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# EMPLOYMENT AGREEMENT

THIS
AGREEMENT, made and entered into as of the 28th day of April, 2003, by and
between RARE HOSPITALITY MANAGEMENT, INC., a Delaware corporation (hereinafter
referred to as the Company), and THOMAS W. GATHERS, a resident of
the State of Georgia (hereinafter referred to as the Executive);

# WITNESSETH:

The
Company, its parent corporation and subsidiaries are engaged in the business of
owning, operating and franchising the operation of restaurants under the names
LongHorn Steakhouse®, The Capital Grille® and Bugaboo Creek Steak
House®. The Companys parent, RARE Hospitality International, Inc.
(the Parent) entered into that certain Employment Agreement, dated
November 30, 1998, between Executive and the Parent (the First
Agreement), which was assigned to the Company as of December 30, 2000. The
Company desires to continue the employment of Executive with the Company and
desires for Executive to continue to serve as Executive Vice President 
Human Resources of RARE Hospitality International, Inc. (the
Parent). The Company desires to be assured of Executives
continued employment on the terms and conditions set forth in this Agreement.
Executive desires to accept such continued employment on such terms and
conditions.

In
the course of Executives employment, Executive has gained and will
continue to gain knowledge of the business, affairs, customers, franchisees,
plans and methods of the Company, its parent corporation and subsidiaries
(collectively, RARE), has been and will be trained at the expense of
RARE in the development, opening, operation and management of RAREs
restaurants through the use of techniques, systems, practices and methods used
and devised by RARE, has had and will have access to information relating to
RAREs customers and their preferences and dining habits and has and will
become personally known to and acquainted with RAREs suppliers and
managers in the Restricted Area (as defined in this Agreement), thereby
establishing a personal relationship with such suppliers and managers for the
benefit of RARE.

The
Company would suffer irreparable harm if Executive were to use such knowledge,
information and personal relationships related to RARE and its business that are
obtained and developed in the course of Executives employment with the
Company, other than in the proper performance of his duties for the Company.

In
consideration of the sum of One Dollar ($1.00) in hand paid by the Company to
Executive, the receipt and sufficiency of which are hereby acknowledged, and the
mutual covenants and obligations contained herein, the Company and Executive
hereby agree as follows:

1.        Employment.    
The Company agrees to continue to employ Executive, and
Executive hereby accepts such continued employment and agrees to perform his duties
and responsibilities hereunder, in accordance with the terms and conditions
hereinafter set forth.

1.1.        Employment Term.    
The employment term of this Agreement shall
commence on the date hereof (the "Commencement Date") and shall continue until and end
on April 27, 2005, unless terminated prior thereto in accordance with Section 3
hereof.  Unless renewed by mutual agreement of the Company and Executive, as expressed
in writing signed by both parties on or before October 27, 2004 (the "Notice Date"),
this Agreement shall terminate on April 27, 2005 with no renewal or extension;
provided, however, that in the event the Company chooses not to renew the Agreement,
the Executive will be entitled to receive the compensation under Section 2.1 owed to
Executive but unpaid for performance rendered under this Agreement as of the
Expiration Date, and the Company will be obligated to continue to pay Executive his
Base Compensation (as defined below) as of the Expiration Date, for a period of six
(6) months after the Expiration Date, and for such additional period of time beyond
six (6) months, if any, equal to the period of time between the Notice Date and the
date on which the Company provides Executive with written notice of non-renewal.  Such
payments of salary shall be made as and when salary would otherwise be payable to
senior officers of the Company.  The period from the Commencement Date until the
employment term expires or is terminated by the Company or Executive is hereinafter
referred to as the "Employment Term."

1.2        Duties of Executive.    
Executive agrees that during the Employment Term, he will devote his full
professional and business-related time, skills and best efforts to the business
of RARE, initially in the capacity of Executive Vice President  Human
Resources of the Parent, and subsequently in such capacity or capacities as
shall be determined by the Company or the Parent. Executive shall devote his
full time and his best efforts in the performance of any other reasonable duties
as may be assigned to him from time to time by the Company or the Parent;
provided, that all such duties assigned to Executive shall be of a nature and
type reasonably and customarily assigned by companies to employees holding the
offices occupied by Executive. Executive shall abide by the employment and other
corporate policies of the Company established from time to time. Executive shall
devote all of his full professional and business-related skills solely to the
affairs of the Company, and shall not, during his employment, unless otherwise
agreed to in advance in writing by the Company, seek or accept additional
employment, become self-employed in any other capacity during the term of his
employment, or engage in any activities which are detrimental to the business of
the Company. Notwithstanding the foregoing, Executive may engage in personal
investment activities provided such activities do not interfere with
Executives performance of his full-time employment duties under this
Agreement.

1.3        Insurance/Bond.    
For so
long as Executive serves as either an officer or director of the Company, the
Company shall, at its sole cost and expense, (i) obtain and maintain
Directors and Officers and Corporate Liability Insurance covering
Executive and his acts and omissions and having coverage levels, terms, and
conditions not substantially less favorable than those contained in such
insurance currently maintained by the Company and (ii) obtain and post any bond
other than fiduciary security (including without limitation any such items
required under Section 6.8 of the Companys By-Laws) required by the
Company to be maintained by, in the name of or on behalf of Executive.

