated Manager will include, but is not limited to, operations, employment, advertising, accounting, banking, procurement and all other activities necessary for and incidental to the operation of the Restaurant. All communications from Franchisee about the operation of the Restaurant will be directed to the Senior Vice President of Operations for LongHorn Steakhouse, Kansas City Division.

(B)Notwithstanding the foregoing, on an ongoing basis, Designated Manager will keep Franchisee reasonably informed of the operation of the Restaurant, and will provide it with the ability to access remotely, via the internet, Designated Manager’s accounting software system, so that Franchisee can review Gross Sales, customer count, product mix, and other financial information about the performance of the Restaurant that the Parties agree upon at any time. In consideration of the management services to be performed by Designated Manager during the Term, Franchisee will pay the Designated Manager a Designated Manager Fee. Designated Manager, as agent for Franchisee, will pay the Designated Manager Fee along with other expenses of the Restaurant. Upon Notice thereof to Franchisee, Franchisee will execute such form of management agreement as prescribed by Franchisor to implement the foregoing.

(2)Events of Default Fee. If Franchisor provides Notice with respect to any Events of Default and in consideration of the rights granted in this Agreement and rights deferred by Franchisor, and due to the difficulty of establishing the precise amount of damages for breach of these obligations, in addition to all other remedies provided for in this Agreement or otherwise available to Franchisor, Franchisee will pay Franchisor as liquidated and agreed upon damages for

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each Event of Default in a calendar year, an Event of Default Fee. The Event of Default Fee under this Section 19(b)(2) must be paid to Franchisor, at its sole option, within five (5) days of receipt of Notice from Franchisor. Franchisor may, in addition to or in lieu thereof, pursue other remedies, including termination of this Agreement pursuant to Section 19(a). Payment to Franchisor of any amount provided for in this Section 19(b)(2) will not constitute an election of remedies by Franchisor or excuse performance of Franchisee’s obligations hereunder. Any payments received will be in addition to and not in lieu of any other remedies available to Franchisor at law or in equity. If Franchisor imposes the Event of Default Fee under this Section 19(b)(2) for any Event of Default, Franchisor may thereafter terminate this Agreement pursuant to Section 19(a) for a subsequent violation.

20.EFFECT OF TERMINATION, EXPIRATION, OR NONRENEWAL.

Upon expiration or earlier termination of this Agreement:

(a)Payment of Amounts Owed. Franchisee will pay to Franchisor within fifteen (15) days after the effective date of expiration or earlier termination of this Agreement, or on such later date that the amounts due are determined, such fees, amounts owed for purchases from Franchisor or its Affiliates, interest due on any of the foregoing and all other amounts owed to Franchisor or its Affiliates which are then unpaid.

(b)Marks. Franchisee may not directly or indirectly at any time or in any manner use any Mark, including any use of Marks in a derogatory, negative, or other inappropriate manner in any media, including, but not limited to, print or electronic media; use any colorable imitation of a Mark in any manner or for any purpose; utilize for any purpose any trade name, trade or service mark or other commercial symbol or other indicia that indicates or suggests a connection or association with Franchisor or the Restaurant; identify any business as a former Restaurant; or identify itself as one of Franchisor’s licensees or franchisees (except with respect to other Restaurants Franchisee owns and operates under continuing agreements with Franchisor). Franchisee will take such action as may be required to cancel all fictitious or assumed names or equivalent registrations relating to its use of any Mark.

(c)System and Manuals. Franchisee will immediately cease to use System and Confidential Information in any business or otherwise; and return to Franchisor all copies of the Manuals and any other proprietary or confidential materials that Franchisor has loaned to Franchisee.

(d)Disassociation in Communication Methods. Franchisee will assign to Franchisor (or its designee) or cancel any electronic address, domain name, search engine, website, or social media account that associates Franchisee with Franchisor, the Restaurant, System, or Marks. Franchisee will notify the telephone company and all telephone directory publishers of the expiration or earlier termination of its right to use any telephone, telecopy, or other numbers and any telephone

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directory listings associated with any Mark, authorize the transfer of such numbers and directory listings to Franchisor, or, at Franchisor’s direction, instruct the telephone company to forward all calls made to Franchisee’s telephone numbers to numbers Franchisor specifies.

(e)Other De-Identification Obligations. Franchisee will promptly and at its own cost and expense make such alterations Franchisor specifies in the Manuals or otherwise to distinguish the Restaurant clearly from its former appearance and from other Restaurants so as to prevent confusion therewith to the public. Within thirty (30) days from the effective date of expiration or earlier termination of this Agreement, Franchisee will deliver to Franchisor all signs, sign-faces, sign-cabinets, advertising and promotion materials, forms and other materials containing any Mark or otherwise identifying or relating to a Restaurant and allow Franchisor, without liability to Franchisee or third parties to remove all such items from the Restaurant. Franchisee will furnish to Franchisor, within thirty (30) days from the effective date of expiration or earlier termination of this Agreement, with evidence satisfactory to Franchisor of its compliance with the foregoing obligations.

(f)Restrictive Covenants and Continuing Obligations. Franchisee will comply with the restrictive covenants set forth in this Agreement. Franchisee’s (and its Affiliates’ and Owners’) obligations which expressly or by their nature survive the expiration or earlier termination of this Agreement will continue in full force and effect subsequent to and notwithstanding its expiration or earlier termination and until they are satisfied in full or by their nature expire.

21.FRANCHISOR'S OPTION TO PURCHASE RESTAURANT.

