Exhibit
10.57




ADDENDUM

TO

STOCK
OPTION AGREEMENT







The
following provisions are hereby incorporated into, and are hereby made a part
of, that certain Stock Option Agreement (the “Option Agreement”) by and between
Rubio’s Restaurants, Inc. (the “Corporation”) and                     (“Optionee”)
evidencing the stock option (the “Option”) granted this day to Optionee under
the terms of the Corporation’s 1999 Stock Incentive Plan, and such provisions
are effective immediately. All capitalized terms in this Addendum, to the extent
not otherwise defined herein, shall have the meanings assigned to them in the
Option Agreement.

 

INVOLUNTARY
TERMINATION FOLLOWING

CORPORATE
TRANSACTION/CHANGE IN CONTROL

 

1.  To the
extent the Option is, in connection with a Corporate Transaction, to be assumed
in accordance with Paragraph 6 of the Option Agreement, the Option shall not
accelerate upon the occurrence of that Corporate Transaction, and the Option
shall accordingly continue, over Optionee’s period of Service after the
Corporate Transaction, to become exercisable for the Option Shares in one or
more installments in accordance with the provisions of the Option Agreement.
However, immediately upon an Involuntary Termination of Optionee’s Service
within eighteen (18) months following such Corporate Transaction, the assumed
Option, to the extent outstanding at the time but not otherwise fully
exercisable, shall automatically accelerate so that the Option shall become
immediately exercisable for all the Option Shares at the time subject to the
Option and may be exercised for any or all of those Option Shares as fully
vested shares.

 

2.  The
Option shall not accelerate upon the occurrence of a Change in Control, and the
Option shall, over Optionee’s period of Service following such Change in
Control, continue to become exercisable for the Option Shares in one or more
installments in accordance with the provisions of the Option Agreement. However,
immediately upon an Involuntary Termination of Optionee’s Service within
eighteen (18) months following the Change in Control, the Option, to the extent
outstanding at the time but not otherwise fully exercisable, shall automatically
accelerate so that the Option shall become immediately exercisable for all the
Option Shares at the time subject to the Option and may be exercised for any or
all of those Option Shares as fully vested shares.

 

3.  The
Option as accelerated pursuant to this Addendum shall remain so exercisable
until the earlier of (i)
the Expiration Date or (ii) the expiration of the one (1)-year period measured
from the date of the Optionee’s Involuntary Termination.

 

 




















 

4.  For
purposes of this Addendum the following definitions shall be in
effect:

 

(i)  An
Involuntary
Termination shall
mean the termination of Optionee’s Service by reason of:

 

(A)  Optionee’s
involuntary dismissal or discharge by the Corporation for reasons other than
Misconduct, or

 

(B)  Optionee’s
voluntary resignation following (A) a change in Optionee’s position with the
Corporation (or Parent or Subsidiary employing Optionee) which materially
reduces Optionee’s duties and responsibilities or the level of management to
which Optionee reports, (B) a reduction in Optionee’s level of compensation
(including base salary, fringe benefits and target bonus under any corporate
performance based bonus or incentive programs) by more than fifteen percent
(15%) or (C) a relocation of Optionee’s place of employment by more than
fifty (50) miles, provided and only if such change, reduction or relocation
is effected by the Corporation without Optionee’s consent.

 

(ii)  A
Change
in Control shall be
deemed to occur in the event of a change in ownership or control of the
Corporation effected through either of the following transactions:

 

(A)  the
acquisition, directly or indirectly, by any person or related group of persons
(other than the Corporation or a person that directly or indirectly controls, is
controlled by, or is under common control with, the Corporation) of beneficial
ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of
1934, as amended) of securities possessing more than fifty percent (50%) of the
total combined voting power of the Corporation’s outstanding securities pursuant
to a tender or exchange offer made directly to the Corporation’s stockholders,
or 

 

(B)  a change
in the composition of the Board over a period of thirty-six (36) consecutive
months or less such that a majority of the Board members ceases, by reason of
one or more contested elections for Board membership, to be comprised of
individuals who either (i) have been Board members continuously since the
beginning of such period or (ii) have been elected or nominated for election as
Board members during such period by at least a majority of the Board members
described in clause (i) who were still in office at the time the Board approved
such election or nomination.

 

5.  The
provisions of Paragraph 1 of this Addendum shall govern the period for which the
Option is to remain exercisable following the Involuntary Termination of
Optionee’s Service within eighteen (18) months after the Corporate Transaction
or Change in Control and shall supersede any provisions to the contrary in
Paragraph 5 of the Option Agreement.

 
















 



IN
WITNESS WHEREOF, Rubio’s
Restaurants, Inc. has caused this Addendum to be executed by its duly-authorized
officer as of the Effective Date specified below.

 





	 	
      RUBIO’S
      RESTAURANTS, INC.

	 	 
	 	 
	 	
      By:
      _____________________________________

	 	 
	 	
      Title:
      ___________________________________

	 	 
	
      EFFECTIVE
      DATE:
      ___________________________