FORM OF LONG TERM INCENTIVE AGREEMENT
                               (RESTRICTED STOCK)


         THIS LONG TERM INCENTIVE AGREEMENT (hereinafter "Agreement"), effective
as of April 30,  1997,  is between  Rock Bottom  Restaurants,  Inc.,  a Delaware
corporation  ("Rock  Bottom"),  and  ______________,  an officer of Rock  Bottom
("Participant").

         WITNESSETH THAT:

         WHEREAS,  Rock Bottom is committed to continually improve its financial
performance  and believes that stock  ownership of common stock,  par value $.01
per share, of Rock Bottom ("Common  Stock") by its officers and key participants
will provide incentive to achieve such objectives; and

         WHEREAS,  Rock Bottom  desires to further the objectives as appeared in
the Equity Incentive Plan of Rock Bottom, as amended,  (the "Plan"), by granting
Participant the rights described herein; and

         WHEREAS,  pursuant to the Plan, the Compensation Committee of the Board
of Directors of Rock Bottom (the "Committee")  wishes to grant to Participant an
Award of shares of Common Stock all subject to the terms and  conditions of this
Agreement.

         NOW, THEREFORE, Rock Bottom and Participant hereby agree as follows:

                                    Section 1
                                      Award
                                      -----

1.1      Grant of Shares of Restricted Stock and Performance Units.
         ----------------------------------------------------------

         Rock Bottom,  effective as of the date of this  Agreement (the "Date of
         Grant"),  hereby  grants  to  Participant,  as  a  matter  of  separate
         agreement  and not in lieu of salary,  an award of _________  shares of
         Common Stock which shall be restricted stock,  subject to forfeiture in
         accordance  with Section 6.4 (Death,  Disability or Retirement)  hereof
         and  subject  to  the  terms  and  conditions  set  forth  herein  (the
         "Restricted Stock").

1.2      Rights Under this Agreement.
         ----------------------------
         

         The  rights of  Participant  with  respect  to the Award  shall  remain
         forfeitable at all times prior to the dates on which such rights become
         vested  and  the  restrictions  shall  lapse  in  accordance  with  the
         provisions  of  Sections 6  (Accelerated  Vesting),  7  (Forfeiture  of
         Restricted Stock), and 8 (Change of Control) hereof.



<PAGE>
2

         This Agreement  shall be construed in accordance  and consistent  with,
         and subject to, the provisions of the Plan, a copy of which is attached
         hereto  and made a part  hereof  as  Exhibit  A.  Except  as  otherwise
         expressly  set  forth  herein,  the  capitalized  terms  used  in  this
         Agreement shall have the same definitions as set forth in the Plan.

                                    Section 2
                              Rights of Participant
                              ---------------------

2.1      Restricted Stock.
         -----------------

         With respect to the Restricted Stock,  Participant shall be entitled at
         all times on and after the date of issuance of the Restricted  Stock to
         exercise all rights of a  stockholder  of Common  Stock,  including the
         right to vote the shares of the Restricted  Stock but not the qualified
         right to receive  dividends  thereon,  unless and until such Restricted
         Stock is forfeited pursuant to the provisions of Section 6 hereof.

                                    Section 3
                  Performance Cycle and Term of this Agreement
                  --------------------------------------------

3.1      Performance Cycle.
         ------------------

         The Term  "Performance  Cycle"  shall  mean the  period of three  years
         commencing December 29, 1996 and ending December 26, 1999.

3.2      Term of this Agreement.
         -----------------------

         The term of this  Agreement  shall be the  period of ten  fiscal  years
         commencing December 30, 1996 and ending December 31, 2006.

                                    Section 4
                             Performance Objectives
                             ----------------------

4.1      Definitions.
         ------------

          (a) EPS.
              ----

               The term "EPS" shall mean the fully diluted earnings per share of
               Common  Stock as  determined  through  application  of  generally
               accepted accounting principles and FASB 128 when adopted.

          (b) Aggregate EPS.
              --------------

               The term  "Aggregate  EPS"  shall mean the sum of the EPS for the
               three fiscal years of the Performance Cycle.



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3

          (c) EPS Objectives.
              ---------------

               The term "EPS Objectives"  shall mean the performance  objectives
               established by the Committee based upon and stated within a range
               of Aggregate EPS set forth in Exhibit A attached  hereto and made
               a part hereof.

          (d) Minimum EPS.
              ------------

               The term "Minimum EPS" shall mean an Aggregate EPS of $____.

