Restricted Stock Award
This certifies that
is granted a Restricted Stock Award for ** * shares of Common Stock,
no par value, of Darden Restaurants, Inc., a Florida corporation.
This Restricted Stock Award is governed by, and subject in all respects to, the terms and conditions of the
Restricted Stock Award Agreement, a copy of which is attached to and made a part of this document, and the
RARE Hospitality International, Inc. Amended and Restated 2002 Long Term 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.
RARE HOSPITALITY INTERNATIONAL, INC.
AMENDED AND RESTATED 2002 LONG TERM 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 RARE Hospitality
International, Inc. Amended and Restated 2002 Long Term 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