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                                                                    Exhibit 99.1

                           LANDRY'S RESTAURANTS, INC.

                    2002 EMPLOYEE/RAINFOREST CONVERSION PLAN

         The Landry's Restaurants, Inc. 2002 Nonqualified Stock Option Plan (the
"Plan") was adopted by the Board of Directors of Landry's Restaurants, Inc., a
Delaware corporation (the "Company"), effective as of December 15, 2002.

                                    ARTICLE 1
                                     PURPOSE

         The purposes of the Plan are (i) to foster and promote the long-term
financial success of the Company and its Subsidiaries and materially increase
the value of the Company and its Subsidiaries by (a) encouraging the long-term
commitment of the Employees, Consultants, and Outside Directors of the Company
and its Subsidiaries, (b) motivating performance of the Employees, Consultants,
and Outside Directors of the Company and its Subsidiaries by means of long-term
performance related incentives, (c) encouraging and providing Employees,
Consultants, and Outside Directors of the Company and its Subsidiaries with an
opportunity to obtain an ownership interest in the Company, (d) attracting and
retaining outstanding Employees, Consultants, and Outside Directors by providing
incentive compensation opportunities, and (e) enabling participation by
Employees, Consultants, and Outside Directors in the long-term growth and
financial success of the Company and its Subsidiaries, and (ii) to provide
shares previously authorized by the Board (as defined below) for issuance upon
the exercise of the vested stock options held by employees of Rainforest Cafe,
as replacement for then-existing Rainforest Cafe options outstanding at the date
of the merger with Rainforest Cafe (such shares being referred to herein as
"Rainforest Option Shares").

         With respect to Reporting Participants, the Plan and all transactions
under the Plan are intended to comply with all applicable conditions of Rule
16b-3 promulgated under the Securities Exchange Act of 1934 (the "1934 Act"). To
the extent any provision of the Plan or action by the Committee fails to so
comply, it shall be deemed null and void ab initio, to the extent permitted by
law and deemed advisable by the Committee.

                                    ARTICLE 2
                                   DEFINITIONS

         For the purpose of the Plan, unless the context requires otherwise, the
following terms shall have the meanings indicated:

         2.1 "Award" means the grant of a Nonqualified Stock Option with or
without a CEV feature (referred to herein sometimes as an "Incentive").

         2.2 "Award Agreement" means a written agreement between a Participant
and the Company which sets out the terms of the grant of an Award.

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         2.3 "Award Period" means the period set forth in the Award Agreement
during which the Stock Option may be exercised, which shall commence on the Date
of Grant and expire at the time set forth in the Award Agreement.

         2.4 "Board" means the board of directors of the Company.

         2.5 "CEV" or "Cash Equivalent Value" means the feature consisting of a
payment in cash equal to the excess of the Fair Market Value of a specified
number of shares of Common Stock on the date the Stock Option is exercised over
the CEV Price for such shares.

         2.6 "CEV Price" means the exercise price of each share of Common Stock
covered by a CEV feature, determined on the Date of Grant of the Stock Option
containing the CEV.

         2.7 "Change of Control" means, after the effective date of the Plan,
(i) the occurrence of an event of a nature that would be required to be reported
in response to Item 1 or Item 2 of a Form 8-K Current Report of the Company
promulgated pursuant to Sections 13 and 15(d) of the 1934 Act; provided that,
without limitation, such a Change in Control shall be deemed to have occurred if
(a) any "person," as such term is used in Sections 13(d) and 14(d) of the 1934
Act (other than the Company, any person on the Board at the time this Plan is
adopted by the Board, any trustee or other fiduciary holding securities under
any employee benefit plan of the Company, or any company owned, directly or
indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company), is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the 1934 Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or
more of the combined voting power of the Company's then outstanding securities
or (b) during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board cease for any reason to constitute
at least a majority thereof, unless the election by the Board or the nomination
for election by the Company's stockholders was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who either were directors
at the beginning of the two-year period or whose election or nomination for
election was previously so approved; (ii) the stockholders of the Company
approve a merger or consolidation of the Company with any other corporation,
other than a merger or consolidation that would result in the voting securities
of the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of
the surviving entity) more than fifty percent (50%) of the combined voting power
of the voting securities of the surviving entity outstanding immediately after
such merger or consolidation; provided, however, that a merger or consolidation
effected to implement a reorganization or recapitalization of the Company, or a
similar transaction (collectively, a "Reorganization"), in which no "person"
acquires more than twenty percent (20%) of the combined voting power of the
Company's then outstanding securities shall not constitute a Change in Control
of the Company; or (iii) the stockholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company's assets.

         2.8 "Code" means the Internal Revenue Code of 1986, as amended.

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         2.9  "Committee" means the committee appointed or designated by the
Board to administer the Plan in accordance with Article 3 of this Plan.

         2.10 "Common Stock" means the common stock, par value $0.01 per share,
which the Company is currently authorized to issue or may in the future be
authorized to issue, or any securities into which or for which the common stock
of the Company may be converted or exchanged, as the case may be, pursuant to
the terms of this Plan.

