Exhibit 10.1


 


RED ROBIN
GOURMET BURGERS, INC.

AMENDED AND RESTATED

2007 PERFORMANCE INCENTIVE PLAN

OUTSIDE DIRECTOR STOCK OPTION AGREEMENT


 


THIS OUTSIDE DIRECTOR STOCK OPTION AGREEMENT (this “Option
Agreement”) by and between RED ROBIN GOURMET BURGERS,
INC., a Delaware corporation (the “Corporation”),
and
                                                      
(the grantee of the option, “Grantee”)
evidences the nonqualified stock option (the “Option”)
granted by the Corporation to the Grantee as to the number of shares of the
Corporation’s Common Stock(1), the Award (Grant) Date, the Grant (Exercise)
Price per share, the Expiration (Expiry) Date(2) and the Vesting Schedule
(collectively, the “Grant Terms”), all of which are set forth and described as
a Grant and contained in Grantee’s Director Portfolio on the Computershare
website (the “Website”) (unless otherwise specified by the Corporation), and
expressly incorporated herein by reference, and made a part hereof.


 


The Option is granted under the Red Robin Gourmet Burgers, Inc.
Amended and Restated 2007 Performance Incentive Plan (the “Plan”) and subject to the Grant Terms, the
Terms and Conditions of Nonqualified Stock Option (the “Terms”)
contained in this Option Agreement and to the Plan.  The Option has been granted to the Grantee in
addition to, and not in lieu of, any other form of compensation otherwise
payable or to be paid to the Grantee. 
Capitalized terms are defined in the Plan if not defined herein.  The Grantee acknowledges receipt of a copy of
this Option Agreement, the Grant Terms, the Plan and the Prospectus for the
Plan.


 


TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTION


 


1.                                      Vesting; Limits on
Exercise; Incentive Stock Option Status.


 


The Option may be exercised only to the extent the Option is vested and
exercisable.  The Option shall vest and
become exercisable as set forth on the Vesting Schedule; for the Option
described in the Grant in the Grantee’s Director Portfolio on the Website.


 


·                  Cumulative Exercisability. 
To the extent that the Option is vested and exercisable, the Grantee has
the right to exercise the Option (to the extent not previously exercised), and
such right shall continue, until the expiration or earlier termination of the
Option.


 


·                  No Fractional Shares.  Fractional
share interests shall be disregarded, but may be cumulated.


 


·                  Nonqualified Stock Option. 
The Option is a nonqualified stock option and is not, and shall not be,
an incentive stock option within the meaning of Section 422 of the Code.


 






(1)    Subject
to adjustment under Section 7.1 of the Plan.


(2)    Subject
to early termination under Section 4 of this Option Agreement and Section 7.4
of the Plan.


 

















 


2.                                      Continuance of
Employment/Service Required; No Employment/Service Commitment.


 


The vesting schedule described in the Grantee’s
Director Portfolio on the Website  with
respect to the Grant requires continued employment or service through each
applicable vesting date as a condition to the vesting of the applicable
installment of the Option and the rights and benefits under this Option
Agreement.  Employment or service for
only a portion of the vesting period, even if a substantial portion, will not
entitle the Grantee to any proportionate vesting or avoid or mitigate a
termination of rights and benefits upon or following a termination of
employment or services as provided in Section 4 below or under the Plan.


 


Nothing contained in this Option Agreement or the Plan
constitutes a continued employment or service commitment by the Corporation or
any of its Subsidiaries, affects the Grantee’s status, if he or she is an
employee, as an employee at will who is subject to termination without cause,
confers upon the Grantee any right to remain employed by or in service to the
Corporation or any Subsidiary, interferes in any way with the right of the
Corporation or any Subsidiary at any time to terminate such employment or
service, or affects the right of the Corporation or any Subsidiary to increase
or decrease the Grantee’s other compensation.


