Common use of Restricted Stock Awards Clause in Contracts

Restricted Stock Awards. (i) The restricted shares of common stock of the Company awarded under this paragraph (c) (collectively, the “Restricted Shares”) shall be awarded pursuant to and, to the extent not expressly inconsistent herewith, governed by the Company stock option and incentive compensation plan as in effect as the effective date of the respective award (the “Stock Plan”). All grants described in this paragraph (c) shall be conditioned upon the approval of the shareholders of the Company at the annual shareholders’ meeting in 2008 of (A) an increase in the maximum number of shares that may be issued pursuant to awards under the Stock Plan, or (B) a new or amended plan authorizing grants of restricted shares of the Company. The number of Restricted Shares shall be adjusted in accordance with the terms of the Stock Plan for stock splits, stock dividends, recapitalizations and the like. Until and only to the extent the Restricted Shares shall vest as provided herein, all stock certificates evidencing the Restricted Shares owned by Employee shall be held by the Company for the benefit of Employee. As and to the extent any Restricted Shares shall vest as provided herein, the Company will promptly deliver certificates representing such vested shares to Employee. (ii) Provided Employee shall continue to be employed hereunder, effective on July 15, 2008, the Company shall award to Employee 5,000 restricted shares of common stock of the Company. The restricted shares awarded as provided in the preceding sentence shall be referred to as the “Fixed Restricted Shares.” The Fixed Restricted Shares shall be subject to vesting as provided below. Provided Employee shall continue to be employed hereunder, one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2009, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2010, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2011, and the final one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2012. (iii) Provided Employee shall continue to be employed hereunder, and further provided that the applicable Annual Performance Award Test (as defined below) has been satisfied, on the Performance Award Date (as defined below) each year during the Term, commencing in 2009, the Company shall award to Employee that number of shares of common stock of the Company as is equal to $100,000 divided by the Performance Award Price (as defined below), with any fractional share resulting therefrom being rounded up to one whole share if 0.5 or more and eliminated if less than 0.5. For each year, the “Performance Award Date” shall be that date the Company files its Annual Report on Form 10-K with the Securities and Exchange Commission for the immediately preceding calendar year. Satisfaction of the “Annual Performance Award Test” shall be determined as of each Performance Award Date and measured based upon the Company Net Income for the immediately preceding calendar year. The Annual Performance Award Test shall be satisfied for a calendar year if (A) the Annual Net Income Target for the calendar year being measured is at least ten percent (10%) higher than the actual Company Net Income for the immediately preceding calendar year, and (B) the actual Company Net Income for the calendar year being measured equals or exceeds ninety-five percent (95%) of the Annual Net Income Target for the calendar year being measured. The “Performance Award Price” shall be equal to the closing sale price of Company common stock as reported on the Nasdaq National Market on the respective Performance Award Date (or if the respective Performance Award Date is not a trading date for the Company common stock, on the immediately preceding trading date). Any Restricted Shares awarded pursuant to this subparagraph (iii) shall be immediately vested in full on the respective date such shares are awarded. (iv) Notwithstanding any provision in this paragraph (c) to the contrary, all of the Restricted Shares that have not been previously vested shall immediately vest if Employee shall continue to be employed hereunder and (A) Employee shall die, (B) Employee shall be subject to a “permanent disability” as described in Section 4(b) hereof, or (C) a Change of Control (as defined below) has occurred with respect to the Company. A “Change of Control” for purposes of this subparagraph (iv) shall have the same meaning as that term is given in the Stock Plan.

Restricted Stock Awards. Each Encompass Restricted Stock Award that is outstanding as of immediately prior to the Effective Time shall be treated as follows: (i) The restricted shares of common stock If the holder is an Encompass Group Employee, such award shall be converted, as of the Company awarded under Effective Time, into a Post-Separation Encompass Restricted Stock Award, and shall, except as otherwise provided in this paragraph Section 4.02, be subject to the same terms and conditions (cincluding with respect to vesting) (collectivelyafter the Effective Time as were applicable to such Encompass Restricted Stock Award immediately prior to the Effective Time; provided, however, that from and after the Effective Time, the “number of Encompass Shares subject to such Post-Separation Encompass Restricted Shares”) Stock Award shall be awarded pursuant to and, equal to the extent not expressly inconsistent herewith, governed by sum of all the Company stock option and incentive compensation plan as in effect as the effective date Encompass Shares subject to all tranches of the respective award (Award where the “Stock Plan”). All grants described in this paragraph (c) shall be conditioned upon number of Encompass Shares subject to each tranche is equal to the approval product, rounded up to the nearest whole number of the shareholders of the Company at the annual shareholders’ meeting in 2008 of shares for each such tranche, obtained by multiplying (A) an increase in the maximum number of shares that may be issued pursuant Encompass Shares subject to awards under such tranche of the corresponding Encompass Restricted Stock PlanAward immediately prior to the Effective Time, or by (B) a new or amended plan authorizing grants of restricted shares of the Company. The number of Restricted Shares shall be adjusted in accordance with the terms of the Stock Plan for stock splits, stock dividends, recapitalizations and the like. Until and only to the extent the Restricted Shares shall vest as provided herein, all stock certificates evidencing the Restricted Shares owned by Employee shall be held by the Company for the benefit of Employee. As and to the extent any Restricted Shares shall vest as provided herein, the Company will promptly deliver certificates representing such vested shares to EmployeeEncompass Ratio. (ii) Provided Employee If the holder is an Enhabit Group Employee, such award shall continue to be employed hereunderconverted, effective on July 15, 2008, the Company shall award to Employee 5,000 restricted shares of common stock as of the Company. The restricted shares awarded Effective Time, into an Enhabit Restricted Stock Award, and shall, except as otherwise provided in the preceding sentence shall be referred to as the “Fixed Restricted Shares.” The Fixed Restricted Shares shall this Section 4.02, be subject to vesting the same terms and conditions (including with respect to vesting) after the Effective Time as provided below. Provided Employee shall continue were applicable to be employed hereundersuch Encompass Restricted Stock Award immediately prior to the Effective Time; provided, one-fourth (1/4) of however, that from and after the Fixed Restricted Shares shall vest on June 1, 2009, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2010, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2011, and the final one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2012. (iii) Provided Employee shall continue to be employed hereunder, and further provided that the applicable Annual Performance Award Test (as defined below) has been satisfied, on the Performance Award Date (as defined below) each year during the Term, commencing in 2009Effective Time, the Company shall award to Employee that number of shares of common stock of the Company as is equal Enhabit Shares subject to $100,000 divided by the Performance such Enhabit Restricted Stock Award Price (as defined below), with any fractional share resulting therefrom being rounded up to one whole share if 0.5 or more and eliminated if less than 0.5. For each year, the “Performance Award Date” shall be that date the Company files its Annual Report on Form 10-K with the Securities and Exchange Commission for the immediately preceding calendar year. Satisfaction of the “Annual Performance Award Test” shall be determined as of each Performance Award Date and measured based upon the Company Net Income for the immediately preceding calendar year. The Annual Performance Award Test shall be satisfied for a calendar year if (A) the Annual Net Income Target for the calendar year being measured is at least ten percent (10%) higher than the actual Company Net Income for the immediately preceding calendar year, and (B) the actual Company Net Income for the calendar year being measured equals or exceeds ninety-five percent (95%) of the Annual Net Income Target for the calendar year being measured. The “Performance Award Price” shall be equal to the closing sale price sum of Company common stock as reported on all the Nasdaq National Market on Enhabit Shares subject to all tranches of the respective Performance Award Date (or if where the respective Performance Award Date number of Enhabit Shares subject to each tranche is not a trading date for the Company common stock, on the immediately preceding trading date). Any Restricted Shares awarded pursuant to this subparagraph (iii) shall be immediately vested in full on the respective date such shares are awarded. (iv) Notwithstanding any provision in this paragraph (c) equal to the contraryproduct, all rounded up to the nearest whole number of the Restricted Shares that have not been previously vested shall immediately vest if Employee shall continue to be employed hereunder and shares for each such tranche, obtained by multiplying (A) Employee shall diethe number of Encompass Shares subject to such tranche of the corresponding Encompass Restricted Stock Award immediately prior to the Effective Time, by (B) Employee shall be subject to a “permanent disability” as described in Section 4(b) hereof, or (C) a Change of Control (as defined below) has occurred with respect to the Company. A “Change of Control” for purposes of this subparagraph (iv) shall have the same meaning as that term is given in the Stock PlanEnhabit Ratio.

Restricted Stock Awards. (a) Whenever the Committee deems it appropriate to grant a Restricted Stock Award, notice shall be given to the Participant stating the number of shares of Restricted Stock for which the Restricted Stock Award is granted and the terms and conditions to which the Restricted Stock Award is subject. This notice, when accepted in writing by the Participant shall become an award agreement between the Company and the Participant and certificates representing the shares shall be issued and delivered to the Participant. A Restricted Stock Award may be made by the Committee in its discretion without cash consideration. (b) Restricted Stock issued pursuant to the Plan shall be subject to the following restrictions: (i) The restricted shares of common stock of the Company awarded under this paragraph (c) (collectively, the “Restricted Shares”) shall be awarded pursuant to and, to the extent not expressly inconsistent herewith, governed Unless otherwise provided by the Company stock option and incentive compensation plan as in effect as Committee, Restricted Stock may not be sold, assigned, transferred or disposed of within a six-month period beginning on the effective date Date of the respective award (the “Stock Plan”). All grants described in this paragraph (c) shall be conditioned upon the approval of the shareholders of the Company at the annual shareholders’ meeting in 2008 of (A) an increase in the maximum number of shares that may be issued pursuant to awards under the Stock Plan, or (B) a new or amended plan authorizing grants of restricted shares of the Company. The number of Restricted Shares shall be adjusted in accordance with the terms of the Stock Plan for stock splits, stock dividends, recapitalizations and the like. Until and only to the extent the Restricted Shares shall vest as provided herein, all stock certificates evidencing the Restricted Shares owned by Employee shall be held by the Company for the benefit of Employee. As and to the extent any Restricted Shares shall vest as provided herein, the Company will promptly deliver certificates representing such vested shares to EmployeeGrant. (ii) Provided Employee None of such shares may be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered or disposed of until the restrictions on such shares shall continue have lapsed or shall have been removed pursuant to be employed hereunder, effective on July 15, 2008, the Company shall award to Employee 5,000 restricted shares of common stock of the Company. The restricted shares awarded as provided in the preceding sentence shall be referred to as the “Fixed Restricted Shares.” The Fixed Restricted Shares shall be subject to vesting as provided paragraph (d) or (e) below. Provided Employee shall continue to be employed hereunder, one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2009, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2010, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2011, and the final one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2012. (iii) Provided Employee shall continue If a Participant ceases to be employed hereunderby the Company or a Parent or Subsidiary of the Company, and further provided that the applicable Annual Performance Award Test Participant shall forfeit to the Company any shares of Restricted Stock, the restrictions on which shall not have lapsed or shall not have been removed pursuant to paragraph (as defined d) or (e) below) has been satisfied, on the Performance Award Date (as defined below) each year during the Term, commencing in 2009, the Company shall award to Employee that number of shares of common stock of the Company as is equal to $100,000 divided by the Performance Award Price (as defined below), with any fractional share resulting therefrom being rounded up to one whole share if 0.5 or more and eliminated if less than 0.5. For each year, the “Performance Award Date” shall be that date the Company files its Annual Report on Form 10-K with the Securities and Exchange Commission for the immediately preceding calendar year. Satisfaction of the “Annual Performance Award Test” shall be determined as of each Performance Award Date and measured based upon the Company Net Income for the immediately preceding calendar year. The Annual Performance Award Test shall be satisfied for a calendar year if (A) the Annual Net Income Target for the calendar year being measured is at least ten percent (10%) higher than the actual Company Net Income for the immediately preceding calendar year, and (B) the actual Company Net Income for the calendar year being measured equals or exceeds ninety-five percent (95%) of the Annual Net Income Target for the calendar year being measured. The “Performance Award Price” shall be equal to the closing sale price of Company common stock as reported on the Nasdaq National Market on the respective Performance Award Date (or if the respective Performance Award Date is not a trading date for the Company common stock, on the immediately preceding trading date). Any Restricted Shares awarded pursuant to this subparagraph (iii) shall be immediately vested in full on the respective date such shares are awardedParticipant ceases to be so employed. (ivc) Notwithstanding any provision Upon the acceptance by a Participant of a Restricted Stock Award, such Participant shall, subject to the restrictions set forth in this paragraph (cb) to above, have all the contrary, all rights of the Restricted Shares that have not been previously vested shall immediately vest if Employee shall continue to be employed hereunder and (A) Employee shall die, (B) Employee shall be subject to a “permanent disability” as described in Section 4(b) hereof, or (C) a Change of Control (as defined below) has occurred shareholder with respect to the Companyshares of Restricted Stock Award, including, but not limited to, the right to vote such shares of Restricted Stock and the right to receive all dividends and other distributions paid thereon. A “Certificates representing Restricted Stock shall bear a legend referring to the restrictions set forth in the Plan and the Participant's award agreement. (d) The Committee shall establish as to each Restricted Stock Award the terms and conditions upon which the restrictions set forth in paragraph (b) above shall lapse. Such terms and conditions may include, without limitation, the passage of time, the meeting of performance goals, the lapsing of such restrictions as a result of the Disability, death or retirement of the Participant, or the occurrence of a Change of Control” for purposes . (e) Notwithstanding the forfeiture provisions of this subparagraph paragraph (ivb)(iii) above, the Committee may at any time, in its sole discretion, accelerate the time at which any or all restrictions will lapse or remove any and all such restrictions. (f) Each Participant shall agree at the time his Restricted Stock Award is granted, and as a condition thereof, to pay to the Company, or make arrangements satisfactory to the Company regarding the payment to the Company of, the aggregate amount of any Federal, state or local taxes of any kind required by law to be withheld with respect to the shares of Restricted Stock subject to the Restricted Stock Award. Until such amount has been paid or arrangements satisfactory to the Company have been made, no stock certificate free of a legend reflecting the same meaning as that term is given restrictions set forth in paragraph (b) above shall be issued to such Participant. (g) The Company may place on any certificate representing Company Stock issued in connection with an Incentive Award any legend deemed desirable by the Stock PlanCompany's counsel to comply with Federal or state securities laws, and the Company may require a customary written indication of the Participant's investment intent.

Restricted Stock Awards. (i) The restricted shares of common stock of the Company awarded under this paragraph (c) (collectively, the “Restricted Shares”) shall be awarded pursuant to and, to the extent not expressly inconsistent herewith, governed by the Company stock option and incentive compensation plan as in effect as the effective date of the respective award (the “Stock Plan”). All grants described in this paragraph (c) shall be conditioned upon the approval of the shareholders of the Company at the annual shareholders’ meeting in 2008 of (A) an increase in the maximum number of shares that may be issued pursuant to awards under the Stock Plan, or (B) a new or amended plan authorizing grants of restricted shares of the Company. The number of Restricted Shares shall be adjusted in accordance with the terms of the Stock Plan for stock splits, stock dividends, recapitalizations and the like. Until and only to the extent the Restricted Shares shall vest as provided herein, all stock certificates evidencing the Restricted Shares owned by Employee shall be held by the Company for the benefit of Employee. As and to the extent any Restricted Shares shall vest as provided herein, the Company will promptly deliver certificates representing such vested shares to Employee. (ii) Provided Employee shall continue to be employed hereunder, effective on July 15, 2008, the Company shall award to Employee 5,000 restricted shares of common stock of the Company. The restricted shares awarded as provided in the preceding sentence shall be referred to as the “Fixed Restricted Shares.” The Fixed Restricted Shares shall be subject to vesting as provided below. Provided Employee shall continue to be employed hereunder, one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2009, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2010, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2011, and the final one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2012. (iii) Provided Employee shall continue to be employed hereunder, and further provided that the applicable Annual Performance Award Test (as defined below) has been satisfied, on the Performance Award Date (as defined below) each year during the Term, commencing in 2009, the Company shall award to Employee that number of shares of common stock of the Company as is equal to $100,000 divided by the Performance Award Price (as defined below), with any fractional share resulting therefrom being rounded up to one whole share if 0.5 or more and eliminated if less than 0.5. For each year, the “Performance Award Date” shall be that date the Company files its Annual Report on Form 10-K with the Securities and Exchange Commission for the immediately preceding calendar year. Satisfaction of the “Annual Performance Award Test” shall be determined as of each Performance Award Date and measured based upon the Company Net Income for the immediately preceding calendar year. The Annual Performance Award Test shall be satisfied for a calendar year if (A) the Annual Net Income Target for the calendar year being measured is at least ten percent (10%) higher than the actual Company Net Income for the immediately preceding calendar year, and (B) the actual Company Net Income for the calendar year being measured equals or exceeds ninety-five percent (95%) of the Annual Net Income Target for the calendar year being measured. The “Performance Award Price” shall be equal to the closing sale price of Company common stock as reported on the Nasdaq National Market on the respective Performance Award Date (or if the respective Performance Award Date is not a trading date for the Company common stock, on the immediately preceding trading date). Any Restricted Shares awarded pursuant to this subparagraph (iiiii) shall be immediately vested in full on the respective date such shares are awarded. (iviii) Notwithstanding any provision in this paragraph (c) to the contrary, all of the Restricted Shares that have not been previously vested shall immediately vest if Employee shall continue to be employed hereunder and (A) Employee shall die, (B) Employee shall be subject to a “permanent disability” as described in Section 4(b) hereof, or (C) a Change of Control (as defined below) has occurred with respect to the Company. A “Change of Control” for purposes of this subparagraph (iviii) shall have the same meaning as that term is given in the Stock Plan.

