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. TXRH Executive Employment Agreement – ▇▇▇▇▇▇ Dated: 11/10/2023 /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Signature ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Printed Name COMPANY: Dated: 11/10/2023 By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Secretary TXRH Executive Employment Agreement – ▇▇▇▇▇▇ Signature Page Base Salary: $500,000 Incentive Bonus target: $400,000 (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.
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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. TXRH Executive Employment Agreement – ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ SIGNED: EXECUTIVE: Dated: 11/10/2023 8/14/2025 /s/ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Signature ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Printed Name COMPANY: a Kentucky corporation Dated: 8/14/2025 By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Signature ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Printed Name COMPANY: Dated: 11/10/2023 By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Secretary President TXRH Executive Employment Agreement – ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Signature Page Base Salary: $500,000 630,000 Incentive Bonus target: $400,000 525,000 (which amount shall be prorated based on your 2023 2025 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. .
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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. TXRH Executive Employment Agreement – Dated: 11/30/2025 /s/ M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Signature M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Printed Name a Kentucky corporation Dated: 11/10/2023 12/1/2025 By: /s/ ▇G▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Signature ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Printed Name COMPANY: Dated: 11/10/2023 By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇G▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Secretary TXRH Executive Employment Agreement – ▇▇▇▇▇▇ Signature Page President Base Salary: $500,000 630,000 Incentive Bonus target: $400,000 (which amount shall be prorated based on your 2023 Executive will not initially receive an annual short-term cash incentive bonus upon his appointment relating to his partial 2025 fiscal year service). The Compensation Committee will evaluate and establish a target is currently based on 50% earnings per share growth and 50% pre-tax profits. Depending on bonus amount for his 2026 fiscal year service in conjunction with the level of achievement Compensation Committee’s review 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 other Named Executive Officer’s compensation policy of the Compensation Committee of the Board. for their respective 2026 fiscal year service.
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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. TXRH Executive Employment Agreement – MONROE SIGNED: EXECUTIVE: Dated: 5/17/2023 /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Signature ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Printed Name COMPANY: TEXAS ROADHOUSE MANAGEMENT CORP. Dated: 11/10/2023 5/17/2023 By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Signature ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Printed Name COMPANY: Dated: 11/10/2023 By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Secretary President TXRH Executive Employment Agreement – ▇▇▇▇▇▇ MONROE Signature Page Base Salary: $500,000 Incentive Bonus target: $400,000 (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: $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 obligated to reimburse the Company for a prorated portion of such signing bonus (which amounts shall be prorated on a day-for-day basis).
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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. TXRH Executive Employment Agreement – ▇▇▇▇▇▇▇▇ Dated: 11/10/2023 12/30/2020 /s/ S. ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Signature ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Printed Name COMPANY: Dated: 11/10/2023 By: /s/ S. ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Printed Name Dated: 12/30/2020 By: /s/ W. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇W. ▇▇▇▇ ▇. ▇▇▇▇▇▇, Secretary President TXRH Executive Employment Agreement – ▇▇▇▇▇▇▇▇ Signature Page Base Salary: $500,000 325,000 Incentive Bonus target: $400,000 (which amount shall 200,000 Equity Incentive Grant - RSUs: 7,000 service based restricted stock units, to be prorated based granted on your 2023 fiscal year service). The target is currently based January 8, 2021 and to vest thereafter on 50% earnings per share growth January 8, 2022, subject to certain conditions and 50% pre-tax profits. Depending on the level of achievement of the goals, the bonus may be reduced to limitations set forth in 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 Boardseparate RSU Agreement.
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