2.        Compensation and Benefits.

2.1        Base Compensation.    
For
all the services rendered by Executive hereunder, the Company shall pay
Executive an annual salary at the rate of Two Hundred Thirty-Five Thousand and
00/100 Dollars ($235,000.00) for each full year of the Employment Term, plus
such additional amounts, if any, as may be approved by the Company (Base
Compensation), payable in installments at such times as the Company
customarily pays its other senior officers (but in any event no less often than
monthly). The Company agrees that the Executives salary will be reviewed
at least annually to determine if an increase is appropriate, which increase
shall be in the sole discretion of the Company. Executives salary shall be
prorated for any partial year during which this Agreement remains in effect.

2.2         Bonus Awards.    
In
addition to the Base Compensation during the Employment Term, Executive shall be
eligible for a potential bonus of not less than forty percent (40%) of his Base
Compensation. The actual bonus shall be determined and paid in accordance with
the bonus program for executives of the Company, as approved by the Company from
time to time. Unless otherwise set forth in this Agreement, Executive must be
employed by the Company on the date the bonus is paid to executive employees
generally in order to be entitled to a bonus for that year.

2.3        Stock Options.    
The
Company acknowledges that it has caused the Parent to issue incentive stock
options and non-qualified stock options (collectively with the incentive stock
options, the Options) to Executive pursuant to the Companys
1997 Long-Term Incentive Plan (the 1997 Plan) and the Companys
Amended and Restated 2002 Long Term Incentive Plan (the 2002 Plan).
The Company represents and warrants to Executive that (i) during the Employment
Term, the Company will cause Executive to be within the category of persons for
which awards may be granted under the 1997 Plan and the 2002 Plan (collectively,
the Option Plans); (ii) the Option Plans have been approved by the
Parents Board of Directors and shareholders and all Options granted to
Executive under the Option Plans are and shall remain in full force and effect
as the legally binding obligation of the Company throughout the Employment Term,
subject to the terms of the Option Plans and the stock option agreements
executed in connection with the issuance of the Options; and (iii) the Parent
has caused all shares of stock in the Parent that may be acquired by Executive
through the exercise of any one or more of the Options to be registered and
freely tradable, whether by means of the Parents filing of all necessary
S-8 registrations or otherwise, subject to restriction on sale or transfer of
such shares under applicable securities laws by virtue of Executives
position with the Company or ownership of the Parents securities.

2.4        Life and Disability Insurance.    
During the Employment Term the Company shall provide
for the benefit of Executive, and pay the premiums when and as due on term life
insurance on, the life of Executive in the amount of Five Hundred Thousand and
00/100 Dollars ($500,000.00). In addition, during the Employment Term the
Company will arrange disability income insurance for Executive that will provide
compensatory payments to Executive in an amount equal to sixty percent (60%) of
Executives Base Compensation as of the date of his disability, for the
period of his disability after ninety (90) days following the date of
termination of the Employment Term and until he attains the age of 65. Executive
will be entitled to purchase such insurance and pay the premiums through payroll
deductions, which sums the Company shall forward to the insurer when and as due
under the terms of the disability income policy. To the extent that the Company
has not acquired the life insurance or arranged the disability income insurance
as required by this Section 2.4 at the execution of this Agreement, the
Company will use its commercially reasonably efforts to obtain or arrange such
insurance as soon as practicable.

2.5        Other Benefits.    
In addition to all other compensation and benefits paid or payable from the Company
to Executive hereunder during the Employment Term, Executive shall be entitled
to participate in any supplemental life insurance plan maintained for senior
executives, Executive and his or her family shall be entitled to participate in
the Companys health care benefit programs on the same terms and conditions
as offered to other executives of the Company throughout the period of coverage,
and Executive will be entitled to participate in any and all other employee
benefit programs maintained by the Company for the benefit of its executive
employees generally, in accordance with and subject to the terms and conditions
of such programs.

2.6        Expenses.    
In addition
to the compensation described in this Agreement, the Company shall promptly
reimburse Executive for all reasonable expenses incurred by him in the
performance of his duties under this Agreement and vouched to the reasonable
satisfaction of appropriate officers of the of the Company, pursuant to
established procedures.

3.        
Termination; Effect of Termination.

3.1        Termination.    
Anything
in this Agreement to the contrary notwithstanding, this Agreement, the
Employment Term and the employment of Executive pursuant hereto shall terminate
upon the first to occur of the following events:

(a)        The death of Executive.

(b)        
The lapse of thirty (30) days following the date on which the Company shall
give written notice to Executive of termination of his employment hereunder by reason
of his "Disability."  Executive shall be deemed to be "Disabled" for purposes of this
Agreement if the Company determines that by reason of any physical or mental condition
he has been unable, for a period of at least ninety (90) substantially continuous
days, to perform the essential duties and responsibilities of his job, with or without
reasonable accommodation.  In the event that Executive disagrees with the Company's
determination that he is disabled, he and the Company shall select an impartial and
reputable physician to provide a second opinion.  If Executive and the Company are
unable to agree on a physician to provide a second opinion, each party shall select a
physician and those physicians shall select another physician to provide the second
medical opinion.  The Company agrees that it shall pay the reasonable fees and
expenses of any second medical opinion.

