EXHIBIT
10.2




NOTICE
OF PERFORMANCE-BASED
 RESTRICTED
STOCK UNIT AWARD
 Officer
Level
 
 BUFFALO
WILD WINGS, INC.
 2003
EQUITY INCENTIVE PLAN
 Name
      of
      Participant:              <NAME>Number
      of
      Units:                   <#>
                          Grant
      Date:         XXX,
      20XXPerformance
      Period:              __________________,
      20XX through ___________, 20XXScheduled
      Vesting Date:   __________, 20XX
 
 This
Notice (the “Notice”),
dated and effective as of the Grant Date specified above, is between Buffalo
Wild Wings, Inc., a Minnesota corporation (the “Company”), and the Participant
identified above.
 
 Background
 
 A.           Participant
on the date hereof is a key employee or officer of the Company or a Subsidiary
of the Company.
 
 B.           The
Company wishes to grant a performance-based restricted stock unit award to
Participant payable in shares of the Company’s common stock pursuant to the
Company’s 2003 Equity Incentive Plan, as amended (the “Plan”).
 
 C.           The
Administrator of the Plan has determined that the Participant is eligible to
receive such an award and hereby grants an award to the Participant on the terms
and conditions that follow.
 
 Terms
and Conditions*
 
 1.           Grant of
Performance-Based Restricted Stock Units.  The Company hereby
grants to Participant on the Grant Date that number of performance-based
restricted stock units (“Units”) equal to the “Number
of Units” specified in the table above on the terms and conditions set forth in
this Notice and as otherwise provided in the Plan (the “Award”).  Each Unit
that vests will entitle the Participant to receive one share of the Company’s
Common Stock.
  
 *
              Any
      capitalized term used in this Notice shall have the meaning set forth in
      this Notice (including in the table at the beginning of this Notice) or,
      if not defined in this Notice, the meaning set forth in the Plan as it
      currently exists or as it is amended in the
  future.
 
 
 2.        Nature of
Units.  The Units granted pursuant to this Award are
bookkeeping entries only and do not provide the Participant with any dividend,
voting or other rights of a stockholder of the Company.  The Units
shall remain forfeitable at all times unless and to the extent the vesting
conditions set forth in Section 3 of this Notice are
satisfied.  Neither this Award nor the Units may be sold, transferred,
assigned, encumbered or otherwise disposed of, except by will or the laws of
descent and distribution in the event of the Participant’s death.  Any
attempt to otherwise transfer the Units or this Award shall be void and without
effect.
 
 3.        Vesting
of Restricted Stock Units.  For purposes of this Notice,
“Vesting Date” means any date, including the Scheduled Vesting Date, on which
Units subject to this Award vest as provided in this Section 3.
 
 (a)           General.  Except
as otherwise provided in Paragraphs 3(b) and 3(c), the Units subject to this
Award shall vest on the Scheduled Vesting Date only if and to the extent the
Company satisfies the performance-based objective(s) for the Performance Period
as set forth in Exhibit A to this
Notice.  If the Committee certifies that the Company achieved at least
its threshold performance-based objective for the Performance Period, then some
or all of the Units subject to this Award will vest as of the Scheduled Vesting
Date.  The portion of the Units subject to this Award that will vest
as of the Scheduled Vesting Date will be determined according to the formula
specified in Exhibit
A.  Any Units that have not vested on the Scheduled Vesting
Date will be forfeited.
 
 (b)           Termination
of Employment.  Except as provided in the following sentence
and in Paragraph 3(c), if the Participant’s employment with the Company and all
of its Subsidiaries ceases at any time during the Performance Period, this Award
shall terminate and all Units subject to this Award shall be forfeited by
Participant.  If, however, the Participant’s employment with the
Company and all of its Subsidiaries ends due to death or Disability (as defined
in Section 5), then a portion of the Units subject to this Award shall
immediately vest.  That portion shall be equal to the number of Units
subject to this Award that would vest as of the Scheduled Vesting Date if the
Company were to achieve the “Target Goal” level performance-based objective for
the Performance Period, multiplied by a fraction, the numerator of which is the
number of days between the Grant Date and the date the Participant’s employment
ended, and the denominator of which is the number of days in the Performance
Period.  It is understood that if the Participant’s employment ends
for any reason during the period between the Vesting Date and the date shares of
Stock are to be issued in settlement of Units vested as of the Vesting Date, the
Participant shall not forfeit any such Units.
 