Upon expiration or earlier termination of this Agreement, Franchisor has the option, exercisable by giving written Notice to Franchisee within sixty (60) days from the effective date of expiration or earlier termination, to purchase the Operating Assets, including the fee simple or leasehold interest in the Approved Site (subject to landlord’s consent). If Franchisor exercises its option, Franchisor will purchase the Operating Assets only and will assume no liabilities, unless otherwise agreed in writing by the Parties. Franchisor has the unrestricted right to assign this option.

(a)Appraisal. If the Parties cannot agree on fair market value of the Operating Assets, fair market value will be determined by three (3) independent appraisers (each of whom must at a minimum satisfy Franchisor’s criteria for appraisal and valuation firms as set forth in the Standards) who collectively will conduct one (1) appraisal. Franchisor will appoint one appraiser, Franchisee will appoint one appraiser and the two appraisers will appoint the third appraiser. Franchisor and Franchisee will select their respective appraisers within fifteen (15) days from the date of Franchisor’s Notice, and the two appraisers so chosen are obligated to appoint the third appraiser within fifteen (15) days from the date on which the last of the two party-appointed appraisers was appointed. Franchisor and Franchisee will bear the fee, cost and expense of their own appraisers

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and share equally the fees, cost and expenses of the third appraiser. The appraisers must agree to complete their appraisal within thirty (30) days from the date of the third appraiser's appointment. If the two appraisers are unable to agree on a third appraiser, the fair market value will be determined by the two appraisers and the median of their determinations will be binding.

(b)Leasehold Rights. Franchisee will cause any Owner or Affiliate to assign the Lease to Franchisor (subject to landlord’s consent). If the Approved Site is leased from a landlord other than an Owner or Affiliate, on Franchisor's request, Franchisee will assign the Lease to Franchisor or enter into a sublease with Franchisor for the remainder of the Lease term on the same terms (including renewal options) as the Lease (subject to landlord’s consent). Franchisor acknowledges that this obligation may be subject to approval or consent by any third-party landlord. Franchisee will exert its best efforts to secure any required consent from any third-party landlord to cause the Lease to be assigned or a sublease granted to Franchisor.

(c)Closing. Franchisor will be entitled to all customary warranties and representations in connection with the purchase of the Operating Assets, including, without limitation, representations and warranties as to ownership and condition of and title to assets, liens and encumbrances on assets, validity of contracts and agreements, and liabilities affecting the assets, contingent or otherwise. The purchase price will be paid in cash and is due at closing; provided, that Franchisor will have the right to set off from the purchase price (i) all fees due from Franchisee for any appraisal conducted hereunder, (ii) all amounts due from Franchisee to Franchisor or any of its Affiliates, and (iii) any costs incurred in connection with any escrow arrangement (including reasonable legal fees). The closing will take place not later than forty-five (45) days from the date of determination of the purchase price in writing by the appraisers unless the Parties otherwise agree in writing. At the closing, Franchisee will deliver to Franchisor:

(1)instruments transferring good and merchantable title to the Operating Assets purchased, free and clear of all liens and encumbrances (other than liens and security interests acceptable to Franchisor), with all sales and other transfer taxes paid by Franchisee (provided, if Franchisee cannot deliver clear title to all of the purchased assets, the closing of the sale will be accomplished through an escrow);

(2)instruments transferring all approvals, licenses and/or permits of the Restaurant which may be assigned or transferred;

(3)instruments transferring fee simple or leasehold interest in the Approved Site and improvements thereon, subject to any necessary approvals from third-party landlords or financial institutions or banks; and

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(4)general releases, in form satisfactory to Franchisor, from Franchisee and its Owners, of any and all claims against Franchisor, its Affiliates, and its officers, directors, employees, agents, successors and assigns.

22.INDEMNIFICATION.

(a)Franchisee Indemnification. Franchisee, on its behalf and on behalf of its Affiliates and Owners, will indemnify, defend and hold harmless the Indemnified Parties against and reimburse any one or more of the Indemnified Parties for any and all Losses and Expenses arising out or from or related to, any claims, directly or indirectly, arising out or from or related to the operation of the Restaurant or any breach of this Agreement by Franchisee, its Affiliates or any Owner or Franchisee’s, its Affiliates’ or any Owner’s breach of any other agreement by and among Franchisor or its Affiliates, the Designated Manager and Franchisee or its Affiliates. Franchisor has the right, at its option, to defend any such claim against it at Franchisee’s sole cost and expense. If Franchisee defends any claim, it may not enter into any settlement agreement or otherwise resolve or conclude the matter without Franchisor’s prior written consent. This indemnity will continue in full force and effect subsequent to, and notwithstanding, the expiration or earlier termination of this Agreement. Under no circumstances will Franchisor or any other Indemnified Party be required to seek recovery from any insurer or other third party, or otherwise to mitigate its or Franchisee’s Losses and Expenses, in order to maintain and recover fully a claim against Franchisee. Any failure to pursue such recovery or mitigate a loss will in no way reduce or alter the amounts recoverable by Franchisor or another Indemnified Party from Franchisee.

23.INDEPENDENT CONTRACTORS.

(a)Independent Contractors. It is understood and agreed by the Parties that this Agreement does not create a fiduciary relationship between them; that Franchisor and Franchisee are and will be independent contractors and that nothing in this Agreement is intended to make either Party a general or special agent, joint venturer, partner or employee of the other for any purpose. Franchisee will conspicuously identify itself in all dealings as the owner of the Restaurant and the rights granted under the Agreement with Franchisor and will place such notices of independent ownership on such forms, business cards, stationery and advertising and other materials as Franchisor may periodically require.

