Exhibit
      10.68

    
      Employee
        Form

       
RUBIO’S
      RESTAURANTS, INC.

    2006
      EXECUTIVE 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
‹EMPNO›‹NAME›
      (the
      "Employee"), is entered into as follows: 

    


    WHEREAS,
      the continued participation of the Employee is considered by the Company to
      be
      important for the Company's continued growth; and 

    


    WHEREAS,
      in order to give the Employee an incentive to continue in the employ of the
      Company and to assure his or her continued commitment to the success of the
      Company, the Compensation Committee of the Board of Directors of the Company
      or
      its delegates (the"Committee") has determined that the Employee shall be granted
      the right to receive shares of Company common stock (the “Stock”) on the vesting
      date(s) described below. 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. 2006 Executive Incentive Plan (the "Plan"), a copy of
      which can be found on the Company’s website at: https://____________, 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 the Employee Stock Units covering ‹SHARES›
      shares
      of
      Stock (the "Shares"). 

    


    2.    Vesting
      Schedule.
      Provided
      the Employee does not experience a termination of employment for any reason
      during the following vesting term (the “Vesting Term”), the interest of the
      Employee in the Stock Units shall vest as follows: ‹INSERT
      VESTING PROVISION HERE›.
      In the
      event the Employee has not met the vesting requirements by [INSERT
      VESTING TERMINATION DATE],
      the
      interest of the Employee in the Stock Units shall be forfeited on that date.
      [Notwithstanding anything in this Section 2 to the contrary, in the event of
      (i)
      the acquisition, directly or indirectly by any person or related group of
      persons (other than the Company or a person that directly or indirectly
      controls, is controlled by, or is under common control with, the Company or
      any
      employee benefit plan of the Company or any of its subsidiaries or any entity
      holding shares for or pursuant to the terms of any such plan), of beneficial
      ownership (within the meaning of Rule 13d-3 of the General Rules and Regulations
      under the Securities Exchanges Act of 1934) of securities possessing more than
      50% of the total combined voting power of the Company’s outstanding securities
      pursuant to a tender or exchange offer made directly to the Company’s
      stockholders, or (ii) a Corporate Transaction, as defined in the Company’s 1999
      Stock Incentive Plan (the “1999 Plan”), the interest of the Employee in all of
      the Stock Units shall vest immediately upon the completion of the acquisition
      of
      the requisite percentage of securities or upon the effective date of the
      Corporate Transaction to the extent not theretofore vested.]

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.    Benefit
      Upon Vesting.
      Unless
      otherwise determined by the Administrator, upon the vesting of the Stock Units,
      the Employee shall be entitled to receive, as soon as administratively
      practicable, 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 Employee;

    


    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.

     

    4.    Restrictions.
      

    


    (a)
      Except as otherwise provided for in this Agreement, the Stock Units granted
      hereunder may not be sold, transferred, pledged, assigned, or otherwise
      alienated or hypothecated, other than by will, by the laws of descent and
      distribution, or to the extent permitted by the Plan, the 1999 Plan, or other
      equity plan, to the extent the Shares are payable from such plan(s).


    


    (b)
      Except as otherwise provided for in this Agreement, if the Employee's employment
      with the Company is terminated at any time for any reason (other than the
      Employee's death or Permanent Disability, as defined in the 1999 Plan) prior
      to
      the expiration of the Vesting Term, all Stock Units granted hereunder that
      have
      not vested by such date and that are held by the Employee as of such date shall
      be forfeited by, and no further rights hereunder shall accrue to, the Employee.
      In the event of the Employee’s death or Permanent Disability prior to the
      expiration of the Vesting Term, the interest of the Employee in the Stock Units
      shall vest on a pro rata basis based upon the services rendered during the
      Vesting Term.

    


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

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    6.    Taxes.
      

    


    (a)
      The
      Employee shall be liable for any and all taxes, including withholding taxes,
      arising out of this grant or the vesting of Stock Units hereunder. In the event
      that the Company or the Employer 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 Employee shall make a cash payment to the Company, or, if
      permitted by the Plan Administrator, the Employee shall surrender a sufficient
      number of whole shares of such Stock as necessary to cover all applicable
      required withholding taxes and social security contributions at the time the
      restrictions on the Stock Units lapse, unless alternative procedures for such
      payment are established by the Company. The Employee 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 Employee authorizes the Company, and its Subsidiaries
      and
      Affiliates, which are qualified to deduct tax at the source, to deduct all
      applicable required withholding taxes and social security contributions from
      the
      Employee's compensation. The Employee agrees to pay any amounts that cannot
      be
      satisfied from wages or other cash compensation, to the extent permitted by
      law.


    


    (b)
      Regardless of any action the Company or the Employee's employer (the "Employer")
      takes with respect to any or all income tax, social security, payroll tax,
      payment on account or other tax-related withholding ("Tax-Related Items"),
      the
      Employee acknowledges and agrees that the ultimate liability for all Tax-Related
      Items legally due by him is and remains the Employee's responsibility and that
      the Company and/or the Employer (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 Employee's liability for Tax-Related Items. The Employee shall
      pay
      the Company or the Employer any amount of Tax-Related Items that the Company
      or
      the Employer may be required to withhold as a result of the Employee's
      participation in the Plan or the Employee's receipt of Stock Units that cannot
      be satisfied by the means previously described. The Company may refuse to
      deliver the benefit described in Section 3 if the Employee fails to comply
      with the Employee's obligations in connection with the Tax-Related Items.