 (c)           Change in
Control.  If a Change in
Control (as defined in Section 5) occurs and the Participant holds Units subject
to this Notice at the time, then one of the following shall occur:
 
 (1)           If,
pending the Change in Control, the Committee determines that this Award will not
continue after the Change in Control or that the successor entity (or its
parent) will not agree to provide for the assumption or replacement of this
Award with a comparable equity-based award covering shares of the successor
entity (or its parent) that would equitably preserve the compensation element of
the Award at the time of the Change in Control, then a portion of the Units
subject to this Award shall vest and be settled within 30 days of the date of
the Committee action to accelerate vesting, unless the Participant has made an
election in accordance with Section 6 of this Notice.  That portion
shall be equal to the number of Units subject to this Award that would vest as
of the Scheduled Vesting Date if the Company were to achieve the Target Goal
level performance-based objective for the Performance Period, multiplied by a
fraction, the numerator of which is the number of days between the Grant Date
and the date of the Committee action to accelerate vesting, and the denominator
of which is the number of days in the Performance Period.
 
 2
 (2)           If,
in connection with the Change in Control, subparagraph 3(c)(1) is not applicable
and this Notice is continued, assumed or replaced in the manner described in
subparagraph 3(c)(1), and if within one year after that Change in Control the
Participant’s employment with the Company and all of its Subsidiaries (or with
any successor entity) is terminated by the employer for reasons other than Cause
(as defined in Section 5), or is terminated by the Participant for Good Reason
(as defined in Section 5), then a portion of the Units subject to this Award
shall immediately vest and be settled within 30 days after the date of the
Participant’s termination of employment, unless the Participant has made an
election in accordance with Section 6 of this Notice.  That portion
shall be equal to the number of Units subject to this Award that would vest as
of the Scheduled Vesting Date if the Company were to achieve the Target Goal
level performance-based objective for the Performance Period, multiplied by a
fraction, the numerator of which is the number of days between the Grant Date
and the date of the Participant’s termination of employment, and the denominator
of which is the number of days in the Performance Period.
 
 4.          Settlement
of Units.Unless
the Participant has made an election in accordance with Section 6 of this
Notice, and except as otherwise provided in Paragraph 3(c), as soon as
practicable after the Scheduled Vesting Date, but no later than March 15 of the
year following the Scheduled Vesting Date, the Company shall cause to be issued
to the Participant (or his or her beneficiary or personal representative) one
share of Stock in payment and settlement of each vested Unit.  The
Company may withhold from the number of such shares to be delivered in
settlement of the Units any shares required for the payment of withholding taxes
as provided in Paragraph 7(e) below.
 
 5.          Definitions.  The following
terms used in this Notice will have the meanings indicated, unless otherwise
provided herein:
 
 (a)          “Cause” means what the term is
expressly defined to mean in a then-effective employment agreement between the
Participant and the Company, or, in the absence of any such then-effective
agreement or definition, means:
 
 (1)           Participant’s
commission of any act constituting a felony or Participant’s conviction or
guilty or no contest plea to any criminal misdemeanor involving fraud,
misrepresentation or theft;
 
 3
 (2)           gross
misconduct or any act of fraud, disloyalty or dishonesty by Participant related
to or connected with Participant’s employment by the Company or otherwise likely
to cause material harm to the Company or its reputation;
 
 (3)           a
material violation by Participant of the Company’s policies or codes of conduct;
or
 
 (4)           the
willful or material breach by Participant of any agreement between the
Participant and the Company.
 
