FIRST AMENDMENT TO SECOND AMENDED
AND RESTATED EMPLOYMENT AGREEMENT
This amendment dated as of October 1, 1998 ("First Amendment") is to the AMENDED AND RESTATED
EMPLOYMENT AGREEMENT ("Agreement") dated as of February 28, 1995 between Quantum Restaurant
Group, Inc., now known as Morton's Restaurant Group, Inc. ("MRG") and Allen J. Bernstein ("Bernstein").
The parties, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
agree as follows:
1. Paragraph 2(a) of the Agreement is hereby deleted and in its place and stead there is inserted the following:
"(a) As compensation for the services to be rendered hereunder, until December 31, 1999, MRG shall pay to
Bernstein a base salary (as adjusted hereafter pursuant to the next sentence hereof, the "Base Salary") at the rate
of $625,000. per annum, payable in equal installments at such times as shall be agreed upon by MRG and
Bernstein, but no less frequently than monthly. The annual Base Salary for the Employment Year commencing
January 1, 2000, shall increase at the rate of increase in the Consumer Price Index for Urban Wage Earners and
Clerical Workers, as compiled by the U.S. Bureau of Labor Statistics for the preceding year (the "CPI"). The
Base Salary may be increased at a faster rate than that of the CPI, at the discretion of the board of Directors, and
depending upon the profitability and growth of MRG."
2. Paragraph 7(a) of the Agreement is hereby deleted and in its place and stead there is inserted the following:
"(a) If Bernstein is unable to perform his duties by reason of illness or incapacity (a "Disability") for a continuous
period of more than six (6) months, the compensation otherwise payable to him during the continued period of
such illness or incapacity after such six (6) month period shall be at the annual rate of $226,500.00. Bernstein's
full compensation shall be reinstated upon his return to employment and the discharge of his full duties hereunder.