Exhibit 10.1
RED ROBIN GOURMET BURGERS,
INC.
RESTRICTED STOCK GRANT
AGREEMENT
This Restricted Stock Grant
Agreement (this “ Agreement ”) between RED ROBIN
GOURMET BURGERS, INC. (the “ Corporation ”) and
[
]
(“ Participant ”) is dated effective
[ ]
(the “ Date of Grant ”).
RECITALS
A.
The Board has adopted, and the
stockholders have approved, the Red Robin Gourmet
Burgers, Inc. 2007 Performance Incentive Plan (the “
Plan ”);
B.
The Plan provides for the granting
of restricted stock awards to eligible participants as determined
by the Administrator; and
C.
The Administrator has determined
that Participant is a person eligible to receive a restricted stock
award under the Plan and has determined that it would be in the
best interest of the Corporation to grant the restricted stock
award provided for herein.
AGREEMENT
1.
Grant of Restricted
Stock .
(a)
Stock . Pursuant to the Plan, Participant is
hereby awarded
[ ]
shares of the Corporation’s common stock (the “
Common Stock ”), subject to the conditions of the Plan
and this Agreement (the “ Restricted Stock
”).
(b)
Plan Incorporated
. Participant acknowledges
receipt of a copy of the Plan, and agrees that, except as
contemplated by Section 12 below, this award of Restricted
Stock shall be subject to all of the terms and conditions set forth
in the Plan, including future amendments thereto, if any, pursuant
to the terms thereof, which Plan is incorporated herein by
reference as a part of this Agreement. Except as defined
herein, capitalized terms shall have the same meanings ascribed to
them under the Plan.
2.
Vesting and Forfeiture
. Participant shall vest in
his or her rights under the Restricted Stock pursuant to the
following schedule (each date upon which vesting occurs being
referred to herein as a “ Vesting Date
”):
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Date
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Number of
Shares Vested
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The foregoing notwithstanding, vesting pursuant
to the foregoing schedule shall occur on a Vesting Date only if
Participant remains employed by or provides services to the
Corporation from the Date of Grant to such Vesting Date. If
Participant ceases to be employed by or ceases to provide services
to the Corporation at any time prior to the final Vesting Date, all
unvested Restricted Stock shall be forfeited immediately on the
date that Participant’s employment or service is terminated
and the Participant shall have no further rights with respect to
such Restricted Stock.
3.
Accelerated Vesting of Restricted
Stock .
(a)
As provided in Section 7.3 of
the Plan, if the Corporation undergoes a Change in Control Event,
any unvested Restricted Stock held by Participant will become fully
vested. However, if Participant is designated on the
Corporation’s payroll records as a Tier 1 or Tier 2 executive
or above or an executive officer on the date of the Change in
Control Event, no Restricted Stock will vest solely on account of a
Change in Control Event unless such Participant’s employment
with the Corporation is terminated without Cause (as defined below)
within the two-year period following such Change in Control
Event.
(b)
For purposes of this Agreement,
“ Cause ” means that Participant:
(i)
has been negligent in the discharge
of his or her duties to the Corporation or any of its Subsidiaries,
has refused to perform stated or assigned duties or is incompetent
in or (other than by reason of a disability or analogous condition)
incapable of performing those duties;
(ii)
has been dishonest or committed or
engaged in an act of theft, embezzlement or fraud, a breach of
confidentiality, an unauthorized disclosure or use of inside
information, customer lists, trade secrets or other confidential
information; has breached a fiduciary duty, or willfully and
materially violated any other duty, law, rule, regulation or policy
of the Corporation, any of its Subsidiaries or any affiliate of the
Corporation or any of its Subsidiaries; or has been convicted of a
felony or misdemeanor (other than minor traffic violations or
similar offenses);
(iii)
has materially breached any of the
provisions of any agreement with the Corporation, any of its
Subsidiaries or any affiliate of the Corporation or any of its
Subsidiaries; or
(iv)
has engaged in unfair competition
with, or otherwise acted intentionally in a manner injurious to the
reputation, business or assets of, the Corporation, any of its
Subsidiaries or any affiliate of the Corporation or any of its
Subsidiaries; has improperly induced a vendor or customer to enter
into, break or terminate any contract with the Corporation, any of
its Subsidiaries or any affiliate of the Corporation or any of its
Subsidiaries; or has induced a principal for whom the Corporation,
any of its Subsidiaries or any affiliate of the Corporation or any
of its Subsidiaries acts as agent to terminate such agency
relationship.
4.
Issuance and Limits on
Transferability .
Shares of Restricted Stock shall not be transferable except by will
or the laws of descent and distribution or pursuant to a
beneficiary designation, or as otherwise permitted by
Section 5.7 of the Plan. No right or benefit
hereunder
2
shall in any manner be liable for or subject to
any debts, contracts, liabilities, or torts of Participant.
Any purported assignment, alienation, pledge, attachment, sale,
transfer or other encumbrance of shares of unvested
Restricte
