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Delaware
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1-15935
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59-3061413
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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Item 1.01
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Entry
into a Material Definitive Agreement.
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On
October 18, 2005, Dirk A. Montgomery, 42, was appointed Senior Vice
President and Chief Financial Officer of the Company and the Company
entered into an employment agreement and restricted stock agreement
with
Mr. Montgomery in connection therewith to be effective as
of November
1, 2005.
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Mr.
Montgomery’s employment agreement provides for a base salary of $400,000
per year, plus certain other incentives and benefits, including a
one time
signing bonus of $300,000 in consideration of his employment, which
is to
be paid within 30 days of commencement of his employment term. Mr.
Montgomery is also eligible to receive an annual bonus based on the
Company meeting its objective operational goals and subjective performance
criteria, with a minimum of $100,000 to be paid for the year 2005,
payable
in January, 2006. The term of the agreement is ten years, and if
Mr. Montgomery’s employment is terminated during the term of the
agreement for reasons other than cause, Mr. Montgomery will
receive a
severance payment equal to six (6) months compensation. In addition
to the
benefits described in his employment agreement, Mr. Montgomery will
receive a full relocation package, including costs associated with
the
sale of his existing residence, the purchase of a new residence,
moving
and temporary housing for six (6) months.
In
connection with his employment Mr. Montgomery will receive an inducement
grant of 100,000 shares of OSI restricted common stock. Subject to
Mr. Montgomery's continued employment by OSI as Chief Financial
Officer, 50,000 of such shares of restricted common stock will vest
on the
fifth anniversary of his employment; provided however if on the fifth
anniversary of employment, the market capitalization of the Company
exceeds $6,000,000,000, an additional 10,000 shares of restricted
stock
shall vest. The balance of the shares of restricted stock will vest
on the
seventh anniversary of Mr. Montgomery’s employment. If Mr. Montgomery’s
employment is terminated by the Company for any reason other than
death,
Disability or Cause (as defined in the employment agreement) during
the
time period starting on the third anniversary of commencement of
Mr.
Montgomery’s employment and ending on the first vesting date, 50,000
shares of restricted stock shall vest immediately upon such termination
of
his employment with the Company. If Mr. Montgomery’s employment is not
terminated by the Company for a reason other than death, Disability
or
Cause subsequent to the third anniversary of the commencement of
his
employment and prior to the first vesting date, this provision shall
be of
no effect. This grant of restricted stock was approved by the Compensation
Committee of OSI's Board of Directors.
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Item 1.02
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Termination
of a Material Definitive Agreement.
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In
connection with the appointment of Mr. Montgomery, the
consulting arrangement with Robert S. Merritt previously disclosed
in
the Company’s Form 8-K filed on June 17, 2005, is terminated effective
October 31, 2005.
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Item 5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Principal Officers
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On
October 19, 2005, the Company announced its appointment of
Dirk A. Montgomery as Senior Vice President and Chief
Financial
Officer of the Company. Mr. Montgomery executed an Employment Agreement
and Restricted Stock Agreement as more fully described in Item 1.01
above.
Mr. Montgomery has over 15 years’ experience in the food and retail
industries. Prior to joining OSI, Mr. Montgomery served as
Retail
Senior Financial Officer for ConAgra Foods, Inc. From 2000 to 2004,
Mr.
Montgomery served as Executive Vice President and Chief Financial
Officer
of Express, a division of Limited Brands, Inc. From 1991 to 2000,
Mr.
Montgomery served in a number of senior financial management positions
at
SaraLee Corporation. Earlier in his career, he held positions in
the audit
and corporate finance departments of Ernst & Young from
1985-1991.
As
a result of Mr. Montgomery’s appointment, Joseph W. Hartnett, the
Company’s Vice President of Corporate Accounting, will no longer serve as
the Interim Principal Financial and Accounting Officer of the Company,
as
previously disclosed.
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Item 9.01
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Financial
Statements and Exhibits
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(c)
Exhibits
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Exhibit
No.
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99.1
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Appointment
of Senior Vice President and Chief Financial Officer Press Release
dated
October 19, 2005.
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99.2
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Employment
Agreement executed October 18, 2005, effective as of November 1,
2005.
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99.3
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Restricted
Stock Agreement executed October 18, 2005, effective as of November
1,
2005.
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Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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OUTBACK
STEAKHOUSE, INC.
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(Registrant)
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Date: October
21, 2005
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By:
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/s/
Joseph J.
Kadow
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Joseph
J. Kadow
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Executive
Vice President
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