Exhibit 10.1


 


RED
ROBIN GOURMET BURGERS, INC.


RESTRICTED
STOCK GRANT AGREEMENT


 


This Restricted Stock
Grant Agreement (this “Agreement”) between RED ROBIN GOURMET BURGERS,
INC. (the “Corporation”) and [                    ]
(“Participant”) is dated effective [                        ]
(the “Date of Grant”).


 


RECITALS


 


A.                                   The Board has
adopted, and the stockholders have approved, the Red Robin Gourmet Burgers, Inc.
2007 Performance Incentive Plan (the “Plan”);


 


B.                                     The Plan
provides for the granting of restricted stock awards to eligible participants
as determined by the Administrator; and


 


C.                                     The
Administrator has determined that Participant is a person eligible to receive a
restricted stock award under the Plan and has determined that it would be in
the best interest of the Corporation to grant the restricted stock award
provided for herein.


 


AGREEMENT


 


1.                                       Grant of Restricted Stock.


 


(a)                                  Stock.  Pursuant to
the Plan, Participant is hereby awarded [            ]
shares of the Corporation’s common stock (the “Common Stock”), subject
to the conditions of the Plan and this Agreement (the “Restricted Stock”).


 


(b)                                 Plan Incorporated. 
Participant acknowledges receipt of a copy of the Plan, and agrees that,
except as contemplated by Section 12 below, this award of Restricted Stock
shall be subject to all of the terms and conditions set forth in the Plan,
including future amendments thereto, if any, pursuant to the terms thereof,
which Plan is incorporated herein by reference as a part of this Agreement.  Except as defined herein, capitalized terms
shall have the same meanings ascribed to them under the Plan.


 


2.                                       Vesting and Forfeiture. 
Participant shall vest in his or her rights under the Restricted Stock
pursuant to the following schedule (each date upon which vesting occurs being
referred to herein as a “Vesting Date”):


 


	
  Date

  	
   

  	
  Number of

  Shares Vested

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 

















 


The
foregoing notwithstanding, vesting pursuant to the foregoing schedule shall
occur on a Vesting Date only if Participant remains employed by or provides
services to the Corporation from the Date of Grant to such Vesting Date.  If Participant ceases to be employed by or
ceases to provide services to the Corporation at any time prior to the final
Vesting Date, all unvested Restricted Stock shall be forfeited immediately on
the date that Participant’s employment or service is terminated and the
Participant shall have no further rights with respect to such Restricted Stock.


 


3.                                       Accelerated Vesting of Restricted Stock.


 


(a)                                  As provided in Section 7.3 of the Plan,
if the Corporation undergoes a Change in Control Event, any unvested Restricted
Stock held by Participant will become fully vested.  However, if Participant is designated on the
Corporation’s payroll records as a Tier 1 or Tier 2 executive or above or an
executive officer on the date of the Change in Control Event, no Restricted
Stock will vest solely on account of a Change in Control Event unless such
Participant’s employment with the Corporation is terminated without Cause (as
defined below) within the two-year period following such Change in Control
Event.


 


(b)                                 For purposes of this Agreement, “Cause”
means that Participant:


 


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


 


(ii)                                  has been dishonest or committed or
engaged in an act of theft, embezzlement or fraud, a breach of confidentiality,
an unauthorized disclosure or use of inside information, customer lists, trade
secrets or other confidential information; has breached a fiduciary duty, or
willfully and materially violated any other duty, law, rule, regulation or policy
of the Corporation, any of its Subsidiaries or any affiliate of the Corporation
or any of its Subsidiaries; or has been convicted of a felony or misdemeanor
(other than minor traffic violations or similar offenses);


 


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


 


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


 


4.                                       Issuance and Limits on Transferability. 
Shares of Restricted Stock shall not be transferable except by will or
the laws of descent and distribution or pursuant to a beneficiary designation,
or as otherwise permitted by Section 5.7 of the Plan.  No right or benefit hereunder 


 


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shall in any manner be liable for or subject to any
debts, contracts, liabilities, or torts of Participant.  Any purported assignment, alienation, pledge,
attachment, sale, transfer or other encumbrance of shares of unvested
Restricted Stock that does not satisfy the requirements of this Agreement and
the Plan shall, prior to the lapse of the restrictions on such shares pursuant
to Section 2, be void and unenforceable against the Corporation.


 


5.                                       Certificates. 
A certificate evidencing the Restricted Stock shall be issued by the
Corporation in Participant’s name, or at the option of the Corporation, in the
name of a nominee of the Corporation, pursuant to which Participant shall have
voting rights and shall be entitled to receive all dividends until the
Restricted Stock is otherwise forfeited pursuant to the provisions of this
Agreement.  The certificate shall bear a
legend evidencing the nature of the Restricted Stock, and the Corporation may
cause the certificate to be delivered upon issuance to the Secretary of the
Corporation or to such other depository as may be designated by the Corporation
as a depository for safekeeping until the Vesting Date or a forfeiture occurs
pursuant to the terms of the Plan and this Agreement.  Upon the request of the Administrator,
Participant shall deliver to the Corporation a stock power, endorsed in blank,
relating to the unvested Restricted Stock. 
Upon a Vesting Date, the Corporation shall cause a new certificate or
certificates to be issued without legend in the name of Participant for the
vested Restricted Stock.  Notwithstanding
any other provisions of this Agreement, the issuance or delivery of any shares
of Restricted Stock (whether subject to restrictions or unrestricted) may be
postponed for such period as may be required to comply with applicable
requirements of any national securities exchange or any requirements under any
law or regulation applicable to the issuance or delivery of such shares.  The Corporation shall not be obligated to
issue or deliver any shares of Restricted Stock if the issuance or delivery
thereof shall constitute a violation of any provision of any law or of any
regulation of any governmental authority or any national securities exchange.


