SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 5)*

LANDRY’S RESTAURANTS, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

51508L 10 3

(CUSIP Number)

Tilman J. Fertitta

1510 West Loop South

Houston, Texas 77027

(713) 850-1010

(Name, Address and Telephone Number of Person authorized to Receive Notices and Communications)

with copies to:

Steven L. Scheinthal

Landry’s Restaurants, Inc.

1510 West Loop South

Houston, Texas 77027

(713) 850-1010

March 14, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13-1(e), (f) or (g), check the following box  ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13D-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Tilman J. Fertitta - ###-##-####
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨ (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS* PF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH	7.    SOLE VOTING POWER        6,480,148 (1) (2)
	8.    SHARED VOTING POWER        -0-
	9.    SOLE DISPOSITIVE POWER        6,480,148 (1) (2)
	10.    SHARED DISPOSITIVE POWER        -0-

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,480,148 (1) (2)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.4% (See Item 5)
14.	TYPE OF REPORTING PERSON * IN

⁽¹⁾ Includes 883,333 shares subject to options that have not been exercised by Tilman J. Fertitta but which are exercisable within 60 days of the date hereof.

⁽²⁾ Includes 400,000 shares of restricted Common Stock which vest 10 years from the date of each grant and an additional 275,000 shares of restricted Common Stock which vest 7 years from the date of grant.

AMENDMENT NO. 5 TO SCHEDULE 13D

This Amendment No. 5 amends and supplements the statement on Schedule 13D, as most recently amended by Amendment No. 4 dated January 3, 2003, filed by Tilman J. Fertitta with respect to the Common Stock, par value $.01 per share (“Common Stock”) of Landry’s Restaurants, Inc. (“Landry’s”). Such Schedule 13D is hereby amended to add or revise information only to the items indicated.

ITEM 1. SECURITY AND ISSUER

This statement relates to the Common Stock, par value $0.01 per share (the “Common Stock”), of Landry’s Restaurants, Inc., a Delaware corporation (“Landry’s”). The address of Landry’s principal executive office is 1510 West Loop South, Houston, Texas, 77027.

ITEM 2. IDENTITY AND BACKGROUND

This Schedule 13D is being filed by Tilman J. Fertitta, a United States citizen (“Fertitta”). The business address of Fertitta is 1510 West Loop South, Houston, Texas, 77027.

Fertitta is the President and Chief Executive Officer of Landry’s.

During the last five years, Fertitta has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) and has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and is not or was not subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

On March 14, 2006, Fertitta’s employment contract with Landry’s was amended whereby Landry’s granted him 275,000 shares of restricted Common Stock which vest in full 7 years after the date of grant in lieu of Landry’s obligation to issue to him 550,000 stock options. Of the 6,480,148 shares of Landry’s Common Stock in which Fertitta currently has a beneficial interest, 883,333 relate to options to acquire Landry’s Common Stock granted to Fertitta pursuant to various Stock option plans and which are exercisable within 60 days, 400,000 relate to restricted shares of Landry’s Common Stock issued to him pursuant to his employment agreement and vest 10 years from the date of each grant, and 275,000 shares relate to the grant of restricted shares of Common Stock referenced above.

ITEM 4. PURPOSE OF THE TRANSACTION

Fertitta is the founder of Landry’s and is its current Chairman, Chief Executive Officer and President. Since Landry’s inception, he has been directly or indirectly, Landry’s largest individual stockholder. In connection with his employment with Landry’s, he was awarded restricted shares of Common Stock. Depending upon market conditions and other matters he deems material, Fertitta may acquire or dispose of additional shares of Landry’s Common Stock, so long as it meets his personal investment criteria. Except as set forth in this Item 4, Fertitta does not have any present plans which would result in any of the actions enumerated in clauses (a) – (j) of Item 4 of Schedule 13D.

ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.

(A) AGGREGATE NUMBER AND PERCENTAGE OF SECURITIES BENEFICIALLY OWNED:

Fertitta is the direct beneficial owner of 4,921,814 shares of Landry’s Common Stock, plus has options to acquire an additional 883,333 shares of Landry’s Common Stock which are exercisable within 60 days from the date hereof, plus has received 675,000 shares of restricted Common Stock, 400,000 shares of which vest 10 years from the date of grant and 275,000 shares of which vest 7 years from the date of grant, representing in the aggregate 28.4% of the shares of Landry’s Common Stock outstanding (based on the number of shares of Landry’s Common Stock outstanding on March 10, 2006).

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Fertitta currently has a right to acquire (i) 150,000 options (awarded in 1997) which are fully vested at an exercise price of $12.875 a share, (ii) 100,000 options (awarded in 2000) at an exercise price of $7.00 a share, which are fully vested, (iii) 250,000 options (awarded in 2001) which are fully vested at an exercise price of $8.50 per share; (iv) 300,000 options (awarded in 2002) which are fully vested at an exercise price of $18.00 per share; and (v) 250,000 options (awarded in 2004) which vest over 3 years at an exercise price of $27.50 per share and are subject to an accelerated vesting schedule. Based on the foregoing, Fertitta has the option to acquire up to 883,333 shares of Common Stock in Landry’s within sixty (60) days.

In addition, pursuant to Fertitta’s employment agreement with Landry’s, he was awarded 100,000 shares of restricted Common Stock for each year of the five year term of the employment agreement, subject to a 10 year vesting for each grant of restricted Common Stock. To date, 400,000 shares have been issued. In addition, on March 14, 2006, his employment agreement was amended whereby he was awarded an additional 275,000 shares of restricted Common Stock subject to a 7 year vesting schedule in lieu of a 550,000 share option grant due him under his employment agreement.

ITEM 7. EXHIBITS

1. Stock Option Agreement between Landry’s and Fertitta dated June 8, 2004.

2. Restricted Stock Agreement between Landry’s and Fertitta dated August 6, 2003.

3. Restricted Stock Agreement between Landry’s and Fertitta dated February 23, 2004.

4. Restricted Stock Agreement between Landry’s and Fertitta dated March 18, 2005.

5. Restricted Stock Agreement between Landry’s and Fertitta dated February 9, 2006.

6. Restricted Stock Agreement between Landry’s and Fertitta dated March 14, 2006.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

[SIGNATURES APPEAR ON THE FOLLOWING PAGES]

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

March 22, 2006

(Date)

/s/ Tilman J. Fertitta

(Signature)

EX-99.1

Exhibit 1

NON-QUALIFIED STOCK OPTION AGREEMENT

This Non-Qualified Stock Option Agreement (the “Agreement”) is made and entered into effective as of the 8^th day of June, 2004, by and between LANDRY’S RESTAURANTS, INC., a Delaware corporation (herein called the “Company”), and TILMAN J. FERTITTA (herein called the “Employee”).

W I T N E S S E T H:

WHEREAS, the Board of Directors of the Company, has resolved that the interests of the Company will be advanced by encouraging and enabling certain of its key employees and certain key employees of its subsidiaries (which subsidiaries are hereinafter referred to collectively as the “Operating Company”) who are mainly responsible for the management, growth and protection of the Company and the Operating Company to acquire proprietary shares in the Company, thus providing them with a more direct concern in the welfare of the Company and the Operating Company and assuring a closer identification of their interests with those of the Company and the Operating Company; and

WHEREAS, the Board of Directors (“Board”) believes that the acquisition of such an interest in the Company will stimulate the endeavors of such employees on behalf of the Company or the Operating Company and strengthen their desire to remain with the Company or the Operating Company; and

WHEREAS, the individual above named is one of such employees.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained and other good and valuable consideration, the parties hereto agree as follows:

1. Company hereby grants to the Employee as a matter of separate inducement and agreement in connection with his employment by the Company or Operating Company, and not in lieu of any salary or other compensation for his services, the right and option to purchase, at the time and on the terms and conditions hereinafter set forth, 250,000 shares of the presently authorized Common Stock of the Company at the purchase price of twenty-seven and 50/100 dollars ($27.50) per share, subject, however, to the Company’s election provided in Paragraph 5(b) to pay to Employee the Cash Equivalent Value of such shares.

2. The option provided for in this Agreement shall be subject to such administrative rules as may be promulgated by the compensation committee of the Company’s Board of Directors (the “Committee”) and communicated to the Employee in writing. The Committee shall have the discretion to interpret the terms of this Agreement; any such interpretation that is not clearly erroneous shall be binding on all parties interested herein.

3. This option shall continue for ten (10) years from the date hereof, except and to the extent that such term may be reduced as provided in Paragraphs 6, 7, 8, 9, 13, 14 and 15 hereof; provided, however, that if any termination date provided for herein shall fall on a Saturday, Sunday or legal holiday, then such termination date shall be deemed to be the first normal business day of the Company, at its office specified in Paragraph 19 hereof, before such Saturday, Sunday or legal holiday.

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4. Except as otherwise provided herein, this option shall be exercisable not later than ten (10) years from the date hereof, and only to the extent of shares that have vested in accordance with the following schedule:

Vesting Date of Grant	Portion of Shares That is Vested On and After Such Vesting Date and Before Next Vesting Date
June 8, 2005	33.3%
June 8, 2006	33.3%
June 8, 2007	33.3%

The Employee’s right to exercise the option granted hereunder accrues only in accordance with the preceding sentence and, except as otherwise provided herein, only to the extent that he remains in the continuous employ of the Company or Operating Company. This option shall be exercisable during the lifetime of the Employee only by him. In no event may the Employee or any person exercising this option pursuant to Paragraph 8 hereof exercise this option (before or after any adjustment or substitution pursuant to Paragraph 13, 14 or 21 hereof) for a fraction of a share. Notwithstanding the foregoing, if the closing price of the Company’s Common Stock increases by more than forty percent (40%) above the grant price of $27.50 per share at anytime after the date hereof, all options issued hereunder pursuant to this option agreement shall automatically vest and be immediately exercisable.

5. The option granted hereby shall be exercisable upon and subject to the following terms and conditions:

(a) The option granted hereby may be exercised by delivering to the Secretary of the Company from time to time within the time limits specified in Paragraph 4 hereof a written notice specifying the number of vested shares the Employee then desires to purchase.

