exv10w29



 






Exhibit 10.29




ROADHOUSE GRILL, INC.




2005 SPECIAL INCENTIVE COMPENSATION PLAN




     1. ESTABLISHMENT AND PURPOSE



     Roadhouse Grill, Inc., a Florida corporation (“Company”), hereby establishes the “Roadhouse
Grill, Inc. Special Incentive Compensation Plan.” The Plan is intended to provide an incentive for
certain senior management employees of the Company.



     2. ADMINISTRATION



     This Plan shall be administered by the Compensation Committee of the Board of Directors of the
Company (the “Committee”). The interpretation and construction by the Committee of the Plan, the
calculation by the Committee of payments and any other determinations or calculations made by the
Committee hereunder, shall be conclusive, final and binding, except as otherwise provided herein.
The Committee may delegate the administration of this Plan and such other aspects of the Plan
(which may include any or all of the determinations and calculations required by this Plan) to such
officer(s) of the Company as the Committee shall deem appropriate, and no such officer, no member
of the Committee, and no member of the Board of Directors of the Company shall be liable to any
person for any action, determination or calculation in connection with this Plan made in good
faith. Each such officer and member of the Committee or Board of Directors shall be fully protected
in taking any action hereunder in reliance in good faith upon the books and records of the Company
or upon such information, opinions, reports or statements presented to the Company by any person as
to matters such officer or member of the Committee or Board of Directors reasonably believes are
within such other person’s professional or expert competence and who has been selected with
reasonable care by or on behalf of the Company.



     3. CERTAIN DEFINITIONS



     The following definitions and related rules shall apply for purposes of this Plan.



     “Allocation Factor” means, with respect to a particular Participant, a percentage equal to the
quotient of such Participant’s Participation Percentage, divided by the sum of the Participation
Percentages of all of the Participants at the time of determining such Participant’s Allocation
Factor. In no event shall the Allocation Factor of any Participant exceed 30 percent.



     “Cause” means any of the following: (i) any Participant’s conduct that would constitute under
federal or state law either a felony or a misdemeanor involving moral turpitude, or a determination
by the Board that Participant has willfully violated Company policies or procedures involving
discrimination, harassment, alcohol or substance abuse, or work place violence causing material
injury to the Company, (ii) Participant’s actions or omissions that constitute fraud, dishonesty or
gross misconduct, (iii) Participant’s knowing and intentional



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breach of any fiduciary duty that causes material injury to the Company, or (iv) Participant’s
inability to perform his material duties, after reasonable notice and an opportunity to resolve the
issues, due to alcohol or other substance abuse.




     “Change of Control” shall mean any of the following events:



          (a) any “person” (as such term is defined in Sections 13(d)(3) and Section 14(d)(3) of the
Exchange Act), other than the Company, any majority-owned subsidiary of the Company, any
compensation plan of the Company, any majority-owned subsidiary of the Company, or Berjaya Group
(Cayman) Limited or any subsidiary thereof; becomes the “beneficial owner” (as such term is defined
in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company
representing more than 51% of the combined voting power of the Company; or




          (b) the shareholders of the Company approve (1) a reorganization, merger, or consolidation
with respect to which persons who were the shareholders of the Company immediately prior to such
reorganization, merger, or consolidation do not immediately thereafter own more than 30% of the
combined voting power entitled to vote generally in the election of the directors of the
reorganized, merged or consolidated entity; (2) a liquidation or dissolution of the Company; or (3)
the sale of all or substantially all of the assets of the Company or of a subsidiary of the Company
that accounts for more than 66 2/3% of the consolidated revenues of the Company, but not including
a reorganization, merger or consolidation of the Company, provided, however, that a reorganization
or liquidation that occurs under the Bankruptcy Code shall not be considered to meet the
requirements of this section.




     “Measurement Date” means the date immediately preceding the date on which a Change in Control
occurs.



     “Participants” means the persons designated as Participants in this Plan by the Committee from
time to time. The Committee shall identify the Participants by means of a written resolution
adopted by the Committee prior to the occurrence of a Change in Control. The Committee may
terminate the status of any person as a Participant by providing such person with written notice of
such termination, but such termination shall not become effective until six months after the date
on which such notice is provided to such person. Notwithstanding the foregoing, if a Participant
voluntarily terminates his employment with the Company or its subsidiaries, or if a Participant’s
employment is terminated by the Company or its subsidiaries for Cause, then such Participant shall
cease to be a Participant, and such Participant’s Participation Percentage shall be reduced to zero
immediately upon such termination.



     “Participation Percentage” means, with respect to a particular Participant, the Participation
Percentage assigned to such Participant by the Committee. The Committee shall assign Participation
Percentages to the Participants by means of a written resolution adopted by the Committee at any
time prior to the occurrence of a Change in Control. In no event shall the sum of the
Participation Percentages of all of the Participants exceed 100 percent, and in no event shall the
Participation Percentage assigned to any single Participant exceed 30 percent. If a Participant’s
status as such is terminated, such Participant’s Participation Percentage shall be reduced to zero.



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     “Special Incentive Compensation Amount” means, with respect to a particular Participant, a sum
of money in United States Dollars equal to the product of the Transaction Value as of the
Measurement Date, multiplied by the multiplier amount determined by the Committee in a resolution
adopted by the Committee prior to a Change of Control.



     “Transaction Value” means the value of the transaction giving rise to the Change in Control.
The Transaction Value of any particular transaction shall be determined by the Committee in a
resolution adopted by the Committee prior to the particular Change of Control giving rise to the
payment obligation hereunder.



     4. TERMS AND CONDITIONS



          (a) Payments. Simultaneously with the closing of a transaction resulting in a Change
of Control, the Company shall pay to each Participant a sum of money equal to the Special Incentive
Compensation Amount for such Participant. All payments hereunder shall be subject to withholding
of applicable income, employment or similar taxes.




     5. RIGHTS OF EMPLOYEES



     A Participant’s participation in this Plan does not create any obligation whatsoever by the
Company or any of its subsidiaries to continue such Participant’s employment or otherwise affect
the Company’s right to terminate such Participant’s employment at will, with or without cause in
the sole discretion of the Company or any of the Company’s subsidiaries which is an employer of
such Participant; provided, however, that nothing contained in this Section 6 shall be construed to
amend or modify in any respect any written employment agreements between the Company and any
Participant. No person shall solely as a result of the existence of this Plan or such person’s
participation herein be entitled to review or have access to the books and records of the Company
or any of its subsidiaries. The Company shall provide each Participant with a schedule showing how
such Participant’s payment hereunder was calculated. Amounts due hereunder shall be in addition to
amounts which may be due to an employee by reason of any other agreements between the Participant
and the Company.



     6. TERM, EFFECTIVE DATE AND TERMINATION



     The term (“Term”) of this Plan shall commence on July 28, 2005 (the “Effective Date” and shall
automatically terminate on the date that is two years after the Effective Date (“Termination
Date”). No payments shall be made hereunder with respect to any Change in Control occurring after
the Termination Date. In addition, this Plan shall apply only with respect to the first Change in
Control occurring after the Effective Date.




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