          (e) EBIT Margin.
              ------------

               The term "EBIT Margin" shall mean the Company's  earnings  before
               income  taxes  reported  as  a  line  item  on  its  consolidated
               financial  statements,  plus  interest  expense,  minus  interest
               income and  represented as a percentage of total revenues for the
               fiscal year ended December 26, 1999.

          (f) EBIT Margin Objectives.
              -----------------------

               The term "EBIT  Margin  Objectives"  shall  mean the  performance
               objectives  established  by the  Committee  based upon and stated
               within a range of EBIT Margin  Objectives  set forth in Exhibit A
               attached hereto and made a part hereof.

          (g) Minimum EBIT Margin.
              --------------------

               The term "Minimum EBIT Margin" shall mean a __% EBIT.

4.2      Aggregate EPS and EBIT Margin Objectives Applicable to Stock Award.
         -------------------------------------------------------------------

         The interrelated Aggregate EPS and EBIT Margin Objectives applicable to
         Restricted  Stock  are  expressed  in the table in  Exhibit A  attached
         hereto on a combined  basis in the amounts of shares  identified in the
         Exhibit A matrix. The shares of Restricted Stock granted to Participant
         pursuant to Section 1.1 of this Agreement  represent and constitute the
         maximum  number  of  shares of  Restricted  Stock  which may vest or be
         awarded to Participant under and subject to the terms and conditions of
         this Agreement.

                                    Section 5
                            Vesting Restricted Stock
                            ------------------------

5.1      Time of Vesting.
         ----------------

         With respect to any of the Restricted  Stock, such shares of Restricted
         Stock  shall vest,  and the  restrictions  with  respect to such shares
         shall lapse on December 31, 2006,  but such vesting shall be subject to
         acceleration as defined in Section 6 hereof.


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4

                                    Section 6
                               Accelerated Vesting
                               -------------------

6.1      General.
         --------

         All  shares  of the  Award  shall be  subject  to  accelerated  vesting
         provided (a) the Company achieves Minimum EBIT Margin,  (b) the EPS for
         fiscal year 1999 is greater than that achieved in fiscal year 1998, and
         (c) the Company  achieves  Minimum  EPS for the three year  Performance
         Cycle,  with the  specific  number of shares  vesting to be  determined
         through application of the vesting table provided in Exhibit A.

         In making the determinations with respect to Restricted Stock described
         in Section 6 hereof,  the Committee shall utilize and rely upon Exhibit
         A attached hereto and the certified  consolidated  financial statements
         provided  to Rock  Bottom by its outside  auditors  for the  applicable
         years of the Performance Cycle.

6.2      Determination of Accelerated Vesting by the Committee.
         ------------------------------------------------------

         Within 75 days  following the last day of the  Performance  Cycle,  the
         Committee  shall  determine the extent to which  Aggregate EPS and EBIT
         Margin  Objectives  have been met by Rock Bottom.  The Committee  shall
         also  determine,  within the same time period,  the number of shares of
         Restricted  Stock which  correlate to (a) Aggregate  EPS, to the extent
         that Aggregate EPS equals or exceeds  Minimum EPS, and (b) EBIT Margin,
         to the extent the EBIT Margin equals or exceeds  Minimum EBIT Margin as
         set forth in the Exhibit A matrix.

6.3      Determination Notice.
         ---------------------

         The  Committee  shall  notify   Participant  (or  Participant's   legal
         representatives,  beneficiaries or heirs) of the determinations made by
         the Committee within fifteen (15) days of such  determination date (the
         "Determination  Notice"),  specifying:  (a) the  number  of  shares  of
         Restricted Stock, if any, granted accelerate vesting, (b) the number of
         shares of  Restricted  Stock which will be  forfeited,  if any,  unless
         Participant  continues in the employment of Rock Bottom or a subsidiary
         of Rock Bottom after the date of the Determination  Notice, as provided
         in Sections 6.4 hereof.

