DARDEN RESTAURANTS, INC.
RESTAURANT MANAGEMENT AND EMPLOYEE STOCK PLAN OF 2000
(AMENDED AND RESTATED AS OF JULY 26, 2002)
1. PURPOSE OF THE PLAN
The purpose of the Darden Restaurants, Inc. Restaurant Management and Employee Stock Plan of 2000 (the
"Plan") is to assist Darden Restaurants, Inc., its subsidiaries and affiliates (i.e., entities in which Darden
Restaurants, Inc. directly or indirectly owns an equity interest of 25% or more) (collectively, the "Company") in
attracting and retaining able employees, including but not limited to restaurant management employees. The Plan
is designed to provide incentives and awards to employees who may be responsible for the management, growth
and sound development of the restaurants of the Company, and to align the interests of employees with the
interests of the Company's stockholders. The Plan allows the Company to award "Stock Options", "Restricted
Stock" or "Restricted Stock Units" (hereinafter defined) to its employees in lieu of salary increases or other
consideration, compensation or benefits, as an incentive award, or as a bonus, including but not limited to a "sign-
on" award or bonus to a new employee at the time of his or her hiring.
2. EFFECTIVE DATE, DURATION AND SUMMARY OF PLAN
A. Effective Date and Duration
This Plan is effective as of January 1, 2000. Awards may be made under the Plan until January 1, 2004.
B. Summary of Stock Option Provisions for Participants
The stock option ("Stock Option") that may be awarded to an employee under this Plan gives the employee a
right to purchase Darden Restaurants, Inc. "Common Stock" (hereinafter defined) at a fixed price at a future date.
An employee will receive an option agreement in his or her name. The option agreement will contain the term and
other conditions of the option grant, including any consideration the employee will forego or exchange as a
condition of the grant. In general, each option agreement will state the number of shares of Darden Restaurants,