SEPARATION, TRANSITION, AND RELEASE OF CLAIMS AGREEMENT

1.

Separation Date; Transition Period; Equity.  Provided ▇▇. ▇▇▇▇ signs and returns this Agreement on or before November 26, 2020 and does not revoke his acceptance of this Agreement, the following terms shall apply:

a.

▇▇. ▇▇▇▇’▇ effective date of separation will be March 15, 2021 (the “Separation Date”).  As of the Separation Date, ▇▇. ▇▇▇▇ will resign from any and all positions he holds as of such date as an officer or employee of the Company or any of its subsidiaries or affiliates, and further agrees to execute and deliver any documents reasonably necessary to effectuate such resignations, as requested by the Company.  

b.

▇▇. ▇▇▇▇ will, through November 29, 2020, continue to serve as Executive Vice President and Chief Financial Officer pursuant to the terms of the Employment Agreement.  As of November 30, 2020, ▇▇. ▇▇▇▇ will transition from his position as Executive Vice President and Chief Financial Officer to the role of Strategic Advisor, and will provide transitional support to the successor Chief Financial Officer as the Company’s CEO and Board of Directors deem appropriate.  The period from November 30, 2020 through the Separation Date will be a transition period (the “Transition Period”), during which ▇▇. ▇▇▇▇ will use his best efforts to professionally, timely and cooperatively perform his duties as Strategic

Advisor and will provide transitional support to the successor Chief Financial Officer, as well as such additional transition duties as may be requested by and at the direction of the Chief Executive Officer and the Board (the “Transition Duties”).  During the Transition Period, ▇▇. ▇▇▇▇ shall not engage in any business or perform any services in any capacity that would, in the reasonable judgment of the Company, interfere with the full and proper performance by ▇▇. ▇▇▇▇ of his duties.  

c.

As of November 29, 2020, the Employment Agreement will terminate and be of no further force or effect other than Sections 8 and 9 thereof, which shall remain in full force and effect in accordance with their terms (the “Surviving Sections”).  
During the Transition Period, ▇▇. ▇▇▇▇ will remain an employee of the Company, and will receive a base salary at the annualized rate of $375,000, less all applicable taxes and withholdings, to be paid in accordance with the Company’s regular payroll practices.  ▇▇. ▇▇▇▇ shall, during the Transition Period, continue to participate in the Company’s benefit plans (pursuant to the terms and conditions of such plans).  

d.

On his last day of employment, ▇▇. ▇▇▇▇ shall be paid all unpaid base salary earned through such date, including any amounts for accrued but unused vacation time (e.g., four (4) weeks less any vacation taken from August 1, 2020 through his last day), and shall be reimbursed for any business expenses properly incurred through such date for which he has sought reimbursement (together, the “Accrued Obligations”).  All salary payments from the Company will cease as of ▇▇. ▇▇▇▇’▇ last day of employment and any benefits ▇▇. ▇▇▇▇ had as of such date under Company-provided benefit plans, programs, or practices will terminate, except as required by federal or state law and as set forth in Section 2, below.

e.

Pursuant to the 2020 Home Office Bonus Program for Ruth’s Hospitality Group, Inc. (the “2020 Bonus Program”), to the extent FY2020 EBITDA is less than the prior year EBITDA, no bonus will be awarded for FY2020 and ▇▇. ▇▇▇▇ will not be entitled to receive any bonus compensation.  However, due to the extraordinary circumstances brought about by the COVID-19 pandemic, to the extent the Board of Directors of the Company and/or the Compensation Committee implements an alternative discretionary bonus for its executives for FY2020, ▇▇. ▇▇▇▇ shall receive such a discretionary bonus, to be paid in an amount and manner determined by the Compensation Committee, provided that any discretionary bonus awarded to ▇▇. ▇▇▇▇ for FY2020 shall be no less than the ratio of said discretionary bonus to current target bonus utilized in the calculation of any FY2020 discretionary bonus awarded to other senior executives of the Company.  If ▇▇. ▇▇▇▇ is not awarded a discretionary bonus for FY2020 pursuant to this section, or if the value of any discretionary bonus for FY2020 that may be awarded to ▇▇. ▇▇▇▇ is less than fifty percent (50%) of his 2019 bonus compensation, ▇▇. ▇▇▇▇ shall be awarded an additional bonus amount such that his total bonus compensation for FY2020 equals fifty percent (50%) of his 2019 bonus compensation, which bonus shall be paid in a lump sum no later than

March 15, 2021.  For the avoidance of doubt, ▇▇. ▇▇▇▇ shall not be eligible to receive any bonus amount for FY2021.