Restricted Stock Awards. (i) The restricted shares of common stock of the Company awarded under this paragraph (c) (collectively, the “Restricted Shares”) shall be awarded pursuant to and, to the extent not expressly inconsistent herewith, governed by the Company stock option and incentive compensation plan as in effect as the effective date of the respective award (the “Stock Plan”). All grants described in this paragraph (c) shall be conditioned upon the approval of the shareholders of the Company at the annual shareholders’ meeting in 2008 of (A) an increase in the maximum number of shares that may be issued pursuant to awards under the Stock Plan, or (B) a new or amended plan authorizing grants of restricted shares of the Company. The number of Restricted Shares shall be adjusted in accordance with the terms of the Stock Plan for stock splits, stock dividends, recapitalizations and the like. Until and only to the extent the Restricted Shares shall vest as provided herein, all stock certificates evidencing the Restricted Shares owned by Employee shall be held by the Company for the benefit of Employee. As and to the extent any Restricted Shares shall vest as provided herein, the Company will promptly deliver certificates representing such vested shares to Employee. (ii) Provided Effective on each of the Execution Date, and, provided Employee shall continue to be employed hereunder, effective on July 15, 2008, the Company shall award to Employee 5,000 restricted shares of common stock of the Company. The restricted shares awarded as provided in the preceding sentence shall be referred to as the “Fixed Restricted Shares.” The Fixed Restricted Shares shall be subject to vesting as provided below. Provided Employee shall continue to be employed hereunder, one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2009, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2010, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2011, and the final one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2012. (iii) Provided Employee shall continue to be employed hereunder, and further provided that the applicable Annual Performance Award Test (as defined below) has been satisfied, on the Performance Award Date (as defined below) last day of each year December during the Term, commencing in 2009with December 31, 2005 (each such date being herein referred to as an “Award Date”), the Company shall award to Employee that number of shares of common stock of the Company as is equal to $100,000 divided by the Performance Award Price (as defined below), with any fractional share resulting therefrom being rounded up to one whole share if 0.5 or more and eliminated if less than 0.5. For each year, The restricted shares awarded as provided in the “Performance Award Date” preceding sentence shall be that date the Company files its Annual Report on Form 10-K with the Securities and Exchange Commission for the immediately preceding calendar year. Satisfaction of collectively referred to as the “Annual Performance Restricted Shares.” The Award Test” shall be determined as of each Performance Award Date and measured based upon the Company Net Income for the immediately preceding calendar year. The Annual Performance Award Test shall be satisfied for a calendar year if (A) the Annual Net Income Target for the calendar year being measured is at least ten percent (10%) higher than the actual Company Net Income for the immediately preceding calendar year, and (B) the actual Company Net Income for the calendar year being measured equals or exceeds ninety-five percent (95%) of the Annual Net Income Target for the calendar year being measured. The “Performance Award Price” Price shall be equal to the closing sale price of Company common stock as reported on the Nasdaq National Market on the respective Performance Award Date (or if the respective Performance Award Date is not a trading date for the Company common stock, on the immediately preceding trading date). Any The Annual Restricted Shares shall be subject to vesting as provided below. Solely for purposes of determining the respective dates of vesting as provided in subparagraphs (A) and (B) below, the Annual Restricted Shares awarded pursuant to this subparagraph (iii) effective as of the Execution Date shall be immediately vested in full deemed to have been awarded on December 31, 2004. An amount equal to two-thirds (2/3) of the respective date such shares are awardedAnnual Restricted Shares shall be referred to as the “Annual Performance Restricted Shares” and an amount equal to one-third (1/3) of the Annual Restricted Shares shall be referred to as the “Annual Fixed Restricted Shares.” (ivA) Notwithstanding any provision in this paragraph (c) to the contrary, all of the Restricted Shares that have not been previously vested shall immediately vest if Provided Employee shall continue to be employed hereunder and provided the respective Trailing EBITDA Test has been satisfied, one-third (A1/3) Employee of the Annual Performance Restricted Shares shall dievest on March 15 immediately after the third (3rd) anniversary of the award of such Annual Performance Restricted Shares, an additional one-third (B1/3) Employee of the Annual Performance Restricted Shares shall be subject to a “permanent disability” as described in Section 4(bvest on March 15 immediately after the fourth (4th) hereofanniversary of the award of such Annual Performance Restricted Shares, or and the final one-third (C1/3) a Change of Control the Annual Performance Restricted Shares shall vest on March 15 immediately after the fifth (as defined below5th) has occurred with respect to anniversary of the Companyaward of such Annual Performance Restricted Shares. A “Change of Control” for For purposes of this subparagraph (ivA) the “Trailing EBITDA Test” shall have mean that the same meaning sum of the actual EBITDA for the three (3) calendar years immediately preceding the date upon which such vesting is tested equals or exceeds the Trailing EBITDA Threshold (as that term defined below). The “Trailing EBITDA Threshold” shall mean an amount equal to ninety percent (90%) of the sum of the Annual EBITDA Targets for the three (3) calendar years immediately preceding the date upon which such vesting is given in the Stock Plantested.

Restricted Stock Awards. (i) The restricted shares of common stock of the Company awarded under this paragraph (c) (collectivelyFollowing, and in connection with, the “Restricted Shares”) shall be awarded pursuant to and, to the extent not expressly inconsistent herewith, governed executive ----------------------- officer annual review by the Company stock option and incentive compensation plan as O&C Committee in effect as each year during the effective date of the respective award (the “Stock Plan”). All grants described in this paragraph (c) shall be conditioned upon the approval of the shareholders of the Company at the annual shareholders’ meeting in 2008 of (A) an increase in the maximum number of shares that may be issued pursuant to awards under the Stock PlanInitial Term, or (B) a new or amended plan authorizing grants of restricted shares of the Company. The number of Restricted Shares shall be adjusted in accordance with the terms of the Stock Plan for stock splits, stock dividends, recapitalizations and the like. Until and only to the extent the Restricted Shares shall vest as provided herein, all stock certificates evidencing the Restricted Shares owned by Employee shall be held by the Company for the benefit entitled to receive an award of Employee. As and to the extent any Restricted Shares shall vest as provided herein, the Company will promptly deliver certificates representing such vested shares to Employee. (ii) Provided Employee shall continue to be employed hereunder, effective on July 15, 2008, the Company shall award to Employee 5,000 restricted at least 40,000 shares of common restricted stock of under the CompanyLTICP. The restricted shares awarded as provided in the preceding sentence shall be referred to as the “Fixed Restricted Shares.” The Fixed Restricted Shares Each such award shall be subject to vesting as provided below. Provided Employee shall continue terms, conditions and restrictions comparable to be employed hereunder, one-fourth (1/4) those contained in contemporaneous awards granted to other executive officers of the Fixed Restricted Shares Company; except that each such award shall vest on June 1provide that retirement by Employee during the relevant performance period shall not cause or result in a forfeiture of any portion of such award and that, 2009in the event Employee retires, an additional one-fourth (1/4) all such awards which would otherwise forfeit upon Employee's retirement shall be paid at the time and in the amount they otherwise would have been paid in the absence of such retirement. In the event that no awards of restricted stock are made under the LTICP at one or more of the Fixed Restricted Shares shall vest on June 1, 2010, an additional oneabove-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2011, and the final one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2012. (iii) Provided Employee shall continue referenced times to be employed hereunder, and further provided that the applicable Annual Performance Award Test (as defined below) has been satisfied, on the Performance Award Date (as defined below) each year during the Term, commencing in 2009any other officer or key employee, the Company shall award shall, in lieu of awarding Employee restricted stock, grant to Employee at such time(s) an award of a type comparable to that number awarded to other officers of similar rank (but including a provision for the waiver of forfeiture upon Employee's retirement as described above) having a value reasonably comparable to an award of at least 40,000 shares of common restricted stock (taking into consideration performance criteria and vesting periods applicable to restricted stock awards heretofore granted under the LTICP, and assuming that performance goals and targets would have been attained so that 100% of the Company as is equal to $100,000 divided by restricted stock would have become payable). In the Performance Award Price (as defined below), with event that no awards of any fractional share resulting therefrom being rounded up to type are awarded under the LTICP at one whole share if 0.5 or more and eliminated if less than 0.5. For each year, the “Performance Award Date” shall be that date the Company files its Annual Report on Form 10-K with the Securities and Exchange Commission for the immediately preceding calendar year. Satisfaction of the “Annual Performance Award Test” shall above-referenced times, Employee will be determined as of each Performance Award Date and measured based upon the Company Net Income for the immediately preceding calendar year. The Annual Performance Award Test shall be satisfied for a calendar year if (Aentitled to receive at such time(s) the Annual Net Income Target for the calendar year being measured is at least ten percent (10%) higher than the actual Company Net Income for the immediately preceding calendar year, and (B) the actual Company Net Income for the calendar year being measured equals or exceeds ninety-five percent (95%) of the Annual Net Income Target for the calendar year being measured. The “Performance Award Price” shall be cash in an amount equal to the closing sale price present value of Company common an award of at least 40,000 shares of restricted stock as reported on (taking into consideration performance criteria and vesting periods applicable to restricted stock awards heretofore granted under the Nasdaq National Market on LTICP and assuming that performance goals and targets would have been attained so that 100% of the respective Performance Award Date (or if the respective Performance Award Date is not a trading date for the Company common stock, on the immediately preceding trading daterestricted stock would have become payable). Any Restricted Shares awarded pursuant to this subparagraph (iii) shall be immediately vested in full on the respective date such shares are awarded. (iv) Notwithstanding any provision The minimum share amount provided for in this paragraph (c) to the contrary, all of the Restricted Shares that have not been previously vested shall immediately vest if Employee shall continue to be employed hereunder and (A) Employee shall die, (B) Employee shall be subject to adjustment in the event of a “permanent disability” as described in Section 4(b) hereofstock split, reverse stock split, combination, share exchange or (C) a Change of Control (as defined below) has occurred with respect to other event affecting the Company. A “Change 's common stock so as to maintain the value of Control” for purposes of the benefit intended in this subparagraph (iv) shall have the same meaning as that term is given in the Stock Planparagraph.

Restricted Stock Awards. (iA) The restricted In connection with the execution of the Original Agreement, the REIT issued to the Executive awards of Restricted Stock (as defined in the Company’s 2011 Equity Incentive Award Plan (the “Incentive Plan”)), as follows: (1) an award of Restricted Stock with respect to ninety thousand (90,000) shares of the REIT’s common stock (the “Time Vesting Restricted Stock Award”); and (2) an award of Restricted Stock with respect to one hundred thirty-five thousand (135,000) shares of the REIT’s common stock (the “Performance Vesting Restricted Stock Award” and together with the Time Vesting Restricted Stock Award, the “Original Restricted Stock Awards"). (B) Each year during the Employment Period, the REIT shall issue to the Executive an additional award of Restricted Stock. It is the intention of the Company awarded under this paragraph that the annual Restricted Stock Awards, together with the Base Salary and Annual Bonus, will provide the Executive with total annual compensation at no less than the median of similarly-situated executive officers among the Company's current peer group for compensation purposes (cas determined based on the Executive's duties, authority and responsibilities (and not solely by reference to title) in the reasonable discretion of the Compensation Committee), and that each such annual Restricted Stock Award will have an aggregate value on the date of grant (at the target vesting level) of $600,000 (which amount may be increased or decreased by the Compensation Committee each year based on its consideration of such comparable peer group compensation data) (collectivelyeach, an "Annual Restricted Stock Award," and together with the Original Restricted Stock Awards, the "Restricted Stock Awards"). Subject to the Executive’s continued employment with the Company through each such date, the Annual Restricted Stock Awards shall vest based on the satisfaction by the REIT of performance objectives established by the Compensation Committee and such other conditions set forth in the applicable award agreement. (C) The terms and conditions of each Restricted Stock Award shall be set forth in separate award agreements in a form prescribed by the Company (the “Restricted SharesStock Award Agreements”), to be entered into by the Company and the Executive, which shall evidence the grant of the Restricted Stock Awards. (D) shall be awarded pursuant Immediately prior to anda Change in Control of the Company (as defined in the Incentive Plan), the Original Restricted Stock Awards shall, to the extent not expressly inconsistent herewithpreviously vested, governed by the Company stock option become fully vested and incentive compensation plan as in effect as the effective date of the respective award (the “Stock Plan”). All grants described in this paragraph (c) shall be conditioned upon the approval of the shareholders of the Company at the annual shareholders’ meeting in 2008 of (A) an increase in the maximum number of shares that may be issued pursuant to awards under the Stock Plan, or (B) a new or amended plan authorizing grants of restricted shares of the Company. The number of Restricted Shares shall be adjusted in accordance with the terms of the Stock Plan for stock splits, stock dividends, recapitalizations and the like. Until and only to the extent the Restricted Shares shall vest as provided herein, all stock certificates evidencing the Restricted Shares owned by Employee shall be held by the Company for the benefit of Employee. As and to the extent any Restricted Shares shall vest as provided herein, the Company will promptly deliver certificates representing such vested shares to Employeenonforfeitable. (ii) Provided Employee shall continue to be employed hereunder, effective on July 15, 2008, the Company shall award to Employee 5,000 restricted shares of common stock of the Company. The restricted shares awarded as provided in the preceding sentence shall be referred to as the “Fixed Restricted Shares.” The Fixed Restricted Shares shall be subject to vesting as provided below. Provided Employee shall continue to be employed hereunder, one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2009, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2010, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2011, and the final one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2012. (iii) Provided Employee shall continue to be employed hereunder, and further provided that the applicable Annual Performance Award Test (as defined below) has been satisfied, on the Performance Award Date (as defined below) each year during the Term, commencing in 2009, the Company shall award to Employee that number of shares of common stock of the Company as is equal to $100,000 divided by the Performance Award Price (as defined below), with any fractional share resulting therefrom being rounded up to one whole share if 0.5 or more and eliminated if less than 0.5. For each year, the “Performance Award Date” shall be that date the Company files its Annual Report on Form 10-K with the Securities and Exchange Commission for the immediately preceding calendar year. Satisfaction of the “Annual Performance Award Test” shall be determined as of each Performance Award Date and measured based upon the Company Net Income for the immediately preceding calendar year. The Annual Performance Award Test shall be satisfied for a calendar year if (A) the Annual Net Income Target for the calendar year being measured is at least ten percent (10%) higher than the actual Company Net Income for the immediately preceding calendar year, and (B) the actual Company Net Income for the calendar year being measured equals or exceeds ninety-five percent (95%) of the Annual Net Income Target for the calendar year being measured. The “Performance Award Price” shall be equal to the closing sale price of Company common stock as reported on the Nasdaq National Market on the respective Performance Award Date (or if the respective Performance Award Date is not a trading date for the Company common stock, on the immediately preceding trading date). Any Restricted Shares awarded pursuant to this subparagraph (iii) shall be immediately vested in full on the respective date such shares are awarded. (iv) Notwithstanding any provision in this paragraph (c) to the contrary, all of the Restricted Shares that have not been previously vested shall immediately vest if Employee shall continue to be employed hereunder and (A) Employee shall die, (B) Employee shall be subject to a “permanent disability” as described in Section 4(b) hereof, or (C) a Change of Control (as defined below) has occurred with respect to the Company. A “Change of Control” for purposes of this subparagraph (iv) shall have the same meaning as that term is given in the Stock Plan.

Restricted Stock Awards. (i) The restricted shares of common stock Pursuant to Section 7 of the Company awarded under this paragraph Texas Roadhouse, Inc. 2004 Equity Incentive Plan (cthe "Equity Incentive Plan") (collectivelyin place on the Effective Date, on January 7, 2008 the “Restricted Shares”) Executive shall be awarded pursuant granted a stock bonus award whereby the Executive has the conditional right to and, to the extent not expressly inconsistent herewith, governed by the Company stock option and incentive compensation plan as in effect as the effective date of the respective award (the “Stock Plan”). All grants described in this paragraph (c) shall be conditioned receive upon the approval of the shareholders of the Company at the annual shareholders’ meeting in 2008 of (A) an increase in the maximum number of shares that may be issued pursuant to awards under the Stock Plan, or (B) a new or amended plan authorizing grants of restricted vesting 75,000 shares of the Company. The number of 's Class A common stock ("Restricted Shares shall be adjusted in accordance with Stock Units"), provided this Agreement has been fully executed by both the terms of the Stock Plan for stock splits, stock dividends, recapitalizations Executive and the likeCompany. Until and only If it has not been fully executed by January 7, 2008, the Restricted Stock Units will be granted to the extent Executive on the Restricted Shares shall vest as provided herein, all stock certificates evidencing the Restricted Shares owned by Employee shall be held by the Company for the benefit of Employee. As and to the extent any Restricted Shares shall vest as provided herein, the Company will promptly deliver certificates representing such vested shares to Employeedate it is fully executed. (ii) Provided Employee The Restricted Stock Units shall continue vest in four equal installments as follows provided the Executive continues to be employed hereunder, effective on July 15, 2008, the Company shall award provide services to Employee 5,000 restricted shares of common stock of the Company. The restricted shares awarded , as provided in the preceding sentence Equity Incentive Plan, on such dates: January 7, 2009 18,750 shares January 7, 2010 18,750 shares January 7, 2011 18,750 shares January 7, 2012 18,750 shares The Restricted Stock Units award shall be referred to as the “Fixed Restricted Shares.” The Fixed Restricted Shares shall be subject to vesting evidenced by a separate stock bonus agreement as provided below. Provided Employee shall continue to be employed hereunder, one-fourth (1/4in Section 7(a) of the Fixed Restricted Shares Equity Incentive Plan and shall vest on June 1, 2009, an additional one-fourth (1/4incorporate by reference or otherwise the substance of the terms and conditions of Section 7(a) of the Fixed Restricted Shares shall vest on June 1, 2010, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2011, and the final one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2012Equity Incentive Plan. (iii) Provided Employee shall continue to be employed hereunder, and further provided that In the applicable Annual Performance Award Test event of a termination of Executive's Employment by the Company other than for Cause (as defined below) has been satisfied, on or in the Performance Award Date event of termination by Executive for Good Reason (as defined below) each year during the Term, commencing in 2009, the Company shall award to Employee that number of shares of common stock of the Company as is equal to $100,000 divided by the Performance Award Price (as defined below), with any fractional share resulting therefrom being rounded up to one whole share if 0.5 or more and eliminated if less than 0.5. For each year, the “Performance Award Date” shall be that date the Company files its Annual Report on Form 10-K with the Securities and Exchange Commission for the immediately preceding calendar year. Satisfaction of the “Annual Performance Award Test” shall be determined as of each Performance Award Date and measured based upon the Company Net Income for the immediately preceding calendar year. The Annual Performance Award Test shall be satisfied for a calendar year if (A) the Annual Net Income Target for the calendar year being measured is at least ten percent (10%) higher than the actual Company Net Income for the immediately preceding calendar year, and (B) the actual Company Net Income for the calendar year being measured equals or exceeds ninety-five percent (95%) of the Annual Net Income Target for the calendar year being measured. The “Performance Award Price” shall be equal to the closing sale price of Company common stock as reported on the Nasdaq National Market on the respective Performance Award Date (or if the respective Performance Award Date is not a trading date for the Company common stock, on the immediately preceding trading date). Any Restricted Shares awarded pursuant to this subparagraph (iii) shall be immediately vested in full on the respective date such shares are awarded. (iv) Notwithstanding any provision in this paragraph (c) to the contrary, all of the Restricted Shares that have not been previously vested shall immediately vest if Employee shall continue to be employed hereunder and (A) Employee shall die, (B) Employee shall be subject to a “permanent disability” as described in Section 4(b) hereof, or (C) 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 occurred entered into an agreement with respect to the Company. A “, the consummation of which will constitute a Change of Control” for purposes , and contingent upon Executive's execution of this subparagraph (iv) shall have the same meaning as that term is given a full release of claims in the manner set forth in with Section 10(h), the Restricted Stock PlanUnits and all other options or stock awards granted under any stock option and stock incentive plans of the Company that are outstanding as of the date of termination shall become immediately vested, and in the case of stock options, shall immediately become 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.

