AMENDMENT TO OUTBACK STEAKHOUSE, INC. PARTNER EQUITY PLAN
Exhibit
10.7
AMENDMENT
TO OUTBACK STEAKHOUSE, INC.
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. Partner
Equity Plan (the “Plan”) as permitted by Section 7 of the Plan.
NOW
THEREFORE, the Plan is hereby amended effective immediately with respect to
all
accounts thereunder, as follows:
The
following Section 3.7 is hereby added after Section 3.6 of the Plan:
3.7 Effect
of the Merger.
Notwithstanding anything to the contrary in the Plan or otherwise, effective
as
of 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”), the
phantom shares of Company Stock credited to each Participant’s Account will
be
converted into an obligation to pay cash with a value equal to the product
of
(A) the “Merger Consideration” (as defined in the Merger Agreement) and (B) the
number of shares of Company Stock credited in such Account (the “Converted
Account”). From and after the Effective Time, the amounts credited to a
Participant’s Converted Account will be eligible to be invested by such
Participant in the investment alternatives available under the Partner Equity
Deferred Compensation Diversified Plan and, except for such administrative
changes as may be necessary to effectuate the foregoing, the Converted Account
will be administered in accordance with the payment schedule and consistent
with
the terms of the Plan.
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.
