Exhibit 10.3

AGREEMENT

        THIS AGREEMENT (this “ Agreement ”), dated as of March 2, 2005 (the “ Effective Date ”), by and between Champps Entertainment, Inc., a Delaware corporation (the “ Company ”), and Michael O’Donnell (the “ Executive ”).

        WHEREAS, the Executive is currently a member of the Board of Directors of the Company (the “ Board ”); and

        WHEREAS, the Company desires that the Executive serve as its President and Chief Executive Officer following the Effective Date, and the Executive is willing to be so employed, in each case on the terms and conditions set forth herein;

        NOW, THEREFORE, in consideration of the mutual covenants contained herein, the sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

         1.         Duties .

                 (a)     The Executive shall serve as the President and Chief Executive Officer of the Company. The Executive shall be the senior-most executive officer of the Company and shall have the duties and responsibilities customarily exercised by an individual serving in those positions in a corporation of the size and nature of the Company. In performing such duties, services and responsibilities, the Executive will report solely and directly to the Board. All other employees shall report solely and directly to the Executive or his designees; provided , however , that the Chief Financial Officer and the head of internal audit shall also report to the Audit Committee of the Board. The Executive shall devote substantially all of his business time and attention to the businesses of the Company and its subsidiaries and affiliates and shall not engage in any activity inconsistent with the foregoing, whether or not such activity shall be engaged in for pecuniary profit, unless approved by the Board (which approval will not be unreasonably withheld or delayed); provided , however , that, to the extent such activities do not violate, or substantially interfere with his performance of his duties, services and responsibilities under, this Agreement, the Executive shall be permitted to manage his personal, financial and legal affairs and serve on civic or charitable boards and committees of such boards. Notwithstanding the foregoing, the Executive may also continue to serve on corporate, civic and charitable boards on which he sits as of the date of this Agreement.

                 (b)        Consistent with his duties hereunder and any necessary business travel, the Company understands that the Executive will be permitted to perform his services hereunder in Florida whenever commercially reasonable to do so. In such case, the Executive shall be provided office space in Jacksonville or Ponte Vedra, Florida and secretarial/administrative assistance, in each case reasonably satisfactory to the Executive and consistent with his positions hereunder.

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         2.         Base Salary; Bonus .

                 (a)        In consideration of the performance by the Executive of the Executive’s obligations (including any service as a member of the Board or in any position with any subsidiary or affiliate of the Company), the Company shall pay the Executive a base salary (the “ Base Salary ”) at an annual rate of $450,000, subject to increase but not decrease in the discretion of the Board, payable in accordance with the normal payroll practices of the Company in effect from time to time.

                 (b)        In addition to the payments of the Base Salary set forth above, the Executive shall be eligible to earn, in respect of each fiscal year of the Company commencing on and after July 1, 2005, a performance-based cash bonus of $200,000 (the “ Target Bonus ”). The Executive shall earn the Target Bonus only if he is employed by the Company on the last day of each applicable fiscal year and only if performance goals established by the Compensation Committee of the Board (the “ Compensation Committee ”) after consultation with the Executive are achieved, it being understood that the Executive may earn less or more than 100% of the Target Bonus, as determined by the Compensation Committee in good faith, upon partial or excess achievement of the applicable performance goals. If the Executive is employed by the Company on June 30, 2005, he shall be paid a guaranteed bonus equal to $200,000 multiplied by a fraction, the numerator of which is the number of days from the Effective Date to June 30, 2005 and the denominator of which is 365. This guaranteed bonus shall be paid at the time bonuses are otherwise paid to executives of the Company. Notwithstanding anything to the contrary contained herein, any bonus earned by the Executive under this Section 2(b) shall be paid at the time bonuses are otherwise paid to executives of the Company but in any event no later than March 15 of the calendar year following the calendar year in which such bonus is earned.

