Director
        Form
Exhibit
      10.65

    


    RUBIO’S
      RESTAURANTS, INC.

    1999
      STOCK INCENTIVE PLAN

    RESTRICTED
      STOCK UNIT AGREEMENT 

    


    


    THIS
      RESTRICTED STOCK UNIT AGREEMENT (the "Agreement"), dated ‹GRANT
      DATE›
      between
      Rubio’s Restaurants, Inc., a Delaware corporation (the "Company"), and
<NAME›
      (“Mr./Ms. <LAST NAME>” or the “Director”), is entered into as follows:


    


    WHEREAS,
      Mr./Ms. ________________ is a director of the Company; and 

    


    WHEREAS,
      the Compensation Committee of the Board of Directors of the Company or its
      delegates (the "Committee") has determined that the Director shall be granted
      the right to receive shares of Company common stock (“Stock”) on the vesting
      date(s) described below as part of [his or her] annual director’s fees. Prior to
      delivery, the right to receive such stock shall be represented herein by stock
      units ("Stock Units"), with each Stock Unit representing the right to receive
      one share of Stock, subject to the restrictions stated below and in accordance
      with the terms and conditions of the Rubio’s Restaurants, Inc. 1999 Stock
      Incentive Plan (the "Plan"), a copy of which can be found on the Company’s
      website at: https://rubios.com,
      or by
      written or telephonic request to the Plan Administrator. 

    


    THEREFORE,
      the parties agree as follows: 

     

    1.    Grant
      of Stock Units.
      Subject
      to the terms and conditions of this Agreement and of the Plan, the Company
      hereby grants to Mr./Ms. _______________ Stock Units representing ‹______›
      shares
      of
      Stock (the "Shares"). 

    


    2.    Vesting
      Schedule.
      The
      Stock Units granted pursuant to Section 1 shall vest upon the earliest of
      Mr./Ms. _____________’s death, or Permanent Disability, a Change of Control or a
      Corporate Transaction, as such capitalized terms are defined in the Plan, or
      the
      expiration of 12 months of continuous service as a director of the Company
      (the
“Vesting Term”). 

    


    3.    Benefit
      Upon Vesting.
      Unless
      otherwise determined by the Plan Administrator, upon the vesting of the Stock
      Units, the Director shall be entitled to receive, the Shares and a dividend
      equivalent payment equal to the sum of the amount(s) determined as follows:
      

    


    (a)
      multiplying the number of vested Stock Units by the dividend per share of Stock
      on each dividend payment date between the date hereof and the vesting date
      to
      determine the dividend equivalent amount for each dividend payment date;
      and

    


    (b)
      dividing the amount determined in clause (a) above by the fair market value
      of a share of Stock on the date of such dividend payment to determine the number
      of additional Stock Units to be credited to the Director;

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    provided,
      however, that if the aggregate of all such dividend equivalent amounts results
      in the payment of a fractional share, such fractional share shall be rounded
      down to the nearest whole share; and provided, further, that the Company may
      pay
      such dividend equivalent amount(s) in cash at its sole discretion.
      Notwithstanding anything in the preceding sentence to the contrary, no Shares
      to
      which the Director may become entitled pursuant to this Section 3 shall be
      delivered to the Director under this Agreement until [his or her] service as
      a
      director of the Company terminates.

    


    4.    Restrictions.
      

    


    (a)
      The
      Stock Units granted hereunder may not be sold, assigned, or transferred, other
      than by will or by the laws of descent and distribution; provided, however,
      that
      during the Director’s lifetime the Director may, in connection with [his or her]
      estate plan, assigned in whole or in part the Stock Units granted hereunder
      to
      one or more members of [his or her] immediate family or to a trust established
      exclusively for one or more such family members. The assigned portion of the
      Stock Units may only be claimed by the person or persons who acquire a
      proprietary interest in the Stock Units pursuant to the assignment. The terms
      applicable to the assigned portion of the Stock Units shall be the same as
      those
      in effect for the Stock Units immediately prior to such assignment and shall
      be
      set forth in such documents issued to the assignee as the Plan Administrator
      may
      deem appropriate. The Director may also designate one or more persons as the
      beneficiary or beneficiaries of [his or her] Stock Units, and those Stock Units
      shall, in accordance with such designation, automatically be transferred to
      such
      beneficiary or beneficiaries upon the Director’s death while holding those Stock
      Units. Such beneficiary or beneficiaries shall take the transferred Stock Units
      subject to all the terms and conditions of the applicable agreement evidencing
      such transferred Stock Units.