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(b) Upon receipt of Employee’s written notice of exercise, the Company may, at its option, (i) allow the Employee to consummate the purchase of the number of shares indicated in the notice of exercise in accordance with the terms of this Agreement or (ii) in the alternative, pay to the Employee the Cash Equivalent Value of such shares. The Company shall give written notice (the “Notice of Election”) to the Employee (or his executor, administrator or legal representative) of the Company’s election of clause (i) or clause (ii) within forty-five (45) days after receipt of the Employee’s notice of exercise. If the Company fails to give its Notice of Election within the period specified in this Paragraph 5(b), it will be deemed to have elected to allow the Employee to consummate the purchase of shares.

(c) In the event that the Company elects to proceed under clause (ii) of Paragraph 5(b) and pay the Cash Equivalent Value, payment shall be due on the fifteenth (15th) business day following the date of the Company’s Notice of Election. The Cash Equivalent Value shall be paid to the Employee by check.

(d) In the event that the Company elects to proceed under clause (i) of Paragraph 5(b) and allow the Employee to purchase the number of shares indicated in his notice of exercise, the Employee shall, within fifteen (15) business days following the Company’s Notice of Election, deliver to the Secretary of the Company a cashier’s check payable in United States currency (unless a personal check shall be acceptable to such offer) to the order of the Company for an amount equal to the option price for such number of shares; or, with the prior consent of the Board of Directors of the Company, and upon receipt of all regulatory approvals, certificates for Common Stock of the Company, valued at the Fair Market Value (as hereinafter defined) of such Common Stock on the date of exercise of this option, as payment of all or any portion of the option price for such number

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of shares. The check or, if applicable, the certificates shall be accompanied by such other instruments or agreements duly signed by the Employee as in the opinion of counsel for the Company may be necessary or advisable in order that the issuance of such number of shares comply with applicable rules and regulations under the Securities Act of 1933, as amended (the “Act”), any appropriate state securities laws or any requirement of any national securities exchange on which such stock may be traded. As soon as practicable after any such exercise of the option in whole or in part by the Employee, the Company will deliver to the Employee a certificate for the number of shares with respect to which the option shall have been so exercised, issued in the Employee’s name. Such stock certificate shall carry such appropriate legend, and such written instructions shall be given to the Company’s Transfer Agent, as may be deemed necessary or advisable by counsel to the Company to satisfy the requirements of the Act or any state securities laws.

(e) As used in this Agreement, the following terms shall have the respective meanings indicated below:

(i) The per share Cash Equivalent Value shall mean the amount, if any, by which the per share Fair Market Value as of the date of the Employee’s notice of exercise of this option, exceeds the purchase price set forth in Paragraph 1 of this Agreement.

(ii) Fair Market Value shall mean, as of a particular date, (i) if the shares of Common Stock are listed on a national securities exchange, the closing sales price per share of Common Stock on the consolidated transaction reporting system for the principal securities exchange for the Common Stock on that date, or, if there shall have been no such sale so reported on that date, on the last preceding date on which such a sale was so reported, (ii) if the shares of Common Stock are not so listed but are quoted on

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the New York Stock Exchange (“NYSE”), the closing sales price per share of Common Stock on the NYSE on that date, or, if there shall have been no such sale so reported on that date, on the last preceding date on which such a sale was so reported, (iii) if the Common Stock is not so listed or quoted, the mean between the closing bid and asked price on that date, or, if there are no quotations available for such date, on the last preceding date on which such quotations shall be available, as reported by NYSE, or, if not reported by NYSE, by the National Quotation Bureau, Inc., or (iv) if none of the above is applicable, such amount as may be determined by the Board (acting on the advice of an Independent Third Party, should the Board elect in its sole discretion to utilize an Independent Third Party for this purpose), in good faith, to be the fair market value per share of Common Stock. “Independent Third Party” means an individual or entity independent of the Company having experience in providing investment banking or similar appraisal or valuation services and with expertise generally in the valuation of securities or other property for purposes of this Agreement. The Board may utilize one or more Independent Third Parties.

6. In the event the employment of the Employee is terminated for any reason other than Disability (as defined below), death or for cause (as determined by the Committee in its sole and absolute discretion), then the Employee shall have the right at any time within one (1) month after the termination of such employment or, if shorter, during the unexpired term of this option, to exercise this option for the full number of shares or any portion thereof, except as to the issuance of fractional shares, but only to the extent this option was otherwise exercisable in accordance with Paragraph 4 hereof on the date of such cessation of employment; subject, however, to the Company’s election provided in Paragraph 5(b) to pay to Employee the Cash Equivalent Value of such shares.

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7. In the event the employment of Employee is terminated by reason of Disability, then the Employee shall have the right at any time within six (6) months after the termination of such employment or, if shorter, during the unexpired term of this option, to exercise this option for the full number of shares or any portion thereof, except as to the issuance of fractional shares (whether or not then exercisable in accordance with Paragraph 4 hereof); subject, however, to the Company’s election provided in Paragraph 5(b) to pay to Employee the Cash Equivalent Value of such shares. “Disability” shall mean the Participant is qualified for long-term disability benefits under the Company’s or Subsidiary’s disability plan or insurance policy; or, if no such plan or policy is then in existence or if the Participant is not eligible to participate in such plan or policy, that the Participant, because of ill health, physical or mental disability or any other reason beyond his or her control, is unable to perform his or her duties of employment for a period of not less than twelve (12) continuous months, as determined in the sole and absolute discretion of the Committee.

8. In the event of the death of the Employee while in the employ of the Company or Operating Company, this option may be exercised for the full number of shares, or any portion thereof, except as to the issuance of fractional shares (whether or not then exercisable in accordance with Paragraph 4 hereof), at any time within six (6) months from the date of death of the Employee or within the unexpired term of this option, whichever is shorter, by the person or persons to whom the Employee’s rights under this option shall pass by the Employee’s will or by the laws of descent and distribution, whichever is applicable; subject, however, to the Company’s election provided in Paragraph 5(b) to pay to Employee the Cash Equivalent Value of such shares.

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9. In the event the employment of Employee is terminated for cause (which determination shall be made in the sole and absolute discretion of the Committee), this option shall automatically terminate as of the date of such cessation of employment.

10. Shares to be issued on the exercise of this option shall be shares previously issued and re-acquired by the Company.

11. The Company shall not be required to issue or deliver any certificates for shares purchased upon the exercise of this option prior to: (i) the obtaining of any approval from any governmental agency which the Company shall, in its sole discretion, determine to be necessary or advisable; (ii) the completion of any registration or other qualification of such shares under any state or federal law or ruling or regulation of any governmental body which the Company shall, in its sole discretion, determine to be necessary or advisable; and (iii) the determination by the Committee that Employee has tendered to the Company any federal, state or local tax owed by Employee as a result of exercising this option when the Company has a legal liability to satisfy such tax. In addition, if shares reserved for issuance upon the exercise of this option shall not then be registered under the Act, the Company may, upon Employee’s exercise of this option, require Employee or his permitted transferee to represent in writing that the shares being acquired are for investment and not with a view to distribution, and may mark the certificate for the shares with a legend restricting transfer and may issue stop transfer orders relating to such certificate to the Company’s transfer agent.

12. In connection with the exercise of the option by the Employee and, as a condition to the Company’s obligation to deliver shares upon exercise of the option, the Employee shall make arrangements satisfactory to the Committee to insure that the amount of the federal withholding tax, if any, required to be withheld with respect to

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delivery of the shares is made available by the Employee for timely payment of the tax by the Company to the United States Government.

13. In the event that, prior to the delivery of all the shares in respect to which this option is granted, there shall be any change in the outstanding Common Stock of the Company, through reorganization, recapitalization, reclassification, stock dividend, stock split, amendment to the Company’s Certificate of Incorporation or reverse stock split, an appropriate and proportionate adjustment shall be made in the number and/or kind of securities allocated to the option hereby granted, without change in the aggregate purchase price applicable to the unexercised portion of the option, but with a corresponding adjustment in the number and price for each share or other unit of any security covered by the option. Such adjustments shall be made by the Committee, whose determination in the matter shall be conclusive and binding on the Company, the Employee and the Employee’s legal representative.

14. In the event that, prior to the delivery of all the shares in respect to which this option is granted, a Change of Control (as defined below) of the Company shall occur:

(a) If provision be made in writing in connection with a Change of Control, conversion or exchange of the Common Stock under outstanding and unexercised stock options for securities of another corporation, then the Committee shall adjust the shares under such outstanding and unexercised stock options in a manner not inconsistent with the provisions of such plan or agreement for the adjustment, change, conversion or exchange of such Common Stock and such options, and immediately upon such Change of Control, all outstanding and unexercised stock options shall become fully vested and immediately exercisable.

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(b) In the event provision is not made in connection with a Change of Control for the change, conversion or exchange of the Common Stock under outstanding and unexercised stock options for securities of another corporation, then immediately upon such Change of Control all stock options shall become fully vested and immediately exercisable, however, each outstanding and unexercised stock option shall terminate as of a date to be fixed by the Board; provided, however, that not less than thirty (30) days written notice of the date so fixed shall be given to Employee, wherein Employee shall have the right during such period to exercise the stock options. At the end of such period, all outstanding and unexercised stock options shall terminate and be of no other force or effect.

(c) All adjustments under this Section shall be made by the Committee, whose determination as to what adjustments shall be made and the extent thereof, shall be final, binding and conclusive on the Company, the Employee and the Employee’s legal representatives.

(d) “Change in Control” shall mean (i) the occurrence of an event of a nature that would be required to be reported in response to Item 1 or Item 2 of a Form 8-K Current Report of the Company promulgated pursuant to Sections 13 and 15(d) of the Securities Exchange Act of 1934 (the “1934 Act”); provided that, without limitation, such a Change in Control shall be deemed to have occurred if (a) any “person,” as such term is used in Sections 13(d) and 14(d) of the 1934 Act (other than the Company, any person on the Board at the time of the Date of Grant, any trustee or other fiduciary holding securities under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the “beneficial owner” (as defined

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in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities or (b) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election by the Board or the nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved; (ii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation; provided, however, that a merger or consolidation effected to implement a reorganization or recapitalization of the Company, or a similar transaction (collectively, a “Reorganization”), in which no “person” acquires more than twenty percent (20%) of the combined voting power of the Company’s then outstanding securities shall not constitute a Change in Control of the Company; or (iii) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

15. In the event that, prior to delivery of all the shares in respect to which this option is granted, there shall be a dissolution or liquidation of the Company, each outstanding and unexercised stock option granted hereunder shall terminate as of a date to

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be fixed by the Board; provided, however, that not less than thirty (30) days written notice of the date so fixed shall be given to Employee and Employee shall be fully vested in and shall have the right during such period to exercise the option, even though such option would not otherwise be exercisable under the option vesting schedule. At the end of such period, all outstanding and unexercised options shall terminate and be of no other effect.

