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                                                                   Exhibit 10.6

                              EMPLOYMENT AGREEMENT
                                (STEVEN L. ORTIZ)

         THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of May
5, 2004 by and between TEXAS ROADHOUSE, INC., a Delaware corporation (the
"Company"), and STEVEN L. ORTIZ, a resident of the State of Texas ("Executive").

                                    RECITALS

         A. The Company is preparing for an initial public offering (the "IPO")
of its shares of Class A Common Stock, $0.001 par value ("CLASS A COMMON
STOCK"), and has filed a Registration Statement on Form S-1 (the "REGISTRATION
STATEMENT") with the Securities and Exchange Commission under the Securities Act
of 1933, as amended.

         B. Texas Roadhouse Management Corp., a Kentucky corporation
("MANAGEMENT CORP."), has entered into an agreement to merge with a wholly-owned
subsidiary of the Company effective immediately prior to the closing of the IPO.

         C. Executive is currently employed by Management Corp. as its Executive
Vice President of Operations, pursuant to an Employment Agreement dated January
1, 1999, between Management Corp. and Executive (the "PRIOR EMPLOYMENT
AGREEMENT").

         D. Executive has been appointed as the Chief Operating Officer of the
Company.

         E. The Company desires that the employment of Executive, and Executive
wishes such employment, as Chief Operating Officer of the Company following the
IPO, to be governed by the terms and conditions set forth in this Agreement.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the foregoing premises and the
respective agreements of the Company and Executive set forth below, the Company
and Executive, intending to be legally bound, agree as follows:

                  1. EFFECTIVE DATE. The terms and conditions of Executive's
         employment hereunder shall become effective upon completion and closing
         of the IPO (the "EFFECTIVE DATE"). Notwithstanding the preceding
         sentence, the terms and conditions of Executive's employment hereunder
         shall not become effective and this Agreement shall immediately
         terminate if, prior to the Effective Date, any of the following shall
         occur: (a) Executive resigns from his employment with Management Corp.,
         (b) the death or Disability (as defined in Section 10 hereof) of
         Executive, (c) the withdrawal of the Registration Statement prior to
         its effectiveness, (d) if the IPO does not close on or prior to
         December 31, 2004, or (e) Executive's employment is terminated by
         Management Corp. Neither Executive nor the Company may revoke or cancel
         this Agreement prior to the Effective Date without written agreement of
         the other party.

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                  2. EMPLOYMENT. Subject to all the terms and conditions of this
         Agreement, Executive's period of employment under this Agreement shall
         be the period commencing on the Effective Date and ending on the last
         day of the twelfth full fiscal quarter following the Effective Date
         (the "THIRD ANNIVERSARY DATE"), which initial twelve fiscal quarter
         term, unless otherwise agreed to by the parties, shall be extended on
         the Third Anniversary Date and on each anniversary of that date
         thereafter, for a period of four fiscal quarters thereafter (which
         initial twelve fiscal quarter term together with any such extensions,
         if any, the "TERM"), unless the Executive's employment terminates
         earlier in accordance with Section 9 hereof. Thereafter, if Executive
         continues in the employ of the Company, the employment relationship
         shall continue to be at will, terminable by either Executive or the
         Company at any time and for any reason, with or without cause, and
         subject to such terms and conditions established by the Company from
         time to time.

                  3. POSITION AND DUTIES.

                  (a) EMPLOYMENT WITH THE COMPANY. While Executive is employed
         by the Company during the Term, Executive shall be employed as the
         Chief Operating Officer of the Company, and such other titles as the
         Company may designate, and shall perform such duties and
         responsibilities as the Company shall assign to him from time to time,
         including duties and responsibilities relating to the Company's
         wholly-owned and partially owned subsidiaries and other affiliates.

