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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.           )

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RED ROBIN GOURMET BURGERS, INC.
6312 South Fiddler's Green Circle, Suite 200N
Greenwood Village, CO 80111
(303) 846-6000

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On May 28, 2009

To our Stockholders:

        The annual meeting of stockholders of Red Robin Gourmet Burgers, Inc. will be held at 9:00 a.m. MDT, on Thursday, May 28, 2009, at our corporate headquarters, located at 6312 South Fiddler's Green Circle, Suite 200N, Greenwood Village, Colorado 80111, for the following purposes:

1)

To elect J. Taylor Simonton, James T. Rothe and Richard J. Howell as Class I directors of the Company for three-year terms;



2)

To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 27, 2009; and



3)

To transact such other business as may properly come before the meeting.

        Stockholders of record at the close of business on April 6, 2009 are entitled to notice of, and to vote at, the annual meeting or any postponement or adjournment thereof.

        Your attention is directed to the accompanying proxy statement, which includes information about the matters to be considered at the annual meeting and certain other important information. We encourage you to carefully review the entire proxy statement.

        Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 28, 2009:

        The proxy statement and proxy card are available at http://www.redrobin.com/eproxy.htm.

        We cordially invite you to attend the annual meeting. Whether or not you plan to attend, please sign and return the enclosed proxy card as promptly as possible in the envelope enclosed for your convenience. Should you receive more than one proxy card because your shares are registered in different names and addresses, each proxy card should be signed and returned to assure that all your shares will be voted. Mailing your completed proxy card will not prevent you from voting in person at the meeting if you wish to do so.

        Accompanying this notice and proxy statement is a copy of our 2008 Annual Report on Form 10-K.

		By Order of the Board of Directors,
		Dennis B. Mullen Chairman and Chief Executive Officer

Greenwood Village, Colorado
April 17, 2009

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RED ROBIN GOURMET BURGERS, INC.
6312 South Fiddler's Green Circle, Suite 200N
Greenwood Village, CO 80111
(303) 846-6000

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
May 28, 2009

        The board of directors of Red Robin Gourmet Burgers, Inc. (the "Company") is soliciting the enclosed proxy for use at our annual meeting of stockholders to be held on Thursday, May 28, 2009, beginning at 9:00 a.m. MDT, at our corporate headquarters, located at 6312 South Fiddler's Green Circle, Suite 200N, Greenwood Village, Colorado 80111, and at any time and date to which the annual meeting may be properly adjourned or postponed. This Proxy Statement and the accompanying Notice of Annual Meeting of Stockholders describe the purpose of the annual meeting. Distribution of these proxy solicitation materials is scheduled to begin on or about April 17, 2009. The proxy statement and proxy card are also available at http://www.redrobin.com/eproxy.htm.

ABOUT THE MEETING

What is the purpose of the annual meeting?

        At our annual meeting, stockholders will vote on the following two items of business:

1.

Election of J. Taylor Simonton, James T. Rothe and Richard J. Howell as Class I directors of the Company for three-year terms; and



2.

Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 27, 2009.

        You will also vote on such other matters as may properly come before the meeting or any postponement or adjournment thereof.

What are the Board's recommendations?

        Our board of directors recommends that you vote:

•

FOR election of each of the three (3) nominated directors (see Proposal 1); and



•

FOR ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 27, 2009 (see Proposal 2).

        With respect to any other matter that properly comes before the meeting, the proxy holders will vote as recommended by the board of directors or, if no recommendation is given, in their own discretion.

What shares are entitled to vote?

        As of April 6, 2009, the record date for the meeting, we had 15,527,228 shares of common stock outstanding. Each share of our common stock outstanding on the record date is entitled to one vote on all items being voted on at the meeting. You can vote all of the shares that you owned on the record date. These shares include: (1) shares held directly in your name as the stockholder of record, and (2) shares held for you as the beneficial owner through a stockbroker, bank or other nominee.

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What is the difference between holding shares as a stockholder of record and as a beneficial owner?

        Most stockholders hold their shares through a broker or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

        Stockholder of Record.    If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, you are considered, with respect to those shares, the stockholder of record, and we are sending these proxy materials directly to you. As the stockholder of record, you have the right to grant your voting proxy directly to the named proxy holder or to vote in person at the meeting. We have enclosed a proxy card for you to use.

        Beneficial Owner.    If your shares are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you together with a voting instruction card. As the beneficial owner, you have the right to direct your broker, trustee or nominee how to vote and are also invited to attend the annual meeting.

        Since a beneficial owner is not the stockholder of record, you may not vote these shares in person at the meeting unless you obtain a "legal proxy" from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the meeting. Your broker, trustee or nominee has enclosed or provided voting instructions for you to use in directing the broker, trustee or nominee how to vote your shares.

Who may attend the meeting?

        All stockholders as of the record date, or their duly appointed proxies, may attend the meeting. If you are not a stockholder of record but hold shares through a broker or nominee (i.e., in street name), you should provide proof of beneficial ownership on the record date, such as your most recent account statement prior to April 6, 2009, a copy of the voting instruction card provided by your broker, trustee or nominee, or other similar evidence of ownership. Registration and seating will begin at 8:30 a.m. Cameras, recording devices and other electronic devices will not be permitted at the meeting.

How may I vote my shares in person at the annual meeting?

        Shares held in your name as the stockholder of record may be voted in person at the annual meeting. Shares held beneficially in street name may be voted in person only if you obtain a legal proxy from the broker, trustee or nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the annual meeting, we recommend that you also submit your proxy or voting instructions prior to the meeting as described below so that your vote will be counted if you later decide not to attend the meeting.

How may I vote my shares without attending the annual meeting?

        Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct how your shares are voted without attending the meeting. If you are a stockholder of record, you may vote by submitting a proxy. If you hold shares beneficially in street name, you may vote by submitting voting instructions to your broker, trustee or nominee. For directions on how to vote, please refer to the instructions included on your proxy card or, for shares held beneficially in street name, the voting instruction card provided by your broker, trustee or nominee.

May I change my vote or revoke my proxy after I return my proxy card?

        Yes. Even after you have submitted your proxy, you may change the votes you cast or revoke your proxy at any time before the votes are cast at the meeting by: (1) delivering a written notice of your revocation to our corporate secretary at our principal executive office, 6312 South Fiddler's Green

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Circle, Suite 200N, Greenwood Village, Colorado 80111; or (2) executing and delivering a later dated proxy. In addition, the powers of the proxy holders will be suspended if you attend the meeting in person and so request, although attendance at the meeting will not by itself revoke a previously granted proxy.

What constitutes a quorum?

        The presence at the meeting, in person or by proxy, of the holders of a majority of the shares of our common stock outstanding as of the record date will constitute a quorum. There must be a quorum for any action to be taken at the meeting (other than an adjournment or postponement of the meeting). If you submit a properly executed proxy card, even if you abstain from voting, then your shares will be counted for purposes of determining the presence of a quorum. If a broker indicates on a proxy for which it lacks discretionary authority as to certain shares to vote on a particular matter, commonly referred to as "broker non-votes," those shares will still be counted for purposes of determining the presence of a quorum at the meeting.

What vote is required to approve each item?

        Election of Directors.    In the election of directors, the three candidates will be elected by a plurality of affirmative votes.

        Ratification of Deloitte & Touche LLP.    The affirmative vote of the majority of the outstanding shares of common stock present in person or by proxy will be required for approval.

        A vote withheld for a nominee in the election of directors will have the same effect as a vote against the nominee. For purposes of determining whether any of the other proposals has received the requisite vote, where a stockholder abstains from voting, it will have the same effect as a vote against the proposal.

        If you hold your shares beneficially in street name and do not provide your broker or nominee with voting instructions, your shares may constitute "broker non-votes." Generally, broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owners and instructions are not given. In tabulating the voting result for any of the proposals expected to be presented at the meeting, shares that constitute broker non-votes will not be included in the vote totals, and therefore, will have no effect on the outcome of the vote of any of the proposals.

What does it mean if I receive more than one proxy card?

        If you receive more than one proxy card, it means that you hold shares registered in more than one name or brokerage account. You should sign and return all proxies for each proxy card that you receive in order to ensure that all of your shares are voted.

How may I vote on each of the proposals?

        In the election of directors, you may vote FOR any or all of the three nominees, or your vote may be WITHHELD with respect to any or all of the nominees. For the other matters, you may vote FOR or AGAINST each proposal, or you may indicate that you wish to ABSTAIN from voting on a proposal.

Who will count the proxy votes?

