Exhibit 10.1 Shlemon Employment Agreement November 2006


    
      Exhibit
        10.1

      Steven
        T. Shlemon

      CARRABBA'S
        ITALIAN GRILL, INC.

      Officer
        Employment Agreement

      


      THIS
        EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective
April
        27,
        2000,
        by and
        among STEVEN
        T.
        SHLEMON (hereinafter
        referred to as “Employee”),
        and CARRABBA'S
        ITALIAN GRILL, INC.,
        a
Florida corporation
        having
        its principal office at 2202 N. West Shore Boulevard, 5th
        Floor,
        Tampa, Florida 33607 (hereinafter
        referred to as the
        “Employer”).

      


      W
        I T N E
        S S E T H:

      


      This
        Agreement is made and entered into under the following
        circumstances:

      


      A.    WHEREAS,
        the Employer is an affiliate of OSI Restaurant Partners, Inc. (“OSI”);
        and

      


      B.  WHEREAS,
        the Employer is engaged in the business of owning and operating restaurants
        known as “Carrabba's
        Italian Grill®”
        utilizing a restaurant operating system and trademarks owned by or licensed
        to
        the Employer; and

      


      C.  WHEREAS,
        the Employer desires, on the terms and conditions stated herein, to employ
        Employee as President
        of the
        Employer; and

      


      D.  WHEREAS,
        the Employee desires, on the terms and conditions stated herein, to be employed
        by the Employer as President.

      


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

      


      1.  Employment
        and Term.
        Subject
        to earlier termination as provided for in Section
        8
        hereof,
        the Employer hereby employs the Employee, and the Employee hereby accepts
        employment with the Employer as President
        of the
        Employer for a term commencing on April
        27,
        2000
        and
        expiring April
        27,
        2007
        (“Term
        of Employment”).
        Such
        Term of Employment shall be automatically renewed for successive renewal
        terms
        of one (1) year each unless either party elects not to renew by giving written
        notice to the other party not less than sixty (60) days prior to the start
        of
        any renewal term.

      


      2.  Representations
        and Warranties.
        The
        Employee hereby represents and warrants to the Employer that the Employee
        (i) is
        not subject to any written nonsolicitation
        or noncompetition agreement affecting the Employee’s employment with the
        Employer (other than any prior agreement with the Employer, OSI or either
        of
        their affiliates), (ii) is not subject to any written confidentiality or
        nonuse/nondisclosure agreement affecting the Employee’s employment with the
        Employer (other than any prior agreement with the Employer, OSI or either
        of
        their affiliates), and (iii) has brought to the Employer no trade secrets,
        confidential business information, documents, or other personal property
        of a
        prior employer.

      


      3.  Duties.
        As
President
        of the
        Employer, the Employee shall: 

      


      (a)  have
        such
        management, supervisory and operational functions as are customary to such
        position, and such other powers, functions and duties may be assigned to
        the
        Employee by the Board of Directors of the Employer or the Chief Executive
        Officer or Chief Operating Officer of the Employer; and

      (b)  diligently,
        competently, and faithfully perform all of the duties and functions hereunder;
        and

      (c)  not
        create a situation that results in termination for Cause (as that term is
        defined in Section
        8
        hereof);
        and

       

      
        
          Carrabba's
            Italian Grill, Inc.

          President
            EA with renewal and allowance 2006a

          
          

        

        
          1

          
            

          

        

        
          
          

          Steven
            T. Shlemon

        

      

       

      (d)  devote
        one hundred percent (100%) of the Employee’s full business time, attention,
        energies and effort to the business affairs of the Employer; and

      (e)  conduct
        all of his activities in a manner so as to maintain and promote the business
        and
        reputation of the Employer.

      


      The
        Employee shall not, during the term of this Agreement, engage in any other
        business activity; provided,
        however,
        that the
        Employee shall be permitted to invest the Employee’s personal assets and manage
        the Employee’s personal investment portfolio in such a form and manner as will
        not require any business services on Employee’s part to any third party
or
        conflict with the provisions of Section
        9,
        Section
        10 or
        Section 14
        hereof,
        or conflict with any published policy of the Employer or its affiliates,
        including but not limited to the insider trading policy of the Employer or
        its
        affiliates.

