FAMOUS DAVE’S OF AMERICA,
INC.
FORM OF
PERFORMANCE SHARE AGREEMENT
(2006-2008 Awards)
PERFORMANCE
SHARE AGREEMENT (the
“Agreement”) made effective as of December 29,
2005 by and between Famous Dave’s of America, Inc., a
Minnesota corporation, having a place of business at 12701
Whitewater Drive, Suite 200, Minnetonka, MN 55343 (the
“Company”), and ___________________________
(“Employee”).
WHEREAS, the Company has adopted the Famous Dave’s
of America, Inc. [1995 Stock Option and Compensation Plan][1997
Employee Stock Option Plan][2005 Stock Incentive 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:
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.
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.
The Performance
Share award is granted pursuant to the Plan (including without
limitation Section [9 — for the 1995 Stock Option and
Compensation Plan and the 1997 Employee Stock Option Plan][6
— for the 2005 Stock Incentive Plan ]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.
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.