 (b)          “Change in Control” means what
the term (or a term of like import) is expressly defined to mean in a
then-effective employment agreement between the Participant and the Company, or
in the absence of any such then-effective agreement or definition, means a
change in the ownership or control of the Company effected through any of the
following transactions:
 
 (1)           a
merger, consolidation or reorganization approved by the Company’s stockholders,
unless securities representing more than fifty percent (50%) of the total
combined voting power of the outstanding voting securities of the successor
corporation are immediately thereafter beneficially owned, directly or
indirectly and in substantially the same proportion, by the persons who
beneficially owned the Company’s outstanding voting securities immediately prior
to such transaction;
 
 (2)           any
stockholder-approved sale, transfer or other disposition of all or substantially
all of the Company’s assets;
 
 (3)           any
transaction or series of related transactions pursuant to which any person or
any group of persons comprising a “group” within the meaning of Rule 13d-5(b)(1)
under the Securities Exchange Act of 1934, as amended (other than the Company or
a person that, prior to such transaction or series of related transactions,
directly or indirectly controls, is controlled by or is under common control
with, the Company) becomes directly or indirectly the beneficial owner (within
the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of
securities possessing (or convertible into or exercisable for securities
possessing) thirty percent (30%) or more of the total combined voting power of
the Company’s securities (determined by the power to vote with respect to the
elections of Board members) outstanding immediately after the consummation of
such transaction or series of related transactions, whether such transaction
involves a direct issuance from the Company or the acquisition of outstanding
securities held by one or more of the Company’s stockholders; or
 
 (4)           a
change in the composition of the Board over a period of eighteen (18)
consecutive months or less such that a majority of the Board members ceases to
be comprised of individuals who have been Board members continuously since the
beginning of such period;
  (5)           approval
by the Company’s stockholders of a complete liquidation or dissolution of the
Company.
 
 4
 (c)           “Disability” means what the
term is expressly defined to mean in a then-effective employment agreement
between the Participant and the Company, or, in the absence of any such
then-effective agreement or definition, means any medically determinable
physical or mental impairment that can be expected to result in death or can be
expected to last for a continuous period of not less than six months, where such
impairment causes the Participant to be unable to perform the duties of
Participant’s position of employment or any substantially similar position of
employment.
 
 (d)           “Good Reason” means what the
term is expressly defined to mean in a then-effective employment agreement
between the Participant and the Company, or, in the absence of any such
then-effective agreement or definition, means any of the following conditions
arising without the consent of Participant, provided that Participant has first
given written notice to the Company of the existence of the condition within 90
days of its first occurrence, and the Company has failed to remedy the condition
within 30 days thereafter:
 
 (1)           a
material diminution in the Participant’s base salary;
 
 (2)           a
material diminution in the Participant’s authority, duties, or
responsibilities;
 
 (3)           relocation
of Participant’s principal office more than 50 miles from its current location;
or
 
 (4)           any
other action or inaction that constitutes a material breach by the Company of
any terms or conditions of any agreement between the Company and the
participant, which breach has not been caused by Participant.
 
 (e)          “Performance Period” means the
period specified in the table at the beginning of this Notice.
 
 6.           Deferral
of Payment of Vested Units.
 
 (a)           Election.  The
Participant may elect, on or before the date that is six months before the end
of the Performance Period, to defer receipt of the payment and settlement
of vested Units.
 
 (i)           Shares
Eligible for Deferral.  A Participant may elect to defer
payment and settlement of 10%-100% (expressed as a whole percentage) of the
vested Units.
 
 (ii)           Time of
Payment.  Deferred Units shall be paid upon the earliest to
occur of the following (the “Payment Date”):
 
 (A)           the
Participant’s Separation from Service (as defined in the Buffalo Wild Wings,
Inc. Management Deferred Compensation Plan (the “Deferred Compensation
Plan”)),
 
 5
 (B)           the
Participant’s death,
 
 (C)           the
Participant’s Disability (as defined in the Deferred Compensation Plan),
or
 
 (D)           an
in-service distribution date elected by the Participant, if any.
 