        Votes will be counted by our transfer agent, American Stock Transfer & Trust Company, which has been appointed to act as the inspector of election for the annual meeting.

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How will voting on any other business be conducted?

        We do not expect any matters to be presented for a vote at the meeting other than the matters described in this proxy statement. If you grant a proxy, either of the officers named as proxy holder, Dennis B. Mullen or Katherine L. Scherping or their nominee(s) or substitute(s), will have the discretion to vote your shares on any additional matters that are properly presented for a vote at the meeting. If a nominee is not available as a candidate for Class I director, the person named as the proxy holder will vote your proxy for another candidate nominated by our board of directors.

What rights of appraisal or similar rights of dissenters do I have with respect to any matter to be acted upon at the meeting?

        No action is proposed herein for which the laws of the state of Delaware or our bylaws provide a right of our stockholders to dissent and obtain appraisal of or payment for such stockholders' common stock.

How do I submit a stockholder proposal for consideration at next year's annual meeting?

        Proposals for Inclusion in Proxy Statement.    For your proposal or director nomination to be considered for inclusion in our proxy statement for next year's meeting, your written proposal must be received by our corporate secretary at our principal executive office no later than December 18, 2009. If we change the date of next year's meeting by more than 30 days from the date of this year's meeting, then the deadline is a reasonable time before we begin to print and mail our proxy materials. You should also be aware that your proposal must comply with Securities and Exchange Commission (SEC) regulations regarding inclusion of stockholder proposals in company-sponsored proxy materials and our bylaws.

        Proposals to be Addressed at Meeting (but not included in proxy statement).    In order for you to raise a proposal (including director nominations) from the floor during next year's meeting, our corporate secretary must receive a written notice of the proposal no later than March 4, 2010 and no earlier than February 2, 2010, and it must contain the additional information required by our bylaws. All proposals received after March 4, 2010 will be considered untimely. You may obtain a complete copy of our bylaws by submitting a written request to our corporate secretary at our principal executive office. If we change the date of next year's meeting by more than 30 days from the date contemplated at this year's meeting, in order for the proposal to be timely, we must receive your written proposal at least 90 days before the date of next year's meeting or no more than 10 days following the day on which the meeting date is publicly announced.

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STOCK OWNERSHIP OF CERTAIN PERSONS

        Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as indicated by footnote, and except for community property laws where applicable, the persons named in the tables below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. The percentage of beneficial ownership for each table is based on 15,527,288 shares of common stock outstanding as of March 31, 2009.

Stock Ownership of Certain Beneficial Owners

        The following table sets forth information regarding beneficial owners of more than 5% of our common stock as of March 31, 2009. All information is taken from or based upon ownership filings made by such persons with the SEC or upon information provided by such persons to the Company.

(1)

This disclosure is based on an amendment to Schedule 13G filed with the SEC on February 12, 2009. The address of this reporting person is 100 E. Pratt Street, Baltimore, Maryland 21202. At the time of filing, the reporting person reported being a registered investment advisor that has sole voting power over 240,650 shares and sole dispositive power over 1,672,100 shares.

(2)

This disclosure is based on an amendment to Schedule 13G filed with the SEC on April 10, 2009. The Schedule 13G/A was filed on behalf of AXA, an insurance company which owns AXA Financial, Inc., a parent holding company and AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle and AXA Courtage Assurance Mutuelle, a group of insurance companies referred to as "Mutuelles AXA" which, as a group, in turn control AXA and AXA Rosenberg Investment Management LLC. AXA Rosenberg Investment Management LLC has voting power over 123,570 shares and dispositive power over 326,843 shares. The address of the Mutuelles AXA reporting group is 26, rue Drouot, 75009 Paris, France, the address of AXA is 25, avenue Matignon, 75008 Paris, France and the address of AXA Financial, Inc. is 1290 Avenue of the Americas, New York, NY 10104. AXA Financial, Inc., in its capacity as parent holding company, owns (a) AllianceBernstein L.P., an investment adviser that has voting power over 1,056,036 shares and dispositive power over 1,162,236 shares; and (b) AXA Equitable Life Insurance, an insurance company and an investment adviser that has voting and dispositive power over 129,000 shares.

(3)

This disclosure is based on an amendment to Schedule 13G filed with the SEC on February 17, 2009. The Schedule 13G/A was filed on behalf of FMR LLC and Edward C. Johnson 3d, Chairman of FMR LLC, with an address of 82 Devonshire Street, Boston, Massachusetts 02109. The Schedule 13G/A discloses that they had sole power to dispose or to direct the disposition of 1,190,976 shares. These shares are beneficially owned through Fidelity Management and Research Company, Pyramis Global Advisors, LLC and Pyramis Global Advisors Trust Company, wholly

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owned subsidiaries of FMR LLC, and Fidelity International Limited, a partnership controlled by the Johnson family.

(4)

This disclosure is based on an amendment to Schedule 13G filed with the SEC on February 12, 2007. The address of the reporting person is 1301 5^th Avenue, Suite 3525, Seattle, Washington 98101.

(5)

This disclosure is based on a Schedule 13G filed with the SEC on February 5, 2009 by Barclays Global Investors, NA (Barclays), Barclays Global Fund Advisors ("BG Fund"), Barclays Global Investors, LTD (BGI LTD), Barclays Global Investors Japan Limited (BGI Japan), Barclays Global Investors Canada Limited (BGI Canada), Barclays Global Investors Australia Limited (BGI Australia) and Barclays Global Investors (Deutschland) AG (BGI Germany). Barclays reports sole voting power with respect to 326,672 shares and sole dispositive power with respect to 403,759 shares; BG Fund reports sole voting power with respect to 471,554 shares and sole dispositive power with respect to 647,571 shares; BGI LTD reports sole voting power with respect to 485 shares and sole dispositive power with respect to 10,316 shares; and BGI Japan, BGI Canada, BGI Australia and BGI Germany report voting and dispositive power with respect to 0 shares. The address for Barclays and BG Fund is 400 Howard Street, San Francisco, California 94105; the address for BGI LTD is Murray House, 1 Royal Mint Court, London, EC3N 4HH, England; the address for BGI Japan is Ebisu Prime Square Tower, 8th Floor, 1-1-39 Hiroo Shibuya-Ku, Tokyo, 150-8402, Japan; the address for BGI Canada is Brookfield Place 161 Bay Street, Suite 2500, Toronto, Canada, Ontario M5J 2S1; the address for BGI Australia is Level 43, Grosvenor Place, 225 George Street, Sydney Australia NSW 1220; and the address for BGI Germany is Apianstrasse 6, D-85774 Unterfohring, Germany. The shares reported are held by the Barclay's in trust accounts for the economic benefit of the beneficiaries of these accounts.

(6)

This disclosure is based on an amendment to Schedule 13G filed with the SEC on February 2, 2009. The address of this reporting person is 500 Boylston Street, Boston, Massachusetts 02116. At the time of filing, the reporting person reported being a registered investment advisor that has sole voting and sole dispositive power over 880,800 shares.

(7)

This disclosure is based on a Schedule 13G filed with the SEC on February 13, 2009. The address of this reporting person is Park 80 West, Plaza One, Saddle Brook, NJ 07663. At the time of filing, the reporting person reported being a registered investment advisor that has sole voting power over 515,899 and sole dispositive power over 796,500 shares.

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Stock Ownership of Directors and Management

        The following table contains information about the beneficial ownership (unless otherwise indicated) of our common stock as of March 31, 2009 by:

•

each of our directors, including the board's nominees for election or re-election;



•

each executive officer named in the Summary Compensation Table; and



•

all directors and current executive officers as a group.

*

Represents beneficial ownership of less than one percent (1.0%) of the outstanding shares of our common stock.

(1)

If a stockholder holds options or other securities that are currently exercisable or exercisable within 60 days of March 31, 2009, we treat the common stock underlying those securities as owned by that stockholder, and as outstanding shares when we calculate the stockholder's percentage ownership of our common stock. However, we do not consider that common stock to be outstanding when we calculate the percentage ownership of any other stockholder.

(2)

Consists of 112,188 shares of restricted stock held directly by Mr. Mullen and 80,000 shares of common stock held directly by Mr. Mullen. The restricted stock is subject to certain forfeiture restrictions that vest as follows: (a) with regard to 50,000 of the shares, such shares vest in two equal installments of 25,000 shares each on December 31st of each of 2009 and 2010, (b) with regard to 4,688 of the shares, such shares vest in three equal installments on February 26^th of each of 2010, 2011 and 2012, (c) with regard to 50,000 of the shares, such shares shall vest in two equal installments on December 31^st of each of 2011 and 2012; provided that certain performance metrics for the year ended December 31, 2009 have been met, and (d) with regard to 7,500 shares, such shares shall vest in four equal installments on February 24^th of each of 2010, 2011, 2012 and 2013.

