**Exhibit 10.29****ROADHOUSE GRILL, INC.****2005 SPECIAL INCENTIVE COMPENSATION PLAN**     **1. ESTABLISHMENT AND PURPOSE**     Roadhouse Grill, Inc., a Florida corporation (“Company”), hereby establishes the “RoadhouseGrill, Inc. Special Incentive Compensation Plan.” The Plan is intended to provide an incentive forcertain senior management employees of the Company.     **2. ADMINISTRATION**     This Plan shall be administered by the Compensation Committee of the Board of Directors of theCompany (the “Committee”). The interpretation and construction by the Committee of the Plan, thecalculation by the Committee of payments and any other determinations or calculations made by theCommittee hereunder, shall be conclusive, final and binding, except as otherwise provided herein.The Committee may delegate the administration of this Plan and such other aspects of the Plan(which may include any or all of the determinations and calculations required by this Plan) to suchofficer(s) of the Company as the Committee shall deem appropriate, and no such officer, no memberof the Committee, and no member of the Board of Directors of the Company shall be liable to anyperson for any action, determination or calculation in connection with this Plan made in goodfaith. Each such officer and member of the Committee or Board of Directors shall be fully protectedin taking any action hereunder in reliance in good faith upon the books and records of the Companyor upon such information, opinions, reports or statements presented to the Company by any person asto matters such officer or member of the Committee or Board of Directors reasonably believes arewithin such other person’s professional or expert competence and who has been selected withreasonable care by or on behalf of the Company.     **3. CERTAIN DEFINITIONS**     The following definitions and related rules shall apply for purposes of this Plan.     “Allocation Factor” means, with respect to a particular Participant, a percentage equal to thequotient of such Participant’s Participation Percentage, divided by the sum of the ParticipationPercentages of all of the Participants at the time of determining such Participant’s AllocationFactor. In no event shall the Allocation Factor of any Participant exceed 30 percent.     “Cause” means any of the following: (i) any Participant’s conduct that would constitute underfederal or state law either a felony or a misdemeanor involving moral turpitude, or a determinationby the Board that Participant has willfully violated Company policies or procedures involvingdiscrimination, harassment, alcohol or substance abuse, or work place violence causing materialinjury to the Company, (ii) Participant’s actions or omissions that constitute fraud, dishonesty orgross misconduct, (iii) Participant’s knowing and intentional
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breach of any fiduciary duty that causes material injury to the Company, or (iv) Participant’sinability to perform his material duties, after reasonable notice and an opportunity to resolve theissues, due to alcohol or other substance abuse.     “Change of Control” shall mean any of the following events:          (a) any “person” (as such term is defined in Sections 13(d)(3) and Section 14(d)(3) of theExchange Act), other than the Company, any majority-owned subsidiary of the Company, anycompensation plan of the Company, any majority-owned subsidiary of the Company, or Berjaya Group(Cayman) Limited or any subsidiary thereof; becomes the “beneficial owner” (as such term is definedin Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Companyrepresenting more than 51% of the combined voting power of the Company; or          (b) the shareholders of the Company approve (1) a reorganization, merger, or consolidationwith respect to which persons who were the shareholders of the Company immediately prior to suchreorganization, merger, or consolidation do not immediately thereafter own more than 30% of thecombined voting power entitled to vote generally in the election of the directors of thereorganized, merged or consolidated entity; (2) a liquidation or dissolution of the Company; or (3)the sale of all or substantially all of the assets of the Company or of a subsidiary of the Companythat accounts for more than 66 2/3% of the consolidated revenues of the Company, but not includinga reorganization, merger or consolidation of the Company, provided, however, that a reorganizationor liquidation that occurs under the Bankruptcy Code shall not be considered to meet therequirements of this section.     “Measurement Date” means the date immediately preceding the date on which a Change in Controloccurs.     “Participants” means the persons designated as Participants in this Plan by the Committee fromtime to time. The Committee shall identify the Participants by means of a written resolutionadopted by the Committee prior to the occurrence of a Change in Control. The Committee mayterminate the status of any person as a Participant by providing such person with written notice ofsuch termination, but such termination shall not become effective until six months after the dateon which such notice is provided to such person. Notwithstanding the foregoing, if a Participantvoluntarily terminates his employment with the Company or its subsidiaries, or if a Participant’semployment is terminated by the Company or its subsidiaries for Cause, then such Participant shallcease to be a Participant, and such Participant’s Participation Percentage shall be reduced to zeroimmediately upon such termination.     “Participation Percentage” means, with respect to a particular Participant, the ParticipationPercentage assigned to such Participant by the Committee. The Committee shall assign ParticipationPercentages to the Participants by means of a written resolution adopted by the Committee at anytime prior to the occurrence of a Change in Control. In no event shall the sum of theParticipation Percentages of all of the Participants exceed 100 percent, and in no event shall theParticipation Percentage assigned to any single Participant exceed 30 percent. If a Participant’sstatus as such is terminated, such Participant’s Participation Percentage shall be reduced to zero.
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     “Special Incentive Compensation Amount” means, with respect to a particular Participant, a sumof money in United States Dollars equal to the product of the Transaction Value as of theMeasurement Date, multiplied by the multiplier amount determined by the Committee in a resolutionadopted by the Committee prior to a Change of Control.     “Transaction Value” means the value of the transaction giving rise to the Change in Control.The Transaction Value of any particular transaction shall be determined by the Committee in aresolution adopted by the Committee prior to the particular Change of Control giving rise to thepayment obligation hereunder.     **4. TERMS AND CONDITIONS**          (a) Payments. Simultaneously with the closing of a transaction resulting in a Changeof Control, the Company shall pay to each Participant a sum of money equal to the Special IncentiveCompensation Amount for such Participant. All payments hereunder shall be subject to withholdingof applicable income, employment or similar taxes.     **5. RIGHTS OF EMPLOYEES**     A Participant’s participation in this Plan does not create any obligation whatsoever by theCompany or any of its subsidiaries to continue such Participant’s employment or otherwise affectthe Company’s right to terminate such Participant’s employment at will, with or without cause inthe sole discretion of the Company or any of the Company’s subsidiaries which is an employer ofsuch Participant; *provided, however,*that nothing contained in this Section 6 shall be construed toamend or modify in any respect any written employment agreements between the Company and anyParticipant. No person shall solely as a result of the existence of this Plan or such person’sparticipation herein be entitled to review or have access to the books and records of the Companyor any of its subsidiaries. The Company shall provide each Participant with a schedule showing howsuch Participant’s payment hereunder was calculated. Amounts due hereunder shall be in addition toamounts which may be due to an employee by reason of any other agreements between the Participantand the Company.     **6. TERM, EFFECTIVE DATE AND TERMINATION**     The term (“Term”) of this Plan shall commence on July 28, 2005 (the “Effective Date” and shallautomatically terminate on the date that is two years after the Effective Date (“TerminationDate”). No payments shall be made hereunder with respect to any Change in Control occurring afterthe Termination Date. In addition, this Plan shall apply only with respect to the first Change inControl occurring after the Effective Date.
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