FIRST AMENDMENT TO RED ROBIN GOURMET BURGERS, INC. EMPLOYEE STOCK PURCHASE PLAN

Exhibit 10.1

FIRST AMENDMENT TO

RED ROBIN GOURMET BURGERS, INC.

EMPLOYEE STOCK PURCHASE PLAN

1.                                        The Employee Stock Purchase Plan (the “ Plan ”) of Red Robin Gourmet Burgers, Inc., a Delaware corporation (the “ Company ”), was approved by the Board of Directors on July 13, 2002, and submitted for approval by the Company’s stockholders, and approved, on July 13, 2002.

2.                                        This First Amendment to Red Robin Gourmet Burgers, Inc. Employee Stock Purchase Plan (this “ Amendment ”) was approved by the Board of Directors on August 4, 2009, in accordance with Section 19(b) of the Plan.  Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.

3.                                        Section 4(b) of the Plan is deleted in its entirety, effective with respect to Offering Periods beginning on or after January 1, 2010.  In addition, all references to the term “Individual Limit” and to Section 4(b) contained in the Plan shall be deleted, and have no further effect.

4.                                        Section 6(b)(iii) of the Plan is deleted and replaced in its entirety, effective with respect to Offering Periods beginning on or after