 (iii)           Form of
Payment.  Deferred Units, when paid, shall be distributed in
shares of Stock either (A) as a lump sum or (B) in equal annual installments
over a specified period of no more than five years; provided however, that if a
Participant elects installments, the Administrator may, in its discretion,
determine to settle the Participant’s deferred Units in cash instead of in
shares of Stock.  Payment shall be treated as made upon the
Participant’s Separation from Service if it is made on such date or a later date
within the same calendar year or, if later, by the 15th day of the third
calendar month following the Separation from Service, subject to Paragraph
6(b).  If the Participant elects to receive installments, the issuance
of each annual installment shall be made on the anniversary of the date of the
first issuance.
 
 (iv)           Election
Forms.   Such election shall be made on such form(s)
prescribed by the Administrator and shall otherwise comply with any rules or
procedures specified by the Administrator for making elections.
 
 (b)           Specified
Employee.  If the Participant makes a deferral election
pursuant to Paragraph 6(a) and is a “Specified Employee” (as defined under the
Deferred Compensation Plan) as of the date of the Participant’s Separation from
Service (and has not elected an earlier in-service distribution of deferred
Units), no payment shall be made to the Participant until the first day of the
seventh month after the Participant’s Separation from Service (or, if earlier,
the date of the Participant’s death).  If the Participant has elected
under Paragraph 6(a) to receive payment in equal annual installments, the first
such installment shall be issued on the first day of the seventh month after the
Participant’s Separation from Service, and subsequent installments shall be paid
on the anniversary of the first installment.
 
 (c)           Dividend
Equivalents. A
Participant who has deferred vested Units hereunder shall be entitled to receive
additional Units with respect to such deferred vested Units as “dividend
equivalents” at such time(s), if any, that cash dividends are declared by the
Company on shares of Stock.  The number of additional Units shall be
determined by multiplying the number of vested Units deferred by the Participant
(which shall include any Units credited to the Participant in connection with
cash dividends under this Paragraph 6(c)), times the dollar amount of the cash
dividend per share of Stock, and then dividing by the Fair Market Value of a
share of Stock as of the dividend payment date.  Any Units credited to
a Participant with respect to cash dividends under this Paragraph 6(c) shall be
vested at all times, and paid at the same time and in the same form as the
Participant’s deferred vested Units.
 
 (d)           Administration.  The
Administrator shall have the authority to establish a bookkeeping account or
accounts in the name of the Participant, and such rules, regulations and
procedures as it shall deem necessary or desirable for the orderly
administration of deferrals of Units hereunder or compliance with applicable
law.  The Administrator may, in its discretion, delegate its
administrative duties with respect to deferred Units to such officer or officers
of the Company, or third party or parties, as it shall approve.
 
 6
 (e)           Small
Balances.  Notwithstanding any payment election made pursuant
to Paragraph 6(a)(iii), if the Fair Market Value of the shares of Stock
underlying a Participant’s deferred Units, is, in the aggregate, less than
$20,000 on the Payment Date, such shares will be distributed in a lump
sum.  In addition, the Company may distribute all of a Participant’s
unpaid deferred shares of Stock in a lump sum if the Fair Market Value of such
shares does not exceed the limit in Section 402(g)(1)(B) of the Code and results
in the termination of the Participant’s entire deferred interest under this
Notice.
 
 (f)           Beneficiary.  The
Administrator may permit the Participant to designate one or more beneficiaries
to receive payment of any benefits to which the Participant is entitled under
this Section 6.  In the absence of a valid beneficiary designation, a
Participant’s beneficiary shall be his Surviving Spouse (as defined in the
Deferred Compensation Plan), or if the Participant has no Surviving Spouse, the
beneficiary shall be the Participant’s estate.  Payment of a
Participant’s entire interest in deferred Units shall be paid to his
beneficiary(ies) in a lump sum.
 
 (g)           Unfunded
Right.  The Company’s obligations under this Section 6 are
merely an unfunded, unsecured obligation to pay and settle deferred Units
hereunder in accordance with the provisions of this Section 6.  The
Company shall not be required to fund, or otherwise segregate assets to be used
for payment of benefits under the Plan, and to the extent it does so, such
assets shall remain subject to the claims of the Company’s general
creditors.
 
