UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 26, 2011

 

 

RUTH’S HOSPITALITY GROUP, INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   000-51485   72-1060618

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

400 International Parkway, Suite 325, Heathrow, Florida 32746

(Address of Principal executive offices, including Zip Code)

(407) 333-7440

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Resignation of Bob Vincent as Executive Vice President and Chief Financial Officer

On July 26, 2011, Robert M. Vincent resigned as Executive Vice President and Chief Financial Officer of Ruth’s Hospitality Group, Inc. (the “Company”), effective on August 8, 2011. Mr. Vincent will remain with the Company and, effective August 8, 2011, will become the Company’s Senior Vice President of Corporate Strategy, a newly created position.

(c) Appointment of Arne Haak as Chief Financial Officer

On July 28, 2011, the Company announced that Arne G. Haak will succeed Mr. Vincent as the Company’s Executive Vice President and Chief Financial Officer, effective August 8, 2011. Prior to joining the Company, Mr. Haak, 43, held a number of leadership positions with AirTran Airways (“AirTran”), a wholly owned subsidiary of Southwest Airlines Co. (NYSE: LUV). From 2008 to 2011, Mr. Haak served as AirTran’s senior vice president of finance and chief financial officer. From 2005 to 2008, Mr. Haak served as AirTran’s vice president of finance and treasurer. From 2001 to 2005, Mr. Haak served as AirTran’s director of corporate finance. Mr. Haak has also held various positions with U.S. Airways, Inc. (NYSE: LCC) in pricing and revenue management.

In connection with Mr. Haak’s appointment, the Company entered into a Terms of Employment/Letter of Understanding and Salary Continuation Agreement with Mr. Haak (the “Employment Agreement”), effective August 8, 2011. The Employment Agreement is for a term of one year and will renew automatically for additional one-year terms (assuming that Mr. Haak is not otherwise in default and remains employed by the Company) unless the Company provides Mr. Haak with 60 days’ notice of non-renewal prior to the expiration of a given term. Mr. Haak’s annual base salary will be $300,000. In addition, the Employment Agreement provides that Mr. Haak may receive a discretionary bonus of up to 55% of his annual base salary, subject to budget and performance targets as determined by the Company’s Board of Directors, pursuant to the Company’s executive bonus plan. In 2011, Mr. Haak may participate in the bonus plan on a full-year basis and will receive a minimum bonus of $100,000 for the 2011 fiscal year, regardless of whether he is employed on the date such bonus is paid. Upon commencement of his employment, Mr. Haak will also receive 100,000 restricted stock units, all of which will vest on August 8, 2014 (assuming that Mr. Haak remains employed by the Company on such date).

If Mr. Haak’s employment is terminated by the Company without “cause,” or by the executive for “good reason” (as those terms are defined in the Employment Agreement) during the employment term, then the executive will be entitled to receive (i) his base salary for twelve months after the date of such termination, (ii) twelve monthly payments in the aggregate equal to 50% of his prior year bonus compensation, (iii) continued health, welfare and retirement benefits for twelve months, (iv) twelve monthly payments of his automobile allowance, (v) all unreimbursed expenses, and (vi) continued vesting rights for his options and restricted stock for twelve months.

In the event that more than a majority of the current members of the Company’s Board of Directors resign or are otherwise replaced prior to August 8, 2013, and the newly comprised Board of Directors terminates Mr. Haak without “cause,” Mr. Haak is entitled to receive, in addition to the benefits set forth in the preceding paragraph, an additional payment of 50% of his annual base salary as of the date of termination. In the event that the Company is sold at any time during the term of the Employment Agreement, all of Mr. Haak’s equity awards will immediately vest.

Mr. Haak has agreed, during the term of his employment and for twelve months thereafter, not to compete with the Company or solicit any of the Company’s employees or persons with whom the Company has certain business relationships.

A copy of the Employment Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the material terms of the Employment Agreement does not purport to be complete and is qualified by reference to such exhibit.


Item 7.01. Regulation FD Disclosure.

