AMENDMENT TO OUTBACK STEAKHOUSE, INC. DIRECTORS’ DEFERRED COMPENSATION AND STOCK PLAN
Exhibit
10.8
AMENDMENT
TO OUTBACK STEAKHOUSE, INC.
DIRECTORS’
DEFERRED COMPENSATION AND STOCK PLAN
WHEREAS,
in connection with the transactions contemplated by the Agreement and Plan
of
Merger among Kangaroo Holdings, Inc., Kangaroo Acquisition, Inc. and Outback
Steakhouse, Inc. (the “Company”), dated as of November 5, 2006 (the “Merger
Agreement”), the Board of Directors (the “Board”) and the Compensation Committee
of the Board of Directors (the “Committee”) have determined as required by the
Merger Agreement to amend and construe the Outback Steakhouse, Inc. Directors’
Deferred Compensation and Stock Plan (the “Plan”) as permitted by Section 8 of
the Plan and consistent with the Board’s and the Committee’s authority under
Section 2 of the Plan.
NOW
THEREFORE, the Plan is hereby amended effective immediately with respect to
all
accounts thereunder, as follows:
Section
5
of the Plan is hereby amended by adding the following at the end thereof:
Notwithstanding
anything to the contrary in the Plan or otherwise, at the “Effective Time” (as
defined in the Agreement
and Plan of Merger among Kangaroo Holdings, Inc., Kangaroo Acquisition, Inc.
and
the Corporation, dated as of November 5, 2006 (the “Merger Agreement”),
each
Share Unit credited to a Deferral Account shall be converted into the right
to
receive the “Merger Consideration” (as defined in the Merger Agreement) and
payments under the Plan shall be made immediately upon the Effective Time (it
being understood that the transactions contemplated by the Merger Agreement
will
constitute a “change in the ownership or effective control” of the Corporation
within the meaning of Section 409A of the Internal Revenue Code of 1986, as
amended).
Except
as
expressly modified hereby, the terms and provisions of the Plan shall remain
in
full force and effect. In the event the Merger Agreement is terminated in
accordance with its terms, this Amendment shall be void ab
initio
and of
no force and effect.
