exhibit10-35.htm


     

    Exhibit
10.35

     

    OSI
RESTAURANT PARTNERS, LLC

    HCE
DEFERRED COMPENSATION PLAN

     

    OSI
Restaurant Partners, LLC, a Delaware limited liability company, on behalf of
itself and its Subsidiaries (the "Company"), hereby establishes this HCE
Deferred Compensation Plan (the "Plan"), effective October 1, 2007, for the
purpose of attracting, retaining and rewarding high quality executives and
promoting in its key executives increased efficiency and an interest in the
successful operation of the Company. The benefits provided under the Plan shall
be provided in consideration for services to be performed after the effective
date of the Plan, but prior to the executive's retirement. The 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 Plan
pursuant to Article 8 of the Plan.

     

    1.3           Base
Salary shall mean the Participant's base annual salary excluding
incentive and discretionary bonuses and other non-regular forms of compensation,
before reductions for contributions to or deferrals under any pension, deferred
compensation or benefit plans sponsored by the Company.

     

    1.4     Beneficiary
shall mean the person or entity designated as such in accordance with
Article 7 of the Plan.

     

    1.5           Bonus
shall mean any amount paid to the Participant by the Company in the form
of a discretionary or incentive compensation or any other bonus designated by
the Administrator before reductions for contributions to or deferrals under any
pension, deferred compensation or benefit plans sponsored by the
Company.

     

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

     

    1.7     Company
shall mean OSI Restaurant Partners, LLC 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 OSI Restaurant Partners, LLC to act on its
behalf.

     

    
      	
              1.8  

            	
                    
      Company Contribution(s)
      shall mean the contributions by the Company to a Participant's Account
      pursuant to Article 2 of the Plan.

            



      
        
          
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    OSI Restaurant Partners, LLC HCE Deferred Compensation
Plan

     

    1.9            Company
Contribution Account shall mean an Account established for a
Company Contribution pursuant to Section 3.1.

     

    1.10           Crediting
Rate shall mean the notional gains and losses credited on the
Participant's Account balance pursuant to Section 3.3 of the Plan.

     

    1.11           Disabled,
or 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.

     

    1.12           Eligible
Employee shall mean a key management level or highly compensated
employee of the Company who is designated by the Administrator to be eligible to
participate in the Plan.

     

    1.13           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.

     

    1.14           Participant
shall mean an Eligible Employee who has elected to participate and has
executed a Participation Election Form pursuant to Article 2 of the
Plan.

     

    1.15           Participation
Election Farm shall mean the written agreement to make a deferral
submitted by the Participant to the Administrator on a timely basis pursuant to
Article 2 of the Plan. The Participant Election Form may take the form of an
electronic communication followed by appropriate written confirmation according
to specifications established by the Administrator.

     

    1.16           Plan
Year shall mean the calendar year

     

    1.17     Retirement
Account shall mean an Account established pursuant to Section 3.1
which is scheduled to commence on Termination of Employment.

     

    1.18           Scheduled
Distribution shall mean a distribution elected by the Participant
pursuant to Article 4 of the Plan.

     

    1.19           Scheduled
Distribution Account shall mean an Account established pursuant to
Sections 3.2 which is scheduled to commence distribution an a scheduled date
elected under Section 4.1.

     

    
            1.20     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 


       

    

    
      
        
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    OSI
Restaurant Partners, LLC HCE Deferred Compensation Plan

     

    Settlement
Date shall be the later of (i) January of the Plan Year following the Plan year
in which the event triggering payout occurs or (ii) ninety (90) days following
Termination of Employment. If the event triggering payout is death, the
Administrator shall be 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. Any payments delayed by reason of the preceding
sentence shall be caught up and paid in a single lump sum on the first day such
payment is permissible consistent with the provisions of Code Section
409A.

     

    1.21           Subsidiaries
shall mean a majority owned subsidiaries or other entities in which OSI
Restaurant Partners, LLC. 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 OSI Restaurant Partners, LLP. and the
Administrator shall act as agents for purposes of adoption, amendment and
administration of the Plan and all associated matters or
documentation.

     

    1.22           Termination
of Employment shall mean, with respect to a given
Participant, the date when, for any reason, including by reason of Retirement,
death or Disability, the level of services provided by such Participant to the
Company (or any affiliate under common ownership aggregated with the Company for
purposes of Code Section 409A) in any capacity has permanently decreased to a
level equal to no more than 20 percent of the average level of services
performed by such Participant for the Company during the immediately preceding
36-month period (or the Participant's full period of services to the Company if
a lesser period).