    


    (b)
      If
      Mr./Ms. _________’s service as a director of the Company terminates for any
      reason, other than those set forth in Section 2, before [his or her] interest
      in
      the Stock Units vests, the interest of Mr./Ms. ___________ in the Stock Units
      shall be forfeited on the date of [his or her] termination of service as a
      director of the Company.

    


    5.    No
      Stockholder Rights.
      Stock
      Units represent hypothetical shares of Stock. During the Vesting Term, the
      Director shall not be entitled to any of the rights or benefits generally
      accorded to stockholders.

    


    6.    Taxes.
      

    


    (a)
      The
      Director shall be liable for any and all taxes, including withholding taxes,
      if
      any, arising out of this grant, the vesting of Stock Units or the delivery
      of
      the Shares hereunder. In the event that the Company or the Director is required
      to withhold taxes as a result of the grant or vesting of Stock Units, or
      subsequent sale of Stock acquired pursuant to such Stock Units, or due upon
      receipt of dividend equivalent payments, the Director shall make a cash payment
      to the Company, or, if permitted by the Plan Administrator, Director shall
      surrender to the Company a sufficient number of whole shares of such Stock
      as
      necessary to cover all applicable required withholding taxes and social security
      contributions, unless alternative procedures for such payment are established
      by
      the Company. The Director will receive a cash refund for any fraction of a
      surrendered share not necessary for required withholding taxes and required
      social security contributions. To the extent that any surrender of Stock or
      payment of cash or alternative procedure for such payment is insufficient,
      the
      Director authorizes the Company, to deduct all applicable required withholding
      taxes and social security contributions from the Director’s cash compensation.
      The Director agrees to pay any amounts that cannot be satisfied from cash
      compensation, to the extent permitted by law.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (b)
      Regardless of any action the Company takes with respect to any or all income
      tax, social security contribution, payroll tax, payment on account or other
      tax-related withholding ("Tax-Related Items"), the Director acknowledges and
      agrees that the ultimate liability for all Tax-Related Items legally due by
      [him
      or her] is and remains the Director’s responsibility and that the Company and/or
      the Director (i) make no representations nor undertakings regarding the
      treatment of any Tax-Related Items in connection with any aspect of this grant
      of Stock Units, including the grant and vesting of Stock Units, subsequent
      payment of Stock and/or cash related to such Stock Units or the subsequent
      sale
      of any Stock acquired pursuant to such Stock Units and receipt of any dividend
      equivalent payments; and (ii) do not commit to structure the terms or any
      aspect of this grant of Stock Units to reduce or eliminate the Director's
      liability for Tax-Related Items. The Director shall pay the Company any amount
      of Tax-Related Items that the Company may be required to withhold as a result
      of
      the Director's participation in the Plan, or the Director's receipt of Stock
      Units, or the delivery of the Shares hereunder that cannot be satisfied by
      the
      means previously described. The Company may refuse to deliver the benefit
      described in Section 3 if the Director fails to comply with the Director's
      obligations in connection with the Tax-Related Items. 

    


    7.    Data
      Privacy Consent.
      The
      Director understands that the Company holds certain personal information about
      the Director, including, but not limited to, name, home address and telephone
      number, date of birth, social security or insurance number or other
      identification number, compensation, nationality, job title, any shares of
      stock
      or directorships held in the Company, details of all options or any other
      entitlement to shares of stock awarded, canceled, purchased, exercised, vested,
      unvested or outstanding in the Director's favor for the purpose of implementing,
      managing and administering the Plan ("Data"). The Director understands that
      the
      Data may be transferred to any third parties assisting in the implementation,
      administration and management of the Plan. The Director understands that [he
      or
      she] may request a list with the names and addresses of any potential recipients
      of the Data by contacting the Plan Administrator. The Director authorizes the
      recipients to receive, possess, use, retain and transfer the Data, in electronic
      or other form, for the purposes of implementing, administering and managing
      the
      Director's participation in the Plan, including any requisite transfer of such
      Data, as may be required to a broker or other third party with whom the Director
      may elect to deposit any Stock acquired under the Plan. The Director understands
      that Data will be held only as long as is necessary to implement, administer
      and
      manage participation in the Plan. The Director understands that [he or she]
      may,
      at any time, view Data, request additional information about the storage and
      processing of the Data, require any necessary amendments to the Data or refuse
      or withdraw the consents herein, in any case without cost, by contacting the
      Plan Administrator in writing. The Director understands that refusing or
      withdrawing consent may affect the Director's ability to participate in the
      Plan. For more information on the consequences of refusing to consent or
      withdrawing consent, the Director understands that [he or she] may contact
      the
      Plan Administrator at the Company.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    8.    Plan
      Information.
      The
      Director acknowledges that copies of the Plan, Plan prospectus, Plan information
      and stockholder information are available upon written or telephonic request
      to
      the Plan Administrator.

