Darden Restaurants, Inc. Management and Professional Incentive Plan



 EXHIBIT 10(a) 
 DARDEN RESTAURANTS, INC. 
 MANAGEMENT AND PROFESSIONAL 
 INCENTIVE PLAN 







 TABLE OF CONTENTS 
  

					
	 	 	 	  	PAGE
	 PART I.
	 	 DEFINITIONS
	  	1
			
	     A.
	 	 Actively Employed
	  	1
	     B.
	 	 Additional Incentive Award
	  	1
	     C.
	 	 Agent
	  	1
	     D.
	 	 Award
	  	1
	     E.
	 	 Base Incentive Award
	  	1
	     F.
	 	 Board
	  	1
	     G.
	 	 Change of Control
	  	1
	     H.
	 	 Committee
	  	1
	     I.
	 	 Common Stock
	  	2
	     J.
	 	 Company
	  	2
	     K.
	 	 Consolidated Earnings
	  	2
	     L.
	 	 Management Employee
	  	2
	     M.
	 	 Matching Restricted Stock
	  	2
	     N.
	 	 Original Deposit
	  	2
	     O.
	 	 Participant
	  	2
	     P.
	 	 Plan
	  	2
	     Q.
	 	 Plan Year
	  	2
	     R.
	 	 Professional Employee
	  	2
	     S.
	 	 Stock Matching
	  	2
	     T.
	 	 Stock Matching Provisions
	  	3
			
	 PART II.
	 	 GENERAL PROVISIONS
	  	3
			
	     A.
	 	 Objective Of The Plan
	  	3
	     B.
	 	 Eligibility
	  	3
	     C.
	 	 Participation
	  	3
			
	 PART III.
	 	 BASE INCENTIVE AWARDS
	  	3
			
	     A.
	 	 Individual Performance
	  	3
	     B.
	 	 Corporate Performance
	  	4
	     C.
	 	 Determination Of Amounts Of Award
	  	4
			
	 PART IV.
	 	 ADDITIONAL INCENTIVE AWARDS
	  	5
			
	     A.
	 	 Cash Or Other Awards
	  	5
	     B.
	 	 Participation In Stock Matching
	  	5
			
	 PART V.
	 	 DEFERRAL OF CASH INCENTIVE AWARDS
	  	6
			
	 PART VI.
	 	 PLAN ADMINISTRATION
	  	7

  

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 PART I 
 DEFINITIONS 
  

	A.	Actively Employed 

 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. 
  

	B.	Additional Incentive Award 

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

	C.	Agent 

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

	D.	Award 

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

	E.	Base Incentive Award 

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

	F.	Board 

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

	G.	Change of Control 

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

	 	(i)	any person (including a group as defined in Section 13(d)(3) of the Securities Exchange Act of 1934) becoming, directly or indirectly, the beneficial owner of twenty percent
(20%) or more of the shares of stock of the Company entitled to vote for the election of directors; 

  

	 	(ii)	as a result of or in connection with any cash tender offer, exchange offer, merger or other business combination, sale of assets or contested election, or combination of the
foregoing, the persons who were directors of the Company just prior to such event shall cease to constitute a majority of the Company’s Board of Directors; or 

  

	 	(iii)	the stockholders of the Company approve an agreement providing for a transaction in which the Company will cease to be an independent publicly-owned corporation or a sale or other
disposition of all or substantially all of the assets of the Company occurs. 

  

	H.	Committee 

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

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	I.	Common Stock 

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

	J.	Company 

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

	K.	Consolidated Earnings 

 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. 
  

	L.	Management Employee 

 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. 
  

	M.	Matching Restricted Stock 

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

	N.	Original Deposit 

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

	O.	Participant 

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

	P.	Plan 

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

	Q.	Plan Year 

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

	R.	Professional Employee 

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

	S.	Stock Matching 

 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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	T.	Stock Matching Provisions 

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

	A.	Objective Of The Plan 

 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. 
  

	B.	Eligibility 

 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. 
  

	C.	Participation 

 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. 
  

	A.	Individual Performance 

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

	 	1.	At the beginning of each Plan Year, each Participant will develop written objectives for the year, which are directly related to specific job accountabilities.


  

	 	2.	The individual objectives will be reviewed with each Participant’s supervisor for acceptance and will become the primary basis for establishing the individual’s
performance for the year. For the Chief Executive Officer, such objectives will be reviewed and approved by the Committee. 

