Exhibit 4(c)(i) Partner Equity Deferred Compensation Diversified Plan Document


    EXHIBIT
      4(c)(i) 

     


    OUTBACK
      STEAKHOUSE, INC.

    PARTNER
      EQUITY PLAN

     

    Partner
      Equity Deferred Compensation Diversified Plan Document

     

    Outback
      Steakhouse, Inc., a Delaware corporation, on behalf of itself and its
      Subsidiaries (the “Company”), hereby establishes the Partner Equity Plan (the
“PEP”) for the purpose of attracting, retaining and rewarding Managing Partners
      and Chef Partners (the “Partners”) and promoting in its Partners increased
      efficiency and an interest in the successful operation of the Company. The
      PEP
      is intended to provide nonqualified deferred compensation benefits to Partners
      to supplement their retirement savings. The PEP is comprised of the following
      two separate components, each of which is set forth in a separate
      document:

     

    
      	·  	
              The
                Partner Equity Deferred Compensation Diversified Plan (the “Diversified
                Plan”), which is set forth in this document and is intended to provide
                for
                diversified crediting of deferred compensation account balances as
                directed by the individual Partners;
                and

            


    

     

    
      	·  	
              Subject
                to approval by the shareholders of the Company, the Partner Equity
                Deferred Compensation Stock Plan (the “Stock Plan”), which is set forth in
                a separate document and provides for the investment of deferred
                compensation account balances in phantom shares of Company
                stock.

            


    

     

    The
      PEP
      is the sum of the Diversified Plan and the Stock Plan. References in this
      document to the “Plan” generally shall mean the Diversified Plan only, unless
      the context is referring to the entire PEP, in which case such reference shall
      mean the total PEP. The PEP shall be effective January 1, 2006, subject to
      approval of the Stock Plan by the shareholders of the Company. Unless
      or
      until the Stock Plan is approved by the shareholders of the Company, the PEP
      shall consist only of this Diversified Plan which shall be effective January
      1,
      2006. The PEP and every provision of each of the Stock Plan and the
      Diversified Plan is intended, and shall be interpreted, to comply in all
      respects with Internal Revenue Code (“Code”) Section 409A and
      those
      provisions of the Employee Retirement Income Security Act of 1974, as amended
      (“ERISA”), applicable to an unfunded plan maintained primarily to provide
      deferred compensation benefits for a select group of “management or highly
      compensated employees.”

     

    ARTICLE
      1

    Definitions

     

        1.1  Account(s)
      shall
      mean the bookkeeping account or accounts established for a particular
      Participant pursuant to Article 3 of the Plan.

     

        1.2  Administrator
      shall
      mean the person or persons appointed by the Company to administer the PEP
      pursuant to Article 9 of the Plan.

     

        1.3  Beneficiary
      shall
      mean the person(s) or entity designated as such in accordance with Article
      8 of
      the Plan.

        

        1.4  Code
      shall
      mean the Internal Revenue Code of 1986, as amended, and
      Treasury regulations and applicable authorities promulgated
      thereunder.
      

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

        1.5  Company
      shall
      mean Outback Steakhouse, Inc., a Delaware corporation acting on behalf of itself
      and designated Subsidiaries. Any action required by the Company under the terms
      of the Plan may be taken by the Administrator or such other person(s) or
      entity(ies) duly authorized by Outback Steakhouse, Inc. to act of its
      behalf.

     

        1.6  Company
      Contributions
      shall
      mean the contributions by the Company to a Participant’s Account pursuant to
      Article 2 of the Plan. 

     

        1.7  Crediting
      Rate
      shall
      mean the notional gains and losses credited on the Participant’s Account balance
      pursuant to Sections 3.3 and 3.4 of the Plan.

     

        1.8  Disability
      shall
      mean, consistent with the requirements of Code Section 409A, that the
      Participant (i) is unable to engage in any substantial gainful activity by
      reason of any medically determinable physical or mental impairment which can
      be
      expected to result in death or can be expected to last for a continuous period
      of not less than 12 months, or (ii) is, by reason of any medically determinable
      physical or mental impairment which can be expected to result in death or can
      be
      expected to last for a continuous period of not less than 12 months, receiving
      income replacement benefits for a period of not less than three months under
      an
      accident and health plan covering employees of the Participant’s employer. The
      Administrator may require that the Participant submit evidence of such
      qualification for disability benefits in order to determine Disability under
      this Plan.
      Notwithstanding the foregoing, a Participant must qualify for, and receive,
      Social Security disability benefits in order to be deemed to have suffered
      Disability under the Plan.

