DARDEN RESTAURANTS, INC. 2002 STOCK INCENTIVE PLAN

Exhibit 10

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 Committee.

(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. 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 thereunder.

(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 required to permit Awards granted under the Plan to

qualify under Rule 16b-3, and each member of the Committee shall be a

"Non-Employee Director" within the meaning of Rule 16b-3 and an "outside

director" within the meaning of Section 162(m) of the Code. The Company expects

to have the Plan administered in accordance with the requirements for the award

of "qualified performance-based compensation" within the meaning of Section

162(m) of the Code.

(g) "Company" shall mean Darden Restaurants, Inc., a Florida

corporation.

(h) "Director" shall mean a member of the Board.

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(i) "Dividend Equivalent" shall mean any right granted under

Section 6(d) of the Plan.

(j) "Eligible Person" shall mean any employee, officer,

consultant, advisor or non-employee Director providing services to the Company

or any Affiliate whom the Committee determines to be an Eligible Person.

(k) "Exchange Act" shall mean the Securities Exchange Act of

1934, as amended.

(l) "Fair Market Value" shall mean, with respect to any property

(including, without limitation, any Shares or other securities), the fair market

value of such property determined by such methods or procedures as shall be

established from time to time by the Committee. Notwithstanding the foregoing,

unless otherwise determined by the Committee, the Fair Market Value of Shares on

a given date for purposes of the Plan shall be the mean of the high and low

sales prices of the Shares on the New York Stock Exchange as reported in the

consolidated transaction reporting system on such date or, if such Exchange is

not open for trading on such date, on the most recent preceding date when such

Exchange is open for trading.

(m) "Incentive Stock Option" shall mean an option granted under

Section 6(a) of the Plan that is intended to meet the requirements of Section

422 of the Code or any successor provision.

(n) "Non-Qualified Stock Option" shall mean an option granted

under Section 6(a) of the Plan that is not intended to be an Incentive Stock

Option.

(o) "Option" shall mean an Incentive Stock Option or a

Non-Qualified Stock Option.

(p) "Other Stock-Based Award" shall mean any right granted under

Section 6(f) of the Plan.

(q) "Participant" shall mean an Eligible Person designated to be

granted an Award under the Plan.

(r) "Person" shall mean any individual, corporation, partnership,

association or trust.

(s) "Plan" shall mean this Darden Restaurants, Inc. 2002 Stock

Incentive Plan, as amended from time to time.

(t) "Restricted Stock" shall mean any Share granted under Section

6(c) of the Plan.

(u) "Restricted Stock Unit" shall mean any unit granted under

Section 6(c) of the Plan evidencing the right to receive a Share (or a cash

payment equal to the Fair Market Value of a Share) at some future date.

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(v) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the

Securities and Exchange Commission under the Exchange Act or any successor rule

or regulation.

(w) "Shares" shall mean shares of Common Stock, without par

value, of the Company or such other securities or property as may become subject

to Awards pursuant to an adjustment made under Section 4(c) of the Plan.

(x) "Stock Appreciation Right" shall mean any right granted under

Section 6(b) of the Plan.

(y) "Stock Award" shall mean any Share granted under Section 6(e)

of the Plan.

Section 3. Administration.

(a) Power and Authority of the Committee. The Plan shall be

administered by the Committee. Subject to the express provisions of the Plan and

to applicable law, the Committee shall have full power and authority to: (i)

designate Participants; (ii) determine the type or types of Awards to be granted

to each Participant under the Plan; (iii) determine the number of Shares to be

covered by (or the method by which payments or other rights are to be calculated

in connection with) each Award; (iv) determine the terms and conditions of any

Award or Award Agreement, including, without limitation, whether a Participant

shall be required to deposit with the Company shares of Common Stock owned by

the Participant as a condition to receiving an Award; (v) amend the terms and

conditions of any Award or Award Agreement, provided, however, that, except as

otherwise provided in Section 4(c) hereof, the Committee shall not reprice,

adjust or amend the exercise price of Options or the grant price of Stock

Appreciation Rights previously awarded to any Participant, whether through

amendment, cancellation and replacement grant, or any other means; (vi)

accelerate the exercisability of any Award or the lapse of restrictions relating

to any Award; (vii) determine whether, to what extent and under what

circumstances Awards may be exercised in cash, Shares, promissory notes, other

securities, other Awards or other property, or canceled, forfeited or suspended;

(viii) determine whether, to what extent and under what circumstances cash,

Shares, promissory notes, other securities, other Awards, other property and

other amounts payable with respect to an Award under the Plan shall be deferred

either automatically or at the election of the holder of the Award or the

Committee; (ix) interpret and administer the Plan and any instrument or

agreement, including any Award Agreement, relating to the Plan; (x) establish,

amend, suspend or waive such rules and regulations and appoint such agents as it

shall deem appropriate for the proper administration of the Plan; and (xi) make

any other determination and take any other action that the Committee deems

necessary or desirable for the administration of the Plan. Unless otherwise

expressly provided in the Plan, all designations, determinations,

interpretations and other decisions under or with respect to the Plan or any

Award or Award Agreement shall be within the sole discretion of the Committee,

may be made at any time and shall be final, conclusive and binding upon any

Participant, any holder or beneficiary of any Award or Award Agreement, and any

employee of the Company or any Affiliate.