      


      The
        Employee shall be responsible for directly reporting to the Chief Executive
        Officer or Chief Operating Officer of the Employer on all matters for which
        the
        Employee is responsible.

      


      Notwithstanding
        anything to the contrary herein, the parties acknowledge and agree that the
        Employee shall, during the term of this Agreement and at the request of the
        Employer, also serve as an officer of any subsidiary or affiliate of the
        Employer or OSI, as the Employer shall request. In such capacity, Employee
        shall
        be responsible generally for all aspects of such office. All terms, conditions,
        rights and obligations of this Agreement shall be applicable to Employee
        while
        serving in such office as though Employee and such subsidiary or affiliate
        of
        the Employer or OSI had separately entered into this Agreement, except that
        the
        Employee shall not be entitled to any compensation, vacation, fringe benefits,
        automobile allowance or other remuneration of any kind whatsoever from such
        subsidiary or affiliate of the Employer or OSI.

      


      4.  Compensation.
        During
        the Term of Employment, the Employee shall be entitled to an annual base
        salary
        equal to at least the annual salary of Employee on the effective date hereof,
        payable in equal biweekly installments by the Employer, to be reviewed annually
        by the Employer.

      


      5.  Vacation.
        Employee
        shall be entitled to three
        (3)
        weeks
        paid vacation (selected by Employee, but subject to the reasonable business
        requirements of the Employer as determined by the Chief Executive Officer
        of the
        Employer) during each full year during the Term of Employment. Vacation
        granted but not used in any year shall be forfeited at the end of such one-year
        period and may not be carried over to any subsequent year.

      


      6.  Fringe
        Benefits.
        In
        addition to any other rights the Employee may have hereunder, the Employee
        shall
        also be entitled to receive those fringe benefits, including, but not limited
        to, complimentary food, life insurance, medical benefits, etc.,
        if any,
        as may be provided by the Employer to similar employees of the Employer.
        

      


      7.  Automobile
        Allowance; Expenses.

      


      (a) During
        the Term of Employment, the Employer shall pay to Employee a monthly automobile
        allowance in the amount of FOUR
        HUNDRED AND 00/100
        DOLLARS
($400.00).
        Such
        automobile allowance shall be in lieu of reimbursement by the Employer of
        the
        costs to Employee of purchasing and maintaining an automobile, and all
        operational expenses, including, without limitation, mileage, repairs,
        insurance, etc., in connection therewith; provided, however, that the Employer
        shall reimburse Employee for the cost of gasoline used in conducting the
        Employer’s business. Employee shall, at all times during the Term of Employment,
        maintain an automobile for use in connection with the performance of Employee’s
        duties and shall maintain in full force and effect, at all times, with the
        Employer as additional loss payees, at least
        TWO
        HUNDRED FIFTY THOUSAND AND 00/100
        DOLLARS
        ($250,000.00)
        in
        property damage and FIVE
        HUNDRED THOUSAND AND 00/100
        DOLLARS
        ($500,000.00)
        in
        personal liability automobile insurance, with an additional ONE

       

      
        
          Carrabba's
            Italian Grill, Inc.

          President
            EA with renewal and allowance 2006a

          
          

        

        
          2

          
            

          

        

        
          
          

          Steven
            T. Shlemon

        

      

       

      MILLION
        DOLLARS
        ($1,000,000.00)
        personal liability umbrella.
        Such
        insurance shall be written with an insurance carrier reasonably acceptable
        to
        the Employer and shall provide that such insurance cannot be changed, cancelled
        or permitted to expire without at least ten (10) days prior written notice
        to
        the Employer.

      


      (b) Subject
        to approval by the Chief Financial Officer of the Employer and compliance
        with
        the Employer’s policies, the Employee may incur reasonable expenses on behalf of
        and in furtherance of the business of the Employer. Upon approval of such
        expenses by the Chief Financial Officer, the Employer shall promptly reimburse
        the Employee for all such expenses upon presentation by the Employee, from
        time
        to time, of appropriate receipts or vouchers for such expenses that are
        sufficient in form and substance to satisfy all federal tax requirements
        for the
        deductibility of such expenses by the Employer.