     

        1.9  Eligible
      Employee
      shall
      mean a “Managing Partner” or “Chef Partner” of the Company, or such other key
      management level or highly compensated employee as may be designated by the
      Administrator to be eligible to participate in the Plan.

     

        1.10  ERISA
      shall
      mean the Employee Retirement Income Security Act of 1974, as amended, including
      Department of Labor and Treasury regulations and applicable authorities
      promulgated thereunder. 

     

        1.11  Participant
      shall
      mean an Eligible Employee who has been selected to receive a Company
      Contribution to the Plan and has executed a Participation Agreement pursuant
      to
      Article 2 of the Plan.

     

        1.12  Participation
      Agreement shall
      mean the Participant’s employment agreement or such other written agreement
      between the Company and the Eligible Employee whereby the Company agrees to
      make
      a Company Contribution to the Plan on behalf of the Participant and the
      Participant agrees to the terms of such grant subject to the terms of the Plan.
      The Participation Agreement may take the form of an electronic communication
      followed by appropriate written confirmation according to specifications
      established by the Administrator.

     

        1.13  PEP,
      Plan,
      Diversified
      Plan
      and
Stock
      Plan
      shall
      have the meanings given to such terms in the introductory paragraphs of the
      Plan.

     

        1.14  Plan
      Year
      shall
      mean the calendar year.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

        1.15  Settlement
      Date
      shall
      mean the date by which a lump sum payment shall be made or the date by which
      installment payments shall commence. Unless otherwise specified, the Settlement
      Date shall be as soon a practicable (but in no event more than sixty (60) days)
      following the month in which the event triggering payout occurs. In the case
      of
      death, the event triggering payout shall be deemed to occur upon the date the
      Administrator is provided with the documentation reasonably necessary to
      establish the fact of the Participant’s death. Notwithstanding
      the foregoing or any other provision of the Plan, in the event that at
      the
      time of payout any stock of the Company is publicly traded on an established
      securities market and the
      Participant is a “key employee” (as defined in Code Section 416(i) (without
      regard to paragraph (5) thereof) of
      the
      Company,
      the
      Settlement Date following a Termination of Employment shall be no earlier than
      the earlier of (i) the last day of the sixth (6th)
      complete calendar month following the Participant’s Termination of Employment,
      or (ii) the Participant’s death, consistent with the provisions of Code Section
      409A

     

        1.16  Subsidiaries
      shall
      mean OS Restaurant Services, Inc. and such other majority owned subsidiaries
      or
      other entities in which Outback Steakhouse, Inc. or any of its majority owned
      subsidiaries owns a majority partnership or other equity interest or serves
      as
      general partner, as may from time to time be designated as participating
      employers in the Plan by the Administrator and on behalf of which Outback
      Steakhouse, Inc. and the Administrator shall act as agents for purposes of
      adoption, amendment and administration of the Plan and all associated matters
      or
      documentation.

     

        1.17   Termination
      of Employment
      shall
      mean the
      date
      of the cessation of the Participant’s employment with the Company for any reason
      whatsoever, whether voluntary or involuntary, including as a result of the
      Participant’s retirement, death, or Disability. 

     

        1.18  Valuation
      Date
      shall
      mean the date through which earnings are credited and shall be no earlier than
      the last day of the month preceding the month in which the payout or other
      event
      triggering the valuation occurs.

     

    ARTICLE
      2 

    Participation

     

        2.1  Commencement
      of Participation.
      An
      Eligible Employee shall become a Participant in the Plan when he or she (i)
      is
      notified in writing that the Company intends to make a Company Contribution
      to
      the Plan on his or her behalf, (ii) has executed a Participation Agreement
      specifying the amount and terms of such Company Contribution and (iii) has
      a
      Company Contribution credited to his or her Account under the Plan. The
      Participant shall continue as a Participant in the Plan until all amounts
      credited to the Participant’s Account have been distributed.

