Exhibit 10.1


 


Red Robin Gourmet Burgers, Inc.

6312 South Fiddlers Green Circle, # 200N

Greenwood Village, CO 80111


 


March 4, 2010


 


Mr. Gregory P. Taxin


Spotlight Advisors, LLC

9 West 57th Street, 26th Floor


New York, NY 
10019


 


Mr. Vincent Darpino


Clinton Group, Inc.


9 West 57th Street, 26th Floor


New York, NY 
10019


 


Dear Mssrs. Taxin and Darpino:


 


This letter constitutes the agreement (the “Agreement”) among
Spotlight Advisors, LLC, a Delaware limited liability company (“Spotlight”)
and Clinton Group, Inc., a Delaware corporation (“Clinton”), on
behalf of themselves and their respective affiliated funds, persons and
entities, both current and future (collectively, the “Investor Group”)
and Red Robin Gourmet Burgers, Inc., a Delaware corporation (the “Company”).


 


WHEREAS, the Company and Investor Group have agreed that it is in their
mutual interests to enter into this Agreement, among other things, to set forth
certain agreements concerning the composition of the board of directors of the
Company (the “Board”) and other corporate governance matters, as
hereinafter described.


 


NOW, THEREFORE, in consideration of the promises and the
representations, warranties and agreements contained herein, and other good and
valuable consideration, the parties hereto mutually agree as follows:


 


1.             As promptly as
practicable following the date of this Agreement (but in no event later than March 8,
2010), the Board shall:


 


(a)           pursuant to the
powers granted to the Board under Article II of the Bylaws of the Company
(the “Bylaws”), increase the size of the Board to eleven and appoint Robert
Aiken (“Aiken”) as a Class I director (the “Class I Director”) and
Lloyd Hill (“Hill”) and Stuart Oran (“Oran”) as Class II directors of the
Company (Hill and Oran together, the “Class II Directors”) to fill the new
directorships so created on the Board and to serve in such capacity from such
date of election through the date of, in the case of the Class I Director,
the Company’s 2012 annual meeting of the shareholders (the “2012 Annual Meeting”)
and in the case of the Class II Directors, the Company’s 2010 annual
meeting of the shareholders (the “2010 Annual Meeting”), and until their
successors are duly elected and qualified.


 

















 


(b)           promptly after their
election as directors and subject to all applicable requirements, the Board
expects to appoint each New Director (as defined below) to serve on the
Nominating and Governance Committee and/or the Compensation Committee, and
those with suitable experience will be considered for service on the Audit
Committee.


 


(c)           identify as promptly
as is reasonably practicable one additional candidate to serve on the Board who
(i) is qualified to serve on the Board under all requirements set forth in
the Bylaws, (ii) is not employed by or otherwise affiliated with the
Company, (iii) otherwise qualifies as “independent” in accordance with Rule 5605(a)(2) of
the NASDAQ Listing Rules and (iv) shall not be an Inside Director or
an Affiliated Outside Director as defined in RiskMetrics Group’s Classification
of Directors-2010, dated November 29, 2009 (such candidate, the “Additional
Director” and together with Aiken, Hill and Oran, the “New Directors” and each
a “New Director”), increase the size of the Board to twelve (assuming such
appointment is in advance of the 2010 Annual Meeting) and appoint the
Additional Director as a Class III director to fill the new directorship
so created on the Board.  Prior to such
appointment, the Company shall reasonably consult with the Investor Group with
regard to the identity and qualifications of the Additional Director.


 


2.             The Company and the
Investor Group agree that the Board and the Nominating and Governance Committee
thereof shall nominate and recommend each of Hill and Oran (other than in the
case of her, his or their inability or refusal to serve), to stand for election
as Class II directors at the 2010 Annual Meeting for terms that expire at
the 2013 annual meeting of shareholders of the Company and until their
successors are duly elected and qualified. The terms of Edward Harvey and Gary
Singer, who have decided not to stand for re-election, shall expire at the 2010
Annual Meeting.  Immediately following
the 2010 Annual Meeting, the Board shall reduce the size of the Board by two;
thereafter, the size of the Board shall be established as set forth in the
Bylaws.


