Exhibit
10.1


RED
ROBIN GOURMET BURGERS, INC.

RESTRICTED STOCK GRANT AGREEMENT


This Restricted
Stock Grant Agreement (this “Agreement”) between RED ROBIN GOURMET
BURGERS, INC. (the “Company”) and DENNIS B. MULLEN (the “Executive”)
is dated effective February 27, 2007 (the “Effective Date”).


RECITALS


A.            In consideration for Executive’s
service to the Company, the Company has agreed to grant to Executive shares of
restricted stock under its 2004 Performance Incentive Plan (the “Plan”)
on the terms and conditions set forth herein.


AGREEMENT


1.             Grant
of Restricted Stock.


(a)           Stock.  Pursuant to the Plan, Executive is hereby
awarded 22,000 shares of the Company’s common stock (the “Common Stock”),
subject to the conditions of the Plan and this Agreement (the “Restricted
Stock”).


(b)           Plan Incorporated.  Executive acknowledges receipt of a copy of
the Plan, and agrees that, except as contemplated by Section 9 below, this
award of Restricted Stock shall be subject to all of the terms and conditions
set forth in the Plan, including future amendments thereto, if any, pursuant to
the terms thereof, which Plan is incorporated herein by reference as a part of
this Agreement.  Except as defined
herein, capitalized terms shall have the same meanings ascribed to them under
the Plan.


2.             Terms
of Restricted Stock.  Executive
hereby accepts the Restricted Stock and agrees with respect thereto as follows:


(a)           Vesting.  The Restricted Stock shall vest in full, and
no longer be subject to the Forfeiture Restrictions (as defined below) on
December 31, 2007.  Notwithstanding the
foregoing, the Restricted Stock shall immediately vest and no longer be subject
to the Forfeiture Restrictions (as defined below) upon (i) the occurrence
of a Change in Control Event, (ii) the date Executive’s employment is
terminated by reason of death or Total Disability, (iii) the termination of
Executive’s employment by the Company without Cause (as defined in Executive’s
Employment Agreement dated September 7, 2005), or (iv) Executive’s voluntary
resignation with the consent or at the request of a majority of the Company’s
Board of Directors (the “Board”).


(b)           Forfeiture of Restricted Stock.  In the event of a termination of Executive’s
employment (i) due to Executive’s voluntary resignation other than with the
consent or at the request of a majority of the Board, or (ii) for Cause,
Executive shall, for no consideration, forfeit all Restricted Stock to the
extent such Restricted Stock is then subject to the Forfeiture Restrictions.  The obligation to forfeit and surrender
Restricted Stock to the Company upon 













 


termination of Executive’s employment or service and
the prohibition against transfer in Paragraph 2(f) below are herein referred to
as “Forfeiture Restrictions.”


(c)           For purposes of this Agreement, “Change
in Control Event” shall have the following definition (and not the
definition stated in the Plan):


(i)            The acquisition by any individual,
entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act (a “Person”)) of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of more than 30% or more of
either (1) the then-outstanding shares of common stock of the Company (the “Outstanding
Company Common Stock”) or (2) the combined voting power of the
then-outstanding voting securities of the Company entitled to vote generally in
the election of directors (the “Outstanding Company Voting Securities”);
provided, however, that, for purposes of this definition, the following
acquisitions shall not constitute a Change in Control Event; (A) any
acquisition directly from the Company, (B) any acquisition by the Company, (C)
any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any affiliate of the Company or a successor, or
(D) any acquisition by any entity pursuant to a transaction that complies with
subsections (iii)(A), (B) and (C) below;


(ii)           In the event the Board is a
classified board, a majority of the individuals who serve in the same class of
directors that, as of the Effective Date, constitute the Board (the “Incumbent
Board”) cease for any reason to constitute at least a majority of that
class of directors, or in the event the Board is not a classified board,
members of the Incumbent Board cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to the Effective Date whose election, or nomination for
election by the Company’s stockholders, was approved by a vote of at least
two-thirds of the directors then comprising the Incumbent Board (including for
these purposes, the new members whose election or nomination was so approved,
without counting the member and his predecessor twice) shall be considered as
though such individual were a member of the Incumbent Board, but excluding, for
this purpose, any such individual whose initial assumption of office occurs as
a result of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Board;


