Equity Incentive Plan. If, at any time or from time to time, the Managing Member Entity sells or otherwise issues Shares pursuant to any Equity Incentive Plan, the Managing Member Entity shall transfer or cause to be transferred the proceeds of the sale of such Shares, if any, to the Company as an additional Capital Contribution and the Company shall issue to the Managing Member Entity an amount of additional Membership Units equal to the number of Shares so sold or issued divided by the Conversion Factor. If the Company or the Managing Member Entity acquires Shares as a result of the forfeiture of such Shares under any Equity Incentive Plan, then the Managing Member shall cause the Company to cancel, without payment of any consideration to the Managing Member, that number of Membership Units of the appropriate class equal to the number of Shares so acquired, and, if the Company acquired such Shares, it shall transfer such Shares to the Managing Member for cancellation.

Equity Incentive. During the Term, the Executive shall be eligible to participate in the Company’s long-term incentive plan (“LTIP”) as defined and determined by the Board and approved during the 2018 Annual Shareholders Meeting or similar such plans as designed by Board. The Executive’s annual target LTIP award shall be two hundred and twenty-five (225%) of the Base Salary (the “Target LTIP”), with the actual amount of his LTIP, if any, to be determined by the Board, in accordance with the Executive’s performance against performance objectives for Executive and for the Company set by the Board and as defined in the Company’s LTIP. Other than as provided for in specific LTIP award agreements for each individual LTIP award, the Executive, in order to be eligible to earn an annual award for any fiscal year occurring during the Term hereof, must be employed on the date payment of such award is made to Company executives generally. Additionally, the Executive will be granted a one-time equity grant in the amount of 15,900 shares of restricted stock units that vest pro-ratably on each of the first three anniversaries of the Effective Date.

Equity Incentive Plan. Executive will be eligible to participate in the Texas Roadhouse, Inc. 2013 Long Term Incentive Plan or any successor plan thereto at a level and with such awards as the Compensation Committee of the Board may from time to time grant.

Equity Incentive. Subject to the approval of the Board of Directors of [[Company:Organization]] Ltd. (USL), the company’s parent, you will receive a Stock Option Grant Notice for an option to purchase 140,000 common shares of USL and a Restricted Stock Unit Grant Notice for 75,000 Restricted Stock Units of USL pursuant to the 2017 Equity Incentive Plan, As Amended and Restated, (collectively, “Initial Equity Award”). This Initial Equity Award will be granted on the first Tuesday of the month (or the following business day if Tuesday is a holiday) following the commencement of your employment and # will be subject to a 4-year vesting period, with 25% vesting at year one (1) and quarterly vesting thereafter for twelve (12) successive quarters, as well as any other terms and conditions contained in the grant agreements; and # all stock options will expire and cease to be exercisable on the ten (10) year anniversary of the grant date. Per your Initial Equity Award Grant Notices, all shares received under this Initial Equity Award shall immediately become fully vested and exercisable immediately prior to (and contingent upon) a Change In Control as defined in the 2017 Equity Incentive Plan, Amended and Restated, with the exception of the Sumitomo Dainippon transaction, provided that the transaction closes on or before March 23, 2020, which shall not be considered such a Change in Control for purposes of the Initial Equity Award.

Equity Incentive. The Board or its Compensation Committee shall, on the date of its first meeting following the execution of this Agreement, grant to Executive # 450,000 options to acquire shares of Company common stock (at a price per share equal to $16.46, which is not less than the fair market value of the common stock on the date of grant) pursuant to the option award agreement attached as [Exhibit B] and # 151,884 restricted stock units to be settled in shares of Company common stock pursuant to the Restricted Stock Unit Agreement attached as [Exhibit C].

Employee shall be entitled to participate in any stock option, stock bonus, phantom stock right, equity pool, or other such plans or arrangements, which may exist during the term of his employment, provided that Employee’s entitlement is not inconsistent with the terms of any such arrangement or plan.

Equity Incentive. Subject to the approval of the Board of Directors of [[Company:Organization]] Ltd. (USL), the company’s parent, you will receive a Stock Option Grant Notice for an option to purchase 69,197 common shares of USL and a Restricted Stock Unit Grant Notice for 108,647 Restricted Stock Units of USL pursuant to the 2017 Equity Incentive Plan, As Amended and Restated, (collectively, “Initial Equity Award”). This Initial Equity Award will be granted on June 2, 2020 and # will be subject to a 4-year vesting period, with 25% vesting at year one (1) and quarterly vesting thereafter for twelve (12) successive quarters, as well as any other terms and conditions contained in the grant agreements; and # all stock options will expire and cease to be exercisable on the ten (10) year anniversary of the grant date. Per your Initial Equity Award Grant Notices, all shares received under this Initial Equity Award shall immediately become fully vested and exercisable immediately prior to (and contingent upon) a Change In Control as defined in the 2017 Equity Incentive Plan, Amended and Restated. In addition, any unvested outstanding equity awards, including awards that would otherwise vest only upon satisfaction of performance criteria, shall accelerate and become vested and exercisable immediately prior to (and contingent upon) a Change In Control as defined in the operative Equity Incentive Plan.

Equity Incentive. Champion Enterprises Holdings, LLC and the Executive have entered into that certain Champion Enterprises Holdings, LLC Amended and Restated Officer Class C Unit Award Agreement and the Stock Restriction Agreement attached thereto as [Appendix 1], which shall govern the terms and conditions of the “Restricted Shares” set forth therein.

Equity Incentive Plan. The Option is granted under and subject to the terms and conditions of the Plan, which is incorporated herein and made part hereof by this reference. In the event of a conflict between the terms of the Plan and this Agreement, the terms of the Plan, as interpreted by the Committee, shall govern, except as regards [Section 6(F)] herein. Any dispute regarding the interpretation of this Agreement or the Plan shall be submitted by the Participant or the Company to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the Participant and the Company.

Equity Incentive. During the Term, the Executive shall be eligible to participate in the Company’s long-term incentive plan (“LTIP”) as defined and determined by the Board and approved during the 2018 Annual Shareholders Meeting or similar such plans as designed by Board. The Executive’s annual target LTIP award shall be two hundred percent (200%) of the Base Salary (the “Target LTIP”), with the actual amount of his LTIP, if any, to be determined by the CEO and Board, in accordance with the Executive’s performance against performance objectives for Executive and for the Company set by the Board and as defined in the Company’s LTIP. Other than as provided for in specific LTIP award agreements for each individual LTIP award, the Executive, in order to be eligible to earn an annual award for any fiscal year occurring during the Term hereof, must be employed on the date payment of such award is made to Company executives generally. Within 30 days of Effective Date, Executive will be eligible to receive a 2021 LTIP award equal to 200% of then base salary.