(b)No Liability for Acts of Other Party. Franchisee must not employ any of Marks in signing any contract or applying for any license or permit, or in a manner (other than the use contemplated hereby) that may result in Franchisor’s liability for any of Franchisee’s indebtedness or obligations. Except as expressly authorized in writing, neither Franchisor nor Franchisee will make any express or implied agreements, warranties, guarantees or representations or incur any debt in the name or on behalf of the other or be obligated by or have any liability under any agreements

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or representations made by the other. Franchisor will not be obligated for any damages to any Person directly or indirectly arising out of the operation of the Restaurant.

24.FORCE MAJEURE AND CRISIS MANAGEMENT EVENTS.

(a)Force Majeure. Neither Franchisor nor Franchisee will be liable for loss or damage or deemed to be in breach of this Agreement if their failure to perform obligations results from a Force Majeure Event. Any delay resulting from any Force Majeure Event will extend performance accordingly or excuse performance, in whole or in part, as may be reasonable in the judgment of the Party to whom performance is owed. Franchisee or Franchisor will, within five (5) days of the occurrence of the Force Majeure Event, give a written Notice to the other Party stating the nature of the Force Majeure Event, its anticipated duration and any action being taken to avoid or minimize its effect. Any suspension of performance will be of no greater scope and of no longer duration than is reasonably required; provided, however, if the suspension of performance continues for ninety (90) days from the date of the occurrence and such failure to perform would constitute an Event of Default of this Agreement in the absence of such Force Majeure Event, the Parties will meet and discuss in good faith any amendments to this Agreement to permit Franchisor to exercise its rights under this Agreement. If the Parties are not able to agree on such amendments within thirty (30) days and if suspension of performance continues, Franchisor may terminate this Agreement immediately by giving written Notice to Franchisee or exercise any of the remedies described in Section 19(b) or otherwise available at law or in equity. In no event will Franchisee’s inability to pay amounts due under this Agreement constitute a Force Majeure Event.

(b)Crisis Management Events. Franchisee must notify Franchisor within twenty-four (24) hours of the occurrence of any Crisis Management Event by the method periodically specified in the Manuals or otherwise in writing, comply with Franchisor’s instructions and fully cooperate with Franchisor’s instructions in response to the Crisis Management Event. Failure to notify Franchisor within the required time period is a material breach of this Agreement.

25.DISPUTE RESOLUTION    .

(a)Non-Binding Mediation. Before any Party may bring an action or commence a proceeding against the other, the Parties must first meet to mediate the dispute (except for controversies, disputes or claims related to or based on improper use of the Marks or Confidential Information).  Any such mediation will be non-binding and will be conducted by the American Arbitration Association in accordance with its then-current rules for mediation of commercial disputes.  Notwithstanding anything to the contrary, this Section 25 will not bar either Party from obtaining injunctive relief against threatened conduct that will cause it loss or damages, under the usual equity rules, including the applicable rules for obtaining restraining orders and preliminary injunctions, without having to engage in mediation.  This Section 25 will not be applicable to any

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claim or dispute arising under this Agreement or any other agreement between the Parties which relates to the failure to pay fees or other monetary obligation of Franchisee under this Agreement. Mediation hereunder will be concluded within forty-five (45) days of the date the mediator is designated by the American Arbitration Association or such longer period as may be agreed upon by the Parties in writing.  All aspects of the mediation process will be treated as confidential, will not be disclosed to others, and will not be offered or admissible in any other proceeding or legal action whatever.  Franchisor and Franchisee will each bear their own costs of mediation, and each will bear one-half (½) the cost of the mediator or mediation service.

(b)Provisional Relief. Franchisor in all cases will have the right, under usual equity rules, to seek temporary restraining orders and temporary or preliminary injunctive relief or other special or extraordinary relief from a court of competent jurisdiction.

(c)Limitations of Claims. Any and all claims arising out of or relating to this Agreement or the relationship among the Parties will be barred unless a judicial or arbitration proceeding is commenced within two (2) years from the date on which the Party asserting such claim knew or should have known of the facts giving rise to such claims. Franchisor and Franchisee (and Franchisee’s Owners) waive the right to bring, or be a class member in, any class or mass action, proceeding, or arbitration brought against the other Party.

(d)Limitation on Damages. Except with respect to (i) Franchisee’s obligation to indemnify Franchisor and its Affiliates pursuant to Section 22, (ii) claims for Franchisee’s unauthorized use of the Marks or unauthorized use or disclosure of any Confidential Information in Sections 15 and 18, (iii) payment or recovery of liquidated damages described in Section 19(b)(2), and (iv) lost profits incurred by Franchisor as a result of early termination of this Agreement under Section 19, Franchisor and Franchisee waive to the fullest extent permitted by law any right to or claim for any punitive, exemplary, special and Consequential Damages against the other and agree that, in the event of a dispute between Franchisor and Franchisee, the Party making a claim will be limited to equitable relief and to recovery of any direct or general damages it sustains.

(e)Rights of Parties Are Cumulative. Franchisor’s and Franchisee’s rights under this Agreement are cumulative, and their exercise or enforcement of any right or remedy under this Agreement will not preclude their exercise or enforcement of any other right or remedy under this Agreement which they are entitled by Applicable Law to enforce.