Restricted Stock Awards. 2.1 In order to induce the Executive to remain in the employ of PPL or an Affiliated Company, the Committee has authorized an award under Section 11 of the PPL Corporation Incentive Compensation Plan [for Key Employees] (ithe “Award”) The restricted to the Executive of _0,000 shares of common stock of the Company awarded under this paragraph Common Stock (c) (collectively, the “Restricted Shares”) shall be awarded with a restriction period that will lapse, unless the restrictions lapse sooner or later pursuant to andSection 2.2 or 2.3 of this Retention Agreement, on [_date______] (the “Lapse Date”), provided the Executive has remained in continuous employment with PPL or an Affiliated Company until such date. Such Award shall constitute a "retention agreement amount" in the Executive's Severance Agreement concerning change in control. 2.2 In the event of the Executive's death or Disability while in the employ of PPL or an Affiliated Company prior to the extent not expressly inconsistent herewithLapse Date, governed the Award will be prorated by multiplying the Company stock option and incentive compensation plan as in effect as amount of shares that would have been free of restriction at the effective Lapse Date by a fraction, the numerator of which will be the years of actual service of the Executive from the date of the respective award (Award up to the “Stock Plan”). All grants described in this paragraph (c) shall date of death or Disability, and the denominator of which will be conditioned upon the approval number of years of service the Executive would have had if the Executive had maintained active employment from the date of the shareholders Award until the Lapse Date. 2.3 The restrictions on the Award shall lapse and the Shares underlying the Award will become nonforfeitable if PPL has a "Change in Control," as defined in the Executive's Severance Agreement concerning change in control, and, on or subsequent to such "Change in Control," the Executive's employment is terminated involuntarily but not as a Termination for Cause. 2.4 As a condition of receiving the Award, the Executive shall agree in writing to notify PPL within 30 days of the Company at date of execution of this Retention Agreement whether the annual shareholders’ meeting in 2008 of (AExecutive has made an election under Section 83(b) an increase in the maximum number of shares that may be issued pursuant to awards under the Stock Plan, or (B) a new or amended plan authorizing grants of restricted shares of the CompanyCode to report the value of the Shares as income on the date of the grant. The number An Award of Restricted Shares shall be adjusted in accordance with the terms of the Stock Plan for stock splits, stock dividends, recapitalizations and the like. Until and only to the extent the Restricted Shares shall vest restricted as provided herein, all stock certificates evidencing the Restricted Shares owned by Employee shall be held by the Company for the benefit of Employee. As and to the extent any Restricted Shares shall vest as provided herein, the Company will promptly deliver certificates representing such vested shares to Employee. (ii) Provided Employee shall continue to be employed hereunder, effective on July 15, 2008, the Company shall award to Employee 5,000 restricted shares of common stock of the Company. The restricted shares awarded as provided in the preceding sentence shall be referred to as the “Fixed Restricted Shares.” The Fixed Restricted Shares shall be subject to vesting as provided belowissued without the payment of consideration by the Executive. Provided Employee The certificates for the Shares shall continue to be employed hereunder, one-fourth (1/4) issued in the name of the Fixed Restricted Shares Executive to whom the Award is made, shall vest be retained by PPL on June 1, 2009, an additional one-fourth (1/4) behalf of the Fixed Restricted Shares Executive (together with a stock power endorsed in blank) and shall vest on June 1bear a restrictive legend prohibiting the sale, 2010transfer, an additional one-fourth (1/4) pledge or hypothecation of the Fixed Restricted Shares shall vest on June 1, 2011, until the Lapse Date. The Committee may also impose such other restrictions and the final one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2012. (iii) Provided Employee shall continue to be employed hereunder, and further provided that the applicable Annual Performance Award Test (as defined below) has been satisfied, conditions on the Performance Award Date (Shares as defined below) each year during it deems appropriate. On the TermLapse Date, commencing if all conditions in 2009this Retention Agreement have been met, the Company shall award to Employee that number of shares of common stock of the Company as is equal to $100,000 divided by the Performance Award Price (as defined below), with any fractional share resulting therefrom being rounded up to one whole share if 0.5 or more and eliminated if less than 0.5. For each year, the “Performance Award Date” shall be that date the Company files its Annual Report on Form 10-K with the Securities and Exchange Commission for the immediately preceding calendar year. Satisfaction of the “Annual Performance Award Test” shall be determined as of each Performance Award Date and measured based upon the Company Net Income for the immediately preceding calendar year. The Annual Performance Award Test shall be satisfied for a calendar year if (A) the Annual Net Income Target for the calendar year being measured is at least ten percent (10%) higher than the actual Company Net Income for the immediately preceding calendar year, and (B) the actual Company Net Income for the calendar year being measured equals or exceeds ninety-five percent (95%) of the Annual Net Income Target for the calendar year being measured. The “Performance Award Price” shall be equal to the closing sale price of Company common stock as reported all restrictions on the Nasdaq National Market on Award will expire and new certificates representing the respective Performance Award Date (or if Shares will be issued without the respective Performance Award Date is not a trading date for the Company common stock, on the immediately preceding trading date). Any Restricted Shares awarded pursuant to this subparagraph (iii) shall be immediately vested in full on the respective date such shares are awarded. (iv) Notwithstanding any provision in this paragraph (c) to the contrary, all of the Restricted Shares that have not been previously vested shall immediately vest if Employee shall continue to be employed hereunder and (A) Employee shall die, (B) Employee shall be subject to a “permanent disability” as restrictive legend described in Section 4(b5.11. As a condition precedent to the receipt of these new certificates, the Executive (or the Executive's designated beneficiary or personal representative) hereofwill agree to make payment to PPL or an Affiliated Company of the amount of any federal, state or (C) a Change of Control (as defined below) has occurred local taxes, payable by the Executive, which are required to be withheld by PPL or an Affiliated Company with respect to the Company. A “Change of Control” for purposes of this subparagraph (iv) shall have the same meaning as that term is given in the Stock PlanAward.

Restricted Stock Awards. (i) The i. Contemporaneously with the execution of this Agreement, the Executive has been granted a restricted stock award of 100,000 shares of the Company’s common stock (the “Initial Restricted Stock Award”) pursuant to the Company’s 2007 Long-Term Incentive Plan and subject to the terms and conditions of such Plan and of a restricted stock agreement, dated the date hereof, by the Company awarded and the Executive which shall be executed contemporaneously with the execution of this Agreement. The shares issued under this paragraph the Initial Restricted Stock Award (c) (collectively, the “Restricted Shares”) shall be awarded pursuant shall, subject to andpossible acceleration of vesting as otherwise provided herein, vest over a 5 year period with 25% of the Restricted Shares subject to the extent not expressly inconsistent herewith, governed by Initial Restricted Stock Award vesting on the Company stock option and incentive compensation plan as in effect as the effective date first anniversary of the respective award (the “Stock Plan”). All grants described in this paragraph (c) shall be conditioned upon the approval grant of the shareholders Initial Restricted Stock Award and the remainder vesting monthly on a pro-rata basis over the succeeding 48 months following the first anniversary such that 100% of the Company at the annual shareholders’ meeting in 2008 of (A) an increase in the maximum number of shares that may be issued pursuant to awards under the Stock Plan, or (B) a new or amended plan authorizing grants of restricted shares of the Company. The number of Restricted Shares shall be adjusted vested after 5 years from the grant date. All Restricted Shares (including any shares received by the Executive with respect to the Restricted Shares as a result of stock dividends, stock splits or any other form of recapitalization) shall be subject to (1) customary restrictions on ownership and transfer set forth in the restricted stock agreement and (2) the vesting requirements set forth in this Section 3(e); provided, however, that such vesting requirements shall be modified upon the termination of the Executive’s employment, other than in the event of Voluntary Termination or Termination for Cause, in accordance with Section 9 of this Agreement. ii. Except as provided herein and in the terms restricted stock agreement, the Executive shall have all rights of the Stock Plan for stock splits, stock dividends, recapitalizations and the like. Until and only a stockholders with respect to the extent the Restricted Shares including the right to receive dividends or other distributions and the right to vote the Restricted Shares provided that any such dividends or other distributions shall vest be retained by the Company unless and until the Restricted Shares in respect of which such dividends or other distributions were paid shall have vested. iii. During the period prior to the time that any particular Restricted Shares become vested and the restrictions thereon lapse, the Executive may not sell, transfer, pledge or otherwise encumber or dispose of the Restricted Shares and any attempted sale, transfer, pledge or other encumbrance or disposition (whether voluntary or involuntary) in violation of this Section shall be null and void. iv. The Compensation Committee shall appoint an executive officer of the Company or such other escrow holder who shall retain physical custody of the each certificate representing the Restricted Shares until the Restricted Shares have vested. Upon vesting of any Restricted Shares, the certificates evidencing such Restricted Shares shall be delivered promptly to the Executive. In the case of the Executive’s death, such certificates shall be delivered to the beneficiary designated in writing by the Executive pursuant to a form of designation provided by the Company, to the Executive’s legatee or to his personal representative as provided hereinthe case may be. Unless registered under the Securities Act of 1933, all stock as amended, certificates evidencing the Restricted Shares owned by Employee shall be held by bear the following legend: THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNLESS, IN THE OPINION OF COUNSEL FOR THE COMPANY, SUCH REGISTRATION IS NOT REQUIRED. v. The Company shall have the right, but not the obligation, to repurchase from the Executive, immediately upon the termination of the Executive’s employment if such termination is a Termination for the benefit of Employee. As and to the extent any Cause, such Restricted Shares shall vest as provided herein, the Company will promptly deliver certificates representing such are vested shares to Employee. (ii) Provided Employee shall continue to be employed hereunder, effective on July 15, 2008, the Company shall award to Employee 5,000 restricted shares of common stock of the Company. The restricted shares awarded as provided in the preceding sentence shall be referred to as the “Fixed Restricted Shares.” The Fixed Restricted Shares shall be subject to vesting as provided below. Provided Employee shall continue to be employed hereunder, one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2009, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2010, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2011, and the final one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2012. (iii) Provided Employee shall continue to be employed hereunder, and further provided that the applicable Annual Performance Award Test (as defined below) has been satisfied, on the Performance Award Date (as defined below) each year during the Term, commencing in 2009, the Company shall award to Employee that number date of shares of common stock of the Company as is equal to $100,000 divided by the Performance Award Price (as defined below), with any fractional termination at a cash price per share resulting therefrom being rounded up to one whole share if 0.5 or more and eliminated if less than 0.5. For each year, the “Performance Award Date” shall be that date the Company files its Annual Report on Form 10-K with the Securities and Exchange Commission for the immediately preceding calendar year. Satisfaction of the “Annual Performance Award Test” shall be determined as of each Performance Award Date and measured based upon the Company Net Income for the immediately preceding calendar year. The Annual Performance Award Test shall be satisfied for a calendar year if (A) the Annual Net Income Target for the calendar year being measured is at least ten percent (10%) higher than the actual Company Net Income for the immediately preceding calendar year, and (B) the actual Company Net Income for the calendar year being measured equals or exceeds ninety-five percent (95%) of the Annual Net Income Target for the calendar year being measured. The “Performance Award Price” shall be equal to the closing sale price fair market value of Company common stock as reported such Restricted Shares on the Nasdaq National Market on the respective Performance Award Date (or if the respective Performance Award Date is not a trading date for the Company common stock, on the immediately preceding trading date). Any Restricted Shares awarded pursuant to this subparagraph (iii) shall be immediately vested in full on the respective date such shares are awardedof termination. (iv) Notwithstanding any provision in this paragraph (c) vi. Additional future grants of restricted stock awards may be made to the contrary, all Executive at the discretion of the Restricted Shares that have not been previously vested shall immediately vest if Employee shall continue to be employed hereunder and (A) Employee shall die, (B) Employee shall be subject to a “permanent disability” as described in Section 4(b) hereof, or (C) a Change of Control (as defined below) has occurred with respect to the Company. A “Change of Control” for purposes of this subparagraph (iv) shall have the same meaning as that term is given in the Stock PlanCompensation Committee.

Restricted Stock Awards. (i) The restricted shares of common stock of the Company awarded under this paragraph (c) (collectively, the “Restricted Shares”) shall be awarded pursuant to and, to the extent not expressly inconsistent herewith, governed by the Company stock option and incentive compensation plan as in effect as the effective date of the respective award (the “Stock Plan”). All grants described in this paragraph (c) shall be conditioned upon the approval of the shareholders of the Company at the annual shareholders’ meeting in 2008 of (A) an increase in the maximum number of shares that may be issued pursuant to awards under the Stock Plan, or (B) a new or amended plan authorizing grants of restricted shares of the Company. The number of Restricted Shares shall be adjusted in accordance with the terms of the Stock Plan for stock splits, stock dividends, recapitalizations and the like. Until and only to the extent the Restricted Shares shall vest as provided herein, all stock certificates evidencing the Restricted Shares owned by Employee shall be held by the Company for the benefit of Employee. As and to the extent any Restricted Shares shall vest as provided herein, the Company will promptly deliver certificates representing such vested shares to Employee. (ii) Provided Effective on each of the Execution Date, and, provided Employee shall continue to be employed hereunder, effective on July 15, 2008, the Company shall award to Employee 5,000 restricted shares of common stock of the Company. The restricted shares awarded as provided in the preceding sentence shall be referred to as the “Fixed Restricted Shares.” The Fixed Restricted Shares shall be subject to vesting as provided below. Provided Employee shall continue to be employed hereunder, one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2009, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2010, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2011, and the final one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2012. (iii) Provided Employee shall continue to be employed hereunder, and further provided that the applicable Annual Performance Award Test (as defined below) has been satisfied, on the Performance Award Date (as defined below) last day of each year December during the Term, commencing in 2009with December 31, 2005 (each such date being herein referred to as an “Award Date”), the Company shall award to Employee that number of shares of common stock of the Company as is equal to $100,000 150,000 divided by the Performance Award Price (as defined below), with any fractional share resulting therefrom being rounded up to one whole share if 0.5 or more and eliminated if less than 0.5. For each year, The restricted shares awarded as provided in the “Performance Award Date” preceding sentence shall be that date the Company files its Annual Report on Form 10-K with the Securities and Exchange Commission for the immediately preceding calendar year. Satisfaction of collectively referred to as the “Annual Performance Restricted Shares.” The Award Test” shall be determined as of each Performance Award Date and measured based upon the Company Net Income for the immediately preceding calendar year. The Annual Performance Award Test shall be satisfied for a calendar year if (A) the Annual Net Income Target for the calendar year being measured is at least ten percent (10%) higher than the actual Company Net Income for the immediately preceding calendar year, and (B) the actual Company Net Income for the calendar year being measured equals or exceeds ninety-five percent (95%) of the Annual Net Income Target for the calendar year being measured. The “Performance Award Price” Price shall be equal to the closing sale price of Company common stock as reported on the Nasdaq National Market on the respective Performance Award Date (or if the respective Performance Award Date is not a trading date for the Company common stock, on the immediately preceding trading date). Any The Annual Restricted Shares shall be subject to vesting as provided below. Solely for purposes of determining the respective dates of vesting as provided in subparagraphs (A) and (B) below, the Annual Restricted Shares awarded pursuant to this subparagraph (iii) effective as of the Execution Date shall be immediately vested in full deemed to have been awarded on December 31, 2004. An amount equal to two-thirds (2/3) of the respective date such shares are awardedAnnual Restricted Shares shall be referred to as the “Annual Performance Restricted Shares” and an amount equal to one-third (1/3) of the Annual Restricted Shares shall be referred to as the “Annual Fixed Restricted Shares.” (ivA) Notwithstanding any provision in this paragraph (c) to the contrary, all of the Restricted Shares that have not been previously vested shall immediately vest if Provided Employee shall continue to be employed hereunder and provided the respective Trailing EBITDA Test has been satisfied, one-third (A1/3) Employee of the Annual Performance Restricted Shares shall dievest on March 15 immediately after the third (3rd) anniversary of the award of such Annual Performance Restricted Shares, an additional one-third (B1/3) Employee of the Annual Performance Restricted Shares shall be subject to a “permanent disability” as described in Section 4(bvest on March 15 immediately after the fourth (4th) hereofanniversary of the award of such Annual Performance Restricted Shares, or and the final one-third (C1 3) a Change of Control the Annual Performance Restricted Shares shall vest on March 15 immediately after the fifth (as defined below5th) has occurred with respect to anniversary of the Companyaward of such Annual Performance Restricted Shares. A “Change of Control” for For purposes of this subparagraph (ivA) the “Trailing EBITDA Test” shall have mean that the same meaning sum of the actual EBITDA for the three (3) calendar years immediately preceding the date upon which such vesting is tested equals or exceeds the Trailing EBITDA Threshold (as that term defined below). The “Trailing EBITDA Threshold” shall mean an amount equal to ninety percent (90%) of the sum of the Annual EBITDA Targets for the three (3) calendar years immediately preceding the date upon which such vesting is given in the Stock Plantested.

Restricted Stock Awards. (i) The Wal-Mart and Associate acknowledge that Associate currently has unvested restricted stock grants representing 242,774 shares of Wal-Mart common stock (the “Unvested Restricted Stock Awards”) granted to him under the Wal-Mart Stores, Inc. Stock Incentive Plan of 1998, as amended January 15, 2004, and the Wal-Mart Stores, Inc. 1997 Restricted Stock Plan (collectively the “Plan”) and under the restricted stock awards (the “Awards”), as described on Exhibit B. The parties further acknowledge that, by their current terms, the Unvested Restricted Stock Awards expire upon Associate’s retirement from Wal-Mart. As additional consideration for this Agreement, and subject to the execution and delivery by Associate to Wal-Mart of the Company awarded under Mutual General Release described in Section 3 below and subject to the other terms and conditions of this paragraph (c) (collectivelyAgreement, the Plan and the Awards, Wal-Mart and Associate agree and acknowledge that the applicable terms of the Awards are hereby amended such that, as amended, the Awards shall, and hereafter do, provide as follows: (A) 186,407 shares of the Unvested Restricted Stock Awards (the “Restricted Non- Forfeited Shares”) shall not be awarded pursuant to andforfeited as a result of the Associate’s retirement from Wal-Mart, as set forth on Exhibit B hereto. 56,367 shares of the Unvested Restricted Stock Awards shall be forfeited as of the Retirement Date. (B) Subject to the extent not expressly inconsistent herewithprovisions of subparagraph (D) below, governed by the Company stock option and incentive compensation plan as in effect as the effective date of the respective award Non-Forfeited Shares shall vest over a five-year post-retirement period (the “Stock PlanPost-Retirement Vesting Period”). All grants described in this paragraph ) as follows: January 24, 2008 37,281 20 % January 24, 2009 37,281 20 % January 24, 2010 37,281 20 % January 24, 2011 37,281 20 % January 24, 2012 37,283 20 % (cC) As soon as practicable after each Vesting Date above, the number of corresponding Non-Forfeited Shares listed above as vesting on such Vesting Date (net of any such shares retained by Wal-Mart to satisfy federal or state withholding tax obligations) shall be conditioned upon the approval delivered to Associate free and clear of the shareholders of the Company at the annual shareholders’ meeting in 2008 of (A) an increase in the maximum number of shares that may be issued pursuant to awards under the Stock Plan, or (B) a new or amended plan authorizing grants of restricted shares of the Company. The number of Restricted Shares shall be adjusted in accordance with the terms of the Stock Plan for stock splits, stock dividends, recapitalizations and the like. Until and only to the extent the Restricted Shares shall vest as provided herein, all stock certificates evidencing the Restricted Shares owned by Employee shall be held by the Company for the benefit of Employee. As and to the extent any Restricted Shares shall vest as provided herein, the Company will promptly deliver certificates representing such vested shares to Employeerestrictions. (iiD) Provided Employee shall continue to be employed hereunder, effective on July 15, 2008, the Company shall award to Employee 5,000 restricted shares of common stock of the Company. The restricted shares awarded as provided in the preceding sentence shall be referred to as the “Fixed Restricted Shares.” The Fixed Restricted All unvested Non-Forfeited Shares shall be subject to vesting as provided below. Provided Employee shall continue to be employed hereunderimmediate forfeiture by Associate in the event Associate, one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2009, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2010, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2011, and the final one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2012.directly or indirectly: (iiii) Provided Employee shall continue to be owns, manages, operates, finances, joins, controls, advises, consults with, renders services to, has a current or future interest in, participates in the ownership, management, operation, financing, or control of, or becomes employed hereunderby or connected in any manner with, and further provided that the applicable Annual Performance Award Test (as defined below) has been satisfied, on the Performance Award Date (as defined below) each year during the Term, commencing in 2009, the Company shall award to Employee that number of shares of common stock of the Company as is equal to $100,000 divided by the Performance Award Price any Competing Business (as defined below); (ii) solicits for employment, with hires, or offers employment to, or otherwise aids or assists any fractional share resulting therefrom being rounded up to one whole share if 0.5 person or more and eliminated if less entity, other than 0.5. For each yearWal-Mart, the “Performance Award Date” shall be that date the Company files its Annual Report on Form 10subsidiaries or affiliates, in soliciting for employment, hiring, or offering employment to, any employee of Wal-K with the Securities and Exchange Commission for the immediately preceding calendar year. Satisfaction of the “Annual Performance Award Test” shall be determined as of each Performance Award Date and measured based upon the Company Net Income for the immediately preceding calendar year. The Annual Performance Award Test shall be satisfied for a calendar year if (A) the Annual Net Income Target for the calendar year being measured is at least ten percent (10%) higher than the actual Company Net Income for the immediately preceding calendar year, and (B) the actual Company Net Income for the calendar year being measured equals or exceeds ninety-five percent (95%) of the Annual Net Income Target for the calendar year being measured. The “Performance Award Price” shall be equal to the closing sale price of Company common stock as reported on the Nasdaq National Market on the respective Performance Award Date (or if the respective Performance Award Date is not a trading date for the Company common stock, on the immediately preceding trading date). Any Restricted Shares awarded pursuant to this subparagraph Mart; or (iii) shall be immediately vested in full on the respective date such shares are awarded. (iv) Notwithstanding breaches or otherwise fails to comply with any provision in this paragraph (c) to the contrary, all of the Restricted Shares that have not been previously vested shall immediately vest if Employee shall continue to be employed hereunder and (A) Employee shall diecovenants or agreements contained in or provided for under Sections 3, (B) Employee shall be subject to a “permanent disability” as described in Section 4(b) hereof4, 5 or (C) a Change of Control (as defined below) has occurred with respect to the Company. A “Change of Control” for purposes 6 of this subparagraph (iv) shall have the same meaning as that term is given in the Stock PlanAgreement.

