DARDEN RESTAURANTS INC
EXHIBIT 10(K), LOANDOC, 10-K FY01
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exh10kloan.txt
<DESCRIPTION>EXHIBIT 10(K), LOANDOC, 10-K FY01
<TEXT>
                                                                   EXHIBIT 10(k)

                                 NON-NEGOTIABLE
                                 PROMISSORY NOTE

$
 ___________________                                      _______________, 20__

         FOR VALUE RECEIVED, (the "Maker") promises to pay to the order of GMRI,
Inc., a Florida  corporation  (which  together with any  successor,  assignee or
endorsee is  hereinafter  referred  to as the  "Holder"),  at 5900 Lake  Ellenor
Drive,  Orlando,  Florida  32809,  or at such  other  place  as the  Holder  may
designate  in writing,  in lawful  money of the United  States of  America,  the
principal  sum of  ______________  and  ____/100  Dollars  ($_______),  together
with interest as  described  below and in  accordance  with the  following terms
and provisions:

         1. Interest Rate; Default Interest Rate.  Interest will  accrue  on the
            ------------------------------------
outstanding  principal balance of this Note at a rate of ______% (the applicable
federal rate for mid-term loans with  semi-annual  compounding  for the month in
which the Note is executed) per annum. In addition, after a default by the Maker
under this Note or under any document  securing  payment of this Note,  interest
will accrue on the outstanding  principal  balance hereof at a rate equal to the
lesser of fifteen percent (15%) per annum or the maximum rate permitted by law.

         2. Interest Payments.  For so  long as the Maker remains on the  active
            -----------------
payroll of Darden Restaurants, Inc. or any of its wholly owned subsidiaries (the
"Company"),  accrued  interest  will be payable in arrears  beginning  in weekly
installments by automatic payroll  deduction on each successive  payroll payment
date of the Company during the term of this Note until all outstanding principal
and  interest  under this Note have been paid in full.  If the Maker  leaves the
active  payroll of the Company  prior to full and final payment of this Note and
does so without  triggering a default or  accelerated  maturity  under the Note,
then  accrued  interest  will be payable  in  arrears  in  monthly  installments
beginning  on the first day of the  first  full  calendar  month  following  the
Maker's  change  in  payroll  status  and  continuing  on the  first day of each
successive  calendar  month until all  outstanding  principal and interest under
this Note have been paid in full.  All prorations  and other  determinations  of
interest  payable  under this Note will be calculated on the basis of the actual
number of days in the calendar  week,  calendar month or calendar year for which
such  proration or  determination  is being made,  and the actual number of days
during which the principal balance remains outstanding.  Unpaid interest will be
compounded semiannually.

         3. Principal Payments. Payment of  the principal of this  Note will  be
            ------------------
made in three  installments on the fifth,  sixth and seventh  anniversary of the
date of this Note.  Twenty-five percent (25%) of the then outstanding  principal
balance  of this  Note  will be due and  payable  on each of the fifth and sixth
anniversaries of the date hereof. On the seventh anniversary of the date of this
Note,  the entire  remaining  outstanding  principal  balance  together with all
accrued unpaid interest will be due and payable.

         4. Security and Purpose of Loan. The Maker's payment and performance of
            ----------------------------
all the  terms  and  conditions  of this  Note  are  secured  by a stock  pledge
agreement  of even date  herewith  executed  by the Maker  and the  Holder  (the
"Pledge Agreement"). The loan evidenced by this Note is made to assist the Maker
in satisfying the terms and conditions of the Fiscal 1998 Stock  Purchase/Option
Award of Darden  Restaurants,  Inc. (the "2000  Award").  The Maker will use all
proceeds  of the loan to  purchase  "Deposit  Shares," as defined in the Special
Terms and Conditions of the 2000 Award, and for no other purpose.

         5. Prepayment.  This  Note  may be  prepaid  in whole or in part at any
            ----------
time without penalty. In addition, partial prepayments of principal will be made
by the Maker if required under the Pledge Agreement.

