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                                                                    Exhibit 10.8

                              EMPLOYMENT AGREEMENT
                                (SHEILA C. BROWN)

         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 SHEILA C. BROWN, a resident of the Commonwealth of Kentucky
("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. Executive has been appointed as the General Counsel of the Company.

         C. The Company desires that the employment of Executive, and Executive
wishes such employment, as General Counsel 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 her employment with Texas Roadhouse
         Management Corp., a Kentucky corporation ("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.

                  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

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         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 General Counsel 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 her 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 her
         ability and shall devote her full working time, attention and efforts
         to the business of the Company during her 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
         she is under no contractual or legal commitments that would prevent her
         from fulfilling her duties and responsibilities as set forth in this
         Agreement. During her 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 she 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 her 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 One Hundred Twenty Thousand and no/100 Dollars
         ($120,000.00) 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.

                           (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 Ten Thousand and no/100 Dollars ($10,000.00), 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

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         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) 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), all options granted under any
                           stock option and stock incentive plans of the Company
                           that are outstanding as of the 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.

                                   (ii) 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;

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                                            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 (x)
                                            owns 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")), 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.

                           iii) 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;

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                                    (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.

                           (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 her in the performance of her 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 her duties for the Company by reason of
         vacation for a period of three weeks per calendar year. Executive shall
         coordinate her 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

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         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 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 her 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.

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                           (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.

                           (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.

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                  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 she is employed by the Company, and
         all copyrighted or copyrightable matter created by Executive whether
         solely or in collaboration with others while she 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 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.

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                  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
                                          her 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:

                                    (i)   Executive's abandonment of her
                                          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 her 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)     her then-current base salary
                                            through the Termination Date;

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

                                    (iii)   the amount of her then current base
                                            salary that Executive would have
                                            received from the Termination Date
                                            through the date that is (A) 180
                                            days following such Termination Date
                                            and (B) the Third Anniversary Date
                                            if her employment with the Company
                                            had not been terminated; and

                                    (iv)    50% of the aggregate quarterly
                                            Incentive Bonus earned by Executive
                                            for the last four full fiscal
                                            quarters immediately preceding the
                                            fiscal quarter in which the
                                            Termination Date occurs.

         Any amount payable to Executive pursuant to Section 10(b)(iii) shall be
         subject to deductions and withholdings and shall be paid to Executive
         by the Company in the same periodic installments in accordance with the
         Company's regular payroll practices commencing on the first normal
         payroll date of the Company following the expiration of all applicable
         rescission periods provided by law. 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. Any amount payable
         to Executive pursuant to Section 10(b)(iv) shall be paid to Executive
         by the Company on the same date as any payment would be made pursuant
         to Section 10(b)(ii) if Executive were entitled to such payment.

                           (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
         her beneficiary or her estate, as the case may be, her 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.

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

                                    (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 her duties and
                                          responsibilities hereunder or to
                                          satisfy her 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 her employment with the Company by reason of her
         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 her beneficiary or her 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), (iii) or (iv) 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.

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                  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, 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 her 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, 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.

                           (d) NO VIOLATION OF OTHER AGREEMENTS. Executive
         hereby represents and agrees that neither (i) Executive's entering into
         this Agreement, (ii) Executive's employment with the Company, nor (iii)
         Executive's carrying out the provisions of this

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<PAGE>

         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.

                           (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 her 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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<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


                                   SHEILA C. BROWN

                                   /s/ SHEILA C. BROWN
                                   -------------------------------------------

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