    


    7.    Data
      Privacy Consent.
      The
      Employee hereby explicitly and unambiguously consents to the collection, use
      and
      transfer, in electronic or other form, of the Employee's personal data as
      described in this document by and among, as applicable, the Employer, and the
      Company and its Subsidiaries and Affiliates for the exclusive purpose of
      implementing, administering and managing the Employee's participation in the
      Plan. The Employee understands that the Company and its Subsidiaries and
      Affiliates and the Employer hold certain personal information about the
      Employee, including, but not limited to, name, home address and telephone
      number, date of birth, social security or insurance number or other
      identification number, salary, 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 Employee's favor for the purpose of implementing,
      managing and administering the Plan ("Data"). The Employee understands that
      the
      Data may be transferred to any third parties assisting in the implementation,
      administration and management of the Plan. The Employee understands that he
      may
      request a list with the names and addresses of any potential recipients of
      the
      Data by contacting the Plan Administrator. The Employee 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
      Employee'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 Employee
      may elect to deposit any Stock acquired under the Plan. The Employee understands
      that Data will be held only as long as is necessary to implement, administer
      and
      manage participation in the Plan. The Employee 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
      local Plan Administrator in writing. The Employee understands that refusing
      or
      withdrawing consent may affect the Employee's ability to participate in the
      Plan. For more information on the consequences of refusing to consent or
      withdrawing consent, the Employee understands that he or she may contact the
      Plan Administrator at the Company.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    8.    Plan
      Information.
      The
      Employee 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 Employee 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
      Employee's participation in the Plan shall not create a right to further
      employment with Employer and shall not interfere with the ability of Employer
      to
      terminate the Employee's employment relationship at any time with or without
      cause and it is expressly agreed and understood that employment is terminable
      at
      the will of either party, insofar as permitted by law; 

    


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

    


    (f) unless
      otherwise provided in an employment agreement, stock unit, stock unit grants
      and
      resulting benefits are an extraordinary item that does not constitute
      compensation of any kind for services of any kind rendered to the Company or
      the
      Employer, and is outside the scope of the Employee's employment contract, if
      any; 

    


    (g) Stock
      Units, Stock Unit grants and resulting benefits are not part of normal or
      expected compensation or salary for any purposes, including, but not limited
      to
      calculating any severance, resignation, termination, redundancy, end of service
      payments, bonuses, long-service awards, pension or retirement benefits or
      similar payments insofar as permitted by law; 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (h) 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;
      

    


    (i) in
      consideration of this grant of Stock Units, no claim or entitlement to
      compensation or damages shall arise from termination of this grant of Stock
      Units or diminution in value of this grant of Stock Units resulting from
      termination of the Employee's employment by the Company or the Employer (for
      any
      reason whatsoever and whether or not in breach of local labor laws) and the
      Employee irrevocably releases the Company and the Employer from any such claim
      that may arise; if, notwithstanding the foregoing, any such claim is found
      by a
      court of competent jurisdiction to have arisen, then, by accepting the terms
      of
      this Agreement, the Employee shall be deemed irrevocably to have waived any
      entitlement to pursue such claim; and 

    


    (j) notwithstanding
      any terms or conditions of the Plan to the contrary, in the event of involuntary
      termination of the Employee's employment (whether or not in breach of local
      labor laws), the Employee's right to receive benefits under this Agreement,
      if
      any, will terminate effective as of the date that the Employee is no longer
      actively employed and will not be extended by any notice period mandated under
      local law (e.g., active employment would not include a period of "garden leave"
      or similar period pursuant to local law); and the Committee shall have the
      exclusive discretion to determine when the Employee is no longer actively
      employed for purposes of this Agreement. 

    


    
      	
              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 Employee at his or her address
      then on file with the Company. 

    


    (d)
      If
      any change is made to the Stock by reason of any stock split, stock dividend,
      recapitalization, combination of shares, exchange of shares or other change
      affecting the outstanding Stock as a class without the Company’s receipt of
      consideration or any extraordinary dividend paid in cash or other property,
      appropriate equitable proportionate adjustments shall be made by the Plan
      Administrator to the securities issuable under this Agreement, including changes
      to the number of shares issuable, price, if any, to be paid and other
      appropriate adjustments. Such adjustments are to be effected in a manner which
      shall preclude the enlargement or dilution of rights and benefits under this
      Agreement. The adjustments determined by the Plan Administrator shall be final,
      binding and conclusive.

    


    (e)
      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 Employee with respect to the subject matter hereof, and may
      not
      be modified adversely to the Employee's interest except by means of a writing
      signed by the Company and the Employee. 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 contract are contained in the Plan.

    


    (f)
      If
      the Employee 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.


    


    (g)
      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: 	 
	 	 	 
	 	 	 
	 	Employee 	 
	 	 	 
	 	 
	 	Name: 	 




    RETAIN
      THIS AGREEMENT FOR YOUR RECORDS.