<PAGE>

                                                                   EXHIBIT 10.32

                         RED ROBIN GOURMET BURGERS, INC.
              2000 MANAGEMENT PERFORMANCE COMMON STOCK OPTION PLAN
                   OPTION EXERCISE AGREEMENT - EARLY EXERCISE

Name of Optionee:                   James P. McCloskey
                                    -----------------------------------

Date of Grant of Option:            January 29, 2002
                                    -----------------------------------

Exercise Price per Share:           $2.50
                                    -----------------------------------

Number of Shares Being Exercised:   100,000
                                    -----------------------------------

         The undersigned (the "Purchaser") hereby irrevocably elects to exercise
his/her right, evidenced by that certain stock option agreement dated as of the
Date of Grant of Option identified above (the "Option Agreement") under the Red
Robin Gourmet Burgers, Inc. 2000 Management Performance Common Stock Option Plan
(the "Plan"), as follows:

         .    the Purchaser hereby irrevocably elects to purchase a number of
              shares of Common Stock, par value $0.001 per share (the "Shares"),
              of Red Robin Gourmet Burgers, Inc., a Delaware corporation (the
              "Corporation"), equal to the Number of Shares Being Exercised set
              forth above, and

         .    such purchase shall be at a price per share equal to the Exercise
              Price per Share set forth above (subject to applicable withholding
              taxes).

         1. Investment Representations. The Purchaser acknowledges that the sale
of the Shares by the Purchaser is restricted by SEC Rule 701. The Purchaser
hereby affirms as made as of the date hereof the representations in his or her
Option Agreement and such representations are incorporated herein by this
reference. The Purchaser represents that he/she has no need for liquidity in
this investment, has the ability to bear the economic risk of this investment,
and can afford a complete loss of the purchase price for the Shares. The
Purchaser acknowledges receipt of the Corporation's condensed consolidated
financial information.

         The Purchaser also understands and acknowledges (a) that the
certificates representing the Shares will be legended as provided for below, and
(b) that the Corporation has no obligation to register the Shares or file any
registration statement under federal or state securities laws.

         The certificates representing the Shares will bear the following
legends or substantially similar legends:

         "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS
         CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL
         RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH
         THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER,
         PLEDGE OR OTHER DISPOSITION."

                                      C-1

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         "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR
         QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR
         HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY
         STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A
         REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER,
         THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN
         THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT
         IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND
         WITH APPLICABLE STATE SECURITIES LAWS."

         "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT TO REPURCHASE THEM
         UNDER AN AGREEMENT WITH THE CORPORATION, A COPY OF WHICH IS AVAILABLE
         FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

         2. Vesting. The Shares are being acquired prior to the time that they
have become vested in accordance with the terms of the Option Agreement.
Accordingly, the Shares are subject to the Corporation's repurchase right set
forth in Section 5 below and other restrictions set forth herein. The Shares
shall vest, and the Corporation's repurchase right under Section 5 shall lapse,
as of the date(s) that the Option would have otherwise become vested as to such
Shares. The maximum number of Shares that may vest on any occasion or event
shall not exceed the number of shares that would have otherwise vested on such
date under the Option Agreement had the underlying stock option not been
exercised prior to full vesting to acquire the Shares. No additional Shares
shall vest after the date that the Purchaser's employment by the Corporation
terminates.

         3. Delivery of Share Certificate. The Corporation shall issue a
certificate or certificates for the Shares, registered in the name of the
Purchaser, which certificate(s) shall upon redelivery thereof to the Corporation
pursuant to the following provisions of this Section 3 be held by the
Corporation until the restrictions on such Shares shall have lapsed and the
Shares shall thereby have become vested or the Shares represented thereby are
repurchased by the Corporation in accordance with Section 5.

         Upon delivery to the Purchaser of the certificate(s) representing the
Shares, the Purchaser shall redeliver such certificate(s) to the Corporation,
together with a stock power or stock powers, in blank and in substantially the
form attached hereto, with respect to such certificate(s), to be held by the
Corporation pursuant to the terms hereof. The Purchaser hereby appoints the
Corporation and each of its authorized representatives as the Purchaser's
attorney(s)-in-fact to effect any transfer of the Shares that are repurchased by
the Corporation in accordance with the terms hereof or related cash, property or
rights (including Restricted Property, as such term is defined below) to the
Corporation as may be required pursuant to this Exercise Agreement and to
execute such documents as the Corporation or such representatives deem necessary
or advisable in connection with any such transfer.

         Promptly after the vesting of the Shares in accordance with Section 2
above, a certificate or certificates evidencing the number of shares of Common
Stock as to which the restrictions

                                      C-2

<PAGE>

have lapsed or been released shall be delivered to the Purchaser or other person
entitled under the terms hereof and of the Plan to receive the shares. The
Shares so delivered shall no longer be subject to the Corporation's repurchase
right under Section 5, but such shares shall continue to be subject to the other
restrictions set forth herein, in the Option Agreement, and in the Plan. Vested
Shares and any other amounts deliverable pursuant to the Shares shall be
delivered and paid only to the Purchaser or the Purchaser's beneficiary or
personal representative, as the case may be.

