**FIRST AMENDMENT TO THE**

**RUBY TUESDAY, INC.**

**2003 STOCK INCENTIVE PLAN**

 

THIS FIRST AMENDMENT is made as of July 6, 2005, by Ruby Tuesday, Inc., a corporation organized and existing under the laws of the State of Georgia (hereinafter called the “Company”).

 

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WHEREAS, the Company maintains the Ruby Tuesday, Inc. 2003 Stock Incentive Plan (the “Plan”) under an amended and restated indenture dated as of July 9, 2003; and

 

WHEREAS, the Company wishes to amend the Plan primarily to reflect an increase in the number of shares authorized for issuance thereunder.

 

|   | NOW, THEREFORE, the Company does hereby amend the Plan as follows: |
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| 1. | By deleting Section 2.2 in its entirety and substituting therefor the following: |
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 “2.2       Stock Subject to the Plan.  Subject to adjustment in accordance with Section 5.2, 18,800,000 shares of Stock (the ‘Maximum Plan Shares’) are hereby reserved exclusively for issuance pursuant to Stock Incentives.  At no time shall the Company have outstanding Stock Incentives and shares of Stock issued in respect of Stock Incentives in excess of the Maximum Plan Shares.  The shares of Stock attributable to the nonvested, unpaid, unexercised, unconverted or otherwise unsettled portion of any Stock Incentive that is forfeited or cancelled or expires or terminates for any reason without becoming vested, paid, exercised, converted or otherwise settled in full shall again be available for purposes of the Plan.  Notwithstanding the foregoing, themaximum aggregate number of shares of the Stock from which grants or awards of Stock Incentives, other than Options, may be made under the Plan shall not exceed twenty-five percent (25%) of the Maximum Plan Shares.”

 

| 2. | By deleting Section 3.2(c) in its entirety and substituting therefor the following: |
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 “(c)        Payment.  Payment for all shares of Stock purchased pursuant to exercise of an Option shall be made in any form or manner authorized by the Committee in the Stock Incentive Agreement or by amendment thereto, including, but not limited to, cash or, if the Stock Incentive Agreement provides, (i) by delivery to the Company of a number of shares of Stock which have been owned by the holder for at least six (6) months prior to the date of exercise having an aggregate Fair Market Value of not less than the product of the Exercise Price multiplied by the number of shares the Participant intends to purchase upon exercise of the Option on the date of delivery; (ii) in a cashless exercise through a broker; provided, however, that any such cashlessexercise is consistent with the restrictions of Section 13(k) of the Securities Exchange Act of 1934 (Section 402 of the Sarbanes-Oxley Act of 2002); (iii) by having a number of shares of Stock withheld, the Fair Market Value of which as of the date of exercise is sufficient to satisfy the Exercise Price; or (iv) by any 

 

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