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Sample Business Contracts

Deferred Compensation Agreement - TGI Friday's Inc. and Walter Doolin

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                          DEFERRED COMPENSATION AGREEMENT

     This Agreement is made as of the First day of August, 1995, between T.G.I.
Friday's Inc. (the "Company") and Walter Doolin (the "Employee").

     WHEREAS, the Company values the efforts, abilities, and accomplishments of
the Employee as an important member of management and recognizes that the
Employee's future services are vital to its continued growth and profitability;
and

     WHEREAS, the Company, in order to retain the services of the Employee, has
agreed to pay the Employee deferred compensation in accordance with this
Agreement.

     NOW, THEREFORE, it is mutually agreed that:

          1.   DEFINITIONS.  The following definitions apply for purposes of
this Agreement:

     (a)  "Beneficiary" means the person or persons eligible to receive any
          death benefits payable under this Agreement, determined as follows:

          (1)  Unless another Beneficiary is designated as provided in paragraph
               (2), if the Employee is married at the time of his death, his
               Beneficiary is his surviving spouse, and if the Employee is not
               married at the time of his death, his Beneficiary is his estate.

          (2)  However, the Employee may designate a different Beneficiary by
               means of a separate written designation filed with the Company.
               The Employee may alter or revoke said designation at any time
               without the consent of the Beneficiary.  Such designations are
               not subject to consent by the Employee's spouse.  If no
               Beneficiary designated under this paragraph (2) survives the
               Employee, the Beneficiary will be determined under paragraph (1).

          (3)  If a Beneficiary (whether determined under paragraph (1) or
               designated under paragraph (2)) survives the Employee but dies
               before payment of the amount to which the Beneficiary is
               entitled, said amount will be paid to the Beneficiary's estate.

     (b)  "Certified Earnings" means the Employee's total base salary from the
          Company before any reduction pursuant to this Agreement or pursuant to
          a plan meeting the requirements of Sections  125 or 401(k) of the
          Internal Revenue Code.

     (c)  "Deferred Compensation Account" or "Account" means the Account
          established pursuant to section 2 of this Agreement.

<PAGE>

          2.   DEFERRED COMPENSATION ACCOUNT AND EARNINGS.  The Company will
maintain a Deferred Compensation Account for the Employee on the books of the
Company.  Amounts credited to the Account will earn interest at the rate of 8%
per annum compounded quarterly.  Interest will be earned from the day such
amounts are credited to the Account.  Interest earned will be credited to the
Account at the end of each calendar quarter.  If the Employee becomes eligible
for installment payments under this Agreement, interest will continue to be
credited on the unpaid balance not yet distributed.

          3.   AMOUNTS CREDITED BY COMPANY.  For each payroll period beginning
on or after August 1, 1995, the Company will credit to the Account an amount
equal to 10% of the Employee's Certified Earnings for such payroll period.

          4.   ADDITIONAL DEFERRAL OPPORTUNITIES.

     (a)  SALARY.  The Employee agrees that his regular monthly salary for each
          month beginning after the date of execution of this Agreement shall be
          reduced by ____%, but not more than 25%.  (Said percentage may be
          modified by executing an Addendum to this Agreement.)  For each
          payroll period the Company will credit to the Account an amount equal
          to the amount of said reduction.

     (b)  BONUS.  The Employee agrees that his annual bonus, if any, with
          respect to 1995 and each year thereafter shall be reduced by ___%.
          (Said percentage may be modified by executing an Addendum to this
          Agreement.)  On or about the date the amount of said reduction would
          otherwise be paid to the Employee, the Company will credit said amount
          to the Account.

          5.   PAYMENT OF BENEFITS.  Upon the termination of the Employee's
employment, the Company will pay the Employee (or pay the Employee's
Beneficiary, if the termination of employment was due to the Employee's death)
the total amount credited to his Account.  Benefits will be paid as follows:

     (a)  If the aggregate balance in the Account, determined as of the date the
          Employee terminates employment, is less than $100,000, his benefit
          will be paid in a single sum not later than 90 days after the date of
          his termination of employment.

     (b)  If the aggregate balance in the Account, determined as of the date the
          Employee terminates employment, is $100,000 but less than $500,000,
          his benefit will be paid in five annual installments, with the first
          installment paid 90 days after termination of employment and the
          remaining installments paid at one year intervals thereafter.

     (c)  If the aggregate balance in the Account, determined as of the date the
          Employee terminates employment, is $500,000 or more, his benefit will
          be paid in ten annual installments, with the first installment paid 90
          days after


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<PAGE>

          termination of employment and the remaining installments paid at one
          year intervals thereafter.

     (d)  The amount of each installment under (b) or (c) will be the Account
          balance immediately before the installment, divided by the number of
          remaining installments (including the current installment).

     (e)  If the Employee's termination of employment is due to his death, or if
          he dies after termination of employment but before payment of all
          amounts to which he is entitled hereunder, the Company will pay to the
          Employee's Beneficiary the amounts remaining in the Employee's
          Accounts at the time of his death.  Said amount will be paid to the
          Beneficiary in a single sum not more than six months after the
          Employee's death.

          6.   MISCELLANEOUS PROVISIONS.

     (a)  Neither the Employee nor the Employee's Beneficiary shall have any
          right to assign, pledge, transfer or otherwise hypothecate this
          Agreement or the payments hereunder, in whole or in part.  Benefits
          under this Agreement will not be subject to execution, attachment, or
          similar process.

     (b)  This Agreement constitutes the Company's unconditional promise to pay
          the amounts which become payable pursuant to the terms hereof.  The
          Employee's rights are solely those of an unsecured wage creditor.
          This Agreement does not give the Employee a security interest in any
          specific assets of the Company.  Accounts are for purposes of
          determining the amounts the Company is required to pay.  Accounts do
          not require any segregation of assets.

     (c)  The parties agree that any dispute regarding the Employee's benefits
          hereunder will be resolved using mediation/arbitration proceedings
          similar to those used to resolve disputes under the Carlson 2000 Long
          Term Incentive Plan as in effect from time to time.

     (d)  This Agreement shall not be construed as a contract of employment and
          does not restrict the right of the Company to discharge the Employee
          or the right of the Employee to terminate employment.

     (e)  This Agreement may not be altered, amended or revoked except by a
          written statement signed by the Company and the Employee (or by the
          Beneficiary if the Employee is no longer living).

     (f)  The provisions of this Agreement shall be construed and enforced
          according to the laws of Minnesota.


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<PAGE>

          IN WITNESS WHEREOF, the parties have executed this Agreement.

                                             COMPANY

Date Signed: 10/16/95                        By /s/  Sue Elliott
            --------------------------         -------------------------------
                                                Its  VP, Human Resources


Date Signed: 10/1/95                         /s/ Wallace B. Doolin
            --------------------------       ---------------------------------
                                             Employee





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