Exhibit 10.1
FAMOUS DAVE’S
OF AMERICA, INC.
AMENDED AND RESTATED
PERFORMANCE SHARE AGREEMENT
(2004-2006 Awards)
This AMENDED AND RESTATED
PERFORMANCE SHARE AGREEMENT (the “Agreement”) is made
effective as of _________, 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;
WHEREAS,
the Company and Employee have
previously entered into a Performance Share Agreement dated as of
February 18, 2004 pursuant to which the Company granted
Employee an award to be paid in shares of the Company’s
common stock, $.01 par value per share (the “Performance
Shares”), subject to certain conditions, which Performance
Share Agreement was amended as of February 25, 2005 pursuant
to Amendment No.1 to Performance Share Agreement (as amended, the
“Original Agreement”);
WHEREAS,
the Compensation Committee of the
Board of Directors of the Company (the “Committee”)
desires to amend the terms of the Original Agreement as provided
herein and has authorized the Company to amend and restate the
terms of the Original Agreement pursuant to this
Agreement.
NOW, THEREFORE,
it is agreed as follows:
|
1.
|
Grant of Stock.
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.
|
|
|
|
2.
|
Rights of Employee.
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.
|
|
|
|
|
|
|
3.
|
The Plan.
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.
|
|
|
|
|
|
|
4.
|
Administration.
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.
|
|
|
|
1