 (h)           Amendment
and Termination.  The Committee may amend the provisions of
this Section 6 or terminate the deferral of Units under this Section 6 at any
time, provided that any such amendment or termination complies with the
requirements of Code Section 409A and the regulations and guidance
thereunder.
 
 7.           General
Provisions.
 
 (a)           Employment.  This
Notice shall not confer on Participant any right with respect to continuance of
employment by the Company or any of its Affiliates, nor will it interfere in any
way with the right of the Company to terminate such
employment.  Nothing in this Notice shall be construed as creating an
employment contract for any specified term between Participant and the Company
or any Affiliate.
 
 (b)           Securities
Law Compliance.  No shares of Stock issuable pursuant to this
Notice shall be issued and delivered unless the issuance of the shares complies
with all applicable legal requirements, including compliance with the provisions
of applicable state securities laws, the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, and the requirements of the
exchanges on which the Company’s Stock may, at the time, be listed.
 
 7
 (c)           Mergers,
Recapitalizations, Stock Splits, Etc.Pursuant and subject to
Section 12 of the Plan, certain changes in the number of shares or character of
the Stock of the Company (through merger, consolidation, exchange,
reorganization, divestiture (including a spin-off), liquidation,
recapitalization, stock split, stock dividend or otherwise) shall result in an
equitable adjustment to avoid dilution or enlargement of Participant’s rights
with respect to any Units subject to this Award which have not yet been
settled.
 
 (d)           Shares
Reserved.  The Company shall at all times during the term of
this Award reserve and keep available such number of shares of Stock as will be
sufficient to satisfy the requirements of this Award.
 
 (e)           Withholding
Taxes.  The Company shall have the right to (i) withhold from
any cash payment under the Plan or any other compensation owed to the
Participant an amount sufficient to cover any required withholding taxes in
connection with the settlement of Units subject to this Award, and (ii) require
a Participant or other person receiving shares of Stock under this Award to pay
a cash amount sufficient to cover any required withholding taxes before actual
receipt of those shares.  In lieu of all or any part of a cash payment
from the Participant as provided above, the Committee may elect to cover all or
any part of the required withholdings (up to the Participant’s minimum required
tax withholding rate or such other rate that will not trigger a negative
accounting impact) through a reduction in the number of shares delivered to
Participant, valued in the same manner as used in computing the withholding
taxes under applicable laws.
 
 (f)           2003
Equity Incentive Plan.  The Award evidenced by this Notice is
granted pursuant to the Plan, a copy of which Plan has been made available to
Participant and is hereby incorporated into this Notice.  This Notice
is subject to and in all respects limited and conditioned as provided in the
Plan.  The Plan governs this Notice and, in the event of any questions
as to the construction of this Notice or in the event of a conflict between the
Plan and this Notice, the Plan shall govern, except as the Plan otherwise
provides.
 
 (g)           Scope of
Notice.  This Notice shall bind and inure to the benefit of the
Company, its Affiliates and their successors and assigns, and shall bind and
inure to the benefit of Participant and any successor or successors of
Participant permitted herein.   This Award is expressly subject
to all terms and conditions contained in the Plan and in this Notice, and
Participant shall comply with all such terms and conditions.
 