 


3.             The Company shall
publicly support the election to the Board of each of the Class II
Directors at the 2010 Annual Meeting, including, without limitation, soliciting
proxies in favor of their election.


 


4.             Immediately after
the execution of this agreement, the Board shall adopt a resolution (i) approving
the proposed amendment to the Company’s Certificate of Incorporation (the “Company
Charter”) adopting a majority voting standard for the election of directors substantially
in the form set forth in Exhibit A to this Agreement (the “Amendment”), (ii) recommending
to the Company’s stockholders the approval of the Amendment and (iii) directing
that the Amendment be considered at the 2010 Annual Meeting.  The Company shall publicly support the
approval of the Amendment by the stockholders at the 2010 Annual Meeting,
including, without limitation, soliciting proxies in favor of its approval.


 


5.             Consistent with its
fiduciary duties, the Board shall review and modify as necessary its director
compensation practices to ensure that director pay is in line with market
practices and compensation levels for comparable companies.


 


6.             Immediately after
the execution of this agreement, the Board shall adopt a resolution approving an
amendment to the Company’s Amended and Restated 2007 Performance 


 


2

















 


Incentive Plan
(the “Performance Amendment”) that provides for a specific prohibition on
certain actions that may be construed as option repricing, including cash
tender offers for underwater options. 
The Performance Amendment shall not be amended or waived without the
consent of stockholders holding a majority of the then-outstanding shares of Common
Stock.


 


7.             Each member of the
Investor Group shall (a) in the case of all shares of the Company’s Common
Stock (the “Common Stock”) owned of record by it as of the record date for the
2010 Annual Meeting (the “Record Date”), and (b) in the case of all shares
of the Common Stock beneficially owned by any member of the Investor Group as
of the Record Date (whether held in street name or by some other arrangement),
instruct the record holder to: in each case at the 2010 Annual Meeting, (i) publicly
support and vote for the election of each of the Class II Directors; (ii) vote
to abstain or against any shareholder nominations for director or shareholder
proposals (whether made pursuant to Rule 14a-8 or Rule 14a-4 under
the Securities Exchange Act of 1934, as amended (the “Exchange Act,” and such
proposals, “Shareholder Proposals”)) which are not approved and recommended by
the Board, (iii) publicly support and vote for the ratification of the
Amendment, and (iv) publicly support and vote for ratification of Deloitte &
Touche as the Company’s auditors for the 2010 fiscal year.


 


8.             Pursuant to the
powers granted to the Board under Article III of the Bylaws, no later than
March 8, 2010, the Board shall form a committee responsible for
identifying, interviewing, negotiating with and recommending for hire a new
Chief Executive Officer (“New CEO”) for the Company (the “Succession Committee”).
The Succession Committee shall serve at the direction of the Board, and the
full Board shall be responsible for the final decision with respect to the
hiring of, and the terms of employment of, the New CEO. The Succession
Committee’s members shall be Pattye Moore and Mssrs. Hill, Oran, and
Aiken.  The Company and the Board shall
not disband the Succession Committee prior to the hiring of a New CEO.  The Company and Board shall provide the
resources reasonably requested by the Succession Committee, including money to
hire outside advisors and executive search consultants, and reasonable access
to Company property and personnel for conducting its responsibilities. The Board
shall not change the composition or size of the Succession Committee without
the approval of a majority of the then-serving members of the Succession
Committee.  If a New CEO is not
identified and publicly announced by December 31, 2010, the Succession
Committee shall provide shareholders of the Company with a report (the “Report”)
on the status of the CEO search; the Report shall be updated quarterly
thereafter until a New CEO has been named.


