AGREEMENT AND PLAN OF MERGER among KANGAROO HOLDINGS, INC., KANGAROO ACQUISITION, INC. and OSI RESTAURANT PARTNERS, INC. Dated as of November 5, 2006Agreement and Plan of Merger • November 6th, 2006 • Osi Restaurant Partners, Inc. • Retail-eating places • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of November 5, 2006 (this “Agreement”), among Kangaroo Holdings, Inc., a Delaware corporation (“Parent”), Kangaroo Acquisition, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and OSI Restaurant Partners, Inc., a Delaware corporation (the “Company”).
AMENDMENT TO OUTBACK STEAKHOUSE, INC. AMENDED AND RESTATED STOCK PLANOsi Restaurant Partners, Inc. • November 6th, 2006 • Retail-eating places
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. Amended and Restated Stock Plan (the “Plan”) as permitted by Section 7 of the Plan and consistent with the Board’s and the Committee’s authority under Section 2 of the Plan.
OSI RESTAURANT PARTNERS, INC. AmendmentRestricted Stock Agreement • November 6th, 2006 • Osi Restaurant Partners, Inc. • Retail-eating places
THIS AMENDMENT (this “Amendment”) is made and entered into effective this 5th day of November, 2006, by and between DIRK MONTGOMERY (“Employee” or “Grantee”) and OSI RESTAURANT PARTNERS, INC., a Delaware corporation (the “Company”).
AMENDMENT TO OUTBACK STEAKHOUSE, INC. DIRECTORS’ DEFERRED COMPENSATION AND STOCK PLANOsi Restaurant Partners, Inc. • November 6th, 2006 • Retail-eating places
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.