 


3.                                      Method of Exercise of
Option.


 


The Option shall be exercisable by the delivery to the Secretary of the
Corporation (or such other person as the Administrator may require pursuant to
such administrative exercise procedures as the Administrator may implement from
time to time) of:


 


·                  a written notice stating the number of shares of
Common Stock to be purchased pursuant to the Option or by the completion of
such other administrative exercise procedures as the Administrator may require
from time to time,


 


·                  payment in full for the Exercise Price of the shares
to be purchased in cash, check or by electronic funds transfer to the
Corporation, or (subject to compliance with all applicable laws, rules,
regulations and listing requirements and further subject to such rules as
the Administrator may adopt as to any non-cash payment) in shares of Common
Stock already owned by the Participant, valued at their Fair Market Value on
the exercise date, provided, however, that any shares initially
acquired upon exercise of a stock option or otherwise from the Corporation must
have been owned by the Participant for at least six (6) months before the
date of such exercise;


 


·                  any written statements or agreements required pursuant
to Section 8.1 of the Plan; and


 


·                  satisfaction of the tax withholding provisions of Section 8.5
of the Plan.


 


The Administrator
also may, but is not required to, authorize a non-cash payment alternative by
notice and third party payment in such manner as may be authorized by the
Administrator.


 


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4.                                      Early
Termination of Option.


 


4.1          Possible
Acceleration of Option upon Change in Control.    As
provided in Section 7.3 of the Plan, if the Corporation undergoes a Change
in Control Event, any outstanding Option will become fully vested.


 


4.2          Termination of Option upon a Termination of Grantee’s
Employment or Services.  Subject to earlier termination
on the Expiration Date of the Option, if the Grantee ceases to be employed by
or ceases to provide services to the Corporation or a Subsidiary, the following
rules shall apply (the last day that the Grantee is employed by or
provides services to the Corporation or a Subsidiary is referred to as the
Grantee’s “Severance Date”):


 


·                  other than as expressly provided below in this Section 4.2,
(a) the Grantee will have until the date that is 24 months after his or
her Severance Date to exercise the Option (or portion thereof) to the extent
that it was vested on the Severance Date, (b) the Option, to the extent
not vested on the Severance Date, shall terminate on the Severance Date, and (c) the
Option, to the extent exercisable for the 24 month period following the
Severance Date and not exercised during such period, shall terminate at the
close of business on the last day of the 24 month period;


 


·                  if the termination of the Grantee’s employment or
services is the result of the Grantee’s death or Total Disability (as defined
below), then the Grantee (or his beneficiary or personal representative, as the
case may be) will have until the date that is 24 months after the Grantee’s
Severance Date to exercise the Option, (b) the Option, to the extent not
vested on the Severance Date, shall terminate on the Severance Date, and (c) the
Option, to the extent exercisable for the 24-month period following the Severance
Date and not exercised during such period, shall terminate at the close of
business on the last day of the 24-month period;


 


·                  if the Grantee’s employment or services are terminated
by the Corporation or a Subsidiary for Cause (as defined below), the Option
(whether vested or not) shall terminate on the Severance Date.


 


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


 


For purposes of the Option, “Cause” means
that the Grantee:


 


·                  has been negligent in the discharge of his or her
duties to the Corporation or any of its Subsidiaries, has refused to perform
stated or assigned duties or is incompetent in or (other than by reason of a
disability or analogous condition) incapable of performing those duties;


 


·                  has been dishonest or committed or engaged in an act
of theft, embezzlement or fraud, a breach of confidentiality, an unauthorized
disclosure or use of inside information, customer lists, trade secrets or other
confidential information; has


 


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breached a fiduciary duty, or willfully and materially
violated any other duty, law, rule, regulation or policy of the Corporation,
any of its Subsidiaries or any affiliate of the Corporation or any of its
Subsidiaries; or has been convicted of a felony or misdemeanor (other than
minor traffic violations or similar offenses);


 


·                  has materially breached any of the provisions of any
agreement with the Corporation, any of its Subsidiaries or any affiliate of the
Corporation or any of its Subsidiaries; or