      


      8. Termination.
        Notwithstanding
        the provisions of Section
        1
        hereof,
        the Term of Employment shall terminate prior to the end of the period of
        time
        specified in Section
        1,
        immediately upon:

      


      (a)  The
        death
        of the Employee; or

      


      (b)  The
        Employee’s Disability during the Term of Employment. For purposes of this
        Agreement, the term “Disability” shall mean the inability of the Employee,
        arising out of any medically determinable physical or mental impairment,
        to
        perform the services required of the Employee hereunder for a period of ninety
        (90) consecutive days; or

      


      (c)  The
        existence of Cause. For purposes of this Agreement, the term “Cause” shall be
        defined as:

      


          (i) Any
        dishonesty by the Employee in the Employee’s dealings with the Employer, the
        commission of fraud by the Employee, negligence in the performance of the
        duties
        of the Employee, insubordination, willful misconduct, or the conviction (or
        plea
        of guilty or nolo contendere) of the Employee of any felony, or any other
        crime
        involving dishonesty or moral turpitude; or

      


          (ii) Any
        violation of any covenant or restriction contained in Section
        9, Section 10, Section 12 or
        Section 14
        hereof;
        or

      


          (iii) Any
        violation of any material published policy of the Employer or its affiliates
        (material published policies include, but are not limited to, the Employer’s
        discrimination and harassment policy, management duty policy, responsible
        alcohol policy and insider trading policy);

      


      or

      


      (d)  At
        the
        election of the Employer, upon the sale of a majority ownership interest
        in the
        Employer or substantially all of the assets of the Employer; or

      


      (e)  At
        the
        election of the Employer, upon the determination by the Employer to cease
        the
        Employer’s business operations; or

      


      (f)  At
        the
        election of the Employer in its sole discretion, for any reason or no reason.
        In
        the event of termination of this Agreement pursuant to this Section
        8(f),
        the
        Employee shall be entitled to receive as full and complete severance
        compensation, the base salary provided for herein for a period of

       

      
        
          Carrabba's
            Italian Grill, Inc.

          President
            EA with renewal and allowance 2006a

          
          

        

        
          3

          
            

          

        

        
          
          

          Steven
            T. Shlemon

        

      

       

      one
        (1)
        year from the effective date of such termination (the “Severance”). Severance
        shall be payable in bi-weekly installments. The Employee acknowledges and
        agrees
        that in the event of termination of this Agreement pursuant to this Section
        8(f) the
        Severance provided in this Section
        8(f)
        shall be
        the only obligation that the Employer, OSI or any of their affiliates shall
        have
        to the Employee. Employee acknowledges that in the event of termination of
        Employee’s employment as President of the Employer, whether pursuant to this
Section
        8(f)
        or
        otherwise, any Long Term Incentive Agreement (“LTIA”) with the Employer or any
        of its affiliates shall terminate immediately and the Employee shall not
        be
        entitled to any further payments under such LTIA.

      


      For
        all
        purposes of this Agreement, termination for Cause shall be deemed to have
        occurred in the event of the Employee’s resignation when, because of existing
        facts and circumstances, subsequent termination for Cause can be reasonably
        foreseen.

      


      Except
        as
        otherwise provided in Section
        8(f),
        in the
        event of termination of this Agreement pursuant to this Section
        8,
        the
        Employee or the Employee’s estate, as appropriate, shall be entitled to receive
        (in addition to any fringe benefits payable upon death in the case of the
        Employee’s death) the base salary provided for herein up to and including the
        effective date of termination, prorated on a daily basis. 

      


      The
        Employee acknowledges and agrees that in the event of termination of Employee’s
        employment as President of the Employer, with or without Cause, any LTIA
        between
        the Employee and the Employer or any of its affiliates shall terminate
        immediately and the Employee shall not be entitled to any further payments
        under
        such LTIA.

      


      9. Noncompetition.
        

      


      (a)  During
        Term.
        During
        the Employee’s employment with the Employer, the Employee shall not,
        individually or jointly with others, directly or indirectly, whether for
        the
        Employee’s own account or for that of any other person or entity, engage in or
        own or hold any ownership interest in any person or entity engaged in a
        restaurant business, and the Employee shall not act as an officer, director,
        employee, partner, independent contractor, consultant, principal, agent,
        proprietor, or in any other capacity for, nor lend any assistance (financial
        or
        otherwise) or cooperation to any such person or entity. 