(iii)          Consummation of a reorganization,
merger, statutory share exchange or consolidation or similar corporate
transaction involving the Company or any of its Subsidiaries, a sale or other
disposition of all or substantially all of the assets of the Company, or the
acquisition of assets or stock of another entity by the Company or any of its
Subsidiaries (each, a “Business Combination”), in each case unless,
following such Business Combination, (A) all or substantially all of the
individuals and entities that were the beneficial owners of the Outstanding
Company Common Stock and the Outstanding Company Voting Securities immediately
prior to such Business Combination beneficially own, directly or indirectly,
more than 50% of the then-outstanding shares of common stock and the combined
voting power of the then-outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the entity
resulting from such Business Combination (including, without limitation, an
entity that, as a result of such transaction, owns the Company or all or
substantially all of the Company’s assets directly or through one or more subsidiaries
(a “Parent”)) in substantially the same proportions as 



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their ownership
immediately prior to such Business Combination of the Outstanding Company
Common Stock and the Outstanding Company Voting Securities, as the case may be,
(B) no Person (excluding any entity resulting from such Business Combination or
a Parent or any employee benefit plan (or related trust) of the Company or such
entity resulting from such Business Combination or Parent) beneficially owns,
directly or indirectly, more than 30% of, respectively, the then-outstanding
shares of common stock of the entity resulting from such Business Combination
or the combined voting power of the then-outstanding voting securities of such
entity, except to the extent that the ownership in excess of more than 30%
existed prior to the Business Combination, and (C) at least a majority of the
members of the board of directors or trustees of the entity resulting from such
Business Combination or a Parent were members of the Incumbent Board at the time
of the execution of the initial agreement or of the action of the Board
providing for such Business Combination; or


(iv)          Approval by the stockholders of the
Company of a complete liquidation or dissolution of the Company;


provided, however, that any
of the foregoing events shall constitute a Change in Control Event only
if Executive’s employment with the Company as Chairman of the Board or as Chief
Executive Officer is involuntarily terminated for a reason other than Cause or
Executive voluntary terminates for Good Reason within one (1) year following
such Change of Control Event.


(d)           “Good Reason” means the
occurrence of any of the following after the applicable Change in Control
Event: (i) a reduction in Executive’s compensation; (ii) a relocation of the Company’s
headquarters to a location more than twenty (20) miles from the location of the
Company’s pre-Change of Control Event headquarters; or (iii) a significant
reduction in the then-effective responsibilities of Executive as Chairman of
the Board or Chief Executive Officer without Executive’s prior written consent.


(e)           “Total Disability” means a “permanent
and total disability” within the meaning of Section 22(e)(3) of the Internal
Revenue Code of 1986, as amended, or as otherwise determined by the Administrator.


(f)            Assignment
of Award.  The Restricted Stock may
not be sold, assigned, pledged, exchanged, hypothecated or otherwise
transferred, encumbered or disposed of to the extent then subject to the
Forfeiture Restrictions; provided, however, Executive may
transfer the Restricted Stock to any trust or similar entity all of the
beneficiaries of which, or a corporation, partnership or limited liability
company all of the stockholders and other equity holders, limited and general
partners or members of which include any of Executive, one or more of his
descendants or his estate; and provided  further that any such
transferee agrees in writing to be subject to the terms of this Agreement.