         3.         Benefits .

                 (a)        During the Employment Term, the Executive shall be entitled to participate in the employee benefit plans, policies, programs, perquisites and arrangements, as may be amended from time to time, that are provided generally to senior executives of the Company to the extent the Executive meets the eligibility requirements for any such plan, policy, program, perquisite or arrangement; provided that during the Employment Term, the Company shall provide to the Executive (i) $1,000,000 of life insurance coverage, (ii) long term disability coverage that provides a minimum payment of $22,500/month in the event the Executive becomes eligible for such benefits and (iii) a leased automobile as determined by the Executive that is reasonably acceptable to the Company. Within the first six months of the Employment Term, the Board shall consider the advisability of establishing a non-qualified deferred compensation program that would apply to the Executive, it being understood that the Board shall not be required to adopt such a program.

                 (b)     The Company shall reimburse the Executive for all reasonable business expenses incurred by the Executive in carrying out the Executive’s duties, services and responsibilities under this Agreement during the Employment Term. The Executive shall comply with generally applicable policies, practices and procedures of the Company with respect to reimbursement for, and submission of expense reports, receipts or similar documentation of, such expenses.

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         4.         Vacations . During each calendar year of the Employment Term (pro rata for partial calendar years), the Executive shall be entitled to four weeks of paid vacation to be taken in accordance with the applicable policy of the Company.

         5.        Equity Compensation . The Company agrees to grant the Executive 128,670 shares of restricted common stock, par value $.01, of the Company (“ Stock ”) pursuant to a Restricted Stock Agreement in the form attached hereto as Exhibit A and 386,010 shares of restricted Stock pursuant to a Restricted Stock Agreement in the form attached hereto as Exhibit B (together, the “ Grants ”). The Company shall make the Grants promptly after the date the shareholders of the Company approve a resolution that would permit the issuance of the Grants under the NASDAQ listing requirements (either by increasing the number of shares available for grant under the 2003 Stock Option and Incentive Plan or otherwise). If the shareholders of the Company fail to approve such a resolution by the date any portion of the Grants would otherwise have vested if they were granted on the date hereof (each such date, a “ Deemed Vesting Date ”), the Company shall make a cash payment to the Executive promptly after each Deemed Vesting Date in an amount sufficient to place him in the same economic position he would have occupied if the Grants were made on the date hereof.

         6.         Termination of Employment .

                 (a)        The Executive’s employment with the Company shall terminate upon the earliest to occur of: (i) the death of the Executive; (ii) the termination of the Executive’s employment by the Company by reason of the Executive’s Disability; (iii) the termination of the Executive’s employment by the Company for Cause or without Cause; (iv) the termination of the Executive’s employment by the Executive for Good Reason; and (v) the termination by the Executive without Good Reason upon 15 days’ written notice to the Company, it being understood that the Company may relieve the Executive of some or all of his duties during this period without such action in and of itself being considered to be a breach of this Agreement, the termination of the Executive’s employment by the Company without Cause or Good Reason for the Executive to terminate employment. No termination of employment by either party hereto shall be considered to be a breach of this Agreement.

                 (b)        For purposes of this Agreement, the following terms shall have the following meanings:

                           (i)        “ Cause ” shall mean that the Board has made a good faith determination, after providing the Executive with reasonably detailed written notice and a reasonable opportunity to be heard with counsel on the issues at a Board meeting, that any of the following has occurred:

                                   (A)        the continued failure by the Executive to substantially follow any lawful mandate of the Board (other than due to mental or physical disability) after written notice from the Company;

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                                   (B)        the Executive’s willful violation of Section 1(a) or Section 8 of this Agreement that is not cured within 10 business days of the receipt of written notice from the Company;

                                   (C)        the Executive has engaged in misconduct that has resulted in material damage to the Company’s business or reputation;

                                   (D)        the Executive has been convicted of, or pleaded guilty or nolo contendere to a felony; or

                                   (E)        the Executive has engaged in fraud against the Company or misappropriated Company property.

        For purposes of this Agreement, no act or failure by the Executive shall be considered “willful” if such act is done by the Executive in the good faith belief that such act is or was in the best interests of the Company or one or more of its businesses.