    


    9.    Acknowledgment
      and Waiver.
      By
      accepting this grant of Stock Units, the Director acknowledges and agrees
      that:

    


    (a) the
      Plan is established voluntarily by the Company, it is discretionary in nature
      and may be modified, amended, suspended or terminated by the Company at any
      time
      unless otherwise provided in the Plan or this Agreement; 

    


    (b) the
      grant of Stock Units is voluntary and occasional and does not create any
      contractual or other right to receive future grants of Stock or Stock Units,
      or
      benefits in lieu of Stock or Stock Units, even if Stock or Stock Units have
      been
      granted repeatedly in the past; 

    


    (c) all
      decisions with respect to future grants, if any, will be at the sole discretion
      of the Company; 

    


    (d) the
      Director’s participation in the Plan shall not create a right to continued
      service as a director of the Company and shall not interfere with the ability
      of
      the Company or its stockholders to terminate the Director’s service at any time
      with or without cause, insofar as permitted by law; 

    


    (e) the
      Director is participating voluntarily in the Plan; 

    


    (f) this
      grant of Stock Units will not be interpreted to form an employment contract
      or
      relationship with the Company, or any Subsidiary or Affiliate of the Company;
      and

    


    (g) the
      future value of the Shares is unknown, may increase or decrease from the date
      of
      grant or vesting of the Stock Unit and cannot be predicted with
      certainty.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      
        10.    Miscellaneous.
          

      

    

    


    (a)
      The
      Company shall not be required to treat as the owner of Stock Units, and
      associated benefits hereunder, any transferee to whom such Stock Units or
      benefits shall have been so transferred in violation of this Agreement.


    


    (b)
      The
      parties agree to execute such further instruments and to take such action as
      may
      reasonably be necessary to carry out the intent of this Agreement. 

    


    (c)
      Any
      notice required or permitted hereunder shall be given in writing and shall
      be
      deemed effectively given upon delivery to the Director at [his or her] address
      then on file with the Company. 

    


    (d)
      The
      Plan is incorporated herein by reference. The Plan and this Agreement constitute
      the entire agreement of the parties with respect to the subject matter hereof
      and supersede in their entirety all prior undertakings and agreements of the
      Company and the Director with respect to the subject matter hereof, and may
      not
      be modified adversely to the Director's interest except by means of a writing
      signed by the Company and the Director. This Agreement is governed by the laws
      of the State of Delaware. Capitalized terms used but not defined in this
      Agreement have the meanings assigned to them in the Plan. Certain other
      important terms governing this Agreement are contained in the Plan.

    


    (e)
      If
      the Director has received this or any other document related to the Plan
      translated into a language other than English and if the translated version
      is
      different than the English version, the English version will control.


    


    (f)
      The
      provisions of this Agreement are severable and if any one or more provisions
      are
      determined to be illegal or otherwise unenforceable, in whole or in part, the
      remaining provisions shall nevertheless be binding and enforceable.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Restricted Stock Unit Agreement on the date
      first above written.

     

     

    
      	 	 	 
	 	Rubio’s
              Restaurants, Inc.
	 
 	 
 	 
 
	 	By:  	 
	 	Name: 	 
	 	Title: 	 
	 	 	 
	 	 	 
	 	Director 	 
	 	 	 
	 	 
	 	Name: 	 


    

     

     

     

    RETAIN
      THIS AGREEMENT FOR YOUR
      RECORDS

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    RUBIO’S
      RESTAURANTS, INC.

    RESTRICTED
      STOCK UNIT AWARDS

    UNDER
      THE
      1999 STOCK INCENTIVE PLAN

    SUMMARY
      AS OF SEPTEMBER 24, 2006

    


    


    
      	
              Awardee   

            	 	
              Number
                of Shares Awarded

            	 	
              Award
                Date

            	 
	
              Anderson,
                Kyle  

            	 	 	
              4500

            	 	 	
              July
                27, 2006

            	 
	
              Andrews,
                Craig

            	 	 	
              4500

            	 	 	
              July
                27, 2006

            	 
	
              Bensyl,
                Bill

            	 	 	
              4500

            	 	 	
              July
                27, 2006

            	 
	
              Goodall,
                Jack

            	 	 	
              4500

            	 	 	
              July
                27, 2006

            	 
	
              Pannier,
                Loren

            	 	 	
              4500

            	 	 	
              July
                27, 2006

            	 
	
              Ryan,
                Timothy

            	 	 	
              4500

            	 	 	
              July
                27, 2006