December
19, 2008

    


    Mr.
Daniel E. Pittard

    P.O. Box
7300

    Rancho
Santa Fe, CA 92067

    


    Dear
Dan:

    


    This
letter (the “Amendment”) amends your offer of employment letter, dated August
21, 2006 (the “Offer Letter”), for the position of President and Chief Executive
Officer of Rubio’s Restaurants, Inc. (“Rubio’s” or the “Company”).

    


    The
following three (3) sections of the Offer Letter, entitled “Stock Options,”
“Long Term Incentive” and “Severance Benefits,” are hereby amended and restated
in their entirety as follows:

    


    “Stock
Options:  A non-statutory stock option (Option) for 300,000
shares (Option Shares) of Rubio’s common stock will be granted to you, effective
on your Start Date, at the fair market value of the common stock at the close of
trading on that date, pursuant to Rubio’s 1999 Stock Incentive Plan (1999 Plan).
These options will vest over 4 years as follows: 50% after 24 months of
continuous employment (Initial Vesting Date) and 50% after 48 months of
continuous employment.

    


    In the
event of a Change of Control (as defined below), the Option shall be subject to
acceleration as provided under Article Two, Section III.A of the 1999
Plan.  In addition, if (i) your employment is terminated by the
Company for reasons other than Misconduct (as defined in the 1999 Plan, ignoring
the last sentence of such definition which shall be inoperative with respect to
your employment), death or Permanent Disability (as defined in the 1999 Plan) or
(ii) you resign for Good Reason (as defined below), within twelve (12) months
following such Change of Control, all of the unvested 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 your Option agreement or (ii) the expiration of a one (1)-year
period measured from the date of your separation from the Company.

    


    The
Option shall also provide that in the event of your death or Permanent
Disability, the Option shall vest on a pro rata basis (based on your months of
continuous service to the Company) and shall be exercisable by your personal
representative, heir, designated beneficiary or guardian for 24 months following
your death or Permanent Disability.

    


    Also, if
your employment is terminated by the Company for other than death, Permanent
Disability or Misconduct, the Option shall vest on a pro rata basis, as set
forth in the preceding sentence, and you shall have twelve (12) months following
your date of termination to exercise the Option.”

    


    “Long Term
Incentive:  An award of restricted stock units (RSUs)
representing 42,500 shares of Rubio’s common stock will be granted to you for
the performance period 2007-2009 when the Compensation Committee of the Board
acts to award such long term incentives to management for that period, pursuant
to Rubio’s 2006 Executive Incentive Plan. Such RSUs will be subject to the
annual and cumulative performance goals and objectives fixed by the Compensation
Committee. Generally, in the event of a Change of Control, the shares
represented by the RSUs shall be subject to accelerated vesting as provided in
Article Two, Section III.A of the 1999 Plan with the following
exceptions:


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (i) if an annual goal or objective is
not achieved by the Company, any vesting of shares related to that period shall
be forfeited and not subject to recoupment in a following period notwithstanding
any contrary terms set forth in the RSU;

    


    (ii) if a Change of Control is approved
by the Board during 2007, the unvested shares represented by the RSU shall be
subject to accelerated vesting only if the Company’s performance for 2007
(through the date of the last quarter ended before the Board’s approval) is on
target to achieve the annual goal or objective for 2007; and

    


    (iii) if a Change of Control is
approved by the Board in 2008 or 2009, subject to clause (i) above, the unvested
shares represented by the RSUs shall be subject to accelerated vesting based
solely on the terms and conditions in the 1999 Plan relating to discretionary
option grants.”

    


    “Severance Benefits:
You will be entitled to participate in the Rubio’s Severance Pay Plan, provided,
however, if you are entitled to receive any benefits under this Agreement
following your separation from the Company, you herby waive your rights to
receive benefits pursuant to the Rubio’s Severance Pay Plan.

    