(3)

Consists of 4,875 shares of restricted stock, 3,625 shares of common stock held directly by Ms. Scherping, 2,000 shares held by Ms. Scherping in joint tenancy with her husband, and excludes 3,000 shares of common stock held by Ms. Scherping's husband of which she disclaims beneficial ownership. The restricted stock is subject to certain forfeiture restrictions that vest as follows: (a) with regard to 1,875 of the shares, such shares vest in three equal installments on February 26^th

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of each of 2010, 2011 and 2012, and (b) with regard to 3,000 of the shares, such shares vest in four equal installments on February 24^th of each of 2010, 2011, 2012 and 2013.

(4)

Consists of 4,875 shares of restricted stock held directly by Mr. Brighton, 10,821 shares of common stock held directly by Mr. Brighton, and 39,666 shares of common stock subject to options that are currently exercisable or exercisable within 60 days of March 31, 2009. The restricted stock is subject to certain forfeiture restrictions that vest as follows: (a) with regard to 1,875 of the shares, such shares vest in three equal installments on February 26^th of each of 2010, 2011 and 2012, and (b) with regard to 3,000 of the shares, such shares vest in four equal installments on February 24^th of each of 2010, 2011, 2012 and 2013.

(5)

Consists of 9,750 shares of restricted stock held directly by Mr. Houseman, 18,619 shares of common stock held directly by Mr. Houseman and 24,000 shares of common stock subject to options that are currently exercisable or exercisable within 60 days of March 31, 2009. The restricted stock is subject to certain forfeiture restrictions that vest as follows: (a) with regard to 3,750 of the shares, such shares vest in three equal installments on February 26^th of each of 2010, 2011 and 2012, and (b) with regard to 6,000 of the shares, such shares vest in four equal installments on February 24^th of each of 2010, 2011, 2012 and 2013.

(6)

Consists of 4,875 shares of restricted stock held directly by Ms. Menogan and 5,104 shares of common stock held directly by Ms. Menogan. The restricted stock is subject to certain forfeiture restrictions that vest as follows: (a) with regard to 1,875 of the shares, such shares vest in three equal installments on February 26^th of each of 2010, 2011 and 2012, and (b) with regard to 3,000 of the shares, such shares vest in four equal installments on February 24^th of each of 2010, 2011, 2012 and 2013.

(7)

Consists of 4,875 shares of restricted stock held directly by Ms. Lintonsmith and 3,714 shares of common stock held directly by Ms. Lintonsmith. The restricted stock is subject to certain forfeiture restrictions that vest as follows: (a) with regard to 1,875 of the shares, such shares vest in three equal installments on February 26^th of each of 2010, 2011 and 2012, and (b) with regard to 3,000 of the shares, such shares vest in four equal installments on February 24^th of each of 2010, 2011, 2012 and 2013.

(8)

Consists of 625 shares of restricted stock held directly by Mr. Harvey, 15,000 shares of common stock held by Mr. Harvey in joint tenancy with his wife and 17,500 shares of common stock subject to options that are currently exercisable or exercisable within 60 days of March 31, 2009. The restricted stock is subject to certain forfeiture restrictions that vest on the first anniversary of the date of grant, May 28, 2009.

(9)

Consists of 625 shares of restricted stock held directly by Mr. Howell, 4,000 shares of common stock held by Mr. Howell in joint tenancy with his wife, 800 shares of common stock held indirectly in trusts for the benefit of Mr. Howell's children and 17,500 shares of common stock subject to options that are currently exercisable or exercisable within 60 days of March 31, 2009. The restricted stock is subject to certain forfeiture restrictions that vest on the first anniversary of the date of grant, May 28, 2009.

(10)

Consists of 625 shares of restricted stock held directly by Ms. Moore, 6,500 shares of common stock held indirectly by an entity owned and managed by Ms. Moore and her husband and 6,875 shares of common stock subject to options that are currently exercisable or exercisable within 60 days of March 31, 2009. The restricted stock is subject to certain forfeiture restrictions that vest on the first anniversary of the date of grant, May 28, 2009.

(11)

Consists of 625 shares of restricted stock held directly by Mr. Rothe and 3,200 shares of common stock held directly by Mr. Rothe and 22,500 shares of common stock subject to options that are currently exercisable or exercisable within 60 days of March 31, 2009. The restricted stock is

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subject to certain forfeiture restrictions that vest on the first anniversary of the date of grant, May 28, 2009.

(12)

Consists of 625 shares of restricted stock held directly by Mr. Simonton, 4,500 shares of common stock held directly by Mr. Simonton and 17,500 shares of common stock subject to options that are currently exercisable or exercisable within 60 days of March 31, 2009. The restricted stock is subject to certain forfeiture restrictions that vest on the first anniversary of the date of grant, May 28, 2009.

(13)

Consists of 625 shares of restricted stock held directly by Mr. Singer, 9,018 shares of common stock held indirectly by Mr. Singer as trustee of the Singer Family Trust UAD 8/10/2000, as amended, and 22,500 shares of common stock subject to options that are currently exercisable or exercisable within 60 days of March 31, 2009. The restricted stock is subject to certain forfeiture restrictions that vest on the first anniversary of the date of grant, May 28, 2009.

(14)

Includes 168,041 shares of common stock subject to options that are currently exercisable or exercisable within 60 days of March 31, 2009.

Equity Compensation Plan Information

        We maintain six equity-based compensation plans—the 1996 Stock Option Plan (the 1996 Stock Plan), the 2000 Management Performance Common Stock Option Plan (the 2000 Stock Plan), the 2002 Stock Incentive Plan (the 2002 Stock Plan), the 2004 Performance Incentive Plan (the 2004 Plan), the 2007 Amended and Restated Performance Incentive Plan (the 2007 Plan) and the Employee Stock Purchase Plan (the ESPP). Our stockholders have approved each of these plans.

        The following table sets forth for our equity compensation plans in the aggregate, the number of shares of our common stock subject to outstanding options and rights under these plans, the weighted-average exercise price of outstanding options, and the number of shares remaining available for future award grants under these plans as of December 28, 2008:

(1)

This aggregate amount of 2,084,546 consists of the following number of options then outstanding under each of the plans:

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As of February 11, 2009, upon expiration of the Company's tender offer for certain outstanding options, the aggregate number of options outstanding under the plans was 505,249, and consisted of the following:

(2)

Of the aggregate number of shares that remained available for future issuance as of December 28, 2008, 210,749 shares were available for issuance under the ESPP and 1,146,687 shares were available for issuance under the 2007 Plan. As of February 11, 2009, there were 195,982 and 1,626,413 shares available under the ESPP and 2007 Plan, respectively. Any shares subject to options granted under the 1996 Stock Plan, the 2000 Stock Plan, the 2002 Stock Plan or the 2004 Plan that are not exercised before they expire or are terminated will expire and not be available for additional award grants. No new awards may be granted under the 1996 Stock Plan, the 2000 Stock Plan, the 2002 Stock Plan or the 2004 Plan.

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PROPOSAL 1
ELECTION OF DIRECTORS

General

        As of the date of this proxy statement, our board of directors consists of seven directors. Our amended and restated certificate of incorporation provides for three classes of directors with staggered three-year terms. Class I currently consists of three directors whose terms expire at this annual meeting; Class II currently consists of two directors whose terms expire at our 2010 annual meeting; and Class III currently consists of three directors whose terms expire at our 2011 annual meeting.

        Our board of directors has nominated J. Taylor Simonton, James T. Rothe and Richard J. Howell to continue to serve as our Class I directors. If elected, Messrs. Simonton, Rothe and Howell will continue to serve in office until our annual meeting in 2012 and until their successors have been duly elected and qualified, or until the earlier of their respective deaths, resignations or retirement.

        Messrs. Simonton, Rothe and Howell have each consented to be named as a nominee in this proxy statement, and we expect that Messrs. Simonton, Rothe and Howell will be able to serve if elected. Should any of Messrs. Simonton, Rothe and Howell become unable or unwilling to accept his nomination for election, our board of directors can name a substitute nominee and the persons named as proxies in the proxy card, or their nominees or substitutes, will vote your shares for such substitute nominee unless an instruction to the contrary is written on your proxy card.

Directors and Nominees

        Below, you can find the principal occupation and other information about each of the Class I directors and each of the other directors whose term of office will continue after the meeting.

