EXHIBIT
10.2
FAMOUS DAVE’S OF AMERICA,
INC.
PERFORMANCE SHARE AGREEMENT
(2005-2007 Awards)
PERFORMANCE SHARE
AGREEMENT (the
“Agreement”) made effective as of February 25,
2005 by and between Famous Dave’s of America, Inc., a
Minnesota corporation, having a place of business at 8091 Wallace
Road Eden Prairie, MN 55344 (the “Company”), and
___(“Employee”).
WITNESSETH:
WHEREAS,
the Company has adopted the Famous
Dave’s of America, Inc. [1995 Stock Option and Compensation
Plan] [1997 Employee Stock Option Plan] (the “Plan”) to
increase shareholder value and to advance the interests of the
Company by furnishing a variety of economic incentives designed to
attract, retain and motivate employees; and
WHEREAS,
the Compensation Committee of the
Board of Directors of the Company (the “Committee”)
believes that entering into this Agreement with Employee is
consistent with the stated purposes for which the Plan was
adopted.
NOW, THEREFORE,
it is agreed as follows:
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1.
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Grant of Stock.
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Subject to the terms and provisions
of this Agreement and the Plan, the Company hereby grants to
Employee an award to be paid in shares of the Company’s
common stock, $.01 par value per share (the “Performance
Shares”), on the Vesting Date identified in
Exhibit A attached hereto. The number of Performance
Shares granted pursuant to this award is set forth in
Exhibit A and issuance by the Company of such
Performance Shares (i) is contingent upon the Company
achieving the performance objectives set forth in
Exhibit A ; and (ii) is subject to the other terms
and conditions and contingencies set forth in such Exhibit and in
the Plan.
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2.
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Rights of
Employee.
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Employee shall not have any of the
rights of a shareholder with respect to the Performance Shares
except to the extent that such Performance Shares are issued to
Employee in accordance with the terms and conditions of this
Agreement and the Plan.
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3.
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The Plan.
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The
Performance Share award is granted pursuant to the Plan (including
without limitation Section 9 thereof) and is governed by the
terms thereof, which are incorporated herein by reference. In the
event of any conflict or inconsistency between the provisions of
this Agreement and those of the Plan, the provisions of the Plan
shall govern and control.
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4.
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Administration.
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This Agreement shall at all times be
subject to the terms and conditions of the Plan. The Committee
shall have the sole and complete discretion with respect to all
matters reserved to it by the Plan and decisions of the Committee
with respect thereto and to this Agreement shall be final and
binding upon Employee. In the event of any conflict between the
terms and conditions of this Agreement and the Plan, the provisions
of the Plan shall govern and control.
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5.
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Continuation of Employment or Right
to Cor
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