Bill Allen III This is Me

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1. 1. OSI Restaurant Partners, LLC

   www.osirestaurantpartners.com/ - [Cached]

   Published on: 3/2/2008   Last Visited: 3/2/2008

   A. William Allen, III OSI Restaurant Partners, LLC
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   A. William Allen, III
   
   Bill Allen was appointed Chief Executive Officer of OSI Restaurant Partners, LLC. (OSI) in March of 2005. Prior to his appointment, Mr. Allen served as President of OSI - West Coast Concepts overseeing Fleming's Prime Steakhouse & Wine Bar (which he co-founded in 1998) and Roy's. Mr. Allen has also served as President and CEO for La Madeleine French Bakery and Café and Koo Koo Roo.
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   Mr. Allen was also vice-president and partner for Restaurant Enterprises Group, a multi-concept group.

2. 2. www.sec.gov

   www.sec.gov/Archives/edgar/dat - [Cached]

   Published on: 4/3/2007   Last Visited: 4/14/2007

   It is currently expected that immediately following the closing, Mr. Sullivan, Mr. Basham, Mr. Gannon, Mr. Allen, Mr. Avery, Mr. Kadow and Mr. Montgomery will each own approximately 6.0%, 8.3%, 1.0%, 1.5%, 1.0%, 0.3% and 0.3% of the fully-diluted outstanding common stock of Parent.
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   Mr. Sullivan, Mr. Basham, Mr. Gannon, Mr. Allen, Mr. Avery, Mr. Kadow and Mr. Montgomery currently beneficially own approximately 3.3%, 5.7%, 1.6%, 0.9%, 1.0%, 0.3% and 0.1%, respectively, of our outstanding shares of common stock.
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   A. William Allen, III
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   each award of restricted stock held by Mr. Allen, Mr. Kadow and Mr. Montgomery will be exchanged for shares of common stock of Parent.
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   Immediately following the closing each of Mr. Allen, Mr. Avery, Mr. Kadow and Mr. Montgomery will own approximately 1.5%, 1.0%, 0.3% and 0.3%, respectively, of the fully-diluted outstanding common stock of Parent.
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   We estimate the amounts that will be payable to each OSI named executive officer in settlement of stock options as follows: Mr. Allen, $3,483,000, Mr. Avery, $10,433,000 and Mr. Kadow, $2,125,250.
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   We estimate the aggregate amount that will be payable to all directors and executive officers in settlement of stock options, restricted stock (other than restricted stock held by Mr. Allen, Mr. Kadow and Mr. Montgomery) and other equity-based awards to be approximately $19,265,000.
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   Mr. Allen, Mr. Kadow and Mr. Montgomery will contribute their restricted OSI stock to Parent in exchange for common stock of Parent.
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   Each of Mr. Allen, Mr. Avery, Mr. Kadow, and Mr. Montgomery is party to an employment agreement with OSI that would provide benefits to the executive in the event of specified triggering events in connection with a change of control of OSI such as the proposed merger.
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   Assuming that the current employment agreements remain in effect, that the merger is completed on April 30, 2007 and that thereafter each executive officer's employment is terminated on that date by OSI without cause or voluntarily terminated on that date by the executive officer for good reason, the estimated cost of the cash severance benefits described above (including any estimated tax gross-up payment) would be as follows: Mr. Allen, $9,391,000, Mr. Avery, $2,573,000, Mr. Kadow, $834,000, and Mr. Montgomery, $4,246,000.
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   Each of Mr. Allen, Mr. Avery, Mr. Kadow and Mr. Montgomery and Parent currently expects that the existing employment agreements described above will be amended and restated based upon the term sheet described below, in which event the amounts described in the immediately preceding paragraph would not become payable.
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   Effective as of the closing, each of Mr. Allen, Mr. Avery, Mr. Kadow and Mr. Montgomery is expected to execute an amended and restated employment agreement with Parent.
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   Fleming's Steakhouse and Blue Coral Concepts: Mr. Allen will retain an equity interest in Fleming's Steakhouse. The parties will discuss Mr. Allen's participation in opportunities involving Blue Coral Seafood & Spirits ("Blue Coral"). Restrictive Covenants: Each of Mr. Allen, Mr. Avery, Mr. Kadow and Mr. Montgomery will be subject to confidentiality obligations, and non-competition and non-solicitation covenants, for one year following termination of employment.
