## Notes to Consolidated Financial Statements 

## STOCK PLANS 15 

Plan); the 2002 Stock Incentive Plan (2002 Plan); and the Stock Plan for Directors (Director Stock Plan). We also have two other stock option and stock grant plans under which we no longer can make new awards, although awards outstanding under the plans may still vest and be exercised in accordance with their terms: the Restaurant Management and Employee Stock Plan of 2000 (2000 Plan); and the Stock Option and Long-Term Incentive Conversion Plan (Conversion Plan). All of the plans are administered by the Compensation Committee of the Board of Directors. The 1995 Plan provides for the issuance of up to 33,300,000 common shares in con- nection with the granting of non-qualified stock options, restricted stock, or restricted stock units (RSUs) to key employees. Up to 2,250,000 shares may be granted under the plan as restricted stock and RSUs. No new awards may be made under the 1995 Plan after September 30, 2004. The 2002 Plan provides for the issuance of up to 8,550,000 common shares in connection with the granting of non- qualified stock options, incentive stock options, stock appreciation rights, stock awards, restricted stock, or RSUs to key employees and non-employee directors. Up to 1,700,000 shares may be granted under the plan as restricted stock and RSUs. The Director Stock Plan provides for the issuance of up to 375,000 common shares out of our treasury in connection with the granting of non-qualified stock options and restricted stock and RSUs to non-employee directors. 

We maintain three active stock option and stock grant plans under which new awards may still be issued: the Stock Option and Long-Term Incentive Plan of 1995 (1995 

The 2000 Plan provided for the issuance of up to 5,400,000 shares of common stock out of our treasury as non-qualified stock options, restricted stock, or RSUs. The Conversion Plan provided for the issu- ance of stock options and other awards to our officers and employees in connection with our spin-off from our former parent, General Mills, Inc., in 1995. As noted above, no new awards may be made under the 2000 Plan and Conversion Plan, although awards outstanding under those plans may still vest and be exercised in accordance with their terms. Under all of the plans, stock options are granted at a price equal to the fair value of the shares at the date of grant, for terms not exceeding ten years, and have various vesting periods at the discretion of the Compensation Committee. Outstanding options generally vest over one to four years. Restricted stock and RSUs granted under the 1995, 2000, and 2002 Plans generally vest over periods ranging from three to five years and no sooner than one year from the date of grant. The restricted period for certain grants may be accelerated based on performance goals established by the Compensation Committee. 

We also maintain the Compensation Plan for Non-Employee Directors. This plan provides that non-employee directors may elect to receive their annual retainer and meeting fees in any combination of cash, deferred cash, or our common shares, and authorizes the issuance of up to 105,981 common shares out of our treasury for this purpose. The common shares issuable under the plan have an aggregate fair value equal to the value of the foregone retainer and meeting fees. 

The per share weighted-average fair value of stock options granted during fiscal 2004, 2003, and 2002 was $6.83, $9.01, and $6.05, respectively. 