     

        2.2  Company
      Contributions.
      From
      time to time, the Company shall make a Company Contribution to the Plan on
      behalf of an Eligible Employee or existing Participant in the amount specified
      in a Participation Agreement with such Participant. Company Contributions shall
      be made in the complete and sole discretion of the Company based on the
      individually negotiated terms of the Participant’s employment agreement with the
      Company. Company Contributions shall be notional credits to the Accounts of
      Participants, with the amount actually credited to the Account being net of
      all
      employment taxes required to be withheld on the Company Contribution under
      Subtitle C of the Code, as conclusively determined by the Administrator. No
      Participant or other employee of the Company shall have a right to receive
      a
      Company Contribution in any particular year or in any particular amount based
      on
      the fact that Company Contributions are made at such time or in such amount
      on
      behalf of another Participant.

     

    
      
        
        

      

      
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    ARTICLE
      3

    Accounts

     

        3.1  Participant
      Accounts.
      A
      separate Account shall be maintained for each Company Contribution made on
      behalf of each Participant and shall be credited with the Company Contribution
      at the time specified by the Administrator. Accounts
      shall be deemed to be credited with notional gains or losses as provided in
      Section 3.3 from the date the Company Contribution is credited to the Account
      through the Valuation Date.

     

        3.2  Vesting
      of Accounts.
      All
      amounts credited to the Participant Accounts shall be fully vested at all
      times.

     

        3.3  Crediting
      Rate.
      The
      Crediting Rate on amounts in a Participant’s Account shall be
      based
      on the Participant’s choice among the investment alternatives made available
      from time to time by the Administrator. The Administrator shall establish a
      procedure by which a Participant may elect to have the Crediting Rate based
      on
      one or more investment alternatives and by which the Participant may change
      investment elections daily and may rebalance Account investments monthly.
      Notwithstanding the preceding sentence, the Administrator may impose the
      following restrictions on changing investment elections daily and/or rebalancing
      Account investments monthly: (i) in the case of any investment alternative
      that
      guarantees a fixed interest return, limitations on the ability to transfer
      out
      of such investment alternative and nonrecognition of that investment alternative
      in implementing any monthly rebalancing of the Account; and (ii) in the case
      of
      all investment alternatives, limitations designed to prevent excessive short
      term trading in the Account or otherwise deemed necessary or desirable by the
      Administrator. The Participant’s Account balance shall reflect the investments
      selected by the Participant. If an investment selected by a Participant sustains
      a loss, the Participant’s Account shall be reduced to reflect such loss. The
      Participant’s choice among investments shall be solely for purposes of
      calculation of the Crediting Rate. If the Participant fails to elect an
      investment alternative, the Crediting Rate shall be based on a default
      investment alternative selected for this purpose by the Administrator. The
      Company shall have no obligation to set aside or invest funds as directed by
      the
      Participant and, if the Company elects to invest funds as directed by the
      Participant, the Participant shall have no more right to such investments than
      any other unsecured general creditor

     

        3.4  Dividends
      from Stock Plan Included in Crediting Rate.
      In
      addition to the amounts described in Section 3.3, the Crediting Rate also shall
      include dividends payable on Company stock that is credited to a Participant’s
      account under the Stock Plan, as described in section 3.4 of the Stock Plan.
      The
      amount of such dividends shall be credited to the available investment
      alternative(s) selected by the Participant or, in the absence of an election,
      to
      the default investment alternative selected for this purpose by the
      Administrator. If a Participant has more than one Account, dividends shall
      be
      credited to the Account that was established contemporaneously with the account
      under the Stock Plan to which the underlying shares of Company stock are
      credited. 

     

    
      
        
        

      

      
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        3.5  Statement
      of Accounts.
      The
      Administrator shall provide each Participant with statements at least annually
      setting forth the Participant’s Account balance as of the end of each
      year.

     

    ARTICLE
      4

    Scheduled
      Distributions

     

        4.1  Distribution
      of Accounts.
      A
      Participant shall have no discretion with respect to the time and form of
      benefit payments. Except as provided in Articles 5 and 6, each Account shall
      be
      distributed to the Participant in three (3) payments as follows, based upon
      the
      period that elapses after the end of the month preceding the date the Company
      Contribution is made to the Participant’s Account: (i) twenty-five percent (25%)
      of the then total Account balance shall be distributed after sixty (60) months
      have elapsed (i.e., five (5) years after the Company contribution is made);
      (ii)
      an additional twenty-five percent (25%) of the Account (i.e., one-third (1/3)
      of
      the then Account balance) shall be distributed after an additional twenty-four
      (24) months have elapsed (i.e., seven (7) years after the Company contribution
      is made); and (iii) the last fifty percent (50%) of the Account (i.e., the
      then
      remaining Account balance) shall be distributed after an additional thirty-six
      (36) months have elapsed (i.e., ten (10) years after the Company contribution
      is
      made). All payments shall be made in cash in a single lump sum on the Settlement
      Date for each prescribed distribution.

