RESTRICTED
SHARES PURSUANT TO THIS AGREEMENT IF SUCH ISSUANCE OR DELIVERY WOULD VIOLATE ANY
SUCH REQUIREMENTS.
THE FOREGOING SHALL NOT, HOWEVER, BE DEEMED TO REQUIRE THE
COMPANY TO EFFECT ANY REGISTRATION OR THE RESTRICTED SHARES UNDER ANY SUCH LAW
OR RULES OR REGULATIONS.
14.
BINDING AGREEMENT.
THIS AGREEMENT SHALL
INURE TO THE BENEFIT OF AND BE BINDING UPON, AND ENFORCEABLE BY (A) THE COMPANY
AND ITS SUCCESSORS AND ASSIGNS, AND (B) THE EMPLOYEE AND HIS HEIRS, ESTATE,
LEGAL REPRESENTATIVES OR OTHER BENEFICIARIES; PROVIDED, HOWEVER, THAT THE
EMPLOYEE SHALL NOT BE ENTITLED TO ASSIGN OR OTHERWISE TRANSFER ANY OF ITS RIGHTS
HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY.
15.
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE,
WITHOUT REFERENCE TO THE PRINCIPLES OF CONFLICT OF LAWS.
16.
REFERENCES TO THE EMPLOYEE.
FOR PURPOSES OF
THIS AGREEMENT, ANY REFERENCE TO THE EMPLOYEE SHALL INCLUDE, IF APPROPRIATE, HIS
SPOUSE, HEIRS, LEGATEES, DEVISEES, ESTATE, LEGAL REPRESENTATIVES AND/OR OTHER
BENEFICIARIES.
17.
MISCELLANEOUS.
NO BENEFIT UNDER THIS
AGREEMENT SHALL BE TAKEN INTO ACCOUNT IN DETERMINING ANY BENEFITS UNDER ANY
RETIREMENT, PROFIT-SHARING, LIFE INSURANCE OR OTHER EMPLOYEE BENEFIT PLAN
MAINTAINED BY THE COMPANY.
[signature page follows]
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IN WITNESS WHEREOF, this Agreement has been executed by the undersigned as of
the day and year above written.
REAL MEX RESTAURANTS, INC.
By:
/s/ Harold O. Rosser
Name: Harold O. Rosser
Title: Compensation Committee Chairman of
the Board of Directors
/s/ Steven Lau Tanner
Steven Lau Tanner
[Intentionally withheld]
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