                                      
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6.4      Death, Disability or Retirement.
         --------------------------------

         If  the  employment  of  Participant  is  terminated  as  a  result  of
         Participant's   death,   disability  or  retirement  (normal  or  early
         retirement  under any retirement plan of Rock Bottom or a subsidiary of
         Rock Bottom) after the first year of the Performance  Cycle,  but prior
         to the last day of the  Performance  Cycle,  the  restrictions on a pro
         rata portion (the "Pro Rata  Portion")  of shares of  Restricted  Stock
         shall lapse,  and the Pro Rata Portion shall vest,  in accordance  with
         Section 6 hereof.  The Pro Rata Portion shall be equal to the number of
         shares of Restricted Stock which  Participant  would have been entitled
         to at the end of the Performance Cycle had Participant's employment not
         terminated  as  a  result  of   Participant's   death,   disability  or
         retirement,  multiplied by a fraction,  the numerator of which shall be
         the number of days elapsed from the beginning of the Performance  Cycle
         through the last day of the fiscal year during which the  employment of
         Participant  by  Rock  Bottom  or  a  subsidiary  of  Rock  Bottom  was
         terminated  and the  denominator  of which shall be the total number of
         days in the Performance Cycle. All other shares of Retained  Restricted
         Stock under this Agreement shall be forfeited.

                                    Section 7
                         Forfeiture of Restricted Stock
                         ------------------------------

         The right to vest in any  shares of Stock  shall be  forfeited  and all
         shares shall revert to Rock Bottom upon:

                    (i)  termination of the employment of Participant  with Rock
                    Bottom  for any  reason at any time  prior to the end of the
                    Performance  Cycle  pursuant  to 6.4 (Death,  Disability  or
                    Retirement of Participant).

                    (ii) any attempt by  Participant to transfer, sell,  pledge,
                    hypothecate  or assign  rights with respect to any shares of
                    the  Stock at any time  prior to the end of the  Performance
                    Cycle,  other  than  by will or by the  laws of  decent  and
                    distribution.

                                    Section 8
                                Change of Control
                                -----------------

8.1      Definitions.
         ------------

          (a) Change of Control.
              ------------------

          A "Change of Control" shall be deemed to have occurred if

                    (i) any "person" or "group"  (within the meaning of Sections
                    13(d) and 14(d)(2) of the  Securities  Exchange Act of 1934)
                    other than a trustee or other fiduciary  holding  securities
                    under an employee  benefit  plan of the Company or Mr. Frank
                    B. Day is or becomes the beneficial owner of 30%, or more of
                    the Company's voting common stock; or



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                    (ii) at any time during the period of three (3)  consecutive
                    years (not  including  any period prior to the date hereof),
                    individuals  who at the beginning of such period  constitute
                    the Board (and any new director  whose election by the Board
                    or  whose   nomination   for   election  by  the   Company's
                    stockholders  were approved by a vote of at least two-thirds
                    of the  directors  then  still in  office  who  either  were
                    directors at the beginning of such period or whose  election
                    or nomination for election was previously so approved) cease
                    for any reason to constitute a majority thereof; or

                    (iii) the stockholders of the  Company  approve  a merger or
                    consolidation  of the  Company  with any other  corporation,
                    other  than a merger or  consolidation  in which  both (a) a
                    majority  of the  directors  of the  surviving  entity  were
                    directors  of the  Company  prior to such  consolidation  or
                    merger,  and (b) which would result in the voting securities
                    of  the  Company   outstanding   immediately  prior  thereto
                    continue to represent (either by remaining outstanding or by
                    being  changed  into  voting  securities  of  the  surviving
                    entity)  at least 55% of the  combined  voting  power of the
                    voting  securities  of  the  surviving  entity   outstanding
                    immediately after such merger or consolidation; or

                    (iv) the stockholders approve a plan of complete liquidation
                    of the Company or an agreement  for the sale or  disposition
                    by the Company of all or substantially  all of the Company's
                    assets.

                    (v) A failure  by the  Company  to  continue  in effect  any
                    participant  benefit  plan  in  which  the  Participant  was
                    participating,  or the taking of any  action by the  Company
                    that would adversely affect the Participant's  participation
                    in, or materially reduce the  Participant's  benefits under,
                    any such  participant  benefit plan,  unless such failure or
                    such  taking of any  action  adversely  affects  the  senior
                    members of corporate management of the Company generally;

                    (vi) A relocation of the Company's principal offices, or the
                    Participant's   relocation  to  any  place  other  than  the
                    principal offices,  exceeding a distance of sixty (60) miles
                    from the  Company's  current  corporate  office  located  in
                    Louisville,  Colorado, except for reasonably required travel
                    by the Participant on the Company's business;

                    (vii) Any material breach by the Company of any provision of
                    this  Agreement if such  material  breach has not been cured
                    within  thirty (30) days  following  written  notice of such
                    breach by the  Participant to the Company setting forth with
                    reasonable specificity the nature of the breach; or

                    (viii) Any failure by the  Company to obtain the  assumption
                    and  performance  of this  Agreement  by any  successor  (by
                    merger,   consolidation  or  otherwise)  or  assign  of  the
                    Company.