(c)        The lapse of three (3) days following written notice by the Company to
Executive of termination for "Cause" which notice shall reasonably describe the cause
for which Executive's employment is being terminated.  For purposes of this Agreement,
"Cause" means:

(i)     the Executive's breach of any material obligations under
                      this Agreement; provided, however, that if such breach can be
                      cured within a reasonable time, Executive shall have such
                      reasonable time (having regard for the nature of the Cause) to
                      cure such Cause, which time shall not exceed thirty (30) days
                      following receipt from the Company of written notice of such
                      breach, before said breach is deemed to constitute "Cause" for
                      termination.  Cure of any Cause with or without notice from the
                      Company shall not relieve Executive of any obligations to the
                      Company under this Agreement or otherwise and shall not affect
                      the Company's rights upon the reoccurrence of the same, or the
                      occurrence of any other, Cause.  If such Cause shall not be cured
                      within such reasonable time, the employment of Executive under
                      this Agreement shall terminate upon the expiration of such
                      reasonable time;

(ii)       habitual and unauthorized absenteeism by reason other than physical or mental
                      illness;

(iii)       chronic alcoholism or other form of substance abuse relating in material harm
                      or actual or potential physical danger to RARE or its employees;

(iv)      the commission by Executive of (x) a felony for which
                      Executive is indicted or with respect to which Executive pleads
                      nolo contendere (or any similar response), (y) any act of moral
                      turpitude or (z) any fraud or embezzlement upon RARE;

(v)       the engaging by the Executive in gross negligence or willful misconduct which
                      causes material harm to RARE; or

(vi)       any misrepresentation or breach by Executive of the
                      warranty contained in Section 13 of this Agreement.

(d)     The lapse of ten (10) days following written notice by the
Company to Executive of termination other than for Cause.

(e)     The lapse of thirty (30) days following written notice by
Executive to the Company of his resignation from the Company; provided, however, that
the Company, in its discretion, may cause such termination to be effective at any time
during such thirty (30) day period.

3.2        Payment upon Termination.

(a)     Upon termination of the Employment Term for Cause, or as a result
of termination pursuant to Section 3.1(e), Executive shall be entitled to receive the
compensation under Section 2.1 owed to Executive but unpaid for performance rendered
under this Agreement as of the date of termination and any additional compensation he
may be entitled to receive under the terms of any employee benefit plan offered by the
Company.

(b)     Upon termination of the Employment Term by the death of Executive,
Executive's estate shall be entitled to receive (i) the compensation under Section 2.1
owed to Executive but unpaid for performance rendered under this Agreement as of the
date of death; and (ii) a lump sum equal to Executive's pro-rata share (based on days
worked before death) of the bonus to which he would have been entitled under Section
2.2 if he had been an employee on the date bonuses for the then-current fiscal year
were distributed.

In addition to the foregoing, upon such termination (i) the
Company shall cause
acceleration to the date of such termination of the exercisability of that
portion of the Options that, but for such termination, would have vested within
twenty-four (24) months following such termination, and (ii) the Company shall
continue to provide and pay for all health, hospitalization and long-term care
insurance premiums necessary to provide Executives dependent family
members, if any, with coverage under the Companys group health insurance
program, on the same terms and conditions as offered to other executives of the
Company throughout the period of coverage, for a period of twenty-four (24)
months from and after the date of Executives termination of employment.
From and after the expiration of such twenty-four (24) month period, all
applicable laws shall continue to apply to any persons or persons
rights to continue such benefits.

Payments pursuant to this Section 3.2(b) shall be in addition to
any insurance proceeds that may be payable to Executive's estate or beneficiaries.

(c)        (c)  In the event that during the Employment Term Executive becomes
Disabled (as defined in Section 3.1(b)) and the Company thereafter terminates
Executive's employment during the continuation of such disability, Executive shall be
entitled to receive (i) the compensation under Section 2.1 owed to Executive but
unpaid for performance rendered under this Agreement as of the date of termination;
(ii) a lump sum equal to Executive's pro rata share (based on days worked before he
became disabled) of the bonus to which he would have been entitled under Section 2.2
if he had been an employee on the date bonuses for the then-current fiscal year were
distributed; and (iii) continuation of Executive's Base Compensation as of the date of
termination of the Employment Term for a period of ninety (90) days following the
termination of the Employment Term, which shall be paid as and when salary payments
would otherwise be made under Section 2 of this Agreement.

In addition to the
foregoing, upon such termination of employment (i) the Company shall cause
acceleration to the date of such termination of the exercisability of that
portion or the Options that, but for such termination, would have vested within
twenty-four (24) months following such termination; and (ii) the Company shall
continue to provide and to pay for all health, hospitalization and long-term
care insurance premiums necessary to provide Executive and his dependent family
members, if any, with coverage under the Companys group health insurance
program, on the same terms and conditions as offered to other executives of the
Company throughout the period of coverage, for a period of twenty-four (24)
months from after the date of Executives termination of employment. From
and after the expiration of such twenty-four (24) month period, all applicable
laws shall continue to apply to any persons or person rights to
continue such benefits.

