Code Section 280G Cap. If the separation pay described in Section 6(a) plus the value of any other compensation or benefits payable pursuant to any other plan or program of the Company that are deemed to be paid or transferred in connection with the Change in Control (the “CIC Benefits”) are payable to Executive in connection with a Change in Control and, if paid, could subject Executive to an excise tax under Code Section 4999 and any similar tax imposed by state or local law as well as any interest and penalties with respect to such tax(es) (the “Excise Tax”), then notwithstanding the provisions of Section 6, the Company shall reduce the CIC Benefits (the “Benefit Reduction”) to $1.00 below the amount necessary to result in Executive not being subject to the Excise Tax. Executive shall bear all expense of, and be solely responsible for, any Excise Tax should no Benefit Reduction be made. The determination of whether any such Benefit Reduction shall be imposed shall be made by a nationally recognized public accounting firm selected by the Company and reasonably acceptable to Executive, and such determination shall be binding on both Executive and the Company. Such accounting firm shall be engaged by and paid by the Company and shall promptly give the Company and Executive a copy of the detailed calculation of any Benefit Reduction. [signature page follows] TXRH Executive Employment Agreement – XXXXXXXX SIGNED: EXECUTIVE: Dated: 12/30/2020 /s/ S. Xxxxxxxxxxx Xxxxxxxx Signature S. Xxxxxxxxxxx Xxxxxxxx Printed Name COMPANY: TEXAS ROADHOUSE MANAGEMENT CORP. Dated: 12/30/2020 By: /s/ W. Xxxx Xxxxxx W. Xxxx Xxxxxx, President TXRH Executive Employment Agreement – XXXXXXXX Signature Page SCHEDULE 1 Year 1 Base Salary: $325,000 Incentive Bonus target: $200,000 Equity Incentive Grant - RSUs: 7,000 service based restricted stock units, to be granted on January 8, 2021 and to vest thereafter on January 8, 2022, subject to certain conditions and limitations set forth in a separate RSU Agreement.
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Code Section 280G Cap. If the separation pay described in Section 6(a) plus the value of any other compensation or benefits payable pursuant to any other plan or program of the Company that are deemed to be paid or transferred in connection with the Change in Control (the “CIC Benefits”) are payable to Executive in connection with a Change in Control and, if paid, could subject Executive to an excise tax under Code Section 4999 and any similar tax imposed by state or local law as well as any interest and penalties with respect to such tax(es) (the “Excise Tax”), then notwithstanding the provisions of Section 6, the Company shall reduce the CIC Benefits (the “Benefit Reduction”) to $1.00 below the amount necessary to result in Executive not being subject to the Excise Tax. Executive shall bear all expense of, and be solely responsible for, any Excise Tax should no Benefit Reduction be made. The determination of whether any such Benefit Reduction shall be imposed shall be made by a nationally recognized public accounting firm selected by the Company and reasonably acceptable to Executive, and such determination shall be binding on both Executive and the Company. Such accounting firm shall be engaged by and paid by the Company and shall promptly give the Company and Executive a copy of the detailed calculation of any Benefit Reduction. [signature page follows] TXRH Executive Employment Agreement – XXXXXXXX XXXXXX SIGNED: EXECUTIVE: Dated: 12/30/2020 3/31/21 /s/ S. Xxxxxxxxxxx Xxxxxxxx X. Xxxxxx Signature S. Xxxxxxxxxxx Xxxxxxxx X. Xxxxxx Printed Name COMPANY: TEXAS ROADHOUSE MANAGEMENT CORP. Dated: 12/30/2020 3/31/21 By: /s/ W. Xxxx Xxxxxx Xxxxx Xxxxxxxx W. Xxxx XxxxxxXxxxx Xxxxxxxx, President Treasurer TXRH Executive Employment Agreement – XXXXXXXX XXXXXX Signature Page SCHEDULE 1 Year 1 Base Salary: $325,000 Salary:$350,000 Incentive Bonus target: $200,000 Equity Incentive Grant - RSUsGrant: 7,000 7,500 service based restricted stock units, to be granted on January 8March 31, 2021 and to vest thereafter on January 8, 2022, subject to certain conditions and limitations set forth in a separate RSU Agreement. TXRH Executive Employment Agreement – XXXXXX
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Code Section 280G Cap. If the separation pay described in Section 6(a) plus the value of any other compensation or benefits payable pursuant to any other plan or program of the Company that are deemed to be paid or transferred in connection with the Change in Control (the “CIC Benefits”) are payable to Executive in connection with a Change in Control and, if paid, could subject Executive to an excise tax under Code Section 4999 and any similar tax imposed by state or local law as well as any interest and penalties with respect to such tax(es) (the “Excise Tax”), then notwithstanding the provisions of Section 6, the Company shall reduce the CIC Benefits (the “Benefit Reduction”) to $1.00 below the amount necessary to result in Executive