Director Nominees—Class I Directors

        J. Taylor Simonton, 64, joined the Company as a director in September 2005. Mr. Simonton spent 35 years at PricewaterhouseCoopers LLP, including 23 years as an audit partner in the firm's Accounting and Business Advisory Services practice before retiring in 2001. Until February 2007, Mr. Simonton served on the Board of Directors of Fischer Imaging Corporation, a public company that designed, manufactured and marketed specialty medical imaging systems, and served as its audit committee chair. He is currently the audit committee chair of Zynex, Inc., a public company that manufactures and markets medical devices for the electrotherapy and stroke and spinal injury rehabilitation markets. Mr. Simonton is also lead director and audit committee chair of Keating Capital, Inc., a publicly reporting closed-end investment fund that makes non-controlling investments in private and small market cap public companies. Mr. Simonton was appointed chair of the Company's audit committee in October 2005.

        James T. Rothe, 65, joined the Company as a director in October 2004. Mr. Rothe has served since January 2004 as Managing Director and co-founder of Roaring Fork Capital Management, LLC, which is the General Partner of Roaring Fork Capital SBIC, LP with offices in Colorado Springs and Denver, Colorado and Dallas, Texas. Mr. Rothe is a Trustee since January 1997 of the Janus Funds based in Denver, Colorado. Mr. Rothe is a Professor Emeritus of the College of Business at the University of Colorado at Colorado Springs where he served as Professor 1986-2004 and Dean of the College 1986-1994. Mr. Rothe was appointed chair of the Company's compensation committee in January 2005.

        Richard J. Howell, 66, joined the Company as a director in September 2005. Mr. Howell was an audit partner with Arthur Andersen LLP for over 25 years before retiring in 2002. Since January 2004, Mr. Howell has been an adjunct professor of auditing at the Cox School of Business at Southern Methodist University, and he served in a similar capacity from August 2002 to December 2003 at the Neely School of Business, at Texas Christian University. Mr. Howell is a trustee of the LKCM Funds, a

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group of mutual funds managed by Luther King Capital Management, and also serves as the Chairman of the Audit and Compliance Committees.

Continuing Directors for Term Ending Upon the 2010 Annual Meeting of Stockholders—Class II Directors

        Edward T. Harvey, 61, joined the Company as a director in May 2000 and was appointed Lead Director in August 2005. From April 1990 to December 2003, he was a partner with Quad-C, a private equity investment firm located in Charlottesville, Virginia. From 1975 to April 1990, Mr. Harvey held various positions at W. R. Grace & Co., principally in corporate development, acquisitions and planning.

        Gary J. Singer, 56, joined the Company as a director in June 1993. Since 1977, Mr. Singer has been associated with the law firm of O'Melveny & Myers LLP, Newport Beach, California and has been a partner in the law firm since 1985. Mr. Singer was appointed chair of the Company's nominating and governance committee in October 2005.

Continuing Directors for Term Ending Upon the 2011 Annual Meeting of Stockholders—Class III Directors

        Pattye L. Moore, 51, joined the Company as a director in August 2007. Ms. Moore previously served as a director of Sonic Corp. from January 2000 to January 2006, and served as its president from January 2002 to October 2004. She also serves on the boards of directors of ONEOK, Inc., a publicly-held diversified energy company and the fifth largest gas distribution company in the United States, and of QuikTrip Corporation, a privately-held gas and convenience store retailer. Ms. Moore is the sole owner of Pattye Moore & Associates, LLC, a marketing and strategic consulting services company.

        Dennis B. Mullen, 65, was appointed chief executive officer and chairman of the Company in August 2005 and has served as a director of the Company since December 2002. Mr. Mullen has served as a trustee of the Janus Investment Fund since 1971, the Janus Aspen Series since 1993, and the Janus Adviser Series since 2000, all of which he served as chairman from 2004 through 2007. In addition, Mr. Mullen has served as a trustee of Janus Capital Funds Plc since 2004. Mr. Mullen has more than 30 years experience as a corporate executive in the restaurant industry, and has served as chief executive officer for several restaurant chains, including Cork & Cleaver Restaurants of Denver, Colorado; Pedro Verde's Mexican Restaurants, Inc., of Boulder, Colorado; Garcia's Restaurants, Inc., of Phoenix, Arizona; and BCNW, a franchise of Boston Chicken, Inc., in Seattle, Washington. Mr. Mullen started his professional career at PricewaterhouseCoopers and also served as the chief financial officer for Lange Ski Boots.

Required Vote

        The three persons receiving the highest number of "FOR" votes from stockholders in the election of directors at the annual meeting will be elected.

Recommendation of the Board of Directors

        Our board of directors recommends that you vote FOR the re-election of Mr. Simonton, FOR the re-election of Mr. Rothe, and FOR the re-election of Mr. Howell as Class I directors on our board of directors.

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CORPORATE GOVERNANCE

Board Membership and Director Independence

        Our board of directors has determined that each of Edward T. Harvey, Richard J. Howell, Pattye L. Moore, James T. Rothe, J. Taylor Simonton and Gary J. Singer qualifies as an independent director under rules promulgated by the SEC and The NASDAQ Stock Market® listing standards. Accordingly, all members of each board committee are independent in accordance with the NASDAQ Stock Market® listing standards. Edward T. Harvey serves as our Lead Director. There are no family relationships among any of our executive officers, directors or nominees for directors.

        During fiscal year 2008, the board of directors held 8 formal meetings in addition to a number of informal telephone conferences. Each of our current directors attended at least 75% of the aggregate total of meetings of the board of directors and committees on which he or she served. The independent directors of the Company meet quarterly throughout the year and as necessary or appropriate in executive sessions at which members of management are not present.

        The board of directors strongly encourages each of the directors to attend the annual meeting of stockholders. All of our directors attended our 2008 annual meeting.

Stockholder Communications with the Board of Directors

        You may communicate with any director, the entire board of directors, the independent directors or any committee by sending a letter to the director, the board of directors, or the committee addressed to: Board of Directors, 6312 South Fiddler's Green Circle, Suite 200N, Greenwood Village, CO 80111, or by sending an e-mail to: Board@redrobin.com. The Company's chief legal officer will review all communications, categorize them, and forward them to the appropriate board member. Messages pertaining to administrative matters, ordinary business matters, personal grievances, and similar issues will be forwarded to the appropriate member of management.

        With respect to issues arising under the Company's Code of Ethics, you may also communicate directly with the chair of the audit committee or the compliance officer in the manner provided in the Company's Problem Resolution and Whistleblower Policy and Reporting Procedures. Both the Code of Ethics and the Problem Resolution and Whistleblower Policy and Reporting Procedures may be found on the Company's website at: www.redrobin.com.

Committees of the Board of Directors

        Our board of directors has established an audit committee, a compensation committee and a nominating and governance committee. The full text of all of the charters for each board committee is available on the Company's website at www.redrobin.com.

        Audit Committee.    The audit committee is currently comprised of J. Taylor Simonton (chair), Edward T. Harvey, and Richard J. Howell, and operates pursuant to a written charter. The audit committee oversees and reviews the preparation and disclosure of the Company's consolidated financial statements and the preparation and filing of periodic financial reports, which include the requisite certifications by the chief executive officer and chief financial officer. The audit committee is also responsible for selecting and retaining the independent registered public accounting firm; approving the budget for fees to be paid to the independent registered public accounting firm for audit services and for appropriate non-audit services; overseeing the relationship between the Company and the independent registered public accounting firm and acting as the board of directors' primary avenue of communication with them; and selecting, retaining and overseeing the internal audit function of the Company. The audit committee's responsibilities also include other matters as set forth in its charter.

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        The board also has determined that each of Mr. Simonton, Mr. Harvey and Mr. Howell is an "audit committee financial expert" as defined by rules adopted by the SEC. A discussion of the role of the audit committee is provided under "Audit Committee Report."

        The audit committee met 12 times in fiscal year 2008.

        Compensation Committee.    The compensation committee is currently comprised of James T. Rothe (chair), Pattye L. Moore and Gary J. Singer, and operates pursuant to a written charter. Functions performed by the compensation committee include: developing and recommending to the board of directors an annual performance evaluation of our chief executive officer and other executive officers; approving salary and short-term and long-term incentive compensation programs for all senior executives; and reviewing and adopting employee benefit plans.

        The specific nature of the compensation committee's responsibilities as they relate to executive officers is set forth under "Compensation Discussion and Analysis."

        The compensation committee held 12 formal meetings in addition to several informal meetings in fiscal year 2008.

