First Amendment to Personal Service Agreement



 Exhibit 10.31 
  
 FIRST AMENDMENT TO PERSONAL SERVICE AND EMPLOYMENT AGREEMENT 
  
 This First Amendment to Personal Service and Employment Agreement (“the
Agreement”) is made and entered into effective as of March 14, 2006 (“Execution Date”), by and between LANDRY’S RESTAURANTS, INC., a Delaware Corporation (“The Company”) and Tilman J. Fertitta, an
individual, (“Fertitta”). 
  
 WHEREAS, on or about
January 1, 2003, the Company and Fertitta entered into a Personal Service and Employment Agreement (“Employment Agreement”); and 
  
 WHEREAS, the term of the Employment Agreement was for five years; and 
  
 WHEREAS, the Company agreed during the term to grant to Fertitta stock options in an amount no less than what Fertitta
received in stock options granted for the three fiscal years prior to 2003 at a price equal to the fair market value of the common stock of the Company at the time of the grant; and 
  
 WHEREAS, the total number of stock options granted to Fertitta for the three fiscal years prior to 2003 was 800,000 stock
options; and 
  
 WHEREAS, the Company issued to Fertitta in 2004,
250,000 stock options; and 
  
 WHEREAS, the Company owes to
Fertitta at least 550,000 stock options under the terms of the Employment Agreement; and 
  
 WHEREAS, the Compensation Committee (“Committee”) of the Board of Directors of the Company has determined that it is in the Company’s best interest to issue to key employees of the Company restricted
stock grants in lieu of stock options; and 
  
 WHEREAS, the
Committee retained a compensation consultant to advise the Committee concerning the number of shares of restricted stock in the Company that are equivalent to a stock option grant owed to a key employee (“the Exchange Ratio”); and

  
 WHEREAS, the compensation consultant issued an opinion that
the Exchange Ratio should be .5 shares of restricted stock for every 1 stock option owed by the Company; 
  
 WHEREAS, based upon the recommendation of the compensation consultant, which was adopted by the Committee and the Board of Directors of the Company, the
Company desires to issue to Fertitta 275,000 shares of restricted stock in the Company in lieu of its obligation to issue 550,000 stock options; 
  
 NOW, THEREFORE, in consideration of the premises and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto do hereby agree as follows: 
  

	 	1.	The Company’s obligation to issue to Fertitta 550,000 stock options under the Employment Agreement is hereby terminated. 

  

	 	2.	 The Company agrees to grant restricted stock to Fertitta in the amount of 275,000 shares, to be issued on or within ten days from the Execution Date of this
Agreement in accordance with the terms of the Restricted Stock Grant Agreement executed of even date herewith. The restricted shares shall vest seven years from 











	 	 
the date of the grant. All shares issuable to Fertitta upon vesting shall be registered pursuant to applicable federal securities laws.



  

	 	3.	Except as provided hereinabove, all other terms of the Employment Agreement by and between the Company and Fertitta shall remain in full force and effect. 


 
 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first set out above. 
  

			
	LANDRY’S RESTAURANTS, INC.
		
	By:    	 	 /s/ Joe Max Taylor

	 	 	 Joe Max Taylor
 Chairman Compensation Committee

		
	Employee:	 	 /s/ Tilman J. Fertitta

	 	 	 Tilman J. Fertitta