Restricted Stock Awards. (i) The restricted shares of common stock of the Company awarded under this paragraph (c) (collectively, the “"Restricted Shares”") shall be awarded pursuant to and, to the extent not expressly inconsistent herewith, governed by the Company stock option and incentive compensation plan as in effect as the effective date of the respective award (the “"Stock Plan”"). All grants described in this paragraph (c) shall be conditioned upon the approval of the shareholders of the Company at the annual shareholders’ meeting in 2008 of (A) an increase in the maximum number of shares that may be issued pursuant to awards under the Stock Plan, or (B) a new or amended plan authorizing grants of restricted shares of the Company. The number of Restricted Shares shall be adjusted in accordance with the terms of the Stock Plan for stock splits, stock dividends, recapitalizations and the like. Until and only to the extent the Restricted Shares shall vest as provided herein, all stock certificates evidencing the Restricted Shares owned by Employee shall be held by the Company for the benefit of Employee. As and to the extent any Restricted Shares shall vest as provided herein, the Company will promptly deliver certificates representing such vested shares to Employee. (ii) Provided Effective on each of the Execution Date, and, provided Employee shall continue to be employed hereunder, effective on July 15, 2008, the Company shall award to Employee 5,000 restricted shares of common stock of the Company. The restricted shares awarded as provided in the preceding sentence shall be referred to as the “Fixed Restricted Shares.” The Fixed Restricted Shares shall be subject to vesting as provided below. Provided Employee shall continue to be employed hereunder, one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2009, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2010, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2011, and the final one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2012. (iii) Provided Employee shall continue to be employed hereunder, and further provided that the applicable Annual Performance Award Test (as defined below) has been satisfied, on the Performance Award Date (as defined below) last day of each year December during the Term, commencing in 2009with December 31, 2006 (each such date being herein referred to as an "Award Date"), the Company shall award to Employee that number of shares of common stock of the Company as is equal to $100,000 divided by the Performance Award Price (as defined below), with any fractional share resulting therefrom being rounded up to one whole share if 0.5 or more and eliminated if less than 0.5. For each year, The restricted shares awarded as provided in the “Performance Award Date” preceding sentence shall be that date collectively referred to as the Company files its "Annual Report on Form 10-K with the Securities and Exchange Commission for the immediately preceding calendar year. Satisfaction of the “Annual Performance Restricted Shares." The Award Test” shall be determined as of each Performance Award Date and measured based upon the Company Net Income for the immediately preceding calendar year. The Annual Performance Award Test shall be satisfied for a calendar year if (A) the Annual Net Income Target for the calendar year being measured is at least ten percent (10%) higher than the actual Company Net Income for the immediately preceding calendar year, and (B) the actual Company Net Income for the calendar year being measured equals or exceeds ninety-five percent (95%) of the Annual Net Income Target for the calendar year being measured. The “Performance Award Price” Price shall be equal to the closing sale price of Company common stock as reported on the Nasdaq National Market on the respective Performance Award Date (or if the respective Performance Award Date is not a trading date for the Company common stock, on the immediately preceding trading date). Any The Annual Restricted Shares shall be subject to vesting as provided below. Solely for purposes of determining the respective dates of vesting as provided in subparagraphs (A) and (B) below, the Annual Restricted Shares awarded pursuant to this subparagraph (iii) effective as of the Execution Date shall be immediately vested in full deemed to have been awarded on December 31, 2005. An amount equal to two-thirds (2/3) of the respective date such shares are awardedAnnual Restricted Shares shall be referred to as the "Annual Performance Restricted Shares" and an amount equal to one-third (1/3) of the Annual Restricted Shares shall be referred to as the "Annual Fixed Restricted Shares." (ivA) Notwithstanding any provision in this paragraph (c) to the contrary, all of the Restricted Shares that have not been previously vested shall immediately vest if Provided Employee shall continue to be employed hereunder and provided the respective Trailing EBITDA Test has been satisfied, one-third (A1/3) Employee of the Annual Performance Restricted Shares shall dievest on March 15 immediately after the third (3rd) anniversary of the award of such Annual Performance Restricted Shares, an additional one-third (B1/3) Employee of the Annual Performance Restricted Shares shall be subject to a “permanent disability” as described in Section 4(bvest on March 15 immediately after the fourth (4th) hereofanniversary of the award of such Annual Performance Restricted Shares, or and the final one-third (C1/3) a Change of Control the Annual Performance Restricted Shares shall vest on March 15 immediately after the fifth (as defined below5th) has occurred with respect to anniversary of the Companyaward of such Annual Performance Restricted Shares. A “Change of Control” for For purposes of this subparagraph (ivA) the "Trailing EBITDA Test" shall have mean that the same meaning sum of the actual EBITDA for the three (3) calendar years immediately preceding the date upon which such vesting is tested equals or exceeds the Trailing EBITDA Threshold (as that term defined below). The "Trailing EBITDA Threshold" shall mean an amount equal to ninety percent (90%) of the sum of the Annual EBITDA Targets for the three (3) calendar years immediately preceding the date upon which such vesting is given in the Stock Plantested.

Restricted Stock Awards. 11.1 The Committee is hereby authorized to award Shares of Restricted Stock to Employees and Directors. 11.2 Restricted Stock awards under the Plan will consist of Shares that are restricted against transfer, subject to forfeiture, and subject to such other terms and conditions intended to further the purposes of the Plan as may be determined by the Committee. The terms and conditions may provide, in the discretion of the Committee, for the vesting of such awards to be contingent upon the achievement of one or more Performance Goals. 11.3 Restricted Stock awards will be evidenced by Agreements containing provisions setting forth the terms and conditions governing such awards. Each such agreement will contain the following: (a) prohibitions against the sale, assignment, transfer, exchange, pledge, hypothecation, or other encumbrance of (i) The restricted shares the Shares awarded as Restricted Stock under the Plan, (ii) the right to vote the Shares, or (iii) the right to receive dividends thereon in each case during the restriction period applicable to the Shares; provided, however, that the Grantee will have all the other rights of common stock a shareholder including, but not limited to, the right to receive dividends and the right to vote the Shares; (b) at least one term, condition or restriction constituting a “substantial risk of forfeiture” as defined in Section 83(c) of the Company awarded under this paragraph Code; (c) such other terms, conditions and restrictions as the Committee in its discretion may specify (collectivelyincluding, without limitation, provisions creating additional substantial risks of forfeiture); (d) a requirement that each certificate representing Shares of Restricted Stock must be deposited with the Company, or its designee, and will bear the following legend: “Restricted Shares”) shall be awarded pursuant to and, This certificate and the shares of stock represented hereby are subject to the extent not expressly inconsistent herewith, governed by terms and conditions (including the Company stock option risks of forfeiture and incentive compensation plan as restrictions against transfer) contained in effect as THE KROGER CO. 2005 Long-Term Incentive Plan and an Agreement entered into between the effective date of the respective award (the “Stock Plan”). All grants described in this paragraph (c) shall registered owner and The Kroger Co. Release from such terms and conditions will be conditioned upon the approval of the shareholders of the Company at the annual shareholders’ meeting in 2008 of (A) an increase in the maximum number of shares that may be issued pursuant to awards under the Stock Plan, or (B) a new or amended plan authorizing grants of restricted shares of the Company. The number of Restricted Shares shall be adjusted made only in accordance with the terms provisions of the Stock Plan for stock splits, stock dividends, recapitalizations and the like. Until and only Agreement, a copy of each of which is on file in the office of the Secretary of The Kroger Co. (e) the applicable period or periods of any terms, conditions or restrictions applicable to the extent Restricted Stock, provided, however, that the Restricted Shares shall vest as provided herein, all stock certificates evidencing Committee in its discretion may accelerate the Restricted Shares owned by Employee shall be held by the Company for the benefit of Employee. As and to the extent any Restricted Shares shall vest as provided herein, the Company will promptly deliver certificates representing such vested shares to Employee. (ii) Provided Employee shall continue to be employed hereunder, effective on July 15, 2008, the Company shall award to Employee 5,000 restricted shares of common stock expiration of the Company. The restricted shares awarded as provided in the preceding sentence shall be referred applicable restriction period with respect to as the “Fixed Restricted Shares.” The Fixed Restricted Shares shall be subject to vesting as provided below. Provided Employee shall continue to be employed hereunder, one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2009, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2010, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2011, and the final one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2012. (iii) Provided Employee shall continue to be employed hereunder, and further provided that the applicable Annual Performance Award Test (as defined below) has been satisfied, on the Performance Award Date (as defined below) each year during the Term, commencing in 2009, the Company shall award to Employee that number of shares of common stock of the Company as is equal to $100,000 divided by the Performance Award Price (as defined below), with any fractional share resulting therefrom being rounded up to one whole share if 0.5 part or more and eliminated if less than 0.5. For each year, the “Performance Award Date” shall be that date the Company files its Annual Report on Form 10-K with the Securities and Exchange Commission for the immediately preceding calendar year. Satisfaction of the “Annual Performance Award Test” shall be determined as of each Performance Award Date and measured based upon the Company Net Income for the immediately preceding calendar year. The Annual Performance Award Test shall be satisfied for a calendar year if (A) the Annual Net Income Target for the calendar year being measured is at least ten percent (10%) higher than the actual Company Net Income for the immediately preceding calendar year, and (B) the actual Company Net Income for the calendar year being measured equals or exceeds ninety-five percent (95%) of the Annual Net Income Target for the calendar year being measured. The “Performance Award Price” shall be equal to the closing sale price of Company common stock as reported on the Nasdaq National Market on the respective Performance Award Date (or if the respective Performance Award Date is not a trading date for the Company common stock, on the immediately preceding trading date). Any Restricted Shares awarded pursuant to this subparagraph (iii) shall be immediately vested in full on the respective date such shares are awarded. (iv) Notwithstanding any provision in this paragraph (c) to the contrary, all of the Restricted Shares that have not been previously vested shall immediately vest if Employee shall continue to be employed hereunder and (A) Employee shall die, (B) Employee shall be subject awarded to a “permanent disability” as described in Section 4(bGrantee; and (f) hereof, or (C) a Change the terms and conditions upon which any restrictions upon Shares of Control (as defined below) has occurred with respect Restricted Stock awarded under the Plan will lapse and new certificates free of the foregoing legend will be issued to the Grantee or his or her legal representative. 11.4 The Committee may include in an Agreement a requirement that in the event of a Grantee’s termination of employment for any reason prior to the lapse of restrictions, all Shares of Restricted Stock will be forfeited by the Grantee to the Company without payment of any consideration by the Company. A “Change , and neither the Grantee nor any successors, heirs, assigns or personal representatives of Control” for purposes the Grantee will thereafter have any further rights or interest in the Shares or certificates. 11.5 The maximum number of Shares of Restricted Stock that may be awarded to any Employee or Director under this subparagraph (iv) shall have the same meaning as that Plan during its term is given in the Stock Plan3,000,000 Shares.

Restricted Stock Awards. (i) The restricted shares of common stock of the Company awarded under this paragraph (c) (collectively2023 - 2025. On or before September 1, 2023, March 31, 2024 and March 31, 2025, the “Restricted Shares”) Board shall be awarded pursuant to andgrant, or shall have granted, to the extent not expressly inconsistent herewith, governed by the Company Executive restricted stock option and incentive compensation plan as in effect as the effective date of the respective award awards (the “Stock Plan”). All grants described in this paragraph (c2023 - 2025 RS Grants” respectively) shall be conditioned upon the approval of the shareholders of the Company at the annual shareholders’ meeting in 2008 of (A) an increase in the maximum number of shares that may be issued pursuant to awards under the Stock Plan, or (B) a new or amended plan authorizing grants of restricted shares of the Company. The number of Restricted Shares shall be adjusted in accordance with the terms of the Stock Plan for stock splits, stock dividends, recapitalizations and the like. Until and only to the extent the Restricted Shares shall vest as provided herein, all stock certificates evidencing the Restricted Shares owned by Employee shall be held by the Company for the benefit of Employee. As and to the extent any Restricted Shares shall vest as provided herein, the Company will promptly deliver certificates representing such vested shares to Employee. (ii) Provided Employee shall continue to be employed hereunder, effective on July 15, 2008, the Company shall award to Employee 5,000 restricted shares of common stock of the Company. The restricted shares awarded as provided in the preceding sentence shall be referred to as the “Fixed Restricted Shares.” The Fixed Restricted Shares shall be subject to vesting as provided below. Provided Employee shall continue to be employed hereunder, one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2009, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2010, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2011, and the final one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2012. (iii) Provided Employee shall continue to be employed hereunder, and further provided that the applicable Annual Performance Award Test (as defined below) has been satisfied, on the Performance Award Date (as defined below) each year during the Term, commencing in 2009, the Company shall award to Employee that number of shares of common stock determined by dividing (i) Three Million Five Hundred Thousand Dollars ($3,500,000) in the case of the Company as is equal to 2023 RS Gxxxx xxx (ii) One Million Five Hundred Thousand Dollars ($100,000 divided 1,500,000) in the case of the 2024 and 2025 RS Grants, respectively, by the Performance Award Price (as defined below), with any fractional closing market price of a share resulting therefrom being rounded up to one whole share if 0.5 or more and eliminated if less than 0.5. For each year, the “Performance Award Date” shall be that date the Company files its Annual Report on Form 10-K with the Securities and Exchange Commission for the immediately preceding calendar year. Satisfaction of the “Annual Performance Award Test” shall be determined as Company’s stock on the respective dates of each Performance Award Date and measured based upon the Company Net Income for the immediately preceding calendar year. The Annual Performance Award Test shall be satisfied for a calendar year if (A) the Annual Net Income Target for the calendar year being measured is at least ten percent (10%) higher than the actual Company Net Income for the immediately preceding calendar year, and (B) the actual Company Net Income for the calendar year being measured equals or exceeds ninety-five percent (95%) of the Annual Net Income Target for the calendar year being measured. The “Performance Award Price” shall be equal to the closing sale price of Company common stock such grant as reported on the Nasdaq National Market on NASDAQ. The terms and conditions of the 2023-2025 RS Grants shall be set forth in the respective Performance Award Date Notices of Grant of Restricted Stock, Restricted Stock Agreements and the 2017 Equity Incentive Plan or successor plan (or if the respective Performance Award Date is not a trading date for the Company common stock, on the immediately preceding trading date“RS Documents”). Any Restricted Shares awarded pursuant Notwithstanding the foregoing, the Executive will become (i) 100 percent vested in the 2023 RS Gxxxx xx September 3, 2024; (ii) 50 percent vested in the 2024 RS Gxxxx xx each of the latest dates in open trading windows prior to this subparagraph March 31, 2025 and March 31, 2026, respectively, and (iii) shall be immediately 100 percent vested in full on the 2025 RS Gxxxx xx the latest date in an open trading window prior to March 31, 2026, in each case subject to Executive’s continued employment with the Company thru such respective date such shares are awarded. (iv) dates. Notwithstanding the foregoing and any other provision in of this paragraph (c) Employment Agreement to the contrary, all if Executive’s employment is terminated without Cause or for Good Reason or Executive is unable to perform Executive’s duties under Paragraph 2 as a result of Executive’s death or Disability, the Executive shall become vested in a portion of the Restricted Shares that have not been previously vested shall immediately vest if Employee shall continue shares awarded to be employed hereunder Executive under the respective 2023-2025 RS Grants (prorated on a daily basis), based on Executive’s continued employment during the periods beginning on the respective grant dates and (A) Employee shall die, (B) Employee shall be subject to ending on the respective vesting dates.” 6. Paragraph 4 of the Employment Agreement is hereby amended by adding a “permanent disability” as described in Section 4(b) hereof, or (C) a Change of Control (as defined below) has occurred with respect to the Company. A “Change of Control” for purposes of this new subparagraph (ivbb) shall have at the same meaning end thereof as that term is given in the Stock Plan.follows:

Restricted Stock Awards. (iA) The restricted In connection with the execution of the Original Agreement, the REIT issued to the Executive awards of Restricted Stock (as defined in the Company’s 2011 Equity Incentive Award Plan (the “Incentive Plan”)), as follows: (1) an award of Restricted Stock with respect to sixty-seven thousand five hundred (67,500) shares of the REIT’s common stock (the “Time Vesting Restricted Stock Award”); and (2) an award of Restricted Stock with respect to one hundred one thousand two hundred fifty (101,250) shares of the REIT’s common stock (the “Performance Vesting Restricted Stock Award” and together with the Time Vesting Restricted Stock Award, the “Original Restricted Stock Awards"). (B) Each year during the Employment Period, the REIT shall issue to the Executive an additional award of Restricted Stock. It is the intention of the Company awarded under this paragraph that the annual Restricted Stock Awards, together with the Base Salary and Annual Bonus, will provide the Executive with total annual compensation at no less than the median of similarly-situated executive officers among the Company's current peer group for compensation purposes (cas determined based on the Executive's duties, authority and responsibilities (and not solely by reference to title) in the reasonable discretion of the Compensation Committee), and that each such annual Restricted Stock Award will have an aggregate value on the date of grant (at the target vesting level) of $500,000 (which amount may be increased or decreased by the Compensation Committee each year based on its consideration of such comparable peer group compensation data) (collectivelyeach, an "Annual Restricted Stock Award," and together with the Original Restricted Stock Awards, the "Restricted Stock Awards"). Subject to the Executive’s continued employment with the Company through each such date, the Annual Restricted Stock Awards shall vest based on the satisfaction by the REIT of performance objectives established by the Compensation Committee and such other conditions set forth in the applicable award agreement. (C) The terms and conditions of each Restricted Stock Award shall be set forth in separate award agreements in a form prescribed by the Company (the “Restricted SharesStock Award Agreements”), to be entered into by the Company and the Executive, which shall evidence the grant of the Restricted Stock Awards. (D) shall be awarded pursuant Immediately prior to anda Change in Control of the Company (as defined in the Incentive Plan), the Original Restricted Stock Awards shall, to the extent not expressly inconsistent herewithpreviously vested, governed by the Company stock option become fully vested and incentive compensation plan as in effect as the effective date of the respective award (the “Stock Plan”). All grants described in this paragraph (c) shall be conditioned upon the approval of the shareholders of the Company at the annual shareholders’ meeting in 2008 of (A) an increase in the maximum number of shares that may be issued pursuant to awards under the Stock Plan, or (B) a new or amended plan authorizing grants of restricted shares of the Company. The number of Restricted Shares shall be adjusted in accordance with the terms of the Stock Plan for stock splits, stock dividends, recapitalizations and the like. Until and only to the extent the Restricted Shares shall vest as provided herein, all stock certificates evidencing the Restricted Shares owned by Employee shall be held by the Company for the benefit of Employee. As and to the extent any Restricted Shares shall vest as provided herein, the Company will promptly deliver certificates representing such vested shares to Employeenonforfeitable. (ii) Provided Employee shall continue to be employed hereunder, effective on July 15, 2008, the Company shall award to Employee 5,000 restricted shares of common stock of the Company. The restricted shares awarded as provided in the preceding sentence shall be referred to as the “Fixed Restricted Shares.” The Fixed Restricted Shares shall be subject to vesting as provided below. Provided Employee shall continue to be employed hereunder, one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2009, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2010, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2011, and the final one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2012. (iii) Provided Employee shall continue to be employed hereunder, and further provided that the applicable Annual Performance Award Test (as defined below) has been satisfied, on the Performance Award Date (as defined below) each year during the Term, commencing in 2009, the Company shall award to Employee that number of shares of common stock of the Company as is equal to $100,000 divided by the Performance Award Price (as defined below), with any fractional share resulting therefrom being rounded up to one whole share if 0.5 or more and eliminated if less than 0.5. For each year, the “Performance Award Date” shall be that date the Company files its Annual Report on Form 10-K with the Securities and Exchange Commission for the immediately preceding calendar year. Satisfaction of the “Annual Performance Award Test” shall be determined as of each Performance Award Date and measured based upon the Company Net Income for the immediately preceding calendar year. The Annual Performance Award Test shall be satisfied for a calendar year if (A) the Annual Net Income Target for the calendar year being measured is at least ten percent (10%) higher than the actual Company Net Income for the immediately preceding calendar year, and (B) the actual Company Net Income for the calendar year being measured equals or exceeds ninety-five percent (95%) of the Annual Net Income Target for the calendar year being measured. The “Performance Award Price” shall be equal to the closing sale price of Company common stock as reported on the Nasdaq National Market on the respective Performance Award Date (or if the respective Performance Award Date is not a trading date for the Company common stock, on the immediately preceding trading date). Any Restricted Shares awarded pursuant to this subparagraph (iii) shall be immediately vested in full on the respective date such shares are awarded. (iv) Notwithstanding any provision in this paragraph (c) to the contrary, all of the Restricted Shares that have not been previously vested shall immediately vest if Employee shall continue to be employed hereunder and (A) Employee shall die, (B) Employee shall be subject to a “permanent disability” as described in Section 4(b) hereof, or (C) a Change of Control (as defined below) has occurred with respect to the Company. A “Change of Control” for purposes of this subparagraph (iv) shall have the same meaning as that term is given in the Stock Plan.

