Financial Review 2004 Notes to  Consolidated Financial Statements The 2000 Plan provided for the issuance of up to 5,400,000 shares  of common stock out of our treasury as non-qualified stock options,  restricted stock, or RSUs. The Conversion Plan provided for the issu- ance of stock options and other awards to our officers and employees  in connection with our spin-off from our former parent, General Mills,  Inc., in 1995. As noted above, no new awards may be made under  the 2000 Plan and Conversion Plan, although awards outstanding  under those plans may still vest and be exercised in accordance with  their terms. Under all of the plans, stock options are granted at a price  equal to the fair value of the shares at the date of grant, for terms not  exceeding ten years, and have various vesting periods at the discretion  of the Compensation Committee. Outstanding options generally vest  over one to four years. Restricted stock and RSUs granted under the  1995, 2000, and 2002 Plans generally vest over periods ranging from  three to five years and no sooner than one year from the date of grant.  The restricted period for certain grants may be accelerated based on  performance goals established by the Compensation Committee. We also maintain the Compensation Plan for Non-Employee  Directors. This plan provides that non-employee directors may  elect to receive their annual retainer and meeting fees in any  combination of cash, deferred cash, or our common shares, and  authorizes the issuance of up to 105,981 common shares out of our  treasury for this purpose. The common shares issuable under the  plan have an aggregate fair value equal to the value of the foregone  retainer and meeting fees. The per share weighted-average fair value of stock options  granted during fiscal 2004, 2003, and 2002 was $6.83, $9.01, and  $6.05, respectively. We maintain three active stock option and  stock grant plans under which new awards  may still be issued: the Stock Option and  Long-Term Incentive Plan of 1995 (1995  Plan); the 2002 Stock Incentive Plan (2002 Plan); and the Stock  Plan for Directors (Director Stock Plan). We also have two other  stock option and stock grant plans under which we no longer can  make new awards, although awards outstanding under the plans  may still vest and be exercised in accordance with their terms: the  Restaurant Management and Employee Stock Plan of 2000 (2000  Plan); and the Stock Option and Long-Term Incentive Conversion  Plan (Conversion Plan). All of the plans are administered by the  Compensation Committee of the Board of Directors. The 1995 Plan  provides for the issuance of up to 33,300,000 common shares in con- nection with the granting of non-qualified stock options, restricted  stock, or restricted stock units (RSUs) to key employees. Up to  2,250,000 shares may be granted under the plan as restricted stock  and RSUs. No new awards may be made under the 1995 Plan after  September 30, 2004. The 2002 Plan provides for the issuance of up  to 8,550,000 common shares in connection with the granting of non- qualified stock options, incentive stock options, stock appreciation  rights, stock awards, restricted stock, or RSUs to key employees and  non-employee directors. Up to 1,700,000 shares may be granted  under the plan as restricted stock and RSUs. The Director Stock Plan  provides for the issuance of up to 375,000 common shares out of  our treasury in connection with the granting of non-qualified stock  options and restricted stock and RSUs to non-employee directors.  STOCK PLANS 15 Darden Restaurants  51