BUCA (BUCA)

Section 3.15 Employee Matters and Benefits.

(a) Schedule 3.15 of the Disclosure Schedules lists: (i) all employees and independent contractors (part-time and full-time) of the Company who had compensation in 2005 greater than $75,000 or who are expected to have annualized compensation in 2006 greater than $75,000; (ii) the rate of compensation (both salary, bonus and other compensation) payable to each such employee and independent contractor; and (iii) the accrued vacation pay, paid-time off and accrued sick days payable by the Company to each employee and independent contractor listed thereon as of September 19, 2006. Except as set forth on Schedule 3.15 of the Disclosure

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Schedules, (A) since December 25, 2005, the Company has not made any promise or commitment, whether oral or in writing, to increase any employee’s or independent contractor’s compensation (other than in connection with regular salary reviews), grant severance pay or grant any bonus to any employee, (B) the employment or engagement of each employee or independent contractor of the Company is terminable at will and the Company is not a party to nor does it have any obligations under any agreement, collective bargaining or otherwise, with any party regarding the rates of pay or working conditions of any of its employees, and (C) the Company will not owe any amounts to any of its employees or independent contractors as of the Closing Date, including, without limitation, any amounts incurred for wages, commissions, bonuses, vacation pay, sick leave or severance obligations.

(b) Schedule 3.15(b) of the Disclosure Schedules contains a complete list of each employment agreement, consulting agreement, employee benefit plan within the meaning of Section 3(3) of ERISA, stock purchase, stock option, severance, change-in-control, fringe benefit, bonus, incentive and deferred compensation plan, agreement, program, policy or other arrangement covering current or former employees, consultants and other independent contractors of the Company, whether written or oral, which is maintained, sponsored or contributed to by Seller or the Company. All such plans, agreements, programs, policies and arrangements are collectively referred to as the “Company Plans.”

(c) The Seller or the Company has delivered or made available to the Buyer correct and complete copies of all training manuals and materials used by the Company in its management and employee training programs or in any other training programs maintained or utilized by the Business.

(d) The Company has complied in all material respects with all applicable Laws relating to employment, including, without limitation, those relating to wages, hours, unfair labor practices, equal opportunity, discrimination, civil rights, immigration, collective bargaining and the collection and payment of social security and similar taxes.

(e) Except as set forth on Schedule 3.15(b) of the Disclosure Schedules, there are no complaints, proceedings, investigations or charges against the Company pending or, to the Company’s or the Seller’s Knowledge, threatened before any Governmental Authority by or on behalf of, or with respect to any employee or former employee of the Company.

(f) The Company has paid in full (or made provisions for payment in full) to its employees, agents, consultants and independent contractors all wages, salaries, commissions, bonuses and other compensation for all services performed by them. Except as set forth on Schedule 3.15 of the Disclosure Schedules, and liabilities arising in the ordinary course of business since the Balance Sheet Date, the Company does not have any contingent liability for sick leave, vacation time, holiday pay, severance pay or similar items not set forth on the Balance Sheet.

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(g) Since January 1, 2005, there has not been any citation, fine or penalty imposed or, to the Company’s or the Seller’s Knowledge, asserted against the Company under any Law relating to employment, immigration or occupational safety matters.

(h) The Company is not a party to any collective bargaining agreement respecting its employees, nor is there pending, or to the Knowledge of Seller or the Company, threatened, any strike, walkout, slowdown, lockout or other work stoppage, organized labor disputes or any union organizing effort by or respecting the Company’s employees. The Company has not experienced any work stoppage or other material labor difficulty during the five years immediately preceding the date of this Agreement. There is no grievance or arbitration proceeding pending or, to the Knowledge of Seller or the Company, threatened.

(i) Neither the Seller, the Company nor any entity that is considered one employer with the Seller or the Company under Title IV of ERISA or Section 414(b) or (c) of the Code sponsors, contributes or has an obligation to contribute, or has within the past five (5) years sponsored, contributed or had an obligation to contribute, to any pension or welfare benefit plan that is subject to Title IV of ERISA (including any “multiemployer plan,” as defined in Sections 3(37) or 4001(a)(3) of ERISA).

(j) The Company has no contingent liability with respect to any post-retirement benefits under any medical or other welfare plan, other than liability for continuation coverage described in Section 4980B of the Code.

(k) The Company has not engaged in any material non-exempt prohibited transaction, as defined in Section 406 of ERISA or Section 4975 of the Code, with respect to any Company Plan.

(l) Each Company Plan that is intended to be qualified under Section 401(a) of the Code has received a determination letter as to its qualified status from the IRS, or is entitled to rely on an opinion letter issued to a prototype sponsor.

(m) Each Company Plan is being administered in all material respects in accordance with the documents and instruments governing such plan, and such documents and instruments are consistent in all material respects with the applicable provisions of the ERISA and the Code which have become effective and operative with respect to such plan as of the date of this Agreement.

(n) No Company Plans are currently under audit or, to the Seller’s or the Company’s Knowledge, investigation by a Governmental Entity and no self-correction proceeding has been initiated with the Internal Revenue Service or the U.S. Department of Labor.

(o) The Company is in compliance in all material respects with all worker safety Laws, including, but not limited to, applicable requirements under the Occupational Safety and Health Act.

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