exhibit10-25.htm


    Exhibit
10.25

     

    
      John W.
Cooper



    BONEFISH
GRILL, INC.

    Officer Employment
Agreement

    


    THIS
EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective August
1, 2001, by and among JOHN W. COOPER (hereinafter referred to as “Employee”),
and BONEFISH GRILL, INC., a Florida corporation having its principal office at
2202 N. West Shore Boulevard, 5th Floor,
Tampa, Florida 33607 (hereinafter referred to as the “Employer”).

    


    W I T N E
S S E T H:

    


    This
Agreement is made and entered into under the following
circumstances:

    


    A.WHEREAS,
the Employer is an affiliate of OSI Restaurant Partners, Inc. (“OSI”);
and

    


    B. WHEREAS,
the Employer is engaged in the business of owning and operating restaurants
known as “Bonefish Grill®” utilizing a restaurant operating system and
trademarks owned by or licensed to the Employer; and

    


    C. WHEREAS,
the Employer desires, on the terms and conditions stated herein, to employ
Employee as President of the Employer; and

    


    D. WHEREAS,
the Employee desires, on the terms and conditions stated herein, to be employed
by the Employer as President.

    


    NOW,
THEREFORE, in consideration of the foregoing recitals, and of the premises,
covenants, terms and conditions contained herein, the parties hereto agree as
follows:

    


    1. Employment
and Term. Subject
to earlier termination as provided for in Section 8 hereof, the Employer
hereby employs the Employee, and the Employee hereby accepts employment with the
Employer as President of the Employer for a term commencing on August 20, 2001
and expiring August 20, 2007 (“Term of Employment”). Such Term of Employment
shall be automatically renewed for successive renewal terms of one (1) year each
unless either party elects not to renew by giving written notice to the other
party not less than sixty (60) days prior to the start of any renewal
term.

    


    2. Representations
and Warranties. The Employee hereby represents and warrants to the
Employer that the Employee (i) is not subject to any written nonsolicitation or
noncompetition agreement affecting the Employee’s employment with the Employer
(other than any prior agreement with the Employer, OSI or either of their
affiliates), (ii) is not subject to any written confidentiality or
nonuse/nondisclosure agreement affecting the Employee’s employment with the
Employer (other than any prior agreement with the Employer, OSI or either of
their affiliates), and (iii) has brought to the Employer no trade secrets,
confidential business information, documents, or other personal property of a
prior employer.

    


    3. Duties.
As President of the Employer, the Employee shall:

    


    (a) have such
management, supervisory and operational functions as are customary to such
position, and such other powers, functions and duties may be assigned to the
Employee by the Board of Directors of the Employer or the Chief Executive
Officer or Chief Operating Officer of the Employer; and

    (b) diligently,
competently, and faithfully perform all of the duties and functions hereunder;
and

    (c) not
create a situation that results in termination for Cause (as that term is
defined in Section 8
hereof); and


    
      
        
           

          Bonefish
Grill, Inc.

          President EA with renewal and allowance 2006a

        

         


      

      
        1

        
          

        

      

      
         


        
          John W.
Cooper

        

      

    

     

    (d) devote
one hundred percent (100%) of the Employee’s full business time, attention,
energies and effort to the business affairs of the Employer; and

    (e) conduct
all of his activities in a manner so as to maintain and promote the business and
reputation of the Employer.

    


    The
Employee shall not, during the term of this Agreement, engage in any other
business activity; provided,
however, that the Employee shall be permitted to invest the Employee’s
personal assets and manage the Employee’s personal investment portfolio in such
a form and manner as will not require any business services on Employee’s part
to any third party or conflict with the provisions of Section 9, Section 10 or Section 14 hereof, or
conflict with any published policy of the Employer or its affiliates, including
but not limited to the insider trading policy of the Employer or its
affiliates.

    


    The
Employee shall be responsible for directly reporting to the Chief Executive
Officer or Chief Operating Officer of the Employer on all matters for which the
Employee is responsible.

