Texas Roadhouse (TXRH)

Separation and Change in Control Arrangements

        The 2007 Employment Agreements provide that, except in the event of a change in control, no severance will be paid to Messrs. Hart, Taylor or Ortiz upon termination of employment, but each is entitled to receive a crisp $100 bill if his employment is terminated by us without cause before the end of the term. Except in the event of a change in control, the employment agreements with Mr. Colosi and Ms. Brown provide that if we terminate either of their employment without cause before the end of the term, and if the officer signs a release of all claims against us, we will pay a severance payment

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equal to the officer's base salary for a period of 180 days in addition to 50% of the incentive bonus earned by the officer during the last four full fiscal quarters immediately preceding the fiscal quarter in which the termination occurred. The salary component of the severance payments is subject to deductions and withholdings and is to be paid to the officers in periodic installments in accordance with our normal payroll practices. The bonus component of the severance payments to the officers is to be paid on the same date as the payment would have been made had his or her employment not been terminated.

        The employment agreements with each of the officers provide that if the officer's employment is terminated other than for cause following a change in control, or if the officer resigns for good reason following a change in control because he or she is required to move, the Company's successor does not agree to be bound by the agreement, or the officer's duties, pay or total benefits are reduced, such officer will receive severance payments in an amount equal to the officer's base salary and incentive bonus for a period which is the longer of through the end of the term of the agreement or one year. In addition, the officer's unvested stock options or other stock awards, if any, will become vested as of the date of termination. The payments and acceleration of vesting of the stock options or other stock awards are contingent upon the officer signing a full release of claims against us. The salary component of the severance payments is subject to deductions and withholdings and is to be paid to the officers in periodic installments in accordance with our normal payroll practices. The bonus component of the severance payments to the officers is to be paid on the same date as the payment would have been made had his or her employment not been terminated.

        The estimated amounts that would have been payable to a Named Executive Officer under these arrangements are more fully described in "Termination, Change of Control and Change of Responsibility Payments."

COMPENSATION COMMITTEE REPORT

        The compensation committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on such review and discussions, the compensation committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company's Annual Report on Form 10-K for the year ended December 30, 2008.

        All members of the compensation committee concur in this report.

*

Mr. Zarley was appointed to the committee on January 31, 2008.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

        The compensation committee of the Board is comprised of Messrs. Martin Hart, Moore, Parker, Ramsey and Zarley, each a non-employee director of the Company. None of our executive officers serve on the compensation committee or board of directors of any other company of which any members of our compensation committee or any of our directors is an executive officer.

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EXECUTIVE COMPENSATION

        The following table sets forth the total compensation paid or accrued for the fiscal years 2008, 2007 and 2006 for G.J. Hart, our President and Chief Executive Officer, Scott M. Colosi, our Chief Financial Officer, and each of our three other most highly compensated executive officers, each of whom were executive officers at the end of the fiscal year 2008.

Separation and Change in Control Arrangements

        The 2004 Employment Agreements with Messrs. Hart, Taylor and Ortiz provided that no severance would have been paid to any of them upon termination of employment, but each was entitled to receive a crisp $100 bill if his employment had been terminated by us without cause before the end of the term, or upon a change of control or a change in responsibility. The employment agreements with Mr. Colosi and Ms. Brown provided that if we terminated either of their employment without cause before the end of the term, and if the officer signed a release of all claims against us, we would have paid a severance payment equal to the officer's then current base salary for a period of 180 days in addition to 50% of the incentive bonus earned by the officer during the last four full fiscal quarters immediately preceding the fiscal quarter in which the termination occurred. The salary component of the severance payments would have been subject to deductions and withholdings and would have been paid to the officers in periodic installments in accordance with our normal payroll practices. The bonus component of the severance payments to the officers would have been paid on the same date as the payment would have been made had his or her employment not been terminated.

        The 2004 Employment Agreements with the officers other than Mr. Taylor provided that if there had been a change of control of the Company, the officer's employment had been terminated other

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than for cause, or if the officer resigned because he or she had been required to move, the Company's successor had not agreed to be bound by the agreement, or the officer's duties, pay or total benefits had been reduced, all of the officer's unvested stock options would have vested and become immediately exercisable, provided that the officer had signed a release of all claims against us.

        The estimated amounts that would have been payable to a Named Executive Officer under these arrangements are more fully described in "Termination, Change of Control and Change of Responsibility Payments."

        The 2007 Employment Agreements provide that, except in the event of a change in control, no severance will be paid to Messrs. Hart, Taylor or Ortiz upon termination of employment, but each is entitled to receive a crisp $100 bill if his employment is terminated by us without cause before the end of the term. Except in the event of a change in control, the employment agreements with Mr. Colosi and Ms. Brown provide that if we terminate either of their employment without cause before the end of the term, and if the officer signs a release of all claims against us, we will pay a severance payment equal to the officer's base salary for a period of 180 days in addition to 50% of the incentive bonus earned by the officer during the last four full fiscal quarters immediately preceding the fiscal quarter in which the termination occurred.