 


6.                                       Status of Stock. 
Participant agrees that the Restricted Stock will not be sold or
otherwise disposed of in any manner that would constitute a violation of any
applicable federal or state securities laws. 
Participant also agrees (i) that the certificates representing the
Restricted Stock may bear such legend or legends as the Corporation deems
appropriate in order to assure compliance with applicable securities laws, (ii) that
the Corporation may refuse to register the transfer of the Restricted Stock on
the stock transfer records of the Corporation if such proposed transfer would
be in the opinion of counsel satisfactory to the Corporation constitute a
violation of any applicable securities law and (iii) that the Corporation
may give related instructions to its transfer agent, if any, to stop
registration of the transfer of the Restricted Stock.


 


7.                                       Withholding.  In order to
comply with all applicable federal or state income tax laws or regulations, the
Corporation may take such action as it deems appropriate to ensure that all
applicable federal or state payroll, withholding, income or other taxes, which
are the sole and absolute responsibility of Participant, are withheld or
collected from Participant.  In accordance
with the terms of the Plan, and such rules as may be adopted by the
Administrator under the Plan, Participant may elect to satisfy Participant’s
federal and state tax withholding obligations arising from the receipt of, or
the lapse of restrictions relating to, the Restricted Stock, by (i) delivering
cash, check (bank check, certified check or personal check) or money order
payable to the Corporation, (ii) having the Corporation withhold a portion
of the Restricted Stock otherwise to be delivered having a Fair Market Value
equal to the amount of such taxes, or (iii) delivering to the Corporation
shares of Common Stock already owned by Participant having 


 


3

















 


a Fair Market Value equal to
the amount of such tax withholding.  The
delivery of any shares under the preceding subsection (iii) must have been
owned by Participant for no less than six months prior to the date delivered to
the Corporation if such shares were acquired upon the exercise of an option or
upon the vesting of restricted stock units or other restricted stock.  The Corporation will not deliver any
fractional shares of Common Stock but will pay, in lieu thereof, the Fair
Market Value of such fractional shares of Common Stock.  Participant’s election must be made on or
before the date that the amount of tax to be withheld is determined, or else
the Corporation shall be entitled to elect the method in which Participant’s
federal and state withholding obligations shall be satisfied.


 


8.                                       Tax Election. 
The Corporation has advised Participant to seek Participant’s own tax
and financial advice with regard to the federal and state tax considerations
resulting from Participant’s receipt of Restricted Stock pursuant to this
Agreement.  Participant is making
Participant’s own determination as to the advisability of making a Section 83(b) election
with respect to the Restricted Stock. 
Participant understands that the Corporation will report to appropriate
taxing authorities the payment to Participant of compensation income either (i) upon
the vesting of the Restricted Stock or (ii) if Participant makes a timely Section 83(b) election,
as of the Date of Grant.  Participant
understands that he or she is solely responsible for the payment of all federal
and state taxes resulting from this grant of Restricted Stock.  With respect to tax withholding amounts, the
Corporation has all of the rights specified in Section 7 of this Agreement
and has no obligations to Participant except as expressly stated in Section 7
of this Agreement.


 


9.                                       Binding Effect. 
This Agreement shall bind Participant and the Corporation and their
beneficiaries, survivors, executors, administrators and transferees.


 


10.                                 No Guarantee of Continued Position. 
This Agreement is not a contract for employment and nothing herein shall
supersede or amend the terms of any employment agreement between the
Corporation and Participant or imply that Participant has a right to continued
employment with the Corporation.


 


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


 


12.                                 Conflicts and Interpretation. 
In the event of any conflict between this Agreement and the Plan, this
Agreement shall control.  In the event of
any ambiguity in this Agreement, or any matters as to which this Agreement is
silent, the Plan shall govern including, without limitation, the provisions
thereof pursuant to which the Administrator has the power, among others, to (i) interpret
the Plan, (ii) prescribe, amend and rescind rules and regulations
relating to the Plan and (iii) make all other determinations deemed
necessary or advisable for the administration of the Plan.


 


13.                                 Amendment.  The Corporation
may modify, amend or waive the terms of the Restricted Stock award,
prospectively or retroactively, but no such modification, amendment or waiver
shall impair the rights of Participant without his or her consent, except as
required by applicable law, NASDAQ or stock exchange rules, tax rules or
accounting rules.  Prior to the
effectiveness 


 


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of any modification, amendment or waiver required by
tax or accounting rules, the Corporation will provide notice to Participant and
the opportunity for Participant to consult with the Corporation regarding such
modification, amendment or waiver.  The
waiver by either party of compliance with any provision of this Agreement shall
not operate or be construed as a waiver of any other provision of this
Agreement, or of any subsequent breach by such party of a provision of this
Agreement.


 


[Signature Page Follows.]


 


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IN WITNESS WHEREOF, the parties have executed this Restricted
Stock Grant Agreement as of the date first written above.


 


	
   

  	
  RED ROBIN GOURMET
  BURGERS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  PARTICIPANT:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [NAME]