      


      (b)  Post
        Term.
        For a
        continuous period of two (2) years commencing on termination of the Employee’s
        employment with the Employer, regardless of any termination pursuant to
Section
        8
        or any
        voluntary termination or resignation by the Employee, the Employee shall
        not,
        individually or jointly with others, directly or indirectly, whether for
        the
        Employee’s own account or for that of any other person or entity, engage in or
        own or hold any ownership interest in, have any interest in or lend any
        assistance to, any Italian restaurant or any person or entity engaged in
        a
        business owning, operating, franchising or controlling an Italian restaurant
        business, and that is located or intended to be located anywhere within a
        radius
        of thirty (30) miles of any Carrabba’s® restaurant owned or operated by the
        Employer, the Company or their affiliates or any proposed Carrabba’s® restaurant
        to be owned or operated by any of the foregoing, and the Employee shall not
        act
        as an officer, director, employee, partner, independent contractor, consultant,
        principal, agent, proprietor, chef, or in any other capacity for, nor lend
        any
        assistance (financial or otherwise) or cooperation to, any such person, or
        entity. For purposes of this Section
        9(b),
        Carrabba’s® restaurants owned or operated by the Company shall include
        Carrabba’s® restaurants operated or owned by an affiliate of the Company, any
        successor entity to the Company, and any entity in which the Company has
        an
        interest, including but not limited to, an interest as a franchisor. The
        term
“proposed Carrabba’s® restaurant” shall include all locations for which the
        Company, its franchisees or affiliates is conducting active, bona fide
        negotiations to secure a fee or leasehold interest with the intention of
        establishing one or more Carrabba’s® restaurants thereon. For purposes of
        this
        Section 9(b),
        the
        term “Italian” shall mean any restaurant for which: (i) the word “Italian” or
        any item of

       

      
        
          Carrabba's
            Italian Grill, Inc.

          President
            EA with renewal and allowance 2006a

          
          

        

        
          4

          
            

          

        

        
          
          

          Steven
            T. Shlemon

        

      

       

      Italian
        cuisine or any word that connotes Italian cuisine is used in its name; or
        (ii)
        the sale of Italian cuisine is regularly featured in its advertising or
        marketing efforts, or (iii) the sale of Italian cuisine constitutes thirty
        percent (30%) or more of its entrée sales, computed on a dollar
        basis.

      


      (c)  Limitation.
        Notwithstanding subsections
        (a)
        and
(b),
        it
        shall not be a violation of this Section
        9
        for
        Employee to own a one percent (1%) or smaller interest in any corporation
        required to file periodic reports with the Securities and Exchange Commission
        pursuant to the Securities Exchange Act of 1934, as amended, or successor
        statute. 

      


      10. Nondisclosure;
        Nonsolicitation; Nonpiracy.
        Except
        in
        the performance of Employee’s duties hereunder, at no time during the Term of
        Employment, or at any time thereafter, shall Employee, individually or jointly
        with others, for the benefit of Employee or any third party, publish, disclose,
        use, or authorize anyone else to publish, disclose, or use, any secret or
        confidential material or information relating to any aspect of the business
        or
        operations of the Employer, OSI or their affiliates, including, without
        limitation, any secret or confidential information relating to the business,
        customers, trade or industrial practices, trade secrets, technology, recipes
        or
        know-how of any of the Employer, OSI or their affiliates. Moreover, during
        the
        Employee’s employment with the Employer and for two (2) years thereafter,
        Employee shall not offer employment to any employee of the Employer, OSI,
        their
        franchisees or affiliates, or otherwise solicit or induce any employee of
        the
        Employer, OSI, their franchisees or affiliates to terminate their employment,
        nor shall Employee act as an officer, director, employee, partner, independent
        contractor, consultant, principal, agent, proprietor, owner or part owner,
        or in
        any other capacity, for any person or entity that solicits or otherwise induces
        any employee of the Employer, OSI, their franchisees or affiliates to terminate
        their employment.

      


      11. Employer
        Property: Employee Duty to Return.
        All
        Employer products, recipes, product specifications, training materials, employee
        selection and testing materials, marketing and advertising materials, special
        event, charitable and community activity materials, customer correspondence,
        internal memoranda, products and designs, sales information, project files,
        price lists, customer and vendor lists, prospectus reports, customer or vendor
        information, sales literature, territory printouts, call books, notebooks,
        textbooks, and all other like information or products, including all copies,
        duplications, replications, and derivatives of such information or products,
        now
        in the possession of Employee or acquired by Employee while in the employ
        of the
        Employer, shall be the exclusive property of the Employer and shall be returned
        to the Employer no later than the date of Employee’s last day of work with the
        Employer.