16. Neither the Employee nor his legal representative shall be or have any of the rights or privileges of a shareholder of the Company in respect to any of the shares issuable upon the exercise of this option unless and until certificates representing such shares shall have been issued and delivered to the Employee.

17. Neither the granting of this option, the exercise of any part hereof, nor any provision of this Agreement shall constitute or be evidence of any understanding, express or implied, on the part of the Company or the Operating Company to employ the Employee for any specified period.

18. Except as otherwise herein provided, this option and the rights and privileges conferred hereby may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), other than by will or the laws of descent and distribution, and shall not be subject to execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this option or any right or privilege conferred hereby, contrary to the provisions hereof, this option and the rights and privileges conferred hereby shall immediately become null and void.

19. The Committee shall have authority to make reasonable constructions of this option and to correct any defect or supply any omission or reconcile any inconsistency in this option, and to prescribe reasonable rules and regulations relating to the administration of this option.

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20. Any notice relating to this Agreement shall be in writing and delivered in person or by registered mail to the Company at the Company’s main office, 1510 West Loop South, Houston, TX 77027, or to such other address as may be hereafter specified by the Company, to the attention of its Secretary. All notices to the Employee or other person or persons then entitled to exercise the option shall be delivered to the Employee or such other person or persons at the Employee’s address specified below.

21. In the event that, prior to the delivery of all of the shares in respect to which this option is granted, there shall be a merger or consolidation of the Company in which the Company is the surviving corporation and, if as a result thereof, outstanding shares of Common Stock of the Company are changed, converted or exchanged, then there shall be substituted for each share of stock subject to the option granted hereby the number, kind or amount of shares of stock or other securities or cash, property, rights or obligations into which the outstanding shares of Common Stock of the Company shall be so changed, converted or exchanged as a result of such merger or consolidation. In the case of any such substitution or adjustment as provided in this paragraph, the option price referred to in this Agreement for the shares covered hereby shall be the option price for the shares or other securities or cash, property, rights or obligations which shall have been substituted for the shares covered hereby or to which such shares shall have been adjusted. Any adjustment or substitutions pursuant to this paragraph shall be made by the Committee, whose determination in the matter shall be conclusive and binding on the Company, the Employee and his legal representatives.

22. The Employee agrees that, as partial consideration for the granting of this option, he will keep confidential all information and knowledge which he has relating to the manner, the terms and conditions, and the amount of the grant made to the Employee

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under this Agreement; provided, however, that such information may be given in confidence to the Employee’s spouse or to a financial institution to the extent that such information is necessary in order to secure a loan.

23. Any payment or any issuance or transfer of shares of the Common Stock to the Employee or his legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such persons hereunder. The Board may require the Employee, legal representative, heir, legatee or distributee, as a condition precedent to such payment, to execute a release and receipt therefor in such form as it shall determine.

24. This option is not intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be so construed.

25. The validity, construction and effect of the Agreement shall be determined in accordance with the laws of the State of Delaware. Notwithstanding anything contained herein to the contrary, the Company shall not be required to sell or issue shares of Common Stock under this Agreement, if the issuance thereof would constitute a violation by the Employee or the Company of any provisions of any law or regulation of any governmental authority or any national securities exchange or inter-dealer quotation system or other forum in which shares of Common Stock are quoted or traded (including without limitation Section 16 of the 1934 Act); and, as a condition of any sale or issuance of shares of Common Stock under this Agreement, the Committee may require such agreements or undertakings, if any, as the Committee may deem necessary or advisable to assure compliance with any such law or regulation. The grant and exercise of this option and the obligation of the Company to sell and deliver shares of Common Stock, shall be

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subject to all applicable federal and state laws, rules and regulations and to such approvals by any government or regulatory agency as may be required.

26. Proceeds from the sale of Common Stock pursuant to the exercise of this option shall constitute general funds of the Company.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its name by its President and its corporate seal to be hereunto affixed and attested by its Secretary on the date and year first above written, and the Employee has hereunto set his hand on the day and year specified above.

	LANDRY’S RESTAURANTS, INC.
ATTEST:
/s/    Steven L. Scheinthal	By:	/s/    Tilman J. Fertitta
Steven L. Scheinthal, Secretary		Tilman J. Fertitta, President
( S E A L )		/s/    Tilman J. Fertitta
		Tilman J. Fertitta
		Street Address (No P.O. Box please)
		City, State and Zip Code

16

EX-99.2

Exhibit 2

LANDRY’S RESTAURANTS, INC.

RESTRICTED STOCK GRANT AGREEMENT

Landry’s Restaurants, Inc., a Delaware corporation (the “Company”}, in accordance with the provisions of Section 4(j) of the Personal Service and Employment Agreement entered into effective as of January 1, 2003 by and between the Company and Tilman J. Fertitta, (the “Employment Agreement”) hereby grants to Tilman J. Fertitta (the “Participant”) an award of 100,000 shares of common stock of the Company, par value $0.01 per share, (the “Awarded Shares”), subject to the terms and conditions of this Landry’s Restaurants, Inc. Restricted Stock Grant Agreement (the “Agreement”).

1. Date of Transfer of Awarded Shares. The date of transfer of the Awarded Shares to the Participant is August 6, 2003 (the “Date of Grant”).

2. Definitions. Capitalized terms used herein shall have the meanings assigned to such terms in this Section 2 or in the Employment Agreement, even if the Employment Agreement is no longer in force and effect.

(a) “Board” means the board of directors of the Company.

(b) “Termination of Service” means the cessation of Participant’s employment as an employee of the Company and its subsidiaries for any reason other than death, Disability, or a Termination Event.

(c) “Permitted Transfer” means any of the following transfers that comply with Section 16 of this Agreement: (i) any transfer of Awarded Shares to the Company, (ii) a transfer of Awarded Shares to the spouse (or former spouse), children or grandchildren of the Participant “Immediate Family Members”), or (iii) a transfer of Awarded Shares to a trust or trusts for the exclusive benefit of such Immediate Family Members, provided that in each case, a Permitted Transferee executes a counterpart of this Agreement in order to be bound thereby.

(d) “Permitted Transferee” means the recipient of a Permitted Transfer described in Sections 2(c)(ii) or (iii).

3. Vesting. The vesting of the Awarded Shares as set forth in this Section 3 shall be conditioned upon the Participant’s future performance of services.

(a) Except as otherwise provided herein or any other applicable provision of this Agreement, one hundred percent (100%) of the Awarded Shares shall vest on January 1, 2013;

(b) Notwithstanding the foregoing, vesting of the Awarded Shares shall be accelerated, and one hundred percent (100%) of the Awarded Shares shall be fully vested on the date of a Termination Event or on the date of the Participant’s death or Disability.

4. Forfeiture of Awarded Shares. Awarded Shares that are not vested in accordance with Section 3 shall be forfeited on the date of the Participant’s Termination of Service. Upon forfeiture, all of Participant’s rights with respect to the forfeited Awarded Shares shall cease and terminate, without any further obligations on the part of the Company.

5. Restrictions on Awarded Shares. Awarded Shares that are not vested in accordance with Section 3 and which are subject to forfeiture in accordance with Section 4 shall be subject to the terms, conditions, provisions, and limitations of this Section 5.

(a) Transfer Restrictions. From the Date of Grant until the date the Awarded Shares are vested in accordance with Section 3 and no longer subject to forfeiture in accordance with Section 4 (the “Restriction Period”), neither the Participant nor any Permitted Transferee shall be permitted to sell, transfer, pledge, hypothecate, assign, grant any option to purchase, make any short sale of, or otherwise dispose of or encumber any of the Awarded Shares. Any such transfer, disposition, or encumbrance shall be null and void ab initio. Notwithstanding the foregoing, the Participant or a Permitted Transferee may engage in a Permitted Transfer. Upon any forfeiture, all rights of a Participant or Permitted Transferee with respect to the forfeited Awarded Shares shall cease and terminate, without any further obligation on the part of the Company. Following any Permitted Transfer described in Sections 2(c)(ii) or (iii), the Awarded Shares shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, provided that for all applicable purposes of this Agreement the term “Participant” shall be deemed to include the Permitted Transferee. The Company shall have no obligation to inform any Permitted Transferee of the vesting or forfeiture of the Awarded Shares. Except as otherwise provided in this Agreement, the Company shall have no obligation to register with any federal or state securities commission or agency any Awarded Shares that have been transferred by a Participant under this Section 5(a).

(b) Rights of a Shareholder. During the Restriction Period or until forfeiture of the nonvested Awarded Shares, the Participant shall have all of the rights of a stockholder of the Company including the right to vote the Awarded Shares and the right to receive dividends paid with respect thereto. Any stock dividends paid with respect to Awarded Shares (whether vested or unvested) shall at all times be treated as Awarded Shares and shall be subject to all restrictions placed on Awarded Shares. Stock dividends paid with respect to unvested Awarded Shares shall be unvested.

6. Delivery of Certificates. A certificate evidencing Awarded Shares that are subject to forfeiture pursuant to Section 4 shall be retained by the Company. Subject to the provisions of this Section 6, a certificate evidencing Awarded Shares that are no longer subject to forfeiture under Section 4 shall be delivered to the Participant at the Company’s principal place of business within ten (10) business days after the Participant’s Awarded Shares are no longer subject to forfeiture in accordance with Section 4.

7. Taxes.

(a) By execution of this Agreement, the Participant agrees that if the Participant makes an election under Internal Revenue Code (the “Code”) Section 83(b) to include in income the value of the Awarded Shares received pursuant to this Agreement, the Participant shall, in accordance with the regulations promulgated under Code Section 83(b), provide the Company with written notice of such election within ten (10) days following the transmittal of such election to the Internal Revenue Service.

