
                                                                   Exhibit 10(f)

                            DARDEN RESTAURANTS, INC.
                            2002 STOCK INCENTIVE PLAN


                       DARDEN STOCK UNITS AWARD AGREEMENT
                                    (Canada)


     This Darden  Stock Units Award  Agreement  is between  Darden  Restaurants,
Inc., a Florida  corporation (the  "Company"),  and you, the person named in the
attached  Award  Certificate  who is an  employee  of the  Company or one of its
Affiliates. This Agreement is effective as of the date of grant set forth in the
attached Award Certificate (the "Grant Date").

     The Company wishes to award to you a number of Darden Stock Units,  subject
to the terms and conditions  provided in this  Agreement,  in order to carry out
the purpose of the Company's 2002 Stock Incentive Plan (the "Plan").

     Accordingly, for good and valuable consideration,  the receipt and adequacy
of which are hereby acknowledged, the Company and you hereby agree as follows:

     1. Award of Darden Stock Units.

     The Company hereby grants to you,  effective as of the Grant Date, an Award
of Darden Stock Units for that number of Units set forth in the  attached  Award
Certificate (the "Darden Stock Units"),  each Darden Stock Unit representing the
right to receive,  on the vesting date or dates set forth in the attached  Award
Certificate,  one share of the Company's Common Stock, no par value (the "Common
Stock"),  or, at your election,  a cash payment in an amount equal to the Volume
Weighted  Average  Price (as  defined  in Section  7(b)  hereof) of one share of
Common Stock,  on the terms and  conditions  set forth in this Agreement and the
Award Certificate and in accordance with the terms of the Plan.

     2. Rights with Respect to the Darden Stock Units.

     The Darden Stock Units granted  pursuant to the attached Award  Certificate
and this  Agreement are not shares of Common Stock and do not and shall not give
you any of the rights and  privileges  of a shareholder  of Common  Stock.  Your
rights with respect to the Darden Stock Units shall  remain  forfeitable  at all
times prior to the date or dates on which such  rights  become  vested,  and the
restrictions  with respect to the Darden Stock Units lapse,  in accordance  with
Section 3, 4 or 5 hereof.

     3. Vesting.

     Subject to the terms and  conditions  of this  Agreement,  the Darden Stock
Units shall vest,  and the  restrictions  with respect to the Darden Stock Units
shall lapse,  on the date or dates and in the amount or amounts set forth in the
attached Award Certificate if you remain continuously employed by the Company or
an Affiliate of the Company until the respective vesting dates.

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     4. Change of Control.

     Notwithstanding  the vesting  provisions  contained in Section 3 above, but
subject to the other terms and conditions in this Agreement, upon the occurrence
of a Change of Control  (as  defined  below) you shall  become  immediately  and
unconditionally  vested in all  Darden  Stock  Units and the  restrictions  with
respect to all of the Darden  Stock  Units  shall  lapse.  For  purposes of this
Agreement, "Change of Control" shall mean any of the following events:

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

     (b) 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 cease to constitute a majority of the Company's
Board of Directors; or

     (c) the  consummation of a transaction in which the Company ceases to be an
independent  publicly-owned  corporation or the  consummation of a sale or other
disposition of all or substantially all of the assets of the Company.

     5. Early Vesting; Forfeiture.

     If you cease to be employed by the Company or an  Affiliate  of the Company
prior to the  vesting  of the  Darden  Stock  Units  pursuant  to Section 3 or 4
hereof,  your  rights  to  all of the  unvested  Darden  Stock  Units  shall  be
immediately and irrevocably forfeited, except that:

     (a)  if  the  Company  or an  Affiliate  of  the  Company  terminates  your
employment  involuntarily  and not for cause  (as  determined  by the  Committee
administering  the Plan) prior to the vesting of the Darden Stock Units pursuant
to Section 3 or 4 hereof,  and your  combined  age and years of service with the
Company or an Affiliate of the Company  equal at least 70, then any Darden Stock
Units  that  have  not  vested  on the date of  notice  of your  termination  of
employment  but that would have vested  within two years from the date of notice
of termination if your employment had continued shall become  immediately vested
on the date of notice of your termination of employment;

     (b) if you  retire  on or after  age 55 with 10 years of  service  with the
Company or an Affiliate of the Company, prior to the vesting of the Darden Stock
Units pursuant to Section 3 or 4 hereof, you will continue to vest in the Darden
Stock Units as set forth in the Award Certificate; or

     (c) if you die prior to the vesting of the Darden  Stock Units  pursuant to
Section 3, 4 or 5 hereof,  the Darden  Stock Units will vest on a pro rata basis
on the date of your  death,  based on the number of full  months  from the Grant
Date to the date of your death.  No transfer by will or the  applicable  laws of
descent and  distribution of any Darden Stock Units which vest by reason of your
death shall be effective to bind the Company unless the Committee  administering
the Plan shall have been  furnished  with written  notice of such transfer and a
copy of the will or

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such other  evidence  as the  Committee  may deem  necessary  to  establish  the
validity of the transfer.