     

    1.23           Unforeseeable
Emergency shall mean a severe financial hardship to the
Participant resulting from an illness or accident involving the Participant, the
Participant's spouse, or the Participant's dependent (as defined in Code Section
152 (a)), loss of the Participant's property due to casualty, or other similar
extraordinary and unforeseeable circumstance arising as a result of events
beyond the control of the Participant (but shall in all events correspond to the
meaning of the term "unforeseeable emergency" in Code Section
409A).

     

    1.24    Valuation
Date shall mean either (i) the date through which earnings are credited
or (ii) the date on which the value of an Account balance is established, and
shall be as close to the payout or other event triggering valuation as is
administratively feasible; provided, however, that in no event shall the
Valuation Date occur earlier than the last day of the month preceding the month
in which the payout or other event triggering valuation occurs.

     

    1.25           Years
of Participation shall mean the cumulative consecutive Plan Years
the Participant has participated in the Plan, beginning with the first complete
Plan Year coinciding with or beginning after the Participant's election to
participate in the Plan. A Participant shall be considered a Participant in the
Plan for purposes of accumulating Years of Participation at all


    
      
        
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    times prior to Termination of Employment during which the Participant
possesses a positive Account balance even if the Participant is not making any
deferrals during such period.

     

    1.26           Years
of Service shall mean the cumulative consecutive years of
continuous full-time employment with the Company, beginning on the first day of
the calendar year in which the Participant first began service with the Company
and counting each anniversary thereof.

     

    ARTICLE
2

    Participation

     

    2.1           Elective Deferral.
Each year a Participant may elect to defer any whole percentage between five
percent (5%) and ninety percent (90%) of Base Salary and/or any whole percentage
between five percent (5%) and one hundred percent (100%) of Bonus or in excess
of a specified dollar amount of Bonus earned by the Participant for the
applicable Plan Year. The Administrator may further limit the minimum or maximum
amount deferred by an Participant or group of Participants, or waive the
foregoing limits for any Participant or group of Participants, for any
reason.

     

    2.2           Participation Election
Form. In order to make a deferral, an Eligible Executive must submit a
Participation Election Form to the Administrator during the enrollment period
established by the Administrator prior to the beginning of the Plan Year during
which the services are performed for which such Base Salary or Bonus are earned.
Notwithstanding the foregoing, within 30 days after an Eligible Executive first
becomes eligible to participate in the Plan (if the Eligible Executive is not
already participating in any Company sponsored deferral arrangement which is
aggregated with this Plan for purposes of Code Section 409A) the Administrator
may establish a special enrollment period for such Eligible Executive to allow
deferrals of Base Salary or Bonus attributable to services performed during the
balance of such Plan Year. Each Participant shall be required to submit a new
Participant Election Form on a timely basis each Plan Year in order to make a
deferral election for such subsequent Plan Year. An election to defer Base
Salary or Bonus shall be irrevocable upon termination of the enrollment period
except as provided in Section 5.6 in the event the Participant becomes Disabled
or Section 5.5 in the case of an Unforeseeable Emergency.

     

    2.3           Elections Regarding Time and
Form of Payout. At the time that a Participant makes a deferral election
with respect to a Plan Year, the Participant shall also designate the time and
form that such deferral shall be distributed (together with any discretionary
Company Contributions made for such Plan Year pursuant to Section 2.4 and all
notional earnings on the deferral and any Company Contributions). All elections
must provide for distribution to be made at a time and in a form that is
consistent with the distribution options made available under the Plan. Except
as expressly provided herein, an election with respect to the time and form of
benefit payouts may not be changed, nor may any distribution be accelerated. A
subsequent election that delays payment or changes the form of payment is
permitted only if all
of the following requirements are met:

    


    
                (1)    the new election does
not take effect until at least twelve (12) months after the date on which
the new election is made;

    

    

      
        
          
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Restaurant Partners, LLC HCE Deferred Compensation Plan

     

    (2)           in
the case of payments made on account of Termination of Employment (other than by
reason of death or Disability)or according to a Scheduled Distribution, the new
election delays payment for at least five (5) years from the date that payment
would otherwise have been made, absent the new election;
and


     

    (3)           in
the case of payments made according to a Scheduled
Distribution, the new election is not made less than twelve (12)
months before the date on which
payment would have been made (or, in the case of installment payments, the first
installment payment would have been made) absent the new
election.

