Exhibit 10.04 (g) +
CHANGE OF CONTROL AGREEMENT
THIS AGREEMENT, dated as of the 1st day of March, 2001, is made by and between MORTON'S OF
CHICAGO, INC., an Illinois corporation (the "Company"), and John T. Bettin (the "Executive").
The Board of Directors of Morton's Restaurant Group, Inc. ("MRG") and the Board of Directors of the
Company (the "Board") have determined that it is in the best interests of the Company, MRG and the
shareholders of each to assure that the Company and its Affiliates (as defined below) will have the continued
dedication of the Executive, notwithstanding the possibility, threat, or occurrence of a Change of Control (as
defined below) of MRG. The Board believes it is imperative to diminish the inevitable distraction of the Executive
by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control, to
encourage the Executive's full attention and dedication to the Company, and to provide the Executive with
compensation and benefits arrangements upon a Change of Control. Therefore, in order to accomplish these
objectives, the Board has caused the Company to enter into this Agreement.
1. Certain Definitions.
(a) The "Effective Date" shall be the first date on which a Change of Control occurs during the "Change of
Control Period" (as defined in
Section 1(b)). Anything in this Agreement to the contrary notwithstanding, if the Executive's employment with the
Company is terminated prior to the date on which a Change of Control occurs, and it is reasonably demonstrated
that such termination of employment (i) was at the request of a third party who has taken steps reasonably
calculated to effect the Change of Control, or (ii) otherwise arose in connection with or in anticipation of the
Change of Control, then for all purposes of this Agreement the "Effective Date" shall mean the date immediately
prior to the date of such termination of employment.
(b) The "Change of Control Period" is the period commencing on the date hereof and end