· a sign-on bonus of $200,000, subject to a pro-rated clawback if Mr. Constant’s employment with the Company terminates less than 24 full months after the Effective Date;

· a target annual bonus of 70% of base salary, based on the satisfaction of certain performance targets to be determined by the Compensation Committee, with the target percentage subject to adjustment beginning in fiscal 2018;

· sign-on equity awards consisting of (x) a stock option with a Black-Scholes grant date fair value of $400,000, (y) restricted stock units (“RSUs”) with a grant date fair value of $200,000, and (z) performance stock units (“PSUs”) representing that number of shares of the Company’s common stock (at target) equal to $400,000 divided by the closing price of the Company’s common stock on January 3, 2017 (such PSU grant will be subject to approval of the Company’s new equity incentive plan at the shareholder meeting in fiscal year 2017). The stock option and RSUs will be granted on January 3, 2017, and each award will vest over four years in substantially equal annual installments on the anniversaries of the date of grant, subject to continued employment through each such vesting date. The PSUs will be granted in the first quarter of 2017 and will cliff-vest at the end of a three-year performance cycle, generally subject to Mr. Constant’s continued employment through the applicable vesting date, with the number of awards to be issued to be determined based on achievement of EBITDA and ROIC threshold, target, or maximum objectives. Specific EBITDA and ROIC targets will be approved by the Compensation Committee of the Board in the first quarter of fiscal year 2017;

· annual long-term incentive awards as may be approved by the Compensation Committee of the Board from time to time. Beginning with the 2018 fiscal year, the Company agreed to grant Mr. Constant a long-term incentive award with a target grant date value equal to 150% of his base salary; and

· certain other benefits, including an annual car allowance and the right to participate in all savings, retirement, medical, welfare, and insurance plans and programs to the same extent as other senior executive employees of the Company.

Upon either Mr. Constant’s termination by the Company without cause, or by Mr. Constant for good reason (each term as defined in the Employment Agreement), Mr. Constant will receive, among other things, a severance payment equal to his annual base salary then in effect. This amount would be paid in a lump sum in cash within 60 days after the effective date of such termination. The Employment Agreement contains confidentiality, non-compete, and non-interference covenants from Mr. Constant, including a 12-month covenant not to compete with the Company and its subsidiaries (i) in a burger focused restaurant business in the United States, the Canadian provinces of

Alberta and British Columbia, or any other country where the Company conducts business as of the date Mr. Constant’s employment terminates or (ii) with certain casual dining and brew-centric restaurant concepts specified in the Employment Agreement or their successors.

The foregoing summary of the material terms of the Employment Agreement is qualified by reference to the full Employment Agreement, a copy of which is expected to be filed with the Company’s annual report on Form 10-K for fiscal year 2016.

Item 7.01. Regulation FD

On December 13, 2016, the Company issued a press release announcing the appointment of Mr. Constant as the Company’s new Executive Vice President and Chief Financial Officer. A copy of this press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference to this Item 7.01.

The information set forth in this Item 7.01 including the information set forth in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits

Exhibits.

99.1 Red Robin Gourmet Burgers, Inc. Press Release dated December 13, 2016.

About RED ROBIN GOURMET BURGERS, INC. (NASDAQ:RRGB)

Red Robin Gourmet Burgers, Inc., together with its subsidiaries, primarily develops, operates and franchises casual-dining restaurants and fast-casual restaurants in North America and focuses on serving a selection of gourmet burgers. The Company is primarily engaged in the sale of food and beverages at the Company-owned restaurants. Its menu features a line of gourmet burgers, as well as its line of Red’s Tavern Double Burgers and its Red Robin’s line of half-pound Angus beef burgers with various toppings. It also offers burgers made from chicken breasts, fish fillets, turkey patties, as well as vegetarian and vegan options. It offers a selection of buns, including ciabatta, gluten free, sesame, onion, whole grain, jalapeno and lettuce wraps a range of toppings, including fresh guacamole, house made barbeque sauces, aiolis, grilled pineapple, crispy onion straws, sauteed mushrooms, fried jalapenos, bruschetta salsa, coleslaw, over eight cheese choices and a fried egg.

RED ROBIN GOURMET BURGERS, INC. (NASDAQ:RRGB) Recent Trading Information

RED ROBIN GOURMET BURGERS, INC. (NASDAQ:RRGB) closed its last trading session up +3.10 at 54.45 with 189,301 shares trading hands.