Grill Concepts, Inc. Executive Compensation Deferral Plan

Exhibit 10.1

Grill Concepts, Inc.

Executive Compensation Deferral Plan

Table of Contents

Grill Concepts ExecCompDeferralPlan 3-12-08

Section 1 – Statement of Purpose

1.1 This Executive Compensation Deferral Plan is designed and implemented for the purpose of providing to a select group of management or highly compensated employees of the Company (as herein defined), as well as certain other designated individuals who perform services for the Company, the opportunity to accumulate capital on a tax deferred basis, thereby increasing the incentive for such employees and individuals to continue to perform services for the Company.

It is the Company’s intention that the Plan and all elections, deferrals, rights and features, notwithstanding any written terms or provisions to the contrary, be operated in good faith compliance with Section 409 A of the Code and the regulations promulgated thereunder.

Section 2 – Definitions

2.2 “Account Balance” means the amount as denominated in dollars credited to a Participant’s Account as indicated by the records of the Company as maintained by the Plan Administrator.

2.3 “Administrator” means the person designated by the Board pursuant to Section 3.1 to administer the Plan on behalf of the Company.

2.4 “Affiliate” means (a) a corporation that is a member of the same controlled group of corporations (within the meaning of section 414(b) of the Code) as the Company, (b) a trade or business (whether or not incorporated) under common control (within the meaning of section 414(c) of the Code) with the Company, (c) any organization (whether or not incorporated) that is a member of an affiliated service group (within the meaning of section 414(m) of the Code) that includes (i) the Company, (ii) a corporation described in clause (a) of this definition or (iii) a trade or business described in clause (b) of this definition, or (d) any other entity that is required to be aggregated with the Company pursuant to regulations promulgated under section 414(o) of the Code by the U.S. Treasury Department. A corporation, trade or business or entity shall be an Affiliated employer only for such period or periods of time during which such corporation, trade or business or entity is described in the preceding sentence.

2.5 “Beneficiary” means the person to whom the balance in a deceased Participant’s account is payable, as designated by a Participant in writing on a form satisfactory to the Company. In the absence of any living designated Beneficiary, a deceased Participant’s Beneficiary shall be the deceased Participant’s then living spouse, if any, for his or her life; if none, or from and after such spouse’s death, then the living children of the deceased Participant, if any, in equal shares, for their joint and survivor lives; and if none, or after their respective joint and survivor lives, the estate of the deceased Participant.

2.6 “Board” means the Board of Directors of the Company, or any committee of such Board that is authorized to oversee, administer and amend the Plan.

2.7 “Code” means the Internal Revenue Code of 1986, as it may be amended from time to time.

2.8 “Company” means Grill Concepts, Inc., as well as any successor(s) that shall maintain this Plan.

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2.9 “Deferral Election” means the provisions of the Participant Enrollment Form and Election providing for the Participant to elect to defer a portion of his or her salary and/or bonus, as amended from time to time.

2.10 “Disability” means a situation where a Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company. The Disability of a Participant shall be determined by a licensed physician selected by the Company.

2.11 “Effective Date” means April 1, 2008.

2.12 “Employee” means an employee of the Company.

2.13 “ERISA” means the Employee Retirement Income Security Act of 1974, as may be amended from time to time.

2.14 “Participant” means an Employee who participates in the Plan as provided in Section 4 and who has not for any reason become ineligible to participate further in the Plan. An individual shall continue to be a Participant until all benefits payable to the Participant under this Plan have been distributed. Members of the Company’s Board of Directors and independent contractors performing services for the Company may, under rules that may be promulgated by the Board, be included as Participants.

2.15 “Participation Agreement” means a written agreement between a Participant and the Company in substantially the form attached hereto as Exhibit A.

2.16 “Plan” means the Grill Concepts, Inc. Executive Compensation Deferral Plan, as contained in this document, including all amendments thereto.

2.17 “Plan Year” means the Plan’s accounting year of twelve (12) months commencing on January 1 of each year and ending the following December 31. The initial Plan Year shall be April 1, 2008 through December 31, 2008.

2.18 “Severe Financial Hardship” shall have the meaning set forth in Section 7.3.

