exhibit10-2.htm


    Exhibit
10.2

    


    AMENDMENT

    TO

    AMENDED
AND RESTATED EMPLOYMENT AGREEMENT

    


    This
Amendment is made and entered into this 12th day of June, 2009 by and between
JOSEPH J. KADOW (the "Executive") and OSI RESTAURANT PARTNERS, LLC (the
"Company").

    


    RECITALS

    


    
    

    
      	1.	The
      Executive and the Company entered into that certain Amended and Restated
      Employment
      Agreement dated June 14, 2007 (the
"Agreement").
	
              2.

            	
              The
      Executive and the Company entered into an amendment to the Agreement
      effective as of January 1, 2009.

            


    

    
      	
              3.

            	
              The
      Executive and the Company desire to further amend the Agreement
      as provided herein.

            


    

    


    NOW
THEREFORE, in consideration of the foregoing recitals, and of the premises,
covenants, terms and conditions contained herein, the parties hereto agree as
follows:

    


    
      	
              A.

            	
              Section
      8 of the Agreement is amended by deleting clause (c) thereof in its
      entirety and substituting in its place the
  following:

            


    

    


    "(c) The
existence of Cause. For purposes of this Agreement, "Cause" means any of
the following: the Executive's (i) conviction or a plea of guilty or nolo contendere with respect to
commission of a felony under federal law or under the law of the state in which
such action occurred, or (ii) the willful engaging in illegal misconduct or
gross misconduct that is materially and demonstrably injurious to the
Company."

    


    
      	
              B.

            	
              Section
      34 of the Agreement is amended by adding the following at the end
      of such Section:

            


    

    


    "I£ as of
the date of the 'separation from service,' Executive is a 'specified employee'
(within the meaning of that term under Section 409A(a)(2)(B) of the Code, or any
successor provision thereto), then with regard to any payment or the provision
of any benefit that is subject to this section (whether under this Agreement, or
pursuant to any other agreement with or plan, program, payroll practice of the
Company) and is due upon or as a result of Executive's separation from service,
such payment or benefit shall not be made or provided, to the extent making or
providing such payment or benefit would result in additional taxes or interest
under Section 409A of the Code, until the date which is the earlier of (A) the
expiration of the six (6)-month

     

    
      
        
        

      

      
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    period
measured from the date of such 'separation from service,' and (B) the date of
Executive's death (the 'Delay Period') and this Agreement and each such
agreement, plan, program, or payroll practice shall hereby be deemed amended
accordingly. Upon the expiration of the Delay Period, all payments and benefits
delayed pursuant to this section (whether they would have otherwise been payable
in a single sum or in installments in the absence of such delay) shall be paid
or reimbursed to Executive in a lump sum with interest at the prime rate as
published in the Wall Street Journal on the first business day of the Delay
Period (provided that any payment measured by a change in value that continues
during the Delay Period shall not be credited with interest for the Delay
Period), and any remaining payments and benefits due under this Agreement shall
be paid or provided in accordance with the normal payment dates specified for
them herein."

    


    In
Witness Whereof, the undersigned have executed this Amendment as of the date
first above written.

    


    


    “EXECUTIVE”                                                                           "THE
COMPANY"

    


          OSI RESTAURANT PARTNERS,
LLC

    


    /s/ Joseph J.
Kadow                                                                            
By: /s/ A.
William Allen, III______________

    Joseph J.
Kadow

           Name: A. William Allen,
III

    


           Title: Chief Executive
Officer

     

     

    
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