Exhibit 10.33
AMENDMENT TO EMPLOYMENT
AGREEMENT
This Amendment
to Employment Agreement (this "Amendment") is made effective as of
January 1, 2009, by and between OSI Restaurant Partners, LLC
(the "Company"), and Chris T. Sullivan (the
"Executive").
Background
Information
The
parties to this Amendment (the "Parties") entered into an Officer
Employment Agreement as of June 14, 2007 (the "Employment
Agreement"), regarding the Executive's employment relationship with
the Company. The Parties desire to amend the Employment
Agreement in order to comply with the final Treasury Regulations
issued under Section 409A of the Internal Revenue Code of 1986, as
amended (the "Code"). The Employment Agreement, as amended by this
Amendment, is hereinafter collectively referred to as the
"Agreement."
Amendment of the Employment
Agreement
The Parties
hereby acknowledge the accuracy of the foregoing Background
Information and hereby agree as follows:
1.
Definitions . All capitalized
terms used in this Agreement but which are not otherwise defined
herein, shall have the respective meanings given those terms in the
Employment Agreement, as applicable.
2. Business
Expenses . Section 4 (c) of the
Agreement is hereby amended by adding the following to the end
thereof:
"If any
reimbursements under this provision are taxable to the Executive,
such reimbursements shall be paid on or before the end of the
calendar year following the calendar year in which the reimbursable
expense was incurred, and the Company shall not be obligated to pay
any such reimbursement amount for which Executive fails to submit
an invoice or other documented reimbursement request at least
thirty (30) business days before the end of the calendar year next
following the calendar year in which the expense was
incurred. Such expenses shall be reimbursable only to
the extent they were incurred during the term of the
Agreement. In addition, the amount of such
reimbursements that the Company is obligated to pay in any given
calendar year shall not affect the amount the Company is obligated
to pay in any other calendar year. Further, Executive
may not liquidate or exchange the right to reimbursement of such
expenses for any other benefits."
3.
Benefits . Section 4(d) of the Agreement is
hereby amended by adding the following to the end
thereof:
"Such benefits
shall be provided in accordance with any applicable policy, program
or plan provisions. Any taxable welfare benefits
provided to the Executive pursuant to this Section 4 that are not
‘disability pay’ or ‘death benefits’ within
the meaning of Treasury Regulations Section 1.409A-1(a)(5)
(collectively, the ‘Applicable Benefits’) shall be
subject to the following requirements in order to comply with
Section 409A of the Internal Revenue Code of 1986, as amended (the
"Code"). The amount of any Applicable Benefits provided
during one taxable
year shall not
affect the amount of the Applicable Benefits provided in any other
taxable year, except that with respect to any Applicable Benefits
that consist of th