(f)Costs and Attorneys’ Fees. If Franchisor incurs expenses in connection with the Franchisee’s failure to pay when due any monies owed, to submit when due any reports, information, or supporting records, or otherwise to comply with this Agreement, Franchisee will reimburse Franchisor for any of the costs and expenses which it reasonably incurs, including, without limitation,

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reasonable accounting, attorneys’, arbitrators’, and related fees to enforce such provisions of the Agreement.

26.GOVERNING LAW.

This Agreement and all claims, cases, disputes or other controversies arising from, under or with respect to the relationship between Franchisor and Franchisee, any of their respective Affiliates and any Owner of Franchisee will be interpreted, enforced and governed by the laws of the State of Texas (without regard to Texas conflicts of law rules).

27.JURISDICTION AND VENUE.

Either the U.S. District Court for the Western District of Texas or the District Court for Bexar County, Texas, will be the venue and exclusive forum in which to adjudicate any claims, cases, disputes, or other controversies arising from, under or relating to this Agreement, the relationship established between Franchisee and Franchisor, any of their respective Affiliates, and any guarantees or undertakings by Owner; provided, however, with respect to any action which includes injunctive relief or other extraordinary relief, Franchisor may bring such action in any court of competent jurisdiction. Franchisee irrevocably submits to the jurisdiction of such courts and waives any objections to either the jurisdiction of or venue in such courts. Personal jurisdiction may be effected by service of process and that when so made will be as if served personally. The Parties anticipate that the performance of certain of Franchisee’s obligations arising under this Agreement, including the payment of certain monies due, will occur in the State of Texas.

28.WAIVER OF JURY TRIAL.

THE PARTIES HERETO IRREVOCABLY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM IN CONNECTION WITH ANY MATTER OR DISPUTE OF ANY KIND ARISING UNDER OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR ANY RIGHT OR REMEDY HEREUNDER, WHETHER AT LAW OR IN EQUITY, BROUGHT BY EITHER OF FRANCHISOR OR FRANCHISEE.

29.TAXES AND DUTIES.

Franchisee must pay any and all taxes pursuant to Applicable Law applicable to it and the Restaurant.

30.NOTICES.

All Notices will be in writing and sent by email and by: registered or certified air mail, postage prepaid, return receipt requested; or nationally-recognized delivery service, charges prepaid; or hand delivered. Either Party may change its address or the name or title of the individual who

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receives Notices by giving Notice of the same to the other Party in accordance with this Section 30. All Notices will be addressed to the respective Parties as provided in the Summary Pages.

31.MISCELLANEOUS.

(a)Severability. Except as expressly provided to the contrary in this Agreement, each section, paragraph, term and provision of this Agreement, and any portion, will be considered severable, and if, for any reason, any such provision is held to be invalid or contrary to or in conflict with any applicable present or future law or regulation in a final, unappealable ruling issued by any court, agency or tribunal with competent jurisdiction in a proceeding to which Franchisor is a party, that ruling will not impair the operation of, or have any other effect upon, such other portions of this Agreement as may remain otherwise intelligible, which will continue to be given full force and effect and bind the Parties, although any portion held to be invalid will be deemed not to be a part of this Agreement from the date the time for appeal expires, if Franchisee is a party, otherwise upon Franchisee’s receipt of a notice of non-enforcement from Franchisor.

(b)Substitution of Valid Provisions. If any applicable and binding law or rule of any jurisdiction requires a greater prior notice than is required under this Agreement of the termination or nonrenewal of this Agreement, or the taking of some other action not required under this Agreement, or if, under any applicable and binding law or rule of any jurisdiction, any provision of this Agreement is invalid or unenforceable, the prior notice and/or other action required by such law or rule will be substituted for the comparable provisions of this Agreement, and the Party negatively affected will have the right, at its sole option, to modify such invalid or unenforceable provision to the extent required to be valid and enforceable. Each Party will be bound by any promise or covenant imposing the maximum duty permitted by law which is subsumed within the terms of any provision of this Agreement, as though it were separately articulated in and made a part of this Agreement, that may result from striking from any of the provisions of this Agreement any portion or portions which a court or arbitrator may hold to be unenforceable in a final decision to which the other is a party, or from reducing the scope of any promise or covenant to the extent required to comply with such a court order or arbitration award. Such modifications to this Agreement will be effective only in such jurisdiction, unless the negatively affected Party elects to give them greater applicability, and will be enforced as originally made and entered into in all other jurisdictions.

(c)Waiver of Obligations. Franchisor and Franchisee may by written instrument unilaterally waive or reduce any obligation of or restriction upon the other under this Agreement, effective upon delivery of written Notice to the other or such other effective date stated in the Notice of waiver. Any waiver granted by a Party will be without prejudice to any other rights the Party may have, will be subject to the waiving Party’s continuing review and may be revoked, at waiving Party’s sole option, at any time and for any reason, effective upon delivery to the other Party of ten (10) days’ prior written Notice. Franchisor and Franchisee will not be deemed to have waived or

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impaired any right, power or option reserved by this Agreement (including, without limitation, the right to demand exact compliance with every term, condition and covenant or to declare any breach thereof to be a default and to terminate this Agreement prior to the expiration of its term) by virtue of: any custom or practice at variance with the terms of this Agreement; any failure, refusal or neglect of Franchisor or Franchisee to exercise any right under this Agreement or to insist upon exact compliance by the other with its obligations under this Agreement; any waiver, forbearance, delay, failure or omission by Franchisor or Franchisee to exercise any right, power or option, whether of the same, similar or different nature, with respect to other Restaurants; the existence of other franchise agreements for Restaurants which contain different provisions from those contained in this Agreement; or Franchisor’s acceptance of any payments due from Franchisee after any breach of this Agreement.

