Exhibit
      10.66

    


    Rubio's
      Restaurants, Inc.

    Severance
      Pay Plan & 

    Summary
      Plan Description

    July
      26, 2006

     

    
      
        	PURPOSE OF THE
                PLAN 


      

       

    

    The
      purpose of Rubio’s Restaurants, Inc. Severance Pay Plan is to provide temporary
      and short-term pay continuation to eligible employees whose employment with
      Rubio’s Restaurants, Inc. is terminated under the conditions described
      below.

    


    Except
      as
      otherwise provided by the Company in writing or in the Plan, the Plan replaces
      all prior plans, programs and/or arrangements providing severance benefits
      to
      eligible employees. This document contains the official text of the
      Plan.

    


    
      	DEFINITIONS 


    

     

    
      	 	
              ·

            	
              Base
                Pay
                shall mean the employee’s regular rate of salary (determined on a monthly
                basis) payable immediately preceding his or her date of
                termination.

            


    

    
      	 	
              ·

            	
              Company
                means Rubio’s Restaurants, Inc. and its
                subsidiaries.

            


    

    
      	 	
              ·

            	
              Board
                shall
                mean the Board of Directors of the
                Company.

            


    

    
      	 	
              ·

            	
              Corporate
                Transaction
                shall have the meaning ascribed to such term in the Rubio’s Restaurant’s,
                Inc. 1999 Stock Incentive Plan (the “1999
                Plan”).

            


    

    
      	 	
              ·

            	
              Misconduct
                shall have the meaning ascribed to such term in the 1999
                Plan.

            


    

    
      	 	
              ·

            	
              Permanent
                Disability
                shall have the meaning ascribed to such term in the 1999
                Plan.

            


    

    
      	 	
              ·

            	
              Plan
                means Rubio’s Restaurants, Inc. Severance Pay
                Plan.

            


    

    
      	 	
              ·

            	
              Plan
                Administrator
                means the Company’s Vice President-People Services or such other person or
                committee appointed from time to time by the
                Board.

            


    

    
      	 	
              ·

            	
              Years
                of Service
                for an employee shall be based on his or her completed years of service
                from his or her most recent date of hire by the Company until his
                or her
                date of termination.

            


    

    


    
      
        	ELIGIBLE
                EMPLOYEES 


      

    

     

    
      	
              1.

            	
              The
                benefits under the Plan are limited to employees of the Company who
                are
                determined by the Company to be classified as
                follows:

            


    

    
      	 	
              ·

            	
              Vice
                Presidents and above

            


    

    
      	 	
              ·

            	
              Director
                level employees

            


    

    
      	 	
              ·

            	
              Restaurant
                Support Center Managers, including District
                Managers

            


    

    


    
      	
              2.

            	
              Unless
                the Company provides otherwise in writing, the following employees
                are NOT
                eligible to participate in the Plan:


            


    

    
      	 	
              a)

            	
              [Restaurant
                management and] all non-exempt employees under California
                Law;

            


    

    
      	 	
              b)

            	
              Any
                employee who is classified as a part-time, temporary, or seasonal
                employee; and/or

            


    

    
      	 	
              c)

            	
              Any
                employee who is eligible to receive severance benefits pursuant to
                an
                offer letter or other employment agreement or contract entered into
                before
                the adoption of the Plan, unless the benefits otherwise payable to
                the
                employee under the Plan exceed those to which the employee would
                otherwise
                be entitled under his or her offer letter or other employment agreement
                or
                contract.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	Rubio's Restaurants, Inc. Severance
              Pay Plan 	 	 
	July
              26, 2006 	
              2 

            	 


    

     

    
      
        	INVOLUNTARY TERMINATION
                OF
                EMPLOYMENT 


      

    

     

    
      	
              1.

