DARDEN RESTAURANTS, INC. MANAGEMENT AND PROFESSIONAL INCENTIVE PLAN

EXHIBIT 10(a)

DARDEN RESTAURANTS, INC.

MANAGEMENT AND PROFESSIONAL

INCENTIVE PLAN

TABLE OF CONTENTS

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PART I

DEFINITIONS

The term “Actively Employed” means the Participant is deemed to be an active employee of the Company, as determined in accordance with the Company’s policies and procedures, provided that the period during which a Participant is “Actively Employed” will not include any leave of absence period, except as otherwise determined by the Company’s policies and procedures.

The term “Additional Incentive Award” means a Participant’s additional incentive award granted under Part IV of this Plan.

The term “Agent” means the Company or such other entity as the Committee may designate to fulfill the responsibilities of “Agent” under this Plan.

The term “Award” means any Base Incentive Award and/or Additional Incentive Award granted under this Plan.

The term “Base Incentive Award” means a Participant’s base incentive award granted under Part III of this Plan.

The term “Board” means the Board of Directors of the Company.

The term “Change of Control” means the occurrence of any of the following events:

The term “Committee” means the Compensation Committee of the Board.

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The term “Common Stock” or “Stock” means the common stock of the Company.

The term “Company” means Darden Restaurants, Inc. and its subsidiaries.

The term “Consolidated Earnings” means consolidated net income for the year for which an Award is made, adjusted to omit the effects of unusual and extraordinary items, discontinued operations and the cumulative effects of changes in accounting principles, all as shown on the audited consolidated statement of earnings of the Company and its subsidiaries and as determined in accordance with generally accepted accounting principles.

The term “Management Employee” means any active key management employee of the Company or its subsidiaries, to the extent designated by the Senior Vice President, Human Resources, including such members of the Board and the Chairman as are actively employed by the Company or its subsidiaries.

The term “Matching Restricted Stock” means shares described in Part IV(B) of this Plan.

The term “Original Deposit” means shares deposited pursuant to Part IV(B) of this Plan.

The term “Participant” means an individual selected to be a Participant in accordance with Part II of this Plan.

The term “Plan” means the Darden Restaurants, Inc. Management and Professional Incentive Plan, formerly known as the Darden Restaurants, Inc. Management Incentive Plan.

The term “Plan Year” means the Company’s fiscal year.

The term “Professional Employee” means any professional employee to the extent designated by the Vice President, Compensation.

The term “Stock Matching” means incentive compensation in the form of Common Stock made available by the Company on the condition the Participant deposits a specified amount of Common Stock with the Company.

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The term “Stock Matching Provisions” means the provisions set forth in Part IV(B) of this Plan.

PART II

GENERAL PROVISIONS

It is the intent of the Company to provide financial rewards to key management and professional employees in recognition of individual contributions to the success of the Company under the provisions of this Plan. As such, the Committee has designed this Plan to accomplish such objectives. Participant Awards will be based on the comparative impact of the Participant’s position to the overall corporate results as measured by the degree to which the individual is able to affect division/subsidiary, group and corporate results.

Any Management Employee and any Professional Employee will be eligible to participate in the Plan. Eligibility will not carry any rights to participation nor to any fixed Awards under the Plan.

As early as possible in each Plan Year, management will recommend a list of proposed Participants in the Plan, and the Committee thereupon will determine those who have been selected as Participants for the current Plan Year. Participants will be those persons holding positions, which significantly affect operating results, while providing the 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, and Participants may be excluded from active participation because of demotion or other reasons warranting their exclusion. In order to receive an Award, a Participant must be Actively Employed as of the end of the Plan Year for which such Award is made, unless the Participant’s termination is due to death or retirement on or after age 55 and 10 years of service during the Plan Year. In all events in which a Participant is eligible to receive an Award, the Award will be prorated based on the total days employed during the Plan Year in a position eligible for participation in the Plan.

PART III

BASE INCENTIVE AWARDS

The size of a Participant’s Base Incentive Award under this Plan will be based on both individual and corporate performance, relative to pre-established performance objectives.

Individual performance for the Plan Year will be determined as follows:

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At the beginning of each Plan Year, the Committee will establish corporate and/or unit performance targ