 


9.             Except as otherwise
set forth in this Agreement, including the Investor Group’s agreement to
support the Company’s nominees and proposals described in this Agreement, from
the date of this Agreement until the earlier of (i) December 31, 2010
or (ii) the Anniversary Date (as defined below) (the “Standstill Period”), no
member of the Investor Group shall:


 


(a)           make, or in any way
participate, directly or indirectly, in any “solicitation” (as such term is
used in the proxy rules of the Securities and Exchange Commission (the “SEC”))
of proxies or consents, conduct or suggest any binding or nonbinding referendum
or resolution or seek to advise, encourage or influence any individual,
partnership, corporation, limited liability company, group, association or
entity (collectively, a “Person”) with respect to the voting of any of the
Common Stock;


 


3

















 


(b)           initiate, propose or
otherwise “solicit” (as such term is used in the proxy rules of the SEC)
shareholders of the Company for the approval of shareholder proposals, as amended,
or otherwise, or cause or encourage any person to initiate any such shareholder
proposal;


 


(c)           propose or nominate,
or cause or encourage any person to propose or nominate, any candidates to
stand for election to the Board, or seek the removal of any member of the
Board;


 


(d)           form, join or
otherwise participate in a “partnership, limited partnership, syndicate or
other group” within the meaning of Section 13(d)(3) of the Exchange
Act (other than the group already formed between Spotlight and Clinton) with
respect to the Common Stock or deposit any shares of Common Stock in a voting
trust or similar arrangement or subject any shares of Common Stock to any
voting agreement or pooling arrangement, or grant any proxy with respect to any
shares of Common Stock (other than to a designated representative of the
Company pursuant to a proxy statement of the Company);


 


(e)           take any public
action to act alone or in concert with others to control or seek to control, or
to influence or seek to influence, the management, the Board or the policies of
the Company;


 


(f)            seek to call, or to
request the call of, or call a special meeting of the shareholders of the
Company, or make a request for a list of the Company’s shareholders or other
Company records; or


 


(g)           otherwise take, or
solicit, cause or encourage others to take, any action inconsistent with any of
the foregoing.


 


(h)           For the avoidance of
doubt, any actions of the New Directors taken in their capacity as members of
the Board shall not be deemed to violate the foregoing clauses (a) through
(g).


 


(i)            For purposes of
this Agreement, “Anniversary Date” shall mean the date that is sixty (60)
calendar days prior to the first anniversary of the date the Company’s proxy
statement is released to shareholders in connection with the 2010 Annual
Meeting (provided, however, that if the Board takes any action to amend the
Bylaws in such a manner as to increase the time period prior to the Company’s
2011 annual meeting of the stockholders (the “2011 Annual Meeting”) by which a
holder of the Common Stock must provide timely notice to the Company of (A) its
nomination of a person or persons to the Board at the 2011 Annual Meeting or (B) its
proposal to bring business before the 2011 Annual Meeting (clauses (A) and
(B) together “Stockholder Matters”) then the Anniversary Date shall be the
date ten (10) days prior to the date on which a stockholder must give
notice to the Company with respect to any Stockholder Matters for the 2011
Annual Meeting.


 


10.           During the
Standstill Period, no member of the Investor Group shall, and each of them
shall not solicit, cause or encourage others to, make any comments or
statements regarding the Company or its current or former officers, directors
or employees, which are derogatory or 


 


4

















 