            	
              Involuntary
                Termination

            


    

    An
      employee will be eligible for severance benefits under the Plan only if the
      Company, in its sole discretion, determines that the employee’s employment is
      being terminated involuntarily for any of the following reasons:

    
      	 	
              a)

            	
              Reduction
                in staff or layoff;

            


    

    
      	 	
              b)

            	
              Position
                elimination;

            


    

    
      	 	
              c)

            	
              Closure
                of a business unit or location;

            


    

    
      	 	
              d)

            	
              Organization
                restructuring;

            


    

    
      	 	
              e)

            	
              Permanent
                Disability; 

            


    

    
      	 	
              f)

            	
              Such
                other circumstances, as the Company deems appropriate for the payment
                of
                severance benefits.

            


    

    


    
      	
              2.

            	
              Termination
                of Employment Not Eligible for Severance
                Benefits

            


    

    Unless
      the Company provides otherwise in writing, an employee will NOT be eligible
      for
      severance benefits if the Company, in its sole discretion, determines that
      the
      employee’s employment is terminated for any of the following
      reasons:

    
      	 	
              a)

            	
              Resignation
                or other voluntary termination of
                employment;

            


    

    
      	 	
              b)

            	
              Failure
                to return from a leave of absence;

            


    

    
      	 	
              c)

            	
              Death;

            


    

    
      	 	
              d)

            	
              Termination
                due to Misconduct ;

            


    

    
      	 	
              e)

            	
              Termination
                for violation of company policy; and/or “Non-Negotiables” as defined in
                the Team Member Handbook, as amended from time to
                time;

            


    

    
      	 	
              f)

            	
              Termination
                due to failure to meet performance standards established by the Company
                or
                identified in any communication, whether written or oral, with the
                employee.

            


    

    


    
      	
              3.

            	
              Other
                Employment Offer

            


    

    Unless
      the Company provides otherwise in writing, an employee will not be eligible
      to
      receive benefits under the Plan if the Company, in its sole discretion,
      determines that: 

    
      	 	
              a)

            	
              The
                employee has been offered, but refused to accept, another comparable
                position with the Company or any of its subsidiaries or affiliates;
                and/or

            


    

    
      	 	
              b)

            	
              The
                employee's employment has been terminated in connection with a Corporate
                Transaction and such employee has been offered employment by the
                acquirer
                or successor on comparable terms and conditions as determined by
                the Plan
                Administrator, in its sole
                discretion.

            


    

    


    
      
        	CONDITIONS FOR PAYMENT OF
                SEVERANCE
                BENEFITS 


      

    

     

    An
      employee who is involuntarily terminated will not receive severance benefits
      under the Plan unless the Company determines that the employee has satisfied
      all
      of the following conditions:

    


    
      	1.	
              Satisfactory
                Performance of Work Duties Until Last Day
                Designated

            


    

    The
      employee must continue to perform his or her work duties in accordance with
      the
      standards of his or her position through the last day of work designated by
      the
      Company, unless the employee is absent due to vacation, temporary layoff, or
      an
      approved absence from work (including leave under the Family and Medical Leave
      Act).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
       

      
        	Rubio's Restaurants, Inc.
                Severance
                Pay Plan 	 	 
	July
                26, 2006 	
                3 

              	 


      

    

     

    
      	
              2.

            	
              Execution
                of Releases and Other
                Agreements

            


    

    In
      order
      to receive benefits under this program, the employee must execute a general
      release of claims against the Company, and its officers, directors, employees,
      attorneys, agents and representatives, and such other agreements and documents
      as the Company may deem necessary or advisable .

    


    
      	
              3.

            	
              Return
                of Company Property and Settlement of
                Expenses

            


    

    The
      employee must return all company property and satisfactorily settle all
      expenses, loans or other amounts owed to the Company.

    


    
      
        	SEVERANCE
                PAY 


      

    

     

    
      	
              1.

            	
              Amount
                of Severance Pay

            


    

    The
      amount of severance pay payable to an eligible employee will be determined
      in
      accordance with the Severance Pay Guidelines attached to the Plan subject to
      the
      reductions set forth below.

    


    
      	
              2.