        Nominating and Governance Committee.    The nominating and governance committee is currently comprised of Gary J. Singer (chair), Pattye L. Moore and Richard J. Howell, and operates pursuant to a written charter. The nominating and governance committee identifies, evaluates and recommends to the board of directors candidates for appointment or election to the board, as appropriate. The committee meets annually during the fourth quarter to determine whether to recommend to the board to include the nomination of incumbent directors with expiring terms in the proxy statement. The committee meets at other times as needed to consider candidates to fill any vacancies that may occur. At least once a year, the committee considers whether the number of directors is appropriate for the Company's needs and recommends to the board any changes in the number of directors, and reviews the performance of the board.

        A stockholder may submit the name of a director candidate for consideration by the nominating and governance committee by writing to: Nominating and Governance Committee, Red Robin Gourmet Burgers, Inc., 6312 South Fiddler's Green Circle, Suite 200N, Greenwood Village, CO 80111. The stockholder must submit the following information in support of the candidate: (a) the name and address of the stockholder recommending the candidate; (b) a representation that the stockholder recommending the candidate is a stockholder of record of the Company's stock or other verification that the person recommending the candidate is a beneficial owner of the Company's stock; (c) a description of any arrangement or understanding between the stockholder and the candidate and any other person or persons regarding the stockholder's submission of the candidate's name for consideration, and identifying such person or persons by name, address and affiliation with the stockholder, the candidate, and the Company, if any; (d) such other information regarding the candidate as the Company would be required to include in a proxy statement filed pursuant to the proxy rules of the SEC if the board were to nominate the candidate for election as a director or if the board were to appoint the candidate as a director; (e) the consent of the candidate to be identified to the board for consideration and to be identified in the proxy; and (f) the consent of the candidate to serve as a director if elected. The committee may refuse to consider any candidate for whom the stockholder fails to provide the information mentioned above.

        In evaluating a director candidate, the nominating and governance committee will consider the candidate's independence, character, corporate governance skills and abilities, business experience, training and education, commitment to performing the duties of a director, and other skills, abilities or attributes that fill specific needs of the board or its committees. The committee will use the same criteria in evaluating candidates suggested by stockholders.

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        The nominating and governance committee recommends director candidates for nomination to the board. The board determines which candidates to nominate or appoint, as appropriate, after considering the recommendation of the committee.

        The nominating and governance committee met 7 times in fiscal year 2008.

Certain Relationships and Related Transactions

Transactions with Related Persons

        Consulting Agreement with Former Executive Officer.    On February 19, 2008, the Company entered into a consulting agreement with Mr. Woods, our former senior vice president and chief knowledge officer, which replaced Mr. Woods' employment agreement with the Company, dated January 7, 1997. Pursuant to the agreement, Mr. Woods' employment terminated on April 2, 2008 after which he became an independent consultant to the Company. The agreement provides that the Company will pay Mr. Woods $300 per hour for hours worked on an as-needed basis from April 3, 2008 to October 3, 2009. Mr. Woods will be reimbursed for reasonable travel and similar out-of-pocket expenses incurred in the performance of his services. He will be provided with an office and standard office equipment when providing consulting services to the Company. Stock options previously awarded to Mr. Woods will continue to vest and be exercisable on their terms as long as the agreement is in effect. The agreement may be cancelled by either party upon written notice. The agreement also confirms that pursuant to his former employment agreement, Mr. Woods was entitled to receive, following termination of his employment, one year's salary at his then-current rate of $300,000 annually, paid monthly. Mr. Woods' last salary payment was made on April 3, 2009.

Review, Approval or Ratification of Transactions with Related Persons

        The board of directors has recognized that transactions between the Company and certain related persons present a heightened risk of conflicts of interest. In order to ensure that the Company acts in the best interest of its stockholders, the Board has delegated the review and approval of related party transactions to the audit committee. Any related party transaction required to be disclosed in accordance with applicable SEC regulations must be reviewed and approved by the audit committee. In reviewing a proposed transaction, the audit committee must (i) satisfy itself that it has been fully informed as to the related party's relationship and interest and as to the material facts of the proposed transaction and (ii) consider all of the relevant facts and circumstances available to the committee. After its review, the audit committee will only approve or ratify transactions that are fair to the Company and not inconsistent with the best interests of the Company and its stockholders.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

        To our knowledge, based solely on a review of the copies of such reports furnished to us and representations that no other reports were required, during fiscal year 2008, all of our officers, directors and greater than ten percent beneficial owners timely complied with all Section 16(a) filing requirements except for the following: (a) Mr. Mullen reported a gift of 400 shares of common stock in September 2006 on a Form 4 filed on December 4, 2008; and (b) Ms. Moore reported a purchase of 1,000 shares of common stock in November 2008 on a Form 4 filed February 11, 2009.

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COMPENSATION DISCUSSION AND ANALYSIS

Introduction

        This Compensation Discussion and Analysis describes the philosophy and the material elements of our compensation program for our executive officers, including our chief executive officer, our chief financial officer and our four most highly compensated executive officers (together, the named executive officers) identified in the Summary Compensation Table below. The Compensation Committee of the Board of Directors is responsible for determining and approving the total compensation programs for our executive officers, including the named executive officers. The Compensation Committee's specific responsibilities related to executive compensation include:

•

Developing and recommending to the board of directors an annual performance evaluation of the chief executive officer;



•

Setting the compensation of executive officers, including salaries and short and long-term incentive compensation programs;



•

Adopting and modifying equity, health and retirement benefit plans for employees;



•

Administering our equity-based incentive compensation programs; and



•

Setting the compensation programs for service on the board of directors or its committees.

        Certain elements of the compensation philosophy apply to the compensation of other officers, regional management and non-restaurant level employees of the Company, whose particular compensation is determined by management. The design and administration of the Company's health and welfare benefit plans applicable to employees and executive officers on a non-discriminatory basis are generally developed and implemented by management, following approval by the Compensation Committee. The Compensation Committee periodically reviews data about the compensation of executives in the restaurant industry. Based on this review, we believe that the elements of our executive compensation program are competitive with those offered by our industry competitors.

Outside Advisor

        The Compensation Committee has retained Frederic W. Cook & Co. (Cook), a compensation consulting firm, for several years as its outside advisor. The Compensation Committee uses Cook to annually review our executive compensation program and broad-based equity compensation practices and assist in ongoing development of our executive compensation philosophy. Cook meets and confers with the members of the Compensation Committee and senior management to learn about our business operations and strategy as a public company, key performance metrics and targets, and the markets in which we compete. Cook then develops guidelines for executive compensation programs which are considered by the Compensation Committee in its deliberations. Cook also acts as an advisor to the Compensation Committee on individual compensation matters as they arise, such as the change of control agreements and arrangements granted to certain executives in 2008. Other than its service to the Compensation Committee, Cook does not provide any services to the Company.

        Cook has assisted the Compensation Committee with developing a competitive peer group of publicly-traded U.S.-based restaurant companies of generally similar revenue and market cap size, and which compete with us in the casual dining segment of the dining industry, operating with similar metrics, markets and challenges (Peer Restaurants). This peer group is used for comparing compensation programs, and performing analyses of competitive performance and compensation levels. Cook periodically updates the peer group, reviews the competitive market, and provides suggestions for refining the compensation program to reflect our ongoing business strategy. The 2008 Peer Restaurants group is comprised of BJ's Restaurants, Inc., Brinker International Inc., Buffalo Wild Wings Inc., California Pizza Kitchen Inc., The Cheesecake Factory Inc., Landry's Restaurants Inc.,

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McCormick & Company Inc., Morton's Restaurant Group Inc., O'Charley's Inc., P.F. Chang China Bistro Inc., Rare Hospitality International, Inc., Ruby Tuesday Inc., Ruth's Chris Steak House Inc. and Texas Roadhouse Inc. In addition, Panera Bread Company and Chipotle Mexican Grill, Inc. were added in 2008 while Applebee's was eliminated.

Overview of Executive Compensation Philosophy

        Red Robin was founded on four core values: Honor, Integrity, Continually Seeking Knowledge and Having Fun. These core values are the foundation for every Red Robin decision, including those relating to our executive compensation program. Our compensation objectives revolve around attracting, retaining and motivating the best possible executive talent, linking annual and long-term cash and equity incentives to achievement of measurable corporate, restaurant unit and individual performance objectives, and thereby, creating value for our stockholders. To achieve these objectives, we utilize a mix of short-term and long-term compensation strategies that encourage, recognize and reward individual performance, and place a significant portion of compensation (both cash and equity) at risk in order to influence both short and long term Company performance goals. The Compensation Committee continually evaluates and revises, as necessary, our compensation program to ensure that it is comparable to or competitive with the market, and also to ensure that our business objectives are being met. It monitors external factors that may impact the effectiveness of each compensatory element of our program, particularly in view of factors beyond the control of management, such as the current global and national macroeconomic environment.

