FAMOUS DAVE'S OF AMERICA, INC. RESTRICTED STOCK UNIT AGREEMENT

Exhibit 10.2

Diana G. Purcel

FAMOUS DAVE’S OF AMERICA, INC.
RESTRICTED STOCK UNIT AGREEMENT

This Restricted Stock Unit Agreement (this “ Agreement ”), made effective as of September 11, 2008, is by and between Famous Dave’s of America, Inc., a Minnesota corporation (the " Company ”), and Diana G. Purcel (“ Employee ”).

BACKGROUND

A. Employee has been hired to serve as an employee of the Company (which for purposes of this Agreement shall also include the Company’s direct and indirect wholly-owned subsidiaries) or the Company desires to induce Employee to continue to serve the Company as an employee.

B. The Company has adopted the 2005 Stock Incentive Plan (the “ Plan ”) pursuant to which shares of common stock of the Company (“ Shares ”) have been reserved for issuance under the Plan. Any capitalized terms used, but not defined, in this Agreement are defined in the Plan.

C. Pursuant to the Plan, as amended in 2008, the Company is willing to grant to Employee certain restricted stock units that may result in the issuance to Employee of a certain number of Shares, if her rights to those units and Shares become vested as provided below, at the applicable time specified in this Agreement.

D. The terms of this Agreement are intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”). Code Section 409A and the Treasury Regulations issued thereunder are referred to in this Agreement as “ Section 409A. ”

AGREEMENT

Now, Therefore , the parties hereto agree as follows:

1.  Grant of Units . Subject to Section 11 below, the Company hereby grants to Employee Twenty-five Thousand (25,000) restricted stock units (the “ Award Units ”), each of which represents the right to receive one Share from the Company, plus any Added Units credited to Employee pursuant to the last paragraph of this Section 1, subject to the terms and provisions of this Agreement and the Plan.

" Unit Account ” means an account established and maintained by the Company, solely for accounting purposes, to record of the number of Award Units and any Added Units (collectively, " Units ”) credited to Employee by the Company under this Agreement.

As long as any Units remain credited to the Unit Account, the Company shall credit to the Unit Account, on each date that the Company pays a cash dividend to holders of Shares generally, an additional number of Units (“ Added Units ”) equal to the total number of whole Units previously credited to the Unit Account under this Agreement, multiplied by the dollar amount of the cash dividend per Share paid by the Company on that date, and divided by the Fair Market Value (as defined in the Plan) of one Share on that date. Any fractional Added Unit resulting from such calculation shall be included in the Added Units.

2.  Vesting and Forfeiture of Units . The total of all Units credited to the Unit Account from time to time shall become vested ratably over a period of three (3) years in equal annual installments, beginning on the third anniversary of the date of this Agreement and continuing on each subsequent anniversary of that date until all of the Units have become vested or forfeited, as set forth in the following schedule:

Notwithstanding the foregoing vesting schedule, 100% of the then unvested Units credited to the Unit Account shall become vested upon a “Change of Control”, which for purposes of this Agreement shall mean the occurrence of any of the following events: (i) any person or group of persons becomes the beneficial owner of thirty-five percent (35%) or more of any equity security of the Company entitled to vote for the election of directors; (ii) a majority of the members of the board of directors of the Company is replaced within the period of less than two (2) years by directors not nominated and approved by the board of directors; or (iii) the stockholders of the Company approve an agreement to sell or otherwise dispose of all or substantially all of the Company’s assets (including a plan of liquidation) or to merge or consolidate with or into another corporation except for a merger whereby the stockholders of the Company prior to the merger own more than fifty percent (50%) of the equity securities entitled to vote for the election of directors of the surviving corporation immediately following the merger.

Upon Employee’s termination of employment with the Company (for any reason or no reason, and regardless of whether such termination is voluntary or involuntary on the part of Employee), Employee shall forfeit the percentage of all Uni