         4. Dividend; Voting Rights. After the date of issuance of the Shares,
the Purchaser shall be entitled to cash dividends and voting rights with respect
to the Shares, but such rights shall terminate as to any Shares that are
repurchased by the Corporation in accordance with Section 5. Any securities or
other property receivable in respect of the Shares by the Purchaser as a result
of any dividend or other distribution, conversion or exchange of or with respect
to the Shares are, together, referred to as "Restricted Property." Upon a
repurchase of any Shares by the Corporation in accordance with Section 5, the
Restricted Property related to such repurchased Shares shall be automatically
transferred to the Corporation, without any further action by the Purchaser (or
the Purchaser's beneficiary or personal representative, as the case may be) or
additional consideration from the Corporation. The Corporation may take any
other action necessary or advisable to evidence such transfer. The Purchaser, or
the Purchaser's beneficiary or personal representative, as the case may be,
shall deliver any additional documents of transfer that the Corporation may
request to confirm the transfer of such Restricted Property to the Corporation.

         5. Corporation's Repurchase Right. Subject to the terms and conditions
of this Section 5, the Corporation shall have the right (the "Repurchase Right")
(but not the obligation) to repurchase in one or more transactions in connection
with the termination of the Purchaser's employment with the Corporation, and the
Purchaser (or any permitted transferee) shall be obligated to sell any of the
Shares that have not, as of the date of such termination of employment, become
vested.

         To exercise the Repurchase Right, the Corporation must give written
notice thereof to the Purchaser (the "Repurchase Notice"). The Repurchase Notice
is irrevocable by the Corporation and must (a) be in writing and signed by an
authorized officer of the Corporation, (b) set forth the Corporation's intent to
exercise the Repurchase Right and contain the total number of Shares to be sold
to the Corporation pursuant to the exercise of the Repurchase Right, (c) be
mailed or delivered to the Purchaser at the Purchaser's address reflected or
last reflected on the Corporation's payroll records or delivered to the
Purchaser in person, and (d) be so mailed or delivered no later than the
ninetieth (90/th/) day following the date that the Purchaser's employment by the
Corporation terminates. If mailed, the Repurchase Notice shall be enclosed in a
properly sealed envelope, addressed as aforesaid, and deposited (postage
prepaid) in a post office or branch post office regularly maintained by the
United States Government. The Repurchase Notice shall be deemed to have been
duly given as of the date mailed or delivered in accordance with the foregoing
provisions.

         The price per Share to be paid by the Corporation upon settlement of
the Corporation's Repurchase Right (the "Repurchase Price") shall equal the
lesser of (a) the price paid by the Purchaser to exercise the stock option and
------
acquire such Share, or (b) the fair market value of a

                                      C-3

<PAGE>

Share as reasonably determined by the Corporation's Board of Directors as of the
date of the Repurchase Notice. No interest shall be paid with respect to and no
other adjustments (other than adjustments to reflect stock splits and similar
changes in capitalization) shall be made to the Repurchase Price. The closing of
any repurchase under this Section 5 shall be at a date to be specified by the
Corporation, such date to be no later than 90 days after the date that the
Purchaser's employment by the Corporation terminates. The Repurchase Price shall
be paid at the closing in the form of a check in the amount of the Repurchase
Price, by cancellation of money purchase indebtedness in like amount or by a
combination of check and debt cancellation, as the Corporation may determine in
its discretion.

         Upon a repurchase of any Shares by the Corporation, such repurchased
Shares shall be automatically transferred to the Corporation, without any
further action by the Purchaser (or the Purchaser's beneficiary or personal
representative, as the case may be). The Corporation may exercise its powers
under this Exercise Agreement (including, without limitation, its powers under
Section 3) and take any other action necessary or advisable to evidence such
transfer. The Purchaser, or the Purchaser's beneficiary or personal
representative, as the case may be, shall deliver any additional documents of
transfer that the Corporation may request to confirm the transfer of such
repurchased Shares to the Corporation.

         If the Purchaser (or any permitted transferee who is an employee of the
Company) ceases to be an employee of the Company and holds Shares as to which
the Corporation's Repurchase Right has been exercised, the Purchaser shall be
entitled to the value of such Shares in accordance with the foregoing provisions
of this Section 5, but (unless otherwise required by law) shall no longer be
entitled to participation in the Corporation or other rights as a shareholder
with respect to the Shares subject to the repurchase. To the maximum extent
permitted by law, the Purchaser's rights following the exercise of the
Repurchase Right shall, with respect to the repurchase and the Shares covered
thereby, be solely the rights that he or she has as a general creditor of the
Corporation to receive payment of the amount specified above in this Section 5.

         The Repurchase Right is in addition to, and not in lieu of, any right
that the Corporation may have under the Option Agreement or the Plan.
Notwithstanding anything to the contrary, the Corporation may assign any or all
of its rights under this Section 5 to one or more stockholders of the
Corporation.

         6. Limitation on Disposition and Other Restrictions. The Shares and any
Restricted Property in respect of the Shares may not be sold, assigned,
transferred, pledged or otherwise disposed of, alienated or encumbered, either
voluntarily or involuntarily, other than to the Corporation, until the time that
the Shares (and related Restricted Property) become vested in accordance with
Section 2.