Payments pursuant to this
Section 3.2 (c) shall be in addition to any disability insurance payments that
may be payable to Executive.

(d)          (d)  In the event that the Company terminates Executive's employment for
any reason other than those set forth in subsections 3.1 (a), (b) or (c) above, except
upon expiration of the Employment Term, or unless the provisions of Section 3.2(e)
apply, Executive shall be entitled to receive the compensation under Section 2.1 owed
to Executive but unpaid for performance rendered under this Agreement as of the date
of termination, and the Company will be obligated to pay Executive his Base
Compensation, as of the date of termination, from the date of such termination for a
period of twelve (12) months.  Executive shall also be entitled to receive his
pro-rata share (based on days worked before termination) of the bonus to which he
would have been entitled under Section 2.2 if he had been an employee on the date
bonuses for the then-current fiscal year were distributed.  Such payments of salary
and bonus shall be made over a twelve (12) month period as and when salary and bonuses
would otherwise be payable under Section 2 of this Agreement.

In addition to the
foregoing, upon such termination of employment, (i) the Company shall cause
acceleration to the date of such termination of the exercisability of that
portion of the Options that, but for such termination, would have vested within
twenty-four (24) months following such termination , and (ii) the Company shall
continue to provide and to pay for all health, hospitalization and long-term
care insurance premiums necessary to provide Executive and Executives
dependant family members, if any, with coverage under the Companys group
health insurance program , on the same terms and conditions as offered to other
executives of the Company throughout the period of coverage, for a period of
twelve (12) months from and after the date of Executives termination of
employment. From and after the expiration of such twelve (12) month period, all
applicable laws shall continue to apply to any persons or persons
rights to continue such benefits.

(e)        In the event that (i) during the Employment Term a "Change in
Control" shall occur and (ii) within eighteen (18) months following such Change in
Control the Company substantially reduces Executive's scope of responsibility or
terminates Executive's employment for any reason other than those set forth in
subsections (a), (b) or (c) above then, in lieu of the amounts payable pursuant to
Section 3.2(d), Executive shall be entitled to receive (i) the compensation under
Section 2.1 owed to Executive but unpaid for performance rendered under this Agreement
as of the date of termination of such employment; (ii) a lump sum equal to the average
of the bonus paid to Executive with respect to each of the two fiscal years of the
Company prior to the year in which the termination occurs; (iii) an amount equal to
two (2) times his annual Base Compensation as of the date of termination of such
employment.  The amount payable pursuant to clause (iii) of the immediately preceding
sentence shall be payable in periodic amounts, each equal to the periodic Base
Compensation payments being made to Executive immediately prior to the date of
termination, payable on the dates that salary payments are normally made to executives
of the Company or its successor.  Notwithstanding the provisions of the immediately
preceding sentence, in the event that the Company shall fail to make any payment of
any amount payable pursuant to clause (iii) above, which failure is not cured within
thirty (30) days following written notice to the Company of the failure to make such
payment, then all remaining portions of the total amount payable pursuant to clause
(iii) shall thereupon be immediately due and payable without further notice to the
Company.  All  payments pursuant to this Section 3.2(e) other than those pursuant to
clause (iii) shall be made within thirty (30) days following the termination of
Executive's employment or the date upon which Executive's scope of responsibility is
substantially reduced.

In addition to the
foregoing, upon such termination (i) the Company shall cause acceleration to the
date of such termination of the exercisability of that portion of the Options
that, but for such termination, would have vested within twenty-four (24) months
following such termination, and (ii) the Company shall continue to provide and
pay for all health, hospitalization and long-term care insurance premiums
necessary to provide Executive and Executives dependant family members, if
any, with coverage under the Companys group health insurance program, on
the same terms and conditions as offered to other executives of the Company
throughout the period of coverage, for a period of eighteen (18) months from and
after the date of Executives termination of employment. From and after the
expiration of such eighteen (18) month period, all applicable laws shall
continue to apply to any persons or persons rights to continue such
benefits.

For purposes of this
subsection (e), Change in Control means and includes each of the
following:

(i)     The acquisition, at one time or over time, by any
                      individual, entity or group (within the meaning of Section
                      13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the
                      "1934 Act") (a "Person") of beneficial ownership (within the
                      meaning of Rule 13d-3 promulgated under the 1934 Act) of 35% or
                      more of the combined voting power of the then outstanding voting
                      securities of the Parent entitled to vote generally in the
                      election of directors (the "Outstanding Corporation Voting
                      Securities"); provided, however, that for purposes of this
                      subsection (i), the following acquisitions shall not constitute a
                      Change of Control; (a) any acquisition by a Person who is on the
                      date of this Agreement the beneficial owner of 35% or more of the
                      Outstanding Corporation Voting Securities, (b) any acquisition by
                      the Parent, or (c) any acquisition by any employee benefit plan
                      (or related trust) sponsored or maintained by the Parent or any
                      corporation controlled by the Parent;