(d)Binding Effect. This Agreement is binding upon the Parties and their respective executors, administrators, heirs, assigns and successors in interest and will not be modified except by a written agreement signed by both Franchisee and Franchisor.

(e)Disclaimer of Warranties. Each Party hereby acknowledges that neither the other Party nor its agents or representatives have made any promises, representations, guarantees, or warranties of any nature concerning actual or potential sales or profits of a LongHorn Steakhouse Restaurant or that the licensed Restaurants to be established and operated by Franchisee hereunder will be successful or profitable. Franchisee and its Owners represent and acknowledge that they are not relying upon any information, promise, representation, guaranty, or warranty by Franchisor in entering into this Agreement other than those set forth in this Agreement (including its exhibits, addenda, and attachments). Franchisee and its Owners expressly waive any claim of negligent misrepresentation or omission. Each Party further represents to the other that it has independently reviewed and evaluated the business to be conducted by Franchisee under this Agreement, and the decision to enter into this Agreement was made solely in reliance upon such independent evaluation.

(f)Entire Agreement. This Agreement (including its exhibits, addenda, and attachments) constitutes the entire agreement between the Parties, and supersedes any and all prior or contemporaneous negotiations, discussions, understandings, or agreements. There are no other oral or written understandings or agreements between Franchisor and Franchisee relating to the subject matter of this Agreement.

(g)Construction. The preambles and exhibits are a part of this Agreement. Nothing in this Agreement is intended, nor is deemed, to confer any rights or remedies upon any Person or legal Entity not a party to this Agreement. The singular usage includes the plural and the masculine and neuter usages include the other and the feminine.

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(h)Headings. The headings of the several sections and paragraphs are for convenience only and do not define, limit or construe the contents of such sections or paragraphs.

(i)Multiple Copies. This Agreement may be executed in multiple copies, each of which will be deemed an original.

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IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Agreement as of the Effective Date.

FRANCHISOR:	FRANCHISEE:
RARE HOSPITALITY MANAGEMENT LLC	KERROW RESTAURANTS, LLC
By:______________________________	By:_____________________________
Printed Name:_____________________	Printed Name:_____________________
Title:____________________________	Title:____________________________

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EXHIBIT A

GUARANTY AND ASSUMPTION OF OBLIGATIONS

THIS GUARANTY AND ASSUMPTION OF OBLIGATIONS (“Guaranty”) is given to Franchisor, by each of the undersigned as an Owner of Franchisee in consideration of and as an inducement to the execution of the attached Franchise Agreement (“Agreement”), including but not limited to the conditions of Section 11, titled “REPRESENTATIONS, WARRANTIES, AND COVENANTS”, therein by and between Franchisor and Franchisee.

The following is a list of Franchisee directors and officers as of the Effective Date:

Name	Position(s) Held
	President
	Vice President
	Secretary
	Treasurer

Owner represents and warrants to Franchisor that all Equity Interests in Franchisee are disclosed in this Guaranty. Franchisee will disclose to Franchisor such additional information as Franchisor may periodically request concerning all Persons having an Equity Interest in Franchisee. As of the Effective Date:

Name	Mailing Address	% of Equity Interest
Kerrow Holdings, LLC		100%

Owner hereby personally and unconditionally guarantees to Franchisor and its successors and assigns, for the Term and afterward as provided in the Agreement, that Franchisee will punctually pay and perform each and every undertaking, agreement and covenant set forth in the Agreement.

Owner hereby unconditionally agrees to be personally bound by, and personally liable for the breach of, each and every provision in the Agreement, both monetary obligations and obligations to take or refrain from taking specific actions, or to engage or refrain from engaging in specific activities.

Owner consents and agrees that it will render any payment or performance required under the Agreement upon demand if Franchisee fails or refuses punctually to do so.

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Owner consents and agrees that such liability will not be contingent or conditioned upon pursuit by Franchisor of any remedies against Franchisee or any other Person and waives any right it may have to require that an action be brought against Franchisee or any other Person as a condition of his or her liability. Owner further waives protest and notice of default, demand for payment or nonperformance or any obligations guaranteed; and any and all other notices and legal or equitable defenses to which it may be entitled in its capacity as guarantor.

Owner consents and agrees that such liability will not be diminished, relieved or otherwise affected by any extension of time, credit or other indulgence that Franchisor may periodically grant to Franchisee or to any other Person, including, without limitation, the acceptance of any partial payment or performance or the compromise or release of any claims, none of which will in any way modify or amend this Guaranty, which will be continuing and irrevocable during the Term.

Owner waives all rights to payments and claims for reimbursement or subrogation which any of the undersigned may have against Franchisee arising as a result of the undersigned’s execution of and performance under this Guaranty.

IN WITNESS WHEREOF, each of the undersigned has affixed his or her signature as of the date shown above.

OWNER:

___________________________________

By:________________________________

Printed Name:_______________________

Title:______________________________

___________________________________

By:________________________________

Printed Name:_______________________

Title:______________________________

___________________________________

By:________________________________

Printed Name:_______________________

Title:______________________________

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EXHIBIT B

CONFIDENTIALITY AGREEMENT

Kerrow Restaurants, LLC, a Texas limited liability company (“Franchisee”), and on behalf of RARE Hospitality Management LLC, a Delaware limited liability company (“RARE”), and [_________________________], an individual having an address at [____________________________________________________________________________] (“Employee”), hereby enter into this Confidentiality Agreement (“Agreement”), effective as of this _____ day of _____________, 20__ (“Effective Date”) and agree as follows:

1. Franchisee and Employee, for their mutual benefit, desire to have Franchisee disclose to Employee certain Information (defined in Paragraph 2 below) for the purpose of serving as a management employee for Franchisee’s Restaurant (“Purpose”).

