Exhibit 10

                            Darden Restaurants, Inc.

                            Performance Criteria for
                           Annual Cash Bonus Under the
                   Management and Professional Incentive Plan


     Darden  Restaurants,  Inc.  ("we,"  "us" or the  "Company")  uses  cash and
stock-based compensation for three purposes:

     o    To align executives' interests with those of shareholders;
     o    To focus executives on short- and long-term business strategies; and
     o    To reward individual, business unit and corporate performance.

Ultimately,  the  objective  of our  compensation  program  is to  maximize  our
success,  and a  significant  portion of our pay for  executives is variable and
linked to performance.

     Annual incentive  awards are granted by the  Compensation  Committee of our
Board of Directors  ("Committee") to executive officers under our Management and
Professional Incentive Plan ("MIP"), and are paid in cash. A copy of the MIP was
filed as Exhibit  10(h) to our Annual Report on Form 10-K for the year ended May
25, 2003.

     Pursuant to the MIP,  performance goals and maximum payouts are established
annually at the beginning of each fiscal year. The Committee meets, typically in
June, to evaluate the  performance of the Company and each business unit for the
fiscal  year just  ended,  and to  determine  ratings  based on  actual  results
compared to the goals  approved by the  Committee at the inception of the fiscal
year.

     The bonus  paid to each  executive  officer  under the MIP is based on four
factors:  (i) earned salary,  (ii) the normal  incentive  percentage,  (iii) the
individual  rating,  and (iv) the  company  rating.  The  earned  salary is each
executive officer's actual base salary earned for the portion of the fiscal year
during which they were a participant in the MIP. The normal incentive percentage
for executive officers ranges from 35% to 60%. The individual rating ranges from
0  to  1.5,  and  is  determined  by  actual   individual   performance   versus
pre-determined  individual performance goals established at the beginning of the
fiscal year. An additional 0.2 multiplier may be added to the individual  rating
as  a  strategic  imperative  award  that  is  available  to  all  participating
employees,  including  executive  officers,  for extraordinary  contributions in
areas of strategic focus.

     The company rating ranges from 0 to 2.0. For executive  officers other than
business unit presidents, the company rating is determined by actual performance
versus  pre-determined  performance  goals of: (i)  earnings  per share  ("EPS")
(weighted 60%); (ii) return on gross investment  ("ROGI") (20%); and (iii) sales
(20%).  This company  rating



for executive officers other than business unit presidents is referred to as the
"DRI Rating." For business unit presidents,  the company rating is determined by
actual performance versus pre-determined  performance goals of: (i) the business
unit rating (80%);  and (ii) the DRI Rating (20%).  The business unit rating for
the  Presidents  of Red  Lobster  and  Olive  Garden  is based on the  following
financial  measures for the business  unit:  (i) operating  profit  (60%);  ROGI
(20%);  and sales (20%).  The business unit rating for the  presidents of Smokey
Bones and Bahama  Breeze is based on the  following  measures  for the  business
unit:  (i) operating  profit  (40%);  (ii) sales (30%);  and (iii)  quantitative
measures of the quality of operations (30%).

     The maximum bonus payable under the MIP pursuant to the  performance  goals
described  above is 3.4 times the  normal  incentive  percentage.  For the Chief
Executive Officer with a normal incentive percentage of 60%, the bonus may range
from 0 to  204%  of base  salary,  depending  on the  achievement  of the  above
performance goals.

     Under the MIP,  the  Committee  may also  provide  for  bonuses for special
projects.  New restaurant  development is important to us, and the  compensation
structure  for key  employees  in this area is  designed  so that a  significant
portion  of  their  compensation  may be  weighted  toward  long-term  incentive
compensation  payable on achieving  successful results.  Such an arrangement was
made under the MIP in fiscal 2002 with the Company's President, New Business, as
described in the Summary  Compensation Table to our Proxy Statement dated August
18, 2004,  providing for a special bonus payable in cash and restricted stock in
connection with the successful  development of a new restaurant  concept.  Under
the arrangement, during the four-year project period, portions of the annual MIP
bonus may be invested and placed at risk. These bonus portions will be paid with
additional  cash and a grant of  restricted  stock upon approval by the Board of
Directors of the new concept for national rollout, or otherwise forfeited. Other
employees who also participate in new restaurant  development have special bonus
arrangements that are substantially identical to those described above.