On July 28, 2011, the Company issued a press release announcing Mr. Vincent’s appointment as Senior Vice President of Corporate Strategy and Mr. Haak’s appointment as Executive Vice President and Chief Financial Officer. A copy of the press release is attached hereto as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including the press release attached hereto as 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 liability 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, except as expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
No.

  

Description

10.1    Terms of Employment/Letter of Understanding and Salary Continuation Agreement, effective as of August 8, 2011, by and between Ruth’s Hospitality Group, Inc. and Arne G. Haak.
99.1    Press release dated July 28, 2011.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    RUTH’S HOSPITALITY GROUP, INC.
   

/s/ John. F. McDonald, III

Date: July 29, 2011     Name: John F. McDonald, III
    Title: Vice President-Legal


EXHIBIT INDEX

 

Exhibit
No.

  

Description

10.1    Terms of Employment/Letter of Understanding and Salary Continuation Agreement, effective as of August 8, 2011, by and between Ruth’s Hospitality Group, Inc. and Arne G. Haak.
99.1    Press release dated July 28, 2011.

Exhibit 10.1

ARNE G. HAAK

TERMS OF EMPLOYMENT/

LETTER OF UNDERSTANDING AND SALARY CONTINUATION

AGREEMENT

Ruth’s Hospitality Group, Inc. (hereafter referred to as “Employer”) and Arne G. Haak (hereinafter referred to as “Employee”) agree upon the following terms of employment of Employee by Employer.

1. Duties . Employee shall be employed during the term of this Agreement as set forth in Section 3 in the position of Executive Vice President and Chief Financial Officer. Employee will advance the best interests of Employer at all times during his employment and shall at all such times faithfully, industriously and to the best of his ability, perform all duties as may be required of him by virtue of his title and position and in accordance with the job description for his title and position as established by the Employer’s Board of Directors and/or its Designee from time to time. Employer shall provide Employee with a written job description. Employee shall comply with any and all written personnel and corporate policies and employment manuals of Employer in the conduct of his duties that are applied on a consistent basis.

2. Extent of Service . Employee shall devote his full time and best efforts to the performance of his duties. Employee shall not engage in any business or perform any services in any capacity that would, in the reasonable judgment of Employer, interfere with the full and proper performance by Employee of his duties.

3. Term . This Agreement shall expire and terminate and be of no further effect (with the exception of terms herein which by their terms survive the termination of this Agreement) on the close of business of the first anniversary of the date this Agreement was first


executed (the “Termination Date”); provided however that this Agreement shall automatically renew and extend for additional one (1) year terms if Employee is not otherwise in default and remains in the employ of Employer. Notwithstanding the foregoing, Employer must give Employee a minimum of 60 days notice prior to the expiration of any given Term, otherwise this Agreement shall automatically renew for a successive term

4. Compensation .

a. Salary . For all duties to be performed by Employee in the capacity reference hereunder, Employee shall receive an initial annual base salary of $300,000.00, that cannot be reduced and which shall be paid in accordance with Employer’s normal payroll practice. Employee’s base salary will be subject to annual review by the Compensation Committee of the Board of Directors.

b. Bonus . Employee will be entitled to a discretionary bonus of up to 55% of his base salary, subject to the budget and performance targets as defined by the Board of Directors on an annual basis pursuant to the Employer’s Executive Bonus Plan (“Plan”) and which may be increased or decreased according to the Plan, to be paid to Employee after the issuance of the Employer’s audited financial statements relating to that year, assuming Employee is actively employed by Employer at the end of the fiscal year. In his first calendar year of employment, Employee may participate in the bonus plan on a full-year basis and will receive a minimum bonus for the fiscal year ending 2011 of $100,000.00, regardless of whether Employee is employed on the date it is paid.

c. Automobile Allowance . Employee shall also receive a monthly automobile allowance of at least $900.00 per month during the term of the Agreement.


d. Restricted Stock Units . Pursuant to the Company’s Plan, Employee shall receive upon commencement of employment 100,000 restricted stock units with a three year cliff vesting schedule.