2.

Separation Benefits.  Provided that ▇▇. ▇▇▇▇ (i) has timely signed and returned this Agreement and has not revoked his acceptance of this Agreement, (ii) signs and returns the Additional Release of Claims attached hereto as Attachment A (the “Additional Release”) on, but not before, the Separation Date and does not revoke the Additional Release, (iii) remains employed by the Company as a Strategic Advisor through the Separation Date, and (iv) complies with the terms of this Agreement, ▇▇. ▇▇▇▇ shall receive the following separation benefits (the “Separation Benefits”):

a.

Base Salary Compensation.  The Company shall, between the Separation Date and the twelve (12)-month anniversary thereof, pay to ▇▇. ▇▇▇▇ a monthly payment of $31,250.00, less all applicable taxes and withholdings (an amount equal in the aggregate to his prior twelve (12) months’ base salary).

b.

Restricted Stock.  All restricted stock awards granted to ▇▇. ▇▇▇▇ during his employment that are scheduled to vest on or before March 15, 2022 shall become vested and free from forfeiture effective as of the Separation Date.  It is acknowledged and understood that any shares of restricted stock that do not become vested pursuant to this Section shall be forfeited to the Company without any consideration and ▇▇. ▇▇▇▇ shall no longer have any rights with respect thereto.

c.

COBRA.  Should ▇▇. ▇▇▇▇ timely elect and be eligible to continue receiving group health insurance pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will, until the twelve (12)-month anniversary of the Separation Date (the “COBRA Contribution Period”), continue to pay the share of the premiums for such coverage to the same extent it was paying such premiums on his behalf immediately prior to the Separation Date.  The remaining balance of any premium costs during the COBRA Contribution Period, and all premium costs thereafter, shall be paid by ▇▇. ▇▇▇▇ on a monthly basis for as long as, and to the extent that, he remains eligible for COBRA continuation.

d.

Life Insurance.   Should ▇▇. ▇▇▇▇ timely convert his coverage under the company’s group life insurance policy to an individual policy following the Separation Date, the Company shall pay ▇▇. ▇▇▇▇ an amount equal to the annual premium for said policy, less applicable taxes and withholdings, for the period March 15, 2021 through March 15, 2022.

e.

Automobile Allowance.  The Company shall, until the twelve (12)-month anniversary of the Separation Date, pay to ▇▇. ▇▇▇▇ a monthly automobile allowance of $900.00, less all applicable taxes and withholdings.

3.

Release of Claims.  In exchange for the consideration set forth in this Agreement, which ▇▇. ▇▇▇▇ acknowledges he would not otherwise be entitled to receive, ▇▇. ▇▇▇▇ hereby