                  (b) PERFORMANCE OF DUTIES AND RESPONSIBILITIES. Executive
         shall serve the Company faithfully and to the best of his ability and
         shall devote his full working time, attention and efforts to the
         business of the Company during his employment with the Company
         hereunder. While Executive is employed by the Company during the Term,
         Executive shall report to the Chief Executive Officer of the Company or
         to such other person as designated by the Board of Directors of the
         Company (the "BOARD"). Executive hereby represents and confirms that he
         is under no contractual or legal commitments that would prevent him
         from fulfilling his duties and responsibilities as set forth in this
         Agreement. During his employment with the Company, Executive shall not
         accept other employment or engage in other material business activity,
         except as approved in writing by the Board. Executive may participate
         in charitable activities and personal investment activities to a
         reasonable extent, and he may serve as a director of business
         organizations as approved by the Board, so long as such activities and
         directorships do not interfere with the performance of his duties and
         responsibilities hereunder.

                  4. COMPENSATION.

                  (a) BASE SALARY. While Executive is employed by the Company
         during the Term, the Company shall pay to Executive a base salary at
         the rate of Four Hundred Thousand and no/100 Dollars ($400,000.00) per
         fiscal year, less deductions and withholdings, which base salary shall
         be paid in accordance with the Company's normal payroll policies and
         procedures. The Executive's base salary may be reviewed by the
         Compensation Committee of the Board on or after September 30, 2005, and
         annually thereafter, to determine whether it should be increased.

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                  (b) INCENTIVE BONUS. Commencing with the first full fiscal
         quarter following the Effective Date and for each full fiscal quarter
         thereafter that Executive is employed by the Company during the Term,
         Executive shall be eligible for a quarterly incentive bonus in an
         amount up to Fifty Thousand and no/100 Dollars ($50,000.00), based upon
         achievement of defined goals established by the Compensation Committee
         of the Board and in accordance with the terms of any incentive plan of
         the Company in effect from time to time (the "INCENTIVE BONUS"). The
         level of achievement of the objectives each fiscal quarter and the
         amount payable as Incentive Bonus shall be determined in good faith by
         the Compensation Committee. Any Incentive Bonus earned for a fiscal
         quarter shall be paid to Executive on or before the 90th day following
         the last day of such fiscal quarter. The amount of the Executive's
         quarterly incentive bonus may be reviewed by the Compensation Committee
         of the Board on or after September 30, 2005, and annually thereafter,
         to determine whether it should be increased.

                  (c) STOCK OPTIONS.

                           (i) Pursuant to the 2004 Equity Incentive Plan of the
                  Company, as of the Effective Date, Executive shall be granted
                  options (the "OPTIONS") to purchase 120,000 shares of Class A
                  Common Stock at an exercise price equal to the price per share
                  at which shares of Class A Common Stock are offered to the
                  public in the IPO.

                           (ii) The Options shall vest in accordance with the
                  following schedule:

<Table>
<Caption>
                                     DATE                          AMOUNT VESTING
                                     ----                          --------------
<S>                                                                <C>
                     First Anniversary of the Effective Date       24,000 shares
                     Second Anniversary of Effective Date          24,000 shares
                     Third Anniversary of Effective Date           72,000 shares
</Table>

                           (iii) If a share dividend, share split or share
                  combination shall occur with respect to the Common Shares of
                  Texas Roadhouse Holdings LLC, a Kentucky limited liability
                  company, shall occur prior to the closing of the IPO, or such
                  Common Shares are exchanged for shares of Class A Common Stock
                  in connection with the IPO on a basis other than one-to-one,
                  the amounts set forth in this Section 4(c) shall be
                  correspondingly adjusted.

                           iv) In the event of a termination of Executive's
                  Employment other than for Cause (as defined below) or
                  termination by Executive for Good Reason (as defined below)
                  within 12 months following a Change of Control (as defined
                  below), or prior to a Change of Control at the direction of a
                  person who has entered into an agreement with the Company, the
                  consummation of which will constitute a Change of Control, and
                  contingent upon Executive's compliance with Section 10(g), the
                  Options and all other options granted under any stock option
                  and stock incentive plans of the Company that are outstanding
                  as of the


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                  date of termination shall become immediately exercisable in
                  full and shall remain exercisable until the earlier of (A)
                  two years after termination of Executive's employment by
                  the Company or (B) the option expiration date as set forth
                  in the applicable option agreement.