5. Benefits .

a. Vacation/Leave - Employee shall be entitled to four (4) weeks of paid vacation per calendar year, with normal sick and holiday leave as defined by Employer’s written policies.

b. Benefit Plan - Employee shall be eligible to participate in the health and welfare plans provided by Employer for Executives.

c. Retirement Benefits - Employee will be eligible for all applicable retirement benefits offered by Employer, if any.

d. Reimbursement of Expenses - Employer agrees to reimburse Employee for reasonable and appropriate Employer-related expenses (as determined by Employer) paid by Employee in furtherance of his duties, including, but not limited to, travel expenses, food, lodging, entertainment expenses and automobile expenses, upon submission of proper accounting records for such expenses. Employer agrees to reimburse Employee for in-transition living expenses and moving expenses pursuant to its written relocation policy, including any terms in addition thereto as may be agreed to by the parties.

6. Disability or Incapacity . If, for a period of ninety (90) consecutive days during the continuing term of this Employment Agreement, Employee is disabled or incapacitated for mental, physical or other cause to the extent that he is unable to perform his duties as herein contemplated during said ninety (90) consecutive days, Employer shall immediately thereafter have the right to terminate this Employment Agreement upon providing ten (10) days written


notice to Employee and shall be obligated to pay Employee compensation up to the effective date of said termination. The right of termination in this section in no way affects or diminishes other rights of termination as stated in this Employment Agreement, Equity or Bonus Plan.

7. Termination . Notwithstanding any other provision hereof, Employee’s employment shall be terminated immediately: 1) upon his death; 2) notice after disability as defined in Section 6; or 3) Employee’s discharge with or without Cause; or 4) Employee’s resignation.

a. For purposes of this Agreement, “Cause” shall mean (i) Employee’s theft or embezzlement, or attempted theft or embezzlement, of money or property of Employer, his perpetuation or attempted perpetuation of fraud, or his participation in a fraud or attempted fraud, on Employer or his unauthorized appropriation of, or his attempt to misappropriate, any tangible or intangible assets or property of Employer, (ii) any act or acts of disloyalty, misconduct or moral turpitude by Employee injurious to the interest, property, operations, business or reputation of Employer or his commission of a crime which results in injury to Employer or (iii) his willful disregard of lawful directive given by a superior or the Board or a violation of an Employer employment policy injurious to the interest of the Employer. Employee may not be terminated for cause under (ii) and (iii) unless provided written notice and the circumstance has not been cured within 10 business days. Cause shall not include termination due to Death or Disability.

b. Should Employer terminate Employee’s employment for cause, as defined in Section 7.b, then, Employee is entitled to be paid no more than his salary through the date of termination, any unused vacation days, unreimbursed expenses, car allowance, earned but unpaid bonus per Plan. All vested but not exercised option rights will be subject to repurchase by Employer according to the terms of the Equity Plan.


c. Employer reserves the right to terminate Employee’s employment without cause, as defined in Section 7.b. However, in the event that occurs, then: 1) Employee will receive twelve (12) monthly payments in the aggregate equal to Employee’s prior twelve (12) months’ base salary compensation; 2) Employee shall receive 12 monthly payments in the aggregate equal to fifty per cent (50%) of employee’s prior year bonus compensation (in the event Employee is terminated without cause prior to December 31, 2011 such bonus payment shall not be less than $100,000); 3) Employee will be eligible to receive twelve (12) months continued health, welfare and retirement Benefits (as defined hereinabove), according to the same terms and conditions Employee would have been entitled to had Employee’s employment with Employer not been terminated; 4) twelve (12) monthly payments of the automobile allowance Employee would have been entitled to had Employee’s employment with Employer had not been terminated, including reimbursement for fuel and routine maintenance costs for one automobile; 5) all unreimbursed expenses; and 6) all vesting rights of Employee’s stock options and restricted stock granted during Employee’s tenure shall continue for 12 month post-termination notwithstanding any terms of the Equity Plan to the contrary. Employer has the option of paying this severance on a monthly or lump sum basis. The payment of all amounts under this Section 7.c is contingent on Employee’s compliance with Sections 8 and 9, and the signing of a customary general release in favor of the Employer.

