AMENDMENT TO OSI AMENDED AND RESTATED STOCK PLAN


     

    Exhibit
      10.5


    AMENDMENT
      TO OUTBACK STEAKHOUSE, INC.

     

    AMENDED
      AND RESTATED STOCK PLAN

     

    


     

    WHEREAS,
      in connection with the transactions contemplated by the Agreement and Plan
      of
      Merger among Kangaroo Holdings, Inc., Kangaroo Acquisition, Inc. and Outback
      Steakhouse, Inc. (the “Company”), dated as of November 5, 2006 (the “Merger
      Agreement”), the Board of Directors (the “Board”) and the Compensation Committee
      of the Board of Directors (the “Committee”) have determined as required by the
      Merger Agreement to amend and construe the Outback Steakhouse, Inc. Amended
      and
      Restated Stock Plan (the “Plan”) as permitted by Section 7 of the Plan and
      consistent with the Board’s and the Committee’s authority under Section 2 of the
      Plan. 

     

    NOW
      THEREFORE, the Plan is hereby amended effective immediately with respect to
      all
      awards thereunder, as follows:

     

    The
      following Section 12 is hereby added after Section 11 of the Plan: 

    


    12.
      Effect
      of the Merger.
      (a)
Options.
      Notwithstanding anything to the contrary in the Plan or an award agreement,
      at
      the “Effective Time” (as defined in the Agreement
      and Plan of Merger among Kangaroo Holdings, Inc., Kangaroo Acquisition, Inc.
      and
      the Corporation, dated as of November 5, 2006 (the “Merger
      Agreement”),
      each
      Option granted under the Plan, whether vested or unvested, that is outstanding
      immediately prior to the Effective Time will, as of the Effective Time, become
      fully vested and be converted into the right to receive at the Effective Time
      an
      amount in cash in U.S. dollars equal to the product of (x) the total number
      of
      shares of Common Stock subject to such Option and (y) the excess, if any, of
      the
“Merger Consideration” (as defined in the Merger Agreement) over the per share
      Option price, with the aggregate amount of such payment rounded down to the
      nearest cent, less such amounts as are required to be withheld or deducted
      under
      the Code or any provision of state, local or foreign Tax Law with respect to
      the
      making of such payment. 

    


    (b) Restricted
      Stock.
      Notwithstanding anything to the contrary in the Plan or an award agreement
      (and
      except as may otherwise be agreed to in writing by a Grantee), at the Effective
      Time, each award of Restricted Stock will be converted into an obligation to
      pay
      cash with a value equal to the product of (i) the Merger Consideration and
      (ii)
      the number of shares of Restricted Stock in respect of such award (the “Cash
      Amount”). The Grantee’s right to the Cash Amount will vest in accordance with
      the original scheduled vesting dates applicable to the converted Restricted
      Stock (as set forth in the Restricted Stock award agreement, employment
      agreement or other applicable agreement (the “Applicable Agreement”)), and each
      vested portion of the Cash Amount will be paid to the Grantee, less applicable
      withholdings, on or as soon as practicable following the date on which it vests;
      provided,
      however,
      that
      the Cash Amount will vest and be paid to the Grantee (or the Grantee’s estate or
      beneficiary, as applicable), less applicable withholdings, upon the Grantee’s
      death, “disability” (as defined in the Applicable Agreement or, if there is not
      a definition of disability in any Applicable Agreement, as
      defined in Section 22(e)(3) of the Code)
      or
      termination by the Corporation other than for “cause” (as defined in the
      Applicable Agreement or, if there is not a definition of cause in any Applicable
      Agreement, consistent
      with the principles set forth in Section I.C. of the Managing Partner Program
      Memo dated March 1, 2006). At the Effective Time, the Corporation will establish
      a separate account for each Grantee’s Cash Amount, with the amounts credited to
      such account to be credited with the allocable portion of the earnings on the
      assets of the trust described in the following sentence.
      Prior
      to
      the Effective Time, the Corporation will establish an irrevocable grantor trust
      (subject to the claims of the Corporation’s and its subsidiaries’ creditors, and
      subject to the Corporation’s and its subsidiaries right to the reversion of any
      assets held in the trust with respect to forfeited accounts) to provide for
      the
      payment of the Cash Amounts and, on the Effective Time, the Corporation will
      deposit cash in an amount equal to the aggregate Cash Amounts in respect of
      all
      Restricted Stock, with the trust assets to be invested at
      the
      option of the applicable Grantee
      in a
      money market fund or S&P 500 index fund selected by an independent
      trustee.
      The
      Corporation and its affiliates will remain responsible for the payment of any
      Cash Amounts payable to a Grantee that are not paid from the trust. The
      provisions of this Section 12(b) may not be amended following the Effective
      Time
      in a manner that is adverse to Grantees without their prior written
      consent.

     

    Except
      as
      expressly modified hereby, the terms and provisions of the Plan shall remain
      in
      full force and effect. In the event the Merger Agreement is terminated in
      accordance with its terms, this Amendment shall be void ab
      initio
      and of
      no force and effect.