                         (ii)        “ Change in Control ” of the Company shall mean:

                                  (A)        any “person” (as such term is used in Sections 3(a)(9) and 13(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) or “group” (as such term is used in Section 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner” (as such term is used in Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the Voting Stock of the Company; provided that this clause (A) shall not apply (1) with respect to a stockholder of the Company who beneficially owns more than 20% of the Voting Stock of the Company on the Effective Date or (2) in connection with a merger, consolidation, combination, recapitalization or other similar transaction involving the Company that is not considered a Change in Control under clauses (B) or (C), below;

                                   (B)        all or substantially all of the assets or business of the Company are disposed of pursuant to a merger, consolidation, liquidation, dissolution or other transaction unless, immediately after such transaction, the stockholders of the Company immediately prior to the transaction own, directly or indirectly, in substantially the same proportion as they owned the Voting Stock of the Company prior to such transaction more than 50% of the Voting Stock of the company surviving such transaction or succeeding to all or substantially all of the assets or business of the Company or the ultimate parent company of such surviving or successor company if such surviving or successor company is a subsidiary of another entity;

                                   (C)        the consummation of any merger, consolidation or other similar corporate transaction unless, immediately after such transaction, the stockholders of the Company immediately prior to the transaction own, directly or indirectly, in substantially the same proportion as they owned the Voting Stock of the Company prior to such transaction more than 50% of the Voting Stock of the company surviving such transaction or its ultimate parent company if such surviving company is a subsidiary of another entity; or

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                                   (D)        individuals who constitute the Board as of the Effective Date (the “Incumbent Board ”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date of this Agreement whose election was approved by a vote of at least three-quarters of the directors then comprising the Incumbent Board, or whose nomination for election by the Company’s shareholders was approved by the Company’s nominating or similar committee, shall be, for purposes of this Agreement, considered as though he or she was a member of the Incumbent Board.

For purposes of this definition, “the Company” shall include any entity that succeeds to all or substantially all of the business of the Company; “Voting Stock” shall mean securities of any class or classes having general voting power under ordinary circumstances, in the absence of contingencies, to elect the directors of a corporation; and references to ownership of “more than 50% of the Voting Stock” shall mean the ownership of shares of Voting Stock that represent the right to exercise more than 50% of the votes entitled to be cast in the election of directors of a corporation.

                 (iii)        “ Disability ” of the Executive shall have occurred if, as a result of the Executive’s incapacity due to physical or mental illness, the Executive is eligible to receive long-term disability benefits pursuant to the terms of any long-term disability insurance plan or program of the Company that covers Executive.

                 (iv)        “ Good Reason ” shall mean and be deemed to exist if any of the events set forth in clauses (A) through (F) below shall occur without the prior express written consent of the Executive, provided that the Executive shall provide the Company with written notice thereof specifically identifying such event within ninety (90) days after the occurrence of such event and the Company shall have ten (10) business days after the date of such notice to cure:

                                   (A)        the Executive is assigned any duties or responsibilities inconsistent in any material respect with the scope of the duties or responsibilities associated with the Executive’s titles or positions, as set forth and described in Section 1 of this Agreement;

                                   (B)        the Executive suffers (i) a material reduction in the duties or responsibilities or (ii) a material change in the reporting rights or obligations, each as set forth and described in Section 1 of this Agreement (other than, with respect to (ii) above, a change required by applicable law, regulation or listing requirement or in accordance with demonstrated principles of sound corporate governance);

                                   (C)        the Executive is not appointed to, or is removed from, the offices or positions provided for in Section 1 of this Agreement;

                                   (D)        the Executive’s Base Salary or Target Bonus is decreased by the Company, or the Executive is not provided benefits under employee benefit or health or welfare plans or programs of the Company that are comparable to those provided to other senior executives of the Company;

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                                   (E)        the Company fails to pay the Executive’s compensation or to provide for the Executive’s benefits when due; or

                                   (F)        the Company materially breaches the provisions of Section 1(b).

        Notwithstanding the foregoing, any voluntary termination of the Executive’s employment by the Executive during the 30-day period immediately following the first anniversary of a Change in Control shall be deemed to be a termination for “Good Reason” for purposes of this Agreement.

         7.         Termination Payments.

                 (a)         Earned or Accrued Compensation . Upon any termination of the Executive’s employment, he shall be entitled to payment of any earned but unpaid portion of the Base Salary, any earned but unpaid bonus, and benefits and un-reimbursed business expenses in accordance with applicable Company policy, in each case with respect to the period ending on the date of termination.