    If (i)
your employment is terminated by the Company for reasons other than Misconduct,
death or Permanent Disability or (ii) you resign for Good Reason, you will be
paid, subject to signing our standard general release agreement and the settling
of all amounts owed to the Company, six (6) months of current base
salary.  In addition, the Company will, if you timely make an election
to continue coverage under the Company’s group health plan pursuant to the
Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), reimburse your
COBRA premiums (or pay you a comparable amount if you do not participate in the
Company’s health insurance plan) for the period of severance or until you become
eligible to participate in another employer’s group benefit plan, whichever
event occurs first.  This would also include continuation of your
participation in the Company’s other health and welfare plans (with the
exception of the 401(k) plan as precluded by our Plan) and continuation of your
life insurance policy during the severance period.  In addition, if
your spouse and/or dependents were enrolled in the Company’s group health plan
on the effective date of your separation from the Company, the Company will pay
the COBRA premiums for your eligible dependents during the same severance
period, but only to the same extent that such dependents’ premiums under such
plan were paid by the Company prior to the effective date of your separation
from the Company.  The provisions in this letter will not affect the
continuation coverage rules under COBRA, except that the Company’s payment of
any applicable premiums during the severance period will be credited as payment
by you for purposes of your payment required under COBRA.  At the
conclusion of the severance period, you will be responsible for the entire
payment of premiums required under COBRA for the remaining duration of your and
your dependents’ eligibility for COBRA, if any.  Nothing in this
letter shall restrict the ability of the Company or its successor from changing
the provider and/or some or all of the terms of such health insurance plan,
provided that all similarly situated participants are treated the
same.  All such severance payments shall be paid to you in one lump
sum upon the effective date of the general release agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    In the
event of (i) a Change of Control and (ii) your employment is terminated by the
Company or its successor or assigns for reasons other than Misconduct, death or
Permanent Disability or you resign for Good Reason, you shall be entitled to
receive severance in the amount of (A) twenty four (24) months base salary less
any salary received by you since the effective date of the Change of Control,
plus (B) one year of your target bonus (which is 50% of your base salary per
fiscal year).  If, after any Change of Control, you voluntarily
resign your employment with the Company or its successor or assigns (without
Good Reason), you shall be entitled to receive severance in the amount of
twelve (12) months base salary less any salary received by you since the
effective date of the Change of Control.  In addition, the Company
will, if you timely make an election to continue coverage under the Company’s
group health plan pursuant to COBRA, reimburse your COBRA premiums (or pay you a
comparable amount if you do not participate in the Company’s health insurance
plan) for the period of severance or until you become eligible to participate in
another employer’s group benefit plan, whichever event occurs first.
..  This would also include continuation of your participation in the
Company’s other health and welfare plans (with the exception of the 401(k) plan
as precluded by our Plan) and continuation of your life insurance policy during
the severance period. In addition, if your spouse and/or dependents were
enrolled in the Company’s group health plan on the effective date of your
separation from the Company, the Company will pay the COBRA premiums for your
eligible dependents during the same severance period, but only to the same
extent that such dependents’ premiums under such plan were paid by the Company
prior to the effective date of your separation from the Company.  The
provisions in this letter will not affect the continuation coverage rules under
COBRA, except that the Company’s payment of any applicable premiums during the
severance period will be credited as payment by you for purposes of your payment
required under COBRA.  At the conclusion of the severance period, you
will be responsible for the entire payment of premiums required under COBRA for
the remaining duration of your eligibility for COBRA, if any.  Nothing
in this letter shall restrict the ability of the Company or its successor from
changing the provider and/or some or all of the terms of such health insurance
plan, provided that all similarly situated participants are treated the
same.  Your eligibility for severance payments and COBRA benefits are
conditioned upon you signing our standard general release agreement and the
settling all amounts owed to the Company.  All such severance payments
shall be paid to you in one lump sum upon the effective date of the general
release agreement.”

    


    The
following Section entitled “Definitions” shall be added to the Offer
Letter:

    


    “Definitions:  The
following terms shall mean:

    


    ‘Good
Reason’ shall mean (i) a failure to elect or reelect you to the offices of
President and Chief Executive Officer of the Company, (ii) a material reduction
in your duties, authorities or power as President and Chief Executive Officer of
the Company without your consent, (iii) a 10% or greater reduction in your base
salary or bonus other than in connection with a company-wide reduction in
executive pay, or (iv) a relocation of the Company’s executive offices, or a
change in your office location, to a location that is in excess of 25 miles from
the current location or your residence.

    


    ‘Change
in 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.”

    


    Except as
expressly amended by this Amendment, the Offer Letter shall remain in full force
and effect.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    If you
wish to accept this Amendment on the terms described herein, please acknowledge
your acceptance by signing below and returning the original to me within three
(3) business days. A copy of this letter has been enclosed for your records. If
you have any questions, please do not hesitate to contact me by calling (760)
505-3889.

    


    Sincerely,

    


    /s/ Ralph
Rubio

    Ralph
Rubio

    Executive
Chairman

    Rubio’s
Restaurants, Inc.

    


    I have
read, understand and accept the terms and conditions of the above offer of
employment.

     

    
      
        
          	
                  Accepted:
      /s/ Daniel
      E. Pittard

                	 	
                  Date:
      December 19,
      2008

                


        

      

    

    Daniel E.
Pittard