Exhibit 10.1


 


SEPARATION AGREEMENT
AND RELEASE OF CLAIMS


 


I, Tonya Robinson, understand
that my employment with Texas Roadhouse Management Corp. has ended, effective January 4, 2023. I seek to resolve any issues, conflicts,
or disputes I have with Texas Roadhouse Management Corp. (including its parent and affiliated organizations; its past and present officers,
directors, agents, and employees; and past and present fiduciaries and administrators of its employee benefit plans) (collectively, the
 “Company”). Accordingly, I voluntarily enter into this Separation Agreement and Release of Claims (this “Agreement”)
with the Company.


 


1.      Consideration:
I understand the Company will continue to pay my salary and benefits through January 4, 2023 and, in addition, in consideration for the
promises and commitments made herein, the Company will pay me a separation payment (the “Separation Payment”)
in the amount of $3,500,000 (less any applicable withholdings). I realize that I am not otherwise entitled to the Separation Payment
and am receiving it only because I am entering into this Agreement. I understand that I will not begin receiving the Separation Payment
until after I have executed this Agreement and following completion of a seven (7) day revocation period (listed below) from the date
I sign this Agreement, provided that I do not exercise my right of revocation.


 


I also understand that if
I have met the conditions set forth in this Section 1, the Separation Payment will be payable to me in three (3) installments as follows
(i) $1,500,000 (less applicable withholdings) due and payable on January 31, 2023; (ii) $500,000 (less applicable withholdings)
due and payable on July 31, 2023; and (iii) $1,500,000 (less applicable withholdings) due and payable on January 31, 2024.


 


2.       Release:
I, individually and collectively, for and on behalf of myself, my estate, agents, attorneys, successors, heirs, executors,
administrators and assigns, agree not to file, pursue or prosecute any lawsuit, action, charge or claim, of any nature whatsoever,
against the Company or any of its agents, directors, shareholders, parent, affiliate and/or subsidiary corporations and/or
companies, joint ventures, officers, employees, representatives, attorneys, predecessors and/or successors, or against any other
person or entity of any kind affiliated with the Company (collectively, the “Releasees”), both jointly and
individually, and release all such claims, demands, causes of action, suits, debts, complaints, liabilities, obligations, promises,
agreements, controversies, damages and expenses that are releasable by law (including, without limitation, claims for
attorneys’ fees and costs actually incurred or to be incurred) of any nature or description whatsoever, in law or equity,
whether known or unknown, in connection with or arising out of my employment with the Company, the terms and conditions of
employment with the Company and/or my separation from employment with the Company, whether such claim is known or unknown to me,
accrued or unaccrued, which I ever had, now have or may have had against Releasees since the beginning of time through the date of
execution of this Agreement. This release and waiver of claims includes, but is not limited to, any and all claims arising under
federal, state or local statutes, ordinances, resolutions, regulations or constitutional provisions, each as amended, regulating
employment relationships or prohibiting discrimination in employment, such as, but not limited to, claims arising under: The Age
Discrimination in Employment Act, as amended, 29 U.S.C. § 621, et seq., including the Older Workers’ Benefit Protection
Act; Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e, et seq.; The Americans With Disabilities Act, as
amended, 42 U.S.C. § 12101, et seq.; The Fair Labor Standards Act, as amended, 29 U.S.C. § 201, et seq.; The Family and
Medical Leave Act, as amended, 29 U.S.C. § 2601, et seq.; The Employee Retirement Income Security Act (ERISA), as amended, 29
U.S.C. § 1001, et seq., and any other laws relating to employee benefits including, but not limited to, any retirement, health
or welfare benefit plans; and any state anti-discrimination and anti-retaliation statutes. This release and waiver of claims also
includes, but is not limited to, any and all claims for unpaid benefits or entitlements asserted under any plan, policy, benefits
offering or program (except as otherwise required by law), any and all contract or tort claims, including, without limitation,
claims of wrongful discharge, retaliation for assertion of worker’s compensation rights, assault, battery, intentional
infliction of emotional distress, loss of consortium, negligence, and/or defamation.