    


    Notwithstanding
anything to the contrary herein, the parties acknowledge and agree that the
Employee shall, during the term of this Agreement and at the request of the
Employer, also serve as an officer of any subsidiary or affiliate of the
Employer or OSI, as the Employer shall request. In such capacity, Employee shall
be responsible generally for all aspects of such office. All terms, conditions,
rights and obligations of this Agreement shall be applicable to Employee while
serving in such office as though Employee and such subsidiary or affiliate of
the Employer or OSI had separately entered into this Agreement, except that the
Employee shall not be entitled to any compensation, vacation, fringe benefits,
automobile allowance or other remuneration of any kind whatsoever from such
subsidiary or affiliate of the Employer or OSI.

    


    4. Compensation. During the Term of
Employment, the Employee shall be entitled to an annual base salary equal to at
least the annual salary of Employee on the effective date hereof, payable in
equal biweekly installments by the Employer, to be reviewed annually by the
Employer.

    


    5. Vacation. Employee shall be entitled
to three (3) weeks paid vacation (selected by Employee, but subject to the
reasonable business requirements of the Employer as determined by the Chief
Executive Officer of the Employer) during each full year during the Term of
Employment. Vacation granted but not used in any year shall be forfeited at the
end of such one-year period and may not be carried over to any subsequent
year.

    


    6. Fringe
Benefits. In
addition to any other rights the Employee may have hereunder, the Employee shall
also be entitled to receive those fringe benefits, including, but not limited
to, complimentary food, life insurance, medical benefits, etc., if any, as may be
provided by the Employer to similar employees of the Employer.

    


    7. Automobile Allowance;
Expenses.

    


    (a)           During
the Term of Employment, the Employer shall pay to Employee a monthly automobile
allowance in the amount of FOUR HUNDRED AND 00/100 DOLLARS ($400.00). Such
automobile allowance shall be in lieu of reimbursement by the Employer of the
costs to Employee of purchasing and maintaining an automobile, and all
operational expenses, including, without limitation, mileage, repairs,
insurance, etc., in connection therewith; provided, however, that the Employer
shall reimburse Employee for the cost of gasoline used in conducting the
Employer’s business. Employee shall, at all times during the Term of Employment,
maintain an automobile for use in connection with the performance of Employee’s
duties and shall maintain in full force and effect, at all times, with the
Employer as additional loss payees, at least TWO HUNDRED FIFTY THOUSAND AND
00/100 DOLLARS ($250,000.00) in property damage and FIVE HUNDRED THOUSAND AND
00/100  DOLLARS ($500,000.00) in personal liability automobile
insurance, with an additional ONE


    
      
        
           

          Bonefish
Grill, Inc.

          President EA with renewal and allowance 2006a

        

         


      

      
        2

        
          

        

      

      
         


        
          John W.
Cooper

        

      

    

     

     MILLION
DOLLARS ($1,000,000.00) personal liability umbrella. Such insurance shall be
written with an insurance carrier reasonably acceptable to the Employer and
shall provide that such insurance cannot be changed, cancelled or permitted to
expire without at least ten (10) days prior written notice to the
Employer.

    


    (b)           Subject
to approval by the Chief Financial Officer of the Employer and compliance with
the Employer’s policies, the Employee may incur reasonable expenses on behalf of
and in furtherance of the business of the Employer. Upon approval of such
expenses by the Chief Financial Officer, the Employer shall promptly reimburse
the Employee for all such expenses upon presentation by the Employee, from time
to time, of appropriate receipts or vouchers for such expenses that are
sufficient in form and substance to satisfy all federal tax requirements for the
deductibility of such expenses by the Employer.