Restricted Stock Awards. (i) The restricted shares of common stock Pursuant to Section 7 of the Company awarded under this paragraph Texas Roadhouse, Inc. 2004 Equity Incentive Plan (cthe "Equity Incentive Plan") (collectivelyin place on the Effective Date, on January 7, 2008 the “Restricted Shares”) Executive shall be awarded pursuant granted a stock bonus award whereby the Executive has the conditional right to and, to the extent not expressly inconsistent herewith, governed by the Company stock option and incentive compensation plan as in effect as the effective date of the respective award (the “Stock Plan”). All grants described in this paragraph (c) shall be conditioned receive upon the approval of the shareholders of the Company at the annual shareholders’ meeting in 2008 of (A) an increase in the maximum number of shares that may be issued pursuant to awards under the Stock Plan, or (B) a new or amended plan authorizing grants of restricted vesting 175,000 shares of the Company. The number of 's Class A common stock ("Restricted Shares shall be adjusted in accordance with Stock Units"), provided this Agreement has been fully executed by both the terms of the Stock Plan for stock splits, stock dividends, recapitalizations Executive and the likeCompany. Until and only If it has not been fully executed by January 7, 2008, the Restricted Stock Units will be granted to the extent Executive on the Restricted Shares shall vest as provided herein, all stock certificates evidencing the Restricted Shares owned by Employee shall be held by the Company for the benefit of Employee. As and to the extent any Restricted Shares shall vest as provided herein, the Company will promptly deliver certificates representing such vested shares to Employeedate it is fully executed. (ii) Provided Employee The Restricted Stock Units shall continue vest in four equal installments as follows provided the Executive continues to be employed hereunder, effective on July 15, 2008, the Company shall award provide services to Employee 5,000 restricted shares of common stock of the Company. The restricted shares awarded , as provided in the preceding sentence Equity Incentive Plan, on such dates: January 7, 2009 43,750 shares January 7, 2010 43,750 shares January 7, 2011 43,750 shares January 7, 2012 43,750 shares The Restricted Stock Units award shall be referred to as the “Fixed Restricted Shares.” The Fixed Restricted Shares shall be subject to vesting evidenced by a separate stock bonus agreement as provided below. Provided Employee shall continue to be employed hereunder, one-fourth (1/4in Section 7(a) of the Fixed Restricted Shares Equity Incentive Plan and shall vest on June 1, 2009, an additional one-fourth (1/4incorporate by reference or otherwise the substance of the terms and conditions of Section 7(a) of the Fixed Restricted Shares shall vest on June 1, 2010, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2011, and the final one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2012Equity Incentive Plan. (iii) Provided Employee shall continue to be employed hereunder, and further provided that In the applicable Annual Performance Award Test event of a termination of Executive's Employment by the Company other than for Cause (as defined below) has been satisfied, on or in the Performance Award Date event of termination by Executive for Good Reason (as defined below) each year during the Term, commencing in 2009, the Company shall award to Employee that number of shares of common stock of the Company as is equal to $100,000 divided by the Performance Award Price (as defined below), with any fractional share resulting therefrom being rounded up to one whole share if 0.5 or more and eliminated if less than 0.5. For each year, the “Performance Award Date” shall be that date the Company files its Annual Report on Form 10-K with the Securities and Exchange Commission for the immediately preceding calendar year. Satisfaction of the “Annual Performance Award Test” shall be determined as of each Performance Award Date and measured based upon the Company Net Income for the immediately preceding calendar year. The Annual Performance Award Test shall be satisfied for a calendar year if (A) the Annual Net Income Target for the calendar year being measured is at least ten percent (10%) higher than the actual Company Net Income for the immediately preceding calendar year, and (B) the actual Company Net Income for the calendar year being measured equals or exceeds ninety-five percent (95%) of the Annual Net Income Target for the calendar year being measured. The “Performance Award Price” shall be equal to the closing sale price of Company common stock as reported on the Nasdaq National Market on the respective Performance Award Date (or if the respective Performance Award Date is not a trading date for the Company common stock, on the immediately preceding trading date). Any Restricted Shares awarded pursuant to this subparagraph (iii) shall be immediately vested in full on the respective date such shares are awarded. (iv) Notwithstanding any provision in this paragraph (c) to the contrary, all of the Restricted Shares that have not been previously vested shall immediately vest if Employee shall continue to be employed hereunder and (A) Employee shall die, (B) Employee shall be subject to a “permanent disability” as described in Section 4(b) hereof, or (C) 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 occurred entered into an agreement with respect to the Company. A “, the consummation of which will constitute a Change of Control” for purposes , and contingent upon Executive's execution of this subparagraph (iv) shall have the same meaning as that term is given a full release of claims in the manner set forth in Section 10(h), the Restricted Stock PlanUnits and all other options or stock awards granted under any stock option and stock incentive plans of the Company that are outstanding as of the date of termination shall become immediately vested, and in the case of stock options, shall immediately become 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.

Restricted Stock Awards. (iA) The restricted In connection with the execution of the Original Agreement, the REIT issued to the Executive awards of Restricted Stock (as defined in the Company’s 2011 Equity Incentive Award Plan (the “Incentive Plan”)), as follows: (1) an award of Restricted Stock with respect to eighteen thousand (18,000) shares of the REIT’s common stock (the “Time Vesting Restricted Stock Award”); and (2) an award of Restricted Stock with respect to twenty-seven thousand (27,000) shares of the REIT’s common stock (the “Performance Vesting Restricted Stock Award” and together with the Time Vesting Restricted Stock Award, the “Original Restricted Stock Awards"). (B) Each year during the Employment Period, the REIT shall issue to the Executive an additional award of Restricted Stock. It is the intention of the Company awarded under this paragraph that the annual Restricted Stock Awards, together with the Base Salary and Annual Bonus, will provide the Executive with total annual compensation at no less than the median of similarly-situated executive officers among the Company's current peer group for compensation purposes (cas determined based on the Executive's duties, authority and responsibilities (and not solely by reference to title) in the reasonable discretion of the Compensation Committee), and that each such annual Restricted Stock Award will have an aggregate value on the date of grant (at the target vesting level) of $125,000 (which amount may be increased or decreased by the Compensation Committee each year based on its consideration of such comparable peer group compensation data) (collectivelyeach, an "Annual Restricted Stock Award," and together with the Original Restricted Stock Awards, the "Restricted Stock Awards"). Subject to the Executive’s continued employment with the Company through each such date, the Annual Restricted Stock Awards shall vest based on the satisfaction by the REIT of performance objectives established by the Compensation Committee and such other conditions set forth in the applicable award agreement. (C) The terms and conditions of each Restricted Stock Award shall be set forth in separate award agreements in a form prescribed by the Company (the “Restricted SharesStock Award Agreements”), to be entered into by the Company and the Executive, which shall evidence the grant of the Restricted Stock Awards. (D) shall be awarded pursuant Immediately prior to anda Change in Control of the Company (as defined in the Incentive Plan), the Original Restricted Stock Awards shall, to the extent not expressly inconsistent herewithpreviously vested, governed by the Company stock option become fully vested and incentive compensation plan as in effect as the effective date of the respective award (the “Stock Plan”). All grants described in this paragraph (c) shall be conditioned upon the approval of the shareholders of the Company at the annual shareholders’ meeting in 2008 of (A) an increase in the maximum number of shares that may be issued pursuant to awards under the Stock Plan, or (B) a new or amended plan authorizing grants of restricted shares of the Company. The number of Restricted Shares shall be adjusted in accordance with the terms of the Stock Plan for stock splits, stock dividends, recapitalizations and the like. Until and only to the extent the Restricted Shares shall vest as provided herein, all stock certificates evidencing the Restricted Shares owned by Employee shall be held by the Company for the benefit of Employee. As and to the extent any Restricted Shares shall vest as provided herein, the Company will promptly deliver certificates representing such vested shares to Employeenonforfeitable. (ii) Provided Employee shall continue to be employed hereunder, effective on July 15, 2008, the Company shall award to Employee 5,000 restricted shares of common stock of the Company. The restricted shares awarded as provided in the preceding sentence shall be referred to as the “Fixed Restricted Shares.” The Fixed Restricted Shares shall be subject to vesting as provided below. Provided Employee shall continue to be employed hereunder, one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2009, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2010, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2011, and the final one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2012. (iii) Provided Employee shall continue to be employed hereunder, and further provided that the applicable Annual Performance Award Test (as defined below) has been satisfied, on the Performance Award Date (as defined below) each year during the Term, commencing in 2009, the Company shall award to Employee that number of shares of common stock of the Company as is equal to $100,000 divided by the Performance Award Price (as defined below), with any fractional share resulting therefrom being rounded up to one whole share if 0.5 or more and eliminated if less than 0.5. For each year, the “Performance Award Date” shall be that date the Company files its Annual Report on Form 10-K with the Securities and Exchange Commission for the immediately preceding calendar year. Satisfaction of the “Annual Performance Award Test” shall be determined as of each Performance Award Date and measured based upon the Company Net Income for the immediately preceding calendar year. The Annual Performance Award Test shall be satisfied for a calendar year if (A) the Annual Net Income Target for the calendar year being measured is at least ten percent (10%) higher than the actual Company Net Income for the immediately preceding calendar year, and (B) the actual Company Net Income for the calendar year being measured equals or exceeds ninety-five percent (95%) of the Annual Net Income Target for the calendar year being measured. The “Performance Award Price” shall be equal to the closing sale price of Company common stock as reported on the Nasdaq National Market on the respective Performance Award Date (or if the respective Performance Award Date is not a trading date for the Company common stock, on the immediately preceding trading date). Any Restricted Shares awarded pursuant to this subparagraph (iii) shall be immediately vested in full on the respective date such shares are awarded. (iv) Notwithstanding any provision in this paragraph (c) to the contrary, all of the Restricted Shares that have not been previously vested shall immediately vest if Employee shall continue to be employed hereunder and (A) Employee shall die, (B) Employee shall be subject to a “permanent disability” as described in Section 4(b) hereof, or (C) a Change of Control (as defined below) has occurred with respect to the Company. A “Change of Control” for purposes of this subparagraph (iv) shall have the same meaning as that term is given in the Stock Plan.

Restricted Stock Awards. 8.1. Awards of Restricted Stock under this Plan shall consist of Shares that are restricted as to transfer, subject to forfeiture, and subject to such other terms and conditions as may be determined by the Committee. Such terms and conditions may provide, in the discretion of the Committee, for the lapse of such transfer restrictions or forfeiture provisions to be contingent upon the achievement of one or more specified Performance Goals. 8.2. Restricted Stock awards under this Plan shall be evidenced by Agreements specifying the terms and conditions of the Award. Each Agreement evidencing an Award of Restricted Stock shall, except to the extent otherwise determined by the Committee, contain the following: (a) prohibitions against the sale, assignment, transfer, exchange, pledge, hypothecation, or other encumbrance of (i) The restricted the Shares awarded as Restricted Stock, (ii) the right to vote the Shares, and (iii) the right to receive dividends thereon, in each case during, the restriction period applicable to the Shares; provided, however, that the Participant shall have all the other rights of a stockholder including without limitation the right to receive dividends and the right to vote the Shares; (b) a requirement that each certificate representing Restricted Stock shall be deposited with the Company, or its designee, and shall bear the following legend: "This certificate and the shares of common stock represented hereby are subject to the terms and conditions (including the risks of forfeiture and restrictions against transfer) contained in the Company awarded under this paragraph Xxxxxxxx.xxx, Inc. 2000 Stock Incentive Plan (c) (collectivelythe "Plan"), and an Agreement entered into between the “Restricted Shares”) registered owner and Xxxxxxxx.xxx, Inc. Release from such terms and conditions shall be awarded pursuant to and, to the extent not expressly inconsistent herewith, governed by the Company stock option and incentive compensation plan as in effect as the effective date of the respective award (the “Stock Plan”). All grants described in this paragraph (c) shall be conditioned upon the approval of the shareholders of the Company at the annual shareholders’ meeting in 2008 of (A) an increase in the maximum number of shares that may be issued pursuant to awards under the Stock Plan, or (B) a new or amended plan authorizing grants of restricted shares of the Company. The number of Restricted Shares shall be adjusted made only in accordance with the terms provisions of the Stock Plan for stock splits, stock dividends, recapitalizations and the like. Until and only to Agreement, a copy of each of which is on file in the extent the Restricted Shares shall vest as provided herein, all stock certificates evidencing the Restricted Shares owned by Employee shall be held by the Company for the benefit of Employee. As and to the extent any Restricted Shares shall vest as provided herein, the Company will promptly deliver certificates representing such vested shares to Employee. (ii) Provided Employee shall continue to be employed hereunder, effective on July 15, 2008, the Company shall award to Employee 5,000 restricted shares of common stock office of the Company. The restricted shares awarded as provided in the preceding sentence shall be referred to as the “Fixed Restricted Shares.” The Fixed Restricted Shares shall be subject to vesting as provided below. Provided Employee shall continue to be employed hereunderSecretary of Xxxxxxxx.xxx, one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2009, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2010, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2011, and the final one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2012.Inc." (iii) Provided Employee shall continue to be employed hereunder, and further provided that the applicable Annual Performance Award Test (as defined below) has been satisfied, on the Performance Award Date (as defined below) each year during the Term, commencing in 2009, the Company shall award to Employee that number of shares of common stock of the Company as is equal to $100,000 divided by the Performance Award Price (as defined below), with any fractional share resulting therefrom being rounded up to one whole share if 0.5 or more and eliminated if less than 0.5. For each year, the “Performance Award Date” shall be that date the Company files its Annual Report on Form 10-K with the Securities and Exchange Commission for the immediately preceding calendar year. Satisfaction of the “Annual Performance Award Test” shall be determined as of each Performance Award Date and measured based upon the Company Net Income for the immediately preceding calendar year. The Annual Performance Award Test shall be satisfied for a calendar year if (A) the Annual Net Income Target for the calendar year being measured is at least ten percent (10%) higher than the actual Company Net Income for the immediately preceding calendar year, and (B) the actual Company Net Income for the calendar year being measured equals or exceeds ninety-five percent (95%) of the Annual Net Income Target for the calendar year being measured. The “Performance Award Price” shall be equal to the closing sale price of Company common stock as reported on the Nasdaq National Market on the respective Performance Award Date (or if the respective Performance Award Date is not a trading date for the Company common stock, on the immediately preceding trading date). Any Restricted Shares awarded pursuant to this subparagraph (iii) shall be immediately vested in full on the respective date such shares are awarded. (iv) Notwithstanding any provision in this paragraph (c) the terms and conditions upon which any restrictions applicable to the contrary, all Restricted Stock shall lapse and new certificates free of the Restricted Shares that have not been previously vested shall immediately vest if Employee shall continue to be employed hereunder and (A) Employee shall die, (B) Employee foregoing legend shall be subject to a “permanent disability” as described in Section 4(b) hereof, or (C) a Change of Control (as defined below) has occurred with respect issued to the Company. A “Change Participant or the Participant's legal representative; and (d) such other terms, conditions and restrictions as the Committee in its discretion may specify, including without limitation terms that condition the lapse of Control” for purposes forfeiture provisions and transfer restrictions upon the achievement of this subparagraph (iv) shall have the same meaning as that term is given in the Stock Planone or more specified Performance Goals.

