<PAGE>

                                                                    Exhibit 10.1

                          RED ROBIN INTERNATIONAL, INC.

                           INCENTIVE STOCK OPTION AND
                       NONQUALIFIED STOCK OPTION PLAN-1990
                       -----------------------------------

<PAGE>

                          RED ROBIN INTERNATIONAL, INC.

                           INCENTIVE STOCK OPTION AND
                       NONQUALIFIED STOCK OPTION PLAN-1990
                       -----------------------------------

1.   Purposes of the Plan.
     ---------------------

     The purposes of this Incentive Stock Option and Nonqualified Stock Option
Plan - 1990 (the "Plan") of Red Robin International, Inc., a Washington
corporation (the "Company"), are (a) to insure the retention of the services of
existing executive personnel, key employees and non-employee directors of the
company or its affiliates; (b) to attract and retain competent new executive
personnel and key employees; (c) to provide incentive to all such personnel,
employees and non-employee directors to devote their utmost effort and skill to
the advancement and betterment of the Company, by permitting them to participate
in the ownership of the Company and thereby in the success and increased value
of the Company; and (d) to allow franchisees of the Company and others with
important business relationships with the Company, as may be specifically
approved by the Board of directors of the Company, the opportunity to
participate in the ownership of the Company and thereby have an interest in the
success and increased value of the Company.

2.   Shares Subject to the Plan
     --------------------------

     The shares of stock subject to the incentive options having the terms and
conditions set forth in Section 6 below (hereinafter "incentive options") and/or
nonqualified options having the terms and conditions set forth in Section 7
below

<PAGE>

(hereinafter "nonqualified options") and other provisions of the Plan shall be
shares of the Company's authorized but unissued or reacquired common stock
(herein sometimes referred to as the "Common Stock"). The total number of shares
of the common Stock of the Company which may be issued under the Plan shall not
exceed, in the aggregate, 441 shares. The limitations established by the
preceding sentence shall be subject to adjustment as provided in Section 8
below. In the event that any outstanding incentive option or nonqualified option
granted under the Plan can no longer under any circumstances be exercised, for
any reason, the shares of Common Stock allocable to the unexercised portion of
such incentive option or nonqualified option, as the case may be, may again be
subject to grant under the Plan.

3.   Eligibility.
     -----------

     (a)  Incentive Options. Officers and other key employees of the company or
          -----------------
its parent or of any subsidiary corporation (including directors if they are
also employees of the company or a subsidiary), as may be determined by the
Board or the Committee, who qualify for incentive stock options under the
applicable provisions of the Internal Revenue Code, will be eligible for
selection to receive incentive options under the Plan. An employee who has been
granted an incentive option may, if otherwise eligible, be granted an additional
incentive option or options and/or receive nonqualified options if the Board or
Committee shall so determine.

                                      -2-

<PAGE>

     (b)  Nonqualified Options. Officers and other key employees of the Company
          --------------------
or of any subsidiary corporation, any member of the Board of Directors of the
company, whether or not he or she is employed by the Company, or franchisees or
others with important business relationships with the Company as may be
specifically approved by the Board of Directors of the Company, will be eligible
to receive nonqualified options under the Plan. An individual who has been
granted a nonqualified option may, if otherwise eligible, be granted an
incentive option or options or an additional nonqualified option or options if
the Board or Committee shall so determine.



     (c)  Directors. Notwithstanding any provision hereof to the contrary, in
          ---------
the event shares of the Company's Common Stock are registered under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), no director of
the Company shall be eligible to receive any option under the Plan, unless (A)
if granted by action of the Board of Directors, a majority of the Board and a
majority of the directors acting in the matter are at the date of such action
"disinterested persons", or (B) if granted by action of the Committee, all
members of the Committee are at the date of such action "disinterested persons".
For the purposes hereof, a "disinterested person" shall mean a person so defined
in Rule 16b-3 promulgated pursuant to the Securities Exchange Act of 1934 as the
same may be in effect from time to time, or any successor rule or provision
thereto.

                                      -3-

<PAGE>

4.   Administration of the Plan.
     --------------------------

     (a)  This Plan shall be administered by the Board of Directors of the
Company (the "Board") or by a committee (the "Committee") consisting of three
(3) or more persons, at least two of whom shall be directors of the Company, who
shall be appointed by, and serve at the pleasure of, the Board of Directors. No
person serving as a member of the Board or the Committee shall act on any matter
relating solely to such person's own interests under the Plan or any option
thereunder. For purposes of the Plan, the term "Administrator" shall mean the
Board, or if the Board delegates responsibility for any matter to the Committee,
the Committee. The Administrator may from time to time, in its discretion,
determine which persons shall be granted incentive options or nonqualified
options under the Plan, the terms thereof, and the number of shares for which an
incentive option or options or nonqualified option or options shall be granted.