  

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	 	3.	Near the end of each Plan Year, each Participant will submit to his or her supervisor, a summary of accomplishments related to individual performance during the year. Based on this
information and other information related to individual performance or job accountabilities, the supervisor will assess the individual’s performance. 

  

	B.	Corporate Performance 

 At the beginning of
each Plan Year, the Committee will establish corporate and/or unit performance targets, and near the end of each Plan Year, the Committee will establish corporate and/or unit performance ratings, based on generally accepted performance measures to
be selected by the Committee such as, but not limited to, earnings per share, return on cash, return on sales, cash flow, market share, revenue growth, earnings growth, return on gross investment, total shareholder return and operating profits.

  

	C.	Determination Of Amounts Of Award 

 The
Committee acting in its discretion, subject to the maximum amounts set forth below, will determine the amounts of Awards to Participants for any Plan Year. Such determinations, except in the case of the Award for the Chairman of the Board, will be
made after considering the recommendations of the Chairman and such other matters as the Committee will deem relevant. The Committee’s determination of Awards for any Plan Year shall be made no later than the 90th day of the Plan Year. Any
Award which is granted for a period of more than one Plan Year shall be made no later than the 90th day of the first Plan Year. 
 Notwithstanding the foregoing, the maximum Awards payable with respect to any Plan Year to any Participant will not exceed two tenths of one percent (0.2%) of the Company’s annual sales for such year (as reflected in the Company’s
annual audited financial statements for such year). For this purpose, the value of the Common Stock, restricted stock or restricted stock units that are part of any Award will be based on the fair market value of the Common Stock subject to the
Award on the date the Award is made. In all events, however, any Award in the form of cash shall not be paid, and any Award in the form of Common Stock, restricted stock or restricted stock units shall be forfeited, unless the Company has
Consolidated Earnings for the Plan Year for which the Award is granted. Further, an Award based on a period of more than one year will be limited to the aggregate Consolidated Earnings and sales of the Company for such period of years, excluding any
year which the Company has no Consolidated Earnings. 
 Any Award in the form of cash shall not be paid, and any Award in the form of Common
Stock, restricted stock or restricted stock units shall remain subject to risk of forfeiture, until: (a) the Committee receives assurances from both the Company’s Chief Financial Officer and its independent accountants that the Company has
achieved Consolidated Earnings for the Plan Year(s) and that the amount of such Award does not exceed the applicable limitation under this Part III; and (b) the Committee certifies in writing to the Board that the Consolidated Earnings have
been achieved and the applicable limitation has not been exceeded. 
 Awards will be paid in cash, Common Stock, restricted stock or
restricted stock units, or any combination of the foregoing, as determined by the Senior Vice President, Human Resources. Any such Common Stock, restricted stock or restricted stock units shall be issued pursuant to the terms of the Company’s
Stock Option and Long-Term Incentive Plan of 1995, Restaurant Management and Employee Stock Plan of 2000, 2002 Stock Incentive Plan or any successor plan or plans, each as may be amended from time to time. 
  

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 PART IV 
 ADDITIONAL INCENTIVE AWARDS 
  

	A.	Cash Or Other Awards 

 Subject to the terms
and conditions of Part III of this Plan and, where applicable, to the Stock Matching Provisions, a Management Employee is eligible to receive an Additional Incentive Award in the form of cash, or if so determined by the Senior Vice President, Human
Resources, Common Stock, restricted stock or restricted stock units, or any combination of the foregoing. Any Additional Incentive Award, or any part thereof, may be made subject to the Stock Matching Provisions if so determined by the Senior Vice
President, Human Resources. 
  

	B.	Participation In Stock Matching 

 If an
Additional Incentive Award, or any part thereof, is designated as being made subject to the Stock Matching Provisions, then the following provisions shall apply: 
  

	 	1.	A Management Employee under age 55 as of the last day of the Plan Year who is selected to participate in the Stock Matching Provisions of the Plan may do so by depositing shares of
Common Stock based on a percentage of his or her Base Incentive Award, which percentage the Committee will set on an annual basis. Such percentage may vary by employee group and from year to year. 

  

	 	2.	Participants age 55 or over as of the last day of the Plan Year who are selected for Stock Matching may elect full, partial or no participation in the Stock Matching Provisions,
with immediate cash payments being made in an amount equal to 60% of the amount of the Base Incentive Award otherwise eligible for Stock Matching for which the employee has elected to receive cash payment in lieu of Stock Matching.