     

    ARTICLE
      5

    Death
      Benefits

     

        5.1  Survivor
      Benefit.
      If the
      Participant dies prior to complete distribution of all of the Participant’s
      Accounts, the Company shall pay to the Participant’s Beneficiary a death benefit
      equal to the total
      remaining balance of all of the Participant’s Accounts.
      The
      death
      benefit shall be paid in three (3) annual installments commencing on the
      Settlement Date following the date the Participant’s death is established by
      reasonable documentation. Installment payments shall be recalculated annually
      by
      dividing the Account balance by the number of payments remaining without regard
      to anticipated earnings or in any other reasonable manner as may be determined
      from time to time by the Administrator. 

     

        5.2  Small
      Benefit Exception.
      Notwithstanding the foregoing, in the event the sum of all benefits under the
      PEP payable to a Beneficiary on the Participant’s death is less than or equal to
      five hundred thousand dollars
      ($500,000), such benefits shall be paid in a single lump sum on the Settlement
      Date following the date the Participant’s death is established by reasonable
      documentation.

     

    ARTICLE
      6 

    Disability

     

        6.1  Disability
      Benefit.
      In the
      event of termination of the Participant’s employment by reason of Disability,
      the Company shall pay to the Participant the total remaining balance of all
      of
      the Participant’s Accounts in three (3) annual installments commencing on the
      Settlement Date following the Participant’s Termination of Employment.
      Installment payments shall be recalculated annually by dividing the Account
      balance by the number of payments remaining without regard to anticipated
      earnings or in any other reasonable manner as may be determined from time to
      time by the Administrator.

        

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

        6.2  Small
      Benefit Exception.
      Notwithstanding the foregoing, in the event the sum of all benefits under the
      PEP payable to a Participant on the Participant’s Termination of Employment by
      reason of Disability is less than or equal to five hundred thousand dollars
      ($500,000), such benefits shall be paid in a single lump sum on the Settlement
      Date following the Participant’s Termination of Employment by reason of
      Disability.

     

    ARTICLE
      7

    Amendment
      and Termination of Plan

     

        7.1   Amendment
      or Termination of Plan.
      The
      Company may, at any time, direct the Administrator to amend or terminate the
      Plan, except that no such amendment or termination may reduce a Participant’s
      Account balance or accelerate benefits under the Plan in violation of Code
      Section 409A. For purposes of applying the change in timing of payment rules
      under Code Section 409A to any amendment of the Plan, each installment payment
      from each Account shall be treated as a separate payment. If the Company
      terminates the Plan, the Company shall pay to each Participant the balance
      of
      the Participant’s Accounts at the time and in the form such amounts would have
      been paid absent such Plan termination. Notwithstanding
      the foregoing, to the extent permitted under Code Section 409A and applicable
      authorities, the Company may, in its complete and sole discretion, accelerate
      distributions under the Plan in the event of (i) “change
      in
      the ownership or effective control of the corporation,” (ii) “change in the
      ownership of a substantial portion of the assets of the
      corporation,”
      (iii)
      liquidation or bankruptcy of the Company, or (iv) any other circumstances
      permitted under Code Section 409A. 

     

    ARTICLE
      8

    Beneficiaries

     

        8.1  Beneficiary
      Designation.
      The
      Participant shall, at the commencement of participation in the Plan, designate
      any person or persons as Beneficiary (both primary and contingent) to whom
      payment under the Plan shall be made in the event of the Participant’s death.
      The Beneficiary designation shall be effective upon being submitted in writing
      to, and received by, the Administrator during the Participant’s lifetime on a
      form prescribed by the Administrator. The Beneficiary designation may be changed
      by the Participant at any time. Notwithstanding the foregoing, a Beneficiary
      designation, or any change thereto, shall not be valid unless a Participant
      has
      complied with any applicable laws in selecting a Beneficiary other than the
      Participant’s spouse.

     

        8.2  Revision
      of Designation.
      The
      submission of a new Beneficiary designation shall cancel all prior Beneficiary
      designations. Any finalized divorce or marriage (other than a common law
      marriage) of a Participant subsequent to the date of a Beneficiary designation
      shall revoke such designation, unless in the case of divorce the previous spouse
      was not designated as Beneficiary and unless in the case of marriage the
      Participant’s new spouse has previously been designated as
      Beneficiary.