     (b)  The Administrator shall have full and final authority to determine the
persons to whom, and the time or times at which, incentive options or
nonqualified options shall be granted, the number of shares to be represented by
each incentive option and nonqualified option and the consideration to be
received by the Company upon the exercise thereof; to interpret the Plan; to
amend and rescind rules and regulations relating to the Plan; to determine the
form and content of the incentive options or nonqualified options to be issued
under

                                      -4-

<PAGE>

the Plan; to determine the identity capacity of any persons who may be
entitled to exercise a participant's rights under any incentive option or
nonqualified option under the Plan; to correct any defect or supply any omission
or reconcile any inconsistency in the Plan or in any incentive option or
nonqualified option in the manner and to the extent the board or Committee deems
desirable to carry the Plan, incentive option or nonqualified option into
effect; to accelerate the exercise date of any incentive option or nonqualified
option; to provide for an option to the Company to repurchase any shares issued
upon exercise of an option upon termination of employment; and to make all other
determinations necessary or advisable for the administration of the Plan, but
only to the extent not contrary to the express provisions of the Plan. Any
action, decision interpretation or determination by the Administrator with
respect to the application or administration of the Plan shall be final and
binding on all participants.

     5.   Option Price of Shares.
          ----------------------

          (a)  Incentive Options. The exercise price of the shares of Common
               -----------------
Stock covered by each incentive option granted under the Plan shall not be less
than the fair market value of such shares on the date the incentive option is
granted; provided, however, that the exercise price shall not be less than 110%
of the fair market value if the person to whom such options are granted owns 10%
or more of the total combined

                                      -5-

<PAGE>

voting power of all classes of stock of the Company or of its parent or
subsidiary corporation.

     (b)  Nonqualified Options. The exercise price of the shares of Common Stock
          --------------------
covered by each nonqualified option granted under the plan shall not be less
than eighty-five percent (85%) of the fair market value of such shares on the
date the nonqualified option is granted or right of purchase is offered.

     (c)  Fair Market Value. For purposes of this Section 5, fair market value
          -----------------
shall, if the Common Stock is not listed or admitted to trading on a stock
exchange, be the average of the closing bid price and asked price of the Common
Stock in the over-the-counter market on the date the incentive option or
nonqualified option is granted, or if the Common Stock is then listed or
admitted to trading on any stock exchange or the NASDAQ National Market System
in the over-the-counter market, the closing sale price on such day on the
principal stock exchange on which the Common Stock is then listed or admitted to
trading, or, if no sale takes place on such day on such national market system
or principal exchange, then the closing sale price of the Common Stock on such
national market system or exchange on the next preceding day on which a sale
occurred. During such times as there is not a market price available, the fair
market value of the Company's Common Stock shall be determined by the
Administrator, which shall consider, among other facts which it considers to be

                                      -6-

<PAGE>

relevant, the book value of such stock and the earnings of the Company. The
exercise price shall be subject to adjustment as provided in Section 8 below.

         6.   Terms and Conditions of Incentive Options.
              -----------------------------------------

              Each incentive option granted pursuant to this Plan shall be
evidenced by a written Incentive Option Agreement which shall specify that the
options subject thereto are incentive options within the meaning of Section 422A
of the Internal Revenue Code of 1986 as amended. The granting of an incentive
option shall take place only when a written Incentive Option Agreement shall
have been duly executed and delivered by or on behalf of the company to the
optionee to whom such incentive option shall be granted. Neither anything
contained in the Plan nor in any resolution adopted or to be adopted by the
Administrator shall constitute the granting of any incentive option. The
Incentive Option Agreement shall be in such form as the administrator shall,
from time to time, recommend, but shall comply with and be subject to the
following terms and conditions:

              (a) Medium and Time of Payment. The option price upon the exercise
                  --------------------------
of the incentive option shall be payable (i) in United States dollars payable in
cash, certified check, or bank draft; (ii) subject to any legal restrictions on
the acquisition or purchase of its shares by the Company, by the delivery of
shares of Common Stock which shall be deemed to have a value to the Company
equal to the aggregate fair market

                                      -7-

<PAGE>

value of such shares determined at the date of such exercise in accordance with
the provisions of Section 5 above; (iii) in the discretion of the Administrator,
by the issuance of a promissory note in a form acceptable to the Administrator,
or (iv) any combination of (i), (ii) or (iii) above.