         2.11 "Company" means Landry's Restaurants, Inc., a Delaware
corporation, and any successor entity.

         2.12 "Consultant" means any person performing advisory or consulting
services for the Company or a Subsidiary, with or without compensation, to whom
the Company chooses to grant an Award in accordance with the Plan, provided that
bona fide services must be rendered by such person and such services shall not
be rendered in connection with the offer or sale of securities in a capital
raising transaction.

         2.13 "Corporation" means any entity that (i) is defined as a
corporation under Code Section 7701 and (ii) is the Company or is in an unbroken
chain of corporations (other than the Company) beginning with the Company, if
each of the corporations other than the last corporation in the unbroken chain
owns stock possessing a majority of the total combined voting power of all
classes of stock in one of the other corporations in the chain. For purposes of
clause (ii) hereof, an entity shall be treated as a "corporation" if it
satisfies the definition of a corporation under Section 7701 of the Code.

         2.14 "Date of Grant" means the effective date on which an Award is made
to a Participant as set forth in the applicable Award Agreement.

         2.15 "Disability" means a Participant is qualified for long-term
disability benefits under the Company's or Subsidiary's disability plan or
insurance policy; or, if no such plan or policy is then in existence or if the
Participant is not eligible to participate in such plan or policy, that the
Participant, because of ill health, physical or mental disability or any other
reason beyond his or her control, is unable to perform his or her duties of
employment for a period of not less than twelve (12) continuous months, as
determined in the sole and absolute discretion of the Committee.

         2.16 "Employee" means common law employee (as defined in accordance
with the Regulations and Revenue Rulings then applicable under Section 3401(c)
of the Code) of the Company or any Subsidiary of the Company.

         2.17 "Fair Market Value" means, as of a particular date, (i) if the
shares of Common Stock are listed on a national securities exchange, the closing
sales price per share of Common Stock on the consolidated transaction reporting
system for the principal securities exchange for the Common Stock on that date,
or, if there shall have been no such sale so reported on that date, on the last
preceding date on which such a sale was so reported, (ii) if the shares of
Common Stock are not so listed but are quoted on the Nasdaq National Market
System, the closing sales price per share of Common Stock on the Nasdaq National
Market System on that date, or, if there shall have been no

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such sale so reported on that date, on the last preceding date on which such a
sale was so reported, (iii) if the Common Stock is not so listed or quoted, the
mean between the closing bid and asked price on that date, or, if there are no
quotations available for such date, on the last preceding date on which such
quotations shall be available, as reported by Nasdaq, or, if not reported by
Nasdaq, by the National Quotation Bureau, Inc., or (iv) if none of the above is
applicable, such amount as may be determined by the Board (acting on the advice
of an Independent Third Party, should the Board elect in its sole discretion to
utilize an Independent Third Party for this purpose), in good faith, to be the
fair market value per share of Common Stock.

         2.18 "Independent Third Party" means an individual or entity
independent of the Company having experience in providing investment banking or
similar appraisal or valuation services and with expertise generally in the
valuation of securities or other property for purposes of this Plan. The Board
may utilize one or more Independent Third Parties.

         2.19 "Nonqualified Stock Option" means a nonqualified stock option,
granted pursuant to this Plan, to which Section 421 of the Code does not apply.

         2.20 "Option Price" means the price which must be paid by a Participant
upon exercise of a Stock Option to purchase a share of Common Stock.

         2.21 "Outside Director" means a director of the Company who is not an
Employee.

         2.22 "Participant" means an Employee, Consultant, or Outside Director
of the Company or a Subsidiary to whom an Award is granted under this Plan.

         2.23 "Plan" means this Landry's Restaurants, Inc. 2002 Nonqualified
Stock Option Plan, as amended from time to time.

         2.24 "Reporting Participant" means a Participant who is subject to the
reporting requirements of Section 16 of the 1934 Act.

         2.25 "Retirement" means any Termination of Service solely due to
retirement upon or after attainment of age sixty-five (65), or permitted early
retirement as determined by the Committee.

         2.26 "Stock Option" means a Nonqualified Stock Option.

         2.27 "Subsidiary" means (i) any corporation in an unbroken chain of
corporations beginning with the Company, if each of the corporations other than
the last corporation in the unbroken chain owns stock possessing a majority of
the total combined voting power of all classes of stock in one of the other
corporations in the chain, (ii) any limited partnership, if the Company or any
corporation described in item (i) above owns a majority of the general
partnership interest and a majority of the limited partnership interests
entitled to vote on the removal and replacement of the general partner, and
(iii) any partnership or limited liability company, if the partners or members
thereof are composed only of the Company, any corporation listed in item (i)
above or any limited partnership listed in item (ii) above. "Subsidiaries" means
more than one of any such corporations, limited partnerships, partnerships or
limited liability companies.