2.19 “Termination” means the separation from service with the Company or any of its Affiliates, as described in Treasury Regulation § 1.409A-l(h).

2.20 “Vested” means the nonforfeitable portion of any Account maintained on behalf of a Participant.

Section 3 – Plan Administration

3.1 Powers and Duties of the Administrator . The Company shall appoint the Plan Administrator, who shall administer the Plan for the exclusive benefit of the Participants and their Beneficiaries, subject to the specific terms of the Plan. The Administrator shall administer the Plan in accordance with its terms and shall have the power and discretion to construe the terms of the Plan and to determine all questions arising in connection with the administration, interpretation, and application of the Plan, including the making of any factual determinations. The Administrator may establish procedures, correct any defect, supply any information, or

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reconcile any inconsistency in such manner and to such extent as shall be deemed necessary or advisable to carry out the purpose of the Plan; provided, however, that any procedure, discretionary act, interpretation or construction shall be done in a nondiscriminatory manner based upon uniform principles consistently applied. The Administrator shall have all powers necessary or appropriate to accomplish his duties under this Plan.

The Administrator shall be charged with the duties of the general administration of the Plan, including, but not limited to, the following:

(a) The discretion to determine all questions relating to the eligibility of Employees to participate or remain a Participant hereunder and to receive benefits under the Plan;

(b) To compute and make determinations with respect to the amount of benefits to which any Participant shall be entitled hereunder;

(c) To authorize and make nondiscretionary or otherwise directed disbursements to Participants, provided that such distributions are made in compliance with Code Section 409A and the regulations promulgated thereunder;

(d) To maintain all necessary records for the administration of the Plan;

(e) To interpret the provisions of the Plan and to make and publish such rules for the regulation of the Plan as are consistent with the terms hereof and Code Section 409A and the regulations promulgated thereunder;

(f) To prepare and implement a procedure to notify employees that they have been selected as eligible to participate in the Plan;

(g) To assist any Participant regarding his rights, benefits, or elections available under the Plan.

The Company shall indemnify, hold harmless and defend the Administrator from any liability which the Administrator may incur in connection with the performance of his or her duties in connection with this Plan, so long as the Administrator was acting in good faith and within what the Administrator reasonably understood to be the scope of his or her duties.

3.2 Records and Reports . The Administrator shall keep a record of all actions taken and shall keep all other books of account, records, and other data that may be necessary for proper administration of the Plan and shall be responsible for supplying all information and reports to the Company, Participants and Beneficiaries.

3.3 Participant Statement . The Administrator shall provide each Participant each Plan Year a statement indicating that Participant’s Account Balance.

3.4 Information from Company . To enable the Administrator to perform his functions, the Company shall supply relevant information to the Administrator on matters relating to the compensation of all Participants, their death, Disability, or Termination, and such other pertinent facts as the Administrator may require. The Administrator may rely upon such information as is supplied by the Company and shall have no duty or responsibility to verify such information.

3.5 Claims Procedure . Claims for benefits under the Plan may be filed with the Administrator on forms supplied by the Company. Written or electronic notice of the disposition of a claim shall be furnished to the claimant within 90 days after the claim is filed. If additional time (up to 90 days) is required by the Administrator to process the claim, written notice shall be

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provided to the claimant within the initial 90 day period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Administrator expects to render a determination.

If the request for benefits is based on the claimant’s Disability, written or electronic notice of the disposition of a claim shall be furnished to the claimant or claimant’s authorized representative within 45 days after the claim is filed. If additional time (up to 30 days) is required by the Administrator, written notice shall be provided to the claimant within the initial 45 day period, which additional time may be extended for another 30 days upon written notice.

In the event the claim is denied in whole or in part, the notice shall set forth in language calculated to be understood by the claimant (i) the specific reason or reasons for the denial, (ii) specific reference to pertinent Plan provisions on which the denial is based, (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary, and (iv) a description of the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the claimant’s right, if any, to bring a civil action under Section 502(a) of ERISA, following an adverse benefit determination on review.