(g)           Certificates.  A certificate evidencing the Restricted Stock
shall be issued by the Company in Executive’s name, or at the option of the
Company, in the name of a nominee of the Company, pursuant to which Executive
shall have voting rights and shall be entitled to receive currently all
dividends until the Restricted Stock are forfeited pursuant to the provisions
of this Agreement.  The certificate shall
bear a legend evidencing the nature of the Restricted Stock, and 



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the Company may cause the certificate to be delivered
upon issuance to the Secretary of the Company or to such other depository as
may be designated by the Company as a depository for safekeeping until the
forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of
the Plan and this Agreement.  Upon
request of the Administrator, Executive shall deliver to the Company a stock
power, endorsed in blank, relating to the Restricted Stock then subject to the
Forfeiture Restrictions.  Upon the lapse
of the Forfeiture Restrictions without forfeiture, the Company shall cause a
new certificate or certificates to be issued without legend in the name of
Executive for the shares upon which Forfeiture Restrictions lapsed.  Notwithstanding any other provisions of this
Agreement, the issuance or delivery of any shares of Stock (whether subject to
restrictions or unrestricted) may be postponed for such period as may be
required to comply with applicable requirements of any national securities
exchange or any requirements under any law or regulation applicable to the
issuance or delivery of such shares.  The
Company shall not be obligated to issue or deliver any shares of Stock if the
issuance or delivery thereof shall constitute a violation of any provision of
any law or of any regulation of any governmental authority or any national
securities exchange.


3.             Income Tax Matters.


(a)           Except as otherwise provided in
Section 13, and to the extent specifically provided in Section 12, Executive
shall be solely liable for Executive’s tax consequences of compensation and
benefits payable under this Agreement, including any consequences of the
application of Section 409A of the Code.


(b)           In order to comply with all
applicable federal or state income tax laws or regulations, the Company may
take such action as it deems appropriate to ensure that all applicable federal
or state payroll, withholding, income or other taxes, which are the sole and
absolute responsibility of Executive, are withheld or collected from Executive.


(c)           In accordance with the terms of the
Plan, and such rules as may be adopted by the Administrator under the Plan,
Executive may elect to satisfy Executive’s federal and state tax withholding
obligations arising from the receipt of, or the lapse of restrictions relating
to, the Restricted Stock, by (i) delivering cash, check (bank check,
certified check or personal check) or money order payable to the Company,
(ii) having the Company withhold a portion of the Restricted Stock
otherwise to be delivered having a Fair Market Value equal to the amount of
such taxes, or (iii) delivering to the Company shares of Common Stock
already owned by Executive having a Fair Market Value equal to the amount of
such tax withholding.  The delivery of
any shares under the preceding subsection (iii) must have been owned by
Executive for no less than six months prior to the date delivered to the
Company if such shares were acquired upon the exercise of an option or upon the
vesting of restricted stock units or other restricted stock.  The Company will not deliver any fractional
shares of Common Stock but will pay, in lieu thereof, the Fair Market Value of
such fractional shares of Common Stock. 
Executive’s election must be made on or before the date that the amount
of tax to be withheld is determined, or else the Company shall be entitled to
elect the method in which Executive’s federal and state withholding obligations
shall be satisfied.


4.             Status
of Stock.  Executive agrees that the
Restricted Stock will not be sold or otherwise disposed of in any manner that
would constitute a violation of any applicable federal or state 



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securities laws. 
Executive also agrees (i) that the certificates representing the
Restricted Stock may bear such legend or legends as the Company deems
appropriate in order to assure compliance with applicable securities laws,
(ii) that the Company may refuse to register the transfer of the
Restricted Stock on the stock transfer records of the Company if such proposed
transfer would be in the opinion of counsel satisfactory to the Company
constitute a violation of any applicable securities law and (iii) that the
Company may give related instructions to its transfer agent, if any, to stop
registration of the transfer of the Restricted Stock.


5.             Binding
Effect.  This Agreement shall bind
Executive and the Company and their beneficiaries, survivors, executors,
administrators and transferees.


6.             No
Guarantee of Continued Position. 
This Agreement is not a contract for employment and nothing herein shall
supersede or amend the terms of any employment agreement between the Company
and Executive or imply that Executive has a right to continued employment with
the Company.


7.             Applicable
Law.  This Agreement and all rights
hereunder shall be governed by the laws of Colorado, except to the extent the
laws of the United States of America otherwise require.