(b) On or before the date on which the Participant is required to pay all federal, state, and local income and employment taxes owing by the Participant as a result of the vesting of the Awarded Shares pursuant to Section 3 (the “Taxes”), the Company shall pay to the Participant an amount equal to (i) the Taxes, plus (ii) the additional amount (the “Gross-Up Payment”) necessary to defray the Participant’s increased federal, state and local income and employment tax liability arising from his receipt of the payments under subparagraph (i) above and this subparagraph (ii), such that the net amount retained by the Participant, after deduction of any federal, state and local income and employment taxes imposed upon the Gross-Up Payment, shall be equal to the Taxes. For purposes of determining the amount of the Taxes and the Gross-Up Payment, the Participant shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the payment of the Taxes and the Gross-Up Payment are to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the residence of the Participant on the date the Awarded Shares vest, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

8. Investment Representations. By the Participant’s execution hereof, the Participant hereby acknowledges that the Awarded Shares have not been registered under the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (the “Act”), or any other state or foreign securities laws or regulations (“Blue Sky Laws”), and warrants and represents that he is acquiring the Shares solely for his own account, solely for investment purposes and not with a view to resale or distribution in violation of any federal or state securities law, and that in addition to the other restrictions on transfer set forth herein, no sale, transfer, assignment or other disposition of the Shares acquired by the Participant shall be made unless registered under the Act (and/or any other applicable Blue Sky Laws) or pursuant to an opinion of counsel satisfactory to counsel for the Company that the proposed sale, transfer, assignment, or other disposition may be consummated without violation of the Act (and/or any other applicable Blue Sky Laws). The Participant acknowledges that prior to the vesting of the Awarded Shares pursuant to Section 3, the Company has no obligation to satisfy any of the conditions to Rule 144 promulgated under the Act or otherwise to register any of the Awarded Shares so as to permit any of the Shares to be publicly resold.

9. Registration of Vested Awarded Shares. As soon as administratively possible following the vesting of the Awarded Shares pursuant to Section 3, the Company shall cause the Awarded Shares to be registered under the Act and/or otherwise to be permitted to be publicly resold.

10. Participant’s Acknowledgments. The Participant hereby acknowledges and agrees to accept as binding, conclusive, and final all decisions or interpretations of the Board upon any questions arising under this Agreement.

11. Law Governing. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Texas (excluding any conflict of laws rule or principle of Texas law that might refer the governance, construction, or interpretation of this agreement to the laws of another state).

12. Legal Construction. In the event that any one or more of the terms, provisions, or agreements that are contained in this Agreement shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect for any reason, the invalid, illegal, or unenforceable term, provision, or agreement shall not affect any other term, provision, or agreement that is contained in this Agreement, and this Agreement shall be construed in all respects as if the invalid, illegal, or unenforceable term, provision, or agreement had never been contained herein.

13. Covenants and Agreements as Independent Agreements. Each of the covenants and agreements that is set forth in this Agreement shall be construed as a covenant and agreement independent of any other provision of this Agreement. The existence of any claim or cause of action of the Participant against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements that are set forth in this Agreement.

14. No Right to Continued Employment. Subject to the Employment Agreement, nothing in this Agreement shall confer upon the Participant any right with respect to continuance of employment with the Company or any subsidiary or affiliate, and nothing herein shall interfere with the right of the Company or any subsidiary or affiliate to discharge the Participant at any time.

15. Entire Agreement. This Agreement supersedes any and all other prior understandings and agreements, either oral or in writing, other than the Employment Agreement, between the parties with respect to the subject matter hereof and, along with the Employment Agreement, constitute the sole and only agreements between the parties with respect to the said subject matter. All prior negotiations and agreements between the parties with respect to the subject matter hereof are merged into this Agreement. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement or the Employment Agreement and that any agreement, statement or promise that is not contained in this Agreement or the Employment Agreement shall not be valid or binding or of any force or effect.

16. Parties Bound. The terms, provisions, and agreements that are contained in this Agreement shall apply to, be binding upon, and inure to the benefit of the parties and their respective

heirs, executors, administrators, legal representatives, and permitted successors and assigns, subject to the limitation on assignment expressly set forth herein. No person or entity shall be permitted to acquire any Awarded Shares without first executing and delivering an agreement in the form satisfactory to the Company making such person or entity subject to the restrictions contained in this Agreement and providing those representations set forth in Sections 8 and 10 of this Agreement.

17. Modification. No change or modification of this Agreement shall be valid or binding upon the parties unless the change or modification is in writing and signed by the parties.

18. Headings. The headings that are used in this Agreement are used for reference and convenience purposes only and do not constitute substantive matters to be considered in construing the terms and provisions of this Agreement.

19. Gender and Number. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.

20. Notice. All notices, requests, consents, and other communications required or permitted hereunder shall be in writing and shall be delivered in person or mailed by certified or registered mail return receipt requested; or by facsimile with original sent by mail, which facsimile notice shall be deemed given when transmitted so long as evidence of machine confirmation of such transmittal is included with the original sent by mail, addressed as follows (or at such other address for the parties as shall be specified by like notice):

(a) if to the Company:

Landry’s Restaurants, Inc.

1510 West Loop South

Houston, TX 77027

Attn:	Steven L. Scheinthal, Esq.
	Executive Vice President and General Counsel
	Facsimile: 713.386.7070

(b) if to the Participant or a Permitted Transferee, to the Participant’s address as reflected on the signature page hereto or as the Participant shall designate to the Company in writing in accordance with this Section 20.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized person, and the Participant, to evidence his consent and approval of all the terms hereof, has duly executed this Agreement, effective as of January 1, 2003.

COMPANY:
LANDRY’S RESTAURANTS, INC.
By:	/s/    Joe Max Taylor
Name:	Joe Max Taylor
Title:	Chairman, Compensation Committee
PARTICIPANT:
/s/    Tilman J. Fertitta
Signature
Name:	Tilman J. Fertitta
Address:

EX-99.3

Exhibit 3

LANDRY’S RESTAURANTS, INC.

RESTRICTED STOCK GRANT AGREEMENT

Landry’s Restaurants, Inc., a Delaware corporation (the “Company”), in accordance with the provisions of Section 4(j) of the Personal Service and Employment Agreement entered into effective as of January 1, 2003 by and between the Company and Tilman J. Fertitta, (the “Employment Agreement”) hereby grants to Tilman J. Fertitta (the “Participant”) an award of 100,000 shares of common stock of the Company, par value $0.01 per share, (the “Awarded Shares”), subject to the terms and conditions of this Landry’s Restaurants, Inc. Restricted Stock Grant Agreement (the “Agreement”).

1. Date of Transfer of Awarded Shares. The date of transfer of the Awarded Shares to the Participant is February 23, 2004 (the “Date of Grant”).

2. Definitions. Capitalized terms used herein shall have the meanings assigned to such terms in this Section 2 or in the Employment Agreement, even if the Employment Agreement is no longer in force and effect.

(a) “Board” means the board of directors of the Company.

(b) “Termination of Service” means the cessation of Participant’s employment as an employee of the Company and its subsidiaries for any reason other than death, Disability, or a Termination Event.

(c) “Permitted Transfer” means any of the following transfers that comply with Section 16 of this Agreement: (i) any transfer of Awarded Shares to the Company, (ii) a transfer of Awarded Shares to the spouse (or former spouse), children or grandchildren of the Participant (“Immediate Family Members”), or (iii) a transfer of Awarded Shares to a trust or trusts for the exclusive benefit of such Immediate Family Members, provided that in each case, a Permitted Transferee executes a counterpart of this Agreement in order to be bound thereby.

(d) “Permitted Transferee” means the recipient of a Permitted Transfer described in Sections 2(c)(ii) or (iii).

3. Vesting. The vesting of the Awarded Shares as set forth in this Section 3 shall be conditioned upon the Participant’s future performance of services.

(a) Except as otherwise provided herein or any other applicable provision of this Agreement, one hundred percent (100%) of the Awarded Shares shall vest on January 1, 2014;

(b) Notwithstanding the foregoing, vesting of the Awarded Shares shall be accelerated, and one hundred percent (100%) of the Awarded Shares shall be fully vested on the date of a Termination Event or on the date of the Participant’s death or Disability.

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4. Forfeiture of Awarded Shares. Awarded Shares that are not vested in accordance with Section 3 shall be forfeited on the date of the Participant’s Termination of Service. Upon forfeiture, all of Participant’s rights with respect to the forfeited Awarded Shares shall cease and terminate, without any further obligations on the part of the Company.

5. Restrictions on Awarded Shares. Awarded Shares that are not vested in accordance with Section 3 and which are subject to forfeiture in accordance with Section 4 shall be subject to the terms, conditions, provisions, and limitations of this Section 5.

(a) Transfer Restrictions. From the Date of Grant until the date the Awarded Shares are vested in accordance with Section 3 and no longer subject to forfeiture in accordance with Section 4 (the “Restriction Period”), neither the Participant nor any Permitted Transferee shall be permitted to sell, transfer, pledge, hypothecate, assign, grant any option to purchase, make any short sale of, or otherwise dispose of or encumber any of the Awarded Shares. Any such transfer, disposition, or encumbrance shall be null and void ab initio. Notwithstanding the foregoing, the Participant or a Permitted Transferee may engage in a Permitted Transfer. Upon any forfeiture, all rights of a Participant or Permitted Transferee with respect to the forfeited Awarded Shares shall cease and terminate, without any further obligation on the part of the Company. Following any Permitted Transfer described in Sections 2(c)(ii) or (iii), the Awarded Shares shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, provided that for all applicable purposes of this Agreement the term “Participant” shall be deemed to include the Permitted Transferee. The Company shall have no obligation to inform any Permitted Transferee of the vesting or forfeiture of the Awarded Shares. Except as otherwise provided in this Agreement, the Company shall have no obligation to register with any federal or state securities commission or agency any Awarded Shares that have been transferred by a Participant under this Section 5(a).