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         2.28 "Termination of Service" occurs when a Participant who is an
Employee or a Consultant of the Company or any Subsidiary shall cease to serve
as an Employee or Consultant of the Company and its Subsidiaries, for any
reason; or, when a Participant who is an Outside Director of the Company or a
Subsidiary shall cease to serve as a director of the Company and its
Subsidiaries for any reason; provided, however, if any Termination of Service
provided for herein shall fall on a Saturday, Sunday or legal holiday, then such
date of Termination of Service shall be deemed to be the first normal business
day of the Company, at its office in Houston, Texas, before such Saturday,
Sunday or legal holiday.

                                    ARTICLE 3
                                 ADMINISTRATION

         Subject to the terms of this Article 3, the Plan shall be administered
by the Board or such committee of the Board as is designated by the Board to
administer the Plan (the "Committee"). The Committee shall consist of not fewer
than two persons. Any member of the Committee may be removed at any time, with
or without cause, by resolution of the Board. Any vacancy occurring in the
membership of the Committee may be filled by appointment by the Board. At any
time there is no Committee to administer the Plan, any references in this Plan
to the Committee shall be deemed to refer to the Board.

         If necessary to satisfy the requirements of Rule 16b-3 promulgated
under the 1934 Act, membership on the Committee shall be limited to those
members of the Board who are "non-employee directors" as defined in Rule 16b-3
promulgated under the 1934 Act. The Committee shall select one of its members to
act as its Chairman. A majority of the Committee shall constitute a quorum, and
the act of a majority of the members of the Committee present at a meeting at
which a quorum is present shall be the act of the Committee.

         The Committee shall determine and designate from time to time the
eligible persons to whom Awards will be granted and shall set forth in each
related Award Agreement, where applicable, the Award Period, the Date of Grant,
and such other terms, provisions, limitations, and performance requirements, as
are approved by the Committee, but not inconsistent with the Plan. The Committee
shall determine whether an Award shall include one type of Incentive or two or
more Incentives granted in tandem (that is, a joint grant where, under the terms
of the Award Agreement, exercise of one Incentive results in cancellation of all
or a portion of the other Incentive). Although the members of the Committee
shall be eligible to receive Awards, no member of the Committee shall
participate in any decisions regarding any Award granted hereunder to such
member. All decisions with respect to any Award, and the terms and conditions
thereof, to be granted under the Plan to any member of the Committee shall be
made solely and exclusively by the other members of the Committee, or if such
member is the only member of the Committee, by the Board.

     The Committee, in its discretion, shall (i) interpret the Plan, (ii)
prescribe, amend, and rescind any rules and regulations necessary or appropriate
for the administration of the Plan, (iii) establish performance goals for an
Award and certify the extent of their achievement, and (iv) make such other
determinations or certifications and take such other action as it deems
necessary or

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advisable in the administration of the Plan. Any interpretation,
determination, or other action made or taken by the Committee shall be final,
binding, and conclusive on all interested parties.

         The Committee may delegate to officers of the Company, pursuant to a
written delegation, the authority to perform specified functions under the Plan.
Any actions taken by any officers of the Company pursuant to such written
delegation of authority shall be deemed to have been taken by the Committee.
Notwithstanding the foregoing, to the extent necessary to satisfy the
requirements of Rule 16b-3 promulgated under the 1934 Act, any function relating
to a Reporting Participant shall be performed solely by the Committee.

         With respect to restrictions in the Plan that are based on the
requirements of Rule 16b-3 promulgated under the 1934 Act, the rules of any
exchange or inter-dealer quotation system upon which the Company's securities
are listed or quoted, or any other applicable law, rule or restriction
(collectively, "applicable law"), to the extent that any such restrictions are
no longer required by applicable law, the Committee shall have the sole
discretion and authority to grant Awards that are not subject to such mandated
restrictions and/or to waive any such mandated restrictions with respect to
outstanding Awards.

                                    ARTICLE 4
                                   ELIGIBILITY

         Any Employee (including an Employee who is also a director or an
officer), Outside Director, or Consultant of the Company whose judgment,
initiative, and efforts contributed or may be expected to contribute to the
successful performance of the Company is eligible to participate in the Plan.
The Committee, upon its own action, may grant, but shall not be required to
grant, an Award to any Employee, Outside Director, or Consultant of the Company
or any Subsidiary. Awards may be granted by the Committee at any time and from
time to time to new Participants, or to then Participants, or to a greater or
lesser number of Participants, and may include or exclude previous Participants,
as the Committee shall determine. Except as required by this Plan, Awards
granted at different times need not contain similar provisions. The Committee's
determinations under the Plan (including without limitation determinations of
which Employees, Outside Directors, or Consultants, if any, are to receive
Awards, the form, amount and timing of such Awards, the terms and provisions of
such Awards and the agreements evidencing same) need not be uniform and may be
made by it selectively among Participants who receive, or are eligible to
receive, Awards under the Plan.