2. Information consists of certain business and financial information relating to RARE, and RARE’s restaurant concepts, including strategies, operations information, processes, recipes, internal procedures, specifications, designs, plans, drawings, software, data, prototypes, samples, photographs, mock-ups, or other business and/or technical information, and all copies and derivatives containing such Information, which Franchisee, or its parent or affiliates, considers proprietary or confidential (“Information”). Information may be in any form or medium, tangible or intangible, and may be communicated in writing, orally, or through visual observation.

3. For the duration of Employee’s employment with Franchisee and for a period of five (5) years thereafter, Employee will use Information solely for the Purpose, will not disclose such Information to any third parties without Franchisee’s consent and will reproduce Information only to the extent essential to fulfilling the Purpose.

4. Employee will notify Franchisee immediately upon discovery of any unauthorized use or disclosure of Information, or any other breach of the Agreement by Employee or any representative of Employee, and will cooperate with Franchisee in every reasonable way to help Franchisee regain possession of its Information and prevent its further unauthorized use or disclosure.

5. The covenants of confidentiality set forth in this Agreement will apply after the Effective Date to all Information disclosed to Employee before and after the Effective Date.

6. Upon Franchisee’s request, Employee will either return to Franchisee all Information or, at Franchisee’s option, will certify to Franchisee that all media containing Information have been destroyed. Provided, however, that an archival copy of the Information may be retained

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in the files of Employee’s counsel solely for the purpose of proving the contents of the Information.

7. The foregoing restrictions on Employee’s use or disclosure of Information will not apply to Information that Employee can demonstrate: a) was independently developed by or for the Employee without reference to the Information, or was received without restrictions; b) has become generally available to the public through no wrongful act or breach of confidentiality obligations by the Employee; c) was in the Employee’s possession without restriction or was known by the Employee without restriction at the time of disclosure; or d) is required by a court order to be disclosed; provided, however, that the Employee has given Franchisee prompt notice of such demand for disclosure, has taken reasonable steps to enable Franchisee to seek to protect the confidentiality of the Information required to be disclosed and will disclose only that part of the Information which, in the written opinion of her legal counsel, it is required to disclose.

8. As between the parties, all Information will remain the property of Franchisee. By disclosing Information or executing this Agreement, Franchisee does not grant any license, explicitly or implicitly, under any trademark, patent, copyright, mask work protection right, trade secret or any other intellectual property right. Further, any Information provided by Franchisee hereunder is provided “AS IS” and no warranties are made by Franchisee regarding such Information.

9. Execution of this Agreement and the disclosure of Information pursuant to this Agreement do not constitute or imply any commitment, promise, or inducement by Franchisee to make any purchase or sale, or to enter into any additional agreement of any kind. Moreover, unless otherwise specifically agreed in writing, any knowledge or information which Employee discloses to Franchisee, will not be deemed to be proprietary or confidential and will be acquired by Franchisee free from any restrictions; however, no license under any applicable patent(s) of Employee will be granted or implied.

10. Franchisee’s failure to enforce any provision, right or remedy under this Agreement will not constitute a waiver of such provision, right or remedy.

11. This Agreement and performance hereunder will be interpreted, enforced and governed by the laws of the location in which Employee’s services are performed, without regard to such state’s conflicts of law rules.

12. Employee acknowledges that money damages alone would be an inadequate remedy for the injuries and damages that would be suffered and incurred by Franchisee as a result of Employee’s breach of this Agreement. Therefore, Employee agrees that if Employee violates or threatens to violate this Agreement, Franchisee, in addition to any other remedies it may

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have at law or equity, will be entitled to a restraining order, injunction, or other similar remedy in order to enforce the provisions of this Agreement. In the event Franchisee should seek an injunction hereunder, Employee hereby waives any requirement for the submission of proof of the economic value of any Information or the posting of a bond or any other security. Employee will bear all costs and expenses, including attorneys’ fees and costs, incurred by Franchisee in enforcing the provisions of this Agreement.

13. This Agreement constitutes the entire agreement of the parties with respect to the parties’ respective obligations in connection with Information disclosed hereunder and supersedes all prior oral and written agreements and discussions with respect thereto. Each Party intends that a facsimile of its signature printed by a receiving fax machine be regarded as an original signature and agrees that this Agreement can be executed in counterparts. The parties can amend or modify this Agreement only by a writing duly executed by their respective authorized representatives. Employee will not assign this Agreement without first securing Franchisee’s written consent.

14. RARE will be an intended third-party beneficiary of this Agreement with the full and independent right to enforce each and all of its terms.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives on the date(s) indicated.

FRANCHISEE:

KERROW RESTAURANTS, LLC

a Texas limited liability company

By:________________________________

Name:______________________________

Title:_______________________________

EMPLOYEE:

By:________________________________

Employee Name:_____________________

Date:_______________________________

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EXHIBIT C

ELECTRONIC FUNDS

TRANSFER AUTHORIZATION FORM

Franchisee:
Owner Name:	Phone:
Contact Person:	Title:
Address:

Franchisee hereby authorizes RARE Hospitality Management LLC (“Franchisor”) to initiate entries to the checking or savings account identified below for payment of Royalty Fees, Brand Fund Contributions, Marketing Fees and any other amounts owed by Franchisee to Franchisor or its Affiliates under the LongHorn Steakhouse Franchise Agreement between Franchisor and Franchisee or otherwise and, if necessary, to initiate any adjustments for transactions credited in error.

