0001193125-05-151470 Sample Contracts

CARROLS HOLDINGS CORPORATION STOCK AWARD AGREEMENT
Stock Award Agreement • July 28th, 2005 • Carrols Corp • Retail-eating places • New York

THIS AGREEMENT, dated as of May 3, 2005 is made by and between Carrols Holdings Corporation, a Delaware corporation (hereinafter called the “Company”) and «Name», (hereinafter referred to as the “Grantee”).

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2ND EXTENSION OF EMPLOYMENT AGREEMENT
Employment Agreement • July 28th, 2005 • Carrols Corp • Retail-eating places

This Extension of Employment Agreement (this “Agreement”) effective as of September 30, 2004, by and between CARROLS CORPORATION (“Employer”), a corporation organized under the laws of Delaware having an address at 968 James Street, Syracuse, New York 13203 and ALAN VITULI whose principal residence is 789 Crandon Blvd., Suite 120, Key Biscayne, Florida 33149 (“Employee”).

3rd EXTENSION OF EMPLOYMENT AGREEMENT
Employment Agreement • July 28th, 2005 • Carrols Corp • Retail-eating places

This Extension of Employment Agreement (this “Agreement”) effective as of May 3, 2005 by and between CARROLS CORPORATION (“Employer”), a corporation organized under the laws of Delaware having an address at 968 James Street, Syracuse, New York 13203 and ALAN VITULI whose principal residence is 789 Crandon Blvd., Suite 120, Key Biscayne, Florida 33149 (“Employee”).

2ND EXTENSION OF EMPLOYMENT AGREEMENT
Employment Agreement • July 28th, 2005 • Carrols Corp • Retail-eating places

This Extension of Employment Agreement (this “Agreement”) effective as of September 30, 2004, by and between CARROLS CORPORATION (“Employer”), a corporation organized under the laws of Delaware having an address at 968 James Street, Syracuse, New York 13203 and DANIEL T. ACCORDINO whose principal residence is 6556 Ridgewood Drive, Naples, Florida 34108 (“Employee”).

3rd EXTENSION OF EMPLOYMENT AGREEMENT
Employment Agreement • July 28th, 2005 • Carrols Corp • Retail-eating places

This 3rd Extension of Employment Agreement (this “Agreement”) effective as of May 3, 2005, by and between CARROLS CORPORATION (“Employer”), a corporation organized under the laws of Delaware having an address at 968 James Street, Syracuse, New York 13203 and DANIEL T. ACCORDINO whose principal residence is 6556 Ridgewood Drive, Naples, Florida 34108 (“Employee”).

CARROLS HOLDINGS CORPORATION EXCHANGE AGREEMENT
Exchange Agreement • July 28th, 2005 • Carrols Corp • Retail-eating places • New York

THIS AGREEMENT, dated as of May 3, 2005 is made by and between Carrols Holdings Corporation, a Delaware corporation (hereinafter called the “Company”) and Vituli Family Trust (hereinafter referred to as the “Trust”).

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