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                                                                    Exhibit 10.4

                              EMPLOYMENT AGREEMENT
                                (GERARD J. HART)

     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 GERARD J. HART, 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.   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 President,
pursuant to an Employment Agreement dated March 15, 2000, between Management
Corp. and Executive (the "PRIOR EMPLOYMENT AGREEMENT").

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

     E.   The Company desires that the employment of Executive, and Executive
wishes such employment, as Chief Executive 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
     Executive 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
     Chairman 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 Five Hundred Thousand and no/100 Dollars ($500,000.00) 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 Seventy Five Thousand and no/100 Dollars ($75,000.00), 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 165,000 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                117,000 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 (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")),

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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 Company would be wrongful and would cause irreparable harm to the
     Company. During

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     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.

               (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

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     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. ss. 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.

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               (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:

                    (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

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                    (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:

                    (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;

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                    (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, 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.

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          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 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.

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<Page>

               (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 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.

                                    * * * * *

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

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     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/ W. KENT TAYLOR
                                                  ------------------------------
                                                      W. Kent Taylor, Chairman

                                              GERARD J. HART

                                              /S/ GERARD J. HART
                                              ----------------------------------

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