                           (v) A "CHANGE OF CONTROL" shall mean that one of the
                  following events has taken place at any time during the Term:

                                    (A) The stockholders of the Company approve
                           one of the following:

                                             (I) Any merger or statutory plan of
                                    exchange involving the Company ("MERGER") in
                                    which the Company is not the continuing or
                                    surviving corporation or pursuant to which
                                    the Common Stock, $0.001 par value ("COMMON
                                    STOCK") would be converted into cash,
                                    securities or other property, other than a
                                    Merger involving the Company in which the
                                    holders of Common Stock immediately prior to
                                    the Merger have substantially the same
                                    proportionate ownership of common stock of
                                    the surviving corporation after the Merger;
                                    or

                                             (II) Any sale, lease, exchange, or
                                    other transfer (in one transaction or a
                                    series of related transactions) of all or
                                    substantially all of the assets of the
                                    Company or the adoption of any plan or
                                    proposal for the liquidation or dissolution;

                                    B) During any period of 12 months or less,
                           individuals who at the beginning of such period
                           constituted a majority of the Board of Directors
                           cease for any reason to constitute a majority thereof
                           unless the nomination or election of such new
                           directors was approved by a vote of at least
                           two-thirds of the directors then still in office who
                           were directors at the beginning of such period; or

                                    C) A tender or exchange offer, other than
                           one made by:

                                             (I) the Company, or by

                                             (II) W. Kent Taylor or any
                                    corporation, limited liability company,
                                    partnership, or other entity in which W.
                                    Kent Taylor owns (x) a direct or indirect
                                    ownership of 50% or more or (y) controls 50%
                                    or more of the voting power (collectively,
                                    the "TAYLOR PARTIES")

                           is made for the Common Stock (or securities
                           convertible into Common Stock) and such offer results
                           in a portion of those securities being purchased and
                           the offeror after the consummation of the offer is
                           the beneficial owner (as determined pursuant to
                           Section 13(d) of the Securities Exchange Act of 1934,
                           as amended (the "EXCHANGE Act")),


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                           directly or indirectly, of securities representing at
                           least 20 percent of the voting power of outstanding
                           securities of the Company; or

                                    (D) the Company receives a report on
                           Schedule 13D of the Exchange Act reporting the
                           beneficial ownership by any person other than a
                           Taylor Party of securities representing 20 percent or
                           more of the voting power of outstanding securities of
                           the Company, except that if such receipt shall occur
                           during a tender offer or exchange offer described in
                           (C) above, a Change of Control shall not take place
                           until the conclusion of such offer.

                           Notwithstanding anything in the foregoing to the
                  contrary, no Change of Control shall be deemed to have
                  occurred for purposes of this Agreement by virtue of any
                  transaction which results in Executive, or a group of persons
                  which includes Executive, acquiring, directly or indirectly,
                  securities representing 20 percent or more of the voting power
                  of outstanding securities of the Company.

                           vi) A termination by Executive for "Good Reason"
                  shall mean a termination based on:

                                    (A) the assignment of Executive a different
                           title or job responsibilities that result in a
                           substantial decrease in the level of responsibility
                           from those in effect immediately prior to the Change
                           of Control;

                                    (B) a reduction by the Company or the
                           surviving company in Executive's base pay as in
                           effect immediately prior to the Change of Control;

                                    (C) a significant reduction by the Company
                           or the surviving company in total benefits available
                           to Executive under cash incentive, stock incentive
                           and other employee benefit plans after the Change of
                           Control compared to the total package of such
                           benefits as in effect prior to the Change of Control;

                                    (D) the requirement by the Company or the
                           surviving company that Executive be based more than
                           50 miles from where Executive's office is located
                           immediately prior to the Change of Control, except
                           for required travel on company business to an extent
                           substantially consistent with the business travel
                           obligations which Executive undertook on behalf of
                           the Company prior to the Change of Control; or

                                    (E) the failure by the Company to obtain
                           from any successor (whether direct or indirect, by
                           purchase, merger, consolidation or otherwise) to all
                           or substantially all of the business and/or assets of
                           the Company ("Successor") the assent to this
                           Agreement contemplated by Section 13(g) hereof.


