ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

On November 3, 2022, Red Robin Gourmet Burgers, Inc. (the "Company") filed a Current Report on Form 8-K (the "Original Form 8-K") reporting various executive transitions including the departures of Lynn Schweinfurth, the Company's Executive Vice President and Chief Financial Officer, Jonathan Muhtar, the Company's Executive Vice President and Chief Concept Officer, and Darla Morse, the Company's Executive Vice President and Chief Information Officer. As previously disclosed, Ms. Schweinfurth will remain as a special advisor to the Company until December 31, 2022, to work with the Company's management team to ensure a smooth transition of the responsibilities of the Chief Financial Officer. As of the date of the Original Form 8-K, no new compensatory arrangements had been entered into in connection with the departures of Ms. Schweinfurth, Mr. Muhtar or Ms. Morse.

In connection with the departures of Ms. Schweinfurth and Ms. Morse (the "Executives"), the Company has agreed to provide to each Executive, pursuant to a severance agreement between the Company and Ms. Schweinfurth dated as of November 14, 2022 and a severance agreement between the Company and Ms. Morse dated as of November 11, 2022 (each, a "Severance Agreement"), in addition to any accrued but unpaid benefits or obligations: (i) a lump-sum cash payment of which equals twelve (12) months of each Executive's base salary prior to their respective departure, which in the case of (a) Ms. Schweinfurth, shall be $490,000, and (b) Ms. Morse, shall be $390,000, (ii) a lump-sum cash payment in an amount equal to the annual bonus that becomes payable, if any, in respect of the 2022 fiscal year to the Executive, based on actual performance and payable at the same time such payments are made to other employees of the Company generally, (iii) a lump-sum cash payment in the amount equal to the product of (x) the number of the Executive's time-based restricted stock units outstanding as of the date of separation that would have vested during the 2023 calendar year (if the Executive's employment with the Company had not terminated), multiplied by (y) $7.50, (iv) subject to the Executive's timely election of continued healthcare coverage under COBRA, a lump sum cash payment within 30 days after such election in an amount equal to the product of (x) the portion of monthly premiums of the Executive's group health insurance, including coverage for the Executive's eligible dependents, that the Company paid immediately prior to the date of separation, and (y) 12, (v) a lump-sum cash payment equal to the amount of the Executive's annual life insurance premiums, and (vi) a lump-sum cash payment in the amount of $15,000 for executive outplacement services. Each Executive shall forfeit all of their outstanding and unvested restricted stock units, performance stock units and stock options, and any vested stock options will remain outstanding and exercisable for the designated period under the applicable award agreement. Each Executive's receipt of the severance benefits mentioned in this paragraph is subject to their execution of a waiver and release of claims in favor of the Company and its affiliates. Each Executive shall be subject to certain restrictive covenants, including nondisclosure of confidential information, return of Company property, and, for the twelve months following the date of separation, non-competition and non-solicitation of employees, suppliers, and business relations of the Company. Each Severance Agreement also includes post-employment cooperation and non-disparagement covenants as well as a general release of claims against the Company by each Executive.

The foregoing description of the terms of each Severance Agreement is qualified in its entirety by reference to the full terms of each Severance Agreement, each of which is filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference.

As of the date of this report, no new compensatory arrangements have been entered into in connection with the departure of Mr. Muhtar. The Company expects to enter into a severance agreement between the Company and Mr. Muhtar, the material terms of which will be disclosed in an amendment to the Original Form 8-K.

ITEM 9.01 Financial Statements and Exhibits.






(d)  Exhibits



Exhibit No.   Description
   10.1         Severance Agreement, by and between Red Robin Gourmet Burgers,
              Inc. and Darla Morse, dated November 11, 2022
   10.2         Severance Agreement, by and between Red Robin Gourmet Burgers,
              Inc. and Lynn Schweinfurth, dated November 14, 2022
    104       Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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