    


    8.           Termination. Notwithstanding the
provisions of Section 1
hereof, the Term of Employment shall terminate prior to the end of the period of
time specified in Section
1, immediately upon:

    


    (a) The death
of the Employee; or

    


    (b) The
Employee’s Disability during the Term of Employment. For purposes of this
Agreement, the term “Disability” shall mean the inability of the Employee,
arising out of any medically determinable physical or mental impairment, to
perform the services required of the Employee hereunder for a period of ninety
(90) consecutive days; or

    


    (c) The
existence of Cause. For purposes of this Agreement, the term “Cause” shall be
defined as:

    


    (i)           Any
dishonesty by the Employee in the Employee’s dealings with the Employer, the
commission of fraud by the Employee, negligence in the performance of the duties
of the Employee, insubordination, willful misconduct, or the conviction (or plea
of guilty or nolo contendere) of the Employee of any felony, or any other crime
involving dishonesty or moral turpitude; or

    


    (ii)           Any
violation of any covenant or restriction contained in Section 9, Section 10, Section 12
or Section 14
hereof; or

    


    (iii)           Any
violation of any material published policy of the Employer or its affiliates
(material published policies include, but are not limited to, the Employer’s
discrimination and harassment policy, management duty policy, responsible
alcohol policy and insider trading policy);

    


    or

    


    (d) At the
election of the Employer, upon the sale of a majority ownership interest in the
Employer or substantially all of the assets of the Employer; or

    


    (e) At the
election of the Employer, upon the determination by the Employer to cease the
Employer’s business operations; or

    


    (f) At the
election of the Employer in its sole discretion, for any reason or no reason. In
the event of termination of this Agreement pursuant to this Section 8(f), the Employee
shall be entitled to receive as full and complete severance compensation, the
base salary provided for herein for a period of



    
      
        
           

          Bonefish
Grill, Inc.

          President EA with renewal and allowance 2006a

        

         


      

      
        3

        
          

        

      

      
         


        
          John W.
Cooper

        

      

    

     

    one (1)
year from the effective date of such termination (the “Severance”). Severance
shall be payable in bi-weekly installments. The Employee acknowledges and agrees
that in the event of termination of this Agreement pursuant to this Section 8(f) the Severance
provided in this Section
8(f) shall be the only obligation that the Employer, OSI or any of their
affiliates shall have to the Employee. Employee acknowledges that in the event
of termination of Employee’s employment as President of the Employer, whether
pursuant to this Section 8(f)
or otherwise, any Long Term Incentive Agreement (“LTIA”) with the
Employer or any of its affiliates shall terminate immediately and the Employee
shall not be entitled to any further payments under such LTIA.

    


    For all
purposes of this Agreement, termination for Cause shall be deemed to have
occurred in the event of the Employee’s resignation when, because of existing
facts and circumstances, subsequent termination for Cause can be reasonably
foreseen.

    


    Except as
otherwise provided in Section
8(f), in the event of termination of this Agreement pursuant to this
Section 8, the Employee
or the Employee’s estate, as appropriate, shall be entitled to receive (in
addition to any fringe benefits payable upon death in the case of the Employee’s
death) the base salary provided for herein up to and including the effective
date of termination, prorated on a daily basis.

    


    The
Employee acknowledges and agrees that in the event of termination of Employee’s
employment as President of the Employer, with or without Cause, any LTIA between
the Employee and the Employer or any of its affiliates shall terminate
immediately and the Employee shall not be entitled to any further payments under
such LTIA.

    


    9.           Noncompetition.

    


    (a) During Term. During
the Employee’s employment with the Employer, the Employee shall not,
individually or jointly with others, directly or indirectly, whether for the
Employee’s own account or for that of any other person or entity, engage in or
own or hold any ownership interest in any person or entity engaged in a
restaurant business, and the Employee shall not act as an officer, director,
employee, partner, independent contractor, consultant, principal, agent,
proprietor, or in any other capacity for, nor lend any assistance (financial or
otherwise) or cooperation to any such person or entity.