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                  (d) BENEFITS. While Executive is employed by the Company
         during the Term, Executive shall be entitled to participate in all
         employee benefit plans and programs of the Company that are available
         to executive officers generally to the extent that Executive meets the
         eligibility requirements for each individual plan or program. The
         Company provides no assurance as to the adoption or continuance of any
         particular employee benefit plan or program, and Executive's
         participation in any such plan or program shall be subject to the
         provisions, rules and regulations applicable thereto.

                  (e) EXPENSES. While Executive is employed by the Company
         during the Term, the Company shall reimburse Executive for all
         reasonable and necessary out-of-pocket business, travel and
         entertainment expenses incurred by him in the performance of his duties
         and responsibilities hereunder, subject to the Company's normal
         policies and procedures for expense verification and documentation.

                  (f) VACATIONS AND HOLIDAYS. Executive shall be entitled to be
         absent from his duties for the Company by reason of vacation for a
         period of four weeks per calendar year. Executive shall coordinate his
         vacation schedule with the Company so as not to impose an undue burden
         on the Company. In addition, Executive shall be entitled to such
         national and religious holidays as the Board shall approve for all of
         its employees from time to time.

                  5. AFFILIATED ENTITIES. As used in Sections 6, 7 and 8 of this
         Agreement, "COMPANY" shall include the Company and each corporation,
         limited liability company, partnership, or other entity that is
         controlled by the Company, or is under common control with the Company
         (in each case "control" meaning the direct or indirect ownership of 50%
         or more of all outstanding equity interests).

                  6. CONFIDENTIAL INFORMATION. Except as required in the
         performance of Executive's duties as an employee of the Company or as
         authorized in writing by the Board, Executive shall not, either during
         Executive's employment with the Company or at any time thereafter, use,
         disclose or make accessible to any person any confidential information
         for any purpose. "Confidential Information" means information
         proprietary to the Company or its suppliers or prospective suppliers
         and not generally known (including trade secret information) about the
         Company's suppliers, products, services, personnel, customers, recipes,
         pricing, sales strategies, technology, computer software code, methods,
         processes, designs, research, development systems, techniques,
         finances, accounting, purchasing, and plans. All information disclosed
         to Executive or to which Executive obtains access, whether originated
         by Executive or by others, during the period of Executive's employment
         by the Company (whether before, during, or after the Term), shall be
         presumed to be Confidential Information if it is treated by the Company
         as being Confidential Information or if Executive has a reasonable
         basis to believe it to be Confidential Information. Executive
         acknowledges that the above-described knowledge and information
         constitutes a unique and valuable asset of the Company and represents a
         substantial investment of time and expense by the Company, and that any
         disclosure or other use of such knowledge or information other than for
         the sole benefit of the


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         Company would be wrongful and would cause irreparable harm to the
         Company. During Executive's employment with the Company, Executive
         shall refrain from committing any acts that would materially reduce the
         value of such knowledge or information to the Company. The foregoing
         obligations of confidentiality shall not apply to any knowledge or
         information that (i) is now or subsequently becomes generally publicly
         known, or (ii) is required to be disclosed by law or legal process,
         other than as a direct or indirect result of the breach of this
         Agreement by Executive. Executive acknowledges that the obligations
         imposed by this Section 6 are in addition to, and not in place of, any
         obligations imposed by applicable statutory or common law.

                  7. NONCOMPETITION COVENANT.

                  (a) AGREEMENT NOT TO COMPETE. During Executive's employment
         with the Company (whether before, during, or after the Term) and during
         the Restricted Period (as defined below), Executive shall not, directly
         or indirectly, on his own behalf or on behalf of any person or entity
         other than the Company, including without limitation as a proprietor,
         principal, agent, partner, officer, director, stockholder, employee,
         member of any association, consultant or otherwise, engage in any
         business that is directly competitive with the business of the Company,
         including without limitation any business that operates one or more
         full-service, casual dining steakhouse restaurants. The provisions of
         this Section 7(a) shall also apply to any business which is directly
         competitive with any other business which the Company acquires or
         develops during Executive's employment with the Company.