     6. Restriction on Transfer.

     Until the Darden  Stock  Units vest  pursuant  to Section 3, 4 or 5 hereof,
none of the Darden  Stock  Units may be sold,  assigned,  transferred,  pledged,
attached or  otherwise  encumbered,  and no attempt to transfer the Darden Stock
Units, whether voluntary or involuntary, by operation of law or otherwise, shall
vest the transferee  with any interest or right in or with respect to the Darden
Stock Units.

     7. Conversion of Darden Stock Units;  Issuance of Common Stock; Election to
Receive Cash in Lieu of Common Stock.

     (a) No shares of Common  Stock  shall be issued to you prior to the date on
which the  applicable  Darden Stock Units vest in accordance  with the terms and
conditions of the attached Award  Certificate and this Award Agreement.  After a
Darden Stock Unit vests pursuant to Section 3, 4 or 5 hereof,  and provided that
you have not  elected to receive  cash  pursuant  to Section  7(b)  hereof,  the
Company shall promptly cause to be issued in your name one share of Common Stock
for each vested  Darden  Stock  Unit.  Subject to  deductions  of any amounts on
account of taxes or other  similar  payments  pursuant to Section 9 hereof,  the
Company  shall  promptly  cause  the  shares of Common  Stock  (less any  shares
withheld  to  satisfy  such  amounts)  to be  delivered,  either  by  book-entry
registration or in the form of a certificate or certificates, registered in your
name or in the names of your legal  representatives,  beneficiaries or heirs, as
the case may be. The Company  will not deliver  any  fractional  share of Common
Stock but will pay, in lieu  thereof,  the Fair Market Value of such  fractional
share of Common  Stock.  Any shares of Common Stock  delivered  pursuant to this
Award Agreement shall be newly issued shares.

     (b) In lieu of receiving  shares of Common  Stock  pursuant to Section 7(a)
hereof, you may elect to receive a cash payment in an amount equal to the Volume
Weighted  Average Price (as defined below) of one share of Common Stock for each
vested Darden Stock Unit.  In order to be  effective,  any such election must be
made in writing  delivered  to the  Company at the  address set forth in Section
10(g) hereof not later than 30 days prior to the vesting date of the  applicable
Darden Stock Units.  After a Darden Stock Unit vests pursuant to Section 3, 4 or
5 hereof  for  which  the  Company  has  received  a notice  complying  with the
preceding  sentence,  the Company  shall  promptly make a cash payment to you in
Canadian  Dollars in an amount equal to the Volume Weighted Average Price of one
share of Common  Stock for each  vested  Darden  Stock  Unit  multiplied  by the
exchange  rate  selected  by the  Company for the  conversion  of United  States
Dollars  into  Canadian  Dollars in effect on the vesting  date,  subject to the
deduction of any amounts on account of taxes or other similar payments  pursuant
to Section 9 hereof.  For  purposes of this Award  Agreement,  "Volume  Weighted
Average  Price"  shall mean the U.S.  dollar  amount  per share of Common  Stock
calculated as set forth below:

          (i) If the vesting date for the Darden Stock Unit is a Trading Day (as
     defined below),  the Volume  Weighted  Average Price shall be calculated by
     (A) adding the Daily Volume  Weighted  Average Price (as defined  below) of
     the Common Stock on the vesting

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     date to the Daily Volume Weighted  Average Price of the Common Stock on the
     Trading Day  immediately  preceding  the vesting date and (B) dividing such
     sum by two.

          (ii) If the  vesting  date for the Darden  Stock Unit is not a Trading
     Day, the Volume  Weighted  Average  Price shall be calculated by (A) adding
     the Daily Volume Weighted  Average Price of the Common Stock on the Trading
     Day  immediately  preceding  the vesting date to the Daily Volume  Weighted
     Average Price of the Common Stock on the Trading Day immediately  following
     the vesting date and (B) dividing such sum by two.

          (iii) For purposes of this Award  Agreement,  "Daily  Volume  Weighted
     Average Price" shall mean, for any Trading Day, the U.S.  dollar amount per
     share of Common Stock  calculated  by (A) adding the U.S.  dollar amount of
     each trade (computed as the transaction price times the number of shares of
     Common Stock traded in that  transaction)  during the period  commencing at
     9:30 a.m. Eastern Time and ending at 4:00 p.m. Eastern Time on such Trading
     Day and (B) dividing such sum by the total number of shares of Common Stock
     traded during the period commencing at 9:30 a.m. Eastern Time and ending at
     4:00 p.m. Eastern Time on such Trading Day.

          (iv) For purposes of this Award Agreement,  "Trading Day" shall mean a
     day during which  trading in  securities  generally  occurs on the New York
     Stock  Exchange or, if the Common Stock is not listed on the New York Stock
     Exchange,  the  principal  other  market on which the Common  Stock is then
     traded.

