Performance Stock Units Award
This certifies that [name]
is granted an Award of **[number]* Performance Stock Units,
representing the opportunity to earn shares of Common Stock, no par value,
of Darden Restaurants, Inc., a Florida corporation, on the dates and in the amounts
set forth in the attached Performance Stock Units Award Agreement.
This Performance Stock Units Award is governed by, and subject in all respects to, the terms and conditions of
the Performance Stock Units Award Agreement, a copy of which is attached to and made a part of this document,
and the Darden Restaurants, Inc. 2002 Stock Incentive Plan, a copy of which is available upon request. This
Award Certificate has been duly executed, by manual or facsimile signature, on behalf of Darden Restaurants, Inc.
DARDEN RESTAURANTS, INC.
2002 STOCK INCENTIVE PLAN
PERFORMANCE STOCK UNITS AWARD AGREEMENT
This Performance Stock Units Award Agreement is between Darden Restaurants, Inc., a Florida corporation (the
“Company”), and you, the person named in the attached Award Certificate who is an employee of the Company or one of its
Affiliates. This Agreement is effective as of the date of grant set forth in the attached Award Certificate (the “Grant Date”).
The Company wishes to award to you Performance Stock Units representing the opportunity to earn shares of the
Company’s Common Stock, no par value (the “Common Stock”) or a cash payment in lieu of the Common Stock, subject to the
terms and conditions set forth in this Agreement, in order to carry out the purpose of the Company’s 2002 Stock Incentive Plan
Accordingly, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the
Company and you hereby agree as follows:
1. Award of Performance Stock Units .
The Company hereby grants to you, effective as of the Grant Date, an Award of Performance Stock Units for that number
of Units set forth in the attached Award