                  (b) AGREEMENT NOT TO HIRE. Except as required in the
         performance of Executive's duties as an employee of the Company, during
         Executive's employment with the Company (whether before, during, or
         after the Term) and during the Restricted Period, Executive shall not,
         directly or indirectly, hire, engage or solicit or induce or attempt to
         induce to cease working for the Company, any person who is then an
         employee of the Company or who was an employee of the Company during
         the six (6) month period immediately preceding Executive's termination
         of employment with the Company.

                  (c) AGREEMENT NOT TO SOLICIT. Except as required in the
         performance of Executive's duties as an employee of the Company, during
         Executive's employment with the Company (whether before, during, or
         after the Term) and during the Restricted Period, Executive shall not,
         directly or indirectly, solicit, request, advise, induce or attempt to
         induce any vendor, supplier or other business contact of the Company to
         cancel, curtail, cease doing business with, or otherwise adversely
         change its relationship with the Company.

                  (d) RESTRICTED PERIOD. "RESTRICTED PERIOD" hereunder means the
         period commencing on the last day of Executive's employment with the
         Company and ending on the date that is two years following the last day
         of the Term.


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                  (e) ACKNOWLEDGMENT. Executive hereby acknowledges that the
         provisions of this Section 7 are reasonable and necessary to protect
         the legitimate interests of the Company and that any violation of this
         Section 7 by Executive shall cause substantial and irreparable harm to
         the Company to such an extent that monetary damages alone would be an
         inadequate remedy therefor. Therefore, in the event that Executive
         violates any provision of this Section 7, the Company shall be entitled
         to an injunction, in addition to all the other remedies it may have,
         restraining Executive from violating or continuing to violate such
         provision.

                  (f) BLUE PENCIL DOCTRINE. If the duration of, the scope of or
         any business activity covered by any provision of this Section 7 is in
         excess of what is determined to be valid and enforceable under
         applicable law, such provision shall be construed to cover only that
         duration, scope or activity that is determined to be valid and
         enforceable. Executive hereby acknowledges that this Section 7 shall be
         given the construction that renders its provisions valid and
         enforceable to the maximum extent, not exceeding its express terms,
         possible under applicable law.

                  (g) PERMITTED EQUITY OWNERSHIP. Ownership by Executive, as a
         passive investment, of less than 2.5% of the outstanding shares of
         capital stock of any corporation listed on a national securities
         exchange or publicly traded in the over-the-counter market shall not
         constitute a breach of this Section 7.

                  8. INTELLECTUAL PROPERTY.

                  (a) DISCLOSURE AND ASSIGNMENT. As of the Effective Date,
         Executive hereby transfers and assigns to the Company (or its
         designee) all right, title, and interest of Executive in and to
         every idea, concept, invention, and improvement (whether patented,
         patentable or not) conceived or reduced to practice by Executive
         whether solely or in collaboration with others while he is employed
         by the Company, and all copyrighted or copyrightable matter created
         by Executive whether solely or in collaboration with others while he
         is employed by the Company that relates to the Company's business
         (collectively, "CREATIONS"). Executive shall communicate promptly
         and disclose to the Company, in such form as the Company may
         request, all information, details, and data pertaining to each
         Creation. Every copyrightable Creation, regardless of whether
         copyright protection is sought or preserved by the Company, shall be
         a "work made for hire" as defined in 17 U.S.C. Section 101, and the
         Company shall own all rights in and to such matter throughout the
         world, without the payment of any royalty or other consideration to
         Executive or anyone claiming through Executive.

                  (b) TRADEMARKS. All right, title, and interest in and to any
         and all trademarks, trade names, service marks, and logos adopted,
         used, or considered for use by the Company during Executive's
         employment (whether or not developed by Executive) to identify the
         Company's business or other goods or services (collectively, the
         "MARKS"), together with the goodwill appurtenant thereto, and all other
         materials, ideas, or other property conceived, created, developed,
         adopted, or improved by Executive solely or jointly during Executive's
         employment by the Company and relating


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         to its business shall be owned exclusively by the Company. Executive
         shall not have, and will not claim to have, any right, title, or
         interest of any kind in or to the Marks or such other property.