fully, forever, irrevocably and unconditionally releases, remises and discharges the Company, its affiliates, subsidiaries, parent companies, predecessors, and successors, and all of their respective past and present officers, directors, stockholders, partners, members, employees, agents, representatives, plan administrators, attorneys, insurers and fiduciaries (each in their individual and corporate capacities) (collectively, the “Released Parties”) from any and all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys’ fees and costs), of every kind and nature that ▇▇. ▇▇▇▇ ever had or now has against any or all of the Released Parties up to the date on which ▇▇. ▇▇▇▇ signs this Agreement, whether known or unknown, including, but not limited to, any and all claims arising out of or relating to ▇▇. ▇▇▇▇’▇ employment with, separation from, and/or ownership of securities of the Company, including, but not limited to, all claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., the Americans With Disabilities Act of 1990, 42 U.S.C. § 12101 et seq., the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., the Genetic Information Nondiscrimination Act of 2008, 42 U.S.C. § 2000ff et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Worker Adjustment and Retraining Notification Act (“WARN”), 29 U.S.C. § 2101 et seq., the Rehabilitation Act of 1973, 29 U.S.C. § 701 et seq., Executive Order 11246, Executive Order 11141, the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., and the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. § 1001 et seq., all as amended; all claims arising out of the Florida Civil Rights Act of 1992, Fla. Stat. § 760.01 et seq., Fla. Stat. §§ 448.07 and 725.07 (Florida equal pay laws), Fla. Stat. § 250.481 (Florida military leave law), Fla. Stat. § 760.40 (Florida genetic testing law), and Fla. Stat. § 448.101 et seq. (Florida anti-retaliation law), all as amended; all common law claims including, but not limited to, actions in defamation, intentional infliction of emotional distress, misrepresentation, fraud, wrongful discharge, and breach of contract (including, without limitation, all claims arising out of or related to the Employment Agreement); all claims to any non-vested ownership interest in the Company or its affiliates, contractual or otherwise; all state and federal whistleblower claims to the maximum extent permitted by law; and any claim or damage arising out of ▇▇. ▇▇▇▇’▇ employment with and/or separation from the Company (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; provided, however, that this release of claims shall not (i) prevent ▇▇. ▇▇▇▇ from filing a charge with, cooperating with, or participating in any investigation or proceeding before, the Equal Employment Opportunity Commission or a state fair employment practices agency (except that ▇▇. ▇▇▇▇ acknowledges that he may not recover any monetary benefits in connection with any such charge, investigation, or proceeding, and ▇▇. ▇▇▇▇ further waives any rights or claims to any payment, benefit, attorneys’ fees or other remedial relief in connection with any such charge, investigation or proceeding), or (ii) deprive ▇▇. ▇▇▇▇ of any rights ▇▇. ▇▇▇▇ may have to be indemnified by the Company as provided in any agreement between the Company and ▇▇. ▇▇▇▇, including, but not limited to, this Agreement, or pursuant to the Company’s Certificate of Incorporation or By-Laws.

4.

Continuing Obligations.  ▇▇. ▇▇▇▇ acknowledges and reaffirms his continuing confidentiality, non-competition, and non-solicitation obligations (the “Restrictive

Covenant Obligations”), as set forth in the Surviving Sections, which survive his separation from employment and remain in full force and effect.

5.

Non-Disparagement.  ▇▇. ▇▇▇▇ understands and agrees that, except as otherwise permitted by Section 12 below, he will not, in public or private, make any false, disparaging, negative, critical, adverse, derogatory or defamatory statements, whether orally or in writing, including online (including, without limitation, on any social media, networking, or employer review site) or otherwise, to any person or entity, including, but not limited to, any media outlet, industry group, key opinion leader, financial institution, or current or former employee, board member, consultant, shareholder, client or customer of the Company, regarding the Company or any of the other Released Parties, or regarding the Company’s business affairs, business prospects, or financial condition.  

6.

Time for Consideration and Revocation.  ▇▇. ▇▇▇▇ acknowledges that he was initially presented with this Agreement on November 5, 2020 (the “Receipt Date”).  ▇▇. ▇▇▇▇ understands that this Agreement shall be of no force or effect unless he signs and returns this Agreement on or before November 26, 2020 and does not revoke his acceptance of this Agreement within the seven day period after his execution (the eighth day following such execution, the “Agreement Effective Date”).  ▇▇. ▇▇▇▇ further understands that he is not eligible to receive the Separation Benefits unless he timely signs, returns, and does not revoke the Additional Release.

7.

Acknowledgements.  ▇▇. ▇▇▇▇ acknowledges that he has been given at least twenty-one (21) days from the Receipt Date to consider this Agreement and the Additional Release (the “Consideration Period”), and that he is hereby advised to consult with an attorney of his own choosing prior to signing this Agreement and the Additional Release. ▇▇. ▇▇▇▇ acknowledges that he is entering into this Agreement with full knowledge of his right to obtain such counsel, and that he is entering into this Agreement and the Additional Release on a voluntary basis and has relied upon no promises or representations by anyone except as contained in this document. ▇▇. ▇▇▇▇ further acknowledges and agrees that any changes made to this Agreement or any attachments hereto following his initial receipt of this Agreement on the Receipt Date, whether material or immaterial, shall not re-start or affect in any manner the Consideration Period. ▇▇. ▇▇▇▇ understands that he may revoke this Agreement and the Additional Release for a period of seven (7) days after he signs each document by notifying the Company in writing, and that neither this Agreement nor the Additional Release shall be effective or enforceable until the expiration of the document’s respective seven (7) day revocation period. ▇▇. ▇▇▇▇ understands and agrees that by entering into this Agreement and Additional Release he will be waiving any and all rights or claims he might have under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, and that he has received consideration beyond that to which he was previously entitled.  