      


      12. Inventions,
        Ideas, Processes, and Designs.
        All
        inventions, ideas, recipes, processes, programs, software, and designs
        (including all improvements) (i) conceived or made by Employee during the
        course
        of Employee’s employment with the Employer (whether or not actually conceived
        during regular business hours) and for a period of six (6) months subsequent
        to
        the termination or expiration of such employment and (ii) related to the
        business of the Employer, shall be disclosed in writing promptly to the Employer
        and shall be the sole and exclusive property of the Employer. An invention,
        idea, recipe, process, program, software or design (including an improvement)
        shall be deemed “related to the business of the Employer” if (a) it was made
        with equipment, supplies, facilities, or confidential information of the
        Employer, (b) results from work performed by Employee for the Employer, or
        (c)
        pertains to the current business or demonstrably anticipated research or
        development work of the Employer. Employee shall cooperate with the Employer
        and
        their attorneys in the preparation of patent and copyright applications for
        such
        developments and, upon request, shall promptly assign all such inventions,
        ideas, recipes, processes, and designs to the Employer. The decision to file
        for
        patent or copyright protection or to maintain such development as a trade
        secret
        shall be in the sole discretion of the Employer, and Employee shall be bound
        by
        such decision. Employee shall provide, on the back of this Employment Agreement,
        a complete list of all inventions, ideas, recipes, processes, and designs
        if
        any, patented or unpatented, copyrighted or non-copyrighted, including a
        brief
        description, that the Employee made or conceived prior to Employee’s employment
        with the Employer and that therefore are excluded from the scope of this
        Agreement.

       

      
        
          Carrabba's
            Italian Grill, Inc.

          President
            EA with renewal and allowance 2006a

          
          

        

        
          5

          
            

          

        

        
          
          

          Steven
            T. Shlemon

        

      

       

      13. Employer’s
        Promise to Give Employee Trade Secrets and Training.
        In
        return for Employee’s agreement not to use or disclose Employer’s trade secrets,
        training, systems and confidential proprietary business methods, Employer
        unconditionally promises to give Employee within ninety (90) days of the
        signing
        of this contract trade secrets, specialized training and other confidential
        proprietary business methods.

      


      Specifically,
        Employer unconditionally promises to give Employee one-on-one training from
        executives, trainers and senior employees of Employer or its affiliates.
        Further, the training will include training and information concerning
        procedures and confidential proprietary methods Employer uses to obtain and
        retain business from their customer base, operations in Employer’s home office,
        marketing and sales techniques, and information regarding the confidential
        information listed in Section
        12(b)
        of this
        Agreement. Further, after the ninety (90) days, as Employer develops (during
        Employee’s employment with Employer) additional trade secrets, employee surveys
        and analyses, financial data and other confidential proprietary business
        methods
        and overall marketing plans and strategies, Employer promises to continue
        to
        provide, on a periodic basis, said confidential information and additional
        training and analysis from their executives, trainers and/or senior employees
        to
        Employee for so long as Employee is employed by Employer as President.

      


      14. Employee’s
        Promise Not to Disclose Trade Secrets and Confidential
        Information.
        Employee
        understands and agrees that Employer will provide unique and specialized
        training and confidential information concerning Employer’s business operations,
        including, but not limited to, recipes, product specifications, restaurant
        operating techniques and procedures, marketing techniques and procedures,
        financial data, processes, vendors and other information that was developed
        and
        maintained at considerable effort and expense to Employer, for the Employer’s
        sole and exclusive use, and which if used by the Employer’s competitors would
        give them an unfair business advantage. Employee believes the unconditional
        promise to provide said information is sufficient consideration for Employee’s
        promise to adhere to the restrictive covenants of Section
        9, Section 10,
        Section
        12
        and
Section
        14
        of this
        Agreement. 

      


      15. Restrictive
        Covenants: Consideration; Non-Estoppel; Independent Agreements; and
        Non-Executory Agreements.
        The
        restrictive covenants of
        Section 9, Section 10, Section 12 and
        Section 14 of
        this
        Agreement are given and made by Employee to induce the Employer to employ
        the
        Employee and to enter into this Agreement with the Employee, and Employee
        hereby
        acknowledges that employment with the Employer is sufficient consideration
        for
        these restrictive covenants.