(ii)     Consummation of a reorganization, merger, share exchange
                      or consolidation or sale or other disposition of all or
                      substantially all of the assets of the Parent (a "Business
                      Combination"), in each case, unless, following such Business
                      Combination, (i) all or substantially all of the individuals and
                      entities who were the beneficial owners of the Outstanding
                      Corporation Voting Securities immediately prior to such Business
                      Combination beneficially own, directly or indirectly, more than
                      60% of the combined voting power of the then outstanding voting
                      securities entitled to vote generally in the election of
                      directors or comparable persons of the corporation or other
                      entity resulting from such Business Combination (including,
                      without limitation, a corporation or other entity which as a
                      result of such transaction owns the Parent or all or
                      substantially all of the Parent's assets either directly or
                      through one or more subsidiaries) in substantially the same
                      proportions as their ownership immediately prior to such Business
                      Combination of the Outstanding Corporation Voting Securities, and
                      (ii) no Person (excluding any corporation or other entity
                      resulting from such Business Combination or any employee benefit
                      plan (or related trust) of the Parent of such corporation or
                      other entity resulting from such Business Combination)
                      beneficially owns, directly or indirectly, 35% or more of the
                      combined voting power of the then outstanding voting securities
                      of such corporation or other entity except to the extent that
                      such ownership existed prior to the Business Combination, and
                      (iii) at least a majority of the members of the board of
                      directors or comparable body of the corporation or other entity
                      resulting from such Business Combination were members of the
                      incumbent Board or comparable body at the time of the execution
                      of this Agreement, or of the action of the Board or comparable
                      body, providing for such Business Combination.

(f)          Payments made pursuant to this Section 3.2 are in lieu of any other
obligations to Executive pursuant to the terms of this Agreement.

(g)         In the event that Executive's employment is terminated pursuant
to Sections 3.2(c), (d) or (e), a condition of Executive's receipt of any
consideration, compensation or benefits beyond that which would otherwise be required
to be paid or provided for performance rendered under this Agreement as of the date of
termination shall be his execution of a separation agreement, including a full release
of all claims, in a form acceptable to the Company.

4.        Noncompetition.    
Executive covenants and agrees that during the term of
his employment with the Company and for a period of one (1) year thereafter, Executive
shall not, as an officer, manager, supervisor, independent contractor or equity owner
of any business or enterprise, engage or participate in any Business Activities in the
Restricted Area.  For purposes of this Section 4, "Business Activities" shall be those
activities that relate to the development, operation or franchising of any single
restaurant or group of restaurants that derives more than 30% of its food sales from
the sale of steak products.  For purposes of this Section 4, the "Restricted Area"
shall be the area described in Exhibit A attached hereto, which the parties agree may
be amended from time-to-time.  Nothing in this Section 4 shall prohibit Executive from
acquiring or holding, for investment purposes only, less than 2% of the outstanding
publicly traded securities of any corporation that may compete directly or indirectly
with the Company.  The provisions of this Section 4 shall terminate and be of no
further force and effect from and after the date on which the Company fails to make
any payment owed to Executive under this Agreement following the Employment Term,
which payment remains unpaid ten (10) business days following the receipt of written
notice from Executive that such payment has not been made (provided that such cure
period shall not apply with respect to the Company's third or subsequent failure to
make any payment due Executive hereunder in any twelve (12) month period); provided,
however, that in the event that there is any reasonable and good faith dispute between
the Company and Executive as to any amount payable to Executive, for purposes of this
Section 4 the disputed amount shall not be considered due and payable until such
dispute shall have been finally resolved in an appropriate legal proceeding and any
time for appeal of such resolution shall have run without an appropriate appeal having
been taken.

5.        Confidentiality.    
Executive recognizes and acknowledges that by reason
of his employment by and service to the Company, he has had and will continue to have
access to trade secrets and other confidential information of RARE including, but not
limited to, confidential pricing information, marketing information, sales techniques
of RARE, confidential records, RARE's expansion plans, restaurant development and
marketing techniques, operating procedures, training programs and materials, business
plans, franchise arrangements, plans and agreements, information regarding suppliers,
product quality and control procedures, financial statements and projections and other
information regarding the operation of RARE's restaurants (hereinafter referred to as
the "Confidential Information").  Executive acknowledges that such Confidential
Information is a valuable and unique asset of RARE and covenants that he will not,
either during the term of his employment by the Company or for a period of two (2)
years thereafter, disclose any such Confidential Information to any person for any
reason whatsoever (except as his duties for the Company may require) without the prior
written authorization of the Parent's Chief Executive Officer.  Executive agrees that
he will not copy any Confidential Information except as the performance of his duties
for the Company may require and that upon the termination of his employment by the
Company, he shall return all Confidential Information and any copies thereof in his
possession to the Company.  Executive hereby acknowledges and agrees that the
prohibitions against disclosure of Confidential Information recited herein are in
addition to, and not in lieu of, any rights or remedies which RARE may have available
pursuant to the laws of any jurisdiction or at common law to prevent the disclosure of
trade secrets or proprietary information, and the enforcement by RARE of its rights
and remedies pursuant to this Agreement shall not be construed as a waiver of any
other rights or available remedies which it may possess in law or equity absent this
Agreement.  Notwithstanding the foregoing, the Company acknowledges and agrees that
nothing contained herein shall restrict or otherwise prohibit or prevent disclosure of
Confidential Information pursuant to legal proceedings, subpoena, civil investigative
demand or other similar process.  Executive agrees that if disclosure of Confidential
Information is requested or required pursuant to any such process, he shall provide
the Company with prompt written notice of any such request or requirement so that the
Company may seek a protective order or other appropriate remedy and/or waive
compliance with the provisions of this Agreement.  If, in the absence of a protective
order or other remedy or the receipt of a waiver by the Company, Executive is
nonetheless, legally compelled to disclose Confidential Information to any tribunal or
other agency, Executive may, without liability hereunder, disclose to such tribunal or
other agency only that portion of the Confidential Information which Executive is
legally required to disclose.  Executive agrees to cooperate with RARE to obtain an
appropriate protective order or other reliable assurance that such tribunal or other
agency will accord the Confidential Information confidential treatment.  The Company
also acknowledges and agrees that Confidential Information shall not include any
information (a) known by Executive prior to his employment by the Company and learned
by Executive other than as a result of his employment relationship with the Company,
(b) independently developed by the Executive outside of the scope of his employment
relationship with the Company or (c) that is or becomes publicly available through no
breach by the Executive of his obligations to RARE.

