Form of Stock Option Award Agreement



 EXHIBIT 10.22 
  
 FORM OF STOCK OPTION AWARD AGREEMENT 
  
  
 [Ruth’s Chris Steak House, Inc.
Letterhead] 
  
 
                     ,          
  
                                  
                                  
                                  
                                  
  
  

	 	Re:	 	Grant of Stock Option 

  
 Dear
                        : 
  
 Ruth’s Chris Steak House, Inc. (the “Company”) is pleased to advise you that, pursuant to the Company’s 2005 Long-Term Equity
Incentive Plan (the “Plan”), the Committee has granted to you an option (the “Option”) to acquire shares of Common Stock, subject to the terms and conditions set forth herein: 
  
 The Option is intended to be an “incentive stock option” within
the meaning of Section 422 of Internal Revenue the Code of 1986. If the Option does not qualify as such for any reason, then to the extent of such non-qualification, the Option shall be regarded as a non-qualified stock option. 

 
 Any capitalized terms used herein and not defined herein have the meaning
set forth in the Plan. 
  
 1. Option. 
  
 (a) Term. Subject to the terms and conditions set forth herein, the
Company hereby grants to you (or such other persons as permitted by paragraph 5) as of the date hereof (the “Grant Date”) an Option to purchase up to             
shares of Common Stock (the “Option Shares”) at an exercise price per Option Share of $             (the “Exercise Price”), payable upon exercise as set
forth in paragraph 1(b) below. The Option shall expire at the close of business on the tenth anniversary of the date hereof (the “Expiration Date”), subject to earlier expiration as provided under the Plan should your employment or
service with the Company or a Subsidiary terminate. The Exercise Price and the number and kind of shares of Common Stock or other property for which the Option may be exercised shall be subject to adjustment as provided under the Plan. For purposes
of this letter agreement, “Option Shares” mean (i) all shares of Common Stock issued or issuable upon the exercise of the Option and (ii) all shares of Common Stock issued with respect to the Common Stock referred to in
clause (i) above by way of stock dividend or stock split or in connection with any conversion, merger, consolidation or recapitalization or other reorganization affecting the Common Stock. 









 (b) Payment of Option Price. Subject to paragraph 2 below, the Option may be exercised in whole or
in part upon payment of an amount (the “Option Price”) equal to the product of (i) the Exercise Price and (ii) the number of Option Shares to be acquired. Payment of the Option Price shall be made as provided under the
Plan. 
  
 2. Exercisability/Vesting and Expiration.

  
 (a) Normal Vesting. The Option granted hereunder may be
exercised only to the extent it has become vested. The Option shall vest pro rata on a daily basis over the first five years following the Grant Date, and shall become fully vested on the fifth anniversary of the Grant Date. 
  
 (b) Normal Expiration. In no event shall any part of the Option be
exercisable after the Expiration Date. 
  
 (c) Effect on
Vesting and Expiration of Employment Termination. Notwithstanding paragraphs 2(a) and (b) above, the special vesting and expiration rules set forth in the Plan shall apply if your employment or service with the Company or a Subsidiary
terminates prior to the Option becoming fully vested and/or prior to the Expiration Date. 
  
 3. Procedure for Exercise. You may exercise all or any portion of the Option, to the extent it has vested and is outstanding, at any time and from time to time prior to the Expiration Date, by delivering
written notice to the Company in the form attached hereto as Exhibit A, together with payment of the Option Price in accordance with the provisions set forth in the Plan; provided, however, that, except in connection with the
termination of your employment or service with the Company or a Subsidiary, in no event shall any part of the Option be exercisable (a) during the same fiscal quarter of the Company during which any other part of the Option was previously
exercised (b) to the extent that the exercise of such part of the Option be for less than 100 Option Shares. The Option may not be exercised for a fraction of an Option Share. 
  
 4. Withholding of Taxes. 
  
 (a) Participant Election. Unless otherwise determined by the Committee, you may elect to deliver shares of Common Stock (or have the Company
withhold Option Shares acquired upon exercise of the Option) to satisfy, in whole or in part, the amount the Company is required to withhold for taxes in connection with the exercise of the Option. Such election must be made on or before the date
the amount of tax to be withheld is determined. Once made, the election shall be irrevocable. The fair market value of the shares to be withheld or delivered will be the Fair Market Value as of the date the amount of tax to be withheld is
determined. 
  
 (b) Company Requirement. The Company, to
the extent permitted or required by law, shall have the right to deduct from any payment of any kind (including salary or bonus) otherwise due to you, an amount equal to any federal, state or local taxes of any kind required by law to be withheld
with respect to the delivery of Option Shares under this letter agreement. 
  

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 5. Transferability of Option. You may transfer the Option granted hereunder only by will or the
laws of descent and distribution or to any of your Family Members by gift or a qualified domestic relations order as defined by the Code. Unless the context requires otherwise, references herein to you are deemed to include any permitted transferee
under this paragraph 5. The Option may be exercised only by you; by your Family Member if such person has acquired the Option by gift or qualified domestic relations order; by the executor or administrator of the estate of any of the foregoing
or any person to whom the Option is transferred by will or the laws of descent and distribution; or by the guardian or representative of any of the foregoing; provided that Incentive Stock Options may be exercised by any guardian or legal
representative only if permitted by the Code and any regulations thereunder. 
  
