SECOND AMENDMENT TO THE RUBY
TUESDAY, INC.
EXECUTIVE SUPPLEMENTAL PENSION
PLAN
(AMENDED AND RESTATED AS OF
JANUARY 1, 2007)
THIS SECOND AMENDMENT is made as of
this 31st day of December, 2008, by RUBY TUESDAY, INC. (the
“Primary Sponsor”), a corporation organized and
existing under the laws of the State of Georgia.
W
I T N
E S S E T H
:
WHEREAS, the Primary Sponsor
maintains the Ruby Tuesday, Inc. Executive Supplemental Pension
Plan (the “Plan”), which was established by indenture
effective as of June 1, 1983, and which was last amended and
restated by indenture effective as of
January 1, 2007.
WHEREAS, the Primary Sponsor desires
to amend the Plan to provide the Plan administrator with the
discretion to adjust a participant’s Continuous Service (as
defined in the Plan) under the limited circumstances set forth
herein.
WHEREAS, the amendment effected
hereby have been approved by the Board of Directors of the Primary
Sponsor.
NOW, THEREFORE, the Plan is hereby
amended, effective as of January 1, 2007, by deleting Section 2(y)
in its entirety and by substituting therefor the
following:
“(y) ‘ Separation
from Service ’ means the termination of the service
relationship between a Participant and the Plan Sponsor (and its
affiliates) if the termination constitutes a ‘separation from
service&
