DARDEN RESTAURANTS, INC.
2002 STOCK INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
This Restricted Stock 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 a number of shares of the Company's Common Stock, no par value (the
"Common Stock"), subject to certain restrictions as provided in this Agreement, in order to carry out the purpose
of the Company's 2002 Stock Incentive Plan (the "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 Restricted Stock. The Company hereby grants to you, effective as of the Grant Date, an Award of
Restricted Stock for that number of shares of Common Stock set forth in the attached Award Certificate (the
"Shares"), on the terms and conditions set forth in this Agreement and the Award Certificate and in accordance
with the terms of the Plan.
2. Rights with Respect to the Shares. With respect to the Shares, you shall be entitled to exercise the rights of a
shareholder of Common Stock of the Company, including the right to vote the Shares and the right to receive
cash dividends thereon as provided in Section 8 of this Agreement, unless and until the Shares are forfeited
pursuant to Section 5 hereof. Your rights with respect to the Shares shall remain forfeitable at all times prior to
the date or dates on which such rights become vested, and the restrictions with respect to the Shares lapse, in
accordance with Section 3, 4 or 5 hereof.
(a) Subject to the terms and conditions of this Agreement, the Shares shall vest, and the restrictions with respect
to the Shares shall lapse, on the date or dates