DARDEN RESTAURANTS, INC.
MANAGEMENT INCENTIVE PLAN
(as amended May 23, 1996)
A. OBJECTIVE OF THE PLAN
It is the intent of Darden Restaurants, Inc. (the "Company") to provide financial rewards to key executives in
recognition of individual contributions to the success of the Company under the provisions of this Management
Incentive Plan (the "Plan").
Participant awards shall be based on the comparative impact of the position to the overall corporate results as
measured by the position level, salary of the Participant, and the degree to which the individual is able to affect
division/subsidiary, group and corporate results.
Any active key management employee of the Company or any of its subsidiaries, including such members of the
Board and the Chairman as are actively employed by the Company or its subsidiaries, shall be eligible to
participate in the Plan. Eligibility shall not carry any rights to participation nor to any fixed awards under the Plan.
Employees on a commission basis, those who are members of any other company incentive compensation plan,
except the Stock Option and Long-Term Incentive Plans of the Company, and persons acting in a consulting
capacity shall not be eligible.
As early as possible in each fiscal year (the "Plan Year"), management shall recommend from those eligible a list
of proposed Participants in the Plan, and the Compensation Committee of the Board of Directors (the
"Committee") thereupon shall determine and cause to be notified those who have been selected as Participants
for the current Plan Year. Participants shall be those persons holding positions which most significantly affect
operating results and provide the greatest opportunity to contribute to current earnings and the future success of
the Company. During the year, other Participants may be added because of promotion or for other reasons
warranting their inclusion, or Participants may be excluded from active par