(b) Rights of a Shareholder. During the Restriction Period or until forfeiture of the nonvested Awarded Shares, the Participant shall have all of the rights of a stockholder of the Company including the right to vote the Awarded Shares and the right to receive dividends paid with respect thereto. Any stock dividends paid with respect to Awarded Shares (whether vested or unvested) shall at all times be treated as Awarded Shares and shall be subject to all restrictions placed on Awarded Shares. Stock dividends paid with respect to unvested Awarded Shares shall be unvested.

6. Delivery of Certificates. A certificate evidencing Awarded Shares that are subject to forfeiture pursuant to Section 4 shall be retained by the Company. Subject to the provisions of this Section 6, a certificate evidencing Awarded Shares that are no longer subject to forfeiture under Section 4 shall be delivered to the Participant at the Company’s principal place of business within ten (10) business days after the Participant’s Awarded Shares are no longer subject to forfeiture in accordance with Section 4.

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7. Taxes.

(a) By execution of this Agreement, the Participant agrees that if the Participant makes an election under Internal Revenue Code (the “Code”) Section 83(b) to include in income the value of the Awarded Shares received pursuant to this Agreement, the Participant shall, in accordance with the regulations promulgated under Code Section 83(b), provide the Company with written notice of such election within ten (10) days following the transmittal of such election to the Internal Revenue Service.

(b) On or before the date on which the Participant is required to pay all federal, state, and local income and employment taxes owing by the Participant as a result of the vesting of the Awarded Shares pursuant to Section 3 (the “Taxes”), the Company shall pay to the Participant an amount equal to (i) the Taxes, plus (ii) the additional amount (the “Gross-Up Payment”) necessary to defray the Participant’s increased federal, state and local income and employment tax liability arising from his receipt of the payments under subparagraph (i) above and this subparagraph (ii), such that the net amount retained by the Participant, after deduction of any federal, state and local income and employment taxes imposed upon the Gross-Up Payment, shall be equal to the Taxes. For purposes of determining the amount of the Taxes and the Gross-Up Payment, the Participant shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the payment of the Taxes and the Gross-Up Payment are to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the residence of the Participant on the date the Awarded Shares vest, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

8. Investment Representations. By the Participant’s execution hereof, the Participant hereby acknowledges that the Awarded Shares have not been registered under the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (the “Act”), or any other state or foreign securities laws or regulations (“Blue Sky Laws”), and warrants and represents that he is acquiring the Shares solely for his own account, solely for investment purposes and not with a view to resale or distribution in violation of any federal or state securities law, and that in addition to the other restrictions on transfer set forth herein, no sale, transfer, assignment or other disposition of the Shares acquired by the Participant shall be made unless registered under the Act (and/or any other applicable Blue Sky Laws) or pursuant to an opinion of counsel satisfactory to counsel for the Company that the proposed sale, transfer, assignment, or other disposition may be consummated without violation of the Act (and/or any other applicable Blue Sky Laws). The Participant acknowledges that prior to the vesting of the Awarded Shares pursuant to Section 3, the Company has no obligation to satisfy any of the conditions to Rule 144 promulgated under the Act or otherwise to register any of the Awarded Shares so as to permit any of the Shares to be publicly resold.

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9. Registration of Vested Awarded Shares. As soon as administratively possible following the vesting of the Awarded Shares pursuant to Section 3, the Company shall cause the Awarded Shares to be registered under the Act and/or otherwise to be permitted to be publicly resold.

10. Participant’s Acknowledgments. The Participant hereby acknowledges and agrees to accept as binding, conclusive, and final all decisions or interpretations of the Board upon any questions arising under this Agreement.

11. Law Governing. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Texas (excluding any conflict of laws rule or principle of Texas law that might refer the governance, construction, or interpretation of this agreement to the laws of another state).

12. Legal Construction. In the event that any one or more of the terms, provisions, or agreements that are contained in this Agreement shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect for any reason, the invalid, illegal, or unenforceable term, provision, or agreement shall not affect any other term, provision, or agreement that is contained in this Agreement, and this Agreement shall be construed in all respects as if the invalid, illegal, or unenforceable term, provision, or agreement had never been contained herein.

13. Covenants and Agreements as Independent Agreements. Each of the covenants and agreements that is set forth in this Agreement shall be construed as a covenant and agreement independent of any other provision of this Agreement. The existence of any claim or cause of action of the Participant against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements that are set forth in this Agreement.

14. No Right to Continued Employment. Subject to the Employment Agreement, nothing in this Agreement shall confer upon the Participant any right with respect to continuance of employment with the Company or any subsidiary or affiliate, and nothing herein shall interfere with the right of the Company or any subsidiary or affiliate to discharge the Participant at any time.

15. Entire Agreement. This Agreement supersedes any and all other prior understandings and agreements, either oral or in writing, other than the Employment Agreement, between the parties with respect to the subject matter hereof and, along with the Employment Agreement, constitute the sole and only agreements between the parties with respect to the said subject matter. All prior negotiations and agreements between the parties with respect to the subject matter hereof are merged into this Agreement. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement or the Employment Agreement and that any agreement, statement or promise that is not contained in this Agreement or the Employment Agreement shall not be valid or binding or of any force or effect.

16. Parties Bound. The terms, provisions, and agreements that are contained in this Agreement shall apply to, be binding upon, and inure to the benefit of the parties and their respective

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heirs, executors, administrators, legal representatives, and permitted successors and assigns, subject to the limitation on assignment expressly set forth herein. No person or entity shall be permitted to acquire any Awarded Shares without first executing and delivering an agreement in the form satisfactory to the Company making such person or entity subject to the restrictions contained in this Agreement and providing those representations set forth in Sections 8 and 10 of this Agreement.

17. Modification. No change or modification of this Agreement shall be valid or binding upon the parties unless the change or modification is in writing and signed by the parties.

18. Headings. The headings that are used in this Agreement are used for reference and convenience purposes only and do not constitute substantive matters to be considered in construing the terms and provisions of this Agreement.

19. Gender and Number. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.

20. Notice. All notices, requests, consents, and other communications required or permitted hereunder shall be in writing and shall be delivered in person or mailed by certified or registered mail return receipt requested; or by facsimile with original sent by mail, which facsimile notice shall be deemed given when transmitted so long as evidence of machine confirmation of such transmittal is included with the original sent by mail, addressed as follows (or at such other address for the parties as shall be specified by like notice):

(a) if to the Company:

Landry’s Restaurants, Inc.

1510 West Loop South

Houston, TX 77027

Attn:	Steven L. Scheinthal, Esq.
	Executive Vice President and General Counsel
	Facsimile: 713.386.7070

(b) if to the Participant or a Permitted Transferee, to the Participant’s address as reflected on the signature page hereto or as the Participant shall designate to the Company in writing in accordance with this Section 20.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized person, and the Participant, to evidence his consent and approval of all the terms hereof, has duly executed this Agreement, effective as of January 1, 2004.

COMPANY: LANDRY’S RESTAURANTS, INC.
By:	/s/    Joe Max Taylor
	Joe Max Taylor Chairman Compensation Committee
PARTICIPANT:
By:	/s/    Tilman J. Fertitta
	Tilman J. Fertitta

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EX-99.4

Exhibit 4

LANDRY’S RESTAURANTS, INC.

RESTRICTED STOCK GRANT AGREEMENT

Landry’s Restaurants, Inc., a Delaware corporation (the “Company”), in accordance with the provisions of Section 4(j) of the Personal Service and Employment Agreement entered into effective as of January 1, 2003 by and between the Company and Tilman J. Fertitta, (the “Employment Agreement”) hereby grants to Tilman J. Fertitta (the “Participant”) an award of 100,000 shares of common stock of the Company, par value $0.01 per share, (the “Awarded Shares”), subject to the terms and conditions of this Landry’s Restaurants, Inc. Restricted Stock Grant Agreement (the “Agreement”).

1. Date of Transfer of Awarded Shares. The date of transfer of the Awarded Shares to the Participant is March 18, 2005 (the “Date of Grant”).

2. Definitions. Capitalized terms used herein shall have the meanings assigned to such terms in this Section 2 or in the Employment Agreement, even if the Employment Agreement is no longer in force and effect.

(a) “Board” means the board of directors of the Company.

(b) “Termination of Service” means the cessation of Participant’s employment as an employee of the Company and its subsidiaries for any reason other than death, Disability, or a Termination Event.

(c) “Permitted Transfer” means any of the following transfers that comply with Section 16 of this Agreement: (i) any transfer of Awarded Shares to the Company, (ii) a transfer of Awarded Shares to the spouse (or former spouse), children or grandchildren of the Participant (“Immediate Family Members”), or (iii) a transfer of Awarded Shares to a trust or trusts for the exclusive benefit of such Immediate Family Members, provided that in each case, a Permitted Transferee executes a counterpart of this Agreement in order to be bound thereby.

(d) “Permitted Transferee” means the recipient of a Permitted Transfer described in Sections 2(c)(ii) or (iii).

3. Vesting. The vesting of the Awarded Shares as set forth in this Section 3 shall be conditioned upon the Participant’s future performance of services.

(a) Except as otherwise provided herein or any other applicable provision of this Agreement, one hundred percent (100%) of the Awarded Shares shall vest on January 1, 2015;

(b) Notwithstanding the foregoing, vesting of the Awarded Shares shall be accelerated, and one hundred percent (100%) of the Awarded Shares shall be fully vested on the date of a Termination Event or on the date of the Participant’s death or Disability.

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4. Forfeiture of Awarded Shares. Awarded Shares that are not vested in accordance with Section 3 shall be forfeited on the date of the Participant’s Termination of Service. Upon forfeiture, all of Participant’s rights with respect to the forfeited Awarded Shares shall cease and terminate, without any further obligations on the part of the Company.

5. Restrictions on Awarded Shares. Awarded Shares that are not vested in accordance with Section 3 and which are subject to forfeiture in accordance with Section 4 shall be subject to the terms, conditions, provisions, and limitations of this Section 5.

