Exhibit 10-15 Restricted Stock Agreement - Renninger


     

    Exhibit
      10.15


     

    Richard
      Renninger

     

    RESTRICTED
      STOCK AGREEMENT

     

         
      THIS
      RESTRICTED STOCK AGREEMENT
      (the
“Agreement”) is made and entered into by and between OUTBACK STEAKHOUSE, INC., a
      Delaware corporation (the “Company”), and RICHARD
      RENNINGER
      (“Grantee”), effective on the date of commencement of Grantee’s employment with
      the Company, under the following circumstances:

    


    WHEREAS,
      Grantee
      is employed by the Company in the position of Senior
      Vice President of Real Estate and Development 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, the Company desires to enter into this Agreement with Grantee;
      and

    


    WHEREAS,
      the
      Company considers it to be in its 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. 

    


    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 Fifty
      Thousand (50,000) shares of the
      Company’s Common Stock, $0.01 par value (the “Restricted Stock”).

    


    The
      Restricted Stock is subject to the following provisions of this
      Agreement:

    


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

     

    
      
        
          	 	 Vesting Dates	 	
                   Restricted
                    Stock

                	 
	 	 	 	 	 
	 	 On June 13, 2008	 	
                   10,000

                	 
	 	 On June 13, 2010	 	
                   10,000

                	 
	 	 On June 13, 2012	 	
                   15,000

                	 
	 	 On June 13, 2015 (“Final Vesting
                  Date”)	 	
                   15,000

                	 


        

         

      

    

    Section
      3. Purchase
      Price.
      The
      purchase price of the Restricted Stock is Zero and 01/100 Dollars ($0.01) per
      share. Payment shall be made by the Grantee upon execution of this Agreement.
      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 Senior
      Vice President of Real Estate and Development
      or
      higher through the Final Vesting Date, all shares of Restricted Stock not vested
      as of the date Grantee is no longer employed by the Company, in the position
      of
Senior
      Vice President of Real Estate and Development
      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

     

    
      
        
        

      

      
        
          1

          
            Form
              -
              Officer Restricted Stock Agreement 2005a

          

        

        
          

        

      

      
        
        

        Richard
          Renninger

      

    

     

    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.

    


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

    


    Section
      8. Taxes.
      The
      Grantee hereby agrees to pay to the Company any federal, state, or local taxes
      of any kind required by law to be withheld and remitted by the Company with
      respect to the Restricted Stock. The Grantee may satisfy such tax obligation,
      in
      whole or in part, by (i) electing to have the Company withhold a portion of
      the
      Restricted Stock otherwise to be delivered upon vesting of the Restricted Stock
      with a Fair Market Value equal to the amount of such taxes, or (ii) delivering
      to the Company other shares of common stock of the Company with a Fair Market
      Value equal to the amount of such taxes. The election, if any, must be made
      on
      or before the date that the amount of tax to be withheld is determined. If
      the
      Grantee does not make such payment to 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.

    


    Section
      9. Securities
      Law Compliance.

    


    (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
      10. 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
      11. 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
      12 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.

     

    
      
        
        

      

      
        
          2

          
            Form
              -
              Officer Restricted Stock Agreement 2005a

          

        

        
          

        

      

      
        
        

        Richard
          Renninger

      

    

     

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

     

    
      	
            	
            	 “COMPANY”	
            
	 	
               

            	 	 	 
	 Attest:	
              OUTBACK
                STEAKHOUSE, INC.,

            	
            
	 	 	 a Delaware corporation	 
	 	 	 	 	 
	By: 	 /s/
              Joseph J. Kadow	By: 	
               /s/
                Paul E. Avery

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


    

     

    


     

     

    
      
        
        

      

      
        
          3

          
            Form
              -
              Officer Restricted Stock Agreement 2005a

          

        

        
          

        

      

      
        
        

        Richard
          Renninger

      

    

     

    DATE
      OF
      GRANT: June
      13,
      2005.

    


    


    ACCEPTANCE
      OF AGREEMENT

    


    The
      Grantee hereby:

    


    (a) Acknowledges
      that he has received 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 under this Agreement
      subject to all provisions of this Agreement;

    


    (c) Represents
      and warrants to the Company that he is acquiring the Restricted Stock for his
      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:

    


    _/s/
      Richard Renninger__________________

    RICHARD
      RENNINGER

    


     

    
4

    
      Form
        -
        Officer Restricted Stock Agreement 2005a