INDEMNIFICATION AGREEMENT

Exhibit 10.4

INDEMNIFICATION AGREEMENT

by and among

MORTON’S RESTAURANT GROUP, INC.,

MORTON’S OF CHICAGO, INC.

and

[NAME OF INDEMNITEE]

Dated as of                   , 20     

TABLE OF CONTENTS

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is made and entered into as of                   , 20      , by and among [Name of Indemnitee] (the “Indemnitee”), Morton’s Restaurant Group, Inc., a Delaware corporation (“MRG”), and Morton’s of Chicago, Inc., an Illinois corporation (“MOC” and, together with MRG, the “Indemnifying Parties”). References herein to the “Company” shall mean MRG, MOC and each direct or indirect majority-owned subsidiary of any of the foregoing, whether now existing or hereafter acquired or established, and, as applicable, any one or more of the foregoing.

WHEREAS, highly competent persons are becoming more reluctant to serve companies as directors, officers, employees, agents, fiduciaries or in other similar capacities (each a “Covered Position”) unless they are provided with adequate protection against risks of claims and actions against them arising out of their service to and activities on behalf of the company;

WHEREAS, the Board of Directors of MRG and the Board of Directors of MOC each have determined that the potential inability to attract and retain such persons would be detrimental to the best interests of the Indemnifying Parties and their subsidiaries and that the Indemnifying Parties should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS, it is reasonable, prudent and necessary for the Indemnifying Parties contractually to obligate themselves to indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified; and

WHEREAS, the Indemnitee is willing to serve, continue to serve and/or take on additional service for or on behalf of the Company on the condition that the Indemnitee be so indemnified;

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Indemnifying Parties and the Indemnitee do hereby covenant and agree as follows:

Section 1. Services by the Indemnitee . The Indemnitee agrees to serve or continue to serve, as applicable, in one or more Covered Positions with respect to the Company and/or with respect to one or more other entities at the request of the Company. This Agreement does not create or otherwise establish any right on the part of the Indemnitee to be or continue to be nominated, elected and/or appointed to a Covered Position or to serve in any other capacity.

Section 2. Indemnification . The Indemnifying Parties shall, jointly and severally, indemnify the Indemnitee to the fullest extent permitted by applicable law in effect on the date hereof or as such laws may from time to time be amended. Without diminishing the scope of the indemnification provided by this Section 2, the rights of indemnification of the Indemnitee provided hereunder shall include, but shall not be limited to, those rights set forth herein, except to the extent expressly prohibited or limited by applicable law.

Section 3. Action or Proceeding Other Than an Action by or in the Right of the Company . The Indemnitee shall be entitled to the indemnification rights provided in this Section 3 if the Indemnitee is made a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, other than an action by or in the right of the Company, by reason of the

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fact that the Indemnitee is or was serving in one or more Covered Positions with respect to the Company and/or with respect to one or more other entities at the request of the Company and/or by reason of anything done or not done by the Indemnitee in any such capacity. Pursuant to this Section 3, the Indemnitee shall be indemnified against expenses (including attorneys’ fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with such action, suit or proceeding (including, but not limited to, the investigation, defense, settlement and appeal thereof), if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful.

Section 4. Actions by or in the Right of the Company . The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 if the Indemnitee is made a party or is threatened to be made a party to any threatened, pending or completed action or suit brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was serving in one or more Covered Positions with respect to the Company and/or with respect to one or more other entities at the request of the Company and/or by reason of anything done or not done by the Indemnitee in any such capacity. Pursuant to this Section 4, the Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by the Indemnitee in connection with such action or suit (including, but not limited to, the investigation, defense, settlement and appeal thereof) if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, that, no such

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indemnification shall be made in respect of any claim, issue or matter as to which applicable law expressly prohibits such indemnification by reason of an adjudication of liability of the Indemnitee to the Company, unless, and only to the extent that, the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite such adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnification for such expenses as such court shall deem proper.

Section 5. Indemnification for Expenses of Successful Party . Notwithstanding the other provisions of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise (including, without limitation, the dismissal of an action without prejudice) in defense of any action, suit or proceeding referred to in Section 3 or 4 hereof, or in defense of any claim, issue or matter therein, the Indemnitee shall be indemnified against all expenses (including attorneys’ fees) actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection therewith.

Section 6. Indemnification for Expenses of a Witness . To the extent that the Indemnitee is, by reason of the Indemnitee’s serving in one or more Covered Positions with respect to the Company and/or with respect to one or more other entities at the request of the Company, a witness in any action, suit or proceeding, the Indemnitee shall be indemnified against all expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection therewith.

Section 7. Partial Indemnification . If the Indemnitee is only partially successful in the investigation, defense, settlement or appeal of any action, suit or proceeding

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described in Section 3 or 4 hereof, and as a result is not entitled under Section 5 hereof to indemnification for the total amount of the expenses (including attorneys’ fees) actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection therewith, the Indemnifying Parties shall nevertheless, jointly and severally, indemnify the Indemnitee as a matter of right pursuant to Section 5 hereof to the extent the Indemnitee has been partially successful. Nothing contained in the preceding sentence shall be interpreted so as to limit any rights that the Indemnitee may otherwise have under Section 3 or 4 hereof.

Section 8. Determination of Entitlement to Indemnification . Upon written request by the Indemnitee for indemnification pursuant to Section 3 or 4 hereof, the entitlement of the Indemnitee to indemnification pursuant to the terms of this Agreement shall be determined by the following person or persons who shall be empowered to make such determination: (a) by a majority vote of the Disinterested Directors (as defined in Section 18 hereof), even though less than a quorum; or (b) by a committee of Disinterested Directors designated by majority vote of the Disinterested Directors, even though less than a quorum; or (c) if there are no Disinterested Directors or if a majority of the Disinterested Directors so directs, by Independent Counsel (as defined in Section 18 hereof) in a written opinion to the applicable Board of Directors, a copy of which shall be delivered to the Indemnitee; or (d) as applicable, by a vote of the securityholders representing a majority of MRG’s common stock or a majority of MOC’s common stock. Any Independent Counsel selected pursuant to clause (c) of the preceding sentence shall be approved by the Indemnitee. Upon failure to so select such Independent Counsel or upon failure of the Indemnitee to so approve, such Independent Counsel shall be selected by the Chancellor of the State of Delaware or such other person as the Chancellor shall designate to make such selection.

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A determination of entitlement to indemnification shall be made not later than 60 days after receipt by an Indemnifying Party of a written request for indemnification addressed to the Secretar