8.             Notice.  Any notice required or permitted to be given
under this Agreement shall be in writing, signed by the party giving the
same.  If such notice is mailed to
Executive, it may be sent by United States certified mail, postage prepaid,
addressed to Executive’s last known address as shown on the Company’s records.


9.             Conflicts and
Interpretation.  In the event of any
conflict between this Agreement and the Plan, this Agreement shall
control.  In the event of any ambiguity
in this Agreement, or any matters as to which this Agreement is silent, the
Plan shall govern including, without limitation, the provisions thereof
pursuant to which the Administrator has the power, among others, to
(i) interpret the Plan, (ii) prescribe, amend and rescind rules and
regulations relating to the Plan and (iii) make all other determinations
deemed necessary or advisable for the administration of the Plan.


10.           Amendment.  The Company may modify, amend or waive the
terms of the Restricted Stock Unit award, prospectively or retroactively, but
no such modification, amendment or waiver shall impair the rights of Executive
without his or her consent, except as required by applicable law, NASDAQ or
stock exchange rules, tax rules or accounting rules.  Prior to the effectiveness of any modification,
amendment or waiver required by tax or accounting rules, the Company will
provide notice to Executive and the opportunity for Executive to consult with
the Company regarding such modification, amendment or waiver.  The waiver by either party of compliance with
any provision of this Agreement shall not operate or be construed as a waiver
of any other provision of this Agreement, or of any subsequent breach by such
party of a provision of this Agreement.


11.           Tax Election.  The Company has advised Executive to seek
Executive’s own tax and financial advice with regard to the federal and state
tax considerations resulting from Executive’s receipt of Restricted Stock
pursuant to this Agreement.  Executive is
making Executive’s own determination as to the advisability of making a
Section 83(b) election with respect to the 



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Restricted Stock. 
Executive understands that the Company will report to appropriate taxing
authorities the payment to Executive of compensation income either
(i) upon the vesting of he Restricted Stock or (ii) if Executive
makes a timely Section 83(b) election, as of the Effective Date of this
Agreement.  Executive understands that he
is solely responsible for the payment of all federal and state taxes resulting
from this Restricted Stock Grant.  With
respect to tax withholding amounts, the Company has all of the rights specified
in Section 3 of this Agreement and has no obligations to Executive except
as expressly stated in Section 3 of this Agreement.


12.           Section 409A Savings Clause.  It is the intention of the parties that
compensation or benefits payable under this Agreement not be subject to the
additional tax imposed pursuant to Section 409A of the Code.  To the extent such potential payments or benefits
could become subject to such Section, the parties shall cooperate to amend this
Agreement with the goal of giving Executive the economic benefits described
herein in a manner that does not result in such tax being imposed.


13.           Gross-Up
Payments.


(a)           Anything in this Agreement to the
contrary notwithstanding and except as set forth below, in the event it shall
be determined that any payment or distribution by the Company to or for the
benefit of the Executive (whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise, but
determined without regard to any additional payments required under this
Agreement) (a “Payment”) would be subject to the excise tax imposed by
Code Section 4999 or any interest or penalties are incurred by the Executive with
respect to such excise tax (such excise tax, together with any such interest
and penalties, are hereinafter collectively referred to as the “Excise Tax”),
then the Executive shall be entitled to receive an additional payment (a “Gross-Up
Payment”) in an amount such that after payment by the Executive of all
taxes imposed upon the Gross-Up Payment (including any interest or penalties
imposed with respect to such taxes but excluding any taxes or interest imposed
by Section 409A of the Code), the Executive retains an amount of the Gross-Up
Payment equal to the Excise Tax imposed upon the Payments.  This provision is intended to override the
cut-back provisions of Section 7.7 of the Plan. 
Notwithstanding the foregoing provisions of this Section 13, if it is
determined that the Executive is entitled to a Gross-Up Payment, but that the
Payments do not exceed by $25,000 the greatest amount that could be paid to the
Executive such that the receipt of Payments would not give rise to any excise
tax (the “Reduced Amount”), then no Gross-Up Payment shall be made to
the Executive and the Payments, in the aggregate, shall be reduced to the
Reduced Amount.