            	
              Reduction
                of Severance Pay Benefits

            


    

    Unless
      the Company, in its sole discretion, provides otherwise in writing, the amount
      of severance pay payable to an eligible employee as determined above shall
      be
      reduced as follows:

    
      	 	
              a)

            	
              In
                the event that the Company provides pay to the employee instead of
                advance
                notice of his or her termination of employment in accordance with
                the
                requirements of the Worker Adjustment and Retraining Notification
                Act (or
                other similar federal or state statute), then the amount of such
                employee’s severance pay will be reduced (but not below two weeks) by the
                amount of notice pay received by the employee after his or her active
                work
                status ends; and/or

            


    

    
      	 	
              b)

            	
              Severance
                pay will be reduced by any outstanding debt owed by the employee
                to the
                Company where permitted by law, including but not limited to loans
                made by
                the Company, advanced vacation pay, or salary or expense
                advances.

            


    

    


    
      	
              3.

            	
              Payment
                of Severance Pay

            


    

    The
      Company shall pay the severance benefit in a single lump sum as soon as
      practicable after the later of the employee’s last day of employment or the date
      on which the employee’s general release of claims becomes
      effective.

    


    
      
        	RIGHT TO TERMINATE
                BENEFITS 


      

    

     

    Notwithstanding
      anything in the Plan to the contrary, the Company shall have the right to
      terminate the benefits payable under the Plan at any time, in the event
      that:

    
      	 	
              a)

            	
              An
                employee is reemployed by the Company prior to the completion of
                the
                scheduled payment of Severance Pay;
                and/or

            


    

    
      	 	
              b)

            	
              The
                Company determines that an employee has breached any of the terms
                and
                conditions set forth in any agreement executed by the employee as
                a
                condition to receiving benefits under the Plan, including, but not
                limited
                to, the general release of claims and any confidentiality and/or
                invention
                agreement signed by the employee.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	Rubio's Restaurants, Inc. Severance
              Pay Plan 	 	 
	July
              26, 2006 	
              4 

            	 


    

     

    
      
        	GENERAL
                RULES 


      

    

     

    
      	1.	
              Right
                to Withhold Taxes

            


    

    The
      Company may cause such amounts to be withheld from payments under the Plan
      as it
      determines necessary to fulfill any federal, state, or local wage or
      compensation withholding requirements.

    


    
      	2.	
              Right
                to Continued Employment

            


    

    Neither
      the Plan nor any action taken with respect to it shall confer upon any person
      the right to continue in the employ of the Company.

    


    
      	3.	
              Benefits
                Non-Assignable

            


    

    Benefits
      under the Plan may not be anticipated, assigned or alienated.

    


    
      	
              4.

            	
              Unfunded
                Plan

            


    

    The
      Company will make all payments under the Plan, and pay all expenses of the
      Plan,
      from its general assets. Nothing contained in the Plan shall give any eligible
      employee any right, title or interest in any property of the
      Company.

    


    
      	5.	
              Governing
                Laws

            


    

    The
      provisions of the Plan shall be construed, administered and enforced according
      to applicable Federal law and the laws of the State of California.

    


    
      	6.	
              Severability

            


    

    The
      provisions of the Plan are severable. If any provision of the Plan is deemed
      legally or factually invalid or unenforceable to any extent or in any
      application, then the remainder of the provisions of the Plan, except to such
      extent or in such application, shall not be affected, and each and every
      provision of the Plan shall be valid and enforceable to the fullest extent
      and
      in the broadest application permitted by law.

    


    
      	7.	
              Rules
                of Construction

            


    

    Section
      headings are used herein for convenience of reference only and shall not affect
      the meaning of any provision of the Plan.

    


    
      
        	AMENDMENT AND
                TERMINATION 


      

    

     

    The
      Company may modify, amend, or terminate the Plan at any time with respect to
      any
      employee at any time prior to such employee’s termination of
      employment.