                 (b)         Severance . In addition to the payments and benefits provided in Section 7(a), if the Executive’s employment is terminated (i) due to the Executive’s death or Disability, the Executive shall be paid a pro rata portion (based on the portion of the Company’s fiscal year that has elapsed as of the Executive’s date of termination) of the amount of annual bonus the Executive would have earned under Section 2(b) based on the annualized performance of the Company and/or Executive as of the Executive’s date of termination (a “ Pro Rata Bonus ”) or (ii) by the Company without Cause or by the Executive for Good Reason (A) the Company shall pay the Executive a Pro Rata Bonus, (B) the Company shall pay the Executive the Severance Payments and (C) the Company shall provide the Executive with continued medical coverage at active-employee rates for two years or, if earlier, until the Executive receives subsequent employer-provided coverage.

                 (c)         Severance Payments . For purposes hereof, the Severance Payments shall be 24 monthly payments (commencing as of the first day of the month immediately following the Executive’s date of termination) of an amount equal to 1/12 of the sum of the Executive’s Base Salary and Target Bonus. However, if such Severance Payments would subject the Executive to any penalty tax imposed under Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”) the Severance Payments shall be: (I) one payment, on the first day which is at least six months after the Executive’s date of termination, of an amount equal to 6/12 of the sum of the Executive’s Base Salary and Target Bonus (the “ Initial Payment ”) and (II) 18 monthly payments (commencing the first day of the month immediately following the month in which the above payment is made) of an amount equal to 1/12 of the sum of the Executive’s Base Salary and Target Bonus (also referred to as the “ 409A Severance ”).

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                 (d)         Reduction of Severance-Non-Competitor . If the Executive becomes employed or engaged as an independent contractor by another entity that is not a Competitor (as defined below) prior to the end of the 24-month period over which Severance Payments are to be made, all then remaining Severance Payments shall be reduced by one-half throughout the remainder of such 24-month period, provided , however , that if the Executive is to receive the 409A Severance, and the Executive becomes so employed or engaged prior to the first day which is at least six months after the Executive’s date of termination then the Initial Payment shall only be equal to the sum of: (A) the Initial Payment multiplied by a fraction the numerator of which is the number of days for which the Executive was not so employed or engaged after the date of termination and the denominator of which is 182 and (B) the Initial Payment multiplied by a fraction the numerator of which is the number of days for which the Executive was so employed or engaged during the first six months after the Executive’s date of termination and the denominator of which is 364; the amount of each of the remaining 18 monthly severance payments shall thereafter be reduced by one-half.

                 (e)         Reduction of Severance Payments-Competitor . If the Executive becomes employed or engaged as an independent contractor by a Competitor prior to the end of the 24-month period over which Severance Payments are to be made, all Severance Payments shall immediately end; provided , however , that if the Executive is to receive the 409A Severance, and the Executive becomes so employed or engaged by a Competitor prior to the first day which is at least six months after the Executive’s date of termination then the Executive will receive the Initial Payment, which shall only be equal to: the Initial Payment multiplied by a fraction the numerator of which is the number of days for which the Executive was not so employed or engaged after the date of termination and the denominator of which is 182.

        The Executive agrees to promptly notify the Company of any subsequent employment or engagement. For purposes of this Section 7, a “ Competitor ” means any business or other endeavor that engages in any state in which the Company has significant business operations to a significant degree in a business that directly competes with all or any substantial part of any of the Company’s businesses.

        Payment of the Pro Rata Bonus and/or Severance Payments and the continuation of medical coverage hereunder shall be conditioned upon the Executive’s execution of a general release substantially in the form attached hereto as Exhibit C. In the event of any termination hereunder, the Executive shall be under no obligation to seek other employment and (except as provided herein) there shall be no offset against any amounts due the Executive under this Agreement on account of any remuneration attributable to any subsequent employment that the Executive may obtain.