                  (c) DOCUMENTATION. Executive shall execute and deliver to the
         Company such formal transfers and assignments and such other documents
         as the Company may request to permit the Company (or its designee) to
         file and prosecute such registration applications and other documents
         it deems useful to protect or enforce its rights hereunder. Any idea,
         invention, copyrightable matter, or other property relating to the
         Company's business and disclosed by Executive prior to the first
         anniversary of the effective date of Executive's termination of
         employment shall be deemed to be governed by the terms of this Section
         8 unless proven by Executive to have been first conceived and made
         after such termination date.

                  (d) NON-APPLICABILITY. Executive is hereby notified that this
         Section 8 does not apply to any invention for which no equipment,
         supplies, facility, Confidential Information, or other trade secret
         information of the Company was used and which was developed entirely on
         Executive's own time, unless (i) the invention relates (A) directly to
         the business of the Company or (B) to the Company's actual or
         demonstrably anticipated research or development, or (ii) the invention
         results from any work performed by Executive for the Company.

                  9. TERMINATION OF EMPLOYMENT.

                  (a) Executive's employment with the Company shall terminate
         immediately upon:

                           (i)      Executive's receipt of written notice from
                                    the Company of the termination of his
                                    employment;

                           (ii)     the Company's receipt of Executive's written
                                    resignation from the Company;

                           (iii)    Executive's Disability (as defined below);
                                    or

                           (iv)     Executive's death.

                  (b) The date upon which Executive's termination of employment
         with the Company occurs shall be the "TERMINATION DATE."

                  10. PAYMENTS UPON TERMINATION OF EMPLOYMENT.

                  (a) If Executive's employment with the Company is terminated
         by reason of:


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                           (i)      Executive's abandonment of his employment or
                                    Executive's resignation for any reason
                                    (whether or not such resignation is set
                                    forth in writing or otherwise communicated
                                    to the Company);

                           (ii)     termination of Executive's employment by the
                                    Company for Cause (as defined below); or

                           (iii)    termination of Executive's employment by the
                                    Company without Cause following expiration
                                    of the Term; or

         the Company shall pay to Executive his then-current base salary through
         the Termination Date.

                  (b) If Executive's employment with the Company is terminated
         by the Company effective prior to the expiration of the Term for any
         reason other than for Cause (as defined below), then the Company shall
         pay to Executive, subject to Section 10(i) of this Agreement:

                           (i)      his then-current base salary through the
                                    Termination Date;

                           (ii)     any earned and unpaid annual Incentive Bonus
                                    for the fiscal quarter immediately preceding
                                    the fiscal quarter in which the Termination
                                    Date occurs; and

                           (iii)    a crisp $100 bill from W. Kent Taylor.

         Any amount payable to Executive pursuant to Section 10(b)(ii) shall be
         paid to Executive by the Company in the same manner and at the same
         time that Incentive Bonus payments are made to current employees of the
         Company, but no earlier than the first normal payroll date of the
         Company following the expiration of all applicable rescission periods
         provided by law.

                  (c) If Executive's employment with the Company is terminated
         effective prior to the expiration of the Term by reason of Executive's
         death or Disability, the Company shall pay to Executive or his
         beneficiary or his estate, as the case may be, his then-current base
         salary through the Termination Date, any earned and unpaid quarterly
         Incentive Bonus for the fiscal quarter preceding the fiscal quarter in
         which the Termination Date occurs and a pro-rated portion of any
         quarterly Incentive Bonus for the fiscal quarter in which the
         Termination Date occurs, based on the number of days during such fiscal
         quarter that Executive was employed by the Company, payable in the same
         manner and at the same time that Incentive Bonus payments are made to
         current employees of the Company.

