DARDEN RESTAURANTS, INC.
2002 STOCK INCENTIVE PLAN
Section 1. Purpose .
The purpose of the Plan is to promote the interests of the Company and its shareholders by aiding the Company in
attracting and retaining employees, officers, consultants, advisors and non-employee Directors capable of assuring the future
success of the Company, to offer such persons incentives to put forth maximum efforts for the success of the Company’s
business and to compensate such persons through various stock-based arrangements and provide them with opportunities for
stock ownership in the Company, thereby aligning the interests of such persons with the Company’s shareholders.
Section 2. Definitions .
As used in the Plan, the following terms shall have the meanings set forth below:
(a) “Affiliate” shall mean (i) any entity that, directly or indirectly through one or more intermediaries, is controlled by the
Company and (ii) any entity in which the Company has a significant equity interest, in each case as determined by the
(b) “Award” shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Dividend
Equivalent, Stock Award or Other Stock-Based Award granted under the Plan.
(c) “Award Agreement” shall mean any written agreement, contract or other instrument or document evidencing an Award
granted under the Plan. An Award Agreement may be in an electronic medium and need not be signed by a representative of
the Company. Each Award Agreement shall be subject to the applicable terms and conditions of the Plan and any other terms
and conditions (not inconsistent with the Plan) determined by the Committee.
(d) “Board” shall mean the Board of Directors of the Company.
(e) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated
(f) “Committee” shall mean the Compensation Committee of the Board. The Committee shall be comprised of not less than
such number of Directors as shall be r