AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.28

AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT

This Amended and Restated Executive Employment Agreement (“Agreement”) is made, effective as of May 21, 2008 (“Effective Date”), by and between P.F. Chang’s China Bistro, Inc. (“Company”) and Richard L. Federico (“Executive”).

R E C I T A L S

WHEREAS, Executive and Company are parties to that certain Executive Employment Agreement, dated August 6, 2002, as amended and restated effective June 30, 2005 (the “Prior Employment Agreement”); and

WHEREAS, Executive and Company desire to further amend and restate in its entirety the Prior Employment Agreement.

NOW THEREFORE, the parties agree as follows:

1.  Employment . Company hereby agrees to continue Executive’s employment, and Executive hereby accepts such employment, upon the terms and conditions set forth herein.

2. Duties .

2.1 Position . Executive is employed as Chief Executive Officer and shall have the duties and responsibilities assigned by Company at the present date and as may be reasonably assigned from time to time. Executive shall perform faithfully and diligently all duties assigned to Executive. Company reserves the right to modify Executive’s position and duties at any time in its sole and absolute discretion, provided that the duties assigned are consistent with the position of a senior executive and that Executive continues to report directly to the Board of Directors of Company.

2.2 Best Efforts/Full-time . Executive will expend Executive’s best efforts on behalf of Company, and will abide by all policies and decisions made by Company, as well as all applicable federal, state and local laws, regulations or ordinances. Executive will act in the best interest of Company at all times. Executive shall devote Executive’s full business time and efforts to the performance of Executive’s assigned duties for Company, provided that Executive may continue to serve on the boards of directors of other companies so long as such service is in accordance with the Company’s policies governing such activities.

2.3 Work Location . Executive’s principal place of work shall be located in Scottsdale, Arizona, or such other location as the parties may agree upon from time to time.

3. Term .

3.1 Initial Term . The employment relationship pursuant to this Agreement shall be for an initial term commencing on the Effective Date and continuing for a period of three (3) years following such date (“Initial Term”), unless sooner terminated in accordance with section 7 below.

3.2 Renewal . On completion of the Initial Term specified in subsection 3.1 above, this Agreement will automatically renew for subsequent one-year terms unless either party provides ninety (90) days’ advance written notice to the other that Company/Executive does not wish to renew the Agreement for a subsequent one-year term. In the event either party gives notice of nonrenewal pursuant to this subsection 3.2, this Agreement will expire at the end of the current term.

4. Compensation .

4.1 Base Salary . As compensation for Executive’s performance of Executive’s duties hereunder, Company shall pay to Executive an initial Base Salary of $676,000 per year, payable in accordance with the normal payroll practices of Company, less required deductions for state and federal withholding tax, social security and all other employment taxes and payroll deductions.

4.2 Incentive Compensation . Executive will be eligible to receive incentive compensation, the terms, amount and payment of which shall be determined by Company in its sole and absolute discretion. A target bonus award will be established on an annual basis for Executive as part of the annual Officer Bonus Plan which is reviewed and approved by the Board of Directors.

4.3 Performance and Salary Review . Company will periodically review Executive’s performance on no less than an annual basis. Adjustments to salary or other compensation, if any, will be made by Company in its sole and absolute discretion.

5.  Customary Fringe Benefits . Executive will be eligible for all customary and usual fringe benefits generally available to executives of Company subject to the terms and conditions of Company’s benefit plan documents. Company reserves the right to change or eliminate the fringe benefits on a prospective basis, at any time, effective upon notice to Executive.

6.  Business Expenses . Executive will be reimbursed for all reasonable, out-of-pocket business expenses incurred in the performance of Executive’s duties on behalf of Company. To obtain reimbursement, expenses must be submitted promptly with appropriate supporting documentation in accordance with Company’s policies.

7. Termination of Executive’s Employment .

7.1 Termination for Cause by Company . Although Company anticipates a mutually rewarding employment relationship with Executive, Company may terminate Executive’s employment immediately at any time for Cause. For purposes of this Agreement, “Cause” is defined as: (a) Executive’s theft, dishonesty, or falsification of any Company documents or records; (b) Executive’s improper use or disclosure of Company’s confidential or proprietary information; (c) any action by Executive which has a detrimental effect on the Company’s reputation or business; (d) Executive’s failure to perform any reasonable assigned duties after written notice from Company of, and a reasonable opportunity to cure, such failure; (e) any material breach by Executive of this Agreement, which breach is not cured after written notice from Company of, and a reasonable opportunity to cure such breach; or (f) Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act which impairs Executive’s ability to perform Executive’s duties with Company. In the event Executive’s employment is terminated in accordance with this subsection 7.1, Executive shall be entitled to receive only the Base Salary then in effect, prorated to the date of termination. All other Company obligations to Executive pursuant to this Agreement will become automatically terminated and completely extinguished. Executive will not be entitled to receive the Severance Packages described in subsections 7.2(a) and 7.4(a) below.