         7. Plan and Option Agreement. The Purchaser acknowledges receipt of a
copy of all documents referenced herein and acknowledges reading and
understanding these documents and having an opportunity to ask any questions
that he/she may have had about them.

         The Company has made and makes no representation regarding the
advisability of, or regarding the tax, financial and other consequences of, an
election to purchase the Shares prior to the time(s) that they have become
vested under the Option Agreement. The Purchaser has

                                      C-4

<PAGE>

and will rely upon the advice of his/her own legal counsel, tax advisors, and/or
investment advisors with respect to (1) this purchase and (2) the advisability
of and procedures for making an election under Section 83(b) of the Internal
Revenue Code of 1986, as amended, with respect to this purchase and the risks,
potential benefits, and consequences of such an election. The Purchaser is not
relying on any representations or statements made by the Company or any of its
agents. The Purchaser acknowledges that, under applicable law, if he or she
decides to make an election under Section 83(b) of the Code with respect to this
purchase, such election must be made within 30 days of the date of this
purchase.

"PURCHASER"                           ACCEPTED BY:
                                      RED ROBIN GOURMET BURGERS, Inc.
/s/ James P. McCloskey
---------------------------------
Signature                             By: /s/ Michael J. Snyder
                                          ------------------------------------
                                           Michael J. Snyder
James P. McCloskey                    Its: Chief Executive Officer & President
----------------------------------        ------------------------------------
Print Name

April 25, 2002
---------------------------------
Date

                                      C-5

<PAGE>

                             SECURED PROMISSORY NOTE
                             -----------------------

$250,000.00                                            April 25, 2002
                                                       Greenwood Village, CO

         FOR VALUE RECEIVED, the undersigned James P. McCloskey ("Maker"),
promises to pay to the order of RED ROBIN GOURMET BURGERS, INC., a Delaware
corporation ("Holder"), which term shall include any subsequent holder of this
Note, at 5575 DTC Parkway, Suite 110, Greenwood Village, Colorado 80111 (or at
such other place as Holder shall designate in writing) in lawful money of the
United States of America, the principal sum of Two Hundred Fifty Thousand
Dollars ($250,000.00), with interest thereon commencing as of the date first
written above at the rate (the "Interest Rate") described below.

         1.   Interest Rate.  The Interest Rate shall be equal to 100% of the
long-term Applicable Federal Rate, for annual compounding, announced by the
Internal Revenue Service and in effect on the date first set forth above. The
parties agree that such rate is 4.65% for purposes of this Note. Interest shall
be compounded annually.

         2.   Outstanding Principal Balance.  All references to the "Outstanding
Principal Balance" shall mean the sum of Two Hundred Fifty Thousand Dollars
($250,000.00), less any principal repaid.

         3.   Payments. The principal balance of Two Hundred Fifty Thousand
Dollars ($250,000.00) shall be due and payable in full on the "Due Date." The
Due Date shall be the first to occur of (1) January 29, 2012 or (2) the first
date that the Maker is no longer employed by the Holder (or a subsidiary of the
Holder). On the Due Date, the accrued interest on this Note shall also be due
and payable.

         4.   Application of Payments. All payments on this Note shall be
applied first to the payment of accrued and unpaid interest, and then to the
reduction of the Outstanding Principal Balance.

         5.   Prepayment Right. Maker shall have the right to prepay at any
time, in whole or in part, the Outstanding Principal Balance of this Note,
without premium or penalty.

         6.   Events of Default.  Time is of the essence hereof. Upon the
occurrence of any of the following events (the "Events of Default"):

              (a)  Failure of Maker to pay any portion of the Outstanding
Principal Balance or any portion of the accrued interest thereon when due;

              (b)  Default by Maker in the performance of any other obligation
of Maker under this Note; or

              (c)  Default by Maker in the performance of any obligation under
that certain Option Exercise Agreement (the "Option Exercise Agreement") of even
date herewith between Maker and Holder, under that certain Pledge Agreement of
even date herewith between Maker

                                      D-1

<PAGE>

and Holder, or under any other document delivered by Maker in connection with
the Option Exercise Agreement;

then if Maker does not fully cure any Event of Default within five (5) days of
the date written notice is given by Holder to Maker (at Maker's address set
forth below his signature), payment of the entire Outstanding Principal Balance
and accrued interest on this Note shall, at the option of Holder, be accelerated
and shall be immediately due and payable without notice or demand. In such
event, Holder shall have the right, in addition to all other rights and remedies
hereunder or under any other document, to foreclose or to require foreclosure of
any or all liens securing the payment hereof.

         7. Default Rate. In the event that Maker fails to pay any portion of
the Outstanding Principal Balance or any portion of the accrued interest thereon
when due, the amount past due and unpaid shall bear interest at an annual rate
(the "Default Rate") equal to the greater of: (i) the Interest Rate; or (ii) the
lesser of (a) twelve percent (12%) per annum or (b) the rate established by the
Federal Reserve Bank of San Francisco on advances to member banks under Sections
13 and 13(a) of the Federal Reserve Act in effect on the twenty-fifth (25th) day
of the month immediately preceding the date of this Note plus five percent (5%)
per annum or (c) the maximum rate that may be charged under applicable law;
computed from the Due Date on which said amount was due and payable until paid.
The charging or collecting of interest at the Default Rate shall not limit any
of Holder's other rights or remedies under this Note.