    


    (b) Post
Term.  For a continuous period of two (2) years commencing on
termination of the Employee’s employment with the Employer, regardless of any
termination pursuant to Section
8 or any voluntary termination or resignation by the Employee, the
Employee shall not, individually or jointly with others, directly or indirectly,
whether for the Employee’s own account or for that of any other person or
entity, engage in or own or hold any ownership interest in, have any interest in
or lend any assistance to, any seafood restaurant or any person or entity
engaged in a business owning, operating, franchising or controlling a seafood
restaurant business, and that is located or intended to be located anywhere
within a radius of thirty (30) miles of any Bonefish Grill® restaurant owned or
operated by the Employer, the Company or their affiliates or any proposed
Bonefish Grill® restaurant to be owned or operated by any of the foregoing, and
the Employee shall not act as an officer, director, employee, partner,
independent contractor, consultant, principal, agent, proprietor, chef, or in
any other capacity for, nor lend any assistance (financial or otherwise) or
cooperation to, any such person, or entity. For purposes of this Section 9(b), Bonefish Grill®
restaurants owned or operated by the Company shall include Bonefish Grill®
restaurants operated or owned by an affiliate of the Company, any successor
entity to the Company, and any entity in which the Company has an interest,
including but not limited to, an interest as a franchisor. The term “proposed
Bonefish Grill® restaurant” shall include all locations for which the Company,
its franchisees or affiliates is conducting active, bona fide negotiations to
secure a fee or leasehold interest with the intention of establishing one or
more Bonefish Grill® restaurants thereon. For purposes of this Section 9(b), the term
“seafood restaurant” shall mean any restaurant for which: (i)
the



    
      
        
           

          Bonefish
Grill, Inc.

          President EA with renewal and allowance 2006a

        

         


      

      
        4

        
          

        

      

      
         


        
          John W.
Cooper

        

      

    

     

    word
“seafood” or any item of seafood or any word that connotes seafood is used in
its name; or (ii) the sale of seafood is regularly featured in its advertising
or marketing efforts, or (iii) the sale of seafood constitutes thirty percent
(30%) or more of its entrée sales, computed on a dollar basis.

    


    (c) Limitation.
Notwithstanding subsections
(a) and (b), it
shall not be a violation of this Section 9 for Employee to own
a one percent (1%) or smaller interest in any corporation required to file
periodic reports with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, as amended, or successor statute.

    


    10.           Nondisclosure;
Nonsolicitation; Nonpiracy. Except in the performance of
Employee’s duties hereunder, at no time during the Term of Employment, or at any
time thereafter, shall Employee, individually or jointly with others, for the
benefit of Employee or any third party, publish, disclose, use, or authorize
anyone else to publish, disclose, or use, any secret or confidential material or
information relating to any aspect of the business or operations of the
Employer, OSI or their affiliates, including, without limitation, any secret or
confidential information relating to the business, customers, trade or
industrial practices, trade secrets, technology, recipes or know-how of any of
the Employer, OSI or their affiliates. Moreover, during the Employee’s
employment with the Employer and for two (2) years thereafter, Employee shall
not offer employment to any employee of the Employer, OSI, their franchisees or
affiliates, or otherwise solicit or induce any employee of the Employer, OSI,
their franchisees or affiliates to terminate their employment, nor shall
Employee act as an officer, director, employee, partner, independent contractor,
consultant, principal, agent, proprietor, owner or part owner, or in any other
capacity, for any person or entity that solicits or otherwise induces any
employee of the Employer, OSI, their franchisees or affiliates to terminate
their employment.

    


    11.           Employer
Property: Employee Duty to Return. All Employer products, recipes,
product specifications, training materials, employee selection and testing
materials, marketing and advertising materials, special event, charitable and
community activity materials, customer correspondence, internal memoranda,
products and designs, sales information, project files, price lists, customer
and vendor lists, prospectus reports, customer or vendor information, sales
literature, territory printouts, call books, notebooks, textbooks, and all other
like information or products, including all copies, duplications, replications,
and derivatives of such information or products, now in the possession of
Employee or acquired by Employee while in the employ of the Employer, shall be
the exclusive property of the Employer and shall be returned to the Employer no
later than the date of Employee’s last day of work with the
Employer.