Restricted Stock Awards. (i) The restricted shares of common stock of the Company awarded under this paragraph (c) (collectively, the “Restricted Shares”) shall be awarded pursuant to and, to the extent not expressly inconsistent herewith, governed by the Company stock option and incentive compensation plan as in effect as the effective date of the respective award (the “Stock Plan”). All grants described in this paragraph (c) shall be conditioned upon the approval of the shareholders of the Company at the annual shareholders’ meeting in 2008 of (A) an increase in the maximum number of shares that may be issued pursuant to awards under the Stock Plan, or (B) a new or amended plan authorizing grants of restricted shares of the Company. The number of Restricted Shares shall be adjusted in accordance with the terms of the Stock Plan for stock splits, stock dividends, recapitalizations and the like. Until and only to the extent the Restricted Shares shall vest as provided herein, all stock certificates evidencing the Restricted Shares owned by Employee shall be held by the Company for the benefit of Employee. As and to the extent any Restricted Shares shall vest as provided herein, the Company will promptly deliver certificates representing such vested shares to Employee. (ii) Provided Employee shall continue to be employed hereunder, effective Effective on July 15, 2008the Execution Date, the Company shall award to Employee 5,000 restricted 9,000 shares of common stock of the Company. The restricted shares awarded as provided in the preceding sentence shall be referred to as the “Fixed Restricted Shares.” The Fixed Restricted Shares shall be , subject to vesting as provided belowbelow (the “Special Restricted Shares”). Provided Employee shall continue to be employed hereunder, one-fourth third (1/41/3) of the Fixed Special Restricted Shares shall vest on June 1December 31, 20092005, an additional one-fourth third (1/41/3) of the Fixed Special Restricted Shares shall vest on June 1December 31, 2010, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 20112006, and the final one-fourth third (1/41/3) of the Fixed Special Restricted Shares shall vest on June 1December 31, 20122007. (iii) Provided Effective on each of the Execution Date, and, provided Employee shall continue to be employed hereunder, and further provided that the applicable Annual Performance Award Test (as defined below) has been satisfied, on the Performance Award Date (as defined below) last day of each year December during the Term, commencing in 2009with December 31, 2005 (each such date being herein referred to as an “Award Date”), the Company shall award to Employee that number of shares of common stock of the Company as is equal to $100,000 200,000 divided by the Performance Award Price (as defined below), with any fractional share resulting therefrom being rounded up to one whole share if 0.5 or more and eliminated if less than 0.5. For each year, The restricted shares awarded as provided in the “Performance Award Date” preceding sentence shall be that date the Company files its Annual Report on Form 10-K with the Securities and Exchange Commission for the immediately preceding calendar year. Satisfaction of collectively referred to as the “Annual Performance Restricted Shares.” The Award Test” shall be determined as of each Performance Award Date and measured based upon the Company Net Income for the immediately preceding calendar year. The Annual Performance Award Test shall be satisfied for a calendar year if (A) the Annual Net Income Target for the calendar year being measured is at least ten percent (10%) higher than the actual Company Net Income for the immediately preceding calendar year, and (B) the actual Company Net Income for the calendar year being measured equals or exceeds ninety-five percent (95%) of the Annual Net Income Target for the calendar year being measured. The “Performance Award Price” Price shall be equal to the closing sale price of Company common stock as reported on the Nasdaq National Market on the respective Performance Award Date (or if the respective Performance Award Date is not a trading date for the Company common stock, on the immediately preceding trading date). Any The Annual Restricted Shares shall be subject to vesting as provided below. Solely for purposes of determining the respective dates of vesting as provided in subparagraphs (A) and (B) below, the Annual Restricted Shares awarded pursuant to this subparagraph (iii) effective as of the Execution Date shall be immediately vested in full deemed to have been awarded on December 31, 2004. An amount equal to two-thirds (2/3) of the respective date such shares are awardedAnnual Restricted Shares shall be referred to as the “Annual Performance Restricted Shares” and an amount equal to one-third (1/3) of the Annual Restricted Shares shall be referred to as the “Annual Fixed Restricted Shares.” (ivA) Notwithstanding any provision in this paragraph (c) to the contrary, all of the Restricted Shares that have not been previously vested shall immediately vest if Provided Employee shall continue to be employed hereunder and provided the respective Trailing EBITDA Test has been satisfied, one-third (A1/3) Employee of the Annual Performance Restricted Shares shall dievest on March 15 immediately after the third (3rd) anniversary of the award of such Annual Performance Restricted Shares, an additional one-third (B1/3) Employee of the Annual Performance Restricted Shares shall be subject to a “permanent disability” as described in Section 4(bvest on March 15 immediately after the fourth (4th) hereofanniversary of the award of such Annual Performance Restricted Shares, or and the final one-third (C1/3) a Change of Control the Annual Performance Restricted Shares shall vest on March 15 immediately after the fifth (as defined below5th) has occurred with respect to anniversary of the Company. A “Change award of Control” for purposes of this subparagraph (iv) shall have the same meaning as that term is given in the Stock Plan.such

Restricted Stock Awards. Employee and the Company acknowledge that Employee currently holds certain awards of restricted stock granted under Toreador Resources Corporation 2005 Long-Term Incentive Plan (the “Plan”), pursuant to the Employee Restricted Stock Awards granted on January 24, 2008, January 25, 2007, May 30, 2006, January 26, 2006, and November 7, 2005 (the “Restricted Stock Awards”). As of the Separation Date, (i) The restricted shares of common stock all of the Company awarded under this paragraph unvested shares (c4,000 shares) subject to the Employee Restricted Stock Award granted on January 24, 2008 and (collectivelyii) 1,000 of the unvested shares subject to the Employee Restricted Stock Award granted on January 25, the “Restricted Shares”) 2007 shall be awarded pursuant to andimmediately vested; provided, to the extent not expressly inconsistent herewithhowever, governed by that the Company stock option and incentive compensation plan as in effect as shall continue to hold such shares until the effective date of the respective award (the “Stock Plan”). All grants described in this paragraph (c) shall be conditioned upon the approval of the shareholders of the Company Effective Date, at the annual shareholders’ meeting in 2008 of (A) an increase in the maximum number of which time, unless such shares that may be issued pursuant to awards under the Stock Plan, or (B) a new or amended plan authorizing grants of restricted shares of the Company. The number of Restricted Shares shall be adjusted have been forfeited in accordance with the terms provisions of the Stock Plan for stock splits, stock dividends, recapitalizations and the like. Until and only to the extent the Restricted Shares shall vest as provided herein, all stock certificates evidencing the Restricted Shares owned by Employee shall be held by the Company for the benefit of Employee. As and to the extent any Restricted Shares shall vest as provided hereinthis Paragraph 2(d), the Company will promptly deliver certificates representing shall transfer such vested shares to Employee. (ii) Provided . Except as otherwise expressly provided in this Paragraph 2(d), all equity awards previously granted under the Plan by the Company to Employee and outstanding as of the Separation Date, including without limitation, any grants of restricted stock described in this Paragraph 2(d), shall continue to be employed hereundergoverned by the terms and conditions of the applicable award agreements and the Plan, effective on July 15including, 2008without limitation, the Company shall award to Employee 5,000 restricted shares any provisions providing for forfeiture of common stock such awards upon Employee’s termination of employment with the Company. The restricted shares awarded as provided Notwithstanding anything to the contrary contained herein, in the preceding sentence shall be referred event Employee does not consent to as the “Fixed Restricted Shares.” The Fixed Restricted Shares shall be subject to vesting as provided below. Provided Employee shall continue to be employed hereunder, one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2009, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2010, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2011, and the final one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2012. (iii) Provided Employee shall continue to be employed hereunder, and further provided that the applicable Annual Performance Award Test (as defined below) has been satisfied, on the Performance Award Date (as defined below) each year fulfill his obligations under this Agreement during the TermSeparation Period, commencing any Restricted Stock Awards that vested in 2009, the Company shall award to Employee that number of shares of common stock of the Company as is equal to $100,000 divided by the Performance Award Price (as defined below), accordance with any fractional share resulting therefrom being rounded up to one whole share if 0.5 or more and eliminated if less than 0.5. For each year, the “Performance Award Date” shall be that date the Company files its Annual Report on Form 10-K with the Securities and Exchange Commission for the immediately preceding calendar year. Satisfaction of the “Annual Performance Award Test” shall be determined as of each Performance Award Date and measured based upon the Company Net Income for the immediately preceding calendar year. The Annual Performance Award Test shall be satisfied for a calendar year if (A) the Annual Net Income Target for the calendar year being measured is at least ten percent (10%) higher than the actual Company Net Income for the immediately preceding calendar year, and (B) the actual Company Net Income for the calendar year being measured equals or exceeds ninety-five percent (95%) of the Annual Net Income Target for the calendar year being measured. The “Performance Award Price” shall be equal to the closing sale price of Company common stock as reported on the Nasdaq National Market on the respective Performance Award Date (or if the respective Performance Award Date is not a trading date for the Company common stock, on the immediately preceding trading date). Any Restricted Shares awarded pursuant to this subparagraph (iiiParagraph 2(d) shall be immediately vested in full on the respective date such shares are awardedforfeited and of no further force or effect. (iv) Notwithstanding any provision in this paragraph (c) to the contrary, all of the Restricted Shares that have not been previously vested shall immediately vest if Employee shall continue to be employed hereunder and (A) Employee shall die, (B) Employee shall be subject to a “permanent disability” as described in Section 4(b) hereof, or (C) a Change of Control (as defined below) has occurred with respect to the Company. A “Change of Control” for purposes of this subparagraph (iv) shall have the same meaning as that term is given in the Stock Plan.

Restricted Stock Awards. (i) The You have been granted rights to restricted shares of BPFH common stock under certain agreements between you and BPFH, each of which is entitled Xxxx X. Xxxxxxxx November 4, 2015 Restricted Stock Award Agreement, pursuant to the Boston Private Financial Holdings, Inc. 2009 Stock Option and Incentive Plan, consisting of the Company awarded under this paragraph following grants: two grants dated May 13, 2011 (ceach in the amount of 93,458 shares, subject to vesting) and other grants dated May 15, 2013 (collectively20,520 shares, the “Restricted Shares”subject to vesting), May 15, 2014 (16,345 shares, subject to vesting) shall be awarded pursuant and May 15, 2015 (16,058 shares, subject to and, to the extent not expressly inconsistent herewith, governed by the Company stock option and incentive compensation plan as in effect as the effective date of the respective award vesting) (the “Qualifying Time-Based Restricted Stock PlanAwards”). All grants described in this paragraph (c) You shall be conditioned upon the approval of the shareholders of the Company at the annual shareholders’ meeting in 2008 of (A) an increase in the maximum number of shares that may be issued pursuant to awards retain your existing rights under the Qualifying Time-Based Restricted Stock PlanAwards, or (B) a new or amended plan authorizing grants of restricted shares of the Company. The number of Restricted Shares shall be adjusted in accordance with subject to the terms of the Qualifying Time-Based Restricted Stock Plan for stock splitsAwards. In addition, stock dividends, recapitalizations subject to your continued employment to the Retirement Date and your continued compliance with Sections 4(c) and 5 of this Agreement and the like. Until and only to the extent the Restricted Shares Surviving Obligations, you shall vest with respect to a pro-rated portion of the grants in the Qualifying Time-Based Restricted Stock Awards that will not be fully vested as provided herein, all stock certificates evidencing of the Restricted Shares owned by Employee shall be held by Retirement Date and such vesting will occur on such date or dates as the Company for pro-rated portion of the benefit shares would have vested under the original grants of Employee. As and to the extent any Restricted Shares shall vest such shares as provided herein, the Company will promptly deliver certificates representing such vested shares to Employee. (ii) Provided Employee shall continue if you had continued to be employed hereunder, effective for the full period of the initial grants. The amount of such pro-rated portions shall be calculated based on July 15, 2008, the Company shall award to Employee 5,000 restricted shares number of common stock of days during the applicable vesting period that you were employed by the Company. The restricted For the avoidance of doubt, such additional pro-rated vesting consists of 14,185 shares awarded as provided in and 23,642 shares under the preceding sentence shall be referred to as the “Fixed two May 13, 2011 Qualifying Time-Based Restricted Shares.” The Fixed Restricted Shares shall be subject to vesting as provided below. Provided Employee shall continue to be employed hereunderStock Awards, one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2009, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2010, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2011respectively, and you will be fully vested on this portion on March 29, 2016;17,986 shares under the final oneMay 15, 2013 Qualifying Time-fourth (1/4) of Based Restricted Stock Award and you will be fully vested on this portion on May 15, 2016; 8,880 shares under the Fixed May 15, 2014 Qualifying Time-Based Restricted Shares shall vest Stock Award and you will be fully vested on June 1this portion on May 15, 20122017; and 3,372 shares under the May 15, 2015 Qualifying Time-Based Restricted Stock Award and you will be fully vested on this portion on May 15, 2018. (iii) Provided Employee shall continue to be employed hereunder, and further provided that the applicable Annual Performance Award Test (as defined below) has been satisfied, on the Performance Award Date (as defined below) each year during the Term, commencing in 2009, the Company shall award to Employee that number of shares of common stock of the Company as is equal to $100,000 divided by the Performance Award Price (as defined below), with any fractional share resulting therefrom being rounded up to one whole share if 0.5 or more and eliminated if less than 0.5. For each year, the “Performance Award Date” shall be that date the Company files its Annual Report on Form 10-K with the Securities and Exchange Commission for the immediately preceding calendar year. Satisfaction of the “Annual Performance Award Test” shall be determined as of each Performance Award Date and measured based upon the Company Net Income for the immediately preceding calendar year. The Annual Performance Award Test shall be satisfied for a calendar year if (A) the Annual Net Income Target for the calendar year being measured is at least ten percent (10%) higher than the actual Company Net Income for the immediately preceding calendar year, and (B) the actual Company Net Income for the calendar year being measured equals or exceeds ninety-five percent (95%) of the Annual Net Income Target for the calendar year being measured. The “Performance Award Price” shall be equal to the closing sale price of Company common stock as reported on the Nasdaq National Market on the respective Performance Award Date (or if the respective Performance Award Date is not a trading date for the Company common stock, on the immediately preceding trading date). Any Restricted Shares awarded pursuant to this subparagraph (iii) shall be immediately vested in full on the respective date such shares are awarded. (iv) Notwithstanding any provision in this paragraph (c) to the contrary, all of the Restricted Shares that have not been previously vested shall immediately vest if Employee shall continue to be employed hereunder and (A) Employee shall die, (B) Employee shall be subject to a “permanent disability” as described in Section 4(b) hereof, or (C) a Change of Control (as defined below) has occurred with respect to the Company. A “Change of Control” for purposes of this subparagraph (iv) shall have the same meaning as that term is given in the Stock Plan.

Restricted Stock Awards. The Employer agrees that the Executive shall be eligible to receive, in accordance in all material respects with applicable policies of the Employer relating to incentive compensation for the executive officers, an annual restricted stock award (each, an “Award”) as to such number of shares (the “Shares”), if any, as may be determined in the sole discretion of the Board. Any such discretionary Award shall be evidenced by a Restricted Stock Award Agreement between the Employer and the Executive in substantially the form thereof currently in use by the Employer. Each Award and the Restricted Stock Award Agreement shall have the following other principal terms: (i) The restricted shares the Shares subject to each Award shall become vested, and remain vested from and after the Effective Date, in three cumulative installments as follows: (A) the first installment, consisting of common stock one-third of the Company awarded under this paragraph (c) (collectivelyShares subject to each Award, shall become vested from and after the “Restricted Shares”) shall be awarded pursuant to and, to first anniversary of the extent not expressly inconsistent herewith, governed by the Company stock option and incentive compensation plan as in effect as the effective date of the respective award (the “Stock Plan”). All grants described in this paragraph (c) shall be conditioned upon the approval of the shareholders of the Company at the annual shareholders’ meeting in 2008 of (A) an increase in the maximum number of shares that may be issued pursuant to awards under the Stock Plan, or Award; (B) a new or amended plan authorizing grants the second installment, consisting of restricted shares an additional one-third of the Company. The number of Restricted Shares subject to each Award, shall be adjusted in accordance with become vested from and after the terms second anniversary of the Stock Plan for stock splitsdate of the Award; and (C) the third installment, stock dividendsconsisting of the remaining one-third of the Shares subject to each Award, recapitalizations shall become vested from and after the like. Until and only to third anniversary of the extent date of the Restricted Shares shall vest as provided herein, all stock certificates evidencing the Restricted Shares owned by Employee shall be held by the Company for the benefit of Employee. As and to the extent any Restricted Shares shall vest as provided herein, the Company will promptly deliver certificates representing such vested shares to Employee.Award; (ii) Provided Employee shall continue to be employed hereunderthe Shares, effective on July 15, 2008, the Company shall award to Employee 5,000 restricted and any other shares of the Employer’s common stock of held under prior or subsequent restricted stock Awards made to the Company. The restricted shares awarded as provided in the preceding sentence shall be referred to as the “Fixed Restricted Shares.” The Fixed Restricted Shares shall be subject to vesting as provided below. Provided Employee shall continue to be employed hereunder, one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2009, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2010, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2011, and the final one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2012. (iii) Provided Employee shall continue to be employed hereunder, and further provided that the applicable Annual Performance Award Test (as defined below) has been satisfied, on the Performance Award Date (as defined below) each year during the Term, commencing in 2009, the Company shall award to Employee that number of shares of common stock of the Company as is equal to $100,000 divided Executive by the Performance Award Price (as defined below)Employer, with any fractional share resulting therefrom being rounded up to one whole share if 0.5 or more and eliminated if less than 0.5. For each year, the “Performance Award Date” shall be that date the Company files its Annual Report on Form 10-K with the Securities and Exchange Commission for the immediately preceding calendar year. Satisfaction of the “Annual Performance Award Test” shall be determined as of each Performance Award Date and measured based upon the Company Net Income for the immediately preceding calendar year. The Annual Performance Award Test shall be satisfied for a calendar year if (A) the Annual Net Income Target for the calendar year being measured is at least ten percent (10%) higher than the actual Company Net Income for the immediately preceding calendar year, and (B) the actual Company Net Income for the calendar year being measured equals or exceeds ninety-five percent (95%) of the Annual Net Income Target for the calendar year being measured. The “Performance Award Price” shall be equal to the closing sale price of Company common stock as reported on the Nasdaq National Market on the respective Performance Award Date (or if the respective Performance Award Date is not a trading date for the Company common stock, on the immediately preceding trading date). Any Restricted Shares awarded pursuant to this subparagraph (iii) shall be become immediately vested in full on and shall remain vested in the respective date such shares are awarded. (iv) Notwithstanding any provision in this paragraph (c) to the contrary, all event of the Restricted Shares that have not been previously vested shall immediately vest if Employee shall continue to be employed hereunder and (A) Employee shall die, (B) Employee shall be subject to a “permanent disability” as described in Section 4(b) hereof, or (C) a Change of Control (as defined belowherein), (B) has occurred with respect a termination of the employment of the Executive by the Employer under this Agreement without Cause or (C) a termination of the employment of the Executive under this Agreement by the Executive for Good Reason; (iii) any unvested Shares shall revert to the Company. A “Change Employer immediately in the event of Control” a termination of the employment of the Executive under this Agreement by the Employer for purposes of this subparagraph Cause; and (iv) the Executive shall have the same meaning right by notice to the Employer to require that the Employer purchase from the Executive that number of vested shares of the Employer’s common stock at a price per share equal to the average closing price of the Employer’s common stock on the market on which the Employer’s common stock is principally traded for the 20 days preceding the Executive’s notice of purchase, as that term is given in necessary to provide the Stock PlanExecutive with sufficient funds to pay applicable federal and state income taxes resulting from the vesting of Shares under the Award.