         6. Default and Accelerated Maturity. If any  amount under  this Note or
            --------------------------------
under the Pledge  Agreement is not paid when due and such default  continues for
five (5) days  thereafter,  the  entire  principal  balance of this Note and all
accrued  interest  thereon  will  become  immediately  due and  payable.  If any
covenant,  term,  condition  or other  provision  in this Note or in the  Pledge
Agreement is not performed, fulfilled, satisfied or met as promised or required,
and such failure does not constitute a monetary default triggering  acceleration
under the  preceding  sentence,  then the  Holder  will  notify the Maker of the
default.  If the default is not fully  rectified  and cured within  fifteen (15)
days after the date of the notice, the entire principal balance of this Note and
all accrued interest thereon will become immediately due and payable.

        Without  limiting   the   generality  of  the   foregoing,  the   entire
outstanding  principal balance of this Note,  together with all accrued interest
thereon, will become immediately due and payable without notice on the following
dates:
         (a) the date of any voluntary or involuntary termination of the Maker's
employment  with the Company,  provided that this  subsection  will not apply to
termination  of the Maker's  employment by (i) death of the Maker,  provided the
debt  evidenced  by this Note is assumed in writing by all heirs,  beneficiaries
and other persons or entities  succeeding to the Maker's  ownership  interest in
all or any  portion of the  "Collateral"  (as  defined in the Pledge  Agreement)
within ninety (90) days after the Maker's death,  (ii)  retirement  after age 55
with at least ten years of service with the Company or its predecessors or (iii)
if approved in writing by the Holder in its sole discretion, early retirement;

         (b) the  date  on  which  the "Collateral"  (as defined in  the  Pledge
Agreement) is withdrawn  from the pledge  account  securing this Note,  provided
that if the  "Collateral"  is only  partially  withdrawn,  principal and accrued
interest under this Note will be payable in the amounts  specified in the Pledge
Agreement; and

         (c) if the  Maker has by that  date  failed  to  purchase and place  on
deposit sufficient  "Deposit Shares" to satisfy his or her "Minimum  Eligibility
Requirement" as more particularly  provided and as such terms are defined in the
Special Terms and Conditions of the 2000 Award.

         7. Right of Set-Off. The Maker expressly agrees that, if  a  default or
            ----------------
accelerated maturity occurs pursuant to Section 6 of this Note, the Holder has a
right of set-off  to  satisfy  the debt  evidenced  by this  Note.  The right of
set-off  will  entitle the Holder (a) to withhold  any  payments  owing from the
Company to the Maker,  including  but not limited to salary and bonus  payments,
pension and retirement  benefits,  and expense  reimbursements,  and (b) to draw
upon any account  maintained  by the Company or its agent for the benefit of the
Maker or in the Maker's  name.  The Holder will  provide  written  notice to the
Maker prior to exercising this right of set-off.

         8. Late Charge. The Maker will pay to the Holder a late charge equal to
            -----------
five  percent  (5%) of any amount due under  this Note but not  received  by the
Holder  within  fifteen (15) days after the due date.  The Maker agrees that the
late charge  will be  collected  not as a penalty,  but as  compensation  to the
Holder for the costs of collecting the late payment.  This provision will not be
construed  to extend the due date for any amount  required to be paid under this
Note.  The  Holder  will have no  obligation  to  accept  any late  payment  not
accompanied by the required late charge.

         9. Waiver; Extensions. Presentment,  demand, notice  of  dishonor,  the
            ------------------
homestead exemption,  and all other exemptions provided the Maker are waived. No
delay,  failure  or  omission  by the  Holder in  exercising  any of its  rights
hereunder or at law or in equity (including,  without  limitation,  the right of
acceleration)  will be construed as a novation of this Note or will operate as a
waiver  or  prevent  the  subsequent  exercise  of any or  all of  such  rights.
Acceptance by the Holder of any sum payable under this Note,  whether before, on
or after  the due date of such  payment,  will not be a waiver  of the  Holder's
right to require  prompt  payment when due of all other sums payable  under this
Note or to exercise any of the Holder's  rights,  powers or remedies  under this
Note.  No extension of the time for any payment  under this Note will operate to
release,  discharge,  modify,  or  otherwise  affect the  liability of the Maker
unless the Holder agrees in writing.

         10. Collection  Costs, Documentary  Stamp Tax  and Other  Expenses. The
             --------------------------------------------------------------
Maker  will  pay all  costs,  fees  and  expenses  (including  court  costs  and
attorneys'  fees)  incurred by the Holder in collecting or attempting to collect
any amount  that  becomes  due under this Note or in seeking  legal  advice with
respect to a default under this Note. In addition,  the Maker will pay all costs
and expenses  arising out of the execution and delivery of this Note,  including
but not  limited  to all  documentary  stamp  taxes and other  taxes that may be
charged or imposed by local, state or federal governments.