This authorization will remain in full force and effect until sixty (60) calendar days after Franchisor has received signed written notification from Franchisee of its termination.

Name and Address on Account:___________________________________________

Pay to the order of: RARE Hospitality Management LLC______________________________

Franchisee’s Financial Institution:_________________________________________________

(Name, Address & Phone #)______________________________________________________

Transit/ABA Routing Number:____________________________________________________

Account Number:______________________________________________________________

PLEASE ATTACH A VOIDED CHECK

Signature:_______________________________________	Date:___________________
Printed Name:___________________________________

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LONGHORN STEAKHOUSE FRANCHISE AGREEMENT

ADDENDUM NO. [__]

ACKNOWLEDGEMENT OF EXEMPTION AND PAYMENT DEFERRAL

Effective Date of Franchise Agreement: , 2015

Franchisee:    KERROW RESTAURANTS, LLC, a Texas limited liability company

This Acknowledgment of Exemption and Payment Deferral (“Acknowledgment”) is executed between Franchisee and its Owners signing below and RARE Hospitality Management LLC (“Franchisor”) and hereby amends the Franchise Agreement as described below and deemed incorporated into the Franchise Agreement as if set forth therein. All capitalized terms used herein but not defined have the meanings given to such terms by the Franchise Agreement. Franchisee and its Owners each represents and warrants that those representations and warranties listed below and initialed by Franchisee’s authorized representative are applicable to Franchisee.

I.    Representations and Warranties. Franchisee represents and warrants that those representations and warranties below including the representations and warranties described in paragraphs (1) through (3) below that are initialed by Franchisee’s authorized representative are true, accurate and correct and apply in all respects to Franchisee.

1. FTC Rule Exemptions.

____    a)    Fractional Franchise. As of the Effective Date of the Franchise Agreement:

(i) Franchisee has a reasonable basis to anticipate that the sales arising from Franchisee’s activities under the Franchise Agreement will not exceed 20% of the total combined dollar volume in sales of Franchisee and its affiliates during the first year of operation of the Operating Restaurant pursuant to the Franchise Agreement; and

(ii) Franchisee, any of Franchisee’s current directors or officers, or any current directors or officers of Franchisee’s parent or affiliate has two or more years of experience in a business that is substantially similar to a Restaurant. 16 C.F.R. 436.1, 436.8(a)(2).

____ b)    Minimum Payment Exemption. Franchisee’s obligation to pay the fees and costs due to Franchisor under Section 4 (Fees) of the Franchise Agreement and, if applicable, Sections 5(b) (Re-Opening Assistance), 5(c) (Additional Training), 5(e) (On-Site Remedial Assistance), 7(a) (Computer System), Section 17(c) (Conditions for Approval of Transfer), and 19(b)(2) (Event of Default Fee) of the Franchise Agreement, is deferred until the expiration of the six-month period commencing on the date on which Franchisee’s Operating Restaurant opens for business to the public and expiring on the last day of the sixth month following such date (the “Deferral Period”). Franchisee has not and will not make any payment, and Franchisor will not require Franchisee to make any payment, that exceeds $540 in the aggregate, prior to or during the Deferral Period; provided that Franchisee may at any time purchase at bona fide wholesale prices reasonable amounts of Products (including ingredients) for resale from Franchisor. After the expiration of the Deferral Period, Franchisee must pay all amounts due that have accrued prior to or within the Deferral Period to Franchisor no later than 20th day after the expiration of the Deferral Period. 16 C.F.R. 436.8(a)(1); see also 16 C.F.R. 436.1(s).

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2.    Texas Business Opportunity Act Exclusions.

____ a)    FTC Rule Compliance. Franchisor has (a) complied in all material aspects in Texas with 16 C.F.R § 436 and any other order or action of the Federal Trade Commission; and (b) before offering for sale or selling a franchise in Texas, Franchisor filed the required notice with the Secretary of State containing Franchisor’s name, the name under which Franchisor intends to transact business, and its principal business address. Tex. Bus. & Com. Code § 51.003(b)(8).

Franchisee represents and warrants (i) if Section 1(b) is applicable, that until the expiration of the Deferral Period, the aggregate amount of all fees and any other expenditures related to the development and operation of the Restaurant, if any, paid to Franchisor or any of its Affiliates have not and will not exceed $540, except for the purchase of Products (including ingredients) at bona fide wholesale price for resale; and (ii) it has relied upon its own due diligence and information in connection with its election to purchase a LongHorn Steakhouse franchise. Franchisee has not requested, and pursuant to the above exemptions, Franchisor is not required to comply with the disclosure requirements of the FTC Franchise Rule and Texas Business Opportunity Act, including, without limitation, providing to Franchisee a copy of Franchisor’s LongHorn Steakhouse franchise disclosure document or registering to offer and sell franchises in any relevant jurisdiction. Franchisee disclaims any reliance upon, and acknowledges that Franchisor has not made to Franchisee, any statement, representation or guaranty with respect to the any income, revenue, sales, profits, expenses or potential success of the Restaurant. Franchisee has relied on its own due diligence and information in connection with its election to purchase a LongHorn Steakhouse franchise.