    


    12.           Inventions,
Ideas, Processes, and Designs. All inventions, ideas, recipes, processes,
programs, software, and designs (including all improvements) (i) conceived or
made by Employee during the course of Employee’s employment with the Employer
(whether or not actually conceived during regular business hours) and for a
period of six (6) months subsequent to the termination or expiration of such
employment and (ii) related to the business of the Employer, shall be disclosed
in writing promptly to the Employer and shall be the sole and exclusive property
of the Employer. An invention, idea, recipe, process, program, software or
design (including an improvement) shall be deemed “related to the business of
the Employer” if (a) it was made with equipment, supplies, facilities, or
confidential information of the Employer, (b) results from work performed by
Employee for the Employer, or (c) pertains to the current business or
demonstrably anticipated research or development work of the Employer. Employee
shall cooperate with the Employer and their attorneys in the preparation of
patent and copyright applications for such developments and, upon request, shall
promptly assign all such inventions, ideas, recipes, processes, and designs to
the Employer. The decision to file for patent or copyright protection or to
maintain such development as a trade secret shall be in the sole discretion of
the Employer, and Employee shall be bound by such decision. Employee shall
provide, on the back of this Employment Agreement, a complete list of all
inventions, ideas, recipes, processes, and designs if any, patented or
unpatented, copyrighted or non-copyrighted, including a brief description, that
the Employee made or conceived prior to Employee’s employment with the Employer
and that therefore are excluded from the scope of this
Agreement.


    
      
        
           

          Bonefish
Grill, Inc.

          President EA with renewal and allowance 2006a

        

         


      

      
        5

        
          

        

      

      
         


        
          John W.
Cooper

        

      

    

     

    13.           Employer’s
Promise to Give Employee Trade Secrets and Training. In return for Employee’s
agreement not to use or disclose Employer’s trade secrets, training, systems and
confidential proprietary business methods, Employer unconditionally promises to
give Employee within ninety (90) days of the signing of this contract trade
secrets, specialized training and other confidential proprietary business
methods.

    


    Specifically,
Employer unconditionally promises to give Employee one-on-one training from
executives, trainers and senior employees of Employer or its affiliates.
Further, the training will include training and information concerning
procedures and confidential proprietary methods Employer uses to obtain and
retain business from their customer base, operations in Employer’s home office,
marketing and sales techniques, and information regarding the confidential
information listed in Section
12(b) of this Agreement. Further, after the ninety (90) days, as Employer
develops (during Employee’s employment with Employer) additional trade secrets,
employee surveys and analyses, financial data and other confidential proprietary
business methods and overall marketing plans and strategies, Employer promises
to continue to provide, on a periodic basis, said confidential information and
additional training and analysis from their executives, trainers and/or senior
employees to Employee for so long as Employee is employed by Employer as
President.

    


    14.           Employee’s
Promise Not to Disclose Trade Secrets and Confidential Information.
Employee understands and agrees that Employer will provide unique and
specialized training and confidential information concerning Employer’s business
operations, including, but not limited to, recipes, product specifications,
restaurant operating techniques and procedures, marketing techniques and
procedures, financial data, processes, vendors and other information that was
developed and maintained at considerable effort and expense to Employer, for the
Employer’s sole and exclusive use, and which if used by the Employer’s
competitors would give them an unfair business advantage. Employee believes the
unconditional promise to provide said information is sufficient consideration
for Employee’s promise to adhere to the restrictive covenants of Section 9, Section 10, Section 12 and Section 14 of this
Agreement.

    


    15.           Restrictive
Covenants: Consideration; Non-Estoppel; Independent Agreements; and
Non-Executory Agreements. The restrictive covenants
of Section 9, Section 10,
Section 12 and Section
14 of this Agreement are given and made by Employee to induce the
Employer to employ the Employee and to enter into this Agreement with the
Employee, and Employee hereby acknowledges that employment with the Employer is
sufficient consideration for these restrictive covenants.