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   Legal Fees: Parent will pay all reasonable legal fees incurred by Mr. Allen, Mr. Avery, Mr. Kadow and Mr. Montgomery arising out of the negotiation and drafting of the management arrangements.
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   Additional Investment Opportunity: Each of Mr. Allen, Mr. Avery, Mr. Kadow and Mr. Montgomery will have the opportunity to make additional investments in Parent common stock at closing.
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   Mr. Allen, 26%; Mr. Avery, 24%; Mr. Kadow, 16.7%; Mr. Montgomery, 8%.
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   A. William Allen III
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   The shares expected to be received by Mr. Allen, Mr. Montgomery and Mr. Kadow in exchange for their restricted stock of OSI are expected to vest at a rate of 20% on each of the first five anniversaries of the closing, subject to acceleration in certain circumstances.
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   In addition, it is expected that Parent will establish a new option plan providing for awards of an aggregate of 2.5% of its common stock outstanding as of the closing of the merger, with options representing 1.75% of its common stock expected to be granted as of closing and allocated 26% to Mr. Allen, 24% to Mr. Avery, 16.7% to Mr. Kadow, 8% to Mr. Montgomery and the remaining 25.3% to other members of OSI management.
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   Each of Mr. Allen, Mr. Avery, Mr. Kadow, Mr. Montgomery and Parent currently expects that the existing employment agreements will be amended and restated based upon the term sheets described above, in which event the severance amounts discussed under ", Interests of our Directors and Executive Officers in the Merger , Management Employment Agreements" would not become payable.
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   Mr. Allen, Mr. Avery, Mr. Kadow, Mr. Montgomery and our other management also will receive options to purchase shares of Parent Common Stock as described under " , Interests of Our Directors and Executive Officers in the Merger , Management Equity Incentive Plan."
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   A. William Allen
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   A. William Allen III
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   A. William Allen III
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   Mr. Allen, through his revocable trust in which he and his wife are the grantors, trustees and sole beneficiaries, owns all of the equity interests in AWA III Steakhouses, Inc., which owns 2.5% of Outback/Flemings, LLC. Outback/Flemings, LLC serves as the general partner of limited partnerships that own certain Fleming's Steakhouses. During the past two years, Mr. Allen, through his ownership interest in Outback/Flemings, LLC, received no distributions from investments in 40 restaurants and paid in capital of $516,926.
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   As contemplated under the Merger Agreement, each of Mr. Basham, Mr. Gannon, Mr. Sullivan, Mr. Allen, Mr. Kadow and Mr. Montgomery will acquire, and Parent will issue and transfer to such person, a number of shares of common stock of Parent in exchange for the contribution of such person's shares of OSI common stock to Parent.
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   With respect to their shares of OSI common stock not contributed to Parent, each of Mr. Basham, Mr. Gannon, Mr. Sullivan, Mr. Allen, Mr. Kadow and Mr. Montgomery will receive cash equal to the per share merger consideration to be received by OSI's other stockholders in the merger.
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   A. William Allen III has served as Chief Executive Officer of OSI since March 2005 and has been a director since April 2005. From January 2004 to March 2005, Mr. Allen served as President of West Coast Concepts of OSI. He is a co-founder and was the President of Fleming's Prime Steakhouse & Wine Bar from October 1999 until January 2004.
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   OSI Directors (other than Mr. Allen) and Director Emeritus:

3. 3. www.sec.gov

   www.sec.gov/Archives/edgar/dat - [Cached]

   Published on: 6/14/2007   Last Visited: 6/19/2007

   0001319250 Allen A William III C/O OSI RESTAURANT PARTNERS, INC. 2202 N. WEST SHORE BLVD., 5TH FLOOR TAMPA FL 33607 1 1 0 0 CEO