        The employment agreements with each of the officers provide that if the officer's employment is terminated other than for cause following a change in control, or if the officer resigns for good reason following a change in control because he or she is required to move, the Company's successor does not agree to be bound by the agreement, or the officer's duties, pay or total benefits are reduced, such officer will receive severance payments in an amount equal to the officer's base salary and incentive bonus for a period which is the longer of through the end of the term of the agreement or one year. In addition, the officer's unvested stock options or other stock awards, if any, will become vested as of the date of termination. The payments and acceleration of vesting of the stock options or other stock awards are contingent upon the officer signing a full release of claims against us.

COMPENSATION COMMITTEE REPORT

        The compensation committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on such review and discussions, the compensation committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company's Annual Report on Form 10-K for the year ended December 25, 2007.

        All members of the compensation committee concur in this report.

*

Mr. Zarley was appointed to the committee on January 31, 2008.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

        The compensation committee of the Board is comprised of Messrs. Martin Hart, Moore, Parker, Ramsey and Zarley, each a non-employee director of the Company. None of our executive officers serve on the compensation committee or board of directors of any other company of which any members of our compensation committee or any of our directors is an executive officer.

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EXECUTIVE COMPENSATION

        The following table sets forth the total compensation paid or accrued for the fiscal years 2007 and 2006 for G.J. Hart, our President and Chief Executive Officer, Scott M. Colosi, our Chief Financial Officer, and each of our three other most highly compensated executive officers, each of whom were executive officers at the end of the fiscal year 2007.

Summary Compensation Table

(d)

This column represents holiday bonus awards paid to the Named Executive Officers for the fiscal years ended December 25, 2007 and December 26, 2006. In addition, Ms. Brown was awarded a discretionary bonus in the fiscal year 2006 in connection with her receipt of an employee recognition award.

(e)

This column reflects the dollar amount recognized for financial statement reporting purposes for the fiscal years ended December 25, 2007 and December 26, 2006, in accordance with SFAS 123R of awards pursuant to the Company's equity incentive program and thus include amounts from awards granted prior to, as well as in, fiscal year 2007, because the expense is being recognized over each award's vesting period. Assumptions used in the calculation of this amount for fiscal years ended December 27, 2005, December 26, 2006 and December 25, 2007 are included in Footnote 2(s) "Summary of Significant Accounting Policies—Equity Incentive Plan" and Footnote 13 "Share-based Compensation" to the Company's audited financial statements for the fiscal year ended December 25, 2007, included in the Company's Annual Report on Form 10-K filed with the SEC on February 25, 2008.

The Company cautions that the amounts reported in the Summary Compensation Table for these awards may not represent the amounts that the Named Executive Officers will actually realize from the awards. Whether, and to what extent, a Named Executive Officer realizes value will depend on the Company's actual operating performance, stock price fluctuations and the Named Executive Officer's continued employment. Additional information on all outstanding option awards is reflected in the "Outstanding Equity Awards at Fiscal Year End Table."

 The employment agreements with each of the officers provide that if the officer’s employment is terminated other than for cause following a change in control, or if the officer resigns for good reason following a change in control because he or she is required to move, the Company’s successor does not agree to be bound by the agreement or the officer’s duties, pay or total benefits are reduced, each officer will receive severance payments in an amount equal to the officer’s base salary and incentive bonus through the end of the term of the agreement but not less than one year.  In addition, the officer’s unvested stock options or other stock awards, if any, will become vested as of the date of termination.  The payments and acceleration of vesting of the stock options or other stock awards are contingent upon the officer signing a full release of claims against us.

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Separation and Change in Control Arrangements

The employment agreements with Messrs. Hart, Taylor and Ortiz provide that no severance will be paid to any of them upon termination of employment, but each is entitled to receive a gift of a crisp $100 bill if his employment is terminated by us without cause before the end of the term, or upon a change of control or a change in responsibility. The employment agreements with Mr. Colosi and Ms. Brown provide that if we terminate either of their employment without cause before the end of the term, and if the officer signs a release of all claims against us, we will pay a severance payment equal to the officer’s then current base salary for a period of 180 days in addition to 50% of the incentive bonus earned by the officer during the last four full fiscal quarters immediately preceding the fiscal quarter in which the termination occurred. The salary component of the severance payments will be subject to deductions and withholdings and will be paid to the officers in periodic installments in accordance with our normal payroll practices. The bonus component of the severance payments to the officers will be paid on the same date as the payment would have been made had his or her employment not been terminated.

The employment agreements with the officers other than Mr. Taylor provide that if there is a change of control of the Company, the officer’s employment is terminated other than for “cause,” or if the officer resigns because he or she is required to move, the Company’s successor does not agree to be bound by the agreement, or the officer’s duties, pay or total benefits are reduced, all of the officer’s unvested stock options will vest and be immediately exercisable, provided that the officer signs a release of all claims against us.

The estimated amounts payable to a Named Executive Officer under these arrangements are more fully described in “Termination, Change of Control and Change of Responsibility Payments.”

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