0001104659-10-044068 Sample Contracts

RED ROBIN GOURMET BURGERS, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC RIGHTS AGREEMENT Dated as of August 11, 2010
Rights Agreement • August 12th, 2010 • Red Robin Gourmet Burgers Inc • Retail-eating places • Delaware

This Rights Agreement, dated as of August 11, 2010, is by and between Red Robin Gourmet Burgers, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability company, as rights agent (the “Rights Agent”).

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EMPLOYMENT AGREEMENT
Employment Agreement • August 12th, 2010 • Red Robin Gourmet Burgers Inc • Retail-eating places • Colorado

This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of this 11th day of August, 2010 (the “Agreement Date”), by and between RED ROBIN GOURMET BURGERS, INC., a Delaware corporation (the “Company”), and STEPHEN E. CARLEY (“Executive”).

SEPARATION AGREEMENT
Separation Agreement • August 12th, 2010 • Red Robin Gourmet Burgers Inc • Retail-eating places • Colorado

This Separation Agreement (this “Agreement”) is entered into as of the 11th day of August, 2010, by and between Red Robin Gourmet Burgers, Inc. (“Red Robin” or the “Company”) and Dennis B. Mullen (“Mullen”). As used herein, “Parties” means, collectively, Red Robin and Mullen, and “Party” means either Red Robin or Mullen. Terms not otherwise defined herein shall have the meanings ascribed to them in the Employment Agreement (as defined below).

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