     

    Election
changes made pursuant to this Section shall be made on written forms provided by
the Administrator, and in accordance with rules established by the Administrator
and shall comply with all requirement of Code Section 409A and applicable
Treasury Regulations.

     

    2.4           Company
Contributions. From time to time, the Company may make a discretionary
Company Contribution to the Plan on behalf of an Eligible Employee or existing
Participant. Company Contributions shall be made in the complete and sole
discretion of 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, as conclusively determined by the Administrator. Company
Contributions shall vest at the time or according to the schedule specified by
the Administrator at the time the contributions is made. 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.

    


     

    ARTICLE
3

    Accounts

     

    3.1           Participant Accounts.
A separate Retirement Account or Scheduled Distribution Account shall be
maintained for each Plan Year for which a Participant has made a deferral
election pursuant to this Plan, and shall be credited with the Participant's
deferrals directed by the Participant to such Account at the time such amounts
would otherwise have been paid to the Participant. 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 deferral or the Company
Contribution is credited to an Account through the Valuation Date.

     

      
3.2           Vesting of Accounts.
All voluntary deferrals and notional earnings thereon credited to a
Participant's Accounts shall be fully vested at all times. Company Contributions
and earnings thereon shall vest as specified by the Administrator at the time
the Company Contributions is made.

     

          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

    

      
        
          
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Restaurant Partners, LLC HCE Deferred Compensation Plan

     

    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           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           Election. The
Participant may make an election on the Participant Election Form at the time of
malting a deferral to take a Scheduled Distribution from the Account established
by the Participant for such purpose, including any earnings credited thereon.
The Participant may elect to receive the Scheduled Distribution in January of
any Plan Year on or after the third (3rd) Plan
Year following the enrollment period in which such Scheduled Distribution is
elected and may elect to have the Scheduled Distribution distributed over a
period of up to four (4) years.

     

    4.2           Timing of Scheduled
Distribution. The Scheduled Distribution shall commence in January of the
Plan Year elected by the Participant in the Participant Election Form unless
preceded by a Termination of Employment. In the event of a Termination of
Employment prior to the date elected for a Scheduled Distribution, all
outstanding amounts credited to the participant's Scheduled Distribution
Accounts shall be paid in the form provided in Section 5.2 of the Plan. In
the event such Termination of Employment is a result of the Participant's death,
outstanding Scheduled Distribution Accounts shall be paid as provided in Section
5.4 of the Plan.

     

    ARTICLE
5

    Benefits

    


     

    5.1           Termination Benefits.  In
the event of the Participant's Termination of Employment other than by reason of
Disability or death, the Participant shall be entitled to receive an amount
equal to the total balance of all of the Participant's Accounts, credited with


     

    
      
        
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Restaurant Partners, LLC HCE Deferred Compensation Plan

     

    notional
earnings as provided in Article 3 through the Valuation Date. The benefits shall
be paid in a single lump sum unless the Participant has completed either five
(5) Years of Participation or ten (10) Years of Service as of the date of
Termination of Employment, in which case, the Account shall be paid as elected
by the Participant pursuant to Section 2.3. The Participant may elect to receive
such retirement benefits in substantially equal annual installments over a
specified period of two to fifteen (15) years. Retirement benefits shall
commence on the Settlement Date next following Termination of
Employment.

     

    5.2           Early Termination
Benefit. Upon Termination of Employment other than by reason of
Disability or death prior to completion of either five (5) Years of
Participation or ten (10) Years of Service, the Company shall pay to the
Participant a termination benefit equal to the balance on Termination of
Employment of all of the Participant's Accounts credited with notional earnings
as provided in Article 3 through the Valuation Date. The early termination
benefits shall be paid in a single lump sum on the Settlement Date following
Termination of Employment.

     

    5.3           Death Benefits. If
the Participant dies prior to commencement of benefits from a particular
Account, the Company shall pay to the Participant's Beneficiary a death benefit
equal to the total balance on death of the Participant's Account credited with
notional earnings as provided in Article 3 through the Valuation Date in the
form of a single lump on the Settlement Date following the Participant's death.
If the Participant dies after benefits have commenced from a particular Account,
the Company shall pay to the Participant's Beneficiary an amount equal to the
remaining benefits payable to the Participant from such Account over the same
period such benefits would have been paid to the Participant, subject to Section
5.6.