         8. Governing Law. Maker, and each endorser and cosigner of this Note,
acknowledges and agrees that this Note is made and is intended to be paid and
performed in the State of Colorado and the provisions hereof will be construed
in accordance with the laws of the State of Colorado and, to the extent that
federal law may preempt the applicability of state laws, federal law. Maker, and
each endorser and cosigner of this Note further agree that upon the occurrence
of a default, this Note may be enforced in any court of competent jurisdiction
in the State of Colorado, and they do hereby submit to the jurisdiction of such
courts regardless of their residence.

         9. Remedies Cumulative; Waiver. The remedies of Holder as provided
herein shall be cumulative and concurrent, and may be pursued singularly,
successively or together, in the sole discretion of Holder, and may be exercised
as often as occasion therefor shall arise. No act of omission or commission of
Holder, including specifically any failure to exercise any right, remedy or
recourse, shall be deemed to be a waiver or release of the same; such waiver or
release to be affected only through a written document executed by Holder and
then only to the extent specifically recited therein. Without limiting the
generality of the preceding sentence, acceptance by Holder of any payment with
knowledge of the occurrence of a default by Maker shall not be deemed a waiver
of such default, and acceptance by Holder of any payment in an amount less than
the amount then due hereunder shall be an acceptance on account only and shall
not in any way affect the existence of a default hereunder. A waiver or release
with reference to any one event shall not be construed as continuing, as a bar
to, or as a waiver or release of, any subsequent right, remedy or recourse as to
a subsequent event.

                                      D-2

<PAGE>

         10.   Purpose of Loan.  Maker certifies that the loan evidenced by this
Note is obtained for business or commercial purposes and that the proceeds
thereof shall not be used for personal, family, household or agricultural
purposes.

         11.   Miscellaneous Provisions.

              (a)  Maker, and each endorser and cosigner of this Note
expressly grants to Holder the right to release or to agree not to sue any other
person, or to suspend the right to enforce this Note against such other person
or to otherwise discharge such person; and Maker, and each endorser and cosigner
agrees that the exercise of such rights by Holder will have no effect on the
liability of any other person, primarily or secondarily liable hereunder. Maker,
and each endorser and cosigner of this Note waives, to the fullest extent
permitted by law, demand for payment, presentment for payment, protest, notice
of protest, notice of dishonor, notice of nonpayment, notice of acceleration of
maturity, diligence in taking any action to collect sums owing hereunder, any
duty or obligation of Holder to effect, protect, perfect, retain or enforce any
security for the payment of this Note or to proceed against any collateral
before otherwise enforcing this Note, and the right to plead as a defense to the
payment hereof any statute of limitations.

              (b)  This Note shall be paid when due without deduction or setoff
of any kind or nature whatsoever.

              (c)  Maker agrees to reimburse Holder for all costs, including,
without limitation, reasonable attorneys' fees, incurred to collect this Note if
this Note is not paid when due, including, but not limited to, attorneys' fees
incurred in connection with any bankruptcy proceedings instituted by or against
Maker (including relief from stay litigation).

              (d)  If any provision hereof is for any reason and to any extent,
invalid or unenforceable, then neither the remainder of the document in which
such provision is contained, nor the application of the provision to other
persons, entities or circumstances shall be affected thereby, but instead shall
be enforceable to the maximum extent permitted by law.

              (e)  This Note shall be a joint and several obligation of Maker,
and of all endorsers and cosigners hereof and shall be binding upon them and
their respective heirs, personal representatives, successors and assigns.

              (f)  Maker may modify this Note in any manner that does not
materially and adversely affect Holder. Except as provided in the preceding
sentence, this Note may not be modified or amended orally, but only by a
modification or amendment in writing signed by Holder and Maker.

              (g)  Notwithstanding anything in the Option Exercise Agreement to
the contrary, if any amount becomes due or payable from the Holder to the Maker
under the Option Exercise Agreement (in connection with the Holder's repurchase
of shares or otherwise), the Holder may, in its sole discretion and in lieu of
making such payment to the Maker, treat such amount as a payment of the Maker
against the interest and/or principal on this Note.

                                      D-3

<PAGE>

              (h)  When the context and construction so require, all words used
in the singular herein shall be deemed to have been used in the plural and the
masculine shall include the feminine and neuter and vice versa. The word
"person" as used herein shall include any individual, company, firm,
association, partnership, corporation, trust or other legal entity of any kind
whatsoever.

              (i)  The headings of the paragraphs and sections of this Note are
for convenience of reference only, are not to be considered a part hereof and
shall not limit to otherwise affect any of the terms hereof.

              (j)  In the event that at any time any payment received by Holder
hereunder shall be deemed by final order of a court of competent jurisdiction to
have been a voidable preference or fraudulent conveyance under the bankruptcy or
insolvency laws of the United States, or shall otherwise be deemed to be due to
any party other than Holder, then, in any such event, the obligation to make
such payment shall survive any cancellation of this Note and/or return thereof
to Maker and shall not be discharged or satisfied by any prior payment thereof
and/or cancellation of this Note, but shall remain a valid and binding
obligation enforceable in accordance with the terms and provisions hereof, and
the amount of such payment shall bear interest at the Default Rate from the date
of such final order until repaid hereunder.