     8. Adjustments.

     In the event that the Committee administering the Plan shall determine that
any  dividend  or other  distribution  (whether  in the form of cash,  shares of
Common Stock,  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 Common  Stock such that an  adjustment  of the Darden Stock Units is
determined by the Committee administering the Plan to be appropriate in order to
prevent dilution or enlargement of the benefits or potential  benefits  intended
to be made available  under the attached Award  Certificate  and this Agreement,
then the Committee  shall, in such manner as it may deem equitable,  in its sole
discretion,  adjust any or all of the  number and type of shares  subject to the
Darden Stock Units.

     9. Taxes.

     (a) You  acknowledge  that you will consult with your  personal tax advisor
regarding  the income tax  consequences  of the grant of the Darden Stock Units,
the vesting of the Darden Stock Units,  the receipt of shares of Common Stock or
cash upon the vesting of the Darden Stock Units and any other matters related to
this  Agreement.  In order to comply with all  applicable  federal,  provincial,
state, local or foreign income tax or other laws or regulations, the Company may
take such action as it deems appropriate to ensure that all applicable  federal,

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provincial, state, local or foreign payroll, withholding, income or other taxes,
or  similar   amounts   (including   pension  plan  and   employment   insurance
contributions),  are collected from you or withheld from any amounts  (including
shares of Common  Stock) paid or delivered to you pursuant to this  Agreement or
otherwise.

     (b) In  accordance  with the  terms of the Plan,  and such  rules as may be
adopted by the Committee  administering  the Plan,  you may elect to satisfy any
applicable tax or other withholding  obligations arising from the vesting of the
Darden  Stock  Units and the  corresponding  receipt  of shares of Common  Stock
pursuant to Section 7(a) hereof by (i) delivering cash (including check,  draft,
money order or wire  transfer  made payable to the order of the  Company),  (ii)
having the Company withhold a portion of the shares of Common Stock otherwise to
be  delivered  having a Fair Market  Value (as defined in the Plan) equal to the
amount  of such  taxes  or  other  amounts  required  to be  withheld,  or (iii)
delivering  to the Company  shares of Common  Stock  having a Fair Market  Value
equal to the amount of such taxes or other amounts required to be withheld.  The
Company will not deliver any  fractional  share of Common Stock but will pay, in
lieu thereof,  the Fair Market Value of such  fractional  share of Common Stock.
Your election must be made on or before the date that the amount of tax or other
similar amount to be withheld is determined.

     (c) In  accordance  with the  terms of the Plan,  and such  rules as may be
adopted by the Committee  administering  the Plan,  the Company will satisfy any
applicable tax or other withholding  obligations arising from the vesting of the
Darden  Stock Units and the  corresponding  receipt of cash  pursuant to Section
7(b) hereof by withholding a portion of the cash otherwise to be delivered equal
to the amount of such taxes or other amounts required to be withheld.

     10. General Provisions.

     (a) Interpretations. This Agreement is subject in all respects to the terms
of the Plan.  A copy of the Plan is  available  upon your  request.  Terms  used
herein which are defined in the Plan shall have the respective meanings given to
such terms in the Plan,  unless otherwise  defined herein. In the event that any
provision of this  Agreement  is  inconsistent  with the terms of the Plan,  the
terms of the Plan shall govern. Any question of administration or interpretation
arising under this Agreement shall be determined by the Committee  administering
the Plan, and such determination shall be final, conclusive and binding upon all
parties in interest.

     (b) No Right to Employment.  Nothing in this Agreement or the Plan shall be
construed  as giving you the right to be  retained as an employee of the Company
or any Affiliate of the Company. In addition, the Company or an Affiliate of the
Company may at any time dismiss you from employment,  free from any liability or
any claim under this  Agreement,  unless  otherwise  expressly  provided in this
Agreement.

     (c)  Reservation  of Shares.  The  Company  shall at all times prior to the
vesting of the Darden  Stock  Units  reserve and keep  available  such number of
shares of Common Stock as will be sufficient to satisfy the requirements of this
Agreement.

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     (d)  Securities  Matters.  The Company shall not be required to deliver any
shares of Common  Stock until the  requirements  of any federal,  provincial  or
state securities or other laws, rules or regulations (including the rules of any
securities  exchange) as may be determined  by the Company to be applicable  are
satisfied.

     (e) Headings.  Headings are given to the sections and  subsections  of this
Agreement solely as a convenience to facilitate  reference.  Such headings shall
not  be  deemed  in  any  way  material  or  relevant  to  the  construction  or
interpretation of this Agreement or any provision hereof.

     (f) Governing  Law. The internal law, and not the law of conflicts,  of the
State of Florida will govern all questions concerning the validity, construction
and effect of this Agreement.

     (g) Notices.  You should send all written notices  regarding this Agreement
or the Plan to the Company at the following address:

                           Darden Restaurants, Inc.
                           Supervisor, Stock Compensation Plans
                           5900 Lake Ellenor Drive
                           Orlando, FL  32809

     (h) Award Certificate.  This Darden Stock Units Award Agreement is attached
to and made a part of an Award  Certificate  and  shall  have no force or effect
unless such Award  Certificate  is duly executed and delivered by the Company to
you.

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