Exhibit 10-31 Compensation





Exhibit
10.31




Description
of Employment Terms and Bonus Arrangements for Named Executive
Officers




A.
William Allen, III. As of the date of this filing, the Company has not finalized
a new employment agreement with Mr. Allen regarding the terms of his recent
promotion to Chief Executive Officer. It is anticipated that Mr. Allen’s
employment agreement will contain the following provisions. Mr. Allen’s
employment agreement will have a ten-year term, with a base salary of $750,000
per year, plus certain other incentives and benefits, including a one-time
signing bonus of $2,000,000 in consideration of his employment, which is to be
paid on May 1, 2005. Mr. Allen is also eligible to receive an annual bonus of up
to $1,000,000 each year if the Company meets certain established performance
goals based on revenues and earnings per share growth. Mr. Allen will
receive 450,000 shares of restricted stock subject to the following time and
performance vesting schedule: (i) 135,000 shares will vest as of
December 31, 2009, and an additional 45,000 shares will vest at that time
if the market capitalization of the Company exceeds an established target as of
that date; (ii) 135,000 shares will vest as of December 31, 2011, and an
additional 45,000 shares will vest if the market capitalization of the Company
exceeds an established target as of that date; and (iii) the balance of the
shares as of December 31, 2014. Vesting on each vesting date is contingent upon
Mr. Allen being employed as Chief Executive Officer of the Company on that
vesting date.




Paul E.
Avery. As of the date of this filing, the Company has not finalized a new
employment agreement with Mr. Avery regarding the terms of his recent promotion
to Chief Operating Officer. It is anticipated that Mr. Avery’s employment
agreement will contain terms substantially similar to his existing employment
agreement, included as Exhibit 10.18 in the Company’s 2004 Form 10-K and more
fully described in the Company’s 2005 Proxy Statement. Mr. Avery’s base salary
is $630,000 per year, and he is eligible to receive certain other incentives and
benefits. Mr. Avery is also eligible to receive quarterly and annual bonuses
based on the Company meeting certain objective performance goals including
comparable sales growth, average unit volume growth, net income increases,
development and initiatives and subjective criteria determined by the Committee
(“Performance Goals”). If the Performance Goals for a specific quarter are met,
Mr. Avery is entitled to earn a bonus of up to $400,000 for that calendar
quarter and a year-end bonus equal to the aggregate of 25% of each quarterly
bonus earned.




Benjamin
P. Novello. The Company and Mr. Novello entered into an employment agreement
dated January 1, 2004, as included as Exhibit 10.19 to the Company’s 2004 Form
10-K and more fully described in the Company’s 2005 Proxy Statement. Mr.
Novello’s base salary is $400,000, and he is eligible to receive certain other
incentives and benefits. Mr. Novello is also eligible to receive quarterly
bonuses based on the Outback Steakhouse brand meeting its Performance Goals. If
the Performance Goals for a specific quarter are met, Mr. Novello is
entitled to earn a bonus of up to $150,000 for that calendar
quarter.




Steven T.
Shlemon. The Company and Mr. Shlemon entered into an employment agreement dated
April 27, 2000, as included as Exhibit 10.13 to the Company’s 2004 Form 10-K and
more fully described in the Company’s 2005 Proxy Statement. Mr. Shlemon’s base
salary is $240,000, and he is eligible to receive certain other incentives and
benefits. Mr. Shlemon is also eligible to receive quarterly bonuses based on the
Carrabba’s Italian Grill brand meeting its Performance Goals. If the Performance
Goals for a specific quarter are met, Mr. Shlemon is
entitled
to earn a bonus
of up to $125,000 for that calendar quarter.