         12.  Security.  This Note is secured by a pledge of certain personal
property of Maker as described more fully in that certain Pledge Agreement
executed by Maker and Holder concurrently herewith.

         IN WITNESS WHEREOF, Maker has executed this Promissory Note as of the
day and year first above written.

                                       "MAKER"


                                       /s/ James P. McCloskey
                                       -------------------------------------
                                       Signature

                                       James P. McCloskey
                                       -------------------------------------
                                       Print Name

                                       5235 South Logan Circle
                                       -------------------------------------
                                       Address

                                       Greenwood Village, CO  80121
                                       -------------------------------------
                                       City, State, Zip Code

                                      D-4

<PAGE>

                                PLEDGE AGREEMENT
                                ----------------

         THIS PLEDGE AGREEMENT ("Agreement") is made and entered into this 25th
day of April, 2002, between RED ROBIN GOURMET BURGERS, INC., a Delaware
corporation ("Secured Party"), and James P. McCloskey ("Debtor").

                                    RECITALS
                                    --------

         A.  Concurrently herewith, Debtor has executed a certain Secured
Promissory Note (the "Purchase Note") in the stated principal amount of Two
Hundred Fifty Thousand Dollars ($250,000.00) in favor of Secured Party.

         B.  The indebtedness of Debtor to Secured Party under the Purchase Note
is hereinafter referred to as the "Indebtedness."

         C.  It is the purpose and intent of the parties hereto to secure the
payment by Debtor to Secured Party of the Indebtedness by a pledge of certain
collateral, according to the terms and conditions set forth herein.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and conditions set forth herein, the parties agree as follows:

         1.  Debtor hereby grants to Secured Party a security interest in and to
100,000 shares of the Common Stock, par value $0.001 per share, of Red Robin
Gourmet Burgers, Inc. which are evidenced by Share Certificate No. 205
("Collateral") and does hereby deliver to and deposit the Collateral with the
Board of Directors of Secured Party, together with a stock power duly executed
in blank.

         During the term hereof, and subject to the provisions of this
Agreement, Secured Party shall hold and retain the Collateral, for the purpose
of perfecting the security interest herein granted to Secured Party, and for the
purpose of carrying out the provisions of this Agreement.

         2.  The Collateral shall secure the payment of the Indebtedness.

         3.  Debtor warrants that Debtor is the sole lawful owner of the
Collateral and that there is no lien or charge against, or encumbrance or
security interest in, or adverse claim to, the Collateral, or any portion
thereof, other than the security interest created pursuant to this Agreement and
the Secured Party's rights pursuant to an Option Exercise Agreement of even date
herewith between the Secured Party and Debtor. So long as there is any
Indebtedness whatsoever owing to Secured Party, Debtor agrees to keep the
Collateral free and dear of any and all liens, encumbrances, security interests
(other than the security interest of Secured Party), adverse claims or
interests.

         4.  Any and all cash dividends and cash distributions during the term
of this Agreement which derive from the Collateral shall be retained by Secured
Party and treated as a prepayment by Debtor against the Indebtedness. In the
event that Secured Party cannot or does not (for any reason) retain such cash
dividends or cash distributions, Debtor shall promptly remit

                                      E-1

<PAGE>

the amount of such dividends and distributions in cash to Secured Party to be
treated as a prepayment by Debtor against the Indebtedness. As long as Debtor is
not in default hereunder, Debtor shall retain all voting rights associated with
the Collateral. After the occurrence of a default hereunder, Secured Party shall
have all voting rights associated with the Collateral. Any securities or other
property which are derived from Collateral during the term of this Agreement
which (as a result of any non-cash dividend or other distribution of such
securities or other property, conversion or exchange of or with respect to the
Collateral) shall, regardless of whether Debtor is in default hereunder, be held
by Secured Party as additional Collateral.

         5.   Debtor shall be in default under this Agreement upon the happening
of any of the following events:

              (a) Debtor fails to pay any portion of the Indebtedness when due,
or commits a default under the Purchase Note, subject to any applicable grace or
cure periods set forth therein.

              (b) Debtor fails to perform any other agreement or covenant under
this Agreement within any applicable notice and/or "grace" periods specified
herein, provided that if no notice or grace period is herein specified, Debtor
shall have ten (10) days after notice thereof has been given within which to
cure any such default;

              (c) All or any portion of the Collateral is seized or levied upon
by writ of attachment, garnishment, execution or otherwise, and such seizure or
levy is not released within thirty (30) days thereafter;

              (d) Debtor executes a general assignment for the benefit of his
creditors, convenes any meeting of his creditors, becomes insolvent, admits in
writing his insolvency or inability to pay his debts, or is unable to pay or is
generally not paying his debts as they become due;

              (e) A receiver, trustee, custodian or agent is appointed to take
possession of all or any portion of the Collateral or all or any substantial
portion of Debtor's assets;

              (f) Any case or proceeding is voluntarily commenced by Debtor
under any provision of the federal Bankruptcy Code or any other federal or state
law relating to debtor rehabilitation, insolvency, bankruptcy, liquidation or
reorganization, or any such case or proceeding is involuntarily commenced
against Debtor and not dismissed within thirty (30) days thereafter;

              (g) Any representation made by Debtor in this Agreement shall have
been untrue or incorrect in any material respect when made.

