Code of Business Conduct and Ethics

This Code of Business Conduct and Ethics (“Code”) sets out basic principles to guide all employees of the Company, and the manner in which the Company expects employees to conduct themselves. The Code should also be followed by the Company's agents and representatives, including consultants. Employees who violate the standards in this Code will be subject to disciplinary action, up to and including termination of employment.

Compliance with Laws, Rules and Regulations

Obeying the law, both in letter and in spirit, is the foundation on which this Company's ethical standards are built. All employees must respect and obey the laws of the cities, states and countries in which we operate. Although not all employees are expected to know the details of these laws, it is important to know enough to determine when to seek advice from supervisors, managers or other appropriate personnel.

Conflicts of Interest

A "conflict of interest" exists when a person's private interest interferes in any way with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest may also arise when an employee, officer or director or members of his or her family, receives improper personal benefits as a result of his or her position in the Company. Loans to, or guarantees of obligations of employees and their family members may create conflicts of interest.

Moreover, an actual or potential conflict of interest can occur when an employee is in a position to influence a decision that may result in a personal gain for that employee or for a relative or friend in connection with the Company’s business dealings with outside firms. Personal gain refers to kickbacks, bribes, gifts, personal non-related Company work, charitable donations or contributions, or special consideration as a result of any transaction or business dealings involving Landry’s. Personal gain that would appear to or unduly influence an employee’s decision is strictly prohibited. Personal gain, no matter how small, including tickets or meals, by any employee is strictly prohibited without the express written approval of the Vice President of Human Resources or the General Counsel. A disclosure form must be submitted and approval received prior to an employee’s acceptance of any personal gain or gift, request that a charitable donation or contribution be made or that personal non-related Company work be performed. Disclosure forms are available on the Company’s Intranet and through the Human Resources Department.

It is almost always a conflict of interest for a Company employee to work simultaneously for a competitor, customer or supplier. The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on our behalf. Conflicts of interest are prohibited as a matter of Company policy, except as approved by the Vice President of Human Resources, General Counsel and if involving an executive officer or director, the Company’s Board of Directors. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with your supervisor, higher levels of management, the Human Resources Department or the Company's General Counsel. Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel.

Insider Trading

Employees who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of our business. All non-public information about the Company should be considered confidential information. To use non-public information for personal financial benefit or to "tip" others who might make an investment decision on the basis of this information is not only unethical but also illegal. In order to assist with compliance with laws against insider trading, the Company has adopted a specific policy governing employees' trading in securities of the Company. This policy is in the Company’s Employee Handbook. If you have any questions, please consult the Company's General Counsel.

Corporate Opportunities

Employees, officers and directors may not take for themselves personally or make it possible for others to take opportunities that are discovered through the use of corporate property, information or position without the consent of the Company’s General Counsel or if involving an executive officer or director, the Board of Directors, when such opportunity could be of benefit or interest to the Company. No employee may use corporate property, information, or position for improper personal gain. Moreover, employees should refrain from competing with the Company. Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

Competition and Fair Dealing

We seek to outperform our competition fairly and honestly. Stealing proprietary information, possessing trade secret information that was obtained without the owner's consent or inducing such disclosures by past or present employees of other companies is prohibited. Each employee should endeavor to respect the rights of and deal fairly with the Company's customers, suppliers, competitors and employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other intentional unfair-dealing practice.

Employees may not receive personal gain or gifts, allow personal non-related Company work to be performed or request that charitable contributions or donations be made to a charity from anyone with whom Landry’s has an existing or prospective business relationship, including but not limited to, tickets, dinners, trips or work done at a residence without written approval (see Conflicts of Interest).

The purpose of business gifts in a commercial setting is to create goodwill and sound working relationships. No gift or entertainment should ever be accepted by any Company employee, family member of an employee or agent unless: (1) it is not a cash gift, (2) it is consistent with customary business practices, (3) it is not excessive in value, (4) it cannot be construed as a bribe or payoff, (5) it does not violate any laws or regulations, and (6) you have received appropriate approval to receive the gift.

Discrimination and Harassment

The diversity of the Company's employees is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind.

Health and Safety

The Company strives to provide each employee with a safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.

Violence and threatening behavior are not permitted. Employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of illegal drugs in the workplace will not be tolerated.

Confidentiality

Employees must maintain the confidentiality of confidential information entrusted to them by the Company or its customers, except when disclosure is authorized by the Legal Department or required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. It also includes information that suppliers and customers have entrusted to us. The obligation to preserve confidential information continues even after employment ends.

Protection and Proper Use of Company Assets

All employees should endeavor to protect the Company's assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company's profitability. Any suspected incidence of fraud or theft should be immediately reported for investigation.

Company equipment should not be used for non-Company business, though incidental personal use may be permitted.

The obligation of employees to protect the Company's assets includes its proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business and marketing plans, recipes, ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or even criminal penalties.

Waivers of the Code of Business Conduct and Ethics

Any waiver of this Code for executive officers or directors may be made only by the Board or a Board committee and will be promptly disclosed as required by law or stock exchange regulation.

Reporting any Illegal or Unethical Behavior

Employees are encouraged to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behavior and when in doubt about the best course of action in a particular situation. A violation of this Code should be reported to the Vice President of Human Resources or the Company’s General Counsel. It is the policy of the Company not to allow retaliation for reports of misconduct by others made in good faith by employees. Employees are expected to cooperate in internal investigations of Code violations.

Employees must read the Company's Employee Handbook, which describes the Company's procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters. Any employee may submit a good faith concern regarding questionable accounting or auditing matters without fear of dismissal or retaliation of any kind.