                                       
<PAGE>
7

8.2      Lapse of Restrictions.
         ----------------------

         Notwithstanding  any other vesting  provision in this  Agreement to the
         contrary,  in the event there is a Change of Control,  the restrictions
         on 50% of the Restricted Stock awarded to the Participant  shall lapse;
         provided that, in the event that the Change of Control occurs after the
         first year of the Performance  Cycle, the Compensation  Committee shall
         have the right, in its discretion  (and after  evaluating the Company's
         financial   performance  in  relation  to  Company  plans  and  analyst
         estimates,  the Company's  future  prospects and other factors it deems
         relevant),  to declare that the restrictions on all or a portion of the
         remaining 50% of the Restricted Stock shall lapse. Furthermore,  in the
         event of a Change of Control, the Committee shall have the right to pay
         any Participant,  in cash, the value of the shares of Restricted Shares
         as to which  restrictions have lapsed based on the price paid (or value
         of consideration received) for shares of Common Stock of the Company in
         the Change of Control transaction.

                                    Section 9
                      Issuance and Custody of Certificates
                      ------------------------------------

9.1      Restricted Stock.
         -----------------

         Certificates  representing  the shares of Restricted Stock to be issued
         pursuant  to Section  1.1  hereof  shall be  registered  in the name of
         Participant, shall bear the restrictive legend described in Section 9.2
         hereof,  and shall be subject to an  appropriate  stop transfer  order;
         provided, however, that the certificate representing any such shares of
         Restricted  Stock shall be held in custody by Rock Bottom  until all of
         the restrictions applicable to any such shares of Restricted Stock have
         lapsed and such  shares or the  applicable  portion of such shares have
         vested in  Participant  pursuant  to the terms and  conditions  of this
         Agreement.

9.2      Restrictive Legend.
         -------------------

         Each certificate issued by Rock Bottom to Participant  pursuant to this
         Agreement  representing  Restricted  Stock  shall  bear  the  following
         restrictive legend:

                  "The shares represented by this certificate are subject to the
                  restrictions  on transfer  contained  in the Equity  Incentive
                  Plan of June 3, 1994, as amended and by the  provisions of the
                  Long Term Incentive Agreement of April 30, 1997. Copies of the
                  Plan and the Agreement  are on file at the principal  place of
                  business of the Corporation at 248 Centennial  Parkway,  Suite
                  100,  Boulder,  Colorado  80027,  and these  shares may not be
                  transferred except in accordance with the provisions thereof."

                                       
<PAGE>
8

9.3      Delivery of Certificates.
         -------------------------

         After any shares of Restricted Stock vest pursuant to Section 6 hereof,
         Rock  Bottom  shall  as  soon  as  practicable  cause  to be  issued  a
         certificate or certificates, registered in Participant's name or in the
         name of Participant's legal representatives, beneficiaries or heirs, as
         the case may be,  representing  such vested shares,  free of the legend
         provided in Section 9.3 hereof and any stop-transfer order with respect
         to such shares,  and shall cause such certificate or certificates to be
         delivered  to  Participant  or  Participant's  legal   representatives,
         beneficiaries or heirs, as the case may be.

                                   Section 10
                                    Dividends
                                    ---------

         All dividend  rights with respect to any Restricted  Stock shall belong
the Participant,  provided that any and all dividends declared and paid prior to
the lapse of restrictions with respect to any share of Restricted Stock shall be
retained by the Company until the restrictions  lapse. All dividends so retained
shall be paid to the  Participant,  after  deducting any applicable  withholding
taxes,  upon lapse of  restrictions  with  respect  to any Shares of  Restricted
Stock. The Participant shall have the right to vote any shares  distributed with
respect to any Restricted Stock award.