              Upon such default, Secured Party may, at its option, declare all
Indebtedness to be immediately due and payable. Additionally, Secured Party
shall have the rights and remedies set forth in Paragraph 6 below.

                                      E-4

<PAGE>

         6. Should Debtor default under this Agreement, Secured Party shall have
all the rights and remedies afforded a secured party under Article 9 of the
Uniform Commercial Code of Colorado and may, in connection therewith, also:

            (a) Require Debtor to assemble the Collateral and make its
possession available to Secured Party at a place designated by Secured Party
that is reasonably convenient to both Debtor, and Secured Party; or

            (b) Sell, lease or otherwise dispose of the Collateral at public or
private sale, in one or more sales, as a unit or in parcels, and at such time
and place and on such terms as Secured Party may determine. Secured Party may be
the purchaser of any or all of the Collateral at any public or private sale. If,
at any time when Secured Party shall determine to exercise its right to sell all
or any part of the Collateral and such Collateral, or the part thereof to be
sold, it has been advised by legal counsel that the Collateral is subject to the
Securities Act of 1933 as amended or any state securities laws, Secured Party in
its sole and absolute discretion, is hereby expressly authorized to sell such
Collateral, or any part thereof, subject to obtaining all required regulatory
approvals, by private sale in such manner and under such circumstances as
Secured Party may deem necessary or advisable in order that such sale may be
effected legally without registration or qualification under applicable
securities laws. Without limiting the generality of the foregoing, Secured
Party, in its sole and absolute discretion, may approach and negotiate with a
restricted number of potential purchasers to effect such sale or restrict such
sale to a purchaser or purchaser who will represent and agree that such
purchaser or purchasers are purchasing for his or their own account, for
investment only, and not with a view to the distribution or sale of such
Collateral or any part thereof. Any such sale shall be deemed to be a sale made
in a commercially reasonable manner within the meaning of the Uniform Commercial
Code of the State of Colorado and Debtor hereby consents and agrees that Secured
Party shall incur no responsibility or liability for selling all or any part of
the Collateral at a price which is not unreasonably low, notwithstanding the
possibility that a higher price might be realized if the sale were public. Any
public sale of any or all of the Collateral may be postponed from time to time
by public announcement at the time and place last scheduled for the sale.
Without limiting the generality of this Section 6, it shall conclusively be
deemed to be commercially reasonable for Secured Party to direct any prospective
purchaser of any or all of the Collateral to Debtor to ascertain all information
concerning the status of Red Robin Gourmet Burgers, Inc. Secured Party's
disposition of any or all of the Collateral in any manner which differs from the
procedures specified in this Section 6 shall not be deemed to be commercially
unreasonable; or

            (c) Propose to accept the Collateral after giving notice of such
proposal to Debtor and to any other person with a security interest in the
Collateral as required by and in accordance with Sections 4-9-620 and 4-9-621 of
the Uniform Commercial Code of Colorado, or any applicable successor statute.
Such acceptance shall discharge the obligation of Debtor with respect to the
Indebtedness in accordance with Section 4-9-622 of the Uniform Commercial Code
of Colorado, or any applicable successor statute, provided that neither Debtor
nor any other person with a security interest in the Collateral objects in
writing to such proposal within twenty (20) days after receipt of such notice.

                                      E-4

<PAGE>

              The proceeds of any sale, lease or other disposition of the
Collateral shall be applied in the manner and priority set forth in Section
4-9-615 of the Uniform Commercial Code of Colorado, or any applicable successor
statute.

         7.   In the event that legal action is instituted by either party to
enforce his or its rights under this Agreement or any obligation secured hereby,
the prevailing party in such action shall be entitled to recover from the losing
party his or its reasonable attorneys' fees as determined by the Court.

         8.   Debtor waives any right to require the Secured Party to:

              (a)   Proceed against any person;

              (b)   Proceed against or exhaust any Collateral; or

              (c)   Pursue any other remedy in Secured Party's power.

              Debtor further authorizes the Secured Party, without notice or
demand and without affecting its liability hereunder or on the Indebtedness,
from time to time to:

              (d) Amend or modify the terms of the Purchase Note (with Debtor's
consent to the extent required by the Purchase Note), including, but not limited
to, any such amendment or modification which affects the Indebtedness.

              (e) Take and hold security, other than the Collateral herein
described, for the payment of the Indebtedness or any part thereof, and
exchange, enforce, waive, and release the Collateral herein described or any
part thereof or any such other security.

              (f) Apply such Collateral or other security and direct the order
or manner of sale thereof as Secured Party in its discretion may determine.