    


    
      
        	ADMINISTRATION OF THE
                PLAN 


      

    

     

    The
      Plan
      Administrator shall have sole authority and discretion to administer and
      construe the terms of the Plan, subject to applicable requirements of law.
      Without limiting the generality of the foregoing, the Plan Administrator shall
      have the following powers and duties:

    
      	 	
              ·

            	
              To
                make and enforce such rules and regulations as it deems necessary
                or
                proper for the efficient administration of the
                Plan;

            


    

    
      	 	
              ·

            	
              To
                interpret the Plan, its interpretation thereof to be final and conclusive
                on all persons claiming benefits under the
                Plan;

            


    

    
      	 	
              ·

            	
              To
                decide all questions concerning the Plan, including the eligibility
                of any
                person to participate in, and receive benefits under, the Plan;
                and/or

            


    

    
      	 	
              ·

            	
              To
                appoint such agents, counsel, accountants, consultants and other
                persons
                as may be required to assist in administering the
                Plan.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	Rubio's Restaurants, Inc. Severance
              Pay Plan 	 	 
	July
              26, 2006 	
              5 

            	 


    

     

    
      
        	CLAIMS
                PROCEDURE 


      

    

     

    The
      Plan
      Administrator reviews and authorizes payment of severance benefits for those
      employees who qualify under the provisions of the Plan. No claim forms need
      be
      submitted. Questions regarding payment of the severance benefits should be
      directed to the Plan Administrator.

    


    If
      an
      employee feels he/she is not receiving severance benefits, which are due, the
      employee (or the employee’s representative) should file a written claim for the
      benefits with the Plan Administrator. A decision on whether to grant or deny
      the
      claim will be made within 60 days following receipt of the claim. If more than
      60 days is required to render a decision, the employee will be notified in
      writing of the reasons for delay. In any event, however, a decision to grant
      or
      deny a claim will be made by not later than 90 days following the initial
      receipt of the claim.

    


    If
      the
      claim is denied in whole or in part, the employee will receive a written
      explanation of the specific reasons for the denial, including a reference to
      the
      Plan provisions on which the denial is based, a description of any material
      or
      information necessary for the employee to perfect the claim and an explanation
      of why such material or information is necessary, and a description of the
      Plan’s review procedures and the time limits applicable to such procedures,
      including a statement of the employee’s right to bring a civil action under
      ERISA, as defined below, following an adverse benefit determination on
      review.

    


    If
      the
      employee wishes to appeal this denial, the employee may write to the Plan
      Administrator within 60 days after receipt of the notification of denial. The
      notification should set forth all of the grounds upon which it is based, all
      facts in support of the request and any other matters the employee (or the
      employee’s representative) deems pertinent. The employee (or the employee’s
      representative) may submit documents, records and other information relating
      to
      the claim. The employee (or the employee’s representative) will be provided,
      upon request and free of charge, reasonable access to, and copies of, all
      documents, records, and other information relevant to the employee’s claim. The
      Plan Administrator will then review the claim, and the employee will receive
      written notice of the final decision within 60 days after the request for
      review. If more than 60 days is required to render a decision, the employee
      will
      be notified in writing of the reasons for the delay.
      In
      any event, however, the employee will receive a written notice of the final
      decision within 90 days after the request for review. If the Plan Administrator
      denies the appeal, in whole or in part, the Plan Administrator’s notice will set
      forth the specific reason(s) for the denial, the Plan provision(s) on which
      the
      denial is based, a statement that the employee is entitled to receive, upon
      request and free of charge, reasonable access to, and copies of, all documents,
      records and other information relevant to the employee’s claim, and a statement
      of the employee’s right to bring a civil action under ERISA.

    


    
      
        	STATEMENT OF ERISA
                RIGHTS 


      

    

     

    A
      participant in the Plan is entitled to certain rights and protections under
      the
      Employee Retirement Income Security Act of 1974, as amended ("ERISA"). ERISA
      provides that all Plan participants shall be entitled to:

    
      	 	
              ·

            	
              Examine,
                without charge, at the Plan Administrator's office, all Plan documents,
                and copies of all documents filed by the Plan with the U.S. Department
                of
                Labor, such as detailed annual reports and Plan
                descriptions.

            


    

    
      	 	
              ·

            	
              Obtain
                copies of Plan documents and other Plan information upon written
                request
                to the Plan Administrator. The Plan Administrator may make a reasonable
                charge for the copies.