              (b) Grant of Incentive Option. Any incentive option shall be
                  -------------------------
granted within ten years from the date of the adoption of this Plan or the date
this Plan is approved by the shareholders of the Company, whichever is earlier.

              (c) Number of Shares. The incentive option shall state the total
                  ----------------
number of shares to which it pertains.

              (d) Incentive Option Price. The incentive option price shall be
                  ----------------------
not less than the fair market value of the shares of Common Stock on the date of
the granting of the option; provided, however, that the exercise price shall not
be less than 110% of the fair market value if the person to whom such options
are granted owns 10% or more of the total combined voting power of all classes
of stock of the Company or of its parent or subsidiary corporation.

              (e) Term of Incentive Option. Each incentive option granted under
                  ------------------------
the Plan shall expire within a period of not more than ten (10) years from the
date the incentive option is granted; provided, however, that the incentive
option shall expire within a period of not more than five (5) years if granted
to a person who owns more than 10% of the combined voting power of all classes
of stock of the Company or of its parent or subsidiary corporation.

                                      -8-

<PAGE>

              (f) Date of Exercise. The Administrator may, in its discretion,
                  ----------------
provide that an incentive option may be exercised immediately or that it may not
be exercised in whole or in part for any specified period or periods of time;
provided, however, that at least 20% of the options shall become exercisable on
each anniversary of the date of the grant of such incentive options. Except as
may be so provided, any incentive option may be exercised in whole at any time
or in part from time to time during its term.

              (g) Termination of Employment Except Death or Disability. In the
                  ----------------------------------------------------
event that an optionee who is an employee of the Company shall cease to be
employed by the Company or a parent or any subsidiary corporation of the Company
or a corporation or a parent or subsidiary corporation of a corporation issuing
and assuming an incentive option in a transaction to which Section 425(a) of the
Internal Revenue Code of 1986, as amended, applies, for any reason other than
his death or disability, (i) all incentive options granted to any such optionee
pursuant to this Plan which are not exercisable at the date of such cessation
shall terminate immediately and become void and of no effect, and (ii) all
incentive options granted to any such optionee pursuant to this Plan which are
exercisable at the date of such cessation may be exercised at any time within
three (3) months of the date of such cessation, but in any event no later than
the date of expiration of the incentive option period, and if not so

                                      -9-

<PAGE>

exercised within such time shall become void and of no effect at the end of such
time.

              (h) Death or Disability of Optionee. If the optionee shall die or
                  -------------------------------
become disabled (within the meaning of Section 22(3) (3) of the Internal Revenue
Code of 1986, as amended) and shall not have fully exercised his or her
incentive options granted pursuant to the Plan, all of such incentive options,
whether or not otherwise exercisable, may be exercised at any time within one
(1) year after the optionee's cessation of employment as a result of such death
or disability, but in any event no later than the date of expiration of the
incentive option period, by such optionee, or in the event of death, by the
executors or administrators of the optionee's estate or by any person or persons
who shall have acquired the incentive option directly from the optionee by
bequest or inheritance.

              (i) Rights as a Shareholder. An optionee or a transferee of an
                  -----------------------
incentive option shall have no rights as a shareholder with respect to any
shares of Common Stock covered by his or her incentive option until the date of
the issuance of a share certificate to him or her for such shares. No adjustment
shall be made for dividends or distributions or other rights for which the
record date is prior to the date such share certificate is issued.

              (j) Nonassignability of Rights. No incentive option shall be
                  --------------------------
assignable or transferable by the person receiving same except by will or the
laws of descent and distribution.

                                      -10-

<PAGE>

During the life of such person, the incentive option shall be exercisable only
by him.

              (k) Limitation. Notwithstanding any other provisions of the Plan,
                  ----------
the aggregate fair market value (determined in accordance with the provisions of
Section 5 above as of the time the incentive option is granted) of the shares of
Common Stock with respect to which incentive stock options are exercisable for
the first time by the optionee during any calendar year (under all such plans of
the Company and its parent and subsidiary corporations) shall not exceed
$100,000.

              (l) Other Provisions. Any Incentive Option Agreement may contain
                  ----------------
such other terms, provisions, and conditions as may be determined by the
Administrator, which are not inconsistent with the provisions of Section 422A of
the Internal Revenue Code of 1986, as amended, including the option of the
Company to repurchase any shares issued upon the exercise of an option upon
termination of employment. Incentive options granted to different persons, or to
the same person at different times, may be subject to terms, conditions and
restrictions which differ from each other.

