POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Robert M. Vincent, Lillian Brown and Alan Wilson, signing singly
and each acting individually, as the undersigned's true and lawful attorney-in-fact
with full power and authority as herinafter described to:
(i) execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director and/or owner of greater than 10% of the outstanding
Common Stock of Ruth's Hospitality Group, Inc., a Delaware corporation (the "Company"),
Forms 3, 4, and 5 (including any amendment thereto) in accordance with Section 16(a)
of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules thereunder;
and any other forms or reports the undersigned may be required to file in connection with
the undersigned's ownership, acquisition or disposition of securities of the Company;
(ii) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to prepare, complete and execute any such Form 3, 4, or 5,
or other form or report and any amendments thereto, and timely file such form
with the United States Securities and Exchange Commission and any stock
exchange or similar authority;
(iii) seek or obtain as the undersigned's representative and on the undersigned's
behalf, information regarding transactions in the Company's securities from any third party,
including brokers, employee benefit plan administrators and trustees, and the undersigned
hereby authorizes any such person to release any such information to such
attorney-in-fact and approves and ratifies any such release of information; and
(iv) 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,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of
the undersigned 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.
The undersigned hereby grants 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 the undersigned 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. The undersigned acknowledges that the foregoing attorneys-in-fact,
in serving in such capacity at the request of the undersigned, are not
assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act. The undersigned
acknowledges that neither the Company nor the foregoing attorneys-in-fact assume
(i) any liability for the undersigned's responsibility to comply with the
requirements of the Exchange Act, (ii) any liability of the undersigned for any
failure to comply with such requirements, or (iii) any obligation or liability of
the undersigned for profit disgorgement under Section 16(b) of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 30th day of January, 2020.
Signature: /s/ Alice G. Givens
Alice G. Givens