 


·                  has engaged in unfair competition with, or otherwise
acted intentionally in a manner injurious to the reputation, business or assets
of, the Corporation, any of its Subsidiaries or any affiliate of the
Corporation or any of its Subsidiaries; has improperly induced a vendor or
customer to enter into, break or terminate any contract with the Corporation,
any of its Subsidiaries or any affiliate of the Corporation or any of its
Subsidiaries; or has induced a principal for whom the Corporation, any of its
Subsidiaries or any affiliate of the Corporation or any of its Subsidiaries
acts as agent to terminate such agency relationship.


 


In all events the Option is subject to earlier termination on the
Expiration Date of the Option.  The
Administrator shall be the sole judge of whether the Grantee continues to
render employment or services for purposes of this Option Agreement.


 


5.                                      Non-Transferability.


 


The Option and any other rights of the Grantee under this Option
Agreement or the Plan are nontransferable and exercisable only by the Grantee,
except as set forth in Section 5.7 of the Plan.


 


6.                                      Notices.


 


Any notice to be given under the terms of this Option Agreement shall
be in writing and addressed to the Corporation at its principal office to the
attention of the Secretary, and to the Grantee at the address last reflected on
the Corporation’s payroll records, or at such other address as either party may
hereafter designate in writing to the other. 
Any such notice shall be delivered in person or shall be enclosed in a
properly sealed envelope addressed as aforesaid, registered or certified, and
deposited (postage and registry or certification fee prepaid) in a post office
or branch post office regularly maintained by the United States
Government.  Any such notice shall be
given only when received, but if the Grantee is no longer employed by the
Corporation or a Subsidiary, shall be deemed to have been duly given five
business days after the date mailed in accordance with the foregoing provisions
of this Section 6.


 


7.                                      Plan.


 


The Option and all rights of the Grantee under this Option Agreement are
subject to, and the Grantee agrees to be bound by, all of the terms and
conditions of the Plan, incorporated herein by this reference.  In the event of a conflict or inconsistency
between the terms and conditions of this Option Agreement and of the Plan, the
terms and conditions of the Plan shall govern. 
The Grantee agrees to be bound by the terms of the Plan and this Option
Agreement


 


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(including these
Terms).  The Grantee acknowledges having
read and understanding the Plan, the Prospectus for the Plan, and this Option
Agreement.  Unless otherwise expressly
provided in other sections of this Option Agreement, provisions of the Plan
that confer discretionary authority on the Board or the Administrator do not
and shall not be deemed to create any rights in the Grantee unless such rights
are expressly set forth herein or are otherwise in the sole discretion of the
Board or the Administrator so conferred by appropriate action of the Board or
the Administrator under the Plan after the date hereof.


 


8.                                      Entire Agreement.


 


The Grant, the Grant Terms and this Option Agreement and the Plan
together constitute the entire agreement and supersede all prior understandings
and agreements, written or oral, of the parties hereto with respect to the
subject matter hereof.  The Plan and this
Option Agreement may be amended pursuant to Section 8.6 of the Plan.  Such amendment must be in writing and signed
by the Corporation.  The Corporation may,
however, unilaterally waive any provision hereof in writing to the extent such
waiver does not adversely affect the interests of the Grantee hereunder, but no
such waiver shall operate as or be construed to be a subsequent waiver of the
same provision or a waiver of any other provision hereof.


 


9.                                      Governing Law.


 


This Option Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of Delaware without regard to conflict
of law principles thereunder.


 


10.                               Effect of this Agreement.


 


Subject to any early termination of the Option pursuant to Section 7.4
of the Plan, this Option Agreement shall be assumed by, be binding upon and
inure to the benefit of any successor or successors to the Corporation.


 


11.                               Section Headings.


 


The section headings of this Option Agreement are for convenience of
reference only and shall not be deemed to alter or affect any provision hereof.


 


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