                                   Section 11
                                 Tax Withholding
                                 ---------------

         Prior to the release and delivery of any shares of Restricted  Stock by
Rock Bottom to Participant, Participant shall make arrangements, satisfactory to
Rock  Bottom,  for the payment to Rock Bottom of an amount equal to the federal,
state and local  income taxes and other  amounts  required by law to be withheld
(the  "Withholding  Taxes") with respect to the delivery to  Participant  of any
shares of Restricted  Stock (which shall no longer be  restricted,  and shall be
referred to in this Section 11 as "Stock").  In order to satisfy the  obligation
to pay the Withholding  Taxes to Rock Bottom,  Participant may elect (i) to have
the withholding  amounts taken from cash  remuneration to be paid to Participant
by Rock Bottom during the payroll tax quarter  which  includes the date that the
amount of tax to be  withheld  is to be  determined  (the "Tax  Date");  (ii) to
transfer to Rock Bottom,  or to have Rock Bottom withhold from Stock deliverable
to Participant, Stock having a Fair Market Value equal to the Withholding Taxes;
or (iii)  any  combination  of (i) and (ii).  The value of Stock to be  withheld
shall be based on the Fair Market Value of the Stock on the date that the amount
of tax to be withheld is to be  determined  (the "Tax  Date").  Any  election by
Participant  to have Stock  withheld  for this  purpose  will  require  that the
election be in writing, that it be made before the applicable Tax Date, and that
the election be irrevocable.

                                   Section 12
                                   Adjustments
                                   -----------

         In the event of a stock split or stock  dividend,  the Committee  shall
make such adjustments as it deems appropriate to the vesting table in Exhibit A.
Provided  however,  it is not the intent of the committee to make adjustments to
the  vesting  table in the event of  merger,  consolidation,  or  changes in the
corporate structure  (including new issues of debt,  convertible debt, preferred
stock and common stock).



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9

                                   Section 13
                        No Right to Continued Employment
                        --------------------------------

         Nothing in this  Agreement or the Plan shall be  interpreted  to confer
upon  Participant  any right with respect to  continuance  of employment by Rock
Bottom or any  subsidiary of Rock Bottom,  nor shall this Agreement nor the Plan
interfere in any way with the right of Rock Bottom to terminate  the  employment
of Participant at any time.

                                   Section 14
                 Participant Bound by the Plan and the Agreement
                 -----------------------------------------------

         Participant  hereby  acknowledges  receipt  of a copy of the  Plan  and
agrees to be bound by the Provisions of the Plan and the terms and conditions of
this Agreement.  Further,  Participant  acknowledges that certain  provisions of
this agreement are more restrictive (less favorable to Participant) than similar
provisions  in the  plan,  and  Participant  agrees  to be  bound  by  the  more
restrictive provisions in this Agreement.

                                   Section 15
                            Modification of Agreement
                            -------------------------

         This Agreement may be modified,  amended,  suspended or terminated, and
any terms or conditions may be waived, but only by written  instrument  executed
by Rock Bottom and Participant.

                                   Section 16
                                  Severability
                                  ------------

         In the event that any provision of this Agreement is held by a court of
competent  jurisdiction  to be  unenforceable  or invalid  for any  reason,  the
remaining provisions of this Agreement shall not be affected by such holding and
shall continue in full force and effect in accordance with their terms.

                                   Section 17
                                  Governing Law
                                  -------------

         The validity,  interpretation,  construction  and  performance  of this
Agreement  shall be  governed  by the  internal  laws of the State of  Delaware,
without giving effect to the conflicts of laws principles thereof.

                                   Section 18
                             Successors in Interest
                             ----------------------

         This  Agreement  shall inure to the benefit of and be binding  upon any
successor to Rock Bottom. This Agreement shall inure to the benefit of the legal
representatives, beneficiaries or heirs of Participant and all rights granted to
Rock Bottom  under this  Agreement  shall be binding  upon  Participant's  legal
representatives, beneficiaries or heirs.


<PAGE>
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                                   Section 19
                             Resolution of Disputes
                             ----------------------

         Any dispute or  disagreement  which may arise under, or as a result of,
or in any way relate to, the interpretation, construction or application of this
Agreement shall be determined by the Committee. Any determination made hereunder
by the Committee shall be final,  binding and conclusive for the Participant and
Rock Bottom for all purposes.

         IN WITNESS  WHEREOF,  Rock Bottom has caused this  Agreement to be duly
executed  by a member  of the  Committee  or its duly  authorized  designee  and
Participant has executed this Agreement,  all as of the day and year first above
written.

ATTEST:                                          ROCK BOTTOM RESTAURANTS, INC.


                                                 By: ______________________
                                                     David M. Lux, Chairman,
                                                     Compensation Committee


                                                     ______________________
                                                          PARTICIPANT

Source: OneCLE Business Contracts.