not being subject to the Excise Tax. Executive shall bear all expense of, and be solely responsible for, any Excise Tax should no Benefit Reduction be made. The determination of whether any such Benefit Reduction shall be imposed shall be made by a nationally recognized public accounting firm selected by the Company and reasonably acceptable to Executive, and such determination shall be binding on both Executive and the Company. Such accounting firm shall be engaged by and paid by the Company and shall promptly give the Company and Executive a copy of the detailed calculation of any Benefit Reduction. [signature page follows] TXRH Executive Employment Agreement – XXXXXXXX XXXXXX SIGNED: EXECUTIVE: Dated: 12/30/2020 11/10/2023 /s/ S. Xxxxxxxxxxx Xxxxxxxx Xxxxxx X. Xxxxxx Signature S. Xxxxxxxxxxx Xxxxxxxx Xxxxxx X. Xxxxxx Printed Name COMPANY: TEXAS ROADHOUSE MANAGEMENT CORP. Dated: 12/30/2020 11/10/2023 By: /s/ W. Xxxx Xxxxxxxxxxx X. Xxxxxx W. Xxxx Xxxxxxxxxxx X. Xxxxxx, President Secretary TXRH Executive Employment Agreement – XXXXXXXX XXXXXX Signature Page SCHEDULE 1 Year 1 Base Salary: $325,000 500,000 Incentive Bonus target: $200,000 Equity Incentive Grant - RSUs: 7,000 service 400,000 (which amount shall be prorated based restricted stock unitson your 2023 fiscal year service). The target is currently based on 50% earnings per share growth and 50% pre-tax profits. Depending on the level of achievement of the goals, the bonus may be reduced to be granted on January 8, 2021 and a minimum of $0 or increased to vest thereafter on January 8, 2022, subject to certain conditions and limitations set forth in a separate RSU Agreementmaximum of two times the base target amount under the current incentive compensation policy of the Compensation Committee of the Board.
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Code Section 280G Cap. If the separation pay described in Section 6(a) plus the value of any other compensation or benefits payable pursuant to any other plan or program of the Company that are deemed to be paid or transferred in connection with the Change in Control (the “CIC Benefits”) are payable to Executive in connection with a Change in Control and, if paid, could subject Executive to an excise tax under Code Section 4999 and any similar tax imposed by state or local law as well as any interest and penalties with respect to such tax(es) (the “Excise Tax”), then notwithstanding the provisions of Section 6, the Company shall reduce the CIC Benefits (the “Benefit Reduction”) to $1.00 below the amount necessary to result in Executive not being subject to the Excise Tax. Executive shall bear all expense of, and be solely responsible for, any Excise Tax should no Benefit Reduction be made. The determination of whether any such Benefit Reduction shall be imposed shall be made by a nationally recognized public accounting firm selected by the Company and reasonably acceptable to Executive, and such determination shall be binding on both Executive and the Company. Such accounting firm shall be engaged by and paid by the Company and shall promptly give the Company and Executive a copy of the detailed calculation of any Benefit Reduction. [signature page follows] TXRH Executive Employment Agreement – XXXXXXXX XXXXX SIGNED: EXECUTIVE: Dated: Dated: 12/30/2020 /s/ S. Xxxxxxxxxxx Xxxxxxxx Xxxxxx X Xxxxx Signature S. Xxxxxxxxxxx Xxxxxxxx Xxxxxx X. Xxxxx Printed Name COMPANY: TEXAS ROADHOUSE MANAGEMENT CORP. Dated: 12/30/2020 By: /s/ W. Xxxx Xxxxxx X. Xxxxxx W. Xxxx Xxxxxx X. Xxxxxx, President TXRH Executive Employment Agreement – XXXXXXXX XXXXX Signature Page SCHEDULE 1 Year 1 Base Salary: $325,000 350,000 Incentive Bonus target: $200,000 120,000 Equity Incentive Grant - RSUsGrant: 7,000 7,500 service based restricted stock unitsunits comprised in the following manner and all subject to certain conditions and limitations set forth in separate RSU Agreements: (i) 1,500 service restricted stock units previously granted on May 5, 2021 and scheduled to vest thereafter on May 5, 2022; (ii) 4,500 service based restricted stock units to be granted on January 8June 15, 2021 and to vest thereafter on January 8, 2022; and (iii) 1,500 service based restricted stock units to be granted on August 4, subject 2021 and to certain conditions and limitations set forth in a separate RSU Agreement. vest thereafter on August 4, 2022 TXRH Executive Employment Agreement – XXXXX
