TEXAS ROADHOUSE, INC. 2013 LONG-TERM INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT

I. NOTICE OF GRANT OF NON-QUALIFIED STOCK OPTION

II. AGREEMENT

1. Grant of Option.  The Company hereby grants to the Grantee, and the Grantee hereby accepts the grant of subject to the terms set out herein, the conditional right and option to purchase (XXX) Shares at an Exercise Price per Share of $________ (the “Exercise Price”), which was the Fair Market Value of a Share on the Date of Grant (as set forth in the Grant Notice). 

2. Vesting and Exercisability. 

3. Expiration.  Unless otherwise determined by the Committee in its sole discretion, the Option shall expire and shall no longer be exercisable after the earliest to occur of the ten year anniversary of the Date of Grant or the Expiration Date (determined in accordance with the Plan).

4. Manner of Exercise.  The Grantee (or, in the event of his death, his estate or personal representative) may exercise any portion of the Option that is then exercisable by taking all of the following actions: 

5. Transferabililty.  The Option is not transferable except as designated by the Grantee by will or by the laws of descent and distribution.  To the extent that a Grantee has the right to exercise the Option, the Option may be exercised during the lifetime of the Grantee only by the Grantee.

6. Adjustments.  Subject to the terms hereof, in the event of a stock dividend, stock split, reverse stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, exchange of shares, sale of assets or subsidiaries, combination, or other corporate transaction that affects the Common Stock such that the Committee determines, in its sole discretion, that an adjustment is warranted in order to preserve the

7. Withholding.  The Option is subject to withholding of all applicable taxes.  The Grantee may satisfy any federal, state or local tax withholding obligation relating to the exercise or acquisition of Shares under the Option by any of the following means (in addition to the Company’s right to withhold from any compensation paid to the Grantee by the Company) or by a combination of such means: (a) tendering a cash payment; (b) authorizing the Company to withhold Shares from the Shares otherwise issuable to the Grantee as a result of the exercise or acquisition of Shares under the Option; provided, however, that no Shares are withheld with a value exceeding the minimum amount of tax required to be withheld by law (or such lesser amount as may be necessary to avoid variable accounting); or (c) delivering to the Company owned and unencumbered Shares.  For purposes of tax withholding, the fair market value of the Shares will be determined at the time the withholding is required. 

8. No Guarantee of Continuous Service.  THE GRANTEE ACKNOWLEDGES AND AGREES THAT VESTING OF THE OPTION IS EARNED ONLY BY CONTINUOUS SERVICE AT THE WILL OF THE COMPANY.  GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH IN THE GRANT NOTICE DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED EMPLOYMENT OR SERVICE FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE WITH GRANTEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE GRANTEE’S EMPLOYMENT OR SERVICE AT ANY TIME, WITH OR WITHOUT CAUSE.

9. Notices.  Any notice, demand or request required or permitted to be given by either the Company or the Grantee pursuant to the terms of this Agreement will be in writing and will be deemed given when delivered or when delivery is refused.  Notices shall be either personally delivered, sent by overnight delivery via a reputable carrier or mailed through the United States Postal Service, registered or certified with return receipt requested with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing.  Notwithstanding the foregoing, Grant Notices may be delivered electronically.

10. No Waiver.  Either party’s failure to enforce any provision or provisions of this Agreement will not in any way be construed as a waiver of any such provision or provisions, nor prevent that party from thereafter enforcing each and every other provision of this Agreement.  The rights granted both parties herein are cumulative and will not constitute a waiver of either party’s right to asset all other legal remedies available to it under the circumstances.

11. Successors and Assigns.  The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company.  Subject to the restrictions on transfer herein set forth, this Agreement will be binding upon the Grantee and his or her heirs, executors, administrators, successors and assigns.

12. Interpretation.  Any dispute regarding the interpretation of this Agreement will be submitted by the Grantee or by the Company forthwith to the Committee which will review such dispute at its next regular meeting.  The resolution of such a dispute by the Committee will be final and binding on all parties.

13. Governing Law; Severability.  This Agreement is governed by the internal substantive laws, but not the choice of law rules, of the Commonwealth of Kentucky.  If a provision of this Agreement is held invalid by a court of competent jurisdiction, the remaining provisions will nonetheless be enforceable according to their terms. Further, if any provision is held to be overbroad as written, that provision shall be amended to narrow its application to the extent necessary to make the provision enforceable according to applicable law and enforced as amended.

14. Right to Withhold Amounts Owed to the Company.  The Company shall have the right to withhold Shares otherwise deliverable to the Grantee with a fair market value equal to all amounts then due and owing by the Grantee to the Company or any subsidiary or affiliate of the Company.

15. Entire Agreement.  The Plan is incorporated herein by reference.  This Agreement, the Grant Notice, the Plan and all employment agreements entered into between the Grantee and the Company (including any amendments thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Grantee with respect to the subject matter hereof, and may not be modified adversely to the Grantee’s interest except by means of a writing signed by the Company and the Grantee.

16. Application to all Grant Notices and Awards.  The Grantee agrees and acknowledges that all Awards granted to the Grantee from time to time under the Plan will be subject to the terms and conditions of the applicable Award Agreement, the Plan and each Grant Notice received by the Grantee from time to time, whether such Grant Notice is transmitted via electronic transmission or otherwise.