        7.    Terms and Conditions of Nonqualified Options.
              --------------------------------------------

              Each nonqualified option granted pursuant to this Plan shall be
evidenced by a written Nonqualified Option Agreement which shall specify that
the options subject thereto are nonqualified options. The granting of a
nonqualified option shall take place only when this written Nonqualified Option

                                      -11-

<PAGE>

Agreement shall have been duly executed and delivered by or on behalf of the
Company to the optionee to whom such nonqualified option shall be granted.
Neither anything contained in the Plan nor in any resolution adopted or to be
adopted by the Administrator shall constitute the granting of any nonqualified
option. The Nonqualified Option Agreement shall be in such form as the
Administrator shall, from time to time, recommend, but shall comply with and be
subject to the following terms and conditions:

              (a) Medium and Time of Payment. The nonqualified option price
                  --------------------------
shall be payable (i) in United States dollars payable in cash, certified check,
or bank draft; (ii) subject to any legal restrictions on the acquisition or
purchase of its shares by the Company, by the delivery of shares of Common Stock
which shall be deemed to have a value to the Company equal to the aggregate fair
market value of such shares determined at the date of such exercise in
accordance with the provisions of Section 5 above; (iii) in the discretion of
the Administrator, by the issuance of promissory note in a form acceptable to
the Administrator; or (iv) any combination of (i), (ii), or (iii) above.

              (b) Number of Shares. The nonqualified option shall state the
                  ----------------
total number of shares to which it pertains.

              (c) Terms of Nonqualified Option. Each nonqualified option granted
                  ----------------------------
under the Plan shall expire within a period of not more than ten (10) years from
the date the nonqualified option is granted.

                                      -12-

<PAGE>

              (d) Date of Exercise. The Administrator may, in its discretion,
                  ----------------
provide that a nonqualified option may be exercised immediately or that it may
not be exercised in whole or in part for any specified period or periods of
time; provided, however, that least 20% of the options shall become exercisable
on each anniversary of the date of grant of such nonqualified option. Except as
may be so provided, any nonqualified option may be exercised in whole at any
time or in part from time to time during its term.

              (e) Termination of Employment Except Death or Disability. In the
                  ----------------------------------------------------
event that an optionee who is an employee of the Company shall cease to be
employed by the Company or any of its subsidiaries for any reason other than his
or her death or disability, or, in the event that an optionee who is a director
but not an employee of the Company shall cease to be a director of the Company
for any reason other than his or her death or disability, (i) all nonqualified
options granted to any such optionee pursuant to this Plan which are not
exercisable at the date of such cessation shall terminate immediately and become
void and of no effect, and (ii) all nonqualified options granted to any such
optionee pursuant to this Plan which are exercisable at the date of such
cessation may be exercised at any time within three (3) months of the date of
such cessation, but in any event no later than the date of expiration of the
nonqualified option period, and if not so exercised within such time shall
become void and of no effect at the end of such time.

                                      -13-

<PAGE>

                  (f) Death or Disability of Optionee. If the optionee shall die
                      -------------------------------
or become permanently disabled and shall not have fully exercised his or her
nonqualified options granted pursuant to the Plan, all of such nonqualified
options, whether or not otherwise exercisable, may be exercised at any time
within one (1) year after the optionee's death or permanent disability but in
any event no later than the date of expiration of the nonqualified option
period, by such optionee, or in the event of death, by the executors or
administrators of the optionee's estate or by any person or persons who shall
have acquired the nonqualified option directly from the optionee by bequest or
inheritance.

                  (g) Rights as a Shareholder. An optionee or a transferee of a
                      -----------------------
nonqualified option shall have no rights as a shareholder with respect to any
shares of Common Stock covered by his or her nonqualified option until the date
of the issuance of a share certificate to such optionee for such shares. No
adjustment shall be made for dividends or distributions or other rights for
which the record date is prior to the date such share certificate is issued.

                  (h) Nonassignability of Rights. No nonqualified option shall
                      --------------------------
be assignable or transferable by the person receiving same except by will or the
laws of descent and distribution. During the life of such person, the
nonqualified option shall be exercisable only by him or her.

                                      -14-

<PAGE>

             (i) Other Provisions. Any Nonqualified Option Agreement may contain
                 ----------------
such other terms, provisions and conditions as may be determined by the
Administrator, including the option of the Company to repurchase any shares
issued upon the exercise of an option upon termination of employment.
Nonqualified options granted to different persons, or to the same person at
different times, may be subject to terms, conditions and restrictions which
differ from each other.

