THE COMPANY, BRUCKMANN, ROSSER,
SHERRILL & CO., L.P., FURMAN SELZ INVESTORS II, L.P. AND THE OTHER INVESTORS
NAMED THEREIN, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH ITS TERMS (THE
"SECURITIES HOLDERS AGREEMENT").
5.
RIGHTS OF STOCKHOLDER.
SUBJECT TO THE
APPLICABLE TERMS AND PROVISIONS OF THE DELAWARE GENERAL CORPORATION LAW (OR
OTHER APPLICABLE LAW), THE SECURITIES HOLDERS AGREEMENT AND THIS AGREEMENT, THE
EMPLOYEE SHALL HAVE ALL THE RIGHTS OF A STOCKHOLDER WITH RESPECT TO THE
RESTRICTED SHARES, INCLUDING, WITHOUT LIMITATION (A) THE RIGHT TO VOTE THE
RESTRICTED SHARES AND TO RECEIVE ALL CASH DIVIDENDS OR OTHER CASH DISTRIBUTIONS
PAID OR MADE WITH RESPECT THERETO, AND (B) THE RIGHT TO RECEIVE (I) ANY STOCK
AND OTHER SECURITIES OF THE COMPANY (OR ANY CORPORATION WHICH SHALL BE COMBINED
WITH OR INTO WHICH THE COMPANY SHALL BE MERGED) AND (II) ANY OTHER ASSETS WHICH
ARE DISTRIBUTED WITH RESPECT TO, OR IN EXCHANGE FOR, THE RESTRICTED SHARES;
PROVIDED, HOWEVER, THAT THE EMPLOYEE AGREES THAT (X) THE STOCK AND OTHER
SECURITIES AND OTHER ASSETS AS DESCRIBED ABOVE SHALL BE SUBJECT TO THE SAME
RESTRICTIONS AS HEREIN PROVIDED WITH RESPECT TO THE RESTRICTED SHARES AND SHALL
CONTINUE TO BE HELD BY THE COMPANY, AS CUSTODIAN, IN ACCORDANCE WITH AND SUBJECT
TO THE SAME TERMS AND CONDITIONS HEREIN PROVIDED WITH AND RESPECT TO THE
RESTRICTED SHARES AND (Y) ANY CASH DIVIDENDS OR ANY DISTRIBUTIONS PAID OR MADE
WITH RESPECT TO ANY UNVESTED RESTRICTED SHARES SHALL BE HELD IN ESCROW BY THE
COMPANY, AS ESCROWEE FOR THE BENEFIT OF THE EMPLOYEE, UNTIL SUCH TIME AS THE
RESTRICTED SHARES WITH RESPECT TO WHICH ANY SUCH CASH DIVIDENDS OR CASH
DISTRIBUTIONS WERE PAID OR MADE VEST IN ACCORDANCE WITH SECTION 2 HEREOF.
THE
EMPLOYEE AGREES AND UNDERSTANDS THAT NOTHING CONTAINED IN THIS AGREEMENT
PROVIDES, OR IS INTENDED TO PROVIDE, THE EMPLOYEE WITH ANY PROTECTION AGAINST
POTENTIAL FUTURE DILUTION OF HIS STOCKHOLDER INTEREST IN THE COMPANY FOR ANY
REASON.
6.
RESTRICTED SHARE CERTIFICATE.
UPON THE
ISSUANCE OF THE RESTRICTED SHARES PURSUANT TO SECTION 1 HEREOF, THE COMPANY
SHALL PREPARE A SHARE CERTIFICATE OR SHARE CERTIFICATES REGISTERED IN THE NAME
OF THE EMPLOYEE (BUT HELD BY THE COMPANY AS CUSTODIAN UNTIL SUCH RESTRICTED
SHARES SHALL VEST IN ACCORDANCE WITH SECTION 2(A) HEREOF) BEARING THE FOLLOWING
LEGEND (AND ANY OTHER LEGENDS DETERMINED BY THE COMPANY TO BE REQUIRED BY ANY
APPLICABLE LAW):
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT
BE TRANSFERRED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR STATE SECURITIES
LAWS OR AN OPINION OF COUNSEL,
4
SATISFACTORY TO REAL MEX RESTAURANTS, INC., THAT SUCH REGISTRATION IS NOT
REQUIRED.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND
CONDITIONS OF AN AMENDED AND RESTATED SECURITIES HOLDERS AGREEMENT, BY AND AMONG
REAL MEX RESTAURANTS, INC. AND THE HOLDERS SPECIFIED THEREIN, A COPY OF WHICH
AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF REAL MEX RESTAURANTS, INC.
THE