        Compensation for each individual is also based on objective factors, such as comparative market levels, and subjective factors, including individual experience, performance and job responsibilities. The Compensation Committee relies significantly on the recommendations of our chief executive officer, Dennis B. Mullen, with respect to compensation for the other executive officers. Mr. Mullen's compensation is determined solely by the Compensation Committee.

Elements of our Executive Compensation Program

Overview

        As described in more detail below, the principal elements of our executive compensation program include base salary, cash annual bonus, long-term incentives including stock options, restricted stock and other equity awards and the ability to defer cash compensation.

        Base salaries for executives are generally set at or slightly below the median (50^th percentile) of the Peer Restaurants, with a material component of their annual cash compensation derived from performance-based cash bonuses. Annual cash bonus awards are designed to focus an executive's performance on annual corporate and personal goals and provide incentives for and to reward excellent performance. Annual bonus levels are generally targeted higher than median in order to result in total cash compensation, together with base salary, above the median and up to the 75^th percentile, based on performance.

        Our compensation program also includes equity incentives. While our annual cash bonus opportunity is intended to encourage and reward executives based on shorter term achievement of Company and personal performance goals, we believe performance-based compensation also drives creation of stockholder value in both the short and long term. Accordingly, the Company's equity incentive awards are designed to reward Company and personal performance over a longer period and to align rewards with longer-term growth in stockholder value.

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Base Salary

        Base salaries (paid in cash) for our executives, including the named executive officers, are generally set at or below the median of our Peer Restaurants, and take into consideration the scope of each executive's responsibilities, experience, and performance. In October 2008, Cook provided the Compensation Committee with a comprehensive review of the Company's compensation structure in place for 2008 using data from the most recent SEC disclosures from the Peer Restaurants as well as certain other survey data obtained by Cook from other compensation consultants. Cook's 2008 review confirmed that executive base salaries in the aggregate, excluding the chief executive officers, were below median, but varied by position. Of the named executive officers, base salaries for the chief executive officer and chief development officer were above median for the comparable positions at the 2008 Peer Restaurants. Base salaries are reviewed annually, and adjusted from time to time to realign salaries with market levels after taking into account principally the criteria set forth above and other factors that may be applicable.

        Generally, the Compensation Committee considers Mr. Mullen's evaluation of each executive's performance and growth potential and reviews each executive's salary in relation to the Cook data for a range or benchmark for salary increases or adjustments at particular levels. However, for 2009, Mr. Mullen did not recommend, and the Compensation Committee did not approve, increases in base salary for any of the named executive officers. Taking into account the current macroeconomic conditions and the Company's operating results, management has made a number of decisions to drive efficiencies and cost savings throughout the Company, including reduced marketing spend and restaurant development. Freezing salaries for our executives for 2009 is consistent with the Company's current business strategies. This decision may be reviewed or changed later in the year, as we believe it is important in this economic environment that the Company have the ability to alter its compensation decisions based on changes in the Company's performance, the macroeconomic environment and the status of individual development projects.

        Other than our chief executive officer, none of our named executive officers has an employment agreement. Pursuant to Mr. Mullen's employment agreement, which was extended in August 2008, his base salary is subject to annual review by the board of directors. The Compensation Committee made no changes to Mr. Mullen's base salary for 2009. See page 26 for further discussion of Mr. Mullen's agreement.

        We offer to our named executive officers and certain others the option to receive all or a portion of their base salaries on a deferred basis under the Company's Deferred Compensation Plan, discussed below.

Annual Performance-Based Incentive (Cash Bonus)

        The cash bonus incentive program links executive bonuses with Company and individual performance. Each of our executives, including the named executive officers, is eligible to receive a cash bonus based on achievement of certain performance objectives. The performance objectives are: (1) achievement by the Company of a sliding scale of minimum, target and maximum defined EBITDA (earnings before interest, taxes, depreciation and amortization) objectives and (2) attainment of individual performance goals set each year.

        In order to align bonus opportunity with creation of stockholder value, achievement of Company and personal goals generally have been weighted 75% and 25%, respectively, for executive officers. In 2008 and prior years, a named executive officer's eligibility for any bonus, including a bonus for individual performance goals, required achievement of at least the minimum/minimum (Min/Min) level of EBITDA by the Company.

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        The EBITDA objectives and potential bonus percentages are formulated by management and submitted to the Compensation Committee annually. While the EBITDA objectives are not modified once established, the Compensation Committee may adjust EBITDA results for non-cash, non-recurring or unusual items in the committee's discretion. In addition, the Compensation Committee may grant special bonuses on an individual or group basis in recognition of extraordinary achievements or to address other special situations, and may also reduce bonus amounts if pre-set personal goals are not met. The Compensation Committee generally reviews and establishes the range of annual bonus opportunities for executive officers in January or February of each year, based upon the approved budget and performance objectives for the Company. Awards for the named executive officers are approved by the Compensation Committee based in part on the recommendation of the chief executive officer. Mr. Mullen's annual incentive bonus is approved solely by the Compensation Committee. EBITDA based bonuses are paid pursuant to the Company's Amended and Restated 2007 Performance Incentive Plan (the 2007 Plan). Receipt of the bonus awards may also be deferred under our Deferred Compensation Plan.

        For 2008, our target level EBITDA objective was approximately $130.6 million before giving effect to bonus payments. The range of EBITDA objectives was approximately 7% below target for the minimum/minimum level, and approximately 5% above target for the maximum level. Our actual EBITDA for 2008 fell below the minimum/minimum level. Accordingly, no cash bonuses were paid to any of the named executive officers in fiscal year 2008, or to any of the Company's otherwise eligible employees, including certain other executives, regional management, and non-restaurant personnel.

        Potential performance incentive bonuses are adjusted on a pro rata basis based on EBITDA objectives and are reflected as a percentage of salary. Potential performance incentive bonuses for the named executive officers for fiscal 2008 were as follows:

(1)

Minimum/minimum (Min/min) represents a threshold below which no bonus is payable. Below the minimum EBITDA achievement, an executive's bonus opportunity is reduced on a pro rata basis down to zero at the min/min level.

        2009 Bonus Targets.    For fiscal 2009, management and the Compensation Committee reviewed the design of the Company's annual incentive program (which applies broadly across the Company) and in doing so, evaluated the program's primary purpose of motivating the Company's personnel, alternative measures for assessing management's performance, and the external macroeconomic environment. Taking into consideration these factors, the Compensation Committee believes that the goals for eligibility to receive a 2009 incentive bonus based on EBITDA objectives alone are reasonably difficult to achieve, due to, among other things, uncertainty in the macroeconomic environment. Accordingly, the Compensation Committee decided to maintain sliding scale EBITDA targets, but added an opportunity for all non-restaurant level employees covered by the Company's incentive plan, including the named executive officers, to receive partial bonus payments based on achievement of personal goals. Accordingly, executives may earn up to 50% of their target-level bonus based on achievement of personal pre-set objectives alone while the remaining portion of their bonus is calculated on a sliding scale based on EBITDA objectives. However, because only the portion based on EBITDA varies based

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on the level of actual EBITDA achieved, the maximum bonus potential is reduced from 2008 levels. The Compensation Committee believes the bonus incentive based on personal objectives provides motivation and incentive for performance yet is balanced by the reasonable uncertainty and risk of meeting Company-level EBITDA targets.

        The table below illustrates 2009 bonus eligibility based on potential 2009 results for both the EBITDA-based bonus and the personal goals bonus. Achievement of personal goals will trigger eligibility for a bonus payout up to 50% of target level bonus in addition to any EBITDA-based bonus that may be earned. The percentages set forth below are percentages of the applicable named executive's salary:

(1)

No EBITDA-based bonus is payable if EBITDA falls below Minimum/Minimum (Min/Min). Between the Min/Min and Minimum targets, the EBITDA component of the bonus opportunity is adjusted on a pro rata basis based on actual EBITDA levels achieved.

(2)

If the $.50 EPS minimum performance metric is achieved in fiscal year 2009, Mr. Mullen will receive a minimum bonus in the amount of $362,500.