    


    The restrictive covenants of Section 9, Section 10, Section 12
and Section 14 of
this Agreement shall be construed as agreements independent of any other
provision in this Agreement, and the existence of any claim or cause of action
of Employee against the Employer, whether predicated upon this Agreement or
otherwise, shall not constitute a defense to the enforcement of any restrictive
covenant. The Employer have fully performed all obligations entitling them to
the restrictive covenants of Section 9, Section 10, Section 12
and Section 14 of
this Agreement, and those restrictive covenants therefore are not executory or
otherwise subject to rejection under the Bankruptcy Code.

    


    The refusal or failure of the Employer
to enforce any restrictive covenant of Section 9, Section 10, Section 12
or Section 14 of
this Agreement (or any similar agreement) against any other employee, agent, or
independent contractor, for any reason, shall not constitute a defense to the
enforcement by the Employer of any such restrictive covenant, nor shall it give
rise to any claim or cause of action by Employee against the
Employer.

    


    16.           Reasonableness
of Restrictions; Reformation; Enforcement. The parties hereto recognize
and acknowledge that the geographical and time limitations contained in Section 9, Section 10, Section 12
and Section 14
hereof are reasonable and properly required for the adequate protection of the
Employer’s interests. Employee acknowledges that the Employer is the owner or
the licensee of the Bonefish Grill® trademarks, and the owner or the licensee of
the Bonefish Grill® restaurant operating system and will provide to Employee
training in and confidential information concerning the Bonefish Grill®
restaurant operating system in reliance on the



    
      
        
           

          Bonefish
Grill, Inc.

          President EA with renewal and allowance 2006a

        

         


      

      
        6

        
          

        

      

      
         


        
          John W.
Cooper

        

      

    


    covenants
contained in Section 9, Section
10, Section 12 and
Section 14 hereof. It is agreed by the parties hereto that if any portion
of the restrictions contained in Section 9, Section 10, Section 12
or Section 14 are
held to be unreasonable, arbitrary, or against public policy, then the
restrictions shall be considered divisible, both as to the time and to the
geographical area, with each month of the specified period being deemed a
separate period of time and each radius mile of the restricted territory being
deemed a separate geographical area, so that the lesser period of time or
geographical area shall remain effective so long as the same is not
unreasonable, arbitrary, or against public policy. The parties hereto agree that
in the event any court of competent jurisdiction determines the specified period
or the specified geographical area of the restricted territory to be
unreasonable, arbitrary, or against public policy, a lesser time period or
geographical area that is determined to be reasonable, nonarbitrary, and not
against public policy may be enforced against Employee. If Employee shall
violate any of the covenants contained herein and if any court action is
instituted by the Employer to prevent or enjoin such violation, then the period
of time during which the Employee’s business activities shall be restricted, as
provided in this Agreement, shall be lengthened by a period of time equal to the
period between the date of the Employee’s breach of the terms or covenants
contained in this Agreement and the date on which the decree of the court
disposing of the issues upon the merits shall become final and not subject to
further appeal.

    


    In the
event it is necessary for the Employer to initiate legal proceedings to enforce,
interpret or construe any of the covenants contained in Section 9, Section 10, Section 12
or Section 14
hereof, the prevailing party in such proceedings shall be entitled to receive
from the non-prevailing party, in addition to all other remedies, all costs,
including reasonable attorneys’ fees, of such proceedings including appellate
proceedings.

    


    17.           Specific
Performance.
Employee agrees that a breach of any of the covenants contained in Section 9, Section 10, Section 12
or Section 14
hereof will cause irreparable injury to the Employer for which the remedy
at law will be inadequate and would be difficult to ascertain and therefore, in
the event of the breach or threatened breach of any such covenants, the Employer
shall be entitled, in addition to any other rights and remedies they may have at
law or in equity, to obtain an injunction to restrain Employee from any
threatened or actual activities in violation of any such covenants. Employee
hereby consents and agrees that temporary and permanent injunctive relief may be
granted in any proceedings that might be brought to enforce any such covenants
without the necessity of proof of actual damages, and in the event the Employer
does apply for such an injunction, Employee shall not raise as a defense thereto
that the Employer has an adequate remedy at law.

