Exhibit 10-08 Restricted Stock Agreement - Officer Form


    Exhibit
      10.08

    RESTRICTED
      STOCK AGREEMENT

     

         
      THIS
      RESTRICTED STOCK AGREEMENT
      (the
“Agreement”) is made and entered into effective ___________, by and between
      OS RESTAURANT SERVICES, INC., a Delaware corporation (“OSRS”), OUTBACK
      STEAKHOUSE, INC., a Delaware corporation (the “Company”), and ___________,
      SSN _______________ (“Grantee”), under the following
      circumstances:

    


    WHEREAS,
      OSRS is
      an affiliate of the Company; and

    


    WHEREAS,
      Grantee
      is employed by OSRS or its affiliate in the position of __________
      and,
      as a
      matter of separate inducement and agreement in connection with Grantee's
      employment, and not in lieu of any salary or other compensation for Grantee’s
      services, OSRS and the Company desire to enter into this Agreement with Grantee;
      and

    


    WHEREAS,
      OSRS
      and the Company consider it to be in their best interests to provide Grantee
      an
      inducement to acquire an ownership interest in the Company and thereby an
      additional incentive to advance the interests of the Company and
      OSRS.

    


    NOW,
      THEREFORE,
      intending to be legally bound, in consideration of the mutual covenants
      contained herein, and other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties agree as
      follows:

    


    Section
      1. Grant.
      

    


    On
      the
      effective date hereof the Company hereby grants to Grantee _______
      (____) shares of the
      Company’s Common Stock, $0.01 par value (the “Restricted Stock”).

    


    The
      Restricted Stock has been granted pursuant to the Outback Steakhouse, Inc.
      Amended and Restated Stock Plan (the “Plan”) and is subject to all provisions of
      the Plan, which are hereby incorporated herein by reference, and to the
      following provisions of this Agreement (capitalized terms not defined herein
      are
      used as defined in the Plan):

    


    Section
      2. Vesting.
      The
      Restricted Stock will vest as follows:

     

    
      
        	 	                
                Vesting Dates	 	 Restricted Stock	 
	 	 	 	 	 
	 	 On _________ (after 3 years
                from
                effective date)	 	 ______ (20%)	 
	 	 On _________ (after 4 years
                from
                effective date)	 	 ______
                (20%)	 
	 	 On _________ (after 5 years
                from
                effective date) (“Final Vesting Date”)	 	 ______ (60%)	 


      

       

    

    Section
      3. Purchase
      Price.
      Grantee’s payment for the Restricted Stock is hereby deemed to be prior services
      rendered on behalf of the Company and OSRS. The Restricted Stock will be issued
      in uncertificated form. The Restricted Stock will be recorded in the name of
      the
      Grantee in the books and records of the Company’s transfer agent. Upon vesting
      and Grantee’s compliance with Section
      8
      hereof,
      the Company shall cause certificates for the Restricted Stock to be issued
      to
      Grantee.

    


    Section
      4. Transferability.
      The
      Restricted Stock cannot be transferred or encumbered in any manner prior to
      vesting except by will or the laws of descent and distribution. The transferee
      of any Restricted Stock will be subject to all restrictions, terms, and
      conditions applicable to the Restricted Stock.

    


    Section
      5. Termination
      of Employment.
      If the
      Grantee does not remain employed by the Company in the position of _____________
      or
      higher through the Final Vesting Date, all shares of Restricted Stock
      not

    
      
        
        

      

      
        
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            Form
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              Officer Restricted Stock Agreement 2005b

          

        

        
          

        

      

      
        
        

      

    

     

    vested
      as
      of the date Grantee is no longer employed by the Company in the position of
      __________
      or
      higher, will be forfeited.

    


    Section
      6. Shareholder
      Rights and Restrictions.
      Except
      with regard to the disposition or encumbrance of Restricted Stock, the Grantee
      will generally have all rights of a shareholder with respect to the Restricted
      Stock from the date of grant, including, without limitation, the right to
      receive dividends with respect to such Restricted Stock and the right to vote
      such Restricted Stock, subject to any restrictions in this Agreement or in
      the
      Plan.