         11. Governing Law; Usury.  This Agreement  will be  governed by Florida
             --------------------
Law.  It is the  intention  of the Maker and the Holder to comply with the usury
laws of the United  States and the State of Florida.  Accordingly,  it is agreed
that, notwithstanding any provision in this Note to the contrary, this Note will
not require the  payment of, or permit the  collection  of interest in excess of
the maximum permitted by law.

         12. Notices. All  notices, requests,  demands  and other communications
             -------
with respect to this Note will be in writing and will be delivered by hand, sent
prepaid by air courier or sent by the United  States  mail,  certified,  postage
prepaid, return receipt requested, at the addresses designated below:

         If to Holder:     GMRI, Inc.
                           Attn: Vice President - Compensation & Benefits
                           5900 Lake Ellenor Drive
                           Orlando, Florida 32809

         If to Maker:      ____________________________________________

                           ____________________________________________

                           ____________________________________________

         Any notice, request, demand or other communication delivered or sent in
such manner will be deemed given or made when actually  received by the intended
recipient.  Rejection or other  refusal to accept,  or the  inability to deliver
because of a changed address of which no notice was given,  will be deemed to be
receipt of the notice, request, demand or other communication sent. The Maker or
the  Holder  may change its  address  by  notifying  the other  party of the new
address in any manner permitted by this section.

         13. Amendments Only in Writing.  This Note or  any provision hereof may
             --------------------------
be waived,  changed,  modified or  discharged  only by an  agreement  in writing
signed by the Maker and the Holder.

         14. Time of Essence.   TIME  IS OF THE  ESSENCE  with  respect  to  the
             ---------------
performance by the Maker of each of its obligations hereunder.

         15. Authorization  for  Payroll  Deduction. The  Maker  authorizes  the
             --------------------------------------
Company to deduct amounts due under this Note from payroll  installments payable
by the Company to the Maker.  The Maker  agrees that all  interest  payments due
under  this Note  will be made by way of  payroll  deduction  for so long as the
Maker  remains  on  the  Company's  active  payroll,   and  that  no  additional
authorization, consent or notice will be required for the Company to commence or
continue payroll deduction for these purposes.

         IN WITNESS WHEREOF, the Maker has executed this Note in the County of

________________, _______________________________.

                                        _______________________________________

                                        Name:__________________________________

COUNTY OF __________________________

STATE OF  __________________________


        This instrument was executed before me and in my presence this ________
day of __________________, 2000, in ___________ County, ____________ by
___________________________.

                                        _______________________________________
                                        Notary Public
                                        My Commission Expires:_________________

<PAGE>


                             STOCK PLEDGE AGREEMENT
THIS STOCK PLEDGE AGREEMENT dated as of __________,  20__ (the "Agreement"),  by
and between  __________________ (the "Pledgor"),  ______________ (the "Pledgor's
Spouse") and GMRI, Inc., a Florida  corporation (the "Secured  Party"),  recites
and provides:

RECITALS
--------

         The Pledgor has executed and delivered a promissory note of even date
herewith  (the "Note")  made by the Pledgor  payable to the order of the Secured
Party in the principal  amount of  $__________,  together with accrued  interest
thereon at the rate of ___% (the applicable federal rate for mid-term loans with
semi-annual  compounding for the month in which the Note is executed) per annum.
The Pledgor  has agreed to pledge and  deliver to the Secured  Party as security
for the  payment of the  indebtedness  evidenced  by the Note,  _____  shares of
common stock of Darden Restaurants,  Inc., a Florida corporation,  in accordance
with the terms and conditions set forth in this Agreement.  The Pledgor's Spouse
has agreed to join in the  execution  of this  Agreement  to release all marital
property rights, if any, in and to the "Collateral" (defined below).

PLEDGE AGREEMENT
----------------

         NOW, THEREFORE, the parties to this Agreement agree as follows:

         1. Pledge of Collateral. The Pledgor hereby assigns and delivers to the
            --------------------
Secured Party,  with appropriate stock powers and endorsements in blank or other
appropriate  instruments of assignment,  ______ shares of common stock of Darden
Restaurants,  Inc.  (Such  securities,  and any  replacements  or  substitutions
thereof,  and all  accessions  thereto,  are referred to in this document as the
"Collateral").  All of the Collateral  will be held by the Secured Party subject
to the terms and conditions of this Agreement.