     

    
      
        
        

      

      
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        8.3  Successor
      Beneficiary.
      If the
      primary Beneficiary dies prior to complete distribution of the benefits provided
      in Article 4, the remaining Account balance shall be paid to the contingent
      Beneficiary selected by the Participant.

     

        8.4  Absence
      of Valid Designation.
      If a
      Participant fails to designate a Beneficiary as provided above, or if the
      Beneficiary designation is revoked by marriage, divorce or otherwise without
      execution of a new designation, or if every person designated as Beneficiary
      predeceases the Participant or dies prior to complete distribution of the
      Participant’s benefits, then the Administrator shall direct the distribution of
      such benefits to the Participant’s estate.

     

    ARTICLE
      9

    Administration/Claims
      Procedures

     

        9.1  Administration.
      The
      Plan shall be administered by the Administrator, which shall have the exclusive
      right and full discretion (i) to interpret the Plan, (ii) to decide any and
      all
      matters arising hereunder (including the right to remedy possible ambiguities,
      inconsistencies or omissions), (iii) to make, amend and rescind such rules
      as it
      deems necessary for the proper administration of the Plan and (iv) to make
      all
      other determinations and resolve all questions of fact necessary or advisable
      for the administration of the Plan, including determinations regarding
      eligibility for benefits payable under the Plan. All interpretations of the
      Administrator with respect to any matter hereunder shall be final, conclusive
      and binding on all persons affected thereby. No member of the Administrator
      shall be liable for any determination, decision, or action made in good faith
      with respect to the Plan. The Administrator may delegate any of its rights,
      powers and duties regarding the Plan to any person(s) or entity(ies). The
      Company will indemnify and hold harmless the members of the Administrator from
      and against any and all liabilities, costs, and expenses incurred by such
      persons as a result of any act, or omission, in connection with the performance
      of such persons’ duties, responsibilities, and obligations under the Plan, other
      than such liabilities, costs, and expenses as may result from the bad faith,
      willful misconduct, or criminal acts of such persons. 

     

        9.2  Claims
      Procedure.
      Any
      Participant, former Participant or Beneficiary may file a written claim with
      the
      Administrator setting forth the nature of the benefit claimed, the amount
      thereof, and the basis for claiming entitlement to such benefit. The
      Administrator shall determine the validity of the claim and communicate a
      decision to the claimant promptly and, in any event, not later than ninety
      (90)
      days after the date of the claim. The claim may be deemed by the claimant to
      have been denied for purposes of further review described below in the event
      a
      decision is not furnished to the claimant within such period. Every
      claim for benefits which is denied shall be denied by written notice setting
      forth in a manner calculated to be understood by the claimant (i) the specific
      reason or reasons for the denial, (ii) specific reference to any provisions
      of
      the Plan (including any internal rules, guidelines, protocols, criteria, etc.)
      on which the denial is based, (iii) a description of any additional material
      or
      information that is necessary to process the claim, (iv) an explanation of
      the
      procedure for further reviewing the denial of the claim, and (v) if applicable,
      an explanation of the claimant’s right to submit the claim for binding
      arbitration in the event of an adverse determination on review.

     

        9.3  Review
      Procedures.
      Within
      sixty (60) days after the receipt of a denial on a claim, a claimant or his/her
      authorized representative may file a written request for review of such denial.
      Such review shall be undertaken by the Administrator and shall be a full and
      fair review. The claimant shall have the right to review all pertinent
      documents. The
      claimant may submit written comments, documents, records and other information
      relating to the claim for benefits, and such information shall be taken into
      account for purposes of the review without regard to whether such information
      was submitted or considered in the initial benefit determination. The
      Administrator shall issue a decision not later than sixty (60) days after
      receipt of a request for review from a claimant unless special circumstances
      require a longer period of time for processing, in which case written notice
      of
      the extension, indicating the special circumstances requiring an extension
      of
      time and the date by which the Plan expects to render the determination on
      review, shall be furnished to the claimant prior to the termination of the
      initial 60-day period. In no event shall such extension exceed a period of
      sixty
      (60) days from the end of the initial period. The decision on review shall
      be in
      writing and shall include specific reasons for the decision written in a manner
      calculated to be understood by the claimant, with specific reference to any
      provisions of the Plan on which the decision is based, and an explanation of
      the
      claimant’s right to submit the claim for binding arbitration in the event of an
      adverse determination on review.

