0001193125-09-155014 Sample Contracts

AMENDMENT TO EXHIBIT A TO PERFORMANCE STOCK UNITS AWARD AGREEMENT DATED VESTING OF PERFORMANCE STOCK UNITS
Darden Restaurants Inc • July 24th, 2009 • Retail-eating places

Exhibit A to the above-referenced Award Agreement is amended so that, effective for the Annual Performance Periods beginning after May 31, 2009, the number of Annual Performance Stock Units that shall vest, if any, following the end of the applicable Annual Performance Period shall be determined by multiplying the number of Performance Stock Units for such Annual Performance Period by the “Vesting Percentage,” as determined below, provided that the maximum Vesting Percentage for any Annual Performance Period shall be 150% of the Annual Performance Stock Units.

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AMENDED AND RESTATED MANAGEMENT CONTINUITY AGREEMENT
Management Continuity Agreement • July 24th, 2009 • Darden Restaurants Inc • Retail-eating places • Florida

THIS AMENDED AND RESTATED MANAGEMENT CONTINUITY AGREEMENT (the “Agreement”) between Darden Restaurants, Inc., a Florida corporation (the “Corporation”), and (the “Executive”) is hereby entered into as of , amends and restates the original Management Continuity Agreement between the Corporation and the Executive dated as of (the “Original Agreement”), and is effective as of the date hereof.

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