            


    

    
      	 	
              ·

            	
              Receive
                a summary of the Plan's annual financial report if the plan covers
                100 or
                more people. The Plan Administrator is required by law to furnish
                each
                participant with a copy of this summary annual
                report.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	Rubio's Restaurants, Inc. Severance
              Pay Plan 	 	 
	July
              26, 2006 	
              6 

            	 


    

     

    In
      addition to creating rights for Plan participants, ERISA imposes duties upon
      the
      people who are responsible for the operation of the employee benefit plan.
      The
      people who operate the Plan, called "fiduciaries" of the Plan, have a duty
      to do
      so prudently and in the interest of plan participants and beneficiaries. No
      one,
      including the employer or any other person, may fire an employee or otherwise
      discriminate against an employee in any way to prevent the employee from
      obtaining a welfare benefit or exercising rights under ERISA. If a claim for
      a
      welfare benefit is denied in whole or in part the employee must receive a
      written explanation of the reason for the denial. The employee has the right
      to
      have the plan review and reconsider the claim. Under ERISA, there are steps
      an
      employee can take to enforce the above rights. For instance, if an employee
      requests materials from the Plan and does not receive them within 30 days,
      the
      employee may file suit in a federal court. In such a case, the court may require
      the plan administrator to provide the materials and pay the employee up to
      $110
      a day until the employee receive the materials, unless the materials were not
      sent because of reasons beyond the control of the Plan Administrator. If the
      employee has a claim for benefits which is denied or ignored, in whole or in
      part, the employee may file suit in a state or federal court. If an employee
      is
      discriminated against for asserting statutory rights, the employee may seek
      assistance from the U.S. Department of Labor, or may file suit in a federal
      court. The court will decide who should pay court costs and legal fees. If
      an
      employee is successful the court may order the person sued to pay these costs
      and fees. If the employee loses, the court may order the employee to pay these
      costs and fees, for example, if it finds the claim is frivolous. 

    


    If
      you
      have any questions about the Plan, please contact the Plan Administrator. If
      you
      have any questions about this statement or about your rights under ERISA, you
      should contact the nearest office of the Employee Benefits Security
      Administration, U.S. Department of Labor, listed in your telephone
      directory or the Division of Technical Assistance and Inquiries, Employee
      Benefits Security Administration, U.S. Department of Labor, 200 Constitution
      Avenue, NW, Washington, DC 20210. You may also obtain certain publications
      about
      your rights and responsibilities under ERISA by calling the publications hotline
      of the Employee Benefits Security Administration.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	Rubio's Restaurants, Inc. Severance
              Pay Plan 	 	 
	July
              26, 2006 	
              7 

            	 


    

     

    
      
        	ADDITIONAL
                INFORMATION 


      

    

     

    
      	
              Plan
                Sponsor: 

            	Rubio’s Restaurants,
              Inc. 
	 	1902 Wright
              Place 
	 	Suite
              300 
	 	
              Carlsbad,
                CA 92008 

            
	 	 
	
              Employer
                Identification Number 

            	
              33-0100303

            
	 	 
	
              Plan
                Name:

            	
              Rubio’s
                Restaurants, Inc. Severance Pay Plan

            
	 	 
	
              Type
                of Plan:

            	
              Welfare
                benefit plan - severance pay

            
	 	 
	
              Plan
                Year

            	
              Calendar
                year

            
	 	 
	
              Plan
                Number

            	
              505

            
	 	 
	
              Plan
                Administrator 

            	Vice President-People
              Services 
	 	Rubio’s Restaurants,
              Inc. 
	 	1902 Wright
              Place 
	 	Suite
              300 
	 	Carlsbad,
              CA
              92008 
	 	
              (760)
                929-8226 

            
	 	 
	
              Agent
                for Service of Legal Process

            	
              Vice
                President-People
                Services

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	Rubio's Restaurants, Inc. Severance
              Pay Plan 	 	 
	July
              26, 2006 	
              8 

            	 


    

     

    
      
        	SEVERANCE PAY
                GUIDELINES 


      

    

    


    


    Amount
      of Severance Pay

    


    


    Vice
      President and above

    Six
      months of base salary

    


    


    Director
      Level

    Three
      months of Base Pay

    


     

    Restaurant
      Support Center Managers, including District Managers

    One
      month
      Base Pay or two weeks for every Year of Service, whichever is greater, subject
      to a maximum of three months Base Pay.