CARROLS RESTAURANT GROUP, INC.
2006 STOCK INCENTIVE PLAN
AMENDMENT (this “Amendment”) to the Carrols Restaurant Group, Inc. 2006 Stock Incentive Plan (the “Plan”).
Capitalized terms used herein but not defined herein shall have the meanings ascribed thereto in the Plan.
WHEREAS , the Board of Directors of Carrols Restaurant Group, Inc., a Delaware corporation (the “Company”), previously
adopted the Plan, which was approved by the stockholders of the Company;
WHEREAS , pursuant to and in accordance with the terms and provisions of the Plan, in March 2010, the Board of
Directors of the Company adopted amendments to the Plan to modify Outside Director Awards to provide that, on the date of
each annual meeting of Stockholders of the Company beginning with the 2010 annual meeting of Stockholders and on each
annual Stockholders meeting thereafter, each Outside Director would no longer be granted an Outside Director Stock Option to
purchase 3,500 shares of Stock, and in lieu thereof, each such Outside Director would be granted as of the date of each such
annual meeting of Stockholders beginning with the 2010 annual meeting of Stockholders, a Stock Award comprised of that
number of shares of Stock having an aggregate Fair Market Value of $25,000 on the date of grant; and
WHEREAS , all terms and conditions of the Plan, other than as specifically amended as set forth in this Amendment, shall
remain in full force and effect.
NOW THEREFORE , the Plan has been amended as follows:
“Notwithstanding the preceding sentence, no further grants of such Outside Director Stock Options shall be
made to Outside Directors after the date of the 2009 annual meeting of Stockholders.”
“(c) On the date of the 2010 annual meeting of Stockholders of the Company, and on the date of each annual
meeting of Stockholders of the Company during each Company fiscal year thereafter, each Outside Director of the
Company shall be granted a Stock Award comprised of that number of shares of