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2002 Managing Partner Stock Option Plan

This is an actual contract by OSI Restaurant Partners,.

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Sectors: Retail
Effective Date: January 01, 2002
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1. Purpose. The purpose of this 2002 Managing Partner Stock Option Plan ("Plan") is to provide long-term incentives to Managing Partners and other key employees of OUTBACK STEAKHOUSE, INC., a Delaware corporation (the "Corporation"), its subsidiaries and affiliated partnerships; to compensate existing Managing Partners and other key employees for their efforts on behalf of the Corporation and its subsidiaries; to assist in retaining people of ability and initiative in professional, management and other key positions; and to induce such Managing Partners and other key employees to refrain from competing with the Corporation and its subsidiaries. These purposes are intended to be achieved, in part, through the grant of stock options ("Options"), some of which are intended to qualify as "Incentive Stock Options" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). In the event and to the extent that in connection with the grant of Options intended to qualify as such "Incentive Stock Options" this Plan shall not conform with a pertinent mandatory requirement under Section 422 or any related Treasury Regulation, then this Plan shall be deemed to have incorporated such a mandatory provision and shall be construed accordingly, notwithstanding any other provision contained in this Plan to the contrary.

2. Administration of the Plan. The Plan shall be administered by a committee of the board of directors of the Corporation (the "Board") or, at the Board's election, by the full Board (such committee or the Board, if it administers the Plan, the "Committee"). Any Committee designated by the Board to administer the Plan shall consist of two or more members.

The Committee shall have full power to interpret and administer the Plan and, subject to Section 4 hereof, full authority to select the eligible individuals to whom Options will be granted and to determine the type and amount of Options to be granted to each participant, the terms and conditions of


Options granted under the Plan and the terms and conditions of the agreements which will be entered into with participants.

The Committee shall have the authority to adopt, alter and repeal such rules, guidelines and practices governing the Plan as it shall, from time to time, deem advisable; to interpret the terms and provisions of the Plan and any Option issued under the Plan (and any agreements relating thereto); to direct employees of the Corporation or other advisors to prepare such materials or perform such analysis as the Committee deems necessary or appropriate; and otherwise to supervise the administration of the Plan.

Any interpretation or administration of the Plan by the Committee, and all actions of the Committee, shall be final, binding and conclusive on the Corporation, its stockholders, subsidiaries, and all participants in the Plan, their respective legal representatives, successors and assigns, and upon all persons claiming under it through any of them. No member of the Board or of the Committee shall incur any liability for any action taken or omitted, or any determination made, in good faith in connection with the Plan.

3. Shares Subject to this Plan. The total number of shares which may be issued and sold upon exercise of Options granted pursuant to this Plan shall not exceed 7,500,000 shares of the Corporation's Common Stock, $.01 par value ("Common Stock"), except to the extent of adjustments authorized by Paragraph 7 of this Plan. The maximum number of shares of Common Stock as to which options may be granted to any one individual under the Plan during its term is 600,000, except to the extent of adjustments authorized by Paragraph 7 of this Plan. Such Common Stock may be treasury shares or authorized but unissued shares or a combination of the foregoing. If an Option granted under this Plan shall expire or terminate for any reason other than its exercise, the shares subject to, but not delivered under, such Option shall be available for the grant of other Options to the same employee or other employees. The Committee will maintain records showing the cumulative total of number of


shares of Common Stock subject to Options outstanding under the Plan.

4. Eligibility. The Com
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