FOURTH AMENDMENT TO
THE
RUBY TUESDAY, INC. 2005 DEFERRED
COMPENSATION PLAN
THIS FOURTH AMENDMENT is made on
this 31st day of December, 2008 by Ruby Tuesday, Inc., a
corporation duly organized and existing under the laws of the State
of Georgia (the “Primary Sponsor”).
INTRODUCTION
:
WHEREAS, the Primary Sponsor
maintains the Ruby Tuesday, Inc. 2005 Deferred Compensation Plan
(the “Plan”), which was last amended and restated by an
indenture effective as of January 1, 2005 and has been subsequently
amended by the First, Second and Third Amendments thereto;
and
WHEREAS, the Primary Sponsor now
desires to amend the Plan to make a technical correction to the
term “Termination of Employment” as that term is used
under the Plan.
NOW, THEREFORE, the Primary Sponsor
does hereby amend the Plan, effective as of January 1, 2007, by
deleting the existing Section 1.22A in its entirety and by
substituting therefor the following:
“1.22A ‘ Termination
of Employment ’ means the termination of the service
relationship between a Member and the Plan Sponsor (and its
affiliates) if the termination constitutes a ‘separation from
service’ under Code Section 409A. Notwithstanding the
foregoing, the service relationship betwe