                                    ARTICLE 5
                             SHARES SUBJECT TO PLAN

         5.1 Number Available for Awards. Subject to adjustment as provided in
Articles 11 and 12, the maximum number of shares of Common Stock that may be
delivered pursuant to Awards granted under the Plan is two million one hundred
sixty-two thousand five hundred (2,162,500) shares, of which a portion are
reserved as Rainforest Option Shares. Shares to be issued shall be solely from
Common Stock held by the Company in its treasury. During the term of this Plan,
the Company will at all times

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reserve and keep available the number of shares of Common Stock that shall be
sufficient to satisfy the requirements of this Plan.

         5.2 Re-use of Shares. If, and to the extent a Stock Option shall expire
or terminate for any reason without having been exercised in full, or in the
event that a Stock Option is exercised or settled in a manner such that some or
all of the shares of Common Stock relating to the Stock Option are not issued to
the Participant (or beneficiary) (including as the result of the use of shares
for withholding taxes), the shares of Common Stock subject thereto which have
not become outstanding shall (unless the Plan shall have sooner terminated)
become available for issuance under the Plan; in addition, with respect to any
share-for-share exercise or cashless exercise pursuant to Section 8.3 or
otherwise, only the "net" shares issued shall be deemed to have become
outstanding for purposes of the Plan as a result thereof.

                                    ARTICLE 6
                                 GRANT OF AWARDS

         6.1 In General. The Company shall execute an Award Agreement with a
Participant after the Committee approves the issuance of an Award. Any Award
granted pursuant to this Plan must be granted within ten (10) years after the
date of adoption of this Plan. If required by rules or regulations of the New
York Stock Exchange or if deemed necessary or desirable by the Board, the Plan
shall be submitted to the Company's stockholders for approval; however, the
Committee may grant Awards under the Plan prior to the time of any required
stockholder approval. Any such Award granted prior to such stockholder approval,
if required or desired by the Board, shall be made subject to such stockholder
approval. The grant of an Award to a Participant shall not be deemed either to
entitle the Participant to, or to disqualify the Participant from, receipt of
any other Award under the Plan.

         6.2 Stock Options. The grant of an Award shall be authorized by the
Committee and shall be evidenced by an Award Agreement setting forth: (i) the
Stock Options being granted, (ii) the total number of shares of Common Stock
subject to the Incentive(s), (iii) the Option Price, (iv) the Award Period, (v)
the Date of Grant, and (vi) such other terms, provisions, limitations, and
performance objectives, as are approved by the Committee, but not inconsistent
with the Plan.

         6.3 Option Price. The Option Price for any share of Common Stock which
may be purchased under a Nonqualified Stock Option for any share of Common Stock
shall be equal to the Fair Market Value of the share on the Date of Grant.

         6.4 CEV. A CEV feature of an Award shall entitle the Participant, at
the discretion of the Committee, to receive from the Company cash in an amount
equal to the excess (if any) of the Fair Market Value (as of the date of the
exercise by the Participant of the Stock Option) per share over the CEV Price
per share specified for such CEV, multiplied by the total number of shares of
the CEV being exercised. If the Committee grants a Stock Option with a CEV
feature, the Award shall be in the form of a "tandem Award," so that if the
Committee elects to exercise the CEV with respect to all or a portion of a Stock
Option, all or that portion of the Stock Option shall be cancelled. For example,
if a Stock Option and a CEV are issued in a tandem Award, and the

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Committee exercises the CEV with respect to 100 shares of Common Stock, the
right of the Participant to exercise the related Stock Option shall be canceled
to the extent of 100 shares of Common Stock.

         6.5  CEV Price. The CEV Price for any share of Common Stock subject to
a CEV shall be equal to the Fair Market Value of the share on the Date of Grant
of the Stock Option containing the CEV.

                                    ARTICLE 7
                              AWARD PERIOD; VESTING

         7.1  Award Period.

              (a) Subject to the other provisions of this Plan, the Committee
         shall specify in the Award Agreement the Award Period. No Stock Option
         granted under the Plan may be exercised at any time after the end of
         its Award Period. The Award Period shall be no more than ten (10)
         years from the Date of Grant of the Stock Option.

              (b) In the event of a Termination of Service of a Participant, the
         Award Period for a Stock Option shall be reduced or terminated in
         accordance with the Award Agreement.

         7.2  Vesting. The Committee, in its sole discretion, may determine that
an Incentive will be immediately vested in whole or in part, or that all or any
portion may not be vested until a date, or dates, subsequent to its Date of
Grant, or until the occurrence of one or more specified events, subject in any
case to the terms of the Plan. If the Committee imposes conditions upon vesting,
then, subsequent to the Date of Grant, the Committee may, in its sole
discretion, accelerate the date on which all or any portion of the Incentive may
be vested.

