RUBY TUESDAY, INC.
PARTNER AGREEMENT
THIS PARTNER AGREEMENT ("Agreement") is made as of the 6th day of June, 2001
(the "Effective Date"), by and between RUBY TUESDAY, INC., a Georgia corporation
("RTI"), and ROBERT D. McCLENAGAN, JR., an employee of RTI ("Partner").
STATEMENT OF BACKGROUND INFORMATION
A. RTI desires that the Partner serve as a concept partner regarding Company
operated Ruby Tuesday restaurants.
B. The Partner desires to serve in such capacity pursuant to the terms and
conditions of this Agreement.
C. The parties wish to set forth Partner's duties, obligations, and compensation
during the Term (hereinafter defined).
STATEMENT OF AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and
promises herein contained, and other good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged, the parties agree as
follows:
ARTICLE I. AUTHORITY AND RESPONSIBILITIES
1.1 The Partner shall serve as a concept partner of RTI responsible for the
development and operation of RTI's Ruby Tuesday(R) concept restaurants (the
"Concept"; restaurants in the Concept are herein referred to as a "Restaurant"
or "Restaurants") as directed by RTI from time to time. In such capacity, the
Partner shall be charged with the general supervision, operation, growth (at a
rate not less than fifty (50) new Restaurants each Fiscal Year [hereinafter
defined]) and management of the Concept including, without limitation, those
objectives set forth on the Strategic Plan attached as Exhibit A hereto. RTI
shall have the right to amend, prospectively, Exhibit A, in its sole discretion.
Partner shall further perform such other duties related to the Concept as
directed and determined from time to time by RTI. The Partner shall report to
the Chief Executive Officer of RTI.
1.2 Reconfiguration of the Concept. RTI reserves the right, in its sole
discretion, to reconfigure the Concept, including the closing and opening of
Restaurants in its sole discretion. In the event a Restaurant is closed, such
Restaurant shall be included in all elements of the bonus calculation (including
calculations that may reduce bonus) through the date of closing and for purposes
of any post-closing charges or expenses. In the event a new Restaurant is
opened, such Restaurant shall be included in calculation of all elements of the
bonus (including calculations that may reduce bonus) as of the date of opening.
All such adjustments described in this Section 1.2 shall be determined by RTI
according to its normal policies and procedures, but in RTI's sole discretion.
ARTICLE II. PARTNER PERFORMANCE COMMITMENT
2.1 Delivery of RTI Stock. Within ten (10) days following Partner's execution of
this Agreement, the Partner shall deliver to RTI a number of shares of RTI
common stock registered in the name of Partner having a value, in total, equal
to at least Three Hundred Thousand Dollars ($300,000.00) to secure satisfactory
performance by Partner of the duties and responsibilities to be discharged by
the Partner pursuant to the terms of this Agreement. The number of such shares
to be delivered shall be determined based upon the highest per share closing
price of RTI common stock reported for any trading day within the thirty (30)
day period prior to the Effective Date. The shares of RTI common stock delivered
to RTI pursuant to this Section 2.1 (or the proceeds thereof if the shares have
been converted or exchanged for other securities in connection with a corporate
event affecting RTI's capital structure including, without limitation, stock
splits and stock dividends) are referred to hereafter as the "Escrowed Shares."
Partner shall hold good title to the Escrowed Shares, free and clear of all
liens, charges and encumbrances or restrictions on transferability. With the
Escrowed Shares, the Partner shall also tender an irrevocable stock power in
favor of the Secretary of RTI (or any other officer of RTI designated in writing