(a) Transfer Restrictions. From the Date of Grant until the date the Awarded Shares are vested in accordance with Section 3 and no longer subject to forfeiture in accordance with Section 4 (the “Restriction Period”), neither the Participant nor any Permitted Transferee shall be permitted to sell, transfer, pledge, hypothecate, assign, grant any option to purchase, make any short sale of, or otherwise dispose of or encumber any of the Awarded Shares. Any such transfer, disposition, or encumbrance shall be null and void ab initio. Notwithstanding the foregoing, the Participant or a Permitted Transferee may engage in a Permitted Transfer. Upon any forfeiture, all rights of a Participant or Permitted Transferee with respect to the forfeited Awarded Shares shall cease and terminate, without any further obligation on the part of the Company. Following any Permitted Transfer described in Sections 2(c)(ii) or (iii), the Awarded Shares shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, provided that for all applicable purposes of this Agreement the term “Participant” shall be deemed to include the Permitted Transferee. The Company shall have no obligation to inform any Permitted Transferee of the vesting or forfeiture of the Awarded Shares. Except as otherwise provided in this Agreement, the Company shall have no obligation to register with any federal or state securities commission or agency any Awarded Shares that have been transferred by a Participant under this Section 5(a).

(b) Rights of a Shareholder. During the Restriction Period or until forfeiture of the nonvested Awarded Shares, the Participant shall have all of the rights of a stockholder of the Company including the right to vote the Awarded Shares and the right to receive dividends paid with respect thereto. Any stock dividends paid with respect to Awarded Shares (whether vested or unvested) shall at all times be treated as Awarded Shares and shall be subject to all restrictions placed on Awarded Shares. Stock dividends paid with respect to unvested Awarded Shares shall be unvested.

6. Delivery of Certificates. A certificate evidencing Awarded Shares that are subject to forfeiture pursuant to Section 4 shall be retained by the Company. Subject to the provisions of this Section 6, a certificate evidencing Awarded Shares that are no longer subject to forfeiture under Section 4 shall be delivered to the Participant at the Company’s principal place of business within ten (10) business days after the Participant’s Awarded Shares are no longer subject to forfeiture in accordance with Section 4.

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7. Taxes.

(a) By execution of this Agreement, the Participant agrees that if the Participant makes an election under Internal Revenue Code (the “Code”) Section 83(b) to include in income the value of the Awarded Shares received pursuant to this Agreement, the Participant shall, in accordance with the regulations promulgated under Code Section 83(b), provide the Company with written notice of such election within ten (10) days following the transmittal of such election to the Internal Revenue Service.

(b) On or before the date on which the Participant is required to pay all federal, state, and local income and employment taxes owing by the Participant as a result of the vesting of the Awarded Shares pursuant to Section 3 (the “Taxes”), the Company shall pay to the Participant an amount equal to (i) the Taxes, plus (ii) the additional amount (the “Gross-Up Payment”) necessary to defray the Participant’s increased federal, state and local income and employment tax liability arising from his receipt of the payments under subparagraph (i) above and this subparagraph (ii), such that the net amount retained by the Participant, after deduction of any federal, state and local income and employment taxes imposed upon the Gross-Up Payment, shall be equal to the Taxes. For purposes of determining the amount of the Taxes and the Gross-Up Payment, the Participant shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the payment of the Taxes and the Gross-Up Payment are to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the residence of the Participant on the date the Awarded Shares vest, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

8. Investment Representations. By the Participant’s execution hereof, the Participant hereby acknowledges that the Awarded Shares have not been registered under the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (the “Act”), or any other state or foreign securities laws or regulations (“Blue Sky Laws”), and warrants and represents that he is acquiring the Shares solely for his own account, solely for investment purposes and not with a view to resale or distribution in violation of any federal or state securities law, and that in addition to the other restrictions on transfer set forth herein, no sale, transfer, assignment or other disposition of the Shares acquired by the Participant shall be made unless registered under the Act (and/or any other applicable Blue Sky Laws) or pursuant to an opinion of counsel satisfactory to counsel for the Company that the proposed sale, transfer, assignment, or other disposition may be consummated without violation of the Act (and/or any other applicable Blue Sky Laws). The Participant acknowledges that prior to the vesting of the Awarded Shares pursuant to Section 3, the Company has no obligation to satisfy any of the conditions to Rule 144 promulgated under the Act or otherwise to register any of the Awarded Shares so as to permit any of the Shares to be publicly resold.

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9. Registration of Vested Awarded Shares. As soon as administratively possible following the vesting of the Awarded Shares pursuant to Section 3, the Company shall cause the Awarded Shares to be registered under the Act and/or otherwise to be permitted to be publicly resold.

10. Participant’s Acknowledgments. The Participant hereby acknowledges and agrees to accept as binding, conclusive, and final all decisions or interpretations of the Board upon any questions arising under this Agreement.

11. Law Governing. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Texas (excluding any conflict of laws rule or principle of Texas law that might refer the governance, construction, or interpretation of this agreement to the laws of another state).

12. Legal Construction. In the event that any one or more of the terms, provisions, or agreements that are contained in this Agreement shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect for any reason, the invalid, illegal, or unenforceable term, provision, or agreement shall not affect any other term, provision, or agreement that is contained in this Agreement, and this Agreement shall be construed in all respects as if the invalid, illegal, or unenforceable term, provision, or agreement had never been contained herein.

13. Covenants and Agreements as Independent Agreements. Each of the covenants and agreements that is set forth in this Agreement shall be construed as a covenant and agreement independent of any other provision of this Agreement. The existence of any claim or cause of action of the Participant against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements that are set forth in this Agreement.

14. No Right to Continued Employment. Subject to the Employment Agreement, nothing in this Agreement shall confer upon the Participant any right with respect to continuance of employment with the Company or any subsidiary or affiliate, and nothing herein shall interfere with the right of the Company or any subsidiary or affiliate to discharge the Participant at any time.

15. Entire Agreement. This Agreement supersedes any and all other prior understandings and agreements, either oral or in writing, other than the Employment Agreement, between the parties with respect to the subject matter hereof and, along with the Employment Agreement, constitute the sole and only agreements between the parties with respect to the said subject matter. All prior negotiations and agreements between the parties with respect to the subject matter hereof are merged into this Agreement. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement or the Employment Agreement and that any agreement, statement or promise that is not contained in this Agreement or the Employment Agreement shall not be valid or binding or of any force or effect.

16. Parties Bound. The terms, provisions, and agreements that are contained in this Agreement shall apply to, be binding upon, and inure to the benefit of the parties and their respective

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heirs, executors, administrators, legal representatives, and permitted successors and assigns, subject to the limitation on assignment expressly set forth herein. No person or entity shall be permitted to acquire any Awarded Shares without first executing and delivering an agreement in the form satisfactory to the Company making such person or entity subject to the restrictions contained in this Agreement and providing those representations set forth in Sections 8 and 10 of this Agreement.

17. Modification. No change or modification of this Agreement shall be valid or binding upon the parties unless the change or modification is in writing and signed by the parties.

18. Headings. The headings that are used in this Agreement are used for reference and convenience purposes only and do not constitute substantive matters to be considered in construing the terms and provisions of this Agreement.

19. Gender and Number. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.

20. Notice. All notices, requests, consents, and other communications required or permitted hereunder shall be in writing and shall be delivered in person or mailed by certified or registered mail return receipt requested; or by facsimile with original sent by mail, which facsimile notice shall be deemed given when transmitted so long as evidence of machine confirmation of such transmittal is included with the original sent by mail, addressed as follows (or at such other address for the parties as shall be specified by like notice):

(a) if to the Company:

Landry’s Restaurants, Inc.

1510 West Loop South

Houston, TX 77027

Attn:	Steven L. Scheinthal, Esq.
	Executive Vice President and General Counsel
	Facsimile: 713.386.7070

(b) if to the Participant or a Permitted Transferee, to the Participant’s address as reflected on the signature page hereto or as the Participant shall designate to the Company in writing in accordance with this Section 20.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized person, and the Participant, to evidence his consent and approval of all the terms hereof, has duly executed this Agreement, effective as of January 1, 2005.

COMPANY: LANDRY’S RESTAURANTS, INC.
By:	/s/ Joe Max Taylor
	Joe Max Taylor Chairman Compensation Committee
PARTICIPANT:
By:	/s/ Tilman J. Fertitta
	Tilman J. Fertitta

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EX-99.5

Exhibit 5

LANDRY’S RESTAURANTS, INC.

RESTRICTED STOCK GRANT AGREEMENT

Landry’s Restaurants, Inc., a Delaware corporation (the “Company”), in accordance with the provisions of Section 4(j) of the Personal Service and Employment Agreement entered into effective as of January 1, 2003 by and between the Company and Tilman J. Fertitta, (the “Employment Agreement”) hereby grants to Tilman J. Fertitta (the “Participant”) an award of 100,000 shares of common stock of the Company, par value $0.01 per share, (the “Awarded Shares”), subject to the terms and conditions of this Landry’s Restaurants, Inc. Restricted Stock Grant Agreement (the “Agreement”).

1. Date of Transfer of Awarded Shares. The date of transfer of the Awarded Shares to the Participant is February 9, 2006 (the “Date of Grant”).

2. Definitions. Capitalized terms used herein shall have the meanings assigned to such terms in this Section 2 or in the Employment Agreement, even if the Employment Agreement is no longer in force and effect.

(a) “Board” means the board of directors of the Company.

(b) “Termination of Service” means the cessation of Participant’s employment as an employee of the Company and its subsidiaries for any reason other than death, Disability, or a Termination Event.

(c) “Permitted Transfer” means any of the following transfers that comply with Section 16 of this Agreement: (i) any transfer of Awarded Shares to the Company, (ii) a transfer of Awarded Shares to the spouse (or former spouse), children or grandchildren of the Participant (“Immediate Family Members”), or (iii) a transfer of Awarded Shares to a trust or trusts for the exclusive benefit of such Immediate Family Members, provided that in each case, a Permitted Transferee executes a counterpart of this Agreement in order to be bound thereby.

(d) “Permitted Transferee” means the recipient of a Permitted Transfer described in Sections 2(c)(ii) or (iii).

3. Vesting. The vesting of the Awarded Shares as set forth in this Section 3 shall be conditioned upon the Participant’s future performance of services.