d. Should Employee resign his employment for Good Reason, as defined below, Employee will receive as severance the identical compensation and benefit payments that are set forth in section 7.c (1-6). Employer has the option of paying this severance on a monthly


or lump sum basis. The payment of all amounts under this Section 7.d is contingent upon Employee’s compliance with Sections 8 and 9, and the signing of a customary general release in favor of the Employer.

e. For purposes of this Agreement, “Good Reason” shall mean (i) the assignment by the Board to Employee of any material duties that are clearly inconsistent with Employee’s status, title and position as Executive Vice President / Chief Financial Officer of Employer; (ii) a failure by Employer to pay Employee any amounts required to be paid under this Agreement, which failure continues uncured for a period of fifteen (15) days after written notice thereof is given by Employee to the Board; (iii) relocation of Employer requiring Employee to relocate; or (iv) Employer provides Employee notice 60 days before expiration of a given Term of its decision not to renew this Agreement.

f. Employee understands that should Employee resign his employment without Good Reason, then Employee is entitled to no more than his salary through the date of termination (said termination date to be determined by Employer upon notice of resignation), any earned but unused vacation days and unreimbursed business expenses.

g. Notwithstanding the foregoing, and in the event of a change in the composition of the Board of Directors at any time between the date that this Agreement is effective and two years thereafter whereby more than a majority of the Board members in place at the time this Agreement is effective resign or are otherwise replaced and Employee is terminated without cause by the newly comprised Board of Directors, Employee shall receive, in addition to the benefits in Section 7.c (1-6), an additional payment of fifty-percent (50%) of his annual base salary as of the date of termination.


h. Notwithstanding the foregoing, and in the event of the sale of Employer or substantially all of Employer’s assets resulting in a change in control of the Employer (as such transactions are defined in the Equity Plan) at any time during the term of this Agreement, in addition to the benefits in Section 7.c (1-6), there shall be an accelerated vesting of all equity grants notwithstanding any contrary terms of the Equity Plan. These Sections 7.g and 7.h of this Agreement shall be referred to as a “Change in Control” for purposes of this Agreement.

8. Disclosure of Information . Employee agrees that he will not, during employment or any time after termination of employment hereunder, without authorization of Employer, disclose to, or make use of for himself or for any person, corporation or other entity, any files, videos, trade secrets, papers, photographs, presentations, recipes, specifications, drawings, salary structures, sources of income, business plans, minutes of meetings, contractual arrangements, or other confidential information concerning the business, clients, methods, operations, financing or services of Employer. Trade secrets and confidential information shall mean information disclosed to Employee or known by him as a consequence of his employment by Employer, and not generally known to the restaurant industry.

9. Non-Compete.

a. In further consideration of the compensation to be paid to Employee hereunder, Employee acknowledges that in the course of his employment with Employer and its Subsidiaries and Affiliates he shall become familiar, and during his employment with Employer he has become familiar, with Employer’s trade secrets and with other Confidential Information concerning Employer and its predecessors and its Subsidiaries and Affiliates and that his services have been and shall be of special, unique and extraordinary value to Employer. Therefore, Employee agrees that during his employment and for a period of one year following his last day


of employment (hereafter referred to as the “Non-compete Period”), Employee shall not directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business or enterprise identical to or similar to any such business which is engaged in by Employer, its Subsidiaries or Affiliates or any of their respective franchises, which shall include any restaurant business that derives more than 25% of its revenues from the sale of seafood and seafood dishes, steak and steak dishes and which has an average guest check greater than $45, escalating by five percent (5%) per year, (the “Business”), as of the date of this Agreement and which is located in the United States, which shall for purposes of illustration and not limitation include the following chains and their parent companies, subsidiaries and other affiliates: McCormick and Schmick, Legal Sea Foods, Oceanaire, Ocean Prime, Morton’s Restaurant Group, The Palm, Smith & Wollensky, Chart House Enterprises, Del Frisco’s, Sullivan’s, The Capital Grille and Fleming’s. Nothing herein shall prohibit Employee from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that is publicly traded, so long as Employee has no active participation in the business of such corporation. This restriction will not apply if Employee is employed as an officer of a business, including, but not limited to, a casino or hotel, that as an ancillary service provides fine dining as defined in this paragraph. The term “ancillary” assumes that less than 50% of the business revenues are derived from its dining facilities.