3.6 Claims Review Procedure . Any Participant, former Participant, or Beneficiary who has been denied a benefit by a decision of the Administrator pursuant to Section 3.5 shall be entitled to request the Administrator to give further consideration to his claim by filing with the Administrator a request for a hearing. Such request, together with a written statement of the reasons why the claimant believes his claim should be allowed, shall be filed with the Administrator no later than 60 days after receipt of the written notification of the denial of the claim provided for in Section 3.5. The claimant shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claimant’s claim for benefits. The Administrator shall then conduct a hearing within the next 60 days, at which the claimant shall have an opportunity to submit comments, documents, records and other information relating to the claim without regard to whether such information was submitted or considered in the initial benefit determination.

The Administrator shall make a final decision as to the allowance of the claim within 60 days of receipt of the appeal (unless there has been an extension due to special circumstances, provided the delay and the special circumstances occasioning it are communicated to the claimant in writing within the 60 day period), and a decision shall be rendered as soon as possible but not later than 110 days after receipt of the request for review; provided, however, in the event the claimant fails to submit information necessary to make a benefit determination on review, such period shall be tolled from the date on which the extension notice is sent to the claimant until the date on which the claimant responds to the request for additional information. The decision on review shall be written or electronic and, in the case of an adverse determination, shall include specific reasons for the decision, in a manner calculated to be understood by the claimant, and specific references to the pertinent Plan provisions on which the decision is based. The decision on review shall also include (i) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claimant’s claim for benefits, (ii) a statement describing any voluntary appeal procedures offered by the Plan, (iii) a statement of the claimant’s right, if any, to bring an action under Section 502(a) of ERISA and (iv) specific reasons for the decision and specific references to the pertinent Plan provisions on which the decision is based.

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3.7 Binding Arbitration . Except as otherwise provided in Sections 3.5 and 3.6, any dispute, controversy or claim between the Company and a claimant (or any successors thereto), whether arising out of or relating to the Plan, the breach of the Plan, or otherwise, shall be settled by arbitration in Los Angeles, California, administered by the American Arbitration Association (the “AAA”), with any such dispute or controversy arising under the Plan being so administered in accordance with its National Rules for the Resolution of Employment Disputes then in effect as modified by the Plan, and judgment on the award rendered pursuant to arbitration under the Plan shall be final and binding upon the parties, and any judgment upon such an award may be entered and enforced in any court having jurisdiction thereof.

The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. The arbitrator’s decision, however, shall be consistent with the provisions of the substantive law governing the claims asserted and shall not vary from those substantive legal provisions in terms of the scope of either rights or remedies. Also, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and the claimant. The Company and each Participant acknowledge that the Plan evidences a transaction involving interstate commerce. Notwithstanding any choice of law provision included in the Plan, the United States Federal Arbitration Act shall govern the interpretation and enforcement of this arbitration provision. To the extent this Section 3.7 is deemed a separate agreement independent from the Plan, Articles 12 and 13 are incorporated in this Section 3.7 by reference.

A claimant may commence an arbitration only after first exhausting the provisions of the Claims Procedure and Claims Review Procedure described in Sections 3.5 and 3.6. Either party (the “Initiating Party”) may commence an arbitration by submitting a Demand for Arbitration under the AAA Rules and by notice to the other Party (the “Respondent”) in accordance with Section 12.12. Such notice shall set forth in reasonable detail the basic operative facts upon which the Initiating Party seeks relief and specific reference to the provisions of the Plan, the amount claimed, if any, and any nonmonetary relief sought against the Respondents. After the initial list of issues to be resolved has been submitted, the arbitrators shall permit either party to propose additional issues for resolution in the pending proceedings. For purposes of this Section 3.7, the “commencement of the arbitration proceeding” shall be deemed to be the date upon which the Demand for Arbitration has been received by the AAA.

The parties shall attempt, by agreement, to nominate a sole arbitrator for confirmation by the AAA. If the parties fail so to nominate a sole arbitrator within 30 days from the date following the submission of an initial list of potential arbitrators by the AAA to the parties, a board of three arbitrators shall be appointed by the parties jointly or, if the parties cannot agree as to three arbitrators within such 60 days after the submission of an initial list of potential arbitrators by the AAA to the parties, then one arbitrator shall be appointed by each of the Company and the claimant within 90 days after the subm