 (h)           Arbitration.  Any
dispute arising out of or relating to this Notice or the alleged breach of it,
or the making of this Notice, including claims of fraud in the inducement, shall
be discussed between the disputing parties in a good faith effort to arrive at a
mutual settlement of any such controversy.  If, notwithstanding, such
dispute cannot be resolved, such dispute shall be settled by binding
arbitration.  Judgment upon the award rendered by the arbitrator may
be entered in any court having jurisdiction thereof.  The arbitrator
shall be a retired state or federal judge or an attorney who has practiced
securities or business litigation for at least 10 years.  If the
parties cannot agree on an arbitrator within 20 days, any party may request that
the chief judge of the District Court of Hennepin County, Minnesota, select an
arbitrator.  Arbitration will be conducted pursuant to the provisions
of this Notice, and the commercial arbitration rules of the American Arbitration
Association, unless such rules are inconsistent with the provisions of this
Notice.  Limited civil discovery shall be permitted for the production
of documents and taking of depositions.  Unresolved discovery disputes
may be brought to the attention of the arbitrator who may dispose of such
dispute. The arbitrator shall have the authority to award any remedy or relief
that a court of this state could order or grant; provided, however, that
punitive or exemplary damages shall not be awarded.  The arbitrator
may award to the prevailing party, if any, as determined by the arbitrator, all
of its costs and fees, including the arbitrator’s fees, administrative fees,
travel expenses, out-of-pocket expenses and reasonable attorneys’
fees.  Unless otherwise agreed by the parties, the place of any
arbitration proceedings shall be Hennepin County, Minnesota.
  8
 (i)           Choice of
Law.  This Notice is subject to the laws of the State of
Minnesota and shall be construed and interpreted thereunder (without regard to
its conflicts of laws principles).
  (j)           Code
Section 409A. To the extent any provision of this Notice does not satisfy
the requirements of Code Section 409A or any regulations or other guidance
issued by the Treasury Department or the Internal Revenue Service under Code
Section 409A, such provision will be applied in a manner consistent with such
requirements, regulations or guidance, notwithstanding any provision of the
Notice to the contrary, and to the extent not prohibited by Code Section 409A,
the provisions of the Notice and the rights of Participants and their
beneficiaries hereunder shall be deemed to have been modified
accordingly.
   
 BUFFALO
WILD WINGS, INC.
 
 
 By: __________________________________
 Its:  EVP,
General Counsel / Secretary
 
 
 9
  Exhibit
A to
 Notice
of Performance-Based Restricted Unit Award
 
 Performance-Based
Objectives
 
 Performance
Period:      ________________ through
________________
 
 The
determination of the number of Units that will vest on the Scheduled Vesting
Date at the end of the Performance Period specified above as provided in
Paragraph 3(a) of the Notice will be determined as follows:
 
 1.          The
Company’s Cumulative Net Income for the Performance Period will be
determined.
 
 2.          Based
on that Cumulative Net Income, the Performance Factor for the Performance Period
will be determined from the following table by determining where the Company’s
actual Cumulative Net Income falls relative to the goals specified in the
applicable column of the table, and then selecting the corresponding Performance
Factor.  If the Company’s actual Cumulative Net Income for the
Performance Period is between two amounts shown in the applicable column of the
table, the corresponding Performance Factor will be determined by linear
interpolation between the two relevant Performance Factors shown in the
table.  If actual Cumulative Net Income for the Performance Period is
less than the Minimum Goal specified, the Performance Factor is zero, and if it
greater than the Target Goal, the Performance Factor is 100%.
  Performance Factor
                
                Company’s
      Cumulative Net Income Goals for thePerformance
      Period Ending __________:100%         (Maximum
      Goal)
                
                $50%           (Target
      Goal)
                
                $37.5%        (Threshold
      Goal)
                
                $
 
 3.          The
number of Units that will vest as of the Scheduled Vesting Date will be the
Number of Units Awarded multiplied by the Performance Factor.
 
 4.          For purposes of this Exhibit A, the
Company’s “Cumulative Net Income” for any period shall mean the Company’s net
income for that period as calculated underU.S.generally accepted accountingprinciples, subject to
adjustment as set forth in the“Exception Guidelines,” adopted as part
of the applicable Long-Term Incentive Program.
 
 5.          As
an example, to compute the number of Units that will vest on the Scheduled
Vesting Date, assume the following facts: (i) the Number of Units Awarded was
10,000; and (ii) the Company’s actual Cumulative Net Income for the relevant
period ending on the Scheduled Vesting Date was half-way between the Target Goal
and the Maximum Goal.  Under these facts, the Performance Factor would
be 75% (half-way between 50% and 100%), and the number of Units vesting on the
Scheduled Vesting Date would be 7,500.
 
 10