      


      The
        restrictive covenants of Section
        9, Section 10, Section 12 and
        Section 14 of
        this
        Agreement shall be construed as agreements independent of any other provision
        in
        this Agreement, and the existence of any claim or cause of action of Employee
        against the Employer, whether predicated upon this Agreement or otherwise,
        shall
        not constitute a defense to the enforcement of any restrictive covenant.
        The
        Employer have fully performed all obligations entitling them to the restrictive
        covenants of Section
        9, Section 10, Section 12 and
        Section 14 of
        this
        Agreement, and those restrictive covenants therefore are not executory or
        otherwise subject to rejection under the Bankruptcy Code.

      


      The
        refusal or failure of the Employer to enforce any restrictive covenant of
        Section
        9, Section 10, Section 12 or
        Section 14 of
        this
        Agreement (or any similar agreement) against any other employee, agent, or
        independent contractor, for any reason, shall not constitute a defense to
        the
        enforcement by the Employer of any such restrictive covenant, nor shall it
        give
        rise to any claim or cause of action by Employee against the
        Employer.

      


      16. Reasonableness
        of Restrictions; Reformation; Enforcement.
        The
        parties hereto recognize and acknowledge that the geographical and time
        limitations contained in Section
        9, Section 10, Section 12 and
        Section 14
        hereof
        are reasonable and properly required for the adequate protection of the
        Employer’s interests. Employee acknowledges that the Employer is the owner or
        the licensee of the Carrabba's
        Italian Grill®
        trademarks, and the owner or the licensee of the Carrabba's
        Italian Grill®
        restaurant operating system and will provide to Employee training in and
        confidential information concerning the Carrabba's
        Italian Grill®
        restaurant

       

      
        
          Carrabba's
            Italian Grill, Inc.

          President
            EA with renewal and allowance 2006a

          
          

        

        
          6

          
            

          

        

        
          
          

          Steven
            T. Shlemon

        

      

       

      operating
        system in reliance on the covenants contained in Section
        9, Section 10, Section 12 and
        Section 14
        hereof.
        It is agreed by the parties hereto that if any portion of the restrictions
        contained in Section
        9, Section 10, Section 12 or
        Section 14
        are held
        to be unreasonable, arbitrary, or against public policy, then the restrictions
        shall be considered divisible, both as to the time and to the geographical
        area,
        with each month of the specified period being deemed a separate period of
        time
        and each radius mile of the restricted territory being deemed a separate
        geographical area, so that the lesser period of time or geographical area
        shall
        remain effective so long as the same is not unreasonable, arbitrary, or against
        public policy. The parties hereto agree that in the event any court of competent
        jurisdiction determines the specified period or the specified geographical
        area
        of the restricted territory to be unreasonable, arbitrary, or against public
        policy, a lesser time period or geographical area that is determined to be
        reasonable, nonarbitrary, and not against public policy may be enforced against
        Employee. If Employee shall violate any of the covenants contained herein
        and if
        any court action is instituted by the Employer to prevent or enjoin such
        violation, then the period of time during which the Employee’s business
        activities shall be restricted, as provided in this Agreement, shall be
        lengthened by a period of time equal to the period between the date of the
        Employee’s breach of the terms or covenants contained in this Agreement and the
        date on which the decree of the court disposing of the issues upon the merits
        shall become final and not subject to further appeal.

      


      In
        the
        event it is necessary for the Employer to initiate legal proceedings to enforce,
        interpret or construe any of the covenants contained in Section
        9, Section 10, Section 12 or
        Section 14
        hereof,
        the prevailing party in such proceedings shall be entitled to receive from
        the
        non-prevailing party, in addition to all other remedies, all costs, including
        reasonable attorneys’ fees, of such proceedings including appellate
        proceedings.

