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TERMINATION OF AGREEMENT

Termination Agreement

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This Termination Agreement involves

RUBY TUESDAY INC

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Title: TERMINATION OF AGREEMENT
Governing Law: Tennessee     Date: 7/30/2004
Industry: Restaurants     Sector: Services

TERMINATION OF AGREEMENT, Parties: ruby tuesday inc
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TERMINATION OF
PARTNER AGREEMENT

THIS TERMINATION of Partner Agreement (“Termination”) is made this 6 th day of June, 2004, by and between Ruby Tuesday, Inc., a Georgia corporation (the “Company” or “RTI”), and Robert D. McClenagan, Jr., an individual (“Partner”), with respect to that certain Partner Agreement effective June 6, 2001 between Company and Partner (the “Agreement”).

WHEREAS, Company and Partner are parties to the Agreement; and

WHEREAS, the parties desire to mutually terminate the Agreement pursuant to Section 4.2; and

WHEREAS, capitalized terms not otherwise defined herein shall have the meanings attributed to such terms in the Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants, agreements and conditions herein contained, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1.

TERMINATION OF AGREEMENT . RTI and Partner acknowledge and agree that the Agreement terminated on June 6, 2004 pursuant to Section 4.2. Pursuant to the terms of the Agreement, upon such termination, RTI is to return the Escrow Shares (or the proceeds thereof if the Escrow Shares have been converted or exchanged for other securities in connection with a corporate event affecting RTI’s capital structure) to Partner. Partner hereby affirms that there are no liens or other restrictions against any of the Escrow Shares.



2.

RELEASE . For and in consideration of the sum of $10.00, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Partner, knowingly and voluntarily, waives, settles, releases, and discharges RTI, its subsidiaries and affiliates, and the officers, directors, employees and agents and each of them from any and all claims, demands, damages, actions or causes of action, including any claims for attorneys’ fees which Partner has against RTI arising out of or relating to Partner’s employment with RTI, the Agreement, or the expiration of the Agreement. Partner acknowledges and understands this waiver of rights includes, but is not limited to, any claims Partner may have arising under any federal, state or local laws, ordinances, or regulations pertaining to wrongful discharge or discrimination on the basis of sex, race, color, religion, creed, national origin, age or disability status, and particularly any rights Partner may have pursuant to the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964, as amended, the Employment Retirement Income Security Act, the Fair Labor Standards Act, the Family and Medical Leave Act, the Civil Rights Act of 1866, or relating to Partner’s employment with RTI, the Agreement, or the expiration of the Agreement. Partner waives any right he may have to file suit for any claim Partner may have or assert against RTI including, but not limited to, those which may arise under the laws and statutes named above, and further waives any right to claim or receive damages as a result of any charge of


 
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