b. During the Non-compete Period, Employee shall not directly or indirectly through another entity (i) induce or attempt to induce any non-hourly or management employee of Employer or any Subsidiary or Affiliate to leave the employ of Employer or such Subsidiary or Affiliate, or in any way interfere with the relationship between Employer or any Subsidiary or Affiliate and any employee thereof, (ii) hire any person who was an employee of Employer or


any Subsidiary or Affiliate at any time during the Employment Period, unless such person responded to a general solicitation, or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of Employer or any Subsidiary or Affiliate to cease doing business between any such customer, supplier, licensee or business relation and Employer or any Subsidiary or Affiliate (including, without limitation, making any negative, derogatory or disparaging statements or communications regarding Employer or its Subsidiaries, Affiliates, employees or franchisees).

10. Surrender of Books and Records . Employee acknowledges that all files, lists, books, records, photographs, videotapes, slides, specifications, drawings or any other materials used or created by Employee or used or created by Employer in connection with the conduct of its business, shall at all times remain the property of Employer and that upon termination of employment hereunder, irrespective of the time, manner or cause of said termination, Employee will surrender to Employer all such files, lists, books, records, photographs, videotapes, slides, specifications, drawings or any other materials.

11. Severability. If any provision of this Agreement shall be held invalid or unenforceable, the remainder of this Letter shall, nevertheless, remain in full force and effect. If any provision is held invalid or unenforceable with respect to particular circumstances, it shall, nevertheless, remain in full force and effect in all other circumstances.

12. Notice. All notices required to be given under the terms expressed hereunder shall be in writing, shall be effective upon receipt, and shall be delivered to the addressee in person or mailed by certified mail, returned receipt requested:

If to Employer, addressed to:

Chief Executive Officer

Ruth’s Hospitality Group, Inc.

400 International Parkway, Suite 325

Heathrow FL, 32746


If to Employee, addressed to:

Arne G. Haak

at the address contained in records of the Employer as updated from to time to time.

or such other address as a party shall have designated for notices to be given to him or it by notice given in accordance with this paragraph.

13. Governing Law and Resolution of Dispute . Employee’s terms of employment shall be governed by and construed in accordance with the laws of or applicable to the State of Florida. Any dispute, controversy or claim arising out of or relating to Employee’s terms of employment, or the breach therefore, shall be resolved by arbitration conducted in accordance with the rules then existing of the American Arbitration Association, applying the substantive law of the State of Florida. The parties further agree that any such arbitration shall be conducted in Seminole County, Florida.

14. Waiver . No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

[Signatures appear on the following page]


The parties hereby agree that this Agreement shall be deemed executed and effective as of the 8 th day of August, 2011.

 

RUTH’S HOSPITALITY GROUP, INC
By:  

/s/ John F. McDonald, III

Name:  

John F. McDonald, III

Title:  

Vice President-Legal

Date:  

July 28, 2011

ARNE G. HAAK
By:  

/s/ Arne G. Haak

  Arne G. Haak
Date:  

July 26, 2011

Exhibit 99.1

 

LOGO  

 

Contacts:

 

Media

Alecia Pulman (646) 277-1220

apulman@icrinc.com

 
 
 
For Immediate Release  
  Investor Relations
  Tom Ryan (203) 682-8200
  tryan@icrinc.com

Ruth’s Hospitality Group, Inc. Announces

Strategic Change to Senior Leadership Team

HEATHROW, Florida – July 28, 2011 - Ruth’s Hospitality Group, Inc. (Nasdaq: RUTH) announced today that Executive Vice President & Chief Financial Officer Bob Vincent will transition to a newly created position of Senior Vice President of Corporate Strategy. Effective August 8, 2011 Mr. Vincent will be responsible for formulating and executing the Company’s corporate strategy, including evaluating domestic and international expansion opportunities, along with other related efforts intended to enhance long term shareholder value. Mr. Vincent has served as the Company’s Executive Vice President and Chief Financial Officer since February 2008 and has more than 30 years of executive experience, including previous leadership roles at Uno Restaurant Holdings Corporation, Omega Corporation, and Boston Restaurant Associates, Inc.