(b) Delegation. The Committee may delegate its powers and

duties under the Plan to one or more Directors (including a Director who is also

a senior executive officer of the

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Company) or a committee of Directors, subject to such terms, conditions and

limitations as the Committee may establish in its sole discretion; provided,

however, that the Committee shall not delegate its powers and duties under the

Plan (i) with regard to officers or directors of the Company or any Affiliate

who are subject to Section 16 of the Exchange Act or (ii) in such a manner as

would cause the Plan not to comply with the requirements of Section 162(m) of

the Code.

(c) Power and Authority of the Board of Directors.

Notwithstanding anything to the contrary contained herein, the Board may, at any

time and from time to time, without any further action of the Committee,

exercise the powers and duties of the Committee under the Plan, unless the

exercise of such powers and duties by the Board would cause the Plan not to

comply with the requirements of Section 162(m) of the Code.

Section 4. Shares Available for Awards.

(a) Shares Available. Subject to adjustment as provided in

Section 4(c) of the Plan, the aggregate number of Shares that may be issued

under all Awards under the Plan shall be 8,550,000. Shares to be issued under

the Plan will be authorized but unissued Shares or Shares that have been

reacquired by the Company and designated as treasury shares. If any Shares

covered by an Award or to which an Award relates are not purchased or are

forfeited or are reacquired by the Company in connection with a deferral

election (including shares of Restricted Stock, whether or not dividends have

been paid on such shares), or if an Award otherwise terminates or is cancelled

without delivery of any Shares, then the number of Shares counted against the

aggregate number of Shares available under the Plan with respect to such Award,

to the extent of any such forfeiture, reacquisition by the Company, termination

or cancellation, shall again be available for granting Awards under the Plan. In

addition, any Shares that are used by a Participant as full or partial payment

to the Company of the purchase or exercise price relating to an Award or in

connection with the satisfaction of tax obligations relating to an Award shall

again be available for granting Awards (other than Incentive Stock Options)

under the Plan.

(b) Accounting for Awards. For purposes of this Section 4, if

an Award entitles the holder thereof to receive or purchase Shares, the number

of Shares covered by such Award or to which such Award relates shall be counted

on the date of grant of such Award against the aggregate number of Shares

available for granting Awards under the Plan.

(c) Adjustments. In the event that the Committee shall

determine that any dividend or other distribution (whether in the form of cash,

Shares, other securities or other property), recapitalization, stock split,

reverse stock split, reorganization, merger, consolidation, split-up, spin-off,

combination, repurchase or exchange of Shares or other securities of the

Company, issuance of warrants or other rights to purchase Shares or other

securities of the Company or other similar corporate transaction or event

affects the Shares such that an adjustment is determined by the Committee to be

appropriate in order to prevent dilution or enlargement of the benefits or

potential benefits intended to be made available under the Plan, then the

Committee shall, in such manner as it may deem equitable, adjust any or all of

(i) the number and type of Shares (or other securities or other property) that

thereafter may be made the

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subject of Awards, (ii) the number and type of Shares (or other securities or

other property) subject to outstanding Awards and (iii) the purchase or exercise

price with respect to any Award.

(d) Award Limitations Under the Plan

(i) Section 162(m) Limitation. No Eligible Person may be

granted Options, Stock Appreciation Rights or any other Award or Awards under

the Plan, the value of which Award or Awards is based solely on an increase in

the value of the Shares after the date of grant of such Award or Awards, for

more than 1,000,000 Shares (subject to adjustment as provided in Section 4(c) of

the Plan) in the aggregate in any calendar year. The foregoing annual limitation

specifically includes the grant of any Award or Awards representing "qualified

performance-based compensation" within the meaning of Section 162(m) of the

Code.

(ii) Limitation on Restricted Stock and Restricted Stock

Units. No more than 1,700,000 Shares, subject to adjustment as provided in

Section 4(c) of the Plan, shall be available under the Plan for issuance

pursuant to grants of Restricted Stock and Restricted Stock Units; provided,

however, that any Shares covered by such Awards that expire, terminate or are

forfeited shall again be available for grants of Restricted Stock and Restricted

Stock Units for purposes of this limitation on grants of such Awards.

(iii) Limitation on Awards Granted to Non-Employee

Directors. Directors who are not also employees of the Company or an Affiliate

may not be granted Awards in the aggregate for more than 5% of the Shares

available for Awards under the Plan, subject to adjustment as provided in

Section 4(c) of the Plan.

(iv) Limitation on Incentive Stock Options. The number of

Shares available for granting Incentive Stock Options under the Plan shall not

exceed 8,550,000, subject to adjustment as provided in the Plan and subject to

the provisions of Section 422 or 424 of the Code or any successor provision.

Section 5. Eligibility

Any Eligible Person shall be eligible to be designated a

Participant. In determining which Eligible Persons shall receive an Award and

the terms of any Award, the Committee may take into account the nature of the

services rendered by the respective Eligible Persons, their present and

potential contributions to the success of the Company, or such other factors as

the Committee, in its discretion, shall deem relevant. Notwithstanding the

foregoing, an