Exhibit 10.1


 


FIRST
AMENDMENT TO


RED ROBIN
GOURMET BURGERS, INC.


EMPLOYEE
STOCK PURCHASE PLAN


 


1.                                       The Employee Stock Purchase Plan (the “Plan”) of Red Robin Gourmet
Burgers, Inc., a Delaware corporation (the “Company”), was approved by the Board of Directors on July 13,
2002, and submitted for approval by the Company’s stockholders, and approved,
on July 13, 2002.


 


2.                                       This First Amendment to Red Robin Gourmet
Burgers, Inc. Employee Stock Purchase Plan (this “Amendment”) was approved by the
Board of Directors on August 4, 2009, in accordance with Section 19(b) of
the Plan.  Capitalized terms not
otherwise defined herein shall have the meaning set forth in the Plan.


 


3.                                       Section 4(b) of the Plan is
deleted in its entirety, effective with respect to Offering Periods beginning
on or after January 1, 2010.  In
addition, all references to the term “Individual Limit” and to Section 4(b) contained
in the Plan shall be deleted, and have no further effect.


 


4.                                       Section 6(b)(iii) of the Plan
is deleted and replaced in its entirety, effective with respect to Offering
Periods beginning on or after January 1, 2010, as follows:


 


(iii)                               [RESERVED].


 


5.                                       The last paragraph of Section 9 of
the Plan is hereby deleted and replaced in its entirety, effective with respect
to Offering Periods beginning on or after January 1, 2010, as follows:


 


If an amount which exceeds
one of the limitations set forth in Section 8(c) remains in a
Participant’s Account after the exercise of his or her Option on the Exercise
Date, such amount shall be carried over in the Participant’s Account for the
succeeding Offering Period, without interest, or if the Participant notifies
the Corporation within 30 days following such Exercise Date, such amount shall
be refunded to the Participant as soon as administratively practicable after
such date.


 


6.                                       Section 19(a) of the Plan is
hereby deleted and replaced in its entirety, effective as of August 4,
2009, as follows:


 


(a)                                  This Plan shall become effective as of
the Effective Date.  No new Offering
Periods shall commence on or after the day before the fifteenth aniversary of
the Effective Date and this Plan shall terminate as of the Exercise Date on or
immediately following such date unless sooner terminated pursuant to Section 4,
Section 18, or this Section 19.


 


7.                                       Except as provided in this Amendment, the
Plan shall remain unchanged and continue in full force and effect.


 

















 


IN WITNESS WHEREOF, this
Amendment has been executed by a duly authorized officer of the Company as of
the date specified below and effective as set forth herein.


 


	
   

  	
  RED ROBIN GOURMET
  BURGERS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey T. Neely

  
	
   

  	
  Name: Jeffrey T. Neely

  
	
   

  	
  Title: Chief People
  Officer

  
	
   

  	
  Dated: August 4,
  2009

  



 


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