Exhibit 10.1
FIRST Amendment to Employment Agreement
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “First Amendment”) is entered into this 14th day of August, 2025 by and between TEXAS ROADHOUSE MANAGEMENT CORP., a Kentucky corporation (the “Company”), and GERALD L. MORGAN, an individual resident of the Commonwealth of Kentucky (“Executive”).
W I T N E S S E T H:
WHEREAS, the Company and Executive are parties to the Employment Agreement dated December 27, 2024 (the “Employment Agreement”) relating to Executive’s service as Chief Executive Officer of Texas Roadhouse, Inc., a Delaware corporation (the “Corporation”);
WHEREAS, effective as of August 14, 2025, the Board of Directors of the Corporation appointed Executive as Executive Vice Chairman of the Corporation while remaining as Chief Executive Officer of the Corporation;
WHEREAS, the Employment Agreement references Executive’s employment as Chief Executive Officer of the Corporation; and
WHEREAS, the parties wish to amend the Employment Agreement to include Executive’s employment as Executive Vice Chairman of the Corporation while remaining as Chief Executive Officer of the Corporation.
NOW THEREFORE, in consideration of the mutual covenants made herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Recitals; Defined Terms. The recitals set forth above are true and accurate and are hereby incorporated herein by reference. Except as specifically set forth herein, all capitalized terms shall have the same meanings as set forth in the Employment Agreement.
2. Duties. Notwithstanding anything to the contrary contained in the Employment Agreement, including, without limitation, Section 3 of the Employment Agreement, the Company and Executive acknowledge and agree that effective as of August 14, 2025 and for the remainder of the Employment Term (as defined in the Employment Agreement), (i) Executive shall be employed as the Chief Executive Officer and Executive Vice Chairman of the Corporation, and such other titles as the Company may designate, and shall perform such duties and responsibilities as the Company shall assign to Executive from time to time, including duties and responsibilities relating to the Company or Affiliates (as defined in the Employment Agreement) and certain officer positions of Affiliates as and if determined by the Company; (ii) Executive shall report to the Board of Directors of the Corporation (as the same may change from time to time); and (iii) any references to Executive being employed as Chief Executive Officer within the Employment Agreement shall be deemed amended to reference Executive’s employment as Chief Executive Officer and Executive Vice Chairman.
3. Miscellaneous. Except as expressly amended herein, all of the terms and conditions of the Employment Agreement shall remain in full force and effect. This First Amendment may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument. This First Amendment shall be binding on the parties when executed and delivered by the parties to one another by electronic transmission. In the event of a conflict between the terms of this First Amendment and the Employment Agreement, the terms of this First Amendment shall govern.
[Signatures Appear on Following Page]
IN WITNESS WHEREOF, the parties have executed and delivered this First Amendment as of the date first written above.
THE COMPANY: | ||
TEXAS ROADHOUSE MANAGEMENT CORP., | ||
a Kentucky corporation | ||
By: | /s/ Chirstopher C. Colson | |
Name: | Chirstopher C. Colson | |
Title: | Secretary | |
EXECUTIVE: | ||
By: | /s/ GERALD L. MORGAN | |
GERALD L. MORGAN, an individual | ||
resident of the Commonwealth of Kentucky |