0000874691-09-000008 Sample Contracts

SPLIT-DOLLAR AGREEMENT
Split-Dollar Agreement • March 31st, 2009 • Osi Restaurant Partners, LLC • Retail-eating places • Florida

THIS AGREEMENT made and entered into this 8th day of August, 2008, effective as of March 30, 2006 by and between OSI RESTAURANT PARTNERS, LLC (formerly known as OUTBACK STEAKHOUSE, INC.), with principal offices and place of business in the State of Florida (hereinafter referred to as the "Company") and WILLIAM A. ALLEN (hereinafter referred to as the "Employee"),

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2009 • Osi Restaurant Partners, LLC • Retail-eating places

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 Paul E. Avery (the "Executive").

SPLIT-DOLLAR AGREEMENT
Split-Dollar Agreement • March 31st, 2009 • Osi Restaurant Partners, LLC • Retail-eating places • Florida

THIS AGREEMENT made and entered into this 14th day of August, 2008, effective as of August, 2005, by and between OSI RESTAURANT PARTNERS, LLC (formerly known as OUTBACK STEAKHOUSE, INC.), with principal offices and place of business in the State of Florida (hereinafter referred to as the "Company") and NELSON R. AVERY, TRUSTEE OF THE PAUL E. AVERY IRREVOCABLE TRUST DATED FEBRUARY 19, 1999 (hereinafter referred to as the "Trust'),

BONEFISH GRILL, INC. Officer Employment Agreement
Employment Agreement • March 31st, 2009 • Osi Restaurant Partners, LLC • Retail-eating places • Florida

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective August 1, 2001, by and among JOHN W. COOPER (hereinafter referred to as “Employee”), and BONEFISH GRILL, INC., a Florida corporation having its principal office at 2202 N. West Shore Boulevard, 5th Floor, Tampa, Florida 33607 (hereinafter referred to as the “Employer”).

Assignment and Amendment and Restatement of Officer Employment Agreement
Officer Employment Agreement • March 31st, 2009 • Osi Restaurant Partners, LLC • Retail-eating places • Florida

THIS ASSIGNMENT and AMENDMENT AND RESTATEMENT OF EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this 26th day of March 2009, to be effective for all purposes as of February 5, 2008, by and among JODY BILNEY (hereinafter referred to as “Employee”) and OUTBACK STEAKHOUSE OF FLORIDA, LLC, a Florida limited liability company formerly known as OUTBACK STEAKHOUSE OF FLORIDA, INC., having its principal office at 2202 N. West Shore Boulevard, 5th Floor, Tampa, Florida 33607 (the “Former Employer”) and OSI RESTAURANT PARTNERS, LLC, a Delaware limited liability company, having its principal office at 2202 N. West Shore Boulevard, 5th Floor, Tampa, Florida 33607 (the “Company”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2009 • Osi Restaurant Partners, LLC • Retail-eating places

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 Robert D. Basham (the "Executive").

SPLIT DOLLAR AGREEMENT
Split Dollar Agreement • March 31st, 2009 • Osi Restaurant Partners, LLC • Retail-eating places • Florida

THIS AGREEMENT made and entered into this 18th day of December, 2008, effective as of August 18, 2005, by and between OSI RESTAURANT PARTNERS, LLC (formerly known as OUTBACK STEAKHOUSE, INC.), with principal offices and place of business in the State of Florida (hereinafter referred to as the “Company”), SHAMROCK PTC, LLC, TRUSTEE OF THE CHRIS SULLIVAN 2008 INSURANCE TRUST DATED JULY 17, 2008 (hereinafter referred to as the “Trust”), and WILLIAM T. SULLIVAN, TRUSTEE OF THE CHRIS SULLIVAN NON-EXEMPT IRREVOCABLE TRUST DATED JANUARY 5, 2000 and THE CHRIS SULLIVAN EXEMPT IRREVOCABLE TRUST DATED JANUARY 5, 2000 (collectively the “Prior Trusts”).

Contract
Osi Restaurant Partners, LLC • March 31st, 2009 • Retail-eating places • New York

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of February 5, 2009 by and among OSI Restaurant Partners, LLC, a Delaware limited liability company ("OSI"), OSI Co-Issuer, Inc., a Delaware corporation ("Co-Issuer", and collectively with OSI, "Co-Issuers"), each having its principal office at 2202 N. West Shore Boulevard, 5th Floor, Tampa, Florida 33607, HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office at 452 Fifth Avenue, New York, New York 10018 ("Successor Trustee") and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America and having its designated corporate trust office at 625 Marquette Avenue, MAC N9311-110, Minneapolis, MN 55479 ("Resigning Trustee").

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2009 • Osi Restaurant Partners, LLC • Retail-eating places

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 Jeffrey S. Smith (the "Executive").

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