TAX MATTERS AGREEMENT

This Tax Matters Agreement (the “ Agreement ”) is entered into as of November 9, 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 Payment (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:

“ 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 Payment ” 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.

“ LongHorn San Antonio Business ” shall have the meaning specified in the Separation and Distribution Agreement.

“ 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.

“ 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 Payment fails 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 Payment does not exceed Darden’s tax basis in the FCPT Common Stock immediately

prior to the Cash Payment and Darden distributes the Cash Payment 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 Private Letter 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.

“ 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.

“ 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 November 5, 2015, 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 Private Letter 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 October 21, 2015, as amended.

“ 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, 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.

“ 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 Private Letter Ruling and the Darden Opinions.

“ Tax Materials ” shall mean (A) the Ruling Request, (B) the Private Letter 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 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 1.2      References; 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 2.1      Obligations 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.

(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 2.2      Manner 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) 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 2.3      Obligation 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 2.4      Allocation 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 .

(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 2.5      Transfer 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 2.6      Refunds . 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 amount to which such other Party is entitled within thirty (30) calendar days after the receipt of the refund.

Section 2.7      Carrybacks . 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 2.8      Tax 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 2.9      Amended 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 2.10      Dispute 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 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 2.11      FCPT 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 3.1      Compliance with the Ruling Request, the Private Letter Ruling, and the Tax Opinions .

(c)      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.

(d)      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 (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 3.2      Covenants .

(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:

(iii)      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 sections 1.355-7(h)(3) and (8) of the Treasury Regulations) immediately after the issuance of such common stock; and

(iv)      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 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 4.1      Payments . 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 4.2      Treatment 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 4.3      Notice . 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.

Section 4.4      FCPT 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 5.1      Notice 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 5.2      Control 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 5.3      Control 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 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 5.4      Joint 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 6.1      General . 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 6.2      Consistent 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

Section 7.1      Retention 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 7.2      Confidentiality; 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 7.3      Continuation 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 8.1      Complete 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.

Section 8.2      Counterparts . 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 8.3      Survival 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 8.4      Notices . 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:

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 8.5      Waivers . 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.

Section 8.6      Amendment and Modification . This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties hereto.

Section 8.7      Assignment; 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 8.8      No 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 8.9      Application 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 8.10      Titles 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 8.11      Exhibits 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 8.12      Governing 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.

Section 8.13      Severability . 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.

[remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

 

 

 

TRANSITION SERVICES AGREEMENT

THIS TRANSITION SERVICES AGREEMENT (this " Agreement "), dated November 9, 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 October 21, 2015 (as amended, 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 .

(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 1 hereto (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 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 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.

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.

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.

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.

(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 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:

(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 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.

(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

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.

591 Redwood Highway

Suite 1150

Mill Valley, CA 94941

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 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 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]

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.

EXHIBIT 2

SERVICES TERMINATION REQUEST FORM

                                                                                                                                                                                                                       

Requested Service Termination

EMPLOYEE MATTERS AGREEMENT

BY AND BETWEEN

DARDEN RESTAURANTS, INC.

AND

FOUR CORNERS PROPERTY TRUST, INC.

Dated November 9, 2015

TABLE OF CONTENTS

EMPLOYEE MATTERS AGREEMENT

This EMPLOYEE MATTERS AGREEMENT, dated as of November 9, 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 October 21, 2015 (as amended, 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 1.1      Definitions. 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), 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 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 a n 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.

“ 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.

“ 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 November 9, 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 2.1      Transfer of Employment.

(a)    On or prior to the Distribution Date, FCPT shall provide each FCPT Employee with information 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 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 2.2      Assumption 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 course in 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 2.3      FCPT 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.

Section 2.4      Stock 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 2.5      Time-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 2.6      Compensation 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 3.1      Treatment 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).

(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 3.2      Treatment 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 3.3      Treatment 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. 

(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 3.4      General

(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 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)     E ach 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 4.1      FCPT 401(k) Plan.

(a)      As soon as practicable, but in no event later than fifteen (15) days, 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 401(k) Plan.