detrimental to, or
which disparage, any of the Company or its current or former officers,
directors or employees, provided, however, that nothing in this Agreement to
the contrary shall prohibit the Investor Group from (i) making public
statements (including statements contemplated by Rule 14a-1(1)(2)(iv) under
the Exchange Act), (ii) engaging in discussions with other stockholders or
(iii) soliciting, or encouraging or participating in the solicitation of,
proxies or consents with respect to voting securities of the Company (so long
as such discussions are in compliance with subsection 9(d) hereof) in each
case with respect to any transaction that has been publicly announced by the
Company involving (1) the recapitalization of the Company, (2) an
acquisition, disposition or sale of assets or a business by the Company where
the consideration to be received or paid in such transaction requires approval
by the holders of the Common Stock or (3) a change of control of the Company.
During the Standstill Period, neither the Company nor any of its officers or
directors shall, nor shall any of them solicit, cause or encourage others to,
make any comments or statements regarding the Investor Group or any of their
respective partners, officers, directors or employees, which are derogatory or
detrimental to, or which disparage, any of them.  The foregoing shall not apply to compelled
testimony, either by legal process, subpoena or otherwise, or to communications
that are required by an applicable fiduciary or legal obligation and are
subject to contractual provisions providing for confidential disclosure.


 


11.           The Company shall
issue a press release substantially in the form attached hereto as Exhibit B
(the “Press Release”) as soon as practicable on or after the date hereof, but
in no event later than March 8, 2010 and the Company shall file a
corresponding Form 8-K that includes both the Press Release and this
Agreement.  As soon as practicable on or
after the date hereof, but in no event later than March 8, 2010, the
Investor Group shall file a corresponding amendment on its Schedule 13D.  Neither the Company nor the Investor Group
shall make any public announcement or statement that is inconsistent with or
contrary to the statements made in the Press Release, except as required by law
or the rules of any stock exchange or with the prior written consent of
the other party.  Each member of the
Investor Group represents and warrants to the Company that it is unaware of any
fact or circumstance that would require them to make any such disclosure.


 


12.           The Company and the
Investor Group each acknowledge and agree that (a) a breach or a
threatened breach by either party may give rise to irreparable injury
inadequately compensable in damages and accordingly each party shall be
entitled to injunctive relief, without proof of actual damages, to prevent a
breach or threatened breach of the provisions hereof and to enforce
specifically the terms and provisions hereof in any state or federal court
having jurisdiction, (b) neither party shall plead in defense for any such
relief that there would be an adequate remedy at law, (c) any applicable
right or requirement that a bond be posted by either party is waived and (d) such
remedies shall not be the exclusive remedies for a breach of this Agreement,
but will be in addition to all other remedies available at law or in equity.


 


13.           The Investor Group,
for the benefit of the Company and each of the Company’s controlling persons,
officers, directors, stockholders, agents, affiliates, employees, attorneys and
assigns, past and present, in their capacity as such (the Company and each such
person being a “Company Released Person”), hereby forever waives and releases,
and covenants not to sue, any of the Company Released Persons for any and all
claims, causes of action, actions, judgments, 


 


5

















 


liens, debts,
contracts, indebtedness, damages, losses, liabilities, rights, interests and
demands of whatsoever kind or character (other than fraud) (collectively,
Claims”) based on any event, fact, act, omission, or failure to act by the
Company Released Persons, whether known or unknown, occurring or existing prior
to the date hereof; provided, however, this waiver and release and covenant not
to sue shall not include any Claims arising out of or related to any
obligations under, or breach of, this Agreement and does not extend to acts
which are criminal.


 


14.           The Company, for the
benefit of any member of the Investor Group and each of such member’s
controlling persons, officers, directors, stockholders, agents, affiliates,
employees, attorneys and assigns, past and present, in their capacity as such
(each such person being a “Investor Group Released Person”), hereby forever
waives and releases and covenants not to sue, for any Claim based on any event,
fact, act, omission or failure to act by such Investor Group Released Person,
whether known or unknown, occurring or existing prior to the date hereof;
provided, however, this waiver and release and covenant not to sue shall not
include any Claims arising out of or related to any obligations under, or
breach of, this Agreement and does not extend to acts which are criminal.


 


15.           All notices and
other communications under this Agreement shall be in writing and shall be
given (and shall be deemed to have been duly given upon receipt) by delivery in
person or by facsimile, or by Federal Express or registered or certified mail,
postage pre-paid, return receipt requested, as follows:


 


If to the Company:


 


Red
Robin Gourmet Burgers, Inc.