                                    ARTICLE 8
                              EXERCISE OF INCENTIVE

         8.1  In General. The Committee, in its sole discretion, may determine
that a Stock Option will be immediately exercisable, in whole or in part, or
that all or any portion may not be exercised until a date, or dates, subsequent
to its Date of Grant, or until the occurrence of one or more specified events,
subject in any case to the terms of the Plan. If the Committee imposes
conditions upon exercise, then subsequent to the Date of Grant, the Committee
may, in its sole discretion, accelerate the date on which all or any portion of
the Stock Option may be exercised. No Stock Option may be exercised for a
fractional share of Common Stock. The granting of a Stock Option shall impose no
obligation upon the Participant to exercise that Stock Option.

         8.2  Securities Law and Exchange Restrictions. In no event may an
Incentive be exercised or shares of Common Stock be issued pursuant to an Award
if a necessary listing or quotation of the shares of Common Stock on a stock
exchange or inter-dealer quotation system or

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any registration under state or federal securities laws required under the
circumstances has not been accomplished.

         8.3   Exercise of Stock Option.

               (a) Notice and Payment. Subject to such administrative
         regulations as the Committee may from time to time adopt, a Stock
         Option may be exercised by the delivery of written notice to the
         Committee or other designated person setting forth the number of shares
         of Common Stock with respect to which the Stock Option is to be
         exercised and the date of exercise thereof (the "Exercise Date").
         Unless otherwise provided in the Award Agreement, on the Exercise Date,
         the Participant shall deliver to the Company consideration with a value
         equal to the total Option Price of the shares to be purchased, payable
         as provided in the Award Agreement, which may provide for payment in
         any one or more of the following ways: (a) cash or check, bank draft,
         or money order payable to the order of the Company, (b) Common Stock
         owned by the Participant on the Exercise Date, valued at its Fair
         Market Value on the Exercise Date, and which the Participant has not
         acquired from the Company within six (6) months prior to the Exercise
         Date, (c) by delivery (including by FAX) to the Company or its
         designated agent of an executed irrevocable option exercise form
         together with irrevocable instructions from the Participant to a broker
         or dealer, reasonably acceptable to the Company, to sell certain of the
         shares of Common Stock purchased upon exercise of the Stock Option or
         to pledge such shares as collateral for a loan and promptly deliver to
         the Company the amount of sale or loan proceeds necessary to pay such
         purchase price, and/or (d) in any other form of valid consideration
         that is acceptable to the Committee in its sole discretion.

               (b)  Issuance of Certificate. Except as otherwise provided in the
         applicable Award Agreement, upon payment of all amounts due from the
         Participant, the Company shall cause certificates for the Common Stock
         then being purchased to be delivered as directed by the Participant (or
         the person exercising the Participant's Stock Option in the event of
         his death) at its principal business office promptly after the Exercise
         Date. The obligation of the Company to deliver shares of Common Stock
         shall, however, be subject to the condition that, if at any time the
         Committee shall determine in its discretion that the listing or
         registration of the Stock Option or the Common Stock upon any
         securities exchange or inter-dealer quotation system or under any state
         or federal law, or the consent or approval of any governmental
         regulatory body, is necessary as a condition of, or in connection with,
         the Stock Option or the issuance or purchase of shares of Common Stock
         thereunder, the Stock Option may not be exercised in whole or in part
         unless such listing, registration, consent, or approval shall have been
         effected or obtained free of any conditions not reasonably acceptable
         to the Committee.

               (c)  Failure to Pay. If the Participant fails to pay for any of
         the Common Stock specified in such notice or fails to accept delivery
         thereof, the Participant's Stock Option and right to purchase such
         Common Stock may be forfeited by the Company.

         8.4   CEVs. Subject to the conditions of Section 6.4, this Section 8.4,
the Award Agreement and such administrative regulations as the Committee may
from time to time adopt, a

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CEV may be exercised by the delivery (including by FAX) to the Participant of
written notice by the Committee or other designated person setting forth the
number of shares of Common Stock with respect to which the CEV is to be
exercised and the date of exercise thereof (the "Exercise Date"). On the
Exercise Date, the Participant shall receive from the Company cash in an amount
equal to the excess (if any) of the Fair Market Value (as of the date of the
Participant's exercise of the Stock Option) per share of Common Stock over the
CEV Price per share specified in such CEV, multiplied by the total number of
shares of Common Stock covered by the exercised CEV.

                                    ARTICLE 9
                           AMENDMENT OR DISCONTINUANCE

         Subject to the limitations set forth in this Article 9, the Board may
at any time and from time to time, without the consent of the Participants,
alter, amend, revise, suspend, or discontinue the Plan in whole or in part;
provided, however, that no amendment which requires stockholder approval in
order for the Plan and Incentives awarded under the Plan to comply with
applicable law, shall be effective unless such amendment shall be approved by
the requisite vote of the stockholders of the Company entitled to vote thereon.
Any such amendment shall, to the extent deemed necessary or advisable by the
Committee, be applicable to any outstanding Incentives theretofore granted under
the Plan, notwithstanding any contrary provisions contained in any Award
Agreement. In the event of any such amendment to the Plan, the holder of any
Incentive outstanding under the Plan shall, upon request of the Committee and as
a condition to the exercisability thereof, execute a conforming amendment in the
form prescribed by the Committee to any Award Agreement relating thereto.
Notwithstanding anything contained in this Plan to the contrary, unless required
by law, no action contemplated or permitted by this Article 9 shall adversely
affect any rights of Participants or obligations of the Company to Participants
with respect to any Incentive theretofore granted under the Plan without the
consent of the affected Participant.