  

	 	3.	The Company will notify each Management Employee who participates in the Stock Matching Provisions of the maximum number of shares of Common Stock which he or she is permitted to
deposit under the Plan, and each Participant may choose to deposit all or any portion of the number of shares permitted to be deposited. Participants may make their Original Deposit at any time after they receive their Base Incentive Award, but, to
participate in the Stock Matching Provisions of this Plan, Participants must deposit such shares with the Agent no later than the December 31 immediately following the end of the Plan Year for which the Base Incentive Award has been paid.


  

	 	4.	Any Participant who dies, retires on or after attaining age 65, elects early retirement after attaining age 55 and completing 10 years of service, or is permanently disabled and
unable to work as determined by the Senior Vice President, Human Resources, either during a Plan Year or prior to the final date for depositing the Original Deposit shares for such Plan Year (December 31), will not be eligible to participate in the
Stock Matching Provisions, but instead, such Participant, or the Participant’s legal representative, will receive an Additional Incentive Award in Stock or cash, as determined by the Senior Vice President, Human Resources, for the Plan Year in
an amount equal to the amount otherwise eligible for Stock Matching. 

  

	 	5.	On or before the December 31 immediately preceding the end of the Plan Year, Participants must notify the Company in writing of the applicable participation alternatives
elected under the Stock Matching Provisions. Elections regarding Stock Matching participation are effective for the current Plan Year. 

  

	 	6.	 As soon as practical following the Original Deposit by a Participant, the Company will match these shares and either deposit with the Agent for the
Participant’s account matching Common Stock for each share of the Original Deposit or evidence the issuance of matching Common Stock 



  

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for each share of the Original Deposit in book entry form as reflected on the master stockholder records of the Company. All such deposited Stock will be
Matching Restricted Stock, which will be delivered to the Participant upon vesting. Matching Restricted Stock shall have such terms as may be determined from time to time pursuant to the terms of the applicable plan under which such Matching
Restricted Stock is issued; provided, however, that any Matching Restricted Stock granted prior to June 19, 2003 shall include the following terms: 


 The vesting period will be from one (1) to ten (10) years (the “Restricted Period”) as determined by the Committee, and may be accelerated based on performance goals established by the Committee.
In the event of termination after attainment of age 55 and 10 years of service but prior to the completion of the Restricted Period, provided the Participant leaves his or her shares, if any, on deposit, the Participant will vest in all
corresponding shares of Matching Restricted Stock as of the earlier of attainment of age 65 or the end of the Restricted Period. If the Company terminates the Participant’s employment involuntarily and not for cause (as determined by the
Committee) prior to the completion of the Restricted Period, and the sum of the Participant’s age and years of service with the Company equals or exceeds seventy (70), any shares that have not vested on the date of termination of the
Participant’s employment but that would have vested within two (2) years from the date of termination if the Participant’s employment had continued shall become immediately vested on the date of the Participant’s termination of
employment. In the event the Original Deposit Stock is withdrawn or a required deposit was not made, all Matching Restricted Stock will be forfeited to the Company. If termination of employment occurs prior to attainment of age 55 and completion of
10 years of service or prior to the time that the sum of the Participant’s age and years of service with the Company equals or exceeds seventy (70), and prior to completion of the Restricted Period (except for death), such Matching Restricted
Stock will be forfeited to the Company. In the event of the death of a Participant prior to vesting in the Matching Restricted Stock, a pro-rata portion of such shares will vest and be delivered to the Participant’s beneficiary, based on the
ratio of the number of months during which the shares were on deposit prior to the Participant’s death to the number of months in the Restricted Period, with all remaining shares being forfeited. In the event of the death of a Participant prior
to completion of a performance cycle, as established in accordance with the terms of a performance accelerated vesting schedule, a pro-rata portion of such shares will vest and be delivered to the Participant’s beneficiary, at the end of the
performance cycle, based on the ratio of the number of months during which the shares were on deposit prior to the Participant’s death to the number of months completed in the performance cycle, with all remaining shares being forfeited.

  

	 	7.	A Participant may temporarily withdraw all or a portion of the shares on deposit for all Plan Years (other than Matching Restricted Stock) in order to exercise Company stock
options, subject to an equal number of shares of Common Stock being immediately re-deposited with the Agent after such exercise. 

