Participant. A “Participant” is an Employee who becomes a Participant in this Plan in accordance with the provisions of [Section 2]. An Employee who has become a Participant shall be considered to continue as a Participant in this Plan until the date when the Participant no longer has any Account under this Plan, or the date of the Participant’s death, if earlier.

Participant Register. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under [[Section 5f.103-1(c)])]])] of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. The Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Participant Acknowledgement. The Participant hereby acknowledges receipt of a copy of the Plan.

Executive Participant. The term “Executive Participant” means a Participant who is the Chief Executive Officer of the Company or a member of the Brinker Leadership Team (being defined as any executive vice president or senior vice president of the Company) at the time an Award is granted to such Participant.

Participant Limitation. The aggregate number of Shares underlying Awards granted under this Plan to any participant in any fiscal year (including but not limited to Awards of Stock Options and SARs), regardless of whether such Awards are thereafter canceled, forfeited or terminated, shall not exceed 100,000 Shares. The foregoing annual limitation is intended to include the grant of all Awards, including but not limited to, Performance Shares and other Awards intended to be “performance-based compensation” as described in [Article 9] of this Plan.

No participant loans shall be permitted under this plan.

Participant Limitations. Subject to adjustment as provided in [Section 18], no Participant may be granted Awards that could result in such Participant:

The term “Company” as used in this Award Agreement with reference to the Participant’s services shall include the Company and its Subsidiaries.

Participant Acknowledgment. By accepting this Agreement, the Participant agrees to be bound to all of the terms and conditions of this Agreement and the Plan as the same may be amended from time to time.

Participant Limitation. Notwithstanding anything in this Plan to the contrary, no Participant may acquire under this Plan during the life of this Plan Common Stock exceeding one percent (1%) of the Company’s outstanding shares of Common Stock at the time of any such acquisition.