6312 South Fiddlers Green Circle, # 200N

Greenwood Village, CO  80111

Attn:       General Counsel


 


with a copy (which shall not constitute notice) to:


 


Ronald R. Levine, II


Davis Graham & Stubbs LLP


1550 17th Street, Suite 500


Denver, CO  80202


 


If to the Investor Group:


 


Spotlight Advisors, LLC

9 West 57th St., 26th Floor

New York, NY 10019


Attn:       Gregory P. Taxin


 


6

















 


and:


 


Clinton Group, Inc.


9 West 57th St., 26th Floor


New York, NY 10019


Attn:       General Counsel


 


with a copy (which shall not
constitute notice) to:


 


David Rosewater


c/o Schulte Roth &
Zabel LLP


919 Third Avenue


New York, NY 10022


 


16.           This Agreement may
be executed by the signatories hereto in separate counterparts, each of which
when so executed and delivered shall be an original, but all such counterparts
shall together constitute one and the same instrument.


 


17.           This Agreement shall
be governed by and construed in accordance with the laws of the State of
Delaware, without regard to its conflict of laws principles.  The parties hereto consent to personal
jurisdiction and venue in any action to enforce this Agreement in any court of
competent jurisdiction located in Denver, Colorado.


 


18.           This Agreement
constitutes the only agreement between the Investor Group and the Company with
respect to the subject matter hereof and supersedes all prior agreements,
understandings, negotiations and discussions whether oral or written.  This Agreement shall inure to the benefit of
the parties hereto and their respective successors and permitted assigns.  This Agreement may not be assigned by any
party without the express written consent of the other party.  No amendment, modification, supplement or
waiver of any provision of this Agreement may in any event be effective unless
in writing and signed by the party or parties affected thereby.


 


19.           The Company
represents and warrants that (a) the Company has the power and authority
to execute, deliver and carry out the terms and provisions of this Agreement
and to consummate the transactions contemplated hereby, and (b) this
Agreement has been duly and validly authorized, executed and delivered by the
Company, constitutes a valid and binding obligation and agreement of the
Company and is enforceable against the Company in accordance with its terms.


 


20.           Spotlight represents
and warrants that (a) it has the power and authority to execute, deliver
and carry out the terms and provisions of this Agreement and to consummate the
transactions contemplated hereby, and (b) this Agreement has been duly and
validly authorized, executed and delivered by Spotlight, constitutes a valid
and binding obligation and agreement of Spotlight and is enforceable against
Spotlight in accordance with its terms.


 


21.           Clinton represents
and warrants that (a) it has the power and authority to execute, deliver
and carry out the terms and provisions of this Agreement and to consummate the 


 


7

















 


transactions
contemplated hereby, and (b) this Agreement has been duly and validly
authorized, executed and delivered by Clinton, constitutes a valid and binding
obligation and agreement of Clinton and is enforceable against Clinton in
accordance with its terms.


 


22.           The Company shall be
responsible for reimbursing the Investor Group for its reasonable and
documented legal expenses incurred by the Investor Group prior to the date
hereof in connection with the execution and delivery of this Agreement by the
Investor Group and its related prior activities, provided that in no event
shall the Company be required to reimburse the Investor Group an amount more
than $50,000.


 


[signature page follows]


 


8

















 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RED ROBIN GOURMET BURGERS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Annita M. Menogan

  
	
   

  	
   

  	
  Name:  Annita M.
  Menogan

  
	
   

  	
   

  	
  Title:  Senior
  Vice President and Chief Legal Officer

  
	
   

  	
   

  	
   

  
	
  Accepted and agreed
  to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SPOTLIGHT ADVISORS, LLC

  	
   

  	
   

  
	
  on behalf of itself and its affiliates

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Gregory P. Taxin

  	
   

  	
   

  	
   

  
	
   

  	
  Name:  Gregory P. Taxin

  	
   

  	
   

  
	
   

  	
  Title:  Managing Member

  Spotlight Advisors, LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CLINTON GROUP, INC.