     

    5.4           Distributions For
Unforeseeable Emergency  Upon a
fording that the Participant (or, after the Participant's death, the
Beneficiary) has suffered an Unforeseeable Emergency, the Administrator may at
the request of the Participant, and subject to compliance with Code Section
409A, approve cessation of current deferrals or accelerate distribution of
benefits under the Plan in an amount reasonably necessary to alleviate such
Unforeseeable Emergency. The amount distributed pursuant to this Section with
respect to an emergency shall not exceed the amount necessary to satisfy such
emergency plus amounts necessary to pay taxes reasonably anticipated as a result
of the distribution, after taking into account the extent to which such hardship
is or may be relieved through reimbursement or compensation by insurance or
otherwise or by liquidation of the Participant's assets (to the extent the
liquidation of such assets would not itself cause an Unforeseeable
Emergency).

     

          5.5    Disability. In the
event a Participant becomes Disabled, deferral elections shall cease. In the
event of Termination of Employment by reason of Disability, prior to
commencement of benefits from a particular Account, the Participant shall be
entitled to receive the total balance of the Participant's Account credited with
notional earnings as provided in Article 3 through the Valuation Date in the
form of a single lump on the Settlement Date following the Participant's
Termination of Employment. If the Participant's Termination of Employment by
reason of Disability occurs after benefits have commenced from a particular
Account, the Company shall pay the remaining benefits to the Participant from
such Account over the same period such benefits would have been paid to the
Participant, subject to Section 5.6.


      
        
          
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    OSI Restaurant Partners, LLC HCE Deferred Compensation
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    5.6           Small Benefit
Exception. Notwithstanding the foregoing, in the event the sum of all
benefits payable to the Participant from all of the Participant's Accounts at
the time of the Participant's Termination of Employment (and all other amounts
payable to the Participant under other arrangements which are aggregated with
this Plan under Section Code 409A) is less than the applicable dollar amount
under Code Section 402(g)(1)(B) for the calendar year of payment, the
Administrator may, in its complete and sole discretion, pay all benefits to the
Participant under the Plan in a single lump sum on the Settlement Date following
Termination of Employment.

     

    ARTICLE
6

    Amendment
and Termination of Plan

     

    6.1           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
7

    Beneficiaries

     

    7.1           Beneficiary Designation.  The
Participant shall, at the commencement of participation in the Plan, designate
any person as the Beneficiary 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 the Beneficiary other than the Participant's spouse.

     

    7.2           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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    7.3           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.

     

    7.4           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
8

    Administration/Claims
Procedures

     

    8.1           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, (iv) to appoint
agents, and (v) 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.

     

    8.2           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 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.

     

          8.3    Review Procedures.
Within 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.


     

    
      
        
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Restaurant Partners, LLC HCE Deferred Compensation Plan

     

    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 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 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.

     

    ARTICLE
9

    Conditions
Related to Benefits

     

    9.1           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.

     

    9.2           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.

     

    9.3           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.

     

    9.4           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


    
      
        
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    OSI
Restaurant Partners, LLC HCE Deferred Compensation Plan

     

    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. 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.


     

    9.5           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.

     

    9.6           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. Neither such trust or trusts, nor the assets thereof,
however, shall be located outside of the United States. 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
10

    Miscellaneous

     

    10.1           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.

     

    10.2           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.

     

    10.3           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.


     

    10.4           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.


     

    10.5           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.

    


          10.6     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.

    

      
        
          
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Restaurant Partners, LLC HCE Deferred Compensation Plan

     

    10.7           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.

     

    10.8           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.

     

    10.9           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 that an error is made in withholding of a
deferral, it shall be corrected immediately upon discovery of such error by
payment of compensation or withholding of other compensation payable from the
Company within the same taxable year in compliance with corrections procedures
established under Section 409A or applicable Internal Revenue Service amnesty
programs. 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 in compliance with corrections
procedures established under Section 409A or applicable Internal Revenue Service
amnesty programs. If the remaining balance of a Participant's Account is
insufficient to cover an erroneous overpayment, the Company may, at its
discretion and if permitted under Code Section 40.9A., 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).

     

    10.10          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.

     

    10.11          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.

     

    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


    
      
        
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    OSI
Restaurant Partners, LLC HCE Deferred Compensation Plan

     

    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   11th   day
of November, 2008.

    


                OSI RESTAURANT
PARTNERS, LLC

     

                 By: /s/ Joseph J.
Kadow___________                        

                 Joseph J.
Kadow

     

                 Its: Executive Vice
President                                                                    

    


     

    
       

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