EX-10.(19) FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT/ PHILIP J. HICKEY, JR

Exhibit 10(19)

FOURTH AMENDMENT OF EMPLOYMENT AGREEMENT

     THIS FOURTH AMENDMENT, made and entered into as of the 15^th day of December, 2006, by and between RARE HOSPITALITY MANAGEMENT, INC., a Delaware corporation (hereinafter referred to as the “Company”), and PHILIP J. HICKEY, JR., a resident of the State of Georgia (hereinafter referred to as the “Executive”);

WITNESSETH:

     WHEREAS, the Company and Executive entered into that certain Employment Agreement, dated as of April 28, 2003 (the “Original Agreement”), First Amendment of Employment Agreement, dated as of October 27, 2004 (the “First Amendment”), Second Amendment of Employment Agreement, dated as of October 27, 2005 (the “Second Amendment”) and Third Amendment of Employment Agreement, dated as of October 27, 2006 (the “Third Amendment”); and

     WHEREAS, the Third Amendment requires the Company and Executive to renew the Original Agreement on or before January 1, 2007 in order for the term of the Original Agreement to continue past the Expiration Date (as defined in the Third Amendment); and

     WHEREAS, the Company and Executive intend to renew the Original Agreement on the terms and conditions set forth in this Fourth Amendment;

     NOW, THEREFORE, for and in consideration of the sum of One Dollar ($1.00) in hand paid by the Company to Executive, the receipt and sufficiency of which is hereby acknowledged, and the mutual covenants and obligations contained herein, the Company and Executive hereby agree as follows:

     1. Section 1.1 of the Original Agreement, as revised by the Third Amendment, shall be deleted in its entirety and replaced with the following new Section 1.1:

     1.1. Employment Term. The employment term of this Agreement shall commence on the date hereof (the “Commencement Date”) and shall continue until and end on July 1, 2008 (the “Expiration Date”), unless terminated prior thereto in accordance with Section 3 hereof. Unless renewed by mutual agreement of the Company and Executive, as expressed in writing signed by both parties on or before January 1, 2008 (the “Notice Date”), this Agreement shall terminate on the Expiration Date with no renewal or extension; provided, however, that in the event the Company chooses not to renew the Agreement, the Executive will be entitled to receive the compensation under Section 2.1 owed to Executive but unpaid for performance rendered under this Agreement as of the Expiration Date, and the Company will be obligated to pay Executive an amount equal to twelve (12) months of his Base Compensation (as defined below), in effect immediately prior to the Expiration Date (the “Non-Renewal Severance”). Such payments of Non-Renewal Severance shall be made as and when salary would otherwise be payable

to senior officers of the Company; provided, however, that on February 15, 2009, the Company shall pay Executive in one lump sum any remaining unpaid portion of the Non-Renewal Severance, plus an amount, if any, equal to Executive’s Base Compensation for the period of time between the Notice Date and the date on which the Company provides Executive with written notice of non-renewal. The period from the Commencement Date until the employment term expires or is terminated by the Company or Executive is hereinafter referred to as the “Employment Term.”

     2. Section 2.1 of the Original Agreement, as revised by the Third Amendment, shall be deleted in its entirety and replaced with the following new Section 2.1:

     2.1 Base Compensation. For all the services rendered by Executive hereunder, the Company shall pay Executive an annual salary at the rate of Seven Hundred Twenty-Five Thousand and 00/100 Dollars ($725,000.00) for each full year of the Employment Term, payable in installments at such times as the Company customarily pays its other senior officers (but in any event no less often than monthly); provided, however, that from and after January 2, 2007, said annual salary rate shall increase to Seven Hundred Forty Six Thousand Seven Hundred and 00/100 Dollars ($746,700.00). The Company agrees that the Executive’s salary will be reviewed at least annually to determine if an increase is appropriate, which increase shall be in the sole discretion of the Company. Executive’s salary shall be prorated for any partial year during which this Agreement remains in effect. Executive’s annual salary paid from time to time is hereafter referred to as “Base Compensation”.

     3. Section 2.2 of the Original Agreement, as revised by the Third Amendment, shall be deleted in its entirety and replaced with the following new Section 2.2:

     2.2 Bonus Awards. In addition to the Base Compensation during the Employment Term, Executive shall be eligible for a bonus potential of not less than One Hundred Percent (100%) of his Base Compensation; provided, however, that from and after January 2, 2007, said bonus potential shall increase to One Hundred Ten Percent (110%) of his Base Compensation. The actual bonus shall be determined and paid in accordance with the bonus program for executives of the Company, as approved by the Company from time to time. Unless otherwise set forth in this Agreement, Executive must be employed by the Company on the date the bonus is paid to executive employees generally in order to be entitled to a bonus for that year.

     4. Section 19 of the Original Agreement, as revised by the Third Amendment, shall be deleted in its entirety and replaced with the following new Section 19:

     19. Entire Agreement. This Agreement, together with the Fourth Amendment and Exhibit A thereto, which is incorporated herein by this reference, constitutes the entire Agreement between the parties hereto with regard to Executive’s employment by the Company and there are no agreements, understandings, specific restrictions, warranties or representations, written or oral,

relating to said subject matter between the parties other than those set forth herein or herein provided for.

     5. Exhibit A of the Third Amendment shall be deleted in its entirety and replaced with new Exhibit A attached hereto and incorporated herein by reference.