Effective August 8, 2011 Arne Haak will assume the role of Chief Financial Officer. Mr. Haak brings more than 20 years of senior level finance and planning experience to Ruth’s Hospitality, with a diverse skill set that encompasses corporate finance, financial planning and analysis, investor relations, treasury management, purchasing, strategic planning, pricing and revenue management. He most recently served as the Chief Financial Officer of AirTran Airways, a wholly owned subsidiary of Southwest Airlines Co. (NYSE: LUV).

During his tenure at AirTran Airways, Mr. Haak served as Director of Financial Analysis, Director of Corporate Finance, Vice President of Finance & Treasurer, and Chief Financial Officer. During his tenure at AirTran, Arne was instrumental in AirTran achieving successful growth and obtaining the lowest unit costs among major U.S. airlines. Some of his notable achievements as Chief Financial Officer include restoring the company’s financial stability in 2008, which resulted in a record cash position, and the highest level of profitability in company history in 2009. Additionally, he played a key role in AirTran’s evaluation and subsequent acquisition by Southwest Airlines. Prior to AirTran Airways, Mr. Haak served for seven years in various pricing and revenue management positions at U.S. Airways, Inc. (NYSE: LCC).

Michael O’Donnell, Chairman, President and Chief Executive Officer of Ruth’s Hospitality Group, stated, “Creating a new position within our senior management structure devoted solely to corporate strategy reflects one of the most important and positive leadership changes at Ruth’s Hospitality in recent years. As CFO, Bob Vincent has provided our Company with sound


leadership during very challenging economic times, including, most notably, strengthening our financial condition through the restructuring of our balance sheet and streamlining of our operations. He has proven to be an invaluable member of our organization and is ideally suited to assist in our strategic efforts as we build upon our current momentum and lay the groundwork for long-term expansion of our restaurant concepts. As Bob assumes his new role, we are also excited to welcome Arne as our incoming CFO. Arne is a uniquely qualified individual and respected financial leader who brings to Ruth’s Hospitality an impressive track record of strengthening organizations and creating value for shareholders. He is a seasoned executive who is highly regarded for his broad range of expertise and we are confident he is well-suited for his new role on our leadership team. Together, Bob, Arne, and I look forward to evaluating opportunities that will benefit our shareholders over the long run.”

About Ruth’s Hospitality Group

Ruth’s Hospitality Group, Inc. (NASDAQ: RUTH) is a leading restaurant company focused exclusively on the upscale dining segment. The Company owns the Ruth’s Chris Steak House, Mitchell’s Fish Market, Mitchell’s Steakhouse and Cameron’s Steakhouse concepts. With more than 150 company- and franchisee-owned locations worldwide, Ruth’s Hospitality Group was founded in 1965 and is headquartered in Heathrow, Fla.

For further information about our restaurants, to make reservations, or to purchase gift cards, please visit: www.RuthsChris.com, www.MitchellsFishMarket.com, www.MitchellsSteakhouse.com and www.Camerons-Steakhouse.com. For more information about Ruth’s Hospitality Group, please visit www.rhgi.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements” that reflect, when made, our expectations or beliefs concerning future events that involve risks and uncertainties. Forward-looking statements frequently are identified by the words “believe,” “anticipate,” “expect,” “estimate,” “intend,” “project,” “will be,” “will continue,” “will likely result” or other similar words and phrases. Similarly, statements herein that describe our objectives, plans or goals also are forward-looking statements. Actual results could differ materially from those projected, implied or anticipated by our forward-looking statements. Some of the factors that could cause actual results to differ include the risk factors identified in the reports we file with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended December 26, 2010 and subsequently filed Quarterly Reports on Form 10-Q, all of which are available on the SEC’s website at www.sec.gov . All forward-looking statements are qualified in their entirety by this cautionary statement, and we undertake no obligation to revise or update this press release after the date hereof.