(a) Except as otherwise provided herein or any other applicable provision of this Agreement, one hundred percent (100%) of the Awarded Shares shall vest on January 1, 2016;

(b) Notwithstanding the foregoing, vesting of the Awarded Shares shall be accelerated, and one hundred percent (100%) of the Awarded Shares shall be fully vested on the date of a Termination Event or on the date of the Participant’s death or Disability.

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4. Forfeiture of Awarded Shares. Awarded Shares that are not vested in accordance with Section 3 shall be forfeited on the date of the Participant’s Termination of Service. Upon forfeiture, all of Participant’s rights with respect to the forfeited Awarded Shares shall cease and terminate, without any further obligations on the part of the Company.

5. Restrictions on Awarded Shares. Awarded Shares that are not vested in accordance with Section 3 and which are subject to forfeiture in accordance with Section 4 shall be subject to the terms, conditions, provisions, and limitations of this Section 5.

(a) Transfer Restrictions. From the Date of Grant until the date the Awarded Shares are vested in accordance with Section 3 and no longer subject to forfeiture in accordance with Section 4 (the “Restriction Period”), neither the Participant nor any Permitted Transferee shall be permitted to sell, transfer, pledge, hypothecate, assign, grant any option to purchase, make any short sale of, or otherwise dispose of or encumber any of the Awarded Shares. Any such transfer, disposition, or encumbrance shall be null and void ab initio. Notwithstanding the foregoing, the Participant or a Permitted Transferee may engage in a Permitted Transfer. Upon any forfeiture, all rights of a Participant or Permitted Transferee with respect to the forfeited Awarded Shares shall cease and terminate, without any further obligation on the part of the Company. Following any Permitted Transfer described in Sections 2(c)(ii) or (iii), the Awarded Shares shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, provided that for all applicable purposes of this Agreement the term “Participant” shall be deemed to include the Permitted Transferee. The Company shall have no obligation to inform any Permitted Transferee of the vesting or forfeiture of the Awarded Shares. Except as otherwise provided in this Agreement, the Company shall have no obligation to register with any federal or state securities commission or agency any Awarded Shares that have been transferred by a Participant under this Section 5(a).

(b) Rights of a Shareholder. During the Restriction Period or until forfeiture of the nonvested Awarded Shares, the Participant shall have all of the rights of a stockholder of the Company including the right to vote the Awarded Shares and the right to receive dividends paid with respect thereto. Any stock dividends paid with respect to Awarded Shares (whether vested or unvested) shall at all times be treated as Awarded Shares and shall be subject to all restrictions placed on Awarded Shares. Stock dividends paid with respect to unvested Awarded Shares shall be unvested.

6. Delivery of Certificates. A certificate evidencing Awarded Shares that are subject to forfeiture pursuant to Section 4 shall be retained by the Company. Subject to the provisions of this Section 6, a certificate evidencing Awarded Shares that are no longer subject to forfeiture under Section 4 shall be delivered to the Participant at the Company’s principal place of business within ten (10) business days after the Participant’s Awarded Shares are no longer subject to forfeiture in accordance with Section 4.

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7. Taxes.

(a) By execution of this Agreement, the Participant agrees that if the Participant makes an election under Internal Revenue Code (the “Code”) Section 83(b) to include in income the value of the Awarded Shares received pursuant to this Agreement, the Participant shall, in accordance with the regulations promulgated under Code Section 83(b), provide the Company with written notice of such election within ten (10) days following the transmittal of such election to the Internal Revenue Service.

(b) On or before the date on which the Participant is required to pay all federal, state, and local income and employment taxes owing by the Participant as a result of the vesting of the Awarded Shares pursuant to Section 3 (the “Taxes”), the Company shall pay to the Participant an amount equal to (i) the Taxes, plus (ii) the additional amount (the “Gross-Up Payment”) necessary to defray the Participant’s increased federal, state and local income and employment tax liability arising from his receipt of the payments under subparagraph (i) above and this subparagraph (ii), such that the net amount retained by the Participant, after deduction of any federal, state and local income and employment taxes imposed upon the Gross-Up Payment, shall be equal to the Taxes. For purposes of determining the amount of the Taxes and the Gross-Up Payment, the Participant shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the payment of the Taxes and the Gross-Up Payment are to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the residence of the Participant on the date the Awarded Shares vest, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

8. Investment Representations. By the Participant’s execution hereof, the Participant hereby acknowledges that the Awarded Shares have not been registered under the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (the “Act”), or any other state or foreign securities laws or regulations (“Blue Sky Laws”), and warrants and represents that he is acquiring the Shares solely for his own account, solely for investment purposes and not with a view to resale or distribution in violation of any federal or state securities law, and that in addition to the other restrictions on transfer set forth herein, no sale, transfer, assignment or other disposition of the Shares acquired by the Participant shall be made unless registered under the Act (and/or any other applicable Blue Sky Laws) or pursuant to an opinion of counsel satisfactory to counsel for the Company that the proposed sale, transfer, assignment, or other disposition may be consummated without violation of the Act (and/or any other applicable Blue Sky Laws). The Participant acknowledges that prior to the vesting of the Awarded Shares pursuant to Section 3, the Company has no obligation to satisfy any of the conditions to Rule 144 promulgated under the Act or otherwise to register any of the Awarded Shares so as to permit any of the Shares to be publicly resold.

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9. Registration of Vested Awarded Shares. As soon as administratively possible following the vesting of the Awarded Shares pursuant to Section 3, the Company shall cause the Awarded Shares to be registered under the Act and/or otherwise to be permitted to be publicly resold.

10. Participant’s Acknowledgments. The Participant hereby acknowledges and agrees to accept as binding, conclusive, and final all decisions or interpretations of the Board upon any questions arising under this Agreement.

11. Law Governing. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Texas (excluding any conflict of laws rule or principle of Texas law that might refer the governance, construction, or interpretation of this agreement to the laws of another state).

12. Legal Construction. In the event that any one or more of the terms, provisions, or agreements that are contained in this Agreement shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect for any reason, the invalid, illegal, or unenforceable term, provision, or agreement shall not affect any other term, provision, or agreement that is contained in this Agreement, and this Agreement shall be construed in all respects as if the invalid, illegal, or unenforceable term, provision, or agreement had never been contained herein.

13. Covenants and Agreements as Independent Agreements. Each of the covenants and agreements that is set forth in this Agreement shall be construed as a covenant and agreement independent of any other provision of this Agreement. The existence of any claim or cause of action of the Participant against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements that are set forth in this Agreement.

14. No Right to Continued Employment. Subject to the Employment Agreement, nothing in this Agreement shall confer upon the Participant any right with respect to continuance of employment with the Company or any subsidiary or affiliate, and nothing herein shall interfere with the right of the Company or any subsidiary or affiliate to discharge the Participant at any time.

15. Entire Agreement. This Agreement supersedes any and all other prior understandings and agreements, either oral or in writing, other than the Employment Agreement, between the parties with respect to the subject matter hereof and, along with the Employment Agreement, constitute the sole and only agreements between the parties with respect to the said subject matter. All prior negotiations and agreements between the parties with respect to the subject matter hereof are merged into this Agreement. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement or the Employment Agreement and that any agreement, statement or promise that is not contained in this Agreement or the Employment Agreement shall not be valid or binding or of any force or effect.

16. Parties Bound. The terms, provisions, and agreements that are contained in this Agreement shall apply to, be binding upon, and inure to the benefit of the parties and their respective

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heirs, executors, administrators, legal representatives, and permitted successors and assigns, subject to the limitation on assignment expressly set forth herein. No person or entity shall be permitted to acquire any Awarded Shares without first executing and delivering an agreement in the form satisfactory to the Company making such person or entity subject to the restrictions contained in this Agreement and providing those representations set forth in Sections 8 and 10 of this Agreement.

17. Modification. No change or modification of this Agreement shall be valid or binding upon the parties unless the change or modification is in writing and signed by the parties.

18. Headings. The headings that are used in this Agreement are used for reference and convenience purposes only and do not constitute substantive matters to be considered in construing the terms and provisions of this Agreement.

19. Gender and Number. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.

20. Notice. All notices, requests, consents, and other communications required or permitted hereunder shall be in writing and shall be delivered in person or mailed by certified or registered mail return receipt requested; or by facsimile with original sent by mail, which facsimile notice shall be deemed given when transmitted so long as evidence of machine confirmation of such transmittal is included with the original sent by mail, addressed as follows (or at such other address for the parties as shall be specified by like notice):

(a) if to the Company:

Landry’s Restaurants, Inc.

1510 West Loop South

Houston, TX 77027

Attn:	Steven L. Scheinthal, Esq.
	Executive Vice President and General Counsel
	Facsimile: 713.386.7070

(b) if to the Participant or a Permitted Transferee, to the Participant’s address as reflected on the signature page hereto or as the Participant shall designate to the Company in writing in accordance with this Section 20.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized person, and the Participant, to evidence his consent and approval of all the terms hereof, has duly executed this Agreement, effective as of January 1, 2006.

COMPANY:
LANDRY’S RESTAURANTS, INC.
By:	/s/ Joe Max Taylor
	Joe Max Taylor
	Chairman Compensation Committee
PARTICIPANT:
By:	/s/ Tilman J. Fertitta
	Tilman J. Fertitta

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EX-99.6

Exhibit 6

LANDRY’S RESTAURANTS, INC.

RESTRICTED STOCK GRANT AGREEMENT

Landry’s Restaurants, Inc., a Delaware corporation (the “Company”), in accordance with the First Amendment to the Personal Service and Employment Agreement entered into effective as of March 14, 2006 by and between the Company and Tilman J. Fertitta, (the “Employment Agreement”) hereby grants to Tilman J. Fertitta (the “Participant”) an award of 275,000 shares of common stock of the Company, par value $0.01 per share, (the “Awarded Shares”), subject to the terms and conditions of this Landry’s Restaurants, Inc. Restricted Stock Grant Agreement (the “Agreement”).

1. Date of Transfer of Awarded Shares. The date of transfer of the Awarded Shares to the Participant is March 14, 2006 (the “Date of Grant”).

2. Definitions. Capitalized terms used herein shall have the meanings assigned to such terms in this Section 2 or in the Employment Agreement, even if the Employment Agreement is no longer in force and effect.