     

    
      
        
        

      

      
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    ARTICLE
      10

    Conditions
      Related to Benefits

     

        10.1  Nonassignability.
      The
      benefits provided under the Plan may not be alienated, assigned, transferred,
      pledged or hypothecated by any person, at any time, or to any person whatsoever.
      Those benefits shall be exempt from the claims of creditors or other claimants
      of the Participant or Beneficiary and from all orders, decrees, levies,
      garnishment or executions to the fullest extent allowed by law. Notwithstanding
      the foregoing, the Administrator shall have full power and authority to the
      extent consistent with Code Section 409A and other applicable laws to comply
      with all liens by the Internal Revenue Service and any bona fide domestic
      relations orders and to adjust any amounts otherwise payable under the Plan
      accordingly. 

     

        10.2  No
      Right to Company Assets.
      The
      benefits paid under the Plan shall be paid from the general funds of the
      Company, and the Participant and any Beneficiary shall be no more than unsecured
      general creditors of the Company with no special or prior right to any assets
      of
      the Company for payment of any obligations hereunder.

     

        10.3  Protective
      Provisions.
      The
      Participant shall cooperate with the Company by furnishing any and all
      information requested by the Administrator, in order to facilitate the payment
      of benefits hereunder, taking such physical examinations as the Administrator
      may deem necessary and taking such other actions as may be requested by the
      Administrator. If the Participant refuses to so cooperate, the Company shall
      have no further obligation to the Participant under the Plan. If the Participant
      fails to cooperate or makes any material misstatement of information, then
      no
      benefits shall be payable to the Participant under the Plan, except that
      benefits may be payable in a reduced amount in the sole discretion of the
      Administrator.

     

        10.4  Withholding.
      The
      Participant shall make appropriate arrangements with the Company for
      satisfaction of any federal, state or local income tax withholding requirements,
      Social Security and other employee tax or other requirements applicable to
      the
      granting, crediting, vesting or payment of benefits under the Plan. If no
      arrangement is made, the Company may provide, at its discretion, for such
      withholding, tax, and other payments as may be required, including, without
      limitation, the reduction of amounts otherwise payable to the Participant.
      At
      the discretion of the Administrator, any amounts required to be withheld on
      distributions under the Stock Plan may be withheld from distributions under
      the
      Diversified Plan which are scheduled to be paid at the same time. If the Company
      pays such amounts on behalf of the Participant or Beneficiary, the Company
      shall
      be entitled to recover such amounts on demand with interest at the Wall Street
      Journal Prime Rate compounded monthly.

     

    
      
        
        

      

      
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        10.5  Company
      Right to Offset at Time of Distribution.
      To the
      extent permitted under Code Section 409A and other applicable laws, the Company
      shall have the right to apply distributions from the Plan first toward the
      full
      payment to the Company of any amounts (of whatever kind or character) which
      may
      be due and payable by the Participant to the Company at the time such
      distribution is made.

     

        10.6  Assumptions
      and Methodology.
      The
      Administrator shall establish the assumptions and method of calculation used
      in
      determining the benefits, earnings, payments, fees, expenses or any other
      amounts required to be calculated under the terms of the Plan. Such assumptions
      and methodology shall be established by the Administrator and made available
      to
      Participants and may be changed from time to time by the
      Administrator.

     

        10.7  Trust.
      The
      Company shall be responsible for the payment of all benefits under the Plan.
      At
      its discretion, the Company may establish one or more grantor trusts for the
      purpose of providing for payment of benefits under the Plan. Such trust or
      trusts may be irrevocable, but the assets thereof shall be subject to the claims
      of the Company’s creditors. Benefits paid to the Participant from any such trust
      or trusts shall be considered paid by the Company for purposes of meeting the
      obligations of the Company under the Plan.

     

    ARTICLE
      11

    Miscellaneous

     

        11.1  Successors
      of the Company.
      The
      rights and obligations of the Company under the Plan shall inure to the benefit
      of, and shall be binding upon, the successors and assigns of the
      Company.

     

        11.2  Employment
      Not Guaranteed.
      Nothing
      contained in the Plan nor any action taken hereunder shall be construed as
      a
      contract of employment or as giving any Participant any right to continued
      employment with the Company.