                                   ARTICLE 10
                                      TERM

         The Plan shall be effective from the date that this Plan is approved by
the Board. Unless sooner terminated by action of the Board, the Plan will
terminate on December 15, 2012, but Incentives granted before that date will
continue to be effective in accordance with their terms and conditions.

                                   ARTICLE 11
                               CAPITAL ADJUSTMENTS

         In the event that the Committee shall determine that any dividend or
other distribution (whether in the form of cash, Common Stock, other securities,
or other property), recapitalization, stock split, reverse stock split, rights
offering, reorganization, merger, consolidation, split-up, spin-off, split-off,
combination, subdivision, repurchase, or exchange of Common Stock or other
securities of the Company, issuance of warrants or other rights to purchase
Common Stock or other

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securities of the Company, or other similar corporate transaction or event
affects the Common Stock such that an adjustment is determined by the Committee
to be appropriate to prevent the dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust any or all of
the (i) the number of shares and type of Common Stock (or the securities or
property) which thereafter may be made the subject of Awards, (ii) the number of
shares and type of Common Stock (or other securities or property) subject to
outstanding Awards, (iii) the Option Price of each outstanding Award, and (iv)
the number of or CEV Price of shares of Common Stock then subject to outstanding
CEVs previously granted and unexercised under the Plan to the end that the same
proportion of the Company's issued and outstanding shares of Common Stock in
each instance shall remain subject to exercise at the same aggregate CEV Price;
provided however, that the number of shares of Common Stock (or other securities
or property) subject to any Award shall always be a whole number. In lieu of the
foregoing, if deemed appropriate, the Committee may make provision for a cash
payment to the holder of an outstanding Award. Such adjustments shall be made in
accordance with the rules of any securities exchange, stock market, or stock
quotation system to which the Company is subject.

         Upon the occurrence of any such adjustment or cash payment, the Company
shall provide notice to each affected Participant of its computation of such
adjustment or cash payment which shall be conclusive and shall be binding upon
each such Participant.

                                   ARTICLE 12
                   RECAPITALIZATION, MERGER AND CONSOLIDATION

         12.1  No Effect on Company's Authority. The existence of this Plan and
Incentives granted hereunder shall not affect in any way the right or power of
the Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations, or other changes in the Company's capital
structure and its business, or any merger or consolidation of the Company, or
any issuance of bonds, debentures, preferred or preference stocks ranking prior
to or otherwise affecting the Common Stock or the rights thereof (or any rights,
options, or warrants to purchase same), or the dissolution or liquidation of the
Company, or any sale or transfer of all or any part of its assets or business,
or any other corporate act or proceeding, whether of a similar character or
otherwise.

         12.2  Conversion of Incentives Where Company Survives. Subject to any
required action by the stockholders, if the Company shall be the surviving or
resulting corporation in any merger, consolidation or share exchange, any
Incentive granted hereunder shall pertain to and apply to the securities or
rights (including cash, property, or assets) to which a holder of the number of
shares of Common Stock subject to the Incentive would have been entitled.

         12.3  Exchange or Cancellation of Incentives Where Company Does Not
Survive. In the event of any merger, consolidation or share exchange pursuant to
which the Company is not the surviving or resulting corporation, there shall be
substituted for each share of Common Stock subject to the unexercised portions
of outstanding Stock Options, that number of shares of each class of stock or
other securities or that amount of cash, property, or assets of the surviving,
resulting or consolidated company which were distributed or distributable to the
stockholders of the Company in

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<PAGE>

respect to each share of Common Stock held by them, such outstanding Stock
Options to be thereafter exercisable for such stock, securities, cash, or
property in accordance with their terms.

         Notwithstanding the foregoing, however, all Stock Options may be
canceled by the Company, in its sole discretion, as of the effective date of any
such reorganization, merger, consolidation, or share exchange, or of any
proposed sale of all or substantially all of the assets of the Company, or of
any dissolution or liquidation of the Company, by either:

               (a)  giving notice to each holder thereof or his personal
         representative of its intention to cancel such Stock Options and
         permitting the purchase during the thirty (30) day period next
         preceding such effective date of any or all of the shares subject to
         such outstanding Stock Options, including in the Board's discretion
         some or all of the shares as to which such Stock Options would not
         otherwise be vested and exercisable; or

               (b)  paying the holder thereof an amount equal to a reasonable
         estimate of the difference between the net amount per share payable in
         such transaction or as a result of such transaction, and the exercise
         price per share of such Stock Option (hereinafter the "Spread"),
         multiplied by the number of shares subject to the Stock Option. In
         estimating the Spread, appropriate adjustments to give effect to the
         existence of the Stock Options shall be made, such as deeming the Stock
         Options to have been exercised, with the Company receiving the exercise
         price payable thereunder, and treating the shares receivable upon
         exercise of the Options as being outstanding in determining the net
         amount per share. In cases where the proposed transaction consists of
         the acquisition of assets of the Company, the net amount per share
         shall be calculated on the basis of the net amount receivable with
         respect to shares of Common Stock upon a distribution and liquidation
         by the Company after giving effect to expenses and charges, including
         but not limited to taxes, payable by the Company before such
         liquidation could be completed.