         9.   (a) On the last business day of each fiscal quarter of Secured
Party, Secured Party shall determine the value of the Collateral. The value of a
share of any security means the daily closing price of such security on the
NASDAQ National Market System (or other principal exchange on which shares of
such security is listed or approved for trading) on such day or the most recent
day on which such security traded if it did not trade on such last business day
of the fiscal quarter. The daily closing price shall be the closing price, if
reported, or, if the closing price is not reported, the average of the closing
"bid" and "asked" prices as reported by NASDAQ (or other principal exchange). If
the daily closing price per share of such security is determined during a period
following the declaration of a dividend, distribution, recapitalization,
reclassification or similar transaction, then the value shall be properly
adjusted to take into account ex-dividend trading. In the event that a security
is not traded on a national securities exchange, the Board of Directors of
Secured Party shall determine the value of the security in good faith and such
determination shall be final and conclusive on all parties.

              (b) If the value of the Collateral shall be less than the
outstanding principal and accrued interest under the Purchase Note, then Secured
Party may require Debtor to repay so much of the accrued interest as may be
required to cause the value of the Collateral to equal the

                                      E-4

<PAGE>

balance of the principal and accrued interest under the Purchase Note. If
repaying some or all of the accrued interest does not reduce the amount
remaining under the Purchase Note to the value of the Collateral, then Debtor
shall also repay so much of the principal as may be necessary to cause the
balance remaining under the Purchase Note to equal the value of the Collateral.
Any amounts demanded by Secured Party pursuant to this Section 9 shall be due
within 30 days following Debtor's receipt of Secured Party's written demand
therefor.

         10. Neither the acceptance of any partial or delinquent payment by
Secured Party nor Secured Party's failure to exercise any of its rights or
remedies on default by Debtor shall be a waiver of the default, a modification
of this Agreement or Debtor's obligations under this Agreement, or a waiver of
any subsequent default by Debtor.

         11. All notices required or permitted to be given pursuant to this
Agreement shall be in writing, and shall be delivered either personally, by
overnight delivery service or by U.S. certified or registered mail, postage
prepaid, return-receipt requested and addressed, if to the Secured Party to the
attention of the Chairman of the Board of Directors of Secured Party, with a
copy to the attention of the General Counsel at its principal executive offices,
or if to the Debtor to the Debtor's address as it appears below his signature
hereto. The parties may change their addresses by giving notice of such change
in accordance with this section. Notices sent by overnight delivery service
shall be deemed received on the business day following the date of deposit with
the delivery service. Mailed notices shall be deemed received upon the earlier
of the date of delivery shown on the return-receipt, or the second business day
after the date of mailing.

         12. Time is hereby expressly declared to be of the essence of this
Agreement.

         13. This Agreement and each of its provisions shall be binding on the
heirs, executors, administrators, successors, and assigns of each of the parties
hereto. Nothing contained in this paragraph, however, shall be deemed a consent
to the sale, assignment, or transfer of the Collateral by Debtor.

         14. This Agreement is made and entered into and shall be interpreted in
accordance with the laws of the State of Colorado. Any action concerning this
Agreement shall be commenced in a court of competent jurisdiction in Denver
County, State of Colorado.

         15. Upon payment in full of the portion of the Indebtedness evidenced
by the Purchase Note, this Agreement shall terminate and be of no further force
or effect and Secured Party shall immediately deliver to Debtor the Collateral
and the stock powers.

         16. Secured Party shall not be responsible for any damage or loss to
the Collateral, or any part thereof, arising from act of God, flood, fire, or
any other cause beyond the reasonable control of Secured Party.

         17. Secured Party shall not be liable to either party or to anyone else
for actions taken (or omissions to act) which are within the scope of the
authority of Secured Party under this Agreement, provided that such actions (or
omissions to act) do not constitute bad faith, gross negligence or willful
misconduct.

                                      E-4

<PAGE>

         18. Secured Party shall not be responsible in any manner whatsoever for
any failure or inability of any of the parties hereto, or of anyone else, to
perform or comply with the provisions of this Agreement, nor for the genuineness
or accuracy of any notice received by Secured Party from any of the parties
hereto.

         19. Upon the request of Secured Party, from time to time, Debtor agrees
to execute, acknowledge and deliver, or cause to be executed, acknowledged and
delivered, all such additional instruments, and agrees to perform any and all
acts reasonably required to carry into effect the provisions and intent of this
Agreement.

         20. In the event that the Collateral consists of securities traded on
the NASDAQ National Market System or other national securities exchange and
Debtor would (but for the restrictions on the Collateral imposed by this
Agreement) be able to sell all or a portion of such Collateral on such system or
exchange in compliance with all applicable law and in compliance with all other
agreements to which Debtor is a party or otherwise bound, then Debtor may
petition Secured Party to release, and Secured Party shall release, such portion
of the Collateral consisting of such publicly-traded shares as Debtor may
request in writing; provided (1) that the released portion of the Collateral
shall be delivered only to a nationally-recognized broker identified by and for
the account of Debtor, (2) that Debtor shall have previously given irrevocable
written instructions to such broker (with a copy to Secured Party) to promptly
sell such portion of the Collateral upon receipt by broker and promptly deliver
to Secured Party (to be treated by Secured Party as a partial prepayment of the
Indebtedness) a portion of the gross proceeds from such sale (such portion not
to be less than the amount of the then-outstanding Indebtedness multiplied by a
fraction, the numerator of which is the number of shares to be sold and the
denominator of which is the total number of shares of that class composing the
Collateral before the release of such shares from the Collateral). Secured
Party's obligation under the preceding sentence is subject to the further
conditions precedent that (1) Debtor shall provide such written assurances and
representations to Secured Party as Secured Party may reasonably request to
ensure compliance with the conditions of the preceding sentence, and (2) Debtor
furnishes to Secured Party an opinion of counsel reasonably acceptable to
Secured Party that the contemplated sale of all or a specified portion of the
Collateral (at the time and on the terms specified and otherwise consistent with
this Section 20) will be in compliance with all applicable law and in compliance
with all other agreements to which Debtor is a party or otherwise bound.

