0000950103-12-006455 Sample Contracts

RUBY TUESDAY, INC.
Make-Whole Award • December 3rd, 2012 • Ruby Tuesday Inc • Retail-eating places • Georgia

THIS MAKE-WHOLE AWARD (the “Make-Whole Award” or “Award”) is made and entered into as of December 3, 2012 (the “Grant Date”) by and between Ruby Tuesday, Inc. (the “Company”), a Georgia corporation, and James J. Buettgen (“Employee”). Upon and subject to the Terms and Conditions attached hereto and incorporated herein by reference, the Company hereby awards as of the Grant Date to Employee a non-qualified stock option (the “Option”), as described below, to purchase the Option Shares and the Restricted Shares, as described below.

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RUBY TUESDAY, INC. INDUCEMENT AND HIGH-PERFORMANCE AWARD
Inducement and High-Performance Award • December 3rd, 2012 • Ruby Tuesday Inc • Retail-eating places • Georgia

THIS INDUCEMENT AND HIGH-PERFORMANCE AWARD (the “Inducement and High-Performance Award” or “Award”) is made and entered into as of December 3, 2012 (the “Grant Date”) by and between Ruby Tuesday, Inc. (the “Company”), a Georgia corporation, and James J. Buettgen (“Employee”). Upon and subject to the Terms and Conditions attached hereto and incorporated herein by reference, the Company hereby awards as of the Grant Date to Employee a non-qualified stock option (the “Option”), as described below, to purchase the Option Shares and the Restricted Shares, as described below.

RUBY TUESDAY, INC. INITIAL AWARD
Initial Award • December 3rd, 2012 • Ruby Tuesday Inc • Retail-eating places • Georgia

THIS INITIAL AWARD (the “Initial Award” or “Award”) is made and entered into as of December 3, 2012 (the “Grant Date”) by and between Ruby Tuesday, Inc. (the “Company”), a Georgia corporation, and James J. Buettgen (“Employee”). Upon and subject to the Terms and Conditions attached hereto and incorporated herein by reference, the Company hereby awards as of the Grant Date to Employee Service-Based Restricted Shares and Performance-Based Restricted Shares as described below.

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