RESTRICTED STOCK UNIT AGREEMENT

THIS RESTRICTED STOCK UNIT AGREEMENT (the “ Agreement ”) is made as of [_________], 200_, by and between Main Street Restaurant Group, Inc., a Delaware corporation (the “ Company ”), and [___________] (the “ Participant ”).

WHEREAS, the Company maintains the __________________ Plan (the “ Plan ”) which authorizes grants of restricted stock units (the “ Restricted Stock Units ”); and

WHEREAS, the Company wishes to make a grant of Restricted Stock Units to the Participant as a means of rewarding and retaining the Participant.

NOW, THEREFORE , the Company and the Participant hereby agree as follows:

1.       Grant Pursuant to Plan . This Restricted Stock Unit award is granted pursuant to the Plan, which is incorporated herein for all purposes. The Participant hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all of the terms and conditions of this Agreement and of the Plan. Unless otherwise provided herein, terms used in this Agreement that are defined in the Plan and not defined herein shall have the meanings attributable thereto in the Plan.

2.       Restricted Stock Unit Award . The Plan Administrator hereby grants to the Participant the following Restricted Stock Units, as of the “Grant Date” specified below:

3.       Vesting and Forfeiture of Restricted Stock Units .

(a)     Vesting . The Participant shall become vested in the Restricted Stock Units as follows:

[insert vesting schedule]

(b)     Forfeiture . The Participant shall forfeit the unvested portion, if any, of the Restricted Stock Units in the event that the Participant’s Continuous Service (as hereinafter defined) is terminated for any reason except death or Disability. For purposes of this Agreement, “ Continuous Service ” means uninterrupted provision of services to the Company in any capacity of employee, consultant, or director. Continuous Service shall not be considered interrupted in the case of (i) any approved leave of absence, (ii) transfers among the Company or any successor entities, in the capacity of employee, consultant or director, or (iii) any change in status as long as the Participant remains in the service of the Company in the capacity of employee, consultant, or director.

(c)     Acceleration of Vesting upon Death or Disability . In the event that the Participant’s Continuous Service is terminated by reason of the Participant’s death or Disability prior to the date on which the Participant’s Restricted Stock Units are fully vested, the Participant automatically shall become 100% vested in the Restricted Stock Units as of the date of the Participant’s death or Disability.

(d)     Acceleration of Vesting upon a Transfer of Control . In the event of a Transfer of Control prior to the date on which the Participant is fully vested in the Restricted Stock Units, the Participant automatically shall become 100% vested in the Restricted Stock Units as of the date of the Transfer of Control.

4.        Settlement of Restricted Stock Unit Award .

(a)     Delivery of Common Stock . The Company shall deliver 100% of the Common Stock corresponding to the vested Restricted Stock Units that are the subject of this Agreement to the Participant on the earlier of (i) [_____________], or (ii) the date on which Participant’s Continuous Service is terminated (such date hereinafter referred to as the “ Delivery Date ”).

(b)     Deferral of Delivery . Notwithstanding the foregoing, the Participant may elect, in a writing received by the Plan Administrator at least twelve (12) months prior to the Delivery Date, to defer that date until any later date (which such date is at least five years after the original Delivery Date).

(c)     Acceleration of Delivery upon a Transfer of Control . In the event of a Transfer of Control, the full amount of the Common Stock corresponding to the Participant's vested Restricted Stock Units shall be distributed to the Participant as soon as administratively practicable following the Transfer of Control.

5.       Rights with Respect to Common Stock Represented by Restricted Stock Unit Award .

(a)     No Rights as Stockholder until Delivery . Except as otherwise provided in this Section 5 , the Participant shall not have any rights, benefits, or entitlements with respect to any Common Stock subject to this Agreement unless and until the Common Stock has been delivered to the Participant. On or after delivery of the Common Stock, the Participant shall have, with respect to the Common Stock delivered, all of the rights of an equity interest holder of the Company, including the right to vote the Common Stock and the right to receive all dividends, if any, as may be declared on the Common Stock from time to time.

(b)     Adjustments . The aggregate number and type of shares subject to this award shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from any s