7.2 Termination Without Cause by Company/Severance . Company may terminate Executive’s employment under this Agreement without Cause at any time on thirty (30) days’ advance written notice to Executive. In the event of such termination, Executive will receive the Base Salary prorated to the date of termination and the Severance Package described in subsection 7.2(a) below, provided Executive complies with all of the conditions described in subsection 7.2(b) below.

(a) Severance Package . The Severance Package shall consist of the following:

(i) a severance payment equal to: (a) the greater of one and one-half (1 ¹ / 2 ) times Executive’s Base Salary then in effect on the date of termination or the balance of Executive’s Base Salary due for the remainder of the current term; plus (b) one and one-half (1 ¹ / 2 ) times the average cash bonus paid to Executive for each of the years completed under the terms of this Agreement, payable in a single lump sum payment within thirty (30) days following Executive’s termination;

(ii) full vesting of all unvested portions of Executive’s equity awards; and

(iii) continuation of group health insurance benefits on the same terms as during Executive’s employment for the greater of (a) the remainder of the current term, or (b) one and one-half (1 ¹ / 2 ) years (the “Continuation Period”); provided Company’s insurance carrier allows for such benefits continuation. In the event Company’s insurance carrier does not allow such coverage continuation, Company agrees to pay the premiums required to continue Executive’s group health care coverage for the Continuation Period, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that Executive elects to continue and remains eligible for these benefits under COBRA, and does not obtain health coverage through another employer during this period.

(b)  Conditions To Receive Severance Package . Executive will receive the Severance Package described in subsection 7.2(a) above, provided that Executive: (i) complies with all surviving provisions of this Agreement as specified in subsection 14.8 below; (ii) executes and does not revoke a full general release within the time period specified in such release, releasing all claims, known or unknown, that Executive may have against Company arising out of or any way related to Executive’s employment or termination of employment with Company; and (iii) agrees to act as a consultant for Company, without further compensation, for thirty (30) days following the termination of the employment relationship, if requested to do so by Company. All other Company obligations to Executive will be automatically terminated and completely extinguished.

7.3 Voluntary Resignation by Executive . Executive may voluntarily resign Executive’s position with Company at any time after the Initial Term, on thirty (30) days’ advance written notice. In the event of such resignation, Executive will be entitled to receive only the Base Salary for the thirty-day notice period and no other amount for the remaining months of the subsequent one-year term, if any. All other Company obligations to Executive pursuant to this Agreement will be automatically terminated and completely extinguished. In addition, Executive will not be entitled to receive the Severance Packages described in subsection 7.2(a) above or subsection 7.4(a) below.

7.4 Termination Upon A Change In Control . If Executive’s employment is terminated by Company without Cause (as defined in subsection 7.1 above) or Executive resigns for Good Reason (as defined in subsection 7.4(c) below) within twenty-four (24) months after a Change in Control (as defined in subsection 7.4(d) below), Executive shall be entitled to receive the Severance Package described in subsection 7.4(a) below, in lieu of the Severance Package described in subsection 7.2(a) above, provided Executive complies with all of the conditions described in subsection 7.2(b) above.

(a) Severance Package : The Severance Package will consist of the following:

(i) a severance payment payable in one lump sum within thirty (30) days following the date of Executive’s termination of employment and equal to: (a) the greater of two (2) times Executive’s Base Salary then in effect on the date of termination or the balance of Executive’s Base Salary due for the remainder of the current term (in each case, Base Salary shall be determined without regard to any reduction thereof which would constitute “Good Reason” as defined in Section 7.4(c)), plus (b) the greater of two (2) times (i) the average cash bonus paid to Executive for each of the years completed under the terms of this Agreement or (ii) Executive’s annual bonus target;

(ii) full vesting of all unvested portions of Executive’s equity awards and the ability to exercise stock options for a period of three (3) years from the date of termination of employment; provided that such extension does not cause the option exercise period to be extended beyond the expiration of the option term; and

(iii) continuation of group health insurance benefits on the same terms as during Executive’s employment for the greater of (a) the remainder of the current term, or (b) two (2) years (the “Continuation Period”); provided Company’s insurance carrier allows for such benefits continuation. In the event Company’s insurance carrier does not allow such coverage continuation, Company agrees to pay the premiums required to continue Executive’s group health care coverage for the Continuation Period, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that Executive elects to continue and remains eligible for these benefits under COBRA, and does not obtain health coverage through another employer during this period.

(b)  280G . If, due to the benefits provided under subsection 7.4(a) above, Executive is subject to any excise tax due to characterization of any amounts payable under subsection 7.4(a) as excess parachute payments pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), Company shall pay to Executive an additional payment (the “Tax Gross-Up Payment”) equal to the amount of such Section 280G excise tax payable by Executive. The Tax Gross-Up Payment will be made to Executive by December 31 following the Executive’s taxable year in which Executive remits the related taxes.

(c)  Good Reason . “Good Reason” shall mean any one or more of the following without Executive’s written consent: (i) the assignment to Executive of any duties, or any limitation of Executive’s responsibilities, substantially inconsistent with the Executive’s positions, duties, responsibilities and status with Company immediately prior to the date of the Change in Control; (ii) the relocation of the principal place of Executive’s service to a location that is more than fifty (50) miles from Executive’s principal place of service i