      


      17. Specific
        Performance.
        Employee
        agrees that a breach of any of the covenants contained in Section
        9, Section 10, Section 12 or
        Section 14 hereof
        will cause irreparable injury to the Employer for which the remedy at law
        will
        be inadequate and would be difficult to ascertain and therefore, in the event
        of
        the breach or threatened breach of any such covenants, the Employer shall
        be
        entitled, in addition to any other rights and remedies they may have at law
        or
        in equity, to obtain an injunction to restrain Employee from any threatened
        or
        actual activities in violation of any such covenants. Employee hereby consents
        and agrees that temporary and permanent injunctive relief may be granted
        in any
        proceedings that might be brought to enforce any such covenants without the
        necessity of proof of actual damages, and in the event the Employer does
        apply
        for such an injunction, Employee shall not raise as a defense thereto that
        the
        Employer has an adequate remedy at law.

      


      18. Assignability.
        This
        Agreement and the rights and duties created hereunder, shall not be assignable
        or delegable by Employee. The Employer shall have the right, without Employee’s
        knowledge or consent, to assign this Agreement, in whole or in part and any
        or
        all of the rights and duties hereunder, including but not limited to the
        restrictive covenants of Section
        9, Section 10, Section 11, Section 12 and
        Section
        14
        hereof
        to any person, including but not limited to any affiliate of the Employer,
        or
        any successor to the Employer’s interest in the Carrabba's
        Italian Grill®
        restaurants, and Employee shall be bound by such assignment. Any assignee
        or
        successor may enforce any restrictive covenant of this Agreement.

      


      19. Effect
        of Termination.
        The
        termination of this Agreement, for whatever reason or no reason, or the
        expiration of this Agreement shall not extinguish those obligations of Employee
        specified in Section
        9,
        Section
        10,
        Section
        11, Section 12
        and
Section
        14
        hereof.
        The restrictive covenants of Section
        9, Section 10, Section 11, Section 12 and
        Section 14 shall
        survive the termination or expiration of this Agreement. The termination
        or
        expiration of this Agreement shall extinguish the right of any party to bring
        an
        action, either in law or in equity, for breach of this Agreement by any other
        party.

      


      20. Captions;
        Terms.
        The
        captions of this Agreement are for convenience only, and shall not be construed
        to limit, define, or modify the substantive terms hereof.

      


      21. Acknowledgments.
        Employee hereby acknowledges that the Employee has been provided with a copy
        of
        this Agreement for review prior to signing it, that the Employee has been
        given
        the opportunity to have this

       

      
        
          Carrabba's
            Italian Grill, Inc.

          President
            EA with renewal and allowance 2006a

          
          

        

        
          7

          
            

          

        

        
          
          

          Steven
            T. Shlemon

        

      

       

      Agreement
        reviewed by Employee’s attorney prior to signing it, that the Employee
        understands the purposes and effects of this Agreement, and that the Employee
        has been given a signed copy of this Agreement for Employee’s own
        records.

      


      22. Notices.
        All
        notices or other communications provided for herein to be given or sent to
        a
        party by the other party shall be deemed validly given or sent if in writing
        and
        mailed, postage prepaid, by certified United States mail, return receipt
        requested, addressed to the parties at their addresses hereinabove set forth
        or
        at their last known address. Any party may give notice to the other party
        at any
        time, by the method specified above, of a change in the address at which,
        or the
        person to whom, notice is to be addressed.

      


      23. Severability.
        Each
        section, subsection, and lesser Section of this Agreement constitutes a separate
        and distinct undertaking, covenant, or provision hereof. In the event that
        any
        provision of this Agreement shall be determined to be invalid or unenforceable,
        such provision shall be deemed limited by construction in scope and effect
        to
        the minimum extent necessary to render the same valid and enforceable, and,
        in
        the event such a limiting construction is impossible, such invalid or
        unenforceable provision shall be deemed severed from this Agreement, but
        every
        other provision of this Agreement shall remain in full force and
        effect.

      


      24. Waiver.
        The
        failure of a party to enforce any term, provision, or condition of this
        Agreement at any time or times shall not be deemed a waiver of that term,
        provision, or condition for the future, nor shall any specific waiver of
        a term,
        provision, or condition at one time be deemed a waiver of such term, provision,
        or condition for any future time or times.

      


      25. Parties.
        This
        Agreement shall be binding upon, and shall inure to the benefit of, the parties
        hereto and their legal representatives, and proper successors or assigns,
        as the
        case may be.

      


      26. Governing
        Law.
        The
        validity, interpretation, and performance of this Agreement shall be governed
        by
        the laws of the State of Florida without giving effect to the principles
        of
        comity or conflicts of laws thereof.

