<PAGE>

                                                                   Exhibit 10.5

                              EMPLOYMENT AGREEMENT
                                (SCOTT M. COLOSI)

     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 SCOTT M. COLOSI, 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. The Company has entered into an agreement to merge with 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 Chief
Financial Officer, pursuant to an Employment Agreement dated November 2002,
between Management Corp. and Executive (the "PRIOR EMPLOYMENT AGREEMENT").

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

     E. The Company desires that the employment of Executive, and Executive
wishes such employment, as Chief Financial 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.



<PAGE>


          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 Financial
     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 Two
     Hundred Ten Thousand and no/100 Dollars ($210,000.00) 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



                                       2
<PAGE>

     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 Twenty Eight
     Thousand Seven Hundred Fifty and no/100 Dollars ($28,750.00), 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 50,000 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..            None
            Second Anniversary of Effective Date ....   10,000 shares
            Third Anniversary of Effective Date .....   40,000 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



                                       3
<PAGE>

          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 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")


                                       4

<PAGE>


               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.

               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



                                       5
<PAGE>

                    (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 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 three 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


                                       6
<PAGE>


     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 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.


                                       7
<PAGE>


          (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.

     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


                                       8

<PAGE>

     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.

     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."


                                       9
<PAGE>

     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

               (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;

               (iii) the amount of his then current base salary that Executive
          would have received from the Termination Date through the earlier of
          (A) 180 days following such Termination Date and (B) the Third
          Anniversary Date if his 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, provided,
          however, if the Termination Date occurs during the fiscal quarter
          ending on the Third Anniversary Date, the amount payable pursuant to
          this Section 10(b)(iv) shall be reduced by a fraction, the numerator
          of which is the number of days during such fiscal quarter that
          Executive was employed by the Company and the denominator of which is
          the number of days in such fiscal quarter.



                                       10
<PAGE>

     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 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;

               (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

                                       11
<PAGE>

               (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), (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.

          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 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.



                                       12
<PAGE>



          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.

          (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


                                       13
<PAGE>


     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.]



                                       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

                                    SCOTT M. COLOSI

                                    /S/ SCOTT M. COLOSI
                                    ----------------------------------------




                                       15