6.        Non-Solicitation of Employees.    
Executive covenants that during the term
of his employment by the Company, and during the eighteen (18) month period
immediately following the termination of such employment, Executive will neither
directly nor indirectly induce or attempt to induce any employee of RARE to terminate
his or her employment to go to work for any other employer in a business competing
with that of RARE.   The provisions of this Section 6 shall terminate and be of no
further force and effect from and after the date on which the Company fails to make
any payment owed to Executive under this Agreement following the Employment Term,
which payment remains unpaid ten (10) business days following the receipt of written
notice from Executive that such payment has not been made (provided that such cure
period shall not apply with respect to the Company's third or subsequent failure to
make any payment due Executive hereunder in any twelve (12) month period); provided,
however, that in the event that there is any reasonable and good faith dispute between
the Company and Executive as to any amount payable to Executive, for purposes of this
Section 6, the disputed amount shall not be considered due and payable until such
dispute shall have been finally resolved in an appropriate proceeding and any time for
appeal of such resolution shall have run without an appropriate appeal having been
taken.

7.        Hiring of Employees.    
Executive covenants that during the term of his
employment by the Company, and during the eighteen (18) month period immediately
following the termination of such employment, Executive will neither directly nor
indirectly hire any salaried employee of RARE.   For purposes of Section 7, "neither
directly nor indirectly" means Executive shall neither (i) take the prohibited action
himself, (ii) act as agent, representative, consultant, recruiter or independent
contractor for anyone with regard to taking the prohibited action, nor (iii)
communicate to any such person the names, addresses, telephone numbers or any other
information concerning any employee of RARE.  The provisions of this Section 7 shall
terminate and be of no further force and effect from and after the date on which the
Company fails to make any payment owed to Executive under this Agreement following the
Employment Term, which payment remains unpaid ten (10) business days following the
receipt of written notice from Executive that such payment has not been made (provided
that such cure period shall not apply with respect to the Company's third or
subsequent failure to make any payment due Executive hereunder in any twelve (12)
month period); provided, however, that in the event that there is any reasonable and
good faith dispute between the Company and Executive as to any amount payable to
Executive, for purposes of this Section 7 the disputed amount shall not be considered
due and payable until such dispute shall have been finally resolved in an appropriate
proceeding and any time for appeal of such resolution shall have run without an
appropriate appeal having been taken.

8.        Property of Company.    
Executive acknowledges that from time to time in
the course of providing services pursuant to the First Agreement, he has had and, by
virtue of providing services pursuant to this Agreement, will continue to have the
opportunity to inspect and use certain property, both tangible and intangible, of
RARE, and Executive hereby agrees that said property shall remain the exclusive
property of RARE and the Executive shall have no right or proprietary interest in such
property, whether tangible or intangible, including, without limitation, RARE's
franchise and supplier lists, contract forms, books of account, training and operating
materials and similar property.

9.        Developments.    
All developments, including inventions, whether
patentable or otherwise, trade secrets, discoveries, improvements, ideas and writings
which either directly or indirectly relate to or may be useful in the business of RARE
(the "Developments") which Executive, either by himself or in conjunction with any
other person or persons, has conceived, made, developed, acquired or acquired
knowledge of during his employment by the Parent or the Company, or which Executive,
either by himself or in conjunction with any other person or persons, shall conceive,
make, develop, acquire or acquire knowledge of during the Employment Term, shall
become and remain the sole and exclusive property of RARE.  Executive hereby assigns,
transfers and conveys, and agrees to so assign, transfer and convey, all of his right,
title and interest in and to any and all such Developments and to disclose fully as
soon as practicable, in writing, all such Developments to the Chairman of the Parent.
At any time and from time to time, upon the request and at the expense of the Company,
Executive will execute and deliver any and all instruments, documents and papers, give
evidence and do any and all other acts which, in the opinion of the Company, are or
may be necessary or desirable to document such transfer or to enable RARE to file and
prosecute applications for and to acquire, maintain and enforce any and all patents,
trademark registrations or copyrights under United States or foreign law with respect
to any such Developments or to obtain any extension, validation, reissue, continuance
or renewal of any such patent, trademark or copyright.  RARE will be responsible for
the preparation of any such instruments, documents and papers and for the prosecution
of any such proceedings and will reimburse Executive for all reasonable expenses
incurred by him in compliance with the provisions of this Section.