Restricted Stock Awards. (i) The restricted shares of common stock of the Company awarded under this paragraph (c) (collectively, the “Restricted Shares”) shall be awarded pursuant to and, to the extent not expressly inconsistent herewith, governed by the Company stock option and incentive compensation plan as in effect as the effective date of the respective award (the “Stock Plan”). All grants described in this paragraph (c) shall be conditioned upon the approval of the shareholders of the Company at the annual shareholders’ meeting in 2008 of (A) an increase in the maximum number of shares that may be issued pursuant to awards under the Stock Plan, or (B) a new or amended plan authorizing grants of restricted shares of the Company. The number of Restricted Shares shall be adjusted in accordance with the terms of the Stock Plan for stock splits, stock dividends, recapitalizations and the like. Until and only to the extent the Restricted Shares shall vest as provided herein, all stock certificates evidencing the Restricted Shares owned by Employee shall be held by the Company for the benefit of Employee. As and to the extent any Restricted Shares shall vest as provided herein, the Company will promptly deliver certificates representing such vested shares to Employee. (ii) Provided Employee shall continue to be employed hereunder, effective on July 15, 2008, the Company shall award to Employee 5,000 restricted shares of common stock of the Company. The restricted shares awarded as provided in the preceding sentence shall be referred to as the “Fixed Restricted Shares.” The Fixed Restricted Shares shall be subject to vesting as provided below. Provided Employee shall continue to be employed hereunder, one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2009, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2010, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2011, and the final one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2012. (iii) Provided Employee shall continue to be employed hereunder, and further provided that the applicable Annual Performance Award Test (as defined below) has been satisfied, on the Performance Award Date (as defined below) each year during the Term, commencing in 2009, the Company shall award to Employee that number of shares of common stock of the Company as is equal to $100,000 divided by the Performance Award Price (as defined below), with any fractional share resulting therefrom being rounded up to one whole share if 0.5 or more and eliminated if less than 0.5. For each year, the “Performance Award Date” shall be that date the Company files its Annual Report on Form 10-K with the Securities and Exchange Commission for the immediately preceding calendar year. Satisfaction of the “Annual Performance Award Test” shall be determined as of each Performance Award Date and measured based upon the Company Net Income for the immediately preceding calendar year. The Annual Performance Award Test shall be satisfied for a calendar year if (A) the Annual Net Income Target for the calendar year being measured is at least ten percent (10%) higher than the actual Company Net Income for the immediately preceding calendar year, and (B) the actual Company Net Income for the calendar year being measured equals or exceeds ninety-five percent (95%) of the Annual Net Income Target for the calendar year being measured. The “Performance Award Price” shall be equal to the closing sale price of Company common stock as reported on the Nasdaq National Market on the respective Performance Award Date (or if the respective Performance Award Date is not a trading date for the Company common stock, on the immediately preceding trading date). Any Restricted Shares awarded pursuant to this subparagraph (iii) shall be immediately vested in full on the respective date such shares are awarded. (iv) Notwithstanding any provision in this paragraph (c) to the contrary, all of the Restricted Shares that have not been previously vested shall immediately vest if Employee shall continue to be employed hereunder and (A) Employee shall die, (B) Employee shall be subject to a “permanent disability” as described in Section 4(b) hereof, or (C) a Change of Control (as defined below) has occurred with respect to the Company. A “Change of Control” for purposes of this subparagraph (iv) shall have the same meaning as that term is given in the Stock Plan.Restricted

Restricted Stock Awards. The Executive shall be awarded shares of the Corporation's common stock, par value $.01 per share (i"Common Stock") that shall vest with the passage of time (the “Vesting Date”), subject to accelerated vesting for certain types of terminations as more particularly set forth in Section 6 of this Agreement. The awarded shares shall be restricted stock under the Corporation's 1992 Stock Option Plan (as amended from time to time in accordance with its terms, the "Stock Option Plan") and subject to the terms of separate restricted stock agreement which shall be executed by the Executive and the Corporation in substantially the form of Exhibit A hereto (the “Restricted Stock Agreement”). Such shares are referred to as "Restricted Stock" for purposes of this Agreement. In the event of any inconsistency between the Stock Option Plan and this Agreement, the Stock Option Plan shall govern. (a) The restricted Executive will receive 105,000 shares of common stock Restricted Stock as of the Company awarded under date the shareholders approve the incentive compensation components of this paragraph Agreement (the "Approval Date"), and such shares will vest in five equal proportions of 21,000 shares each on June 30, 2012, on June 30, 2013, on June 30, 2014, on June 30, 2015 and on June 30, 2016, unless vested sooner in accordance with this Agreement or the applicable Restricted Stock Agreement. (b) Additional Restricted Stock awards may be made by agreement of the Corporation and the Executive pursuant to a separate Restricted Stock Agreement in substantially the form of Exhibit A hereto which agreement shall include the requirements for vesting of each additional award of Restricted Stock. (c) (collectively, the “Restricted Shares”) shall be awarded pursuant to and, to the extent not expressly inconsistent herewith, governed by the Company stock option and incentive compensation plan as in effect as the effective date of the respective award (the “Stock Plan”). All grants described in this paragraph (c) shall be conditioned upon the approval of the shareholders of the Company at the annual shareholders’ meeting in 2008 of (A) an increase in the maximum The number of shares that may be issued pursuant subject to awards under the Stock Plan, or (B) a new or amended plan authorizing grants of restricted shares each of the Company. The number Restricted Stock awards set forth in this Agreement is specified as of Restricted Shares the date of this Agreement, and such numbers of shares shall be adjusted in accordance with the terms of the Stock Plan for stock splits, stock dividends, reclassifications, recapitalizations and the like. Until and only to the extent the Restricted Shares shall vest as provided herein, all stock certificates evidencing the Restricted Shares owned by Employee shall be held by the Company for the benefit of Employee. As and to the extent any Restricted Shares shall vest as provided herein, the Company will promptly deliver certificates representing such vested shares to Employee. (ii) Provided Employee shall continue to be employed hereunder, effective on July 15, 2008, the Company shall award to Employee 5,000 restricted shares of common stock similar events in respect of the Company. The restricted shares awarded as provided in Common Stock occurring after the preceding sentence shall be referred to as the “Fixed Restricted Shares.” The Fixed Restricted Shares shall be subject to vesting as provided below. Provided Employee shall continue to be employed hereunder, one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2009, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2010, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2011, and the final one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2012. (iii) Provided Employee shall continue to be employed hereunder, and further provided that the applicable Annual Performance Award Test (as defined below) has been satisfied, on the Performance Award Date (as defined below) each year during the Term, commencing in 2009, the Company shall award to Employee that number of shares of common stock of the Company as is equal to $100,000 divided by the Performance Award Price (as defined below), with any fractional share resulting therefrom being rounded up to one whole share if 0.5 or more and eliminated if less than 0.5. For each year, the “Performance Award Date” shall be that date the Company files its Annual Report on Form 10-K with the Securities and Exchange Commission for the immediately preceding calendar year. Satisfaction of the “Annual Performance Award Test” shall be determined as of each Performance Award Date and measured based upon the Company Net Income for the immediately preceding calendar year. The Annual Performance Award Test shall be satisfied for a calendar year if (A) the Annual Net Income Target for the calendar year being measured is at least ten percent (10%) higher than the actual Company Net Income for the immediately preceding calendar year, and (B) the actual Company Net Income for the calendar year being measured equals or exceeds ninety-five percent (95%) of the Annual Net Income Target for the calendar year being measured. The “Performance Award Price” shall be equal to the closing sale price of Company common stock as reported on the Nasdaq National Market on the respective Performance Award Date (or if the respective Performance Award Date is not a trading date for the Company common stock, on the immediately preceding trading date). Any Restricted Shares awarded pursuant to this subparagraph (iii) shall be immediately vested in full on the respective date such shares are awarded. (iv) Notwithstanding any provision in this paragraph (c) to the contrary, all of the Restricted Shares that have not been previously vested shall immediately vest if Employee shall continue to be employed hereunder and (A) Employee shall die, (B) Employee shall be subject to a “permanent disability” as described in Section 4(b) hereof, or (C) a Change of Control (as defined below) has occurred with respect to the Company. A “Change of Control” for purposes of this subparagraph (iv) shall have the same meaning as that term is given in the Stock PlanAgreement.

Restricted Stock Awards. In consideration of the Executive foregoing other business opportunities and agreeing to continue his employment with the Corporation to perform the services described in this Agreement, the Executive will be awarded the number of shares of common stock, par value $.05 per share of the Corporation (“restricted stock shares”) on the dates indicated below, if the Executive is still employed with the Corporation on that date, subject to (i) The restricted shares of common stock all of the Company awarded under this paragraph (c) (collectively, the “Restricted Shares”) shall be awarded pursuant to and, to the extent not expressly inconsistent herewith, governed by the Company stock option terms and incentive compensation plan as in effect as the effective date provisions of the respective award (the “Stock Plan”). All grants described in this paragraph (c) shall be conditioned upon the approval of the shareholders of the Company at the annual shareholders’ meeting in 2008 of (A) an increase in the maximum number of shares that may be issued pursuant to awards under the Stock Plan, or (B) a new or amended plan authorizing grants of restricted shares of the Company. The number of Restricted Shares shall be adjusted in accordance with the terms of the WGI 2010 Stock Plan for stock splits, stock dividends, recapitalizations and the like. Until and only to the extent the Restricted Shares shall vest as provided herein, all stock certificates evidencing the Restricted Shares owned by Employee shall be held by the Company for the benefit of Employee. As and to the extent any Restricted Shares shall vest as provided herein, the Company will promptly deliver certificates representing such vested shares to Employee. (ii) Provided Employee shall continue to be employed hereunder, effective on July 15, 2008, the Company shall award to Employee 5,000 restricted shares of common stock of the Company. The restricted shares awarded as provided in the preceding sentence shall be referred to as the “Fixed Restricted Shares.” The Fixed Restricted Shares shall be subject to vesting as provided below. Provided Employee shall continue to be employed hereunder, one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2009, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2010, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2011, and the final one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2012. (iii) Provided Employee shall continue to be employed hereunder, and further provided that the applicable Annual Performance Award Test (as defined below) has been satisfied, on and (ii) the Performance Executive’s execution and delivery of Restricted Stock Award Date (Agreements as defined below) each year during provided for under the Term, commencing in 2009, the Company shall award to Employee that number of shares of common stock terms of the Company as is equal to $100,000 divided by WGI 2010 Stock Plan: Date of Award Number of Restricted Stock Shares November 2011 50,000 March 2012 50,000 March 2013 50,000 March 2014 50,000 March 2015 50,000 At the Performance Award Price discretion of the Board and/or the Compensation Committee, such awards of restricted stock shares may be performance-based or time-based or a combination of performance-based and time-based (as defined belowexcept that the November 2011 award will be time-based). Each time-based award will vest one-third each at the end of the first, with any fractional share resulting therefrom being rounded up to one whole share if 0.5 or more second and eliminated if less than 0.5third years after the award date. For performance-based awards, if the performance criteria have been met, each year, the “Performance Award Date” shall be that date the Company files its Annual Report performance-based award will vest one-third on Form 10-K with the Securities and Exchange Commission for the immediately preceding calendar year. Satisfaction March 15 of the “Annual Performance Award Test” shall be determined as of year following the year in which the award is made and then one-third each Performance Award Date and measured based upon the Company Net Income for the immediately preceding calendar year. The Annual Performance Award Test shall be satisfied for a calendar year if (A) the Annual Net Income Target for the calendar year being measured is at least ten percent (10%) higher than the actual Company Net Income for the immediately preceding calendar year, and (B) the actual Company Net Income for the calendar year being measured equals or exceeds ninety-five percent (95%) on March 15 of the Annual Net Income Target for next two years thereafter. In the calendar year being measured. The “Performance Award Price” shall be equal to event the closing sale price Executive remains in the employ of Company common stock as reported on the Nasdaq National Market on Corporation throughout the respective Performance Award Date (or if the respective Performance Award Date entire Employment Period and, thereafter, there is not a trading date for the Company common stock, on the immediately preceding trading date). Any Restricted Shares awarded pursuant to this subparagraph (iii) shall be immediately vested in full on the respective date such shares are awarded. (iv) Notwithstanding any provision in this paragraph (c) to the contraryvoluntary Separation from Service, all of the Restricted Shares that have not been previously vested shall immediately vest if Employee shall restricted stock shares awarded prior to such Separation from Service under this Section 2.4 will continue to be employed hereunder held by the Executive and (A) Employee shall diewill vest on the dates set forth in this Section 2.4 without regard to such Separation from Service. In the event of any conflict between this Agreement and the Willbros Group, (B) Employee shall be subject to a “permanent disability” Inc. 2010 Stock and Incentive Compensation Plan, as described in Section 4(b) hereofamended by any subsequent duly authorized amendments, or any successor plan (C) a Change of Control (the “WGI 2010 Stock Plan”), or any award agreement entered into between WGI and the Executive thereunder, as defined below) has occurred with respect applied to the Company. A “Change of Control” for purposes of Executive, this subparagraph (iv) Agreement shall have the same meaning as that term is given in the Stock Plancontrol.

Restricted Stock Awards. (iA) The restricted In connection with the execution of the Original Agreement, the REIT issued to the Executive awards of Restricted Stock (as defined in the Company’s 2011 Equity Incentive Award Plan (the “Incentive Plan”)), as follows: (1) an award of Restricted Stock with respect to twenty-two thousand five hundred (22,500) shares of the REIT’s common stock (the “Time Vesting Restricted Stock Award”); and (2) an award of Restricted Stock with respect to thirty-three thousand seven hundred fifty (33,750) shares of the REIT’s common stock (the “Performance Vesting Restricted Stock Award” and together with the Time Vesting Restricted Stock Award, the “Original Restricted Stock Awards"). (B) Each year during the Employment Period, the REIT shall issue to the Executive an additional award of Restricted Stock. It is the intention of the Company awarded under this paragraph that the annual Restricted Stock Awards, together with the Base Salary and Annual Bonus, will provide the Executive with total annual compensation at no less than the median of similarly-situated executive officers among the Company's current peer group for compensation purposes (cas determined based on the Executive's duties, authority and responsibilities (and not solely by reference to title) in the reasonable discretion of the Compensation Committee), and that each such annual Restricted Stock Award will have an aggregate value on the date of grant (at the target vesting level) of $250,000 (which amount may be increased or decreased by the Compensation Committee each year based on its consideration of such comparable peer group compensation data) (collectivelyeach, an "Annual Restricted Stock Award," and together with the Original Restricted Stock Awards, the "Restricted Stock Awards"). Subject to the Executive’s continued employment with the Company through each such date, the Annual Restricted Stock Awards shall vest based on the satisfaction by the REIT of performance objectives established by the Compensation Committee and such other conditions set forth in the applicable award agreement. (C) The terms and conditions of each Restricted Stock Award shall be set forth in separate award agreements in a form prescribed by the Company (the “Restricted SharesStock Award Agreements”), to be entered into by the Company and the Executive, which shall evidence the grant of the Restricted Stock Awards. (D) shall be awarded pursuant Immediately prior to anda Change in Control of the Company (as defined in the Incentive Plan), the Original Restricted Stock Awards shall, to the extent not expressly inconsistent herewithpreviously vested, governed by the Company stock option become fully vested and incentive compensation plan as in effect as the effective date of the respective award (the “Stock Plan”). All grants described in this paragraph (c) shall be conditioned upon the approval of the shareholders of the Company at the annual shareholders’ meeting in 2008 of (A) an increase in the maximum number of shares that may be issued pursuant to awards under the Stock Plan, or (B) a new or amended plan authorizing grants of restricted shares of the Company. The number of Restricted Shares shall be adjusted in accordance with the terms of the Stock Plan for stock splits, stock dividends, recapitalizations and the like. Until and only to the extent the Restricted Shares shall vest as provided herein, all stock certificates evidencing the Restricted Shares owned by Employee shall be held by the Company for the benefit of Employee. As and to the extent any Restricted Shares shall vest as provided herein, the Company will promptly deliver certificates representing such vested shares to Employeenonforfeitable. (ii) Provided Employee shall continue to be employed hereunder, effective on July 15, 2008, the Company shall award to Employee 5,000 restricted shares of common stock of the Company. The restricted shares awarded as provided in the preceding sentence shall be referred to as the “Fixed Restricted Shares.” The Fixed Restricted Shares shall be subject to vesting as provided below. Provided Employee shall continue to be employed hereunder, one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2009, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2010, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2011, and the final one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2012. (iii) Provided Employee shall continue to be employed hereunder, and further provided that the applicable Annual Performance Award Test (as defined below) has been satisfied, on the Performance Award Date (as defined below) each year during the Term, commencing in 2009, the Company shall award to Employee that number of shares of common stock of the Company as is equal to $100,000 divided by the Performance Award Price (as defined below), with any fractional share resulting therefrom being rounded up to one whole share if 0.5 or more and eliminated if less than 0.5. For each year, the “Performance Award Date” shall be that date the Company files its Annual Report on Form 10-K with the Securities and Exchange Commission for the immediately preceding calendar year. Satisfaction of the “Annual Performance Award Test” shall be determined as of each Performance Award Date and measured based upon the Company Net Income for the immediately preceding calendar year. The Annual Performance Award Test shall be satisfied for a calendar year if (A) the Annual Net Income Target for the calendar year being measured is at least ten percent (10%) higher than the actual Company Net Income for the immediately preceding calendar year, and (B) the actual Company Net Income for the calendar year being measured equals or exceeds ninety-five percent (95%) of the Annual Net Income Target for the calendar year being measured. The “Performance Award Price” shall be equal to the closing sale price of Company common stock as reported on the Nasdaq National Market on the respective Performance Award Date (or if the respective Performance Award Date is not a trading date for the Company common stock, on the immediately preceding trading date). Any Restricted Shares awarded pursuant to this subparagraph (iii) shall be immediately vested in full on the respective date such shares are awarded. (iv) Notwithstanding any provision in this paragraph (c) to the contrary, all of the Restricted Shares that have not been previously vested shall immediately vest if Employee shall continue to be employed hereunder and (A) Employee shall die, (B) Employee shall be subject to a “permanent disability” as described in Section 4(b) hereof, or (C) a Change of Control (as defined below) has occurred with respect to the Company. A “Change of Control” for purposes of this subparagraph (iv) shall have the same meaning as that term is given in the Stock Plan.

Restricted Stock Awards. (i) The restricted shares of common stock Pursuant to Section 7 of the Company awarded under this paragraph Texas Roadhouse, Inc. 2004 Equity Incentive Plan (cthe "Equity Incentive Plan") (collectivelyin place on the Effective Date, on January 7, 2008 the “Restricted Shares”) Executive shall be awarded pursuant granted a stock bonus award whereby the Executive has the conditional right to and, to the extent not expressly inconsistent herewith, governed by the Company stock option and incentive compensation plan as in effect as the effective date of the respective award (the “Stock Plan”). All grants described in this paragraph (c) shall be conditioned receive upon the approval of the shareholders of the Company at the annual shareholders’ meeting in 2008 of (A) an increase in the maximum number of shares that may be issued pursuant to awards under the Stock Plan, or (B) a new or amended plan authorizing grants of restricted vesting 125,000 shares of the Company. The number of 's Class A common stock ("Restricted Shares shall be adjusted in accordance with Stock Units"), provided this Agreement has been fully executed by both the terms of the Stock Plan for stock splits, stock dividends, recapitalizations Executive and the likeCompany. Until and only If it has not been fully executed by January 7, 2008, the Restricted Stock Units will be granted to the extent Executive on the Restricted Shares shall vest as provided herein, all stock certificates evidencing the Restricted Shares owned by Employee shall be held by the Company for the benefit of Employee. As and to the extent any Restricted Shares shall vest as provided herein, the Company will promptly deliver certificates representing such vested shares to Employeedate it is fully executed. (ii) Provided Employee The Restricted Stock Units shall continue vest in four equal installments as follows provided the Executive continues to be employed hereunder, effective on July 15, 2008, the Company shall award provide services to Employee 5,000 restricted shares of common stock of the Company. The restricted shares awarded , as provided in the preceding sentence Equity Incentive Plan, on such dates: January 7, 2009 31,250 shares January 7, 2010 31,250 shares January 7, 2011 31,250 shares January 7, 2012 31,250 shares The Restricted Stock Units award shall be referred to as the “Fixed Restricted Shares.” The Fixed Restricted Shares shall be subject to vesting evidenced by a separate stock bonus agreement as provided below. Provided Employee shall continue to be employed hereunder, one-fourth (1/4in Section 7(a) of the Fixed Restricted Shares Equity Incentive Plan and shall vest on June 1, 2009, an additional one-fourth (1/4incorporate by reference or otherwise the substance of the terms and conditions of Section 7(a) of the Fixed Restricted Shares shall vest on June 1, 2010, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2011, and the final one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2012Equity Incentive Plan. (iii) Provided Employee shall continue to be employed hereunder, and further provided that In the applicable Annual Performance Award Test event of a termination of Executive's Employment by the Company other than for Cause (as defined below) has been satisfied, on or in the Performance Award Date event of termination by Executive for Good Reason (as defined below) each year during the Term, commencing in 2009, the Company shall award to Employee that number of shares of common stock of the Company as is equal to $100,000 divided by the Performance Award Price (as defined below), with any fractional share resulting therefrom being rounded up to one whole share if 0.5 or more and eliminated if less than 0.5. For each year, the “Performance Award Date” shall be that date the Company files its Annual Report on Form 10-K with the Securities and Exchange Commission for the immediately preceding calendar year. Satisfaction of the “Annual Performance Award Test” shall be determined as of each Performance Award Date and measured based upon the Company Net Income for the immediately preceding calendar year. The Annual Performance Award Test shall be satisfied for a calendar year if (A) the Annual Net Income Target for the calendar year being measured is at least ten percent (10%) higher than the actual Company Net Income for the immediately preceding calendar year, and (B) the actual Company Net Income for the calendar year being measured equals or exceeds ninety-five percent (95%) of the Annual Net Income Target for the calendar year being measured. The “Performance Award Price” shall be equal to the closing sale price of Company common stock as reported on the Nasdaq National Market on the respective Performance Award Date (or if the respective Performance Award Date is not a trading date for the Company common stock, on the immediately preceding trading date). Any Restricted Shares awarded pursuant to this subparagraph (iii) shall be immediately vested in full on the respective date such shares are awarded. (iv) Notwithstanding any provision in this paragraph (c) to the contrary, all of the Restricted Shares that have not been previously vested shall immediately vest if Employee shall continue to be employed hereunder and (A) Employee shall die, (B) Employee shall be subject to a “permanent disability” as described in Section 4(b) hereof, or (C) 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 occurred entered into an agreement with respect to the Company. A “, the consummation of which will constitute a Change of Control” for purposes , and contingent upon Executive's execution of this subparagraph (iv) shall have the same meaning as that term is given a full release of claims in the manner set forth in Section 10(h), the Restricted Stock PlanUnits and all other options or stock awards granted under any stock option and stock incentive plans of the Company that are outstanding as of the date of termination shall become immediately vested, and in the case of stock options, shall immediately become 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.

