Exhibit 10.1


 


[RED
ROBIN GOURMET BURGERS, INC. LETTERHEAD]


 


August 15, 2008


 


Dennis B. Mullen


c/o Red Robin Gourmet
Burgers, Inc.


6312 South Fiddler’s
Green Circle, Suite 200N


Greenwood Village, CO
80111


 


Re:          Letter agreement regarding
amendment to that certain Second Amended and Restated Employment Agreement
dated March 10, 2008 (the “Existing Agreement”) by and between
Dennis B. Mullen (the “Executive”) and Red Robin Gourmet Burgers, Inc.,
a Delaware corporation (the “Company”).


 


Dear Denny:


 


This
letter agreement sets forth certain amendments to the terms and conditions of
the Existing Agreement, a copy of which is attached hereto as Exhibit A.  In connection with the amendments described
herein, the Board of Directors of the Company has agreed to grant you fifty
thousand (50,000) shares of restricted Common Stock pursuant to the terms of
that certain Restricted Stock Grant Agreement attached hereto as Exhibit B.  Capitalized terms not otherwise defined
herein shall have the meaning set forth in the Existing Agreement.  Accordingly, for and in consideration
of the mutual covenants contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Executive and the Company hereby agree as follows:


 


1.             Employment Period.  The
Employment Period set forth in Section 1 of the Existing Agreement is
hereby extended from December 31, 2010 to December 31, 2012, subject
to earlier termination as contemplated by the Existing Agreement.


 


2.             Annual Incentive Compensation.  The
first sentence of Section 3(b) of the Existing Agreement is hereby
amended and restated as follows:


 


“In
addition to the Annual Base Salary, the Executive shall be eligible to receive
a cash bonus each fiscal year during the Employment Period as determined in
accordance with the Company’s annual incentive plan and as approved by the
compensation committee of the Board; provided that; for the years ended December 31,
2009, 2010, 2011 and 2012, such cash bonus shall not be less than fifty-percent
(50%) of the Executive’s Annual Base Salary (the “Guaranteed Amount”)
for that year so long as the compensation committee of the Company’s Board
certifies by June 1, 2010 that certain performance metrics for the year
ended December 31, 2009 have been met. 
In the event such certification does not occur, the Company shall be
under no obligation to pay the Executive a cash bonus equal to the Guaranteed
Amount unless such bonus is otherwise earned under the terms of the Company’s
annual incentive plan.”


 

















 


3.             Grant of Restricted Stock.  Section 3(h) of
the Existing Agreement is hereby deleted in its entirety and amended as
follows:


 


“The
Company granted the Executive (i) Seventy-Five Thousand (75,000) shares of
restricted Common Stock on August 17, 2007 under the Company’s 2004
Performance Incentive Plan; and (ii) Fifty Thousand (50,000) shares of
restricted Common Stock on the date hereof under the Company’s 2007 Amended and
Restated Performance Incentive Plan.  The
foregoing grants are subject to the terms and conditions set forth in the
respective Restricted Stock Grant Agreements between the Company and the
Executive.”


 


4.             By the Company without Cause.  Section 4(d) of
the Existing Agreement is hereby amended and restated as follows:


 


“The Company may terminate the Executive’s employment at any time
without Cause by delivery of not less than thirty (30) days’ advance written
notice to the Executive of the effective date of termination.  In the event the Board determines that
Executive should relinquish his position as Chief Executive Officer as
contemplated by Section 2(a) hereof, but the parties are unable to
agree on appropriate modification to this Agreement, then so long as the
modifications proposed by the Board comply with the minimum requirements set
forth in Sections 3(a) and (b) hereof, the subsequent termination of
the Executive’s employment shall have the same effect under only this Agreement
as a resignation of Executive (and shall not be deemed a resignation under any
other agreement between the Company and Executive, including the Restricted
Stock Grant Agreements dated February 27, 2007, April 17, 2007 and August 15,
2008).”


 


Except
as specifically set forth herein, the parties continue to be bound by the terms
and conditions of the Existing Agreement, and the terms of the Existing
Agreement shall be absolutely controlling as to matters not specifically set
forth herein.  This letter agreement is
made solely and specifically between and for the benefit of the parties hereto
and shall be binding upon the parties hereto and their successors, and no other
person whomsoever will have any rights, interests or claims hereunder or be
entitled to any benefits under or on account of this letter agreement as a
third party beneficiary or otherwise.


 


If you are in agreement with the foregoing, please so
indicate by executing this letter agreement below.


 


[Signature page follows.]


 

















 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  RED ROBIN GOURMET BURGERS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward T. Harvey

  
	
   

  	
   

  	
  Edward T. Harvey, Lead Director

  
	
   

  	
   

  
	
   

  	
   

  
	
  AGREED
  AND ACCEPTED BY:

  	
   

  
	
   

  	
   

  
	
  EXECUTIVE:

  	
   

  
	
   

  	
   

  
	
  /s/ Dennis B. Mullen

  	
   

  
	
  Dennis B. Mullen

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  August 15, 2008