         2. Certificates. The Pledgor  agrees to deliver promptly to the Secured
            ------------
Party,  with  stock  powers  or  endorsements  in  blank  or  other  appropriate
instruments  of  assignment,   all  certificates  (if  any)  representing  stock
dividends  or stock  splits or rights to purchase or  subscribe  for  additional
stock, or other rights,  accessions or increments with respect to any securities
constituting a portion of the  Collateral.  Such  certificates  (if any) will be
held by the Secured Party subject to the terms and conditions of this Agreement.

     3.  Secured  Indebtedness.  This  pledge  of  the  Collateral  secures  all
         ---------------------
indebtedness of the Pledgor to the Secured Party evidenced by the Note,including
any attorney's  fees and other expenses  incurred in the collection of the Note.

     4.  Satisfaction of Indebtedness.  Upon payment of the entire  indebtedness
         ----------------------------
of the Pledgor to the Secured Party evidenced by the Note,  this Agreement  will
terminate  and  all the Collateral will be returned and delivered by the Secured
Party to the Pledgor.

        5.  Reduction of  Collateral.   The  Secured Party  has granted  to  the
            -----------------------
Pledgor a certain stock  option  award  dated, pursuant to the Fiscal 1998 Stock
Purchase/Option Award  of  Darden   Restaurants,   Inc.  (the   "2000   Award").
Under  certain circumstances,  more particularly  described in the Special Terms
and  Conditions  of the 2000  Award,  the  Pledgor  may be  entitled  to  reduce
the  Collateral conditioned, however, on a  pro rata payment of the indebtedness
evidenced by the Note. In the event  the Pledgor becomes  entitled to reduce the
Collateral  under the 2000 Award, the Pledgor will  notify the Secured Party and
simultaneously pay to the  Secured  Party  an amount  (the  "Paydown")  equal to
the  principal  then outstanding  under the Note times a fraction, the numerator
of which equals the number of shares of common  stock by which the Collateral is
to be reduced and the denominator of which equals the number of shares of common
stock  comprising the Collateral prior to the reduction.  The Secured Party will
apply the Paydown against the  indebtedness  evidenced  by  the Note and release
to the Pledgor the number of shares of common stock by  which the  Collateral is
to be reduced.

         After full vesting of all Options granted to the Pledgor under the 2000
Award, provided the Pledgor is not then in default under this Agreement or under
the  Note, the Pledgor  may be  entitled to  reduce the  Collateral  upon making
payments of principal under the Note. The Pledgor will notify  the Secured Party
at the  time of  the  principal  payment that a  reduction of  the Collateral is
requested. Upon receipt of the  principal  payment  and the accompanying notice,
the Secured Party will reduce the  Collateral by the  number of shares of common
stock that equals the total of all shares then comprising the Collateral times a
fraction, the numerator of which is  the amount  of principal being paid and the
denominator of which is the total outstanding principal  under the Note prior to
the payment.

         Except as permitted by the 2000 Award or this Agreement, the Collateral
may not be reduced or otherwise released prior to the full  and final payment of
all indebtedness evidenced by the Note.

         6. Pledgor's Representation.   The  Pledgor  represents,  warrants  and
            ------------------------
covenants that he or she is the lawful  owner of all of the Collateral, free and
clear of all  liens  or claims  of any  sort  whatsoever, other  than  the  lien
established by  this Agreement, and  that he or she will maintain the Collateral
free of all such liens or claims until all indebtedness evidenced by the Note is
fully and finally paid.

         7. Further Assurances. The Pledgor  covenants and agrees to execute and
            ------------------
deliver or cause to be executed and delivered, and to  do or make or cause to be
done or made, upon  the request of  the  Secured Party, any and all  agreements,
instruments, acts  or things, supplemental, confirmatory  or otherwise,  as  may
reasonably be required by the Secured Party for the purpose of, or in connection
with, perfecting  and completing the pledge of the Collateral in accordance with
the terms and conditions of this Agreement.

         8. Dividends  and Voting  Rights. So long as  there exists  no event of
            -----------------------------
default under this Agreement or under  the  Note, subject  to the  provisions of
paragraphs 2 and 9 hereof, the Pledgor  will have and enjoy all rights attaching
to the Collateral, including the right to receive all dividends and the right to
exercise any and all voting rights.

