TEXAS ROADHOUSE, INC. 2004 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT

Exhibit 10.19

TEXAS ROADHOUSE, INC.
2004 EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT

        Unless otherwise defined herein, the terms defined in the Texas Roadhouse, Inc. 2004 Equity Incentive Plan (the "Plan") will have the same defined meanings in this Restricted Stock Unit Award Agreement (the "Agreement").

I.      NOTICE OF GRANT OF RESTRICTED STOCK UNITS

        Pursuant to the Plan, Grantee has been granted Stock Bonus units (referred to as "Restricted Stock Units") which represent the right to receive shares of the Class A common stock of the Company (the "Shares"), subject to satisfaction of the vesting provisions contained in this Agreement and the Restricted Stock Unit Grant Notice (the "Grant Notice") (the form of which is attached hereto and incorporated herein as Exhibit "A") and to the other terms and conditions of the Plan, this Agreement and the Grant Notice.

II.     AGREEMENT

        1.     Grant of Restricted Stock Units.     The Company hereby grants to the Grantee, and the Grantee hereby accepts the grant subject to the terms set out, the conditional right to receive one Share for each Restricted Stock Unit granted as set forth in the Grant Notice and subject to the terms and conditions of the Plan, which is incorporated herein by reference.

        2.     Termination of Continuous Service.     In the event the Grantee's Continuous Service terminates for any or no reason (including death or Disability) prior to the Vesting Date, the right to receive Shares will be forfeited by Grantee.

        3.     Transfer Prohibited.     Grantee may not assign, transfer, pledge or encumber in any way Grantee's right to receive Shares hereunder. Any attempted transfer or assignment will be void.

        4.     Issuance of Shares Upon Vesting.     Provided Grantee has been in Continuous Service from the Grant Date to the Vesting Date, the Company will cause its transfer agent to issue in book entry the number of Shares granted to Grantee, less Shares withheld for withholding taxes under Section 7 below or Shares withheld under Section 14 below, if any, to Grantee as of the Vesting Date. If the Vesting Date set forth in the Grant Notice is a Saturday, Sunday or legal or banking holiday, the Vesting Date will be adjusted to be that date which is the next following business day. Grantee shall be considered the owner of the Shares for purposes of voting rights, dividends and taxation of the Shares as of the Vesting Date.

        5.     Adjustments.     Subject to the terms hereof, if, from time to time, there is (i) any stock dividend, stock split or other change in the Shares, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, or other similar corporate transaction or event which affects the Shares, in each case, such that an adjustment is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended by the Company with respect to Restricted Stock Units granted hereunder, then the number of Restricted Stock Units granted hereunder shall automatically be proportionately adjusted by the Company so that benefits hereunder are not enlarged or diminished.

        6.     Assumption or Substitution on Change in Control.     Upon a Corporate Transaction that is a change in ownership under Treasury Regulation Section 1.409A-3(i)(5)(v) (generally, a person or group acquires more than 50% of the total fair market value or voting power of stock) or that is a change in ownership of assets under Section 1.409A3(i)(5)(vii) (generally, a sale of 40% or more of assets), the Company and the buyer(s) in such transaction may agree that the buyer will assume the Award hereunder or substitute a similar award, and in that case, the Award or substituted award shall continue and be

paid (the Shares or substitute consideration shall be issued or paid) on the Vesting Date as if no Corporate Transaction had occurred, as permitted by Treasury Regulation Section 1.409A-3(i)(5(iv)(B). Any substituted award from the buyer must provide for identical payment timing to this original Award as necessary to continue the short term deferral exception from Code Section 409A. If the buyer in such transaction does not agree to assume or substitute the Award, the Award shall become 100% immediately vested 5 days prior to the Corporate Transaction, and the Company may, in its discretion, pay the Restricted Stock Units at that time in cash rather than issuing Shares to Grantee. Such cash payment shall be equal to the fair value of the Shares on the date they would otherwise be issued in accordance with the p