                  (d) Cause. "CAUSE" hereunder shall mean:


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                           (i)      an act or acts of dishonesty undertaken by
                                    Executive and intended to result in
                                    substantial gain or personal enrichment of
                                    Executive at the expense of the Company;

                           (ii)     unlawful conduct or gross misconduct that is
                                    willful and deliberate on Executive's part
                                    and that, in either event, is materially
                                    injurious to the Company;

                           (iii)    the conviction of Executive of a felony;

                           (iv)     material and deliberate failure of Executive
                                    to perform his duties and responsibilities
                                    hereunder or to satisfy his obligations as
                                    an officer or employee of the Company, which
                                    failure has not been cured by Executive
                                    within ten days after written notice thereof
                                    to Executive from the Company; or

                           (v)      material breach of any terms and conditions
                                    of this Agreement by Executive not caused by
                                    the Company, which breach has not been cured
                                    by Executive within ten days after written
                                    notice thereof to Executive from the
                                    Company.

                  (e) "DISABILITY" hereunder shall mean the inability of
         Executive to perform on a full-time basis the duties and
         responsibilities of his employment with the Company by reason of his
         illness or other physical or mental impairment or condition, if such
         inability continues for an uninterrupted period of 45 days or more
         during any 360-day period. A period of inability shall be
         "uninterrupted" unless and until Executive returns to full-time work
         for a continuous period of at least 30 days.

                  (f) In the event of termination of Executive's employment, the
         sole obligation of the Company hereunder shall be its obligation to
         make the payments called for by Sections 10(a), 10(b), or 10(c) hereof,
         as the case may be, and the Company shall have no other obligation to
         Executive or to his beneficiary or his estate, except as otherwise
         provided by law.

                  (g) Notwithstanding any other provision hereof, the Company
         shall not be obligated to make any payments under Section 10(b)(ii) or
         (iii) of this Agreement unless Executive has signed a full release of
         claims against the Company, in a form and scope to be prescribed by the
         Board, all applicable consideration periods and rescission periods
         provided by law shall have expired, and Executive is in strict
         compliance with the terms of this Agreement as of the dates of the
         payments.

                  11. RETURN OF PROPERTY. Upon termination of Executive's
         employment with the Company, Executive shall deliver promptly to the
         Company all records, files, manuals, books, forms, documents, letters,
         memoranda, data, customer lists, tables, photographs,


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         video tapes, audio tapes, computer disks and other computer storage
         media, and copies thereof, that are the property of the Company, or
         that relate in any way to the business, products, services, personnel,
         customers, prospective customers, suppliers, practices, or techniques
         of the Company, and all other property of the Company (such as, for
         example, computers, cellular telephones, pagers, credit cards, and
         keys), whether or not containing Confidential Information, that are in
         Executive's possession or under Executive's control.

                  12. REMEDIES. Executive acknowledges that it would be
         difficult to fully compensate the Company for monetary damages
         resulting from any breach by him of the provisions of Sections 6, 7,
         and 8 hereof. Accordingly, in the event of any actual or threatened
         breach of any such provisions, the Company shall, in addition to any
         other remedies it may have, be entitled to injunctive and other
         equitable relief to enforce such provisions, and such relief may be
         granted without the necessity of proving actual monetary damages.

                  13. MISCELLANEOUS.

                  (a) GOVERNING LAW. This Agreement shall be governed by,
         subject to, and construed in accordance with the laws of the
         Commonwealth of Kentucky without regard to conflict of law principles.
         Any action relating to this Agreement shall only be brought in a court
         of competent jurisdiction in the Commonwealth of Kentucky, and the
         parties consent to the jurisdiction, venue and convenience of such
         courts.

                  (b) JURISDICTION AND LAW. Executive and the Company consent to
         jurisdiction of the courts of the Commonwealth of Kentucky and/or the
         federal district courts, Western District of Kentucky, for the purpose
         of resolving all issues of law, equity, or fact, arising out of or in
         connection with this Agreement. Any action involving claims of a breach
         of this Agreement shall be brought in such courts. Each party consents
         to personal jurisdiction over such party in the state and/or federal
         courts of Kentucky and hereby waives any defense of lack of personal
         jurisdiction or FORUM NON CONVENIENS. Venue, for the purpose of all
         such suits, shall be in Jefferson County, Commonwealth of Kentucky.