                                   ARTICLE 13
                           LIQUIDATION OR DISSOLUTION

         Subject to Section 12.3 hereof, in case the Company shall, at any time
while any Incentive under this Plan shall be in force and remain unexpired, (i)
sell all or substantially all of its property, or (ii) dissolve, liquidate, or
wind up its affairs, then each Participant shall be entitled to receive, in lieu
of each share of Common Stock of the Company which such Participant would have
been entitled to receive under the Incentive, the same kind and amount of any
securities or assets as may be issuable, distributable, or payable upon any such
sale, dissolution, liquidation, or winding up with respect to each share of
Common Stock of the Company. If the Company shall, at any time prior to the
expiration of any Incentive, make any partial distribution of its assets, in the
nature of a partial liquidation, whether payable in cash or in kind (but
excluding the distribution of a cash dividend payable out of earned surplus and
designated as such) then in such event the Option Prices or CEV Prices then in
effect with respect to each Stock Option or CEV shall be reduced, on the payment
date of such distribution, in proportion to the percentage reduction in the
tangible book value of the shares of the Company's Common Stock (determined in
accordance with generally accepted accounting principles) resulting by reason of
such distribution.

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<PAGE>

                                   ARTICLE 14
                         INCENTIVES IN SUBSTITUTION FOR
                      INCENTIVES GRANTED BY OTHER ENTITIES

         Incentives may be granted under the Plan from time to time in
substitution for similar instruments held by employees or directors of a
corporation, partnership, or limited liability company who become or are about
to become Employees or Outside Directors of the Company or any Subsidiary as a
result of a merger or consolidation of the employing corporation with the
Company, the acquisition by the Company of equity of the employing entity, or
any other similar transaction pursuant to which the Company becomes the
successor employer. The terms and conditions of the substitute Incentives so
granted may vary from the terms and conditions set forth in this Plan to such
extent as the Committee at the time of grant may deem appropriate to conform, in
whole or in part, to the provisions of the Incentives in substitution for which
they are granted.

                                   ARTICLE 15
                            MISCELLANEOUS PROVISIONS

         15.1 Investment Intent. The Company may require that there be presented
to and filed with it by any Participant under the Plan, such evidence as it may
deem necessary to establish that the Incentives granted or the shares of Common
Stock to be purchased or transferred are being acquired for investment and not
with a view to their distribution.

         15.2 No Right to Continued Employment. Neither the Plan nor any
Incentive granted under the Plan shall confer upon any Participant any right
with respect to continuance of employment by the Company or any Subsidiary.

         15.3 Indemnification of Board and Committee. No member of the Board or
the Committee, nor any officer or Employee of the Company acting on behalf of
the Board or the Committee, shall be personally liable for any action,
determination, or interpretation taken or made in good faith with respect to the
Plan, and all members of the Board and the Committee, each officer of the
Company, and each Employee of the Company acting on behalf of the Board or the
Committee shall, to the extent permitted by law, be fully indemnified and
protected by the Company in respect of any such action, determination, or
interpretation.

         15.4 Effect of the Plan. Neither the adoption of this Plan nor any
action of the Board or the Committee shall be deemed to give any person any
right to be granted an Award or any other rights except as may be evidenced by
an Award Agreement, or any amendment thereto, duly authorized by the Committee
and executed on behalf of the Company, and then only to the extent and upon the
terms and conditions expressly set forth therein.

         15.5 Governing Law and Compliance With Other Laws and Regulations. The
validity, construction and effect of the Plan, any Award Agreement and any rules
and regulations relating to the Plan shall be determined in accordance with the
laws of the State of Delaware.

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<PAGE>

Notwithstanding anything contained herein to the contrary, the Company shall not
be required to sell or issue shares of Common Stock under any Incentive if the
issuance thereof would constitute a violation by the Participant or the Company
of any provisions of any law or regulation of any governmental authority or any
national securities exchange or inter-dealer quotation system or other forum in
which shares of Common Stock are quoted or traded (including without limitation
Section 16 of the 1934 Act); and, as a condition of any sale or issuance of
shares of Common Stock under an Incentive, the Committee may require such
agreements or undertakings, if any, as the Committee may deem necessary or
advisable to assure compliance with any such law or regulation. The Plan, the
grant and exercise of Incentives hereunder, and the obligation of the Company to
sell and deliver shares of Common Stock, shall be subject to all applicable
federal and state laws, rules and regulations and to such approvals by any
government or regulatory agency as may be required.

