RED ROBIN GOURMET BURGERS, INC. 2007 PERFORMANCE INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT

Exhibit 10.18

RED ROBIN GOURMET BURGERS, INC.
2007 PERFORMANCE INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT

         THIS NONQUALIFIED STOCK OPTION AGREEMENT (this " Option Agreement ") by and between RED ROBIN GOURMET BURGERS, INC. , a Delaware corporation (the " Corporation "), and the grantee of the option (" Grantee ") evidences the nonqualified stock option (the " Option ") granted by the Corporation to the Grantee as to the number of shares of the Corporation's Common Stock(1), the Award (Grant) Date, the Grant (Exercise) Price per share, the Expiration (Expiry) Date(2) and the Vesting Schedule (collectively, the " Grant Terms "), all of which are set forth and described as a Grant and contained in Grantee's Employee Portfolio on the Computershare website (the " Website ") (unless otherwise specified by the Corporation), and expressly incorporated herein by reference, and made a part hereof.

        The Option is granted under the Red Robin Gourmet Burgers, Inc. 2007 Performance Incentive Plan (the " Plan ") and is subject to the Grant Terms, the Terms and Conditions of Nonqualified Stock Option (the " Terms ") contained in this Option Agreement and the Plan. The Option has been granted to the Grantee in addition to, and not in lieu of, any other form of compensation otherwise payable or to be paid to the Grantee. Capitalized terms are defined in the Plan if not defined herein. The Grantee acknowledges receipt of a copy of this Option Agreement, the Grant Terms, the Plan, and the Prospectus for the Plan.

TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTION

1.      Vesting; Limits on Exercise; Incentive Stock Option Status.

        The Option may be exercised only to the extent the Option is vested and exercisable. The Option shall vest and become exercisable as set forth on the Vesting Schedule; for the Option described in the Grant in the Grantee's Employee Portfolio on the Website.

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  Cumulative Exercisability.   To the extent that the Option is vested and exercisable, the Grantee has the right to exercise the Option (to the extent not previously exercised), and such right shall continue, until the expiration or earlier termination of the Option.
  
  

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  No Fractional Shares.   Fractional share interests shall be disregarded, but may be cumulated.
  
  

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  Nonqualified Stock Option.   The Option is a nonqualified stock option and is not, and shall not be, an incentive stock option within the meaning of Section 422 of the Code.

2.      Continuance of Employment/Service Required; No Employment/Service Commitment.

        The vesting schedule described in the Grantee's Employee Portfolio on the Website with respect to the Grant requires continued employment or service through each applicable vesting date as a condition to the vesting of the applicable installment of the Option and the rights and benefits under this Option Agreement. Employment or service for only a portion of the vesting period, even if a substantial portion, will not entitle the Grantee to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or services as provided in Section 4 below or under the Plan.

        Nothing contained in this Option Agreement or the Plan constitutes a continued employment or service commitment by the Corporation or any of its Subsidiaries, affects the Grantee's status, if he or she is an employee, as an employee at will who is subject to termination without cause, confers upon the Grantee any right to remain employed by or in service to the Corporation or any Subsidiary, interferes in any way with the right of the Corporation or any Subsidiary at any time to terminate such employment or service, or affects the right of the Corporation or any Subsidiary to increase or decrease the Grantee's other compensation.

3.      Method of Exercise of Option.

        The Option shall be exercisable by the delivery to the Secretary of the Corporation (or such other person as the Administrator may require pursuant to such administrative exercise procedures as the Administrator may implement from time to time) of:

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  a written notice stating the number of shares of Common Stock to be purchased pursuant to the Option or by the completion of such other administrative exercise procedures as the Administrator may require from time to time,
  
  

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  payment in full for the Exercise Price of the shares to be purchased in cash, check or by electronic funds transfer to the Corporation, or (subject to compliance with all applicable laws, rules, regulations and listing requirements and further subject to such rules as the Administrator may adopt as to any non-cash payment) in shares of Common Stock already owned by the Participant, valued at their Fair Market Value on the exercise date, provided , however , that any shares initially acquired upon exercise of a stock option or otherwise from the Corporation must have been owned by the Participant for at least six (6) months before the date of such exercise;
  
  

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  any written statements or agreements required pursuant to Section 8.1 of the Plan; and
  
  

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  satisfaction of the tax withholding provisions of Section 8.5 of the Plan.

        The Administrator also may, but is not required to, authorize a non-cash payment alternative by notice and third party payment in such manner as may be authorized by the Administrator.

4.      Early Termination/Acceleration of Option.

         4.1     Possible Acceleration of Option upon Change in Control .   &nb