Exhibit 10.2


 


RED
ROBIN GOURMET BURGERS, INC.


RESTRICTED
STOCK UNIT GRANT AGREEMENT


 


This Restricted Stock
Unit 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.
Amended and Restated 2007 Performance Incentive Plan (the “Plan”);


 


B.                                     The Plan provides
for the granting of restricted stock unit 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 unit award under the Plan and has determined that it would be
in the best interest of the Corporation to grant the restricted stock unit
award provided for herein.


 


AGREEMENT


 


1.                                       Grant of Restricted Stock Unit.


 


(a)                                  Award.  Pursuant to
the Plan, Participant is hereby awarded [            ]
Restricted Stock Units, subject to the conditions of the Plan and this
Agreement (the “Restricted Stock Units”).  Each Restricted Stock Unit represents the
right to receive one share of the Corporation’s common stock, $    
par value per share (the “Common Stock”) on the vesting schedule set
forth below.  Unless and until the
Restricted Stock Units vest, Participant will have no right to receive shares
of Common Stock under such Restricted Stock Units.


 


(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
Units 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 Schedule: 
The Restricted Stock Units awarded by this Agreement will vest in
accordance with the following vesting schedule (each date upon which vesting
occurs being referred to herein as a “Vesting Date”):


 


	
  Date

  	
   

  	
  Number of 

  Units 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 Units shall be canceled immediately
on the date that Participant’s employment or service is terminated and the
Participant shall cease to have any right or entitlement to receive any shares
of Common Stock under such canceled Restricted Stock Units.


 


3.                                       Accelerated Vesting of Restricted Stock
Units.


 


(a)                                  As provided in Section 7.3 of the
Plan, if the Corporation undergoes a Change in Control Event, any unvested
Restricted Stock Units 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 Units 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.                                       Limits on Transferability. 
Restricted Stock Units 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 shall in any
manner be liable 


 


2

















 


for or subject to any debts, contracts, liabilities,
or torts of Participant.  Participant
agrees that the Restricted Stock Units will not be sold or otherwise disposed
of in any manner that would constitute a violation of any applicable federal or
state securities laws.  Any purported
assignment, alienation, pledge, attachment, sale, transfer or other encumbrance
of shares of unvested Restricted Stock Units 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.                                       Issuance and Certificates. 
Unless the Restricted Stock Units are forfeited prior to the Vesting
Date as provided in Section 2 above, the shares of Common Stock issuable
upon vesting of the Restricted Stock Units shall be deemed issued as of the
Vesting Date.  As soon as
administratively practicable following a Vesting Date, the Corporation shall
cause a stock certificate or certificates (which may be in electronic form) to
be delivered to or on behalf of Participant for such number of shares equal to
the number of Restricted Stock Units vested on such Vesting Date, subject to
the Corporation’s collection of applicable withholding taxes in accordance with
Section 7 below.  Notwithstanding
any other provisions of this Agreement, the issuance or delivery of any shares
of Common Stock may be postponed for such period as may be required to comply
with 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 Common 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.


 


6.                                       Stockholder Rights. 
The Participant shall not have any stockholder rights, including voting
or dividend rights, with respect to the shares of Common Stock subject to the
Restricted Stock Units until such shares are issued on the applicable Vesting
Date.


 


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, to satisfy Participant’s federal and state
tax withholding obligations arising from the vesting of the Restricted Stock
Units, the Corporation will withhold shares of Common Stock otherwise to be
delivered to Participant having a Fair Market Value equal to the amount of such
taxes.  The Corporation will not deliver any fractional shares
of Common Stock.  Any additional withholding amounts owed by Participant
due to the inability to deliver fractional shares will be deducted from such
Participant’s next paycheck.


 


8.                                       Tax Consideration. 
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 Units pursuant to this
Agreement.  Participant understands that
the Corporation will report to appropriate taxing authorities the payment to
Participant of compensation income upon the vesting of the Restricted Stock
Units.  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 Units.  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.


 


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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 Unit
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 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.


 


14.                                 Compliance with Code section 409A. 
The Restricted Stock Units granted under this Agreement are intended to
fit within the “short-term deferral” exemption from section 409A of the
Internal Revenue Code.  In administering
this Agreement, the Corporation shall interpret this Agreement in a manner
consistent with such exemption.


 


[Signature Page Follows.]


 


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


 


	
   

  	
  RED ROBIN GOURMET
  BURGERS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  PARTICIPANT:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [NAME]