0001144204-10-001981 Sample Contracts

RUBIO’S RESTAURANTS, INC. AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • January 14th, 2010 • Rubios Restaurants Inc • Retail-eating places • California

This AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (the “Agreement”) is entered into by and between Rubio’s Restaurants, Inc., a Delaware corporation (the “Company”), and Frank Henigman, an individual (the “Executive”), dated as of January 8, 2010.

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RUBIO’S RESTAURANTS, INC. RESTRICTED STOCK UNITS AGREEMENT
Restricted Stock Units Agreement • January 14th, 2010 • Rubios Restaurants Inc • Retail-eating places • California

Rubio’s Restaurants, Inc. has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an award (the “Award”) consisting of Restricted Stock Units (the “Units”) subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms conditions of the Rubio’s Restaurants, Inc. 2008 Equity Incentive Plan (the “Plan”), as amended to the Grant Date, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the Shares issuable pursuant to the Award (the “Plan Prospe

RUBIO’S RESTAURANTS, INC. PERFORMANCE BASED RESTRICTED STOCK UNITS AGREEMENT
Performance Based Restricted Stock Units Agreement • January 14th, 2010 • Rubios Restaurants Inc • Retail-eating places • California

Rubio’s Restaurants, Inc. has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an award (the “Award”) consisting of Restricted Stock Units (the “Units”) subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms conditions of the Rubio’s Restaurants, Inc. 2008 Equity Incentive Plan (the “Plan”), as amended to the Grant Date, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the Shares issuable pursuant to the Award (the “Plan Prospe

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