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Code Section 280G Cap. If the separation pay described in Section 6(a) plus the value of any other compensation or benefits payable pursuant to any other plan or program of the Company that are deemed to be paid or transferred in connection with the Change in Control (the “CIC Benefits”) are payable to Executive in connection with a Change in Control and, if paid, could subject Executive to an excise tax under Code Section 4999 and any similar tax imposed by state or local law as well as any interest and penalties with respect to such tax(es) (the “Excise Tax”), then notwithstanding the provisions of Section 6, the Company shall reduce the CIC Benefits (the “Benefit Reduction”) to $1.00 below the amount necessary to result in Executive not being subject to the Excise Tax. Executive shall bear all expense of, and be solely responsible for, any Excise Tax should no Benefit Reduction be made. The determination of whether any such Benefit Reduction shall be imposed shall be made by a nationally recognized public accounting firm selected by the Company and reasonably acceptable to Executive, and such determination shall be binding on both Executive and the Company. Such accounting firm shall be engaged by and paid by the Company and shall promptly give the Company and Executive a copy of the detailed calculation of any Benefit Reduction. [signature page follows] TXRH Executive Employment Agreement – XXXXXXXX Page 17 of 19 SIGNED: EXECUTIVE: Dated: 12/30/2020 /s/ S. Xxxxxxxxxxx Xxxxxxx X. Xxxxxxxx Signature S. Xxxxxxxxxxx Xxxxxxx X. Xxxxxxxx Printed Name COMPANY: TEXAS ROADHOUSE MANAGEMENT CORP. Dated: 12/30/2020 By: /s/ W. Xxxx Xxxxxx W. Xxxx Xxxxxx, President TXRH Executive Employment Agreement – XXXXXXXX Signature Page SCHEDULE 1 Year 1 Base Salary: $325,000 450,000 Incentive Bonus target: $200,000 480,000 Equity Incentive Grant - RSUs: 7,000 10,000 service based restricted stock units, to be granted on January 8, 2021 and to vest thereafter on January 8, 2022, subject to certain conditions and limitations set forth in a separate RSU Agreement. Equity Incentive Grant - PSUs: 20,000 performance based restricted stock units, to be granted on January 8, 2021 and to vest thereafter on January 8, 2022, subject to the achievement of defined goals established by the Compensation Committee of the Board.
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Code Section 280G Cap. If the separation pay described in Section 6(a) plus the value of any other compensation or benefits payable pursuant to any other plan or program of the Company that are deemed to be paid or transferred in connection with the Change in Control (the “CIC Benefits”) are payable to Executive in connection with a Change in Control and, if paid, could subject Executive to an excise tax under Code Section 4999 and any similar tax imposed by state or local law as well as any interest and penalties with respect to such tax(es) (the “Excise Tax”), then notwithstanding the provisions of Section 6, the Company shall reduce the CIC Benefits (the “Benefit Reduction”) to $1.00 below the amount necessary to result in Executive not being subject to the Excise Tax. Executive shall bear all expense of, and be solely responsible for, any Excise Tax should no Benefit Reduction be made. The determination of whether any such Benefit Reduction shall be imposed shall be made by a nationally recognized public accounting firm selected by the Company and reasonably acceptable to Executive, and such determination shall be binding on both Executive and the Company. Such accounting firm shall be engaged by and paid by the Company and shall promptly give the Company and Executive a copy of the detailed calculation of any Benefit Reduction. [signature page follows] TXRH Executive Employment Agreement – XXXXXXXX MONROE SIGNED: EXECUTIVE: Dated: 12/30/2020 5/17/2023 /s/ S. Xxxxx Xxxxxxxxxxx Xxxxxxxx Xxxxxx Signature S. Xxxxx Xxxxxxxxxxx Xxxxxxxx Xxxxxx Printed Name COMPANY: TEXAS ROADHOUSE MANAGEMENT CORP. Dated: 12/30/2020 5/17/2023 By: /s/ W. Xxxx Xxxxxx W. Xxxx X. Xxxxxx Xxxxxx X. Xxxxxx, President TXRH Executive Employment Agreement – XXXXXXXX MONROE Signature Page SCHEDULE 1 Year 1 Base Salary: $325,000 500,000 Incentive Bonus target: $200,000 Equity Incentive Grant - RSUs400,000 (which amount shall be prorated based on your 2023 fiscal year service). The target is currently based on 50% earnings per share growth and 50% pre-tax profits. Depending on the level of achievement of the goals, the bonus may be reduced to a minimum of $0 or increased to a maximum of two times the base target amount under the current incentive compensation policy of the Compensation Committee of the Board. Signing Bonus: 7,000 service based restricted stock units$500,000. The signing bonus shall be paid in two (2) equal installments of $250,000 each in the following manner: (i) the first installment will be due and payable on or before July 1, 2023, and (ii) the second installment will be due and payable on or before January 1, 2024. Notwithstanding anything to the contrary contained in this Agreement, in the event Executive resigns or is terminated for Cause in accordance with the terms and conditions of this Agreement on or before June 27, 2024, then Executive shall be granted obligated to reimburse the Company for a prorated portion of such signing bonus (which amounts shall be prorated on January 8, 2021 and to vest thereafter on January 8, 2022, subject to certain conditions and limitations set forth in a separate RSU Agreement. day-for-day basis).
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