         15.6 Tax Requirements. The Company shall have the right to deduct from
all amounts hereunder paid in cash or other form, any Federal, state, or local
taxes required by law to be withheld with respect to such payments. The
Participant receiving shares of Common Stock issued under the Plan shall be
required to pay the Company the amount of any taxes which the Company is
required to withhold with respect to such shares of Common Stock.
Notwithstanding the foregoing, in the event of an assignment of a Nonqualified
Stock Option pursuant to Section 15.7, the Participant who assigns the
Nonqualified Stock Option shall remain subject to withholding taxes upon
exercise of the Nonqualified Stock Option by the transferee to the extent
required by the Code or the rules and regulations promulgated thereunder. Such
payments shall be required to be made prior to the delivery of any certificate
representing such shares of Common Stock. Such payment may be made, unless
otherwise provided in the Award Agreement, (i) by the delivery of cash to the
Company in an amount that equals or exceeds (to avoid the issuance of fractional
shares under (iii) below) the required tax withholding obligation of the
Company; (ii) the actual delivery by the exercising Participant to the Company
of shares of Common Stock that the Participant has not acquired from the Company
within six months prior to the date of exercise, which shares so delivered have
an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of
fractional shares under (iii) below) the required tax withholding payment; (iii)
the Company's withholding of a number of shares to be delivered upon the
exercise of the Stock Option, which shares so withheld have an aggregate fair
market value that equals (but does not exceed) the required tax withholding
payment; or (iv) any combination of (i), (ii), or (iii).

         15.7 Stock Option Assignability. Except as otherwise provided herein,
Nonqualified Stock Options may not be transferred, assigned, pledged,
hypothecated or otherwise conveyed or encumbered other than by will or the laws
of descent and distribution. The Committee may, in its discretion, authorize all
or a portion of a Nonqualified Stock Option granted to a Participant to be on
terms which permit transfer by such Participant to (i) the spouse (or former
spouse), children or grandchildren of the Participant ("Immediate Family
Members"), (ii) a trust or trusts for the exclusive benefit of such Immediate
Family Members, (iii) a partnership in which the only partners are (1) such
Immediate Family Members and/or (2) entities which are controlled by Immediate
Family Members, (iv) an entity exempt from federal income tax pursuant to
Section 501(c)(3) of the Code or any successor provision, or (v) a split
interest trust or pooled income fund described in Section 2522(c)(2) of the Code
or any successor provision, provided that (x) there shall be no consideration
for any such transfer, (y) the Award Agreement pursuant to which such
Nonqualified Stock Option is granted must be approved by the Committee and must
expressly provide for

                                       14

<PAGE>

transferability in a manner consistent with this Section, and (z) subsequent
transfers of transferred Nonqualified Stock Options shall be prohibited except
those by will or the laws of descent and distribution.

         Following any transfer, any such Nonqualified Stock Option shall
continue to be subject to the same terms and conditions as were applicable
immediately prior to transfer, provided that for purposes of Articles 8, 9, 11,
13 and 15 hereof the term "Participant" shall be deemed to include the
transferee. The events of Termination of Service shall continue to be applied
with respect to the original Participant, following which the Nonqualified Stock
Options shall be exercisable by the transferee only to the extent and for the
periods specified in the Award Agreement. The Committee and the Company shall
have no obligation to inform any transferee of a Nonqualified Stock Option of
any expiration, termination, lapse or acceleration of such Stock Option. The
Company shall have no obligation to register with any federal or state
securities commission or agency any Common Stock issuable or issued under a
Nonqualified Stock Option that has been transferred by a Participant under this
Section 15.7.

         15.8 Use of Proceeds. Proceeds from the sale of shares of Common Stock
pursuant to Incentives granted under this Plan shall constitute general funds of
the Company.

         15.9 Legend. The following legend shall be inserted on a certificate
evidencing Common Stock issued under the Plan if the shares were not issued in a
transaction registered under the applicable federal and state securities laws:

                   "Shares of stock represented by this
                   certificate have been acquired by the holder
                   for investment and not for resale, transfer or
                   distribution, have been issued pursuant to
                   exemptions from the registration requirements
                   of applicable state and federal securities
                   laws, and may not be offered for sale, sold or
                   transferred other than pursuant to effective
                   registration under such laws, or in
                   transactions otherwise in compliance with such
                   laws, and upon evidence satisfactory to the
                   Company of compliance with such laws, as to
                   which the Company may rely upon an opinion of
                   counsel satisfactory to the Company."

         A copy of this Plan shall be kept on file in the principal office of
the Company in Houston, Texas.

                                 ***************

                                       15






<PAGE>

         IN WITNESS WHEREOF, the Company has caused this instrument to be
effective as of December 15, 2002, by its Chief Executive Officer and Secretary
pursuant to prior action taken by the Board.

                                                LANDRY'S RESTAURANTS, INC.

                                                By:____________________________
                                                Name:__________________________
                                                Title:_________________________

Attest:

___________________________________

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