         8.         Confidential Information; Noncompetition; Nonsolicitation; Nondisparagement .

                 (a)         Confidential Information . Except as may be required or appropriate in connection with his carrying out his duties under this Agreement, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or any legal process, or as is necessary in connection with any adversarial proceeding against the Company (in which case the Executive shall cooperate with the Company in obtaining a protective order at the Company’s expense against disclosure by a court of competent jurisdiction), communicate, to anyone other than the Company and those designated by the Company or on behalf of the Company in the furtherance of its business or to perform his duties hereunder, any trade secrets, confidential information, knowledge or data relating to the Company, its affiliates or any businesses or investments of the Company or its affiliates, obtained by the Executive during the Executive’s services to the Company that is not generally available public knowledge (other than by acts by the Executive in violation of this Agreement).

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                 (b)         Nonsolicitation . During the term of the Executive’s employment and for 24 months after the Executive’s date of termination, the Executive shall not, directly or indirectly, (1) solicit for employment (other than by the Company) any person (other than any personal secretary or assistant hired to work directly for the Executive) employed by the Company or its affiliated companies as of the date of termination, (2) solicit for employment (other than by the Company) any person known by the Executive (after reasonable inquiry) to be employed at the time by the Company or its affiliated companies as of the date of the solicitation or (3) solicit any vendor of the Company or any of its affiliated companies to terminate, curtail or otherwise limit such relationship.

                 (c)         Non-disparagement . During the term of the Executive’s employment, and for 24 months after the Executive’s date of termination, the Executive shall not, directly or indirectly, make or publish any disparaging statements (whether written or oral) regarding the Company or any of its affiliated companies or businesses, or the affiliates, directors, officers, agents, principal stockholders or customers of any of them. For 24 months after the Executive’s date of termination, the Company and its affiliated companies and businesses shall not, and the Company shall use reasonable efforts to ensure that its principal stockholders, executive officers and members of the Board do not, directly or indirectly, make or publish any disparaging statements (whether written or oral) regarding the Executive or his tenure with the Company.

         9.         Representations . The Executive represents and warrants that he is not subject to any contract, arrangement or agreement that in any way limits his ability to enter into and fully perform his obligations under this Agreement.

         10.         Notice . For the purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered either personally or by United States certified or registered mail, return receipt requested, postage prepaid, addressed as follows:

        If to the Executive, at his residence address most recently filed with the Company;

with a copy to:

Stephen W. Skonieczny, Esq.
Dechert LLP30
Rockefeller Plaza
New York, New York 10112

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If to the Company:

Champps Entertainment, Inc.
10375 Park Meadows Drive, Suite 560
Littleton, CO 80124

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

         11.         Modification; Waiver . No provision of this Agreement may be amended, modified, or waived unless such amendment or modification is agreed to in writing and signed by the Executive and by a duly authorized officer of the Company, and such waiver is set forth in writing and signed by the party to be charged. No waiver by either party hereto at any time of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. At the request of the Executive, the Company shall amend any provision of this Agreement as necessary to avoid imposition of any penalty tax imposed under Section 409A of the Code to the extent such amendment does not materially adversely affect the Company’s rights or obligations hereunder and does not impose new rights or obligations on the Company.

         12.         Validity . The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

         13.         Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

         14.         Entire Agreement . This Agreement and the equity agreements referred to in Section 5 set forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersede all prior agreements, promises, covenants, arrangements, communications, representations and warranties, whether oral or written, by any officer, employee or representative of any party hereto in respect of such subject matter.

         15.         Withholding . All payments hereunder shall be subject to any required withholding of federal, state and local taxes pursuant to any applicable law or regulation.

         16.         Section Headings . The section headings in this Agreement are for convenience of reference only, and they form no part of this Agreement and shall not affect its interpretation.

         17.         Governing Law . The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Delaware without regard to its conflicts of law principles. Each of the parties waives all right to trial by jury in any proceeding (whether based on contract, tort or otherwise) arising out of or relating to this Agreement, or its performance under or the enforcement of this Agreement.

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         18.         Certain Other Payments .

                 (a)         Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable pursuant to this Agreement (including, without limitation, the accelerated vesting of equity awards held by the Executive) or otherwise, would be subject to the excise tax imposed by Section 4999 of the Code, or any successor provision thereto (the “ Excise Tax ”), then the Executive shall be entitled to receive an additional payment (the “ Gross-Up Payment ”) in an amount such that, after payment by the Executive of all taxes (and any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon any such distributions or payments.