     

        11.3  Gender,
      Singular and Plural.
      All
      pronouns and any variations thereof shall be deemed to refer to the masculine,
      feminine, or neuter, as the identity of the person or persons may require.
      As
      the context may require, the singular may be read as the plural and the plural
      as the singular.

     

        11.4  Captions.
      The
      captions of the articles, paragraphs and sections of the Plan are for
      convenience only and shall not control or affect the meaning or construction
      of
      any of its provisions.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

        11.5  Validity.
      In the
      event any provision of the Plan is held invalid, void or unenforceable, the
      same
      shall not affect, in any respect whatsoever, the validity of any other
      provisions of the Plan.

     

        11.6  Waiver
      of Breach.
      The
      waiver by the Company of any breach of any provision of the Plan shall not
      operate or be construed as a waiver of any subsequent breach by that Participant
      or any other Participant.

     

        11.7  Notice.
      Any
      notice or filing required or permitted to be given to the Company or the
      Participant under this Agreement shall be sufficient if in writing and
      hand-delivered, or sent by registered or certified mail, in the case of the
      Company, to the principal office of the Company, directed to the attention
      of
      the Administrator, and in the case of the Participant, to the last known address
      of the Participant indicated on the employment records of the Company. Such
      notice shall be deemed given as of the date of delivery or, if delivery is
      made
      by mail, as of the date shown on the postmark on the receipt for registration
      or
      certification. Notices to the Company may be permitted by electronic
      communication according to specifications established by the
      Administrator.

     

        11.8  Inability
      to Locate Participant or Beneficiary.
      It is
      the responsibility of a Participant to apprise the Administrator of any change
      in address of the Participant or Beneficiary. In the event that the
      Administrator is unable to locate a Participant or Beneficiary for a period
      of
      three (3) years, the Participant’s Account shall be forfeited to the
      Company.

     

        11.9  Errors
      in Benefit Statement or Distributions.
      In the
      event an error is made in a benefit statement, such error shall be corrected
      on
      the next benefit statement following the date such error is discovered. In
      the
      event of an error in a distribution, the Participant’s Account shall,
      immediately upon the discovery of such error, be adjusted to reflect such under
      or over payment and, if possible, the next distribution shall be adjusted upward
      or downward to correct such prior error. If the remaining balance of a
      Participant’s Account is insufficient to cover an erroneous overpayment, the
      Company may, at its discretion, offset other amounts payable to the Participant
      from the Company (including but not limited to salary, bonuses, expense
      reimbursements, severance benefits or other employee compensation benefit
      arrangements, as allowed by law) to recoup the amount of such
      overpayment(s).

     

        11.10  ERISA
      Plan.
      The
      Plan is intended to be an unfunded plan maintained primarily to provide deferred
      compensation benefits for a select group of “management or highly compensated
      employees” within the meaning of Sections 201, 301 and 401 of ERISA and
      therefore to be exempt from Parts 2, 3 and 4 of Title I of ERISA.

     

        11.11  Applicable
      Law.
      In the
      event any provision of, or legal issue relating to, this Plan is not fully
      preempted by ERISA, such issue or provision shall be governed by the laws of
      the
      State of Florida.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

        11.12 Arbitration.
      Any
      claim, dispute or other matter in question of any kind relating to this Plan
      which is not resolved by the claims procedures under this Plan shall be settled
      by arbitration in accordance with the applicable employment dispute resolution
      rules of the American Arbitration Association. Notice of demand for arbitration
      shall be made in writing to the opposing party and to the American Arbitration
      Association within a reasonable time after the claim, dispute or other matter
      in
      question has arisen. In no event shall a demand for arbitration be made after
      the date when the applicable statute of limitations would bar the institution
      of
      a legal or equitable proceeding based on such claim, dispute or other matter
      in
      question. The decision of the arbitrators shall be final and may be enforced
      in
      any court of competent jurisdiction. The arbitrators may award reasonable fees
      and expenses to the prevailing party in any dispute hereunder and shall award
      reasonable fees and expenses in the event that the arbitrators find that the
      losing party acted in bad faith or with intent to harass, hinder or delay the
      prevailing party in the exercise of its rights in connection with the matter
      under dispute. 

     

        IN
      WITNESS
      WHEREOF, the Company has caused this Plan to be executed this 14th day of March,
      2006.

     

    OUTBACK
      STEAKHOUSE, INC.

     

    By:
      /s/
      Joseph J. Kadow

    Its:
      Executive Vice President

          
Chief
      Officer -
      Legal and Corporate Affairs