                  (c) ENTIRE AGREEMENT. Except for any written stock option
         agreement and related agreements between Executive and the Company,
         this Agreement contains the entire agreement of the parties relating to
         Executive's employment with the Company and supersedes all prior
         agreements and understandings with respect to such subject matter
         including without limitation the Prior Employment Agreement, and the
         parties hereto have made no agreements, representations or warranties
         relating to the subject matter of this Agreement that are not set forth
         herein. As of the Effective Date, the Prior Employment Agreement shall
         terminate and be of no further force or effect; provided, however, any
         obligations of Executive or the Company arising under the Prior
         Employment Agreement prior to the Effective Date shall survive such
         termination.

                  (d) NO VIOLATION OF OTHER AGREEMENTS. Executive hereby
         represents and agrees that neither (i) Executive's entering into this
         Agreement, (ii) Executive's


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<Page>

         employment with the Company, nor (iii) Executive's carrying out the
         provisions of this Agreement, will violate any other agreement (oral,
         written or other) to which Executive is a party or by which Executive
         is bound.

                  (e) AMENDMENTS. No amendment or modification of this Agreement
         shall be deemed effective unless made in writing and signed by the
         parties hereto.

                  (f) NO WAIVER. No term or condition of this Agreement shall be
         deemed to have been waived, except by a statement in writing signed by
         the party against whom enforcement of the waiver is sought. Any written
         waiver shall not be deemed a continuing waiver unless specifically
         stated, shall operate only as to the specific term or condition waived
         and shall not constitute a waiver of such term or condition for the
         future or as to any act other than that specifically waived.

                  (g) ASSIGNMENT. This Agreement shall not be assignable, in
         whole or in part, by either party without the prior written consent of
         the other party, except that the Company may, without the consent of
         Executive, assign its rights and obligations under this Agreement (i)
         to any entity with which the Company may merge or consolidate, or (ii)
         to any corporation or other person or business entity to which the
         Company may sell or transfer all or substantially all of its assets.
         Upon Executive's written request, the Company will seek to have any
         Successor by agreement assent to the fulfillment by the Company of its
         obligations under this Agreement. After any assignment by the Company
         pursuant to this Section 13(g), the Company shall be discharged from
         all further liability hereunder and such assignee shall thereafter be
         deemed to be the "Company" for purposes of all terms and conditions of
         this Agreement, including this Section 13.

                  (h) COUNTERPARTS. This Agreement may be executed in any number
         of counterparts, and such counterparts executed and delivered, each as
         an original, shall constitute but one and the same instrument.

                  (i) SEVERABILITY. Subject to Section 7(f) hereof, to the
         extent that any portion of any provision of this Agreement shall be
         invalid or unenforceable, it shall be considered deleted herefrom and
         the remainder of such provision and of this Agreement shall be
         unaffected and shall continue in full force and effect.

                  (j) SURVIVAL. The terms and conditions set forth in Sections
         5, 6, 7, 8, 9, 11, 12, and 13 of this Agreement, and any other
         provision that continues by its terms, shall survive expiration of the
         Term or termination of Executive's employment for any reason.

                  (k) CAPTIONS AND HEADINGS. The captions and paragraph headings
         used in this Agreement are for convenience of reference only and shall
         not affect the construction or interpretation of this Agreement or any
         of the provisions hereof.


                                       13
<Page>

                  (l) NOTICES. Any notice required or permitted to be given
         under this Agreement shall be sufficient if in writing and either
         delivered in person or sent by first class certified or registered
         mail, postage prepaid, if to the Company, at the Company's principal
         place of business, and if to Executive, at his home address most
         recently filed with the Company, or to such other address or addresses
         as either party shall have designated in writing to the other party
         hereto.

                                    * * * * *

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                                       14
<Page>

         IN WITNESS WHEREOF, Executive and the Company have executed this
Agreement as of the date set forth in the first paragraph.

                                   TEXAS ROADHOUSE, INC.

                                   By: /S/ GERARD J. HART
                                       -----------------------------------------
                                       Gerard J. Hart, Chief Executive Officer


                                   STEVEN L. ORTIZ

                                   /S/ STEVEN L. ORTIZ
                                   ---------------------------------------------


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