  	
   

  	
   

  
	
  on behalf of itself and its affiliates

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Francis A.
  Ruchalski

  	
   

  	
   

  	
   

  
	
   

  	
  Name: Francis A.
  Ruchalski

  	
   

  	
   

  
	
   

  	
  Title:  Chief Financial Officer

  Clinton Group, Inc.

  	
   

  	
   

  
						



 

















 


EXHIBIT A


 


When a quorum is
present at any meeting for the election of directors, a nominee for director
shall be elected by the stockholders at such meeting if the votes cast “for”
such nominee’s election exceed the votes cast “against” (or “withheld” from)
such nominee’s election (with “abstentions” and “broker non-votes” not counted
as a vote either “for” or “against” that director’s election); provided, that
directors shall be elected by a plurality of the votes cast at any meeting of
stockholders for which (i) the secretary of the corporation receives a
notice that a stockholder has nominated a person for election to the Board of
Directors in compliance with the advance notice requirements for stockholder
nominees for director set forth in Article SIXTH, Section C hereof
and (ii) such nomination has not been rejected by the company for any
reason or withdrawn by such stockholder on or before the tenth business day
before the corporation first mails its notice of meeting to the stockholders.
In the event the votes cast “against” (or “withheld” from) the nominee exceed
the votes cast “for” such nominee (with “abstentions” and “broker non-votes”
not counted as a vote either “for” or “against” that director’s election) (a “No
Vote”), the resulting vacancy shall be filled only by a majority vote of the
directors then in office, though less than a quorum (and not by stockholders),
and the directors so chosen shall serve for a term expiring at the annual
meeting of stockholders at which the term of office of the class to which they
have been elected expires or until such director’s successor shall have been
duly elected and qualified.  In no event
shall the Board nominate or elect a person to the Board who has received a No
Vote subsequent to the adoption of this provision.


 

















 


EXHIBIT B


 


Red Robin Appoints Robert Aiken, Lloyd Hill, and
Stuart Oran to the Board of Directors


 


Company Will Seek Shareholder Approval for Majority
Voting Standard for Uncontested Director Elections


 


“Standstill Agreement” Signed with Clinton Group and
Spotlight Advisors


 


Greenwood Village,
Colo. — March 4, 2010 — Red Robin Gourmet Burgers, Inc., (NASDAQ:
RRGB) today announced the appointment of Robert Aiken, Lloyd Hill and Stuart
Oran to its Board of Directors.


 


“As we have previously announced, the Company’s Board of Directors has
been proactively taking steps to enhance governance and has been reviewing new
board member candidates with industry expertise. Today, I’m pleased to welcome
Bob, Lloyd and Stuart to the Board of Directors. Each individual possesses a
significant amount of foodservice experience and I look forward to their future
contributions to Red Robin and the Board of Directors,” said Pattye Moore, Red
Robin’s recently appointed independent Board Chair. “In addition, we are
seeking to add one additional experienced director in the future.”


 


Robert
Aiken is the former President and Chief Executive Officer of U.S. Foodservice, Inc.,
one of the country’s premier
foodservice distributors, with annualized revenue of approximately $20 billion
and an array of services to more than 250,000 customers. Under his
leadership, U.S. Foodservice has developed an integrity-based culture committed
to helping customers win, and promoted industry-leading food safety and quality
assurance standards around the world.  Mr. Aiken joined U.S.
Foodservice in 2004 and held several senior executive positions including
President and Chief Operating Officer and Executive Vice President of
Sales/Marketing and Supply Chain, before being named CEO in 2007. Prior to
joining U.S. Foodservice, Mr. Aiken held numerous executive positions in
the food processing and distribution industry. He began his career as an
attorney. He holds accounting and law degrees from Georgetown University.