3. Texas Deceptive Trade Practices Act Waivers and Exclusions.

____ a)    WAIVER OF CONSUMER RIGHTS UNDER TEXAS DECEPTIVE TRADE PRACTICES ACT. EACH OF THE UNDERSIGNED, ON BEHALF OF THEMSELVES AND FRANCHISEE, MAKES THE FOLLOWING WAIVER: I ACKNOWLEDGE THAT THERE IS NO SIGNIFICANT DISPARATE BARGAINING POSITION BETWEEN FRANCHISOR AND FRANCHISEE OR ANY OF FRANCHISEE’S OWNERS, AND I WAIVE MY RIGHTS UNDER THE DECEPTIVE TRADE PRACTICES-CONSUMER PROTECTION ACT, SECTION 17.41 ET SEQ., BUSINESS & COMMERCE CODE, A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS. AFTER CONSULTATION WITH AN ATTORNEY OF MY OWN SELECTION, I VOLUNTARILY CONSENT TO THIS WAIVER. Tex. Bus. & Com. Code § 17.42.

____ b)    Business Consumer. As of the Effective Date of the Franchise Agreement, Franchisee is a “business consumer” under the Deceptive Trade Practices Act with assets of at least $25 million or is owned or controlled by a corporation or entity with assets of at least $25 million and therefore is not a “consumer” under the Texas Deceptive Trade Practices Act. Tex. Bus. & Com. Code § 17.45(4).

____ c)    Monetary Exemption. The Franchise Agreement relates to a transaction, project, or set of transactions related to the same project involving total consideration by Franchisee of more than $100,000; in negotiating the Franchise Agreement, Franchisee and each of the undersigned are represented by legal counsel who is not an agent of Franchisor and who was not, directly or indirectly, identified, suggested, or selected by Franchisor; and the Franchise Agreement does not involve Franchisee’s, or if Franchisee is a legal entity, any of its Owners’ residences. Tex. Bus. & Com. Code § 17.49(f).

____ d    Large Monetary Exemption. The Franchise Agreement relates to a transaction, project, or set of transactions related to the same project involving total consideration by Franchisee of more than $500,000 and the Franchise Agreement does not involve Franchisee’s, or if Franchisee is a legal entity, any of its Owners’ residences. Tex. Bus. & Com. Code § 17.49(g).

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II.    Notice of Payments Due. Without limiting the statements in Section 1(b) above, Franchisor will notify Franchisee within 30 days prior to the expiration of the Deferral Period of the date by which Franchisee must make payment in an amount equal to all deferred payments under Sections 4 and Sections 5(b) (Re-Opening Assistance), 5(c) (Additional Training), 5(e) (On-Site Remedial Assistance), 7(a) (Computer System), Section 17(c) (Conditions for Approval of Transfer), and 19(b)(2) (Event of Default Fee) of the Franchise Agreement, if applicable. Thereafter, Franchisee will make all payments due under the Franchise Agreement as required therein.

III.    Acknowledgement and Release. Franchisee and the undersigned each acknowledges and agrees that: (i) it has undertaken an independent investigation and has independently verified each of the acknowledgments of fact set forth in this Acknowledgment; (ii) Franchisor is entering into the Franchise Agreement with Franchisee in reliance upon the facts set forth herein; and (iii) if Franchisee has falsely made any of the acknowledgments, representations, or warranties set forth in this Acknowledgment, Franchisor will have the option to void the Franchise Agreement.

Franchisee and each Owner hereby release and forever discharge Franchisor, any parent, subsidiary, shareholder, or affiliate of Franchisor, its respective officers, directors, members, employees, agents, contractors, and its respective successors, assigns, heirs, and personal representatives from any and all claims, demands, rights, and causes of action of any kind that Franchisee and each Owner now have or hereafter may have on account of or in any way arising out of or related to the offer and sale of the LongHorn Steakhouse franchise, including, without limitation, claims, demands, and causes of action arising out of alleged misrepresentations of any kind or nature whatsoever, alleged breaches of contract (based upon implied, express, estoppel, waiver, or alternative theories of contractual obligation), or breach of any alleged special, trust, agency, or fiduciary relationship, whether asserted or proposed to be asserted by way of claim, setoff, affirmative defense, counterclaim, cross-claim, or third party claim.

This Acknowledgment is executed as of the Effective Date of the Franchise Agreement.

FRANCHISEE

KERROW RESTAURANTS, LLC

a Texas limited liability company

By:________________________________

Name:_____________________________

Title:______________________________

OWNERS

By:________________________________

Name:_____________________________

Title:______________________________

By:________________________________

Name:_____________________________

Title:______________________________

FRANCHISOR

RARE HOSPITALITY MANAGEMENT LLC

a Delaware limited liability company

By:________________________________

Name:_____________________________

Title:______________________________

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EX-21.1

Exhibit 21.1

Subsidiaries of Four Corners Property Trust, Inc. (a Maryland corporation)

Name of Subsidiary	Jurisdiction of Incorporation/Formation
FCPT Garden Properties, LLC	Delaware
FCPT Hospitality Properties, LLC	Delaware
FCPT International Drive, LLC	Delaware
FCPT Keystone Properties, LLC	Delaware
FCPT Keystone Properties 11, LLC	Delaware
FCPT PA Hospitality Properties, LLC	Delaware
FCPT PA Hospitality Properties 11, LLC	Delaware
FCPT Remington Properties, LLC	Delaware
FCPT Restaurant Properties, LLC	Delaware
FCPT Sunshine Properties, LLC	Delaware
FCPT SW Properties, LLC	Delaware
Four Corners GP, LLC	Delaware
Four Corners Operating Partnership, LP	Delaware
Kerrow Holdings, LLC	Texas
Kerrow Restaurants, LLC	Texas

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