RUTH Ruths Hospitality Group Inc

On May 31, 2023, Ruth’s Hospitality Group, Inc., a Delaware corporation (the “Company”) entered into an employment agreement (the “Employment Agreement”) with Cheryl Henry, current Chairperson of the Board, President and Chief Executive Officer of the Company, that will be effective as of the closing of the proposed acquisition of the Company (the “Transaction”) by Darden Restaurants, Inc. (“Darden”). Under the Employment Agreement, Ms. Henry will remain employed with the Company and (i) have the title of Brand President, (ii) receive a base salary of $550,000, (iii) in lieu of continued participation in the Company’s Home Office Bonus Program (as defined in the Employment Agreement) for the remainder of 2023, receive a target annual bonus equal to 70% of her base salary, which will be earned based on the achievement of the financial objectives of Darden but with a guaranteed payment of at least the pro-rata portion of $385,000 for the period of active employment, provided the terms of the bonus plan are met, and including a pro-rata payment if she is terminated due to death or disability, (iv) receive a Darden Long Term Incentive stock award with a target value of $750,000 that vests on varying pro-rata or full terms if she is terminated without cause or due to death or disability, and (v) vest in her right to receive the severance benefits (excluding the prorated share of her Home Office Bonus for the year of termination, which will be forfeited) pursuant to her current employment agreement, a portion of which will be paid in a cash lump sum immediately following the closing of the Transaction, and the Change in Control Payment pursuant to her current employment agreement.

The description of the terms of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.