    


    Section
      7. Dividends.
      All
      dividends payable on the Restricted Stock (whether or not vested) will be
      payable in cash.

         
      

         
      Section 8. Taxes.
      Regardless of any action the Company takes with respect to any or all income
      tax, social insurance, payroll tax, payment on account or other tax-related
      withholding (“Tax-Related Items”), the Grantee acknowledges that the ultimate
      liability for all Tax-Related Items is and remains the Grantee’s responsibility
      and that the Company (1) makes no representations or undertakings regarding
      the treatment of any Tax-Related Items in connection with any aspect of the
      grant, including the grant or lapse of the restrictions on the shares, the
      subsequent sale of shares and the receipt of any dividends; and (2) does
      not commit to structure the terms of the grant or any aspect of the grant to
      reduce or eliminate your liability for Tax-Related Items. 

    


         The
      Grantee shall pay or make adequate arrangements satisfactory to the Company
      to
      satisfy all withholding and payment on account obligations of the Company.
      If
      the Grantee does not make such payment to or arrangements with the Company,
      the
      Company shall have the right to withhold from any payment of any kind otherwise
      due to the Grantee from the Company, any federal, state or local taxes of any
      kind required by law to be withheld with respect to the award or vesting of
      the
      Restricted Stock. Alternatively, or in addition, if permissible under local
      law,
      the Company may (a) sell or arrange for the sale of the Restricted Stock to
      meet
      the withholding obligation for Tax-Related Items, and/or (b) withhold such
      amount in shares of Restricted Stock, provided that the Company only withholds
      the amount of Restricted Stock necessary to satisfy the minimum withholding
      amount. Finally, the Grantee shall pay to the Company any amount of Tax-Related
      Items that the Company may be required to withhold as a result of the Grantee’s
      receipt of Restricted Stock that cannot be satisfied by the means previously
      described. The Company may refuse to honor the exercise and refuse to deliver
      the Restricted Stock if the Grantee fails to comply with the Grantee’s
      obligations in connection with the Tax-Related Items as described in this
      section.

    


    For
      purposes of Internal Revenue Code Section 83, the Grantee’s receipt of
      Restricted Stock may be deemed a transfer in connection with the performance
      of
      services. Because of the restrictions on transfer and vesting requirements,
      the
      Grantee will recognize taxable income in the tax year in which the Restricted
      Stock vests. The amount of taxable income is the fair market value of the
      Restricted Stock at
      the time the Restricted Stock vests.
       As
      an
      alternative, an election is available under Internal Revenue Code Section 83(b)
      to include the excess amount in taxable income for the year of the grant.
If
      a Section 83(b) election were made, the Company would report the value of the
      Restricted Stock to the Internal Revenue Service and will include the excess
      amount on your W-2 for the year of grant.  IN
      CONSIDERATION OF THE GRANTEE’S EMPLOYMENT AND THE ISSUANCE OF THE RESTRICTED
      STOCK TO THE GRANTEE, THE GRANTEE AGREES NOT TO MAKE A SECTION 83(b) ELECTION
      WITH RESPECT TO THE RESTRICTED STOCK.

    


    Section
      9. Subject
      to the Plan.
      This
      Agreement is made and the Restricted Stock evidenced hereby are granted under
      and pursuant to, and they are expressly made subject to all of the terms and
      conditions of, the Plan, notwithstanding anything herein to the contrary. The
      Grantee hereby acknowledges receipt of a copy of the Plan and that the Grantee
      has read and understands the terms and conditions of the Plan.

    


    Section
      10. Securities
      Law Compliance.

     

    
      
        
        

      

      
        
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            Form
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              Officer Restricted Stock Agreement 2005b

          

        

        
          

        

      

      
        
        

      

    

     

    (a) The
      Grantee agrees that the Company may impose such restrictions on the Restricted
      Stock as are deemed advisable by the Company, including, without limitation,
      restrictions relating to listing or trading requirements. The Grantee further
      agrees that certificates representing the Restricted Stock may bear such legends
      and statements as the Company shall deem appropriate or advisable to assure,
      among other things, compliance with applicable securities laws, rules, and
      regulations.