8.

Voluntary Assent.  ▇▇. ▇▇▇▇ affirms that no other promises or agreements of any kind have been made to or with him by any person or entity whatsoever to cause him to sign this Agreement, and that he fully understands the meaning and intent of this Agreement.  ▇▇. ▇▇▇▇ further states and represents that he has carefully read this Agreement,

understands the contents herein, freely and voluntarily assents to all of the terms and conditions hereof, and signs his name of his own free act.

9.

Dispute Resolution.  This Agreement shall be interpreted and construed by the laws of the State of Florida, without regard to conflict of laws provisions.  Any dispute arising out of or relating to this Agreement shall be resolved by arbitration held in Orange County, Florida and conducted in accordance with the rules then existing of the American Arbitration Association (other than a dispute pertaining to the Restrictive Covenant Obligations, in which event a Party may seek injunctive relief in a court of competent jurisdiction).  The Company and ▇▇. ▇▇▇▇ agree to select an arbitrator with experience in employment law and executive compensation and benefits.

10.

Cooperation.  ▇▇. ▇▇▇▇ agrees that, through March 15, 2022, and to the extent permitted by law, he shall cooperate fully with the Company in the investigation, defense or prosecution of any claims or actions which already have been brought, are currently pending, or which may be brought in the future against the Company by a third party or by or on behalf of the Company against any third party, whether before a state or federal court, any state or federal government agency, or a mediator or arbitrator.  ▇▇. ▇▇▇▇’▇ full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with the Company’s counsel, at reasonable times at locations designated by the Company in Orange County, Florida or within 10 miles of ▇▇. ▇▇▇▇’▇ residence, to investigate or prepare the Company’s claims or defenses, to prepare for trial or discovery or an administrative hearing, mediation, arbitration or other proceeding, to provide any relevant information in his possession, and to act as a witness when requested by the Company.  In the event the Company requests ▇▇. ▇▇▇▇ to travel outside the geographic limits set forth in this Section 10, the Company will promptly reimburse ▇▇. ▇▇▇▇ for any travel expenses he incurs in connection with his compliance with this Section 10.  ▇▇. ▇▇▇▇ further agrees that, to the extent permitted by law, he will notify the Company promptly in the event that he is served with a subpoena (other than a subpoena issued by a government agency), or in the event that he is asked to provide a third party (other than a government agency) with information concerning any actual or potential complaint or claim against the Company.

11.

Indemnification.  In the event ▇▇. ▇▇▇▇ is made, or threatened to be made a party to any legal action or proceeding, whether civil or criminal or administrative, by reason of the fact that ▇▇. ▇▇▇▇ is, or was, an officer of the Company or serves or served any other affiliate or subsidiary of the Company in any capacity at the request of the Company, ▇▇. ▇▇▇▇ shall be indemnified by the Company, and the Company shall pay ▇▇. ▇▇▇▇’▇ related expenses including, but not limited to, attorneys’ fees and costs and travel expenses, when and as incurred, to the full extent permitted by the General Corporation Law of the State of Delaware, if he acted in good faith and in a manner he believed to be in or not opposed to the best interests of the Company and, in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.  In all cases, such payments shall be made prior to the end of the calendar year following the year such expenses were incurred, or such sooner date as required to avoid penalties under Code Section 409.

12.

Confidentiality. ▇▇. ▇▇▇▇ understands and agrees that, except as otherwise permitted by Section 13 below, the contents of the negotiations and discussions resulting in this Agreement shall be maintained as confidential by ▇▇. ▇▇▇▇ and his agents and representatives and shall not be disclosed except as otherwise agreed to in writing by the Company and except to his immediate family, legal, financial and tax advisors, on the condition that any individuals so informed must hold the above information in strict confidence.  

13.

Scope of Disclosure Restrictions. Nothing in this Agreement or elsewhere (including, without limitation, in the Surviving Sections) prohibits ▇▇. ▇▇▇▇ from communicating with government agencies about possible violations of federal, state, or local laws or otherwise providing information to government agencies, filing a complaint with government agencies, or participating in government agency investigations or proceedings. ▇▇. ▇▇▇▇ is not required to notify the Company of any such communications; provided, however, that nothing herein authorizes the disclosure of information ▇▇. ▇▇▇▇ obtained through a communication that was subject to the attorney-client privilege.  Further, notwithstanding ▇▇. ▇▇▇▇’▇ confidentiality and nondisclosure obligations, ▇▇. ▇▇▇▇ is hereby advised as follows pursuant to the Defend Trade Secrets Act: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.  An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”

14.