      


      27. Consent
        to Personal Jurisdiction and Venue.
        Employee
        hereby consents to personal jurisdiction and venue, for any action brought
        by
        the Employer arising out of a breach or threatened breach of this Agreement
        or
        out of the relationship established by this Agreement, exclusively in the
        United
        States District Court for the Middle District of Florida, Tampa Division,
        or in
        the Circuit Court in and for Hillsborough County, Florida; Employee hereby
        agrees that any action brought by Employee, alone or in combination with
        others,
        against the Employer, whether arising out of this Agreement or otherwise,
        shall
        be brought exclusively in the United States District Court for the Middle
        District of Florida, Tampa Division, or in the Circuit Court in and for
        Hillsborough County, Florida. 

      


      28. Affiliate.
        Whenever
        used in this Agreement, the term “affiliate” shall mean, with respect to any
        entity, all persons or entities (i) controlled by the entity, (ii) that control
        the entity, or (iii) that are under common control with the entity.

      


      29. Cooperation.
        Employee shall cooperate fully with all reasonable requests for information
        and
        participation by the Employer, its agents, or its attorneys, in prosecuting
        or
        defending claims, suits, and disputes brought on behalf of or against one
        or
        both of them and in which Employee is involved or about which Employee has
        knowledge.

      


      30. Amendments.
        No
        change, modification, or termination of any of the terms, provisions, or
        conditions of this Agreement shall be effective unless made in writing and
        signed or initialed by all signatories to this Agreement.

       

      
        
          Carrabba's
            Italian Grill, Inc.

          President
            EA with renewal and allowance 2006a

          
          

        

        
          8

          
            

          

        

        
          
          

          Steven
            T. Shlemon

        

      

       

      31. WAIVER
        OF JURY TRIAL.
        ALL
        PARTIES TO THIS AGREEMENT KNOW AND UNDERSTAND THAT THEY HAVE A CONSTITUTIONAL
        RIGHT TO A JURY TRIAL. THE PARTIES ACKNOWLEDGE THAT ANY DISPUTE OR CONTROVERSY
        THAT MAY ARISE OUT OF THIS AGREEMENT WILL INVOLVE COMPLICATED AND DIFFICULT
        FACTUAL AND LEGAL ISSUES.

      


      THE
        PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING
        OUT OF
        OR RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER
        NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT
        OR
        OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH
        WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR
        AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY
        PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE
        CONTEMPLATED TRANSACTIONS SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT
        JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

      


      THE
        PARTIES INTEND THIS WAIVER OF THE RIGHT TO A JURY TRIAL BE AS BROAD AS POSSIBLE.
        BY THEIR SIGNATURES BELOW, THE PARTIES PROMISE, WARRANT AND REPRESENT THAT
        THEY
        WILL NOT PLEAD FOR, REQUEST OR OTHERWISE SEEK TO HAVE A JURY TO RESOLVE ANY
        AND
        ALL DISPUTES THAT MAY ARISE BY, BETWEEN OR AMONG THEM.

      


      32. Entire
        Agreement; Counterparts.
        This
        Agreement and the agreements referred to herein constitute the entire agreement
        between the parties hereto concerning the subject matter hereof, and supersede
        any prior employment agreement with the Employer, OSI or any of their affiliates
        and supersedes all prior memoranda, correspondence, conversations, negotiations
        and other agreements. This Agreement may be executed in several identical
        counterparts that together shall constitute but one and the same
        Agreement.

      


      IN
        WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
        first written above.

      


                   “EMPLOYEE”

      


      ________________________________________          
_/s/
        Steven T. Shlemon__________________

      Witness                        STEVEN
        T.
        SHLEMON

      ________________________________________

      Witness

      


              “EMPLOYER”

      


      
        	
                Attest:

              	
                         CARRABBA'S
                  ITALIAN GRILL,
                  INC.,
                  Florida

                      corporation

              


      

      


      


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

      
        	 	
                JOSEPH
                  J. KADOW, Secretary

              	
                         A.
                  WILLIAM ALLEN,
                  III,
                  Chief
                  Executive Officer

              


      

    

     

     

    Carrabba's
      Italian Grill, Inc.

    President
      EA with renewal and allowance 2006a

     9