         8.  Changes in Capital Structure.
             ----------------------------

             In the event that the outstanding shares of Common Stock of the
Company are hereafter increased or decreased or changed into or exchanged for a
different number or kind of shares or other securities of the Company by reason
of merger, consolidation or reorganization in which the Company is the surviving
corporation of or a recapitalization, stock split, combination of shares,
reclassification, reincorporation, stock dividend (in excess of 2%), or other
change in the corporate structure of the Company, appropriate adjustments shall
be made by the Board of Directors in the aggregate number and kind of shares
subject to this Plan, and the number and kind of shares and the price per share
subject to outstanding incentive options and nonqualified options in order to
preserve, but not to increase, the benefits to persons then holding incentive
options and/or nonqualified options.

             In the event that the Company at any time proposes to merge into,
consolidate with or to enter into any other

                                      -15-

<PAGE>

reorganization (including the sale of substantially all of its assets) in which
the Company is not the surviving corporation, or if the Company is the surviving
corporation and the ownership of the outstanding capital stock of the Company
following the transaction changes by 50% or more as a result of such
transaction, the Plan and all unexercised incentive options and nonqualified
options granted hereunder shall terminate, unless provision is made in writing
in connection with such transaction for the continuance of the Plan and for the
assumption of incentive options and nonqualified options theretofore granted, or
the substitution for such incentive options and nonqualified options of new
options covering shares of a successor corporation, with appropriate adjustments
as to number and kind of shares and prices, in which event the Plan and the
incentive options and nonqualified options theretofore granted or the new
incentive options and nonqualified options substituted therefore, shall continue
in the manner and under the terms so provided. If such provision is not made in
such transaction for the continuance of the Plan and the assumption of incentive
options and nonqualified options theretofore granted or the substitution for
such incentive options and nonqualified options of new incentive options and
nonqualified options covering the shares of a successor corporation, then the
Administrator shall cause written notice of the proposed transaction to be given
to the persons holding incentive options or nonqualified options not less than
30 days prior to

                                      -16-

<PAGE>

the anticipated effective date of the proposed transaction, and all incentive
options and nonqualified options shall be accelerated and, concurrent with the
effective date of the proposed transaction, such person shall have the right to
exercise incentive options and nonqualified options in respect of any or all
shares then subject thereto.

          9.   Amendment and Termination of the Plan.
               -------------------------------------

               The Board of Directors of the Company may from time to time
alter, amend, suspend or terminate the Plan in such respects as the board of
Directors may deem advisable; provided, however, that no such alteration,
amendment, suspension or termination shall be made which shall substantially
affect or impair the rights of any person under any incentive option or
nonqualified option theretofore granted to him without his consent. Without
limiting the generality of the foregoing, to the extent permitted by applicable
law, the Board of Directors of the Company may alter or amend the plan to comply
with requirements under the Internal Revenue Code relating to restricted stock
options, incentive options, qualified options or other options which give the
optionee more favorable tax treatment than that applicable to options granted
under this Plan as of the date of its adoption. Upon any such alteration or
amendment, to the extent permitted by applicable law, any outstanding option
granted hereunder shall be subject to the more favorable tax treatment afforded
to an optionee pursuant to such terms and conditions as the Administrator may
determine.

                                      -17-

<PAGE>

          Unless the Plan shall theretofore have been terminated, the Plan shall
be effective on April 3, 1990, and shall terminate on April 2, 2000.

     10.  Application of Funds.
          --------------------

          The proceeds received by the Company from the sale of Common Stock
pursuant to incentive options and nonqualified options, except as otherwise
provided herein, will be used for general corporate purposes.

     11.  No Obligation to Exercise Option.
          --------------------------------

          The granting of an incentive option or nonqualified option shall
impose no obligation upon the optionee to exercise such an incentive option or
nonqualified option.

     12.  Continuance of Employment.
          -------------------------

          The Plan or the granting of any incentive option or nonqualified
option thereunder shall not impose any obligation on the Company to continue the
employment of any optionee.

     13.  Financial Disclosure.
          --------------------

          Upon the granting of any incentive option or nonqualified option under
this Plan, the optionee shall be entitled to receive such financial information
as may from time to time be disclosed to the stockholders of the Company. Such
financial information shall be in the form deemed appropriate by the Board of
Directors for distribution to the stockholders.

                                      -18-