On December 13, 2007, the Board of Directors (the "Board") of Rubio's Restaurants, Inc. (the "Company"), based on the recommendation of the Company's Compensation Committee, met and fixed the base salaries and target bonus amounts for the Company's executive officers for fiscal year 2008. The base salaries and target bonus amounts for the Company's principal executive officer, principal financial officer and named executive officers are as follows:

        Name and Title         Base Salary  Target Bonus Amount
Ralph Rubio, Chairman of the     $222,606         $83,477
Board
Daniel Pittard, President and    400,000          200,000
Chief Executive Officer
Frank Henigman, Chief            215,000          75,250
Financial Officer
Lawrence Rusinko, Senior Vice    235,000          82,250
President of Marketing
Gerald Leneweaver, Senior Vice   210,000          52,500
President People Services

In accordance with the Company's short-term incentive program, 50% to 70% of the target bonus amounts for these executive officers, except the Company's President and Chief Executive Officer, will be based on the Company's overall financial performance and 30% to 50% will be based on the individual performance of the executive officer. The President and Chief Executive Officer's bonus payment will be based solely on the overall financial performance of the Company.

The Board also granted stock options to the Company's executive officers on December 13, 2007 in accordance with the Company's long-term incentive program. The stock grants for the Company's principal executive officer, principal financial officer and named executive officers are as follows:

      Name and Title        Number of
                            Shares of
                           Common Stock
Ralph Rubio, Chairman of        --
the Board
Daniel Pittard, President     75,000
and Chief Executive
Officer
Frank Henigman, Chief         24,000
Financial Officer
Lawrence Rusinko, Senior      24,000
Vice President of
Marketing
Gerald Leneweaver, Senior     24,000
Vice President People
Services

The stock options have an exercise price of $9.08 per share, the closing sale price of the Company's common stock as reported on the Nasdaq Global Market on the grant date, and vest in full three years from the grant date. The stock options were granted under, and are subject to the terms and conditions of, the Company's 1999 Stock Incentive Plan (the "1999 Plan"). The stock options may be accelerated in the event of certain corporate transactions as provided in the 1999 Plan.

On December 13 2007, the Company's Board of Directors approved by unanimous vote at a regularly scheduled meeting of the Board of Directors an amendment to the first paragraph of Section 1 of Article VI of the Company's Restated Bylaws, as previously amended (the "Bylaws"), to allow for uncertificated shares of the Company in order for such shares to be eligible for participation in the Direct Registration System of the Depository Trust Company.

(c) Exhibits

Exhibit No. Description
3.5         Certificate of Amendment to Restated Bylaws of
            Rubio's Restaurants, Inc., dated December 13,
            2007.