                  [Remainder of Page Intentionally Left Blank]

                                      E-4

<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written.

"DEBTOR"                                "SECURED PARTY"

                                        RED ROBIN GOURMET BURGERS, INC.
                                        a Delaware corporation
/s/ James P. McCloskey
------------------------------------
Signature

James P. McCloskey                      By: /s/ Michael J. Snyder
------------------------------------       -------------------------------------
Print Name                                   Michael J. Snyder


5235 South Logan Circle                 Its: Chief Executive Officer & President
------------------------------------         -----------------------------------
Address

Greenwood Village, CO  80104
------------------------------------
City, State, Zip Code

                                      E-4

<PAGE>

                                  STOCK POWER*

         For value received, James P. McCloskey (the Debtor identified in the
related Pledge Agreement), hereby sells, assigns and transfers to
___________________________, an aggregate _______ shares of Common Stock, par
value $0.001 per share, of Red Robin Gourmet Burgers, Inc., a Delaware
corporation (the "Corporation"), represented by stock certificate number(s)
________________ to which this instrument is attached, and hereby irrevocably
constitutes and appoints the Secretary of the Corporation as his/her attorney in
fact and agent to transfer such shares on the books of the Corporation with full
power of substitution in the premises.

Dated:  _______________



                                         /s/ James P. McCloskey
                                         ---------------------------------------
                                         Signature

                                         James P. McCloskey
                                         ---------------------------------------
                                         Print Name

________________

* Instructions: Please do not fill in any blanks other than the signature line.
The purpose of this assignment is to enable the Corporation to exercise its
repurchase right set forth in the related Option Exercise Agreement and/or its
rights under the Pledge Agreement without requiring additional signatures from
the Debtor.

                                      F-1

<PAGE>

                                IRREVOCABLE PROXY
                                -----------------

                                SECTION 1 - PROXY

         The undersigned, the owner of 100,000 shares of restricted Common
Stock, par value $0.001 per share, of Red Robin Gourmet Burgers, Inc., a
Delaware corporation (the "Corporation"), hereby appoints the Board of Directors
of the Corporation to be proxy agent ("Proxy Agent") for the undersigned, with
full power of substitution, with respect to all of such shares of Common Stock
of the Corporation ("Proxy Shares").

         The Proxy Agent is authorized to vote all of the Proxy Shares on any
matter submitted to a vote of stockholders of the Corporation at any
stockholders meeting held on or after the date of this Proxy and prior to the
termination of this Proxy.

         The Proxy Agent is further authorized to execute documents on behalf of
the undersigned with respect to the Proxy Shares consenting to the taking of any
action to be taken by the stockholders of the Corporation without a meeting and
to exercise any and all other rights of a stockholder of the Corporation on or
after the date of this Proxy and prior to the termination of this Proxy.

         Notwithstanding anything herein to the contrary, this Proxy may only be
exercised by Proxy Agent if the undersigned defaults (beyond any applicable
notice and/or grace or cure period) under that certain Secured Promissory Note
of even date herewith in the stated principal amount of Two Hundred Fifty
Thousand Dollars ($250,000) (the "Purchase Note") executed by the undersigned in
favor of the Corporation, under that certain Pledge Agreement of even date
herewith executed by the Corporation and the undersigned, or under that certain
Option Exercise Agreement of even date herewith executed by the Corporation and
the undersigned.

                         SECTION 2 - OUTSTANDING PROXIES

         This Proxy revokes all proxies previously given by the undersigned to
vote any of the Proxy Shares to any other person or entity.

                           SECTION 3 - IRREVOCABILITY

         This Proxy is coupled with an interest and is irrevocable.

                             SECTION 4 - TERMINATION

         This Proxy shall terminate upon the payment in full of the Purchase
Note.

                               SECTION 5 - LEGEND

         The undersigned agrees to immediately place a legend on the share
certificates evidencing the Proxy Shares which reflects the existence of this
Proxy.

                                      G-1

<PAGE>

Dated:  April 25, 2002


                                            Signature: /s/ James P. McCloskey
                                                      --------------------------


                                            Print Name: James P. McCloskey
                                                       -------------------------




STATE OF COLORADO          )
                           )        ss.
COUNTY OF ARAPAHOE         )

         On April 25, 2002, before me, Kyle L. WhiteJohnson, Notary Public,
personally appeared James P. McCloskey, personally known to me/proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to
the within instrument and acknowledged to me that he/she executed the same in
his/her authorized capacity, and that by his/her signature on the instrument the
person executed the instrument.

         WITNESS my hand and official seal.

                                            /s/ Kyle L. WhiteJohnson
                                            ------------------------------------
                                            NOTARY PUBLIC

[SEAL]

                                      G-2