(b)           Subject to the provisions of
Section 13(c) below, all determinations required to be made under this
Section 13, including whether and when a Gross-Up Payment is required and the
amount of such Gross-Up Payment and the assumptions to be utilized in arriving
at such determination, shall be made a certified public accounting firm
designated by the Board (the “Accounting Firm”) which shall provide
detailed supporting calculations both to the Company and the Executive.  If the Accounting Firm is serving as
accountant or auditor for the individual, entity or group effecting the Change
in Control Event, the Board shall appoint another nationally recognized
accounting firm to make the determinations required hereunder (which accounting
firm shall then be referred to as the Accounting Firm hereunder).  All fees and expenses of the Accounting Firm
shall be borne solely by the Company.



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(c)           If the Executive is, or could be,
entitled to receive a Gross-Up Payment, pursuant to Section 13(a) the Executive
shall take any position requested by the Company (a “Requested Position”)
on the Executive’s federal income tax returns with respect to the treatment of
the Payment from the Company, any Gross-Up Payment, the payment of any
Indemnified Amount (as defined below), and the receipt of any refund or
interest paid by the government to the Executive as a result of a Contest (as
defined below), provided that: (i) the Company shall provide the Executive
with an opinion from a nationally recognized accounting firm that there is “substantial
authority” for the Requested Position within the meaning of Code
Section 6662; and (ii) the general long term or senior unsecured
corporate credit rating of the Company or its successor is at least BBB- as
rated by Standard & Poors and Baa3 as rated by Moody’s Investor
Services at the time the Executive would be required to take a Requested
Position or the Company places in an escrow account or otherwise provides
security reasonably requested by Executive to ensure payment to the Executive
of the indemnity amount that could become due to the Executive pursuant to the
following sentence.  The Company shall indemnify
the Executive for any tax, penalty and interest incurred by him as a result of
taking the Requested Position.  The
amount for which the Executive is indemnified under the preceding sentence (the
“Indemnified Amount”) shall be computed on an after-tax basis, taking
into account any income, Excise or other taxes, including interest and
penalties.  The Executive shall keep the
Company informed of all developments in any audit with respect to a Requested
Position.  Upon payment of the
Indemnified Amount, or (if the Indemnified Amount is not yet payable) upon the
Company’s written affirmation, in form and substance reasonably satisfactory to
the Executive, of the Company’s obligation to indemnify the Executive with
respect to the Requested Position, and provided part (ii) of the first
sentence of this Section 13(c) is satisfied at such time, the Company
shall be entitled, at its sole expense, to control the contest of any
disallowance or proposed disallowance of a Requested Position (a “Contest”),
and the Executive agrees to cooperate in connection with a Contest, including,
without limitation, executing powers of attorney and other documents at the
reasonable request of the Company.  The
Indemnified Amount shall be payable whenever an amount is payable to the
Internal Revenue Service as a result of the disallowance of a Requested
Position.  Following payment by the
Company of the Indemnified Amount, if the Requested Position is sustained by
the Internal Revenue Service or the courts, the Company shall be entitled to
any resulting receipt of interest or refund of taxes, interest and penalties
that were properly attributable to the Indemnified Amount.  If a Requested Position is sustained in whole
or in part in a final resolution of a Contest, and if the Indemnified Amount
therefore exceeds the amount of taxes, penalties and interest payable by the
Executive as a result of the Requested Position (determined on an after-tax
basis after taking into account payments made pursuant to the preceding
sentence and this sentence), any such excess portion of the Indemnified Amount
shall be treated as a loan by the Company to the Executive, which loan the
Executive must repay to the Company together with interest at the applicable
federal rate under Code Section 7872(f)(2).


[Signature
Page Follows.]



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IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date first written above.


	
  

  	
  RED ROBIN GOURMET BURGERS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward T. Harvey

  
	
   

  	
   

  	
  Edward T. Harvey

  
	
   

  	
   

  	
  Lead Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Dennis B. Mullen

  
	
   

  	
  Dennis B. Mullen

  



 



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