        In August 2008, the Company and Mr. Mullen entered into an amendment to his employment agreement extending its term for two years through December 2012, as further discussed under the heading "Employment and Other Agreements" below. In connection with the extension of his agreement, the Company modified the provisions of his agreement pertaining to his cash bonus eligibility. The amended agreement provides that Mr. Mullen's annual incentive bonus for each of the fiscal years 2009 through 2012 shall not be less than fifty percent (50%) of his annual base salary for the applicable fiscal year, so long as the Compensation Committee certifies by June 1, 2010, that certain performance metrics for the year ended December 31, 2009 have been met. This bonus represents a guaranteed minimum amount for the bonus that Mr. Mullen may otherwise be eligible to receive under the annual incentive plan, and is not in addition or incremental to any other bonus to which Mr. Mullen may be entitled under such plan. As required by the agreement, the Compensation Committee determined that Mr. Mullen will be eligible for the guaranteed bonus amount if the earnings per share of the Company's common stock for the year ended December 31, 2009 are equal to or greater than $0.50 per share, subject to certain adjustments for stock repurchases, stock splits and similar transactions. This performance metric, which relates solely to the guaranteed minimum bonus under Mr. Mullen's amended agreement, is different from the EBITDA metric used for the 2009 annual performance incentive for Mr. Mullen and the other named executive officers. As such, depending on the performance of the Company and the individual executive's performance as against his or her personal pre-set objectives, achievement of Mr. Mullen's earnings per share performance metric may result in Mr. Mullen's sole eligibility for a bonus. Mr. Mullen's employment agreement was amended in part to extend his employment beyond the previous term that expired in 2010 to assure stability of executive management of the Company during these difficult and uncertain economic times.

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Long-Term Incentive Program

        We believe that equity-based compensation is a significant component of executive compensation that aligns executives with long-term improvement in the Company's performance and stockholder interests. Accordingly, the Company makes grants to its employees and executives in the form of equity interests in the Company's common stock under our various performance plans that include non-qualified stock options and restricted stock. In 2009, we also granted restricted stock units to certain officers and non-management personnel, and we may also grant other types of equity awards in the future. The Compensation Committee believes that option grants provide an equity incentive tied to the performance of the Company because options require stock price improvement from the applicable exercise price to become valuable, and that using restricted stock to supplement option grants can provide additional full value, and less dilutive, equity incentive as discussed below.

        Stock Ownership Guidelines.    In March 2009, the Compensation Committee approved stock ownership guidelines for executive officers and directors (see page 34 for the ownership guidelines for directors). The Compensation Committee utilized the services of Cook to review the competitive landscape for executive and director ownership guidelines and provide suggested structures. The Compensation Committee believes that executive ownership requirements will increase alignment with stockholders on long-term and short-term performance risk. For executives, the guidelines require holding a definitive dollar amount of stock based on the value of the stock at the date of acquisition, during the term of the executive's employment. Stock options are not counted toward the ownership requirement, but restricted stock, whether or not vested, counts toward the minimum holdings. The value is based broadly on a multiple of salary for each executive officer, scaled upward to account for assumed salary increases over time. The executive officers have five years to achieve the guidelines. The ownership values are approximately four times Mr. Mullen's salary, approximately two times Mr. Houseman's salary and approximately 1.5 times salary for the remaining executive officers, whose guidelines are the same, given that historically other equity grants have been equal among them. The following table illustrates the ownership guidelines and the acquisition value of the named executive officers' holdings as of March 31, 2009 (which includes shares purchased with the proceeds received by each officer from the stock option tender offer described below on page 19):

(1)

To be achieved by March 2014.

        Non-Qualified Stock Options.    Awards of non-qualified stock options are granted annually to employees at the corporate home office, including executives, support staff and regional managerial operations personnel, and to the general managers of our restaurants, pursuant to a matrix approved by the Compensation Committee. The matrix delineates the number of options or other equity units that may be awarded by position and grade levels. Generally, these grants are made in February three business days following the release of our annual earnings results. The grant price is the market price of a share of the Company's common stock at the close of market on the date of grant. The Compensation Committee determines the annual grants for the executive officers, including the named executive officers, pursuant to market data and with respect to comparisons to Peer Restaurant compensation practices. The 2008 annual grants were generally consistent with median for the Peer

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Restaurants at the time of grant, as well as over the past three years on average. The Compensation Committee also considers the cumulative total of equity ownership in determining these awards.

        The Compensation Committee has delegated to the chief executive officer the authority to make new hire and promotion option grants on an interim basis for non-executive employees following the matrix. For qualifying executives (certain vice presidents and above) who are newly hired or promoted, the Compensation Committee approves all grants at appropriate grant levels set forth in the matrix. Grants for all new hires or promotions are awarded monthly as of the first business day of the month following the date of hire or the first business day of the month following the date of promotion. The exercise price of these awards is the market close price as of the first business day of the month following the date of hire or promotion.

        Restricted Stock and Restricted Stock Units.    In 2007, together with options, we began using restricted stock, and in 2009, we began using restricted stock units, as additional components of our equity incentive plan. Excluding executive officers and certain vice-presidents, restricted stock units were granted to all employees at the Company's corporate home office as well as regional operations personnel and general managers of our restaurants. The Compensation Committee believes that a mix of restricted stock and/or restricted stock units and options provides an element of guaranteed equity ownership but also maintains an element of performance risk for executives, as the value of the restricted stock and restricted stock unit grants is tied to stock price performance. In addition, the Compensation Committee has considered the impact of general economic conditions on the performance of the Company's common stock in the market, and the increased use of restricted stock and restricted stock units as components of compensations programs by other public companies.

        2009 Equity Grants.    In February 2009, the Company made its annual equity grants to our named executive officers, in the form of options and shares of restricted stock granted under the 2007 Plan. The named executive officers were granted the following awards:

        The options vest based on continued employment, 25% on the first anniversary of the grant date, and the remaining 75% in 36 substantially equal monthly installments. The restricted stock vests in four equal installments on each of the first through fourth anniversaries of the date of grant so long as the executive is employed or otherwise providing services to the Company on each vesting date. If the officer ceases to be employed by or ceases to provide services to the Company at any time prior to the final vesting date, all unvested options or shares of the restricted stock are forfeited. The vesting schedule for the options and restricted stock accelerates in certain circumstances.

Stock Option Tender Offer

        In February 2009, we completed an offer to purchase certain stock options for shares of our common stock held by certain eligible employees, including the named executive officers. The eligible options were those outstanding as of January 13, 2009, that were granted under certain of our incentive plans, with an exercise price equal to or greater than $32.00 per share. Pursuant to the offer, the Company accepted elections by eligible employees to tender 1,576,306 options, representing 96.32% of the options that were eligible to be tendered in the offer. 484,800 of the eligible options accepted for

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tender in the offer were originally issued under the 2007 Plan and will be available for future issuance under such plan. The Company paid an aggregate of $3,497,696 to acquire options that were held by the eligible employees participating in the offer. The named executive officers received aggregate net proceeds of $732,342, the majority of which, $636,800, was used by such officers to acquire shares of the Company's common stock.

(1)

The aggregate amount of $636,800 does not total the aggregate net proceeds because a portion of the net proceeds were used by certain of the named executive officers to pay taxes, commissions or other costs associated with the acquisition of the shares.

        In considering the tender offer, the board concluded, after a comprehensive review of our current compensation program and the impact of the decline in our common stock price on our incentive awards, that the offer was consistent with restoring the incentive value of our long-term performance award programs to all employees who receive equity incentives. The sharp decline in the market price of our common stock since the beginning of 2008 significantly eroded the value of a substantial number of outstanding options held by our employees, as the exercise price of those options far exceeded the market price of our common stock. Unfortunately, this decline in our stock price substantially eliminated the incentive and retention value of the options granted to our employees, including our key members of management. Moreover, the board also did not believe that the market price for our stock reflected accurately the achievements of management over the past few years when the options were issued, as reflected in metrics other than stock price, for example, in our growth in revenue, restaurant units and earnings.

        The tender offer was designed to restore such incentive value by providing eligible employees with an opportunity to obtain the more certain benefit associated with the cash payment. Future compensation expense associated with the unvested options that were tendered will be eliminated. Further, the cancellation of the outstanding options reduced market overhang to stockholders, thereby reducing potential dilution.

Employee Stock Purchase Plan

        We maintain an Employee Stock Purchase Plan, under which eligible employees, including executives, may voluntarily contribute a percentage of their salary, subject to limitations, to purchase common stock at a discounted price. In general, all of the Company's officers and employees who have been employed by the Company for at least one year and who are regularly scheduled to work more than twenty hours per week are eligible to participate in this plan which operates in successive six-month periods commencing on each January 1 and July 1 of each fiscal year.

