RUBIO’S
RESTAURANTS, INC.

    


    ADDENDUM

    TO

    STOCK
OPTION AGREEMENT

     

    The
following provisions are hereby incorporated into, and are hereby made a part
of, that certain Stock Option Agreement (the “Option
Agreement”) by and between Rubio’s Restaurants, Inc. (the “Company”)
and ______________________________________ (“Optionee”)
evidencing the stock option granted on _____________ to Optionee (the “Option”)
under the terms of the Company’s 1999 Stock Incentive Plan (the “Plan”),
and such provisions shall be effective immediately.  All capitalized
terms in this Addendum, to the extent not expressly defined herein, shall have
the meanings assigned to them in the Plan.  Any capitalized terms
defined herein and in the Plan or the Option Agreement, shall have the meanings
assigned to them herein.

     

    INVOLUNTARY
TERMINATION FOLLOWING

    CHANGE
OF CONTROL

     

    1.      To
the extent the Option is, in connection with a Corporate Transaction (including
a Change of Control as defined herein), assumed or replaced in accordance with
Section III.A of Article Two of the Plan, none of the Option Shares shall vest
on an accelerated basis upon the occurrence of the Corporate Transaction
(including a Change of Control as defined herein), and Optionee shall
accordingly continue, over his or her period of employment following the
Corporate Transaction (including a Change of Control as defined herein), to vest
in the Option Shares in one or more installments in accordance with the
provisions of the Option Agreement.  However, upon an Involuntary
Termination of Optionee’s employment within twelve (12) months following a
Change of Control, all of the Option Shares at the time subject to the Option
shall automatically vest in full on an accelerated basis so that the Option
shall immediately become exercisable for all the Option Shares as fully-vested
shares and may be exercised for any or all of those Option Shares as vested
shares.  The Option shall remain so exercisable until the earlier of (i) the
expiration of the Option pursuant to the terms of the Option Agreement or (ii)
the expiration of a one year period measured from the date of the Involuntary
Termination.

     

    2.      For
purposes of this Addendum, “Cause”
shall mean Optionee’s: (i) acts of theft, embezzlement, fraud, material
dishonesty or misappropriation of any of the Company’s (or a surviving entity’s
following a Change of Control) property, or conviction for, or the entry of a
plea of guilty or nolo contendere to, any felony, or to any other crime
involving dishonesty, moral turpitude, fraud or embezzlement; (ii) breach of
Company’s [insert
title of Nondisclosure or Confidentiality Agreement], which shall not be
subject to any cure; (iii) breach of any material provision of any written
agreement between Optionee and the Company (or the surviving entity following a
Change of Control), other than a breach as described in subsection (ii) above,
and failure of Optionee to cure such beach, if susceptible to cure, within ten
(10) days following Optionee’s receipt of written notice of such breach; (iv)
failure or refusal to perform, or material negligence in the performance of,
duties to the Company (or the surviving entity following a Change of Control),
or refusal or failure to follow or carry out any reasonable direction of the
board of directors of the Company (or of the applicable supervisory personnel of
the surviving entity following a Change of Control), which failure or refusal,
if susceptible to cure, remains uncured or continues or recurs after ten (10)
days following Optionee’s receipt of written notice specifying the nature of
such failure or refusal; (v) inability to perform the essential functions of
Optionee’s position, with or without reasonable accommodation, due to a mental
or physical disability; or (vi)  death.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    3.      For
purposes of this Addendum, a “Change of
Control” shall mean the occurrence of any of the following: (i) the sale,
lease, conveyance or other disposition of all or substantially all of the
Company’s assets to any “person” (as such term is used in Section 13(d) of the
Exchange Act of 1934, as amended), entity or group of persons acting in concert;
(ii) any person or group of persons becoming the “beneficial owner” (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
the Company representing 50% or more of the total voting power represented by
the Company’s then outstanding voting securities; (iii) a merger, consolidation
or other transaction of the Company with or into any other corporation, entity
or person, other than a transaction in which the holders of at least 50% of the
shares of capital stock of the Company outstanding immediately prior thereto
continue to hold (either by voting securities remaining outstanding or by their
being converted into voting securities of the surviving entity or its
controlling entity) at least 50% of the total voting power represented by the
voting securities of the Company or such surviving entity (or its controlling
entity) outstanding immediately after such transaction; or (iv) a contest for
the election or removal of members of the Board of Directors of the Company that
results in the removal from the Board of at least 50% of the incumbent members
of the Board.

     

    4.      For
purposes of this Addendum, “Good
Reason” shall mean Optionee’s resignation within sixty (60) days after
the occurrence of any of the following events without Optionee’s consent: (i) a
material reduction in the aggregate level of Optionee’s base salary and
incentive compensation opportunity (other than Company-wide reductions or
reductions generally applicable to positions of comparable management authority
within the surviving entity following a Change of Control); (ii) a material
reduction of Optionee’s duties, responsibilities and requirements so that
Optionee’s duties are no longer consistent with Optionee’s position immediately
prior to a Change of Control; or (iii) relocation of Optionee’s primary place of
employment by the Company (or the surviving entity following a Change of
Control) to a facility or location more than fifty (50) miles from Optionee’s
primary place of employment immediately prior to the Change in
Control.

     

    5.      For
purposes of this Addendum, an “Involuntary
Termination” shall mean (i) the termination of Optionee’s employment by
the Company (or the surviving entity following a Change of Control) for reasons
other than for Cause or (ii) Optionee’s resignation for Good Reason, as those
terms are defined herein.

     

    6.      Nothing
in this Addendum to Stock Option Agreement confers upon Optionee any right to
continue in service to the Company (or the surviving entity following a Change
of Control) for any period of specific duration or interfere with or otherwise
restrict in any way the rights of the Company or any surviving entity following
a Change of Control, which rights are expressly reserved by each, to terminate
Optionee’s service to the Company or any surviving entity following a Change of
Control at any time for any reason, with or without cause, and with or without
prior notice.

     

    
      
         


      

      
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    IN
WITNESS WHEREOF, Rubio’s Restaurants, Inc. has caused this Addendum to be
executed by its duly-authorized officer as of the Effective Date specified
below.

     

    
      
        
          
            
              
                
                  	
                          RUBIO’S RESTAURANTS, INC.

                        
	 
      
	

                          By: 

                        	 
      
	 
      	 
      
	
                          Title:

                        	
                           

                        
	 
      	 
      
	
                          Its:

                        	
                           

                        


                

              

            

          

        

      

    

     

    EFFECTIVE
DATE:  ____________, 2008


    
      
         


      

      
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