Amendment to Carrols Holdings Corporation... Tropical Long-Term Incentive Plan


 Exhibit 10.1 
  
 AMENDMENT TO THE 
 CARROLS HOLDINGS CORPORATION 
 1998 POLLO TROPICAL LONG-TERM INCENTIVE PLAN 
  
  
 WHEREAS, Carrols Holdings Corporation (the “Company”) previously established, and currently maintains, the Carrols Holdings Corporation 1998 Pollo Tropical Long-Term Incentive Plan (the “Plan”); 
  
 WHEREAS, for purposes of the Plan and the awards to be granted thereunder,
the Company previously instituted a separate series of common stock designed to track the performance of the Pollo Tropical business (the “Pollo Tropical Stock”); 
  
 WHEREAS, effective as of October 27, 2004 (the “Effective Date”) in order to reflect the current more integrated
method of operating its business, the Company decided to eliminate the Pollo Tropical Stock, and reclassify all current series of the Company’s common stock, including, but not limited to, the Pollo Tropical Stock, into one series of common
stock, referred to as the “Common Stock”; 
  
 WHEREAS,
pursuant to Section 14 of the Plan, the Committee (as such term is defined in the Plan) may amend the Plan and any awards granted thereunder, subject to the limitations set forth therein; 
  
 WHEREAS, pursuant to Section 11 of the Plan, appropriate adjustments may be made to the Plan and any awards granted
thereunder to reflect the reclassification of the Company’s common stock described above; 
  
 WHEREAS, the Committee desires to amend the Plan to reflect the reclassification of the Company’s common stock described above; 
  
 NOW, THEREFORE, the Plan hereby is amended as follows: 
  
  
 I. 
  
 Effective as of the Effective Date, the definition of “Carrols
Stock” is amended in its entirety to read as follows: 
  
 “Carrols Stock” means the common stock, par value $.01 per share, of the Company. 
  
  
 II. 
  
 Effective as of the Effective Date, the definitions of “Pollo Tropical Group” and “Sale of the Pollo Tropical
Group” and any and all references to any of such defined terms in the Plan are deleted in their entirety. 
  






 III. 
  
 Effective as of the Effective Date, the definition of “Stock” or “Share” is amended in its entirety to read as follows: 
  
 “Stock” or “Share” means Carrols Stock, which may be
authorized but unissued or issued and reacquired. 
  
 IV.

  
 Section 9 of the Plan is amended by adding the following
immediately after its title: 
  
 “The provisions of this
Section 9 shall cease to apply as of October 27, 2004 (or such other date as shall be selected by the Company, in its discretion, to effectuate the reclassification of all current series of the Company’s common stock, including, but not limited
to, the Pollo Tropical Stock, into one series of common stock) (the “Conversion Date”); provided, however, that notwithstanding anything to the contrary in the Plan or any other document governing the Stock Options, the reclassification of
the Stock Options outstanding as of the Conversion Date as options to purchase shares of the Company’s new combined common stock, which shall occur in connection with the combination of all current series of the Company’s common stock,
shall constitute a Triggering Event (as defined in Section 9(d)) for purposes hereof.” 
  
 V. 
  
 In all other respects, the
Plan shall remain in full force and effect. 
  
  

			
	CARROLS HOLDINGS CORPORATION
		
	By:	 	 /S/ JOSEPH ZIRKMAN

	Title:	 	 Vice-President