         9. Default and Remedies. In the event of any default by the  Pledgor in
            --------------------
the payment of any sum under this Agreement or any indebtedness of the Pledgor
evidenced by the Note, which default continues for a period of five (5)
days,  or any  other  default  under  the Note or  under  this  Agreement  which
continues  for a period of fifteen (15) days after  written  notice given by the
Secured Party to the Pledgor in accordance  with the provisions of the Note, all
right,  title and ownership in and to the Collateral will transfer ipso facto to
the Secured Party, at its option.  The transfer of the Collateral to the Secured
Party will include all rights  attaching to the Collateral,  including the right
to receive all  dividends  and the right to exercise any and all voting  rights.
Such  transfer  and delivery of the  Collateral  will be accepted by the Secured
Party in full or partial satisfaction of the outstanding  indebtedness evidenced
by the Note, which  indebtedness will be reduced by an amount equal to the value
of the Collateral on the date of its delivery to the Secured Party. The value of
the  Collateral  will be  calculated on the basis of the closing price of Darden
Restaurants,  Inc.  common  stock on the New York Stock  Exchange on the date of
transfer to the Secured Party. If the value of the Collateral is insufficient to
discharge the outstanding  indebtedness  and other costs and expenses owed under
the Note and this Agreement,  the Pledgor will remain liable for the deficiency.
If the value of the Collateral  equals or exceeds the  outstanding  indebtedness
and other costs and expenses owed under the Note and this Agreement, the Secured
Party will  transfer to the  Pledgor any overage in the form of common  stock of
Darden  Restaurants,  Inc.  with a cash payment for any  fractional  share,  and
thereafter the Pledgor will have no other or further liability arising from such
indebtedness.

         10. Expenses. The  Pledgor will pay any and all expenses related to the
             --------
execution  of this  Agreement   and  pledge  of  the  Collateral,  including any
taxes or assessments imposed by local, state or federal governments. The Pledgor
will also pay all costs of collection and  enforcement of this Agreement and the
Note (including  reasonable  attorneys' fees) in the event of default or failure
of the Pledgor to fulfill any term,  covenant or condition under this Agreement,
the Note, or the 2000 Award. Any other expenses incurred in connection with this
Agreement or the pledge of the Collateral hereunder will be borne by the Secured
Party and will not be charged against or paid from the Collateral.

     11.  Binding  Agreement;  Governing  Law. This Pledge  Agreement  will bind
          -----------------------------------
the  parties  hereto  and  their  respective  heirs,  personal  representatives,
successors and assigns. This Agreement will be governed by Florida Law.

     12. Joinder of  Pledgor's  Spouse.   The  Pledgor's  Spouse  joins  in  the
         -----------=-----------------
execution of this  Agreement to evidence his or her consent to the pledge of the
Collateral  by the Pledgor,  and to release  any and all marital rights that may
exist in and to the Collateral.


         IN WITNESS WHEREOF,  the Pledgor,  the Pledgor's Spouse and the Secured
Party  have executed  or caused this Pledge  Agreement to  be executed  in their
names as of the date first above written.

PLEDGOR                                     PLEDGOR'S SPOUSE


_____________________________________       ____________________________________

Name:________________________________       Name:_______________________________




<PAGE>



SECURED PARTY

GMRI, INC.

By:    ______________________________________________

Title: ______________________________________________



COUNTY OF _________________________

STATE OF  _________________________


This instrument was executed  before me  and in my  presence this _______ day of
____________________, 20__, in ________ County, ___________, by _______________.


                                        ________________________________________
                                        Notary Public
                                        My Commission Expires:__________________
COUNTY OF  ________________________

STATE OF   ________________________


This instrument was executed before me and in my presence this ___ day of
____________, 20___, in _____________ County, _____________ by ________________.



                                        ________________________________________
                                        Notary Public
                                        My Commission Expires:__________________
COUNTY OF __________________________

STATE OF  __________________________


The foregoing instrument was acknowledged before me this ___ day of __________,
20___, by _____________________________ of   GMRI,    Inc.,    a   Florida
corporation, on behalf of the corporation.



                                        ________________________________________
                                        Notary Public
                                        My Commission Expires:__________________

</TEXT>
</DOCUMENT>
