POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS
        I hereby make, constitute and appoint each, the Chief Financial Officer, Chief Legal Officer and
Deputy General Counsel of Red Robin Gourmet Burgers Inc. (the "Company"), and certain individuals, 
Florine Clark, and Christina R. Carlson who at the time of acting pursuant to this Power of Attorney is 
each acting singly, my true and lawful attorney-in-fact to:
(1) prepare, sign, acknowledge, deliver and file for me and on my behalf, Forms 3, 4 and 5 and any 
amendments thereof in accordance with Section 16(a) of the Securities Exchange Act of 1934, as 
amended (the "1934 Act") and the rules of the Securities and Exchange Commission ("SEC"),with respect 
to securities or contracts of (or with respect to) the Company, and Form ID or other information to secure 
an access and any other code and/or CIK number to permit my filing via EDGAR;
(2) do and perform any and all acts for me and on my behalf which may be necessary or desirable to 
complete any such Form 3, 4 or 5 and file in any authorized manner such form and this power of attorney 
with the SEC and any stock exchange or similar authority;
(3) seek or obtain, as my representative and on my behalf, information concerning transactions in or with 
respect to the Company's securities from any third party, including brokers, employee benefit plan 
administrators and trustees, knowing that I hereby authorize any such person to release any such 
information to the attorney-in fact and approve any such release of information; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of 
such attorney-in-fact, may be of benefit to me, in my best interest, or legally required of me, it being 
understood that the documents executed by such attorney-in-fact on my behalf pursuant to this Power of 
Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may 
approve in such attorney-in-fact's discretion.  I hereby grant to each such attorney-in-fact full power and 
authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be 
done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I 
might or could do if personally present, with full power of substitution or revocation, hereby ratifying and 
confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully 
do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. This 
Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in his or her 
discretion on information provided to such attorney-in-fact without independent verification of such 
information. I further acknowledge that the foregoing attorneys-in-fact, in serving in such capacity at my 
request, are not assuming, nor is the Company assuming, any of my responsibilities to comply with 
Section 16 of the 1934 Act or any liability I may have with respect to transactions reported or reportable 
thereunder. All prior actions taken by each such attorney-in-fact which are consistent with the authority 
conferred hereby are ratified and approved. This Power of Attorney shall remain in full force and effect 
until I am no longer required to file Section 16 reports with respect to my holdings of and transactions in 
or involving securities issued by the Company, or earlier if I revoke it in a signed writing delivered to 
each of the foregoing attorneys- in-fact.

August 25, 2010 

/s/ Stephen E. Carley                                                
Stephen E. Carley

2015584.1