Death.  In the event ▇▇. ▇▇▇▇ should die prior to the twelve (12) month anniversary of the Separation Date, the Separation Benefits shall be paid to ▇▇. ▇▇▇▇’▇ spouse or, if ▇▇. ▇▇▇▇’▇ spouse predeceases him or they die together, then to ▇▇. ▇▇▇▇’▇ estate, until the twelve (12) month anniversary of the Separation Date.

15.

Amendment and Waiver. This Agreement shall be binding upon the Parties and may not be modified in any manner, except by an instrument in writing of concurrent or subsequent date signed by duly authorized representatives of the Parties.  This Agreement is binding upon and shall inure to the benefit of the Parties and their respective agents, assigns, heirs, executors, administrators, personal representatives, and successors.  No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right.  A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar to or waiver of any right on any other occasion.

16.

Validity. Should any provision of this Agreement be declared or be determined to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be

affected thereby and said illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement.

17.

Nature of Agreement. ▇▇. ▇▇▇▇ understands and agrees that this Agreement is a separation and transition agreement and does not constitute an admission of liability or wrongdoing on the part of the Company. The Parties acknowledge that this Agreement is a joint product and shall not be construed for or against any Party on the ground of sole authorship.

18.

Entire Agreement. This Agreement sets forth the entire agreement between the Parties and fully supersedes any and all prior agreements or understandings between them pertaining to the subject matter hereof, including the Employment Agreement; provided, however, for the avoidance of doubt, that nothing in this Section 18 shall modify, cancel or supersede the Surviving Sections (including the Restrictive Covenant Obligations), which shall remain in full force and effect both during the Transition Period and following ▇▇. ▇▇▇▇’▇ separation from employment.

19.

Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.  Facsimile and PDF signatures shall be deemed to be of equal force and effect as originals.

20.

Breach.  ▇▇. ▇▇▇▇ acknowledges and agrees that his compliance with his obligations under this Agreement is a condition to the Company’s obligation to provide (or continue providing, as applicable) the Severance Benefits.  ▇▇. ▇▇▇▇ understands and agrees that any material breach of his obligations under this Agreement will immediately render the Company’s obligations hereunder null and void, the Severance Benefits shall immediately cease, and  ▇▇. ▇▇▇▇ shall be obligated to immediately repay to the Company the net amount of any Severance Benefits previously paid pursuant to this Agreement.  For the avoidance of doubt, neither ▇▇. ▇▇▇▇’▇ material breach of this Agreement nor the Company’s subsequent termination of its obligations hereunder shall affect ▇▇. ▇▇▇▇’▇ release of claims against the Company pursuant to Section 3 hereof.  Notwithstanding anything to the contrary herein, ▇▇. ▇▇▇▇ shall not be deemed in breach or material breach of this Agreement unless the Company has first provided ▇▇. ▇▇▇▇ with at least 30 calendar days’ written notice and opportunity to cure any alleged breach and reasonably concluded that ▇▇. ▇▇▇▇ failed to cure within the cure period.

21.

Tax Acknowledgment.  In connection with the Separation Benefits provided to ▇▇. ▇▇▇▇ pursuant to this Agreement, the Company shall withhold and remit to the tax authorities the amounts required under applicable law, and ▇▇. ▇▇▇▇ shall be responsible for all applicable taxes owed by him with respect to such Separation Benefits under applicable law.  ▇▇. ▇▇▇▇ acknowledges that he is not relying upon the advice or representation of the Company with respect to the tax treatment of any of the Separation Benefits set forth in this Agreement.  It is intended that the Separation Benefits shall be exempt from or compliant with Section 409A of the Internal Revenue Code (“Section 409A”) and that each installment of the Separation Benefits under this Agreement shall be treated as a separate “payment” for purposes of Section 409A.  ▇▇. ▇▇▇▇ acknowledges and agrees that the Company is not making any representations or warranties to him and shall have no liability

to him or any other person if any provisions of or payments and benefits provided under this Agreement are determined to constitute deferred compensation subject to Section 409A but not to satisfy an exemption from, or the conditions of, that section.