    


    18.           Assignability. This Agreement and the
rights and duties created hereunder, shall not be assignable or delegable by
Employee. The Employer shall have the right, without Employee’s knowledge or
consent, to assign this Agreement, in whole or in part and any or all of the
rights and duties hereunder, including but not limited to the restrictive
covenants of Section 9, Section
10, Section 11, Section 12 and Section 14 hereof to any
person, including but not limited to any affiliate of the Employer, or any
successor to the Employer’s interest in the Bonefish Grill® restaurants, and
Employee shall be bound by such assignment. Any assignee or successor may
enforce any restrictive covenant of this Agreement.

    


    19.           Effect of
Termination. The
termination of this Agreement, for whatever reason or no reason, or the
expiration of this Agreement shall not extinguish those obligations of Employee
specified in Section 9,
Section 10, Section 11, Section 12 and
Section 14 hereof. The
restrictive covenants of Section 9, Section 10, Section 11,
Section 12 and Section
14 shall survive the termination or expiration of this Agreement. The
termination or expiration of this Agreement shall extinguish the right of any
party to bring an action, either in law or in equity, for breach of this
Agreement by any other party.

    


    20.           Captions;
Terms. The
captions of this Agreement are for convenience only, and shall not be construed
to limit, define, or modify the substantive terms hereof.

    


    21.           Acknowledgments.
Employee hereby acknowledges that the Employee has been provided with a copy of
this Agreement for review prior to signing it, that the Employee has been given
the opportunity to have this


    
      
        
           

          Bonefish
Grill, Inc.

          President EA with renewal and allowance 2006a

        

         


      

      
        7

        
          

        

      

      
         


        
          John W.
Cooper

        

      

    


    Agreement
reviewed by Employee’s attorney prior to signing it, that the Employee
understands the purposes and effects of this Agreement, and that the Employee
has been given a signed copy of this Agreement for Employee’s own
records.

    


    22.           Notices. All notices or other
communications provided for herein to be given or sent to a party by the other
party shall be deemed validly given or sent if in writing and mailed, postage
prepaid, by certified United States mail, return receipt requested, addressed to
the parties at their addresses hereinabove set forth or at their last known
address. Any party may give notice to the other party at any time, by the method
specified above, of a change in the address at which, or the person to whom,
notice is to be addressed.

    


    23.           Severability. Each section, subsection,
and lesser Section of this Agreement constitutes a separate and distinct
undertaking, covenant, or provision hereof. In the event that any provision of
this Agreement shall be determined to be invalid or unenforceable, such
provision shall be deemed limited by construction in scope and effect to the
minimum extent necessary to render the same valid and enforceable, and, in the
event such a limiting construction is impossible, such invalid or unenforceable
provision shall be deemed severed from this Agreement, but every other provision
of this Agreement shall remain in full force and effect.

    


    24.           Waiver. The failure of a party to
enforce any term, provision, or condition of this Agreement at any time or times
shall not be deemed a waiver of that term, provision, or condition for the
future, nor shall any specific waiver of a term, provision, or condition at one
time be deemed a waiver of such term, provision, or condition for any future
time or times.

    


    25.           Parties. This Agreement shall be
binding upon, and shall inure to the benefit of, the parties hereto and their
legal representatives, and proper successors or assigns, as the case may
be.

    


    26.           Governing
Law. The
validity, interpretation, and performance of this Agreement shall be governed by
the laws of the State of Florida without giving effect to the principles of
comity or conflicts of laws thereof.

