THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Red Robin Gourmet Burgers, Inc. (RRGB)

4/21/2006 Proxy Information

Mr. Singer is a partner with O’Melveny & Myers LLP. We previously used O’Melveny & Myers for representation on various legal matters, including SEC filings, acquisitions, financings, and other general corporate matters. As of December 25, 2005, the Company is no longer utilizing the services of this law firm, other than for de minimis transition matters.

4/22/2005 Proxy Information

During 2004, our compensation committee consisted of Edward T. Harvey, Jr., (chairman), James T. Rothe and Gary J. Singer. Until his resignation on December 2, 2004, Terrence D. Daniels served on the committee as chairman. Other than service on the board of directors, we did not employ any members of the compensation committee during 2004. No member of our compensation committee and none of our executive officers serve as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or compensation committee. Certain transactions and relationships between us and Mr. Singer, Mr. Daniels and Mr. Harvey, or one or more of their affiliates, are described below.

Transactions involving Mr. Singer. Mr. Singer is a partner of O’Melveny & Myers LLP. We have engaged O’Melveny & Myers LLP to represent us on various legal matters, including SEC filings, financings and other general corporate matters.

Transactions involving Mr. Harvey and Mr. Daniels (a former Director). Pursuant to a registration rights agreement, we were required to pay substantially all registration expenses, other than underwriting discounts and commissions, in connection with a secondary offering of our common stock that was completed by certain selling stockholders in August 2004. Mr. Daniels was affiliated with the selling stockholders in the offering, and Mr. Harvey had a pecuniary interest in the shares that were sold in the offering. The Company paid $200,376 in registration, legal, accounting and other fees and expenses in connection with the registration and sale of 1,937,543 shares of our common stock held by these selling stockholders. The Company did not receive any proceeds from this offering.

The officer loans discussed below existed prior to the enactment of the Sarbanes-Oxley Act of 2002. We will not grant any new loans or renew or materially modify any existing loans, including these loans, to any of our executive officers or directors.

During 2002, our board of directors approved the early exercise of options to purchase 775,862 shares of our common stock and the exercise of an additional 146,552 fully vested options held by certain of our executive officers in exchange for full recourse promissory notes. Each executive officer has pledged the shares acquired by him as collateral for repayment of his respective note or notes. The shares acquired by each executive officer upon the early exercise are subject to a right of repurchase in our favor at the lower of the price paid by the executive officers for the shares acquired by them upon the early exercise or the fair market value of these shares on the date that we exercise our right of repurchase. This right lapses on the same schedule that the shares underlying the original options would have become vested and exercisable. The indebtedness represented by each executive officer’s promissory note or notes becomes immediately due and payable in the event that the executive officer’s employment is terminated for any reason. The transactions are further described below:

Š Michael J. Snyder elected to exercise options to purchase an aggregate of 517,241 shares of common stock. Mr. Snyder paid the exercise price by delivering a full recourse promissory note in the principal amount of $3,000,000. This promissory note bears interest at 4.65% per annum, with principal and accrued and unpaid interest due and payable on December 31, 2009. All of Mr. Snyder’s exercised options are fully vested. Interest accrued on this note as of March 20, 2005 totaled $425,700. There were no payments of principal or interest under this loan during 2004.

Š Mr. McCloskey elected to exercise options to purchase an aggregate of 172,415 shares of common stock. Mr. McCloskey paid the exercise price by delivering three full recourse promissory notes in the aggregate principal amount of $1,050,000. These promissory notes bore interest at 4.65% per annum. On December 24, 2004, Mr. McCloskey repaid all of the outstanding principal and interest related to his loans.

Š Robert J. Merullo elected to exercise options to purchase 86,207 shares of common stock. Mr. Merullo paid the exercise price by delivering a full recourse promissory note in the principal amount of $500,000. This promissory note bore interest at 4.65% per annum. On December 24, 2004, Mr. Merullo repaid all of the outstanding principal and interest related to his loan.

Š Michael E. Woods elected to exercise options to purchase an aggregate of 146,551 shares of common stock. Mr. Woods paid the exercise price by delivering two full recourse promissory notes in the aggregate principal amount of $850,000. These promissory notes bore interest at 4.65% per annum. On December 20, 2004, Mr. Woods repaid all of the outstanding principal and interest related to his loan.

Mr. Snyder had two additional loans pursuant to his employment agreement, each in the aggregate principal amount of $300,000, as evidenced by promissory notes dated June 30, 2000 and February 27, 2001, which bore interest at 6.62% and 5.07%, respectively. During February 2005, Mr. Snyder repaid all of the outstanding principal and interest related to these loans.

Mr. Snyder and Mr. Merullo own 31.0% and 7.0%, respectively, of Mach Robin, LLC (“Mach Robin”), which operates Red Robin restaurants® under a franchise agreement. We recognized royalty income from Mach Robin of $924,700 in 2004. Prior to January 2004, an entity controlled by Mach Robin had a 40.0% ownership interest in, and a right to share in up to 60.0% of the profits of Red Robin Restaurants of Canada, Ltd. (“RRRC”), which operated Red Robin restaurants® in two Canadian provinces under franchise agreements. We recognized royalty income from RRRC of $909,000 in 2004. In January 2004, an entity controlled by Mach Robin acquired the remaining 60% ownership interest in RRRC that it did not already hold after we waived our right of first refusal. The franchise agreements held by RRRC remain in place and RRRC is now controlled entirely by Mach Robin, or its subsidiaries. The Company also has operating leases on two restaurants from two entities in which Mach Robin has an ownership interest. The Company paid these entities a total of $638,200 in rent and other related payments under the leases in 2004.

Our indoor plant maintenance supplier for our Denver area restaurants and corporate office, Tropical Interiors, is operated by one of Mr. Snyder’s brothers, Brad Snyder. We paid Tropical Interiors $348,700 in 2004. We plan to continue using the services of Tropical Interiors in 2005.

Benjamin D. Graebel is the chief executive officer of Graebel Companies, Inc., a privately held transportation and relocation service provider. During 2004, we paid Graebel Companies $162,000 for various relocation services and storage fees. We plan to continue using the services of Graebel Companies, Inc. in 2005.