RESTRICTED STOCK
AGREEMENT
THIS RESTRICTED STOCK
AGREEMENT (the
“Agreement”) is made and entered into by and between
OUTBACK STEAKHOUSE, INC., a Delaware corporation (the
“Company”), and DIRK MONTGOMERY
(“Grantee”), effective on the date of commencement of
Grantee’s employment with the Company, under the following
circumstances:
WHEREAS, Grantee is employed by the Company in the
position of Senior Vice President and Chief Financial Officer and,
as a matter of separate inducement and agreement in connection with
Grantee's employment, and not in lieu of any salary or other
compensation for Grantee’s services, the Company desires to
enter into this Agreement with Grantee; and
WHEREAS, the
Company considers it to be in its best interests to provide Grantee
an inducement to acquire an ownership interest in the Company and
thereby an additional incentive to advance the interests of the
Company.
NOW, THEREFORE
, intending to be legally bound, in
consideration of the mutual covenants contained herein, and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as
follows:
On
the effective date hereof the Company hereby grants to One Hundred
Thousand (100,000) shares of the Company’s Common Stock,
$0.01 par value (the “Restricted
Stock”).
The
Restricted Stock has been granted pursuant to the following
provisions of this Agreement:
Section 2. Vesting . The Restricted Stock
will vest as follows:
(a)
Five (5) years from the commencement of Grantee’s employment
with the Company (the “First Vesting Date”) 50,000
shares of Restricted Stock shall vest; provided however if on the
First Vesting Date the market capitalization of the Company exceeds
$6,000,000,000, an additional 10,000 shares of Restricted Stock
shall vest; and
(b)
Seven (7) years from the commencement of Grantee’s employment
with the Company (“Final Vesting Date”) all remaining
shares of Restricted Stock granted herein shall
vest.
(c)
Notwithstanding the foregoing, in the event Grantee’s
employment with the Company is terminated by the Company for any
reason other than death, Disability or Cause (as those capitalized
terms are defined in Grantee’s employment agreement with the
Company) during the time period starting on the third anniversary
of commencement of Grantee’s employment with the Company and
ending on the First Vesting Date, 50,000 shares of Restricted Stock
shall vest immediately upon such termination of Grantee’s
employment with the Company. If Grantee’s employment with the
Company is not terminated by the Company for a reason other than
death Disability or Cause subsequent to the third anniversary of
the commencement of Grantee’s employment with the Company and
prior to the First Vesting Date, this paragraph (c) shall be of no
effect.
Section 3. Purchase Price and Terms . The
purchase price for the Restricted Stock is Zero and 01/100 Dollars
($0.01) per share. Payment shall be made by Grantee upon execution
of this Agreement. The Restricted Stock will be issued in
uncertificated form. The Restricted Stock will be recorded in the
name of the Grantee in the books and records of the Company’s
transfer agent. Upon vesting and Grantee’s compliance with
Section 8 hereof, the Company shall cause
certificates for the Restricted Stock to be issued to
Grantee.
Section 4. Transferability . The
Restricted Stock cannot be transferred or encumbered in any manner
prior to vesting.
Section 5. Termination of Employment .
Except as otherwise provided in paragraph (c) of
Section 2 hereof, if the Grantee does not remain
employed by the Company in