 






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Nothing in this Agreement
shall be construed to prevent me from talking to, cooperating in any investigation by, and/or filing a charge with a government agency,
including, but not limited to, the Securities and Exchange Commission, the U.S. Equal Employment Opportunity Commission (the “EEOC”),
or any similar state or local fair employment practices administrative agency. However, by signing this Agreement, I hereby waive the
right to recover from Releasees any relief from any charge or claim pursued or otherwise prosecuted by me, or by persons or entities like
the EEOC acting by or through me, including, without limitation, the right to attorneys’ fees, costs, and any other relief, whether
legal or equitable, sought in such charge, claim, or other proceeding.


 


3.       Deferred
Compensation: Nothing set forth in this Agreement shall be deemed to limit and/or waive any rights, title and/or interests in
any amounts that I may be owed under that certain Third Amended and Restated Deferred Compensation Plan of Management Corp.


 


4.      Acknowledgement
and Disclaimer: I acknowledge that I have not suffered any injury or illness in my work for the Company that would give rise to
a claim under worker’s compensation law. I also acknowledge that I have been fully and properly paid for all of my hours worked
for the Company. I am not owed any wages, bonuses, or other sums pursuant to that certain Employment Agreement dated December 30, 2020
and having an effective date of January 8, 2021 by and between the Company and myself (the “Employment Agreement”).


 


5.       Resignation:
Effective retroactively as of January 4, 2023, I relinquish my position as an officer, director, or manager, as applicable, of any of
Texas Roadhouse, Inc.’s direct or indirect subsidiaries.


 


6.       Incorporation
and Ratification of Ongoing Obligations: I understand that, although my employment has terminated, I remain obligated to
abide by certain obligations as a result of agreements I made with the Company at the beginning of or during my employment, detailed
in the Employment Agreement, and incorporated by reference herein. These ongoing obligations include my agreement not to use or
disclose any of the Company’s trade secrets or confidential or proprietary information, my commitment regarding
non-disparagement, my commitments regarding non-solicitation of employees and non-competition, and my promise to cooperate with the
Company in litigation and/or administrative proceedings related to my former employment with the Company; provided, however, in
connection with any litigation and/or administrative proceeding against the Company, I will be compensated at a reasonable rate
(reasonably approved by the parties) in the event I have to participate for more than four (4) hours in any given proceeding.


 






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I specifically acknowledge
and agree that I remain obligated to these commitments even if I exercise my right of revocation, detailed below. I affirm that I have
returned to the Company all documents and papers (including any and all copies thereof) relating to confidential information and other
property in my possession belonging to the Company.


 


7.       Review
and Revocation: I understand that the Company is providing me a period of at least twenty (21) days in which to decide whether
to sign this Agreement before executing it, although I may choose to sign this Agreement in fewer than twenty-one (21) days.  I also
understand that, by way of this Agreement, Company has advised me to consult with an attorney before signing this Agreement. I understand
that, even if I sign this Agreement, I can change my mind and revoke this Agreement within seven (7) days after I sign it by notifying
Company in writing of my decision to revoke.  I realize that if I do not revoke this Agreement during that seven (7-) day period,
the Agreement will become enforceable, and Company will make the Separation Payment to me as described above.


 


-- Signatures Appear on Following Page --


 






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IN WITNESS WHEREOF, the parties have affixed
their signatures below.


 


	Tonya Robinson	 
	 	 
	By:	/s/ Tonya Robinson	 
	 	Tonya Robinson,	 
	 	an individual resident of Kentucky	 
	 	 
	Date:	1/5/2023 | 6:31 PM EST	 
	 	 
	COMPANY	 
	 	 
	TEXAS ROADHOUSE MANAGEMENT CORP.,	 
	a Kentucky corporation	 
	 	 
	By:	/s/ Jerry Morgan	 
	Name: 	Jerry Morgan	 
	Title: 	President	 
	 	 
	Date:	1/5/2023 | 6:08 PM CST	 




 








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