10.        Reasonableness.    
The restrictions contained in Sections 4, 5, 6 and 7
are considered by the parties hereto to be fair and reasonable and necessary for the
protection of the legitimate business interests of RARE.

11.        Equitable Relief.    
Executive acknowledges that the services to be
rendered by him are of a special, unique, unusual, extraordinary, and intellectual
character, which gives them a peculiar value, and the loss of which cannot reasonably
or adequately be compensated in damages in an action at law; and that a breach by him
of any of the provisions contained in Sections 4, 5, 6, 7, 8 and 9 of this Agreement
will cause RARE irreparable injury and damage.  Executive further acknowledges that he
possesses unique skills, knowledge and ability and that any material breach of the
provisions of Sections 4, 5, 6, 7, 8 and 9 of this Agreement would be extremely
detrimental to RARE.  By reason thereof, Executive agrees that RARE shall be entitled,
in addition to any other remedies it may have under this Agreement or otherwise, to
injunctive and other equitable relief to prevent or curtail any breach of the
provisions of Sections 4, 5, 6, 7, 8 and 9 of this Agreement by him.

12.        Survival of Provisions.    
The provisions of Sections 4 through 15,
inclusive, of this Agreement shall survive the termination of this Agreement to the
extent required to give full effect to the covenants and agreements contained in those
sections.  All provisions of this Agreement which contemplate the making of payments
or the provision of consideration or other items of economic value by the Company to
the Executive after the termination of this Agreement shall likewise survive the
termination of this Agreement to the extent required to give full effect to such
undertakings or obligations of the Company to Executive hereunder.

13.        Warranties and Representations.    
In order to induce the Company to enter
into this Employment Agreement, Executive hereby warrants and represents to the
Company that Executive is not under any obligation, contractual or otherwise, to any
party which would prohibit or be contravened by Executive's employment by the Company
and the performance of Executive's duties as Treasurer of the Company, Executive Vice
President and Chief Financial Officer of the Parent, or the performance of Executive's
other obligations under this Agreement.

14.        Successors Bound; Assignability.    
This Agreement shall be binding upon
Executive, the Company and their successors in interest, including without limitation,
any corporation into which the Company may be merged or by which it may be acquired.
This Agreement is nonassignable, except that the Company's rights, duties and
obligations under this Agreement may be assigned to the Company's acquiror in the
event the Company is merged, acquired or sells substantially all of its assets.
Nothing contained herein shall be deemed, interpreted or construed to prevent or
constitute a waiver by Executive of his right and entitlement to terminate this
Agreement for Good Reason, as contemplated by Section 3.1(f) of this Agreement.

15.        Severability.    
In the event that any one or more of the provisions of
this Agreement or any word, phrase, clause, sentence or other portion thereof shall be
deemed to be illegal or unenforceable for any reason, such provision or portion
thereof shall be modified or deleted, to the extent permissible under applicable law,
in such a manner so as to make this Agreement as modified legal and enforceable to the
fullest extent permitted under applicable laws

16.        Withholding.    
Notwithstanding any of the terms or provisions of this
Agreement, all amounts payable by the Company hereunder shall be subject to
withholding of such sums related to taxes as the Company may reasonably determine it
should withhold pursuant to applicable law or regulation.

17.        Headings.    
The headings and captions used in this Agreement are for
convenience of reference only, and shall in no way define, limit, expand or otherwise
affect the meaning or construction of any provision of this Agreement.

18.        Notices.    
Any notice required or permitted to be given pursuant to this
Agreement shall be deemed sufficiently given when delivered in person or when
deposited in the United States mail, registered or certified mail, postage prepaid,
addressed as follows:

`If to the Company, to:              RARE Hospitality Management, Inc.
                                    8215 Roswell Road
                                    Building 600
                                    Atlanta, Georgia 30350
                                    Attention:  President

        With a copy to:             RARE Hospitality International, Inc.
                                    8215 Roswell Road
                                    Building 600
                                    Atlanta, Georgia 30350
                                    Attention: General Counsel

        If to Executive, to:        Thomas W. Gathers
                                    9580 Rod Road
                                    Alpharetta, GA  30022`

Any party may by written
notice change the address to which notices to such party are to be delivered or
mailed.

19.        Entire Agreement.    
This Agreement, together with Exhibit A hereto, which
is incorporated herein by this reference, constitutes the entire Agreement between the
parties hereto with regard to Executive's employment by the Company and there are no
agreements, understandings, specific restrictions, warranties or representations,
written or oral, relating to said subject matter between the parties other than those
set forth herein or herein provided for.   Without limiting the foregoing, this
Agreement replaces and supercedes the First Agreement, which is hereby terminated and of
no further force and effect.

20.        Counterparts.    
This Agreement may be executed in two or more counterparts,
each of which will take effect as an original and all of which shall evidence one and the
same Agreement.