     6. Except as otherwise set forth herein, the Original Agreement, as modified by the Third Amendment, shall remain unchanged and in full force and effect.

     IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment as of the date first above written.

EXHIBIT A

Executive and the Company agree that, for purposes of this Agreement, the “Restricted Area” shall constitute the area within fifteen (15) miles of any of RARE’s restaurants in the following cities:

Alabama		Daphne, Dothan, Hoover, Huntsville, Mobile, Montgomery, Opelika, Oxford, Prattville
Arizona		Phoenix, Scottsdale
Colorado		Denver
Connecticut		Manchester
Delaware		Bear, Newark
District of Columbia		Washington, D.C.
Florida		Altamonte Springs, Boynton Beach, Brandon, Coral Springs, Daytona Beach, Davie, Delray Beach, Destin, Fleming Island, Ft. Lauderdale, Ft. Myers, Ft. Walton Beach, Hollywood, Jacksonville, Jacksonville Beach, Jensen Beach, Kissimmee, Lakeland, Lake Mary, Largo, Melbourne, Merritt Island, Miami, Naples, Ocala, Orange Park, Orlando, Palm Harbor, Panama City, Pembroke Pines, Port Richey, Sarasota, St. Augustine, St. Petersburg, Southchase, Tallahassee, Tampa, Viera, West Palm Beach, Winter Haven
Georgia		Acworth, Albany, Alpharetta, Athens, Atlanta, Augusta, Austell, Buford, Canton, Carrolton, Cartersville, College Park, Columbus, Commerce, Conyers, Covington, Cumming, Dalton, Dawsonville, Douglasville, Duluth, East Point, Ellijay, Fayetteville, Gainesville, Hiram, Jonesboro, Kennesaw, LaGrange, Lawrenceville, Lithonia, McDonough, Macon, Marietta, Morrow, Newnan, Peachtree City, Perry, Pooler, Rome, Roswell, Savannah, Snellville, Statesboro, Tifton, Tucker, Valdosta, Warner Robins, Woodstock
Illinois		Chicago, Fairview Heights, Lombard, Norridge, Oaklawn, Peoria, Springfield
Indiana		Avon, Bloomington, Carmel, Clarksville, E. Indianapolis, Evansville, Indianapolis, Merrillville, Portage, Southport
Kansas		Kansas City, Lawrence, Leawood, Topeka
Kentucky		Bowling Green, Brownsboro Crossing, Cold Springs, Florence, Frankfort, Lexington, Louisville
Louisiana		St. Tammany
Maine		Auburn, Augusta, Bangor, Biddeford, South Portland
Maryland		Baltimore, Bowie, Columbia, E. Columbia, Frederick, Gaithersburg, Germantown, Golden Ring, Hagerstown, Landover, Laurel, Upper Marlboro, Waldorf

Massachusetts		Boston, Braintree, Brockton, Burlington, Chestnut Hill, Dedham, Framingham, Franklin, Haverhill, Leominster, Mansfield, Marlboro, Methuen, Milford, Millbury, North Attleboro, Peabody, Plymouth, Raynham, Seekonk, Shrewsbury, Tewksbury, Watertown, W. Springfield
Michigan		Allen Park, Auburn Hills, Clinton Township, Grand Rapids, Roseville, Troy, Westland
Minnesota		Minneapolis
Mississippi		Hattiesburg, Southaven
Missouri		Ballwin, Belton, Chesterfield, E. Columbia, Florissant, Hazelwood, Independence, Jefferson City, Kansas City, O’Fallon, Lee’s Summit, St. Peters, Sunset Hills
Nevada		Las Vegas
New Hampshire		Amherst, Bedford, Concord, Keene, Manchester, Nashua, Newington
New Jersey		Flanders, Hamilton, Howell, Millville, Mt. Olive, New Brunswick, Parsippany, Piscataway, Rochelle Park, Woodbridge
New York		Albany, New York City, Poughkeepsie, Rochester
North Carolina		Apex, Asheville, Brier Creek, Burlington, Charlotte, Concord, Gastonia, Greensboro, Greenville, Hickory, High Point, Huntersville, Pineville, Wilmington, Winston-Salem
Ohio		Beavercreek, Boardman, Cincinnati, Cleveland, Columbus, Cuyahoga Falls, Dublin, Fairlawn, Fairview Park, Gahana, Grove City, Independence, Mayfield Heights, Maumee, Medina, Mentor, Moraine, North Canton, Pickerington, Solon, Springdale, St. Clairsville, Strongsville, West Chester, Wooster
Pennsylvania		Bensalem, Cranberry, Erie, Exton, Franklin Mills, Harrisburg, Lancaster, Moosic, Norristown, Penns Port, Philadelphia, Pittsburgh Mills, Pottstown, Robinson, Stroudsburg, Warrington, Waterfront, West Homestead, Whitman Square
Rhode Island		Providence, Warwick
South Carolina		Anderson, Columbia, Florence, Greenville, Hilton Head, Mt. Pleasant, Myrtle Beach, N. Charleston, Rock Hill, Spartanburg
Tennessee		Brentwood, Chattanooga, Clarksville, Gallatin, Hermitage, Hixson, Jackson, Madison, Nashville
Texas		Dallas, Houston
Vermont		Williston
Virginia		Chantilly, Dulles, Massaponax, McLean, Williamsburg
West Virginia		Charleston, Morgantown
Wisconsin		Milwaukee