Restricted Stock Awards. (i) The restricted shares of common stock Pursuant to Section 7 of the Company awarded under this paragraph Texas Roadhouse, Inc. 2004 Equity Incentive Plan (cthe "Equity Incentive Plan") (collectivelyin place on the Effective Date, on January 7, 2008 the “Restricted Shares”) Executive shall be awarded pursuant granted a stock bonus award whereby the Executive has the conditional right to and, to the extent not expressly inconsistent herewith, governed by the Company stock option and incentive compensation plan as in effect as the effective date of the respective award (the “Stock Plan”). All grants described in this paragraph (c) shall be conditioned receive upon the approval of the shareholders of the Company at the annual shareholders’ meeting in 2008 of (A) an increase in the maximum number of shares that may be issued pursuant to awards under the Stock Plan, or (B) a new or amended plan authorizing grants of restricted vesting 240,000 shares of the Company. The number of 's Class A common stock ("Restricted Shares shall be adjusted in accordance with Stock Units"), provided this Agreement has been fully executed by both the terms of the Stock Plan for stock splits, stock dividends, recapitalizations Executive and the likeCompany. Until and only If it has not been fully executed by January 7, 2008, the Restricted Stock Units will be granted to the extent Executive on the Restricted Shares shall vest as provided herein, all stock certificates evidencing the Restricted Shares owned by Employee shall be held by the Company for the benefit of Employee. As and to the extent any Restricted Shares shall vest as provided herein, the Company will promptly deliver certificates representing such vested shares to Employeedate it is fully executed. (ii) Provided Employee The Restricted Stock Units shall continue vest in four equal installments as follows provided the Executive continues to be employed hereunder, effective on July 15, 2008, the Company shall award provide services to Employee 5,000 restricted shares of common stock of the Company. The restricted shares awarded , as provided in the preceding sentence Equity Incentive Plan, on such dates: January 7, 2009 60,000 shares January 7, 2010 60,000 shares January 7, 2011 60,000 shares January 7, 2012 60,000 shares The Restricted Stock Units award shall be referred to as the “Fixed Restricted Shares.” The Fixed Restricted Shares shall be subject to vesting evidenced by a separate stock bonus agreement as provided below. Provided Employee shall continue to be employed hereunder, one-fourth (1/4in Section 7(a) of the Fixed Restricted Shares Equity Incentive Plan and shall vest on June 1, 2009, an additional one-fourth (1/4incorporate by reference or otherwise the substance of the terms and conditions of Section 7(a) of the Fixed Restricted Shares shall vest on June 1, 2010, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2011, and the final one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2012Equity Incentive Plan. (iii) Provided Employee shall continue to be employed hereunder, and further provided that In the applicable Annual Performance Award Test event of a termination of Executive's Employment by the Company other than for Cause (as defined below) has been satisfied, on or in the Performance Award Date event of termination by Executive for Good Reason (as defined below) each year during the Term, commencing in 2009, the Company shall award to Employee that number of shares of common stock of the Company as is equal to $100,000 divided by the Performance Award Price (as defined below), with any fractional share resulting therefrom being rounded up to one whole share if 0.5 or more and eliminated if less than 0.5. For each year, the “Performance Award Date” shall be that date the Company files its Annual Report on Form 10-K with the Securities and Exchange Commission for the immediately preceding calendar year. Satisfaction of the “Annual Performance Award Test” shall be determined as of each Performance Award Date and measured based upon the Company Net Income for the immediately preceding calendar year. The Annual Performance Award Test shall be satisfied for a calendar year if (A) the Annual Net Income Target for the calendar year being measured is at least ten percent (10%) higher than the actual Company Net Income for the immediately preceding calendar year, and (B) the actual Company Net Income for the calendar year being measured equals or exceeds ninety-five percent (95%) of the Annual Net Income Target for the calendar year being measured. The “Performance Award Price” shall be equal to the closing sale price of Company common stock as reported on the Nasdaq National Market on the respective Performance Award Date (or if the respective Performance Award Date is not a trading date for the Company common stock, on the immediately preceding trading date). Any Restricted Shares awarded pursuant to this subparagraph (iii) shall be immediately vested in full on the respective date such shares are awarded. (iv) Notwithstanding any provision in this paragraph (c) to the contrary, all of the Restricted Shares that have not been previously vested shall immediately vest if Employee shall continue to be employed hereunder and (A) Employee shall die, (B) Employee shall be subject to a “permanent disability” as described in Section 4(b) hereof, or (C) 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 occurred entered into an agreement with respect to the Company. A “, the consummation of which will constitute a Change of Control” for purposes , and contingent upon Executive's execution of this subparagraph (iv) shall have the same meaning as that term is given a full release of claims in the manner set forth in Section 10(h), the Restricted Stock PlanUnits and all other options or stock awards granted under any stock option and stock incentive plans of the Company that are outstanding as of the date of termination shall become immediately vested, and in the case of stock options, shall immediately become 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.

Restricted Stock Awards. Employee and the Company acknowledge that Employee currently holds certain awards of restricted stock granted under Toreador Resources Corporation 2005 Long-Term Incentive Plan (the “Plan”), pursuant to the Employee Restricted Stock Awards granted on January 24, 2008, January 25, 2007, May 30, 2006, January 26, 2006, and November 7, 2005 (the “Restricted Stock Awards”). As of the Separation Date, (i) The restricted shares of common stock all of the Company awarded under this paragraph unvested shares (c3,000 shares) subject to the Employee Restricted Stock Award granted on January 24, 2008, and (collectivelyii) 4,000 of the unvested shares subject to the Employee Restricted Stock Award granted on January 25, the “Restricted Shares”) 2007 shall be awarded pursuant to andimmediately vested; provided, to the extent not expressly inconsistent herewithhowever, governed by that the Company stock option and incentive compensation plan as in effect as shall continue to hold such shares until the effective date of the respective award (the “Stock Plan”). All grants described in this paragraph (c) shall be conditioned upon the approval of the shareholders of the Company Effective Date, at the annual shareholders’ meeting in 2008 of (A) an increase in the maximum number of which time, unless such shares that may be issued pursuant to awards under the Stock Plan, or (B) a new or amended plan authorizing grants of restricted shares of the Company. The number of Restricted Shares shall be adjusted have been forfeited in accordance with the terms provisions of the Stock Plan for stock splits, stock dividends, recapitalizations and the like. Until and only to the extent the Restricted Shares shall vest as provided herein, all stock certificates evidencing the Restricted Shares owned by Employee shall be held by the Company for the benefit of Employee. As and to the extent any Restricted Shares shall vest as provided hereinthis Paragraph 2(d), the Company will promptly deliver certificates representing shall transfer such vested shares to Employee. (ii) Provided . Except as otherwise expressly provided in this Paragraph 2(d), all equity awards previously granted under the Plan by the Company to Employee and outstanding as of the Separation Date, including without limitation, any grants of restricted stock described in this Paragraph 2(d), shall continue to be employed hereundergoverned by the terms and conditions of the applicable award agreements and the Plan, effective on July 15including, 2008without limitation, the Company shall award to Employee 5,000 restricted shares any provisions providing for forfeiture of common stock such awards upon Employee’s termination of employment with the Company. The restricted shares awarded as provided Notwithstanding anything to the contrary contained herein, in the preceding sentence shall be referred event Employee does not consent to as the “Fixed Restricted Shares.” The Fixed Restricted Shares shall be subject to vesting as provided below. Provided Employee shall continue to be employed hereunder, one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2009, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2010, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2011, and the final one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2012. (iii) Provided Employee shall continue to be employed hereunder, and further provided that the applicable Annual Performance Award Test (as defined below) has been satisfied, on the Performance Award Date (as defined below) each year fulfill his obligations under this Agreement during the TermSeparation Period, commencing any Restricted Stock Awards that vested in 2009, the Company shall award to Employee that number of shares of common stock of the Company as is equal to $100,000 divided by the Performance Award Price (as defined below), accordance with any fractional share resulting therefrom being rounded up to one whole share if 0.5 or more and eliminated if less than 0.5. For each year, the “Performance Award Date” shall be that date the Company files its Annual Report on Form 10-K with the Securities and Exchange Commission for the immediately preceding calendar year. Satisfaction of the “Annual Performance Award Test” shall be determined as of each Performance Award Date and measured based upon the Company Net Income for the immediately preceding calendar year. The Annual Performance Award Test shall be satisfied for a calendar year if (A) the Annual Net Income Target for the calendar year being measured is at least ten percent (10%) higher than the actual Company Net Income for the immediately preceding calendar year, and (B) the actual Company Net Income for the calendar year being measured equals or exceeds ninety-five percent (95%) of the Annual Net Income Target for the calendar year being measured. The “Performance Award Price” shall be equal to the closing sale price of Company common stock as reported on the Nasdaq National Market on the respective Performance Award Date (or if the respective Performance Award Date is not a trading date for the Company common stock, on the immediately preceding trading date). Any Restricted Shares awarded pursuant to this subparagraph (iiiParagraph 2(d) shall be immediately vested in full on the respective date such shares are awardedforfeited and of no further force or effect. (iv) Notwithstanding any provision in this paragraph (c) to the contrary, all of the Restricted Shares that have not been previously vested shall immediately vest if Employee shall continue to be employed hereunder and (A) Employee shall die, (B) Employee shall be subject to a “permanent disability” as described in Section 4(b) hereof, or (C) a Change of Control (as defined below) has occurred with respect to the Company. A “Change of Control” for purposes of this subparagraph (iv) shall have the same meaning as that term is given in the Stock Plan.

Restricted Stock Awards. (i) The restricted shares No person shall have any discretion to select which Outside Directors shall receive Restricted Stock awards or to determine the number of common stock of the Company Shares to be covered by Restricted Stock awarded to Outside Directors; provided, however, that nothing in this Plan shall be construed to prevent an Outside Director from declining to receive a Restricted Stock award under this paragraph (c) (collectively, the “Restricted Shares”) shall be awarded pursuant to and, to the extent not expressly inconsistent herewith, governed by the Company stock option and incentive compensation plan as in effect as the effective date of the respective award (the “Stock Plan”). All grants described in this paragraph (c) shall be conditioned upon the approval of the shareholders of the Company at the annual shareholders’ meeting in 2008 of (A) an increase in the maximum number of shares that may be issued pursuant to awards under the Stock Plan, or (B) a new or amended plan authorizing grants of restricted shares of the Company. The number of Restricted Shares shall be adjusted in accordance with the terms of the Stock Plan for stock splits, stock dividends, recapitalizations and the like. Until and only to the extent the Restricted Shares shall vest as provided herein, all stock certificates evidencing the Restricted Shares owned by Employee shall be held by the Company for the benefit of Employee. As and to the extent any Restricted Shares shall vest as provided herein, the Company will promptly deliver certificates representing such vested shares to Employee. (ii) Provided Employee Each Outside Director shall continue to be employed hereunder, effective automatically receive a Restricted Stock award of 5,000 Shares of Common Stock (as adjusted in accordance with Section 11) on July 15, 2008, the Company shall award to Employee 5,000 restricted shares of common stock later of the Company. The restricted shares awarded as provided in effective date of this Plan or the preceding sentence shall be referred to as the “Fixed Restricted Shares.” The Fixed Restricted Shares shall be subject to vesting as provided below. Provided Employee shall continue to be employed hereunder, one-fourth date on which such person first becomes an Outside Director (1/4) of the Fixed Restricted Shares shall vest on June 1, 2009, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2010, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2011, and the final one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2012other than a person who previously was a Director). (iii) Provided Employee shall continue to be employed hereunder, and further provided that On the applicable Annual Performance Award Test (as defined below) has been satisfied, on the Performance Award Date (as defined below) first day of each fiscal year during the Term, commencing in 2009, the Company shall award to Employee that number of shares of common stock of the Company as is equal to $100,000 divided by occurring after the Performance Award Price effective date of this Plan, each Outside Director shall automatically receive a Restricted Stock award of 1,000 Shares (as defined belowadjusted in accordance with Section 11) (a "Subsequent Restricted Stock Award"), with any fractional share resulting therefrom being rounded up to one whole share if 0.5 or more provided that on the date of grant of each Subsequent Restricted Stock Award such person is an Outside Director; and eliminated if less than 0.5. For each year, provided further that sufficient shares are available under the “Performance Award Date” shall be that date the Company files its Annual Report on Form 10-K with the Securities and Exchange Commission Plan for the immediately preceding calendar year. Satisfaction grant of the “Annual Performance Award Test” shall be determined as of each Performance Award Date and measured based upon the Company Net Income for the immediately preceding calendar year. The Annual Performance Award Test shall be satisfied for a calendar year if (A) the Annual Net Income Target for the calendar year being measured is at least ten percent (10%) higher than the actual Company Net Income for the immediately preceding calendar year, and (B) the actual Company Net Income for the calendar year being measured equals or exceeds ninety-five percent (95%) of the Annual Net Income Target for the calendar year being measured. The “Performance Award Price” shall be equal to the closing sale price of Company common stock as reported on the Nasdaq National Market on the respective Performance Award Date (or if the respective Performance Award Date is not a trading date for the Company common stock, on the immediately preceding trading date). Any such Subsequent Restricted Shares awarded pursuant to this subparagraph (iii) shall be immediately vested in full on the respective date such shares are awardedStock Award. (iv) Notwithstanding any provision in this paragraph The terms of a Restricted Stock award granted hereunder shall be as follows: (c1) the purchase price shall be $.001 per Share (the par value of the Company's Common Stock); (2) Restricted Stock shall vest as to 33% of the aggregate number of Shares awarded on the first anniversary of the award date, as to an additional 33% of the aggregate number of Shares awarded on the second anniversary of the award date, and as to the contrary, all remaining 34% of the Restricted aggregate number of Shares that have not been previously vested shall immediately vest awarded on the third anniversary of the award date; provided that, if Employee shall continue to be employed hereunder an Outside Director's Continuous Status as a Director terminates as the result of the Director's death or total and (A) Employee shall die, (B) Employee shall be subject to a “permanent disability” as described in Section 4(b) hereof, or (C) a Change of Control disability (as defined belowin Section 22(c)(3) has occurred with respect to of the Company. A “Change Code), the Director's Restricted Stock shall become fully vested as of Control” for purposes the date of this subparagraph (iv) shall have death or termination as the same meaning as that term is given in the Stock Planresult of disability.

Restricted Stock Awards. The Equity Incentive Plan provides for the issuance of restricted Common Shares (i“Restricted Share Grants”) to the extent that such Common Shares are available thereunder. The restricted shares Executive shall be eligible to receive Restricted Share Grants as recommended by the Chief Executive Officer, subject to Compensation Committee review and approval. The Chief Executive Officer has recommended, subject to Compensation Committee approval, a Restricted Share Grant to the Executive in the target amount of common stock 35,000 Common Shares (the “Target Grant Amount”) that would be awarded in January 2006 (the “January 2006 Restricted Share Grant”) as follows: 50% of the Target Grant Amount would be awarded if the Executive is an employee of the Company on the date of grant; and the remaining 50% of the Target Grant Amount would be awarded under this paragraph (c) (collectivelyin the amount of 50% for Threshold Level performance, 100% for Target Level performance, and 135% for Maximum Level performance, upon the “achievement of the same levels of performance as used to determine the Executive’s Incentive Bonus. The vesting of the January 2006 Restricted Shares”) Share Grant, if awarded, and any other awards of Restricted Share Grants shall be awarded pursuant to and, to on the extent not expressly inconsistent herewith, governed by following terms: vesting commencing upon the Company stock option and incentive compensation plan as in effect as award of the Restricted Share Grant at the rate of 25% of the underlying Common Shares on the one-year anniversary of the effective date of the respective award (the “Stock Plan”). All grants described in this paragraph (c) shall be conditioned upon the approval of Common Shares as Restricted Share Grants and 6.25% of the shareholders underlying Common Shares on the last day of each fiscal quarter thereafter until fully vested; provided, however, that after a Restricted Share Grant has been awarded the Executive will be 100% vested and all restrictions will lapse upon (i) a Change in Control (as defined herein), (ii) a termination by the Company at the annual shareholders’ meeting in 2008 of without Cause (Aas defined herein), (iii) an increase in the maximum number of shares that may be issued pursuant to awards under the Stock Planhis death, (iv) his becoming Permanently Disabled (as defined herein), or (Bv) a new or amended plan authorizing grants the nonrenewal of restricted shares of this Agreement by the Company. The number If the Executive is terminated for Cause or if he voluntarily terminates his employment for any reason, the Company has the right to repurchase the unvested portion of any Restricted Shares shall be adjusted Share Grants that have been awarded in accordance with the terms of the Stock Plan for stock splitsEquity Incentive Plan. The Common Shares issued as Restricted Share Grants will have voting and dividend rights, stock dividendsand, recapitalizations and following the like. Until and only to the extent the Restricted Shares shall vest as provided hereinrestriction period, all stock certificates evidencing the Restricted Shares owned by Employee shall be held registered and fully transferable by the Company for the benefit of Employee. As and to the extent any Restricted Shares shall vest as provided herein, the Company will promptly deliver certificates representing such vested shares to EmployeeExecutive. (ii) Provided Employee shall continue to be employed hereunder, effective on July 15, 2008, the Company shall award to Employee 5,000 restricted shares of common stock of the Company. The restricted shares awarded as provided in the preceding sentence shall be referred to as the “Fixed Restricted Shares.” The Fixed Restricted Shares shall be subject to vesting as provided below. Provided Employee shall continue to be employed hereunder, one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2009, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2010, an additional one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2011, and the final one-fourth (1/4) of the Fixed Restricted Shares shall vest on June 1, 2012. (iii) Provided Employee shall continue to be employed hereunder, and further provided that the applicable Annual Performance Award Test (as defined below) has been satisfied, on the Performance Award Date (as defined below) each year during the Term, commencing in 2009, the Company shall award to Employee that number of shares of common stock of the Company as is equal to $100,000 divided by the Performance Award Price (as defined below), with any fractional share resulting therefrom being rounded up to one whole share if 0.5 or more and eliminated if less than 0.5. For each year, the “Performance Award Date” shall be that date the Company files its Annual Report on Form 10-K with the Securities and Exchange Commission for the immediately preceding calendar year. Satisfaction of the “Annual Performance Award Test” shall be determined as of each Performance Award Date and measured based upon the Company Net Income for the immediately preceding calendar year. The Annual Performance Award Test shall be satisfied for a calendar year if (A) the Annual Net Income Target for the calendar year being measured is at least ten percent (10%) higher than the actual Company Net Income for the immediately preceding calendar year, and (B) the actual Company Net Income for the calendar year being measured equals or exceeds ninety-five percent (95%) of the Annual Net Income Target for the calendar year being measured. The “Performance Award Price” shall be equal to the closing sale price of Company common stock as reported on the Nasdaq National Market on the respective Performance Award Date (or if the respective Performance Award Date is not a trading date for the Company common stock, on the immediately preceding trading date). Any Restricted Shares awarded pursuant to this subparagraph (iii) shall be immediately vested in full on the respective date such shares are awarded. (iv) Notwithstanding any provision in this paragraph (c) to the contrary, all of the Restricted Shares that have not been previously vested shall immediately vest if Employee shall continue to be employed hereunder and (A) Employee shall die, (B) Employee shall be subject to a “permanent disability” as described in Section 4(b) hereof, or (C) a Change of Control (as defined below) has occurred with respect to the Company. A “Change of Control” for purposes of this subparagraph (iv) shall have the same meaning as that term is given in the Stock Plan.