21.        Amendment, Modification and Waiver.    
This Agreement may only be amended,
modified or terminated prior to the end of its term by the mutual agreement of the
parties.  The waiver by either party to this Agreement of a breach of any of the
provisions of this Agreement shall not operate or be construed as a waiver of any
subsequent or simultaneous breach.

22.        Mitigation.    
Executive shall have no duty to attempt to mitigate the
compensation or level of benefits payable by the Company to him hereunder and the
Company shall not be entitled to set-off against the amounts payable by the Company to
Executive hereunder any amounts received by the Executive from any other source,
including any subsequent employer.

23.        Governing Law.    All of the terms and provisions of this Agreement shall
be construed in accordance with and governed by the applicable laws of the State of
Georgia.

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

`RARE HOSPITALITY MANAGEMENT, INC.


                                    By:   _______________________________
                                          Chairman and Chief Executive Officer


                                    EXECUTIVE


                                    -------------------------------
                                    THOMAS W. GATHERS`

---

# EXHIBIT A

Executive and the Company
agree that, for purposes of this Agreement, the Restricted Area
shall constitute the area within fifteen (15) miles of RAREs restaurants
in the following cities:

`Alabama:              Daphne, Dothan, Hoover, Huntsville, Mobile, Montgomery, Prattville

Arizona:              Phoenix

Connecticut:          Manchester

Delaware:             Newark

District of Columbia: Washington, D.C.

Florida:              Altamonte Springs, Boynton Beach, Brandon, Coral Springs,
                      Daytona Beach, Davie, Delray Beach, Destin, Fleming Island, Ft.
                      Lauderdale, Ft. Myers, Hollywood, Jacksonville Beach,
                      Jacksonville, Jensen Beach, Kissimmee, Lake Mary, Largo, Merritt
                      Island, Miami, Naples, Ocala, Orlando, Pembroke Pines, Port
                      Richey, Sarasota, St. Augustine, St. Petersburg, Tallahassee,
                      Tampa, West Palm Beach, Winter Haven

Georgia:              Albany, Alpharetta, Athens, Atlanta, Augusta, Austell, Buford,
                      Canton, Cartersville, College Park, Columbus, Conyers, Cumming,
                      Dalton, Douglasville, Duluth, Gainesville, Hiram, Jonesboro,
                      Kennesaw, Lawrenceville, Lithonia, McDonough, Macon, Marietta,
                      Morrow, Newnan, Peachtree City, Rome, Roswell, Savannah,
                      Snellville, Statesboro, Tifton, Tucker, Valdosta, Warner Robins,
                      Woodstock

Illinois:             Chicago, Fairview Heights

Indiana:              Avon, Indianapolis, Carmel

Kansas:               Leawood

Kentucky:             Bowling Green, Cold Springs, Florence, Lexington, Louisville

Maine:                Bangor, South Portland

Maryland:             Bowie, Columbia, Gaithersburg, Germantown, Waldorf

Massachusetts:        Boston, Braintree, Chestnut Hill, Dedham, Framingham, Franklin,
                      Haverhill, Loeminster, Marlboro, Methuen, Milford, North
                      Attleboro, Peabody, Seekonk, Shrewbury, Watertown

Michigan:             Troy

Minnesota:            Minneapolis

Missouri:             Ballwin, Belton, Chesterfield, Florissant, Independence, Kansas
                      City, O'Fallon, Sunset Hills, Lee's Summit

New Hampshire:        Concord, Manchester, Nashua, Newington

New Jersey:           Mt. Olive, North Brunswick, Parsippany, Piscataway, Rochelle Park

New York:             Albany, Poughkeepsie, Rochester

North Carolina:       Burlington, Charlotte, Concord, Gastonia, Greensboro, Hickory,
                      High Point, Huntersville, Pineville, Winston-Salem

Ohio:                 Beaver Creek, Boardman, Cincinnati, Columbus, Cuyahoga Falls,
                      Dublin, Eastgate, Fairview Park, Independence, Maumee, Medina,
                      Mentor, Moraine, North Canton, Pickerington, Solon, Springdale,
                      St. Clairsville, Strongsville, Wooster

Pennsylvania:         Bensalem, Erie, Exton, Norristown, Philadelphia

Rhode Island:         Providence, Warwick

South Carolina:       Columbia, Greenville, Hilton Head, Mt. Pleasant, Rock Hill,
                      Spartanburg

Tennessee:            Chattanooga, Clarksville, Hermitage, Jackson, Madison, Nashville

Texas:                Dallas, Houston

Virginia:             Dulles, McLean

West Virginia:        Charleston`

Executive acknowledges and
agrees that the geographical area described above is the area in which Executive
will initially perform his services for the Company, and that the area in which
such services are performed is intended to expand or contract as the locations
of RAREs restaurants (the Consolidated Group) increase or
decrease. Executive and the Company agree that as the geographical area in which
the Consolidated Group operates expands or contracts, the parties agree to amend
the list of cities described on this Exhibit A from time to time, or delete
cities in which there is no longer a member of the Consolidated Group to include
each additional city in which there is a member of the Consolidated Group.
Executive agrees to execute one or more amendments hereto upon the request of
the Company from time to time in order to confirm such amended list.