 PART V 
 DEFERRAL OF CASH INCENTIVE AWARDS 
 Subject to rules adopted by the Committee, a Participant may elect to defer all or a portion of a cash Award during each calendar year in accordance with the terms and
conditions of the Company’s FlexComp Plan or any successor plan. 
 In order to defer all or a portion of the cash Award for a particular bonus period,
a Participant must make a valid election under the FlexComp Plan by executing and filing a deferral election form with the Company pursuant to the terms of the FlexComp Plan. 
  

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 PART VI 
 PLAN ADMINISTRATION 
 This Plan will be effective in each fiscal year of the Company and will be administered
by the Committee and the Committee will have full authority to interpret the Plan. Such interpretations of the Committee will be final and binding on all parties, including the Participants, survivors of the Participants, and the Company.

 The Committee will have the authority to delegate the duties and responsibilities of administering the Plan, maintaining records, issuing such rules and
regulations as it deems appropriate, and making the payments hereunder to such employees or agents of the Company as it deems proper. 
 The Board, or if
specifically delegated, its delegate, may amend, modify or terminate the Plan at any time, provided, however, that no such amendment, modification or termination will adversely affect any benefit earned (but not necessarily vested) under the Plan
prior to the date of such amendment or termination, unless the Participant, or the Participant’s beneficiary, becomes entitled to an amount equal to or greater than the value of the adversely affected portion of such benefit under another plan,
program or practice adopted by the Company. Notwithstanding the above, an amendment, modification, or termination affecting previously accrued benefits may not occur after a Change of Control without the written consent of a majority of the
Participants determined as of the day before such Change of Control. 
 This paragraph applies only to a Participant who at any time was or is designated as
an officer-level employee in the Company payroll system with the Peoplesoft identifier “OFC” or its equivalent. Notwithstanding the provisions of Parts III, IV and V of this Plan, if (a) the Company is required to restate its
financial statements due to fraud and (b) the Committee determines that a Participant knowingly participated in such fraud, then the Committee may, in its sole and absolute discretion, at any time within two years following such restatement,
require such Participant to, and such Participant shall immediately upon notice of such Committee determination, return to the Company any cash payments, Awards (including cash dividends) or cash in the amount of any proceeds received by such
Participant or such Participant’s personal representative from the disposition or transfer of any such Awards received by such Participant or such Participant’s personal representative pursuant to Parts III, IV and V of this Plan, in each
case during the period commencing two years before the beginning of the restated financial period and ending on the date of such Committee determination. In addition, all of such Participant’s rights to any cash payments or Awards under this
Plan that are not vested on the date that the Committee makes such determination shall be immediately and irrevocably forfeited, including rights to receive any dividends with respect to any Awards made pursuant to Parts III, IV and V of this Plan.
The Committee shall have the authority and discretion to make any determination regarding the specific implementation of this provision with respect to such Participants. 
 In the event the Company will effect one or more changes, split-ups or combinations of shares of Common Stock or one or more other like transactions, the Board or the Committee may make such adjustment, upward or
downward, in the number of shares of Common Stock to be deposited by the Participants as will appropriately reflect the effect of such transactions. 
 In
the event the Company will distribute shares of a subsidiary of the Company to its stockholders in a spin-off transaction, the shares of stock of the subsidiary distributed to Participants, which are attributable to Restricted Stock, will be vested
and delivered to the Participants subject to any specific instructions of the Committee. 
 Except as otherwise provided in this Plan, neither any benefit
payable hereunder nor the right to receive any future benefit under the Plan may be anticipated, alienated, sold, transferred, assigned, pledged, encumbered, or subjected to any charge or legal process. If any attempt is made to do so, or if a
person eligible for any benefits becomes bankrupt, the Committee, in its sole discretion, may terminate the interest under the Plan of the person affected and may cause the interest to be held or applied for the benefit of one or more of the
dependents of such person or may make any other disposition of such interest that it deems appropriate. 
 All questions pertaining to the construction,
validity and effect of the Plan will be determined in accordance with the laws of the State of Florida and the laws of the United States. 
  

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 Approved by sole stockholder on February 27, 1995, effective May 28, 1995 
 Amended May 23, 1996 
 Approved by shareholders September 19, 1996

 Amended June 21, 1999 
 Amended June 21, 2000
effective as of June 1, 2000, subject to shareholder approval 
 Approved by shareholders September 20, 2000 
 Amended June 19, 2003 
 Amended December 17, 2008 
  

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