    


    27.           Consent
to Personal Jurisdiction and Venue. Employee hereby consents to
personal jurisdiction and venue, for any action brought by the Employer arising
out of a breach or threatened breach of this Agreement or out of the
relationship established by this Agreement, exclusively in the United States
District Court for the Middle District of Florida, Tampa Division, or in the
Circuit Court in and for Hillsborough County, Florida; Employee hereby agrees
that any action brought by Employee, alone or in combination with others,
against the Employer, whether arising out of this Agreement or otherwise, shall
be brought exclusively in the United States District Court for the Middle
District of Florida, Tampa Division, or in the Circuit Court in and for
Hillsborough County, Florida.

    


    28.           Affiliate. Whenever used in this
Agreement, the term “affiliate” shall mean, with respect to any entity, all
persons or entities (i) controlled by the entity, (ii) that control the entity,
or (iii) that are under common control with the entity.

    


    29.           Cooperation.
Employee shall cooperate fully with all reasonable requests for information and
participation by the Employer, its agents, or its attorneys, in prosecuting or
defending claims, suits, and disputes brought on behalf of or against one or
both of them and in which Employee is involved or about which Employee has
knowledge.

    


    30.           Amendments.
No change, modification, or termination of any of the terms, provisions, or
conditions of this Agreement shall be effective unless made in writing and
signed or initialed by all signatories to this Agreement.

    

      
        
          
             

            Bonefish
Grill, Inc.

            President EA with renewal and allowance 2006a

          

           


        

        
          8

          
            

          

        

        
           


          
            John W.
Cooper

          

        

      

    

     

    31.           WAIVER OF
JURY TRIAL. ALL PARTIES
TO THIS AGREEMENT KNOW AND UNDERSTAND THAT THEY HAVE A CONSTITUTIONAL RIGHT TO A
JURY TRIAL. THE PARTIES ACKNOWLEDGE THAT ANY DISPUTE OR CONTROVERSY THAT MAY
ARISE OUT OF THIS AGREEMENT WILL INVOLVE COMPLICATED AND DIFFICULT FACTUAL AND
LEGAL ISSUES.

    


    THE PARTIES HEREBY WAIVE ANY RIGHT TO
TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING,
AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY
OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF
THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY
TO WAIVE TRIAL BY JURY AND THAT ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING
TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS SHALL INSTEAD BE TRIED
IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A
JURY.

    


    THE PARTIES INTEND THIS WAIVER OF THE
RIGHT TO A JURY TRIAL BE AS BROAD AS POSSIBLE. BY THEIR SIGNATURES BELOW, THE
PARTIES PROMISE, WARRANT AND REPRESENT THAT THEY WILL NOT PLEAD FOR, REQUEST OR
OTHERWISE SEEK TO HAVE A JURY TO RESOLVE ANY AND ALL DISPUTES THAT MAY ARISE BY,
BETWEEN OR AMONG THEM.

    


    32.           Entire
Agreement; Counterparts.
This Agreement and the agreements referred to herein constitute the
entire agreement between the parties hereto concerning the subject matter
hereof, and supersede any prior employment agreement with the Employer, OSI or
any of their affiliates and supersedes all prior memoranda, correspondence,
conversations, negotiations and other agreements. This Agreement may be executed
in several identical counterparts that together shall constitute but one and the
same Agreement.

    


    IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first written above.

    


    “EMPLOYEE”

    


    /s/ Kelly B.
Lefferts
___________________                /s/ John W.
Cooper
__________________________

    Kelly B.
Lefferts                                                            JOHN
W. COOPER

    Witness

    


    /s/ Julie
Skukalek _____________________

    Julie
Skukalek

    Witness

    


    “EMPLOYER”

    


    
      	
              Attest:

            	
              BONEFISH
      GRILL, INC., Florida corporation

            


    

    


    


    By: /s/ Joseph J.
Kadow__________                         By:
/s/ A. William
Allen, III____________________

          JOSEPH
J. KADOW,
Secretary                                A.
WILLIAM ALLEN, III, Chief Executive Officer

    


     

     

    Bonefish Grill,
Inc.

    
      President EA with renewal and allowance 2006a
9