    


    (b) The
      Grantee agrees that any Restricted Stock which the Grantee may acquire by virtue
      of this Agreement may not be transferred, sold, assigned, pledged, hypothecated
      or otherwise disposed of by the Grantee unless (i) a registration statement
      or
      post-effective amendment to a registration statement under the Securities Act
      of
      1933, as amended, with respect to such Restricted Stock has become effective
      so
      as to permit the sale or other disposition of such Restricted Stock by the
      Grantee, or (ii) there is presented to the Company an opinion of counsel
      satisfactory to the Company to the effect that the sale or other proposed
      disposition of such Restricted Stock by the Grantee may lawfully be made
      otherwise than pursuant to an effective registration statement or post-effective
      amendment to a registration statement relating to such Restricted Stock under
      the Securities Act of 1933, as amended.

    


    Section
      11. Rights
      of the Grantee.
      The
      granting of the Restricted Stock shall in and of itself not confer any right
      of
      the Grantee to continue in the employ of the Company, any subsidiary or
      affiliate and shall not interfere in any way with the right of the Company,
      any
      subsidiary or affiliate to terminate the Grantee's employment at any time,
      subject to the terms of any employment agreement between the Company and the
      Grantee.

    


    Section
      12. Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Florida, except to the extent otherwise governed by Federal
      law.

    


    Section
      13 Right
      to Withhold Amounts Owed to the Company.
      The
      Company shall have the right to condition the vesting of any shares of
      Restricted Stock on the Grantee’s payment of all amounts then due and owing to
      the Company or any subsidiary or affiliate.

     

    IN
      WITNESS WHEREOF, the parties have subscribed their names hereto.

     

    
      
        
          
            
              
                	 	
                         

                      	 “OSRS”
	 	
                      	
                      	
                      	
                      
	 Attest:	 OS
                        RESTAURANT SERVICES, INC.,	 
	 	 	 a Delaware
                        corporation	 
	 	
                         

                      	 	
                         

                      	 
	 By:	 	 By:	
                           
                          

                      	 
	 	
                        JOSEPH
                          J. KADOW, Secretary

                      	
                      	PAUL
                        E. AVERY, Chief Operating Officer	
                      
	 	
                         

                      	 	 	 
	 	
                      	 “COMPANY”	
                      
	 	
                         

                      	 	 	 
	 Attest:	
                        OUTBACK
                          STEAKHOUSE, INC.,

                      	
                      
	 	 	 a Delaware
                        corporation	 
	 	 	 	 	 
	By: 	 	By: 	
                         

                      	 
	 	JOSEPH
                        J. KADOW, Secretary	 	PAUL
                        E. AVERY, Chief Operating Officer	
                      


              

               

            

          

        

      

    

    
      
        
        

      

      
        
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            Form
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              Officer Restricted Stock Agreement 2005b

          

        

        
          

        

      

      
        
        

      

    


    


    DATE
      OF
      GRANT: ______________

    


    


    ACCEPTANCE
      OF AGREEMENT

    


    The
      Grantee hereby:

    


    (a) Acknowledges
      that he has received a copy of the Plan and a copy of the Company’s most recent
      Annual Report and other communications routinely distributed to the Company’s
      shareholders;

    


    (b) Accepts
      this Agreement and the Restricted Stock granted to him/her under this Agreement
      subject to all provisions of the Plan and this Agreement;

    


    (c) Represents
      and warrants to the Company that he is acquiring the Restricted Stock for
      his/her own account, for investment, and not with a view to or any present
      intention of selling or distributing the Restricted Stock either now or at
      any
      specific or determinable future time or period or upon the occurrence or
      nonoccurrence of any predetermined or reasonably foreseeable event;
      and

    


    (d) Agrees
      that no transfer of the Restricted Stock will be made unless the Restricted
      Stock have been duly registered under all applicable Federal and state
      securities laws pursuant to a then effective registration which contemplates
      the
      proposed transfer or unless the Company has received the written opinion of,
      or
      satisfactory to, its legal counsel that the proposed transfer is exempt from
      such registration.

    


    Grantee’s
      Signature:

    


    __________________________________________

                       ___________________

     

    
 

     

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      Form
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        Officer Restricted Stock Agreement 2005b