(a) “Board” means the board of directors of the Company.

(b) “Termination of Service” means the cessation of Participant’s employment as an employee of the Company and its subsidiaries for any reason other than death, Disability, or a Termination Event.

(c) “Permitted Transfer” means any of the following transfers that comply with Section 16 of this Agreement: (i) any transfer of Awarded Shares to the Company, (ii) a transfer of Awarded Shares to the spouse (or former spouse), children or grandchildren of the Participant (“Immediate Family Members”), or (iii) a transfer of Awarded Shares to a trust or trusts for the exclusive benefit of such Immediate Family Members, provided that in each case, a Permitted Transferee executes a counterpart of this Agreement in order to be bound thereby.

(d) “Permitted Transferee” means the recipient of a Permitted Transfer described in Sections 2(c)(ii) or (iii).

3. Vesting. The vesting of the Awarded Shares as set forth in this Section 3 shall be conditioned upon the Participant’s future performance of services.

(a) Except as otherwise provided herein or any other applicable provision of this Agreement, one hundred percent (100%) of the Awarded Shares shall vest on March 14, 2013;

(b) Notwithstanding the foregoing, vesting of the Awarded Shares shall be accelerated, and one hundred percent (100%) of the Awarded Shares shall be fully vested on the date of a Termination Event or on the date of the Participant’s death or Disability.

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4. Forfeiture of Awarded Shares. Awarded Shares that are not vested in accordance with Section 3 shall be forfeited on the date of the Participant’s Termination of Service. Upon forfeiture, all of Participant’s rights with respect to the forfeited Awarded Shares shall cease and terminate, without any further obligations on the part of the Company.

5. Restrictions on Awarded Shares. Awarded Shares that are not vested in accordance with Section 3 and which are subject to forfeiture in accordance with Section 4 shall be subject to the terms, conditions, provisions, and limitations of this Section 5.

(a) Transfer Restrictions. From the Date of Grant until the date the Awarded Shares are vested in accordance with Section 3 and no longer subject to forfeiture in accordance with Section 4 (the “Restriction Period”), neither the Participant nor any Permitted Transferee shall be permitted to sell, transfer, pledge, hypothecate, assign, grant any option to purchase, make any short sale of, or otherwise dispose of or encumber any of the Awarded Shares. Any such transfer, disposition, or encumbrance shall be null and void ab initio. Notwithstanding the foregoing, the Participant or a Permitted Transferee may engage in a Permitted Transfer. Upon any forfeiture, all rights of a Participant or Permitted Transferee with respect to the forfeited Awarded Shares shall cease and terminate, without any further obligation on the part of the Company. Following any Permitted Transfer described in Sections 2(c)(ii) or (iii), the Awarded Shares shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, provided that for all applicable purposes of this Agreement the term “Participant” shall be deemed to include the Permitted Transferee. The Company shall have no obligation to inform any Permitted Transferee of the vesting or forfeiture of the Awarded Shares. Except as otherwise provided in this Agreement, the Company shall have no obligation to register with any federal or state securities commission or agency any Awarded Shares that have been transferred by a Participant under this Section 5(a).

(b) Rights of a Shareholder. During the Restriction Period or until forfeiture of the nonvested Awarded Shares, the Participant shall have all of the rights of a stockholder of the Company including the right to vote the Awarded Shares and the right to receive dividends paid with respect thereto. Any stock dividends paid with respect to Awarded Shares (whether vested or unvested) shall at all times be treated as Awarded Shares and shall be subject to all restrictions placed on Awarded Shares. Stock dividends paid with respect to unvested Awarded Shares shall be unvested.

6. Delivery of Certificates. A certificate evidencing Awarded Shares that are subject to forfeiture pursuant to Section 4 shall be retained by the Company. Subject to the provisions of this Section 6, a certificate evidencing Awarded Shares that are no longer subject to forfeiture under Section 4 shall be delivered to the Participant at the Company’s principal place of business within ten (10) business days after the Participant’s Awarded Shares are no longer subject to forfeiture in accordance with Section 4.

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7. Taxes.

(a) By execution of this Agreement, the Participant agrees that if the Participant makes an election under Internal Revenue Code (the “Code”) Section 83(b) to include in income the value of the Awarded Shares received pursuant to this Agreement, the Participant shall, in accordance with the regulations promulgated under Code Section 83(b), provide the Company with written notice of such election within ten (10) days following the transmittal of such election to the Internal Revenue Service.

(b) On or before the date on which the Participant is required to pay all federal, state, and local income and employment taxes owing by the Participant as a result of the vesting of the Awarded Shares pursuant to Section 3 (the “Taxes”), the Company shall pay to the Participant an amount equal to (i) the Taxes, plus (ii) the additional amount (the “Gross-Up Payment”) necessary to defray the Participant’s increased federal, state and local income and employment tax liability arising from his receipt of the payments under subparagraph (i) above and this subparagraph (ii), such that the net amount retained by the Participant, after deduction of any federal, state and local income and employment taxes imposed upon the Gross-Up Payment, shall be equal to the Taxes. For purposes of determining the amount of the Taxes and the Gross-Up Payment, the Participant shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the payment of the Taxes and the Gross-Up Payment are to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the residence of the Participant on the date the Awarded Shares vest, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

8. Investment Representations. By the Participant’s execution hereof, the Participant hereby acknowledges that the Awarded Shares have not been registered under the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (the “Act”), or any other state or foreign securities laws or regulations (“Blue Sky Laws”), and warrants and represents that he is acquiring the Shares solely for his own account, solely for investment purposes and not with a view to resale or distribution in violation of any federal or state securities law, and that in addition to the other restrictions on transfer set forth herein, no sale, transfer, assignment or other disposition of the Shares acquired by the Participant shall be made unless registered under the Act (and/or any other applicable Blue Sky Laws) or pursuant to an opinion of counsel satisfactory to counsel for the Company that the proposed sale, transfer, assignment, or other disposition may be consummated without violation of the Act (and/or any other applicable Blue Sky Laws). The Participant acknowledges that prior to the vesting of the Awarded Shares pursuant to Section 3, the Company has no obligation to satisfy any of the conditions to Rule 144 promulgated under the Act or otherwise to register any of the Awarded Shares so as to permit any of the Shares to be publicly resold.

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9. Registration of Vested Awarded Shares. As soon as administratively possible following the vesting of the Awarded Shares pursuant to Section 3, the Company shall cause the Awarded Shares to be registered under the Act and/or otherwise to be permitted to be publicly resold.

10. Participant’s Acknowledgments. The Participant hereby acknowledges and agrees to accept as binding, conclusive, and final all decisions or interpretations of the Board upon any questions arising under this Agreement.

11. Law Governing. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Texas (excluding any conflict of laws rule or principle of Texas law that might refer the governance, construction, or interpretation of this agreement to the laws of another state).

12. Legal Construction. In the event that any one or more of the terms, provisions, or agreements that are contained in this Agreement shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect for any reason, the invalid, illegal, or unenforceable term, provision, or agreement shall not affect any other term, provision, or agreement that is contained in this Agreement, and this Agreement shall be construed in all respects as if the invalid, illegal, or unenforceable term, provision, or agreement had never been contained herein.

13. Covenants and Agreements as Independent Agreements. Each of the covenants and agreements that is set forth in this Agreement shall be construed as a covenant and agreement independent of any other provision of this Agreement. The existence of any claim or cause of action of the Participant against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements that are set forth in this Agreement.

14. No Right to Continued Employment. Subject to the Employment Agreement, nothing in this Agreement shall confer upon the Participant any right with respect to continuance of employment with the Company or any subsidiary or affiliate, and nothing herein shall interfere with the right of the Company or any subsidiary or affiliate to discharge the Participant at any time.

15. Entire Agreement. This Agreement supersedes any and all other prior understandings and agreements, either oral or in writing, other than the Employment Agreement, between the parties with respect to the subject matter hereof and, along with the Employment Agreement, constitute the sole and only agreements between the parties with respect to the said subject matter. All prior negotiations and agreements between the parties with respect to the subject matter hereof are merged into this Agreement. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement or the Employment Agreement and that any agreement, statement or promise that is not contained in this Agreement or the Employment Agreement shall not be valid or binding or of any force or effect.

16. Parties Bound. The terms, provisions, and agreements that are contained in this Agreement shall apply to, be binding upon, and inure to the benefit of the parties and their respective

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heirs, executors, administrators, legal representatives, and permitted successors and assigns, subject to the limitation on assignment expressly set forth herein. No person or entity shall be permitted to acquire any Awarded Shares without first executing and delivering an agreement in the form satisfactory to the Company making such person or entity subject to the restrictions contained in this Agreement and providing those representations set forth in Sections 8 and 10 of this Agreement.

17. Modification. No change or modification of this Agreement shall be valid or binding upon the parties unless the change or modification is in writing and signed by the parties.

18. Headings. The headings that are used in this Agreement are used for reference and convenience purposes only and do not constitute substantive matters to be considered in construing the terms and provisions of this Agreement.

19. Gender and Number. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.

20. Notice. All notices, requests, consents, and other communications required or permitted hereunder shall be in writing and shall be delivered in person or mailed by certified or registered mail return receipt requested; or by facsimile with original sent by mail, which facsimile notice shall be deemed given when transmitted so long as evidence of machine confirmation of such transmittal is included with the original sent by mail, addressed as follows (or at such other address for the parties as shall be specified by like notice):

(a) if to the Company:

Landry’s Restaurants, Inc.

1510 West Loop South

Houston, TX 77027

Attn:	Steven L. Scheinthal, Esq.
	Executive Vice President and General Counsel
	Facsimile: 713.386.7070

(b) if to the Participant or a Permitted Transferee, to the Participant’s address as reflected on the signature page hereto or as the Participant shall designate to the Company in writing in accordance with this Section 20.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized person, and the Participant, to evidence his consent and approval of all the terms hereof, has duly executed this Agreement, effective as of March 14, 2006.

COMPANY:
LANDRY’S RESTAURANTS, INC.
By:	/s/ Joe Max Taylor
	Joe Max Taylor
	Chairman Compensation Committee
PARTICIPANT:
By:	/s/ Tilman J. Fertitta
	Tilman J. Fertitta

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