Deductibility of Executive Compensation

        Section 162(m) of the Internal Revenue Code under the Omnibus Budget Reconciliation Act of 1993 limits the deductibility for tax purposes of compensation over $1 million paid by a company to an executive officer. The policy of the Compensation Committee is to establish and maintain a

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compensation program that maximizes the creation of long-term stockholder value. The Compensation Committee attempts to generally structure most compensation approaches to ensure deductibility. However, the Compensation Committee reserves the right to adopt programs giving consideration to factors other than deductibility where the Compensation Committee believes stockholder interests are best served by retaining flexibility. In such cases, the Compensation Committee may consider various alternatives to preserving the deductibility of compensation payments and benefits to the extent reasonably practicable and to the extent consistent with its compensation objectives.

        As discussed above, performance bonuses are generally paid under the 2007 Plan and thus, are intended to qualify as "performance-based compensation" under Section 162(m) of the Internal Revenue Code. Accordingly, such amounts are deductible by the Company even if in excess of the $1 million statutory limit. During 2008, for 2007 performance, we paid bonuses to certain of the named executive officers, which were not performance-based, but were paid in consideration of special achievements in connection with the acquisition of franchised restaurants. Consequently, certain of the 2008 compensation paid to Mr. Mullen, our chief executive officer, was not deductible as it exceeded the statutory limits. We also issued restricted stock to Mr. Mullen under his employment agreement that was not performance-based, portions of which vest in 2008 through 2010. Consequently, a portion of that compensation may not be deductible for tax purposes in 2008 or future years if Mr. Mullen's aggregate compensation is in excess of statutory limits.

Compensation Committee Report

        The following Report of the Compensation Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Act of 1934, except to the extent the Company specifically incorporates this Report.

        The compensation committee, comprised of independent directors, reviewed and discussed the above Compensation Discussion and Analysis with the Company's management. Based on the review and discussions, the compensation committee recommended to the Company's board of directors that the Compensation Discussion and Analysis be included in this proxy statement.

THE COMPENSATION COMMITTEE

James T. Rothe, Chair
Pattye L. Moore
Gary J. Singer

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2008 Executive Compensation Tables

Summary Compensation Table

        The following table sets forth summary information concerning compensation awarded to, earned by, or accrued for services rendered to the Company in all capacities by our principal executive officer, principal financial officer, and each of our four other most highly compensated executive officers who were serving as executive officers at the end of fiscal year 2008 (collectively, the "named executive officers"), for fiscal years 2006 through 2008:

(1)

We have included our chief marketing officer, Susan Lintonsmith, as a named executive officer in this year's proxy statement as we anticipate that she will constitute one of our named executive officers in future years. Ms. Lintonsmith joined us in April 2007.

(2)

Salary amounts represent base salary and payment for vacation, holidays and sick days. Amounts shown are not reduced to reflect the named executive officers' elections, if any, to defer receipt of salary into the Deferred Compensation Plan.

(3)

Amounts reported in this column for 2007 represent a special bonus paid to the name executive officers in connection with the acquisition of 17 franchise restaurants from a franchisee in 2007. Amounts reported in this column for 2006 represent a special bonus paid to the name executive officers in connection with the acquisition of 13 franchise restaurants from a franchisee in 2006. Other amounts considered to be bonus awards were paid to the named executive officers pursuant to the 2004 Plan or 2007 Plan and are reported in the "Non-Equity Incentive Plan Compensation" column.

(4)

Amounts under Stock Awards represent the expense recognized under FAS 123R for fiscal years 2008 and 2007. There were no stock awards made in fiscal year 2006. See "Outstanding Equity Awards at 2008 Fiscal Year-End" below for a listing of restricted stock awards outstanding for each officer at December 28, 2008.

(5)

Amounts under Option Awards represent the expense recognized under FAS 123R for the relevant fiscal year and attributable to unvested stock options held by the listed officer during such fiscal year. See Note 14 to our financial statements included in our annual reports on Form 10-K for the fiscal years ended December 28, 2008, December 30, 2007 and December 31, 2006, and for descriptions of the methodologies and assumptions we use to value option awards and the manner in which we recognize the related expense pursuant to FAS 123R.

(6)

The amount shown for each named executive officer in the "Non-Equity Incentive Plan Compensation" column for 2006 is attributable to an award under the 2004 Plan earned in fiscal year 2006, but paid in 2007. The amount shown for each named executive officer in the "Non-Equity Incentive Plan Compensation" column for 2007 is attributable to a bonus

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award under the 2004 Plan earned in fiscal year 2007, but paid in 2008. No bonuses were paid out to any named executive officer for fiscal year 2008, as further described under the "Annual Performance-Based Incentive (Bonus)" section.

(7)

Amounts in the "All Other Compensation" column consist of the following payments we paid to or on behalf of the named executive officers.

(a)

All executives and certain other employees receive monthly car allowances.



(b)

Meal discounts are provided to executives and valued based on approximately 57% of the cost of the meal, which represents the average cost of goods and labor. The amount reflects actual usage (whether for business or personal use) by the named executive officers.



(c)

Long term disability insurance and life insurance is provided to certain executives and paid by the Company. The value represents the premiums paid by the Company.



(d)

Mr. Mullen, chief executive officer, commuted to his home in Arizona from the Company's headquarters in Denver, Colorado in each of the years represented. Pursuant to his employment agreement with the Company, the Company has agreed to pay or reimburse Mr. Mullen for travel expenses he incurs commuting between Arizona and the Company's headquarters, from time to time. For 2007, this amount includes $108,476 for travel on both commercial and charter flights, and taxi and automobile rental and $7,195 in attorney's fees for negotiation of Mr. Mullen's amended and restated employment agreement.



(e)

Pursuant to his employment agreement, until April 2007, the Company provided Mr. Mullen with use of a furnished apartment in Denver and reimbursed him for certain utility expenses. These expenses for 2006 were $60,325 which included $58,800 annual rent at the rate of $4,900 per month and approximately $1,525 in utilities and other miscellaneous expenses. These expenses for 2007 were $10,415 which included $9,800 for rent at the rate of $4,900 per month and approximately $614 in utilities and other miscellaneous expenses.



(f)

Amounts represent tax gross ups for taxes on commuting and relocation/housing compensation paid to Mr. Mullen identified in the commuting expenses and housing columns.



(g)

Amounts represent tax gross ups paid to Mr. Brighton in 2006 related to compensation paid to Mr. Brighton in 2005.



(h)

Amounts represent tax gross ups paid to Ms. Lintonsmith in 2007 related to a signing bonus paid to Ms. Lintonsmith in 2007.

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Grants of Plan-Based Awards

        The following table provides additional information about stock option awards and equity and targeted non-equity incentive plan awards granted to our named executive officers during fiscal 2008. The estimated future payout column reflects estimated bonuses that would have been paid had the Company met its EBITDA bonus targets for 2008. No bonuses were paid as no targets were met.

(1)

No executive officer, including the named executive officers, received any cash bonus incentive awards for 2008 performance. Amounts reflected for 2008 indicate potential bonus payouts only, which were not paid as 2008 bonus performance targets were not achieved, as discussed above in "Compensation Discussion and Analysis—Annual Performance-Based Incentive (Bonus)".

(2)

The restricted stock granted on February 26, 2008 was issued pursuant to the 2007 Plan and vests 25% on each anniversary date of issuance over a four-year period. The restricted stock granted Mr. Mullen on August 15, 2008 was issued pursuant to the 2007 Plan and vests 50% on December 31, 2010 and December 31, 2011 subject to certain performance and other conditions described in the agreement.

(3)

Options issued on February 26, 2008 were granted pursuant to the 2007 Plan, and vest 25% on the first anniversary date of issuance and the balance vest pro-rata on a monthly basis over the following 36-month period. Options are exercisable for ten years from the date of issuance, subject to continuing employment or service with the Company as defined in the 2007 Plan, and certain other conditions.

(4)

See Note 14 to our financial statements included in our annual report on Form 10-K for the fiscal year ended December 28, 2008 for descriptions of the methodologies and assumptions we use to value option awards pursuant to FAS 123R.

(5)

We also utilize a Minimum/Minimum (Min/Min) target, so that in the event actual EBITDA exceeds the Min/Min target and is less than the Minimum (Threshold) target, the amount of bonus to which the executive is entitled is adjusted on a pro rata basis from the Minimum (Threshold) amount set forth above. For 2008, no bonus was payable to the named executive officers because actual EBITDA fell below the Min/Min EBITDA target.

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Outstanding Equity Awards at 2008 Fiscal Year-End