(b)      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.

(c)      As of the day following the Distribution Date, or as soon as practicable thereafter, 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 upon establishment of 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.

(d)      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.

(e)      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 4.4      FlexComp Plan.

(f)      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 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

(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. No later than effective December 1, 2015, 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.

(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     

WITHHOLDING; PAYROLL DEDUCTIONS

Section 6.1      Garnishments, 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 7.1      Annual 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 (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 7.2      Individual Arrangements.

(a)      Darden Individual Arrangements . Darden acknowledges and agrees that, except as otherwise provided in this Agreement, 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, 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 7.3      Severance 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 8.1      Employer 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 8.2      Effect 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 8.3      Effect 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 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 8.4      Nonsolicitation 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 8.5      Access 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 9.1      Effect 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 9.2      Relationship 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 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 9.3      Affiliates. 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 9.4      Authorization. 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 9.5      Severability. 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 9.6      Entire 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 9.7      Assignment; 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 9.8      Amendment. 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.

Section 9.9      Rules 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 9.10      Counterparts. 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 .]

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.

FOUR CORNERS PROPERTY TRUST, INC.

Signature Page to Employee Matters Agreement

EXECUTION VERSION

________________________________________________________________________

J.P. Morgan

REVOLVING CREDIT AND TERM LOAN AGREEMENT

dated as of

November 9, 2015

among

Four Corners Operating Partnership, LP,

as Borrower

FOUR CORNERS PROPERTY TRUST, INC.,

as the Company

The Lenders Party Hereto and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

BARCLAYS BANK PLC

and

BANK OF AMERICA, N.A.,

as Syndication Agents

FIFTH THIRD BANK,

GOLDMAN SACHS BANK USA,

MORGAN STANLEY SENIOR FUNDING, INC.,

U.S. BANK, N.A.

and

WELLS FARGO BANK, N.A.,

as Documentation Agents

________________________________________________________________________

J.P. MORGAN SECURITIES LLC,

BARCLAYS BANK PLC

and

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

as Joint Bookrunners and Joint Lead Arrangers

________________________________________________________________________

SCHEDULES:

Schedule DT -- Darden Tenants

Schedule EDL -- Excluded Darden Leases

Schedule ES -- Excluded Subsidiaries

Schedule NGP -- Non-Guarantor Pool

Schedule 2.01 -- Lenders; Commitments

Schedule 3.14 -- Subsidiaries

EXHIBITS:

Exhibit A -- Form of Assignment and Assumption

Exhibit B -- Form of Borrowing Request

Exhibit C-1 -- U.S. Tax Certificate (For Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes)

Exhibit C-2 -- U.S. Tax Certificate (For Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes)

Exhibit C-3 -- U.S. Tax Certificate (For Foreign Participants that are not Partnerships for U.S. Federal Income Tax Purposes)

Exhibit C-4 -- U.S. Tax Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes)

Exhibit D-1 -- Form of Revolving Loan Note

Exhibit D-2 -- Form of Term Loan Note

Exhibit E-1 -- Form of Effective Date Compliance Certificate

Exhibit E-2 -- Form of Compliance Certificate

Exhibit F -- Form of Guaranty

Exhibit G -- Form of Pledge Agreement

Exhibit H -- Form of Darden Lease

Exhibit I -- Asset Transfer Certificate

REVOLVING CREDIT AND TERM LOAN AGREEMENT (as amended, restated, extended, supplemented or otherwise modified from time to time, this “ Agreement ”) dated as of November 9, 2015, among FOUR CORNERS OPERATING PARTNERSHIP, LP , a Delaware limited partnership, as borrower (the “ Borrower ”), FOUR CORNERS PROPERTY TRUST , INC. , a Maryland corporation (the “ Company ”), the LENDERS from time to time party hereto, and JPMORGAN CHASE BANK, N.A. , as Administrative Agent.