 6. Conformity with Plan. The Option is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan (which is incorporated herein by reference). Inconsistencies between
this letter agreement and the Plan shall be resolved in accordance with the terms of the Plan. By executing and returning the enclosed copy of this letter agreement, you acknowledge your receipt of this letter agreement and the Plan and agree to be
bound by all of the terms of this letter agreement and the Plan. 
  
 7. Rights of Participants. Nothing in this letter agreement shall interfere with or limit in any way the right of the Company to terminate your employment or other performance of services at any time (with or without Cause), nor
confer upon you any right to continue in the employ or as a director or officer of, or in the performance of other services for, the Company or a Subsidiary for any period of time, or to continue your present (or any other) rate of compensation or
level of responsibility. Nothing in this letter agreement shall confer upon you any right to be selected again as a Plan participant. 
  
 8. Amendment or Substitution of Option. The terms of the Option may be amended from time to time by the Committee in its discretion in any manner
that it deems appropriate (including, but not limited to, acceleration of the date of exercise of the Option); provided that no such amendment shall adversely affect in a material manner any of your rights under the award without your written
consent. 
  
 9. Successors and Assigns. Except as otherwise
expressly provided herein, all covenants and agreements contained in this letter agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and permitted assigns of the parties hereto
whether so expressed or not. 
  
 10. Severability. Whenever
possible, each provision of this letter agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this letter agreement is held to be prohibited by or invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this letter agreement. 
  
 11. Counterparts. This letter agreement may be executed simultaneously in two or more counterparts, each of which shall constitute an original, but
all of which taken together shall constitute one and the same letter agreement. 
  

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 12. Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience
only and do not constitute a part of this Agreement. 
  
 13.
Governing Law. THE VALIDITY, CONSTRUCTION, INTERPRETATION, ADMINISTRATION AND EFFECT OF THE PLAN, AND OF ITS RULES AND REGULATIONS, AND RIGHTS RELATING TO THE PLAN AND TO THIS LETTER AGREEMENT, SHALL BE GOVERNED BY THE SUBSTANTIVE LAWS, BUT
NOT THE CHOICE OF LAW RULES, OF THE STATE OF DELAWARE. 
  
 14.
Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this letter agreement shall be in writing and shall be deemed to have been given when (i) delivered personally,
(ii) mailed by certified or registered mail, return receipt requested and postage prepaid, (iii) sent by facsimile or (iv) sent by reputable overnight courier, to the recipient. Such notices, demands and other communications shall be
sent to you at the address specified in this letter agreement and to the Company at 3321 Hessmer Avenue, Metairie, Louisiana 70002, Attn: Thomas J. Pennison, Jr., or to such other address or to the attention of such other person as the recipient
party has specified by prior written notice to the sending party. 
  
 15. Entire Agreement. This letter agreement and the terms of the Plan constitute the entire understanding between you and the Company, and supersede all other agreements, whether written or oral, with respect to your acquisition of
the Option Shares. 
  
 *        *        *        *        * 
  

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 Signature Page to Stock Option Award Agreement 
  
  
 Please execute the extra copy of this letter agreement in the space below and return it to the Company to confirm your understanding and acceptance of the agreements contained in this letter agreement. 
  

			
	 Very truly yours,
  
 RUTH’S CHRIS STEAK HOUSE, INC.

		
	 By:
	 	  





			
		
	 Name:
	 	  





			
		
	 Title:
	 	  




  

			
	Enclosures:	 	 Extra copy of this letter agreement
 Copy of the
Plan


  
 The undersigned hereby
acknowledges having read this letter agreement and the Plan and hereby agrees to be bound by all provisions set forth herein and in the Plan. 
  


			
	 OPTIONEE

	
	  




  
  
 Dated as of:
                                        








 EXHIBIT A 
  

Form of Letter to be Used to Exercise Stock Option 
  
  
                  
 Date 
  
                                       
       
                                       
       
                                       
       
  

	Attention:	 	                             

  
 I wish to exercise the stock option granted on
             and evidenced by a Stock Option Award Agreement dated as of             , to acquire
             shares of Common Stock of             , at an option price of
$             per share. In accordance with the provisions of paragraph 1 of the Stock Option Award Agreement, I wish to make payment of the exercise price (please check all that
apply): 
  

	 	 ̈	in cash 


	 	 ̈	by delivery of shares of Common Stock held by me 


	 	 ̈	by simultaneous sale through a broker 

  
 Please issue a certificate for these shares in the following name: 

			
	
	  


	 Name

	
	  


	 Address


  

			
	 Very truly yours,

	
	  


	 Signature

	
	  


	 Typed or Printed Name

	
	  


	 Social Security Number