 


Lloyd
Hill is the former Chairman and CEO of Applebee’s International, Inc. Mr. Hill
joined Applebee’s in January 1994 and served in numerous executive and
board positions including chief executive officer and chairman of the board
until his retirement in September 2006. Under his leadership, Applebee’s
grew into the largest casual dining concept in the world, with nearly 1,900
restaurants in 49 states and 17 countries. In 2005, Hill was named by
Institutional Investor magazine as one of America’s Best CEOs and as one of the
top-performing CEOs within the restaurant industry. He also was named 2005
Operator of the Year by the operators-readers of Nation’s Restaurant News.
Prior to joining Applebee’s, Hill served in executive positions at Kimberly
Quality Care and Marion Health and Safety. Mr. Hill is on the board of
numerous professional and community organizations.


 

















 


Stuart
Oran is the Managing Member of Roxbury Capital Group LLC, a merchant banking
firm he founded in 2002,  and a
co-founder of Bond Street Holdings LLC, formed to acquire failed banks in
FDIC-assisted transactions. Mr. Oran has served on the Boards of Directors
of a number of public and private companies, including Wendy’s International, Inc.
(WEN), Deerfield Capital Corp. (DFR), and United Air Lines, Inc.
(operating airline subsidiary of UAL Corporation). During his tenure at Wendy’s,
Mr. Oran was an active participant on the Strategic Planning Committee
overseeing development of a new strategic plan, brand reinvigoration, and a new
marketing focus; was actively involved on the Finance Advisory Committee,
overseeing major asset dispositions; and was Chairman of the Franchisee
Relations Committee, established to improve communication with Wendy’s
franchisees. From 1994 to 2002, Mr. Oran held a number of senior executive
positions at UAL Corporation, including Senior Vice President-International,
with responsibility for United’s $6 billion International Division. Prior to
joining UAL, Oran was a corporate partner at the New York law firm of Paul,
Weiss, Rifkind, Wharton & Garrison.


 


The Company will increase the size of the Board to 11 members with the
appointment of Mr. Aiken as a Class I director, and Mr. Hill and
Mr. Oran as Class II directors.   The terms of Edward Harvey and
Gary Singer, who have decided not to stand for re-election, shall expire at the
2010 Annual Meeting.


 


The Company will be proposing that shareholders approve a majority
voting standard for uncontested director elections at the upcoming 2010 annual
meeting.  The Board has also approved an
amendment to the Company’s equity incentive plan to prohibit actions such as
option re-pricings and option cash tender offers, without shareholder approval.


 


The Company also announced that it had reached an agreement with
institutional shareholder Clinton Group, Inc. (“Clinton”) and Spotlight
Advisors, LLC (“Spotlight”) under which, among other things, Clinton and
Spotlight have agreed not to take certain actions during a “standstill” period
that expires on December 31, 2010, or under certain circumstances, such
earlier date as defined under the agreement.


 


“We
appreciate the Board’s swift and thoughtful response to our concerns on behalf
of all shareholders,” said Gregory P. Taxin, Managing Member of Spotlight. “We
believe the changes the Company is announcing today lay the foundation for
future success and growth and for the creation of significant shareholder
value.”


 


About Red Robin Gourmet
Burgers, Inc. (NASDAQ: RRGB)


 


Red Robin Gourmet Burgers, Inc.
(www.redrobin.com), a casual dining restaurant chain founded in 1969 that
operates through its wholly-owned subsidiary, Red Robin International, Inc.,
serves up wholesome, fun, feel-good experiences in a family-friendly
environment.  Red Robin® restaurants are famous for serving more than two
dozen insanely delicious, high-quality gourmet burgers in a variety of recipes
with Bottomless Steak Fries®, as well as salads, soups, appetizers, entrees,
desserts, and signature Mad Mixology® Beverages.  There are more than 430
Red Robin® restaurants located across the United States and Canada, including
company-owned locations and those operating under franchise agreements.