WHEREAS , the Borrower has requested that the Lenders make available to the Borrower certain extensions of credit; and

WHEREAS , the Lenders have agreed to make available to the Borrower certain extensions of credit on the terms, and subject to the conditions, set forth in this Agreement;

In consideration of the foregoing premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, and with the intent to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I

Definitions

Section 1.01. Defined Terms . As used in this Agreement, the following terms have the meanings specified below:

“ 1031 Property ” means any Real Property Asset that is at any time held by a “qualified intermediary” (a “ QI ”), as defined in the Treasury Regulations promulgated pursuant to Section 1031 of the Internal Revenue Code, or an “exchange accommodation titleholder” (an “ EAT ”), as defined in Internal Revenue Service Revenue Procedure 2000-37, as modified by Internal Revenue Procedure 2004-51, (or in either case, by one or more Wholly-Owned Subsidiaries thereof, singly or as tenants in common) which is a single purpose entity and has entered into an “exchange agreement” or a “qualified exchange accommodation agreement” with the Borrower or a Wholly-Owned Subsidiary in connection with the acquisition (or possible disposition) of such Real Property Asset by the Borrower or a Wholly-Owned Subsidiary pursuant to, and intended to qualify for tax treatment under, Section 1031 of the Internal Revenue Code.

“ ABR ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the Alternate Base Rate.

“ Additional Credit Extension Amendment ” means an amendment to this Agreement providing for any New Revolving Commitments and/or New Term Loans which shall be consistent with the applicable provisions of this Agreement relating to New Revolving Commitments and/or New Term Loans and otherwise reasonably satisfactory to the Administrative Agent, the Company and the Borrower.

“ Adjusted Annualized Net Operating Income ” means (i) Net Operating Income for the immediately preceding fiscal quarter multiplied by four (4), minus (ii) the Capital Expenditure Reserve.

“ Adjusted EBITDA ” means, with respect to any Person for any period of time, (i) EBITDA for the immediately preceding fiscal quarter multiplied by four (4), minus (ii) the Capital Expenditure Reserve.

“ Adjusted LIBO Rate ” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“ Administrative Agent ” means JPMorgan Chase Bank, N.A. in its capacity as administrative agent for the Lenders.

“ Administrative Questionnaire ” means an administrative questionnaire in a form supplied by the Administrative Agent.

“ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“ Agent Party ” has the meaning assigned to it in Section 9.01(d).

“ Agreement ” has the meaning assigned to it in the recitals.

“ Alternate Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1% and (c) the Adjusted LIBO Rate for a one (1) month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%; provided that the Adjusted LIBO Rate for any day shall be based on the LIBO Rate at approximately 11:00 a.m. London time on such day, subject to the interest rate floors set forth therein. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively.

“ Annualized Assumed Debt Service Payments ” means, with respect to any Person for the immediately preceding fiscal quarter, (i) the assumed principal and interest debt service payments on the amount of Borrowing Base Debt (excluding any Included Swap Exposure) outstanding at the end of such fiscal quarter multiplied by (ii) four (4); provided that for purposes of clause (i), the calculation of assumed payments shall be determined on the basis of “mortgage-style” debt service payments on such Borrowing Base Debt based upon a twenty-five (25)-year amortization schedule and an assumed rate which is the greatest of (i) the interest rate per annum payable in respect of a US Treasury Security having a maturity of ten (10) years plus 2.50% per annum, (ii) 6.00% per annum and (iii) the actual rate of interest applicable to such Borrowing Base Debt (determined taking into account the effect of any interest rate Swap Agreement in relation to such Borrowing Base Debt; provided that such Swap Agreement is permitted pursuant to Section 6.05).

“ Anti-Corruption Laws ” means all laws, rules, and regulations of any jurisdiction applicable to the Company and its Affiliates from time to time concerning or relating to bribery or corruption, including without limitation, the Foreign Corrupt Practices Act of 1977, as amended.

“ Applicable Rate ” means, for any day, with respect to any ABR Loan or Eurodollar Loan, the applicable rate per annum determined as set forth below.

From and after the Effective Date, the Applicable Rates shall be determined as follows:

(i)      for Term Loans and Revolving Loans, the “Eurodollar - Applicable Rate” shall be determined by the range into which the Total Leverage Ratio falls in the table below: