Form of Restricted Stock Unit Agreement



 EXHIBIT 10.1 
 BJ’S RESTAURANTS, INC. 
 2005 EQUITY INCENTIVE PLAN 
 RESTRICTED STOCK UNIT AGREEMENT 
 This
Restricted Stock Unit Agreement (this “AGREEMENT”), is made and entered into on the execution date of the Restricted Stock Unit Certificate to which it is attached (the “CERTIFICATE”), by and between BJ’s Restaurants, Inc.,
a California corporation (the “COMPANY”), and the Employee (“GRANTEE”) named in the Certificate. 
 Pursuant to the
BJ’s Restaurants, Inc. 2005 Equity Incentive Plan, as amended or restated from time to time (the “PLAN”), the administrator of the Plan (the “Administrator”) has authorized the grant to Grantee of restricted stock units
(“RESTRICTED STOCK UNITS” or “AWARD”), upon the terms and subject to the conditions set forth in this Agreement and in the Plan. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Plan.
). 
 NOW, THEREFORE, in consideration of the premises and the benefits to be derived from the mutual observance of the covenants and
promises contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 
 1. BASIS FOR AWARD. This Award is made in accordance with Section 11 of the Plan. The Grantee hereby receives as of the date hereof an Award of Restricted Stock Units pursuant to the terms of this Agreement (the “Grant”).

 2. UNITS AWARDED. 
 (a) The Company hereby
awards to the Grantee, Restricted Stock Units for the Hypothetical Number Of Shares set forth in the Certificate. Restricted Stock Units are hypothetical Common Stock units having a value equal to the Fair Market Value of an identical number of
shares of the Company’s Common Stock. Each restricted stock unit represents a right to receive one share of Common Stock from the Company at the Payment Date set forth in the Certificate. 
 (b) The Company shall in accordance with the Plan establish and maintain a Restricted Stock Unit Account for the Grantee, and such account shall be
credited for the number of Restricted Stock Units granted to the Grantee. The Restricted Stock Unit Account shall be credited for any securities or other property (including regular cash dividends) distributed by the Company in respect of its Common
Stock. Any such property shall be subject to the same vesting schedule as the Restricted Stock Units to which they relate. 
 (c) Until the
Restricted Stock Units awarded to the Grantee shall have vested and becomes payable on the Payment Date specified in the Certificate, the Restricted Stock Units and any related securities, cash dividends or other property nominally credited to a
Restricted Stock Unit Account may not be sold, transferred, or otherwise disposed of and may not be pledged or otherwise hypothecated. 
 3. VESTING. The
Restricted Stock Units covered by this Agreement shall vest subject to the Vesting Schedule and Criteria set forth in the Certificate. Upon the occurrence of a Change in Control, the Restricted Stock may become 100% vested as provided in the Plan.,
If the Grantee ceases Active Status for any other reason, the unvested Restricted Stock Units shall be forfeited immediately. 
 4. PAYMENT. As soon as
practicable after the Payment Date set forth in the Certificate, payment shall be made in shares of Common Stock. If the Certificate does not specify a Payment Date, the Payment Date shall be the Vesting Date. The Administrator shall cause a stock
certificate to be delivered to the Grantee with respect to such shares free of all restrictions hereunder, except for applicable federal securities laws restrictions. Any securities, cash dividends or other property credited to the Restricted Stock
Unit Account other than Restricted Stock Units shall be paid in kind, or, in the discretion of the Administrator, in cash. 







 5. DEFERRAL ELECTION. Prior to the Deferral Election Deadline specified in the Certificate and acceptance of this Award,
Grantee may make a one-time election to defer the timing of the payment of the Restricted Stock Unit Award and have such amount paid at a later date, subject to the following terms and conditions: 
 (a) The deferral election must be made within 30 days after the grant of the Award and prior to any Deferral Election Deadline; 
 (b) the deferral election must be made at least 12 months in advance of the earliest Vesting Date at which the forfeiture condition could lapse;

 (c) the deferral election may not take effect until at least 12 months after the date on which it is made; and 
 (d) the deferral election must postpone the Payment Date for a period of at least five years from the date the Award would otherwise become payable or at
least five years from the date the first payment of the Award otherwise would become payable. 
 6. COMPLIANCE WITH LAWS AND REGULATIONS. The issuance of
Shares upon vesting of the Restricted Stock Units shall be subject to compliance by the Company and the Grantee with all applicable requirements of securities laws, other applicable laws and regulations of any stock exchange or interdealer quotation
system on which the Common Stock may be listed at the time of such issuance or transfer. The Grantee understands that the Company is under no obligation to register or qualify the Shares with the Securities and Exchange Commission (“SEC”),
any state securities commission or any stock exchange to effect such compliance. 
 7. TAX WITHHOLDING. The Grantee agrees that no later than the date as of
which the Restricted Stock Units vest, the Grantee shall pay to the Company (in cash or to the extent permitted by the Administrator, Shares held by the Grantee whose Fair Market Value on the day preceding the date the Restricted Stock Units vests
is equal to the amount of the Grantee’s tax withholding liability) any federal, state or local taxes of any kind required by law to be withheld, if any, with respect to the Restricted Stock Units for which the restrictions shall lapse (except
that withholding of applicable income taxes will be deferred until delivery of such the shares of Common Stock underlying such Restricted Stock Units if Grantee elected to receive such shares at a time subsequent to vesting in accordance with the
terms of the Certificate). Alternatively, the Company or its Affiliates shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Grantee (including payments due when the Restricted Stock Units
vest) any federal, state or local taxes of any kind required by law to be withheld with respect to the shares of Restricted Stock Units. 
 8. SECTION 409A
LIMITATION. It is the parties intention that this arrangement comply with Internal Revenue Code Section 409A. In the event the Administrator determines at any time that this Restricted Stock Unit constitutes “nonqualified deferred
compensation” within the meaning of Section 409A of the Code, notwithstanding any provision of the Plan or this Agreement to the contrary, the Award shall satisfy the additional conditions applicable to nonqualified deferred compensation
under Section 409A of the Code. Therefore, unless the parties explicitly agree that this provision is inapplicable, notwithstanding anything to the contrary in this or any other agreement: 
 (a) A deferral election or second election or change in the time or form of benefit payments that would violate Section 409A shall have no legal
effect, and the Grantee shall have the right to receive the amount (and will be taxable on it) as if it had been paid when it would have been paid absent the illegal election. The Grantee promises to repay, with interest at the applicable federal
rate, any amount paid prior to the specified Payment Date in violation of Section 409A. 
 (b) If the Company mistakenly defers more
than the Grantee elected, the excess amount deferred shall be a nonelective Company deferral payable at the time and in the manner as the elected deferral. The Grantee hereby authorizes withholding the mistaken amount from his or her Award.

  

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 (c) If the Company mistakenly defers less than the Grantee elected, the deficiency shall be credited to
the employee as soon as discovered. The Grantee’s Award thereafter shall be reduced (without adverse consequences to the employer) in a reasonable way specified by the Company to offset the cost of correcting the deficiency. 
 (d) In lieu of the foregoing, the employer unilaterally may take any other steps that will prevent any of the errors described above from violating
Section 409A. 
 (e) Notwithstanding the foregoing, the Company shall have no liability to any Participant or any other person if the
terms of this Award do not satisfy the additional conditions applicable to nonqualified deferred compensation under Section 409A of the Code and Section 8 of the Plan. 
 9. NONTRANSFERABILITY. This Award is not transferable except as specifically permitted pursuant to Section 7(e) of the Plan. 
 10. NO RIGHT TO CONTINUED EMPLOYMENT. Nothing in this Agreement shall be deemed by implication or otherwise to impose any limitation on any right of the Company or any of its Affiliates to terminate the Grantee’s Continuous Service at
any time, in the absence of a specific written agreement to the contrary. 
 11. REPRESENTATIONS AND WARRANTIES OF GRANTEE. The Grantee represents and
warrants to the Company that: 
 (a) Agrees to Terms of the Plan. The Grantee has received a copy of the Plan and has read and understands
the terms of the Plan and this Agreement, and agrees to be bound by their terms and conditions. The Grantee acknowledges that there may be adverse tax consequences upon the vesting of Restricted Stock Units or thereafter if the Award is paid and the
Grantee later disposes of the Shares, and that the Grantee should consult a tax advisor prior to such time. 
 (b) Cooperation. The Grantee
agrees to sign such additional documentation as may reasonably be required from time to time by the Company. 
 12. ADJUSTMENT UPON CHANGES IN
CAPITALIZATION. In the event of a change in capitalization of the Company as a result of events of the type described in Section 5 of the Plan, the Administrator may make appropriate adjustments to the number and class of shares relating to the
Restricted Stock Units as it deems appropriate, in its sole discretion, to preserve the value of this Award. The Administrator’s adjustment shall be made in accordance with the provisions of Section 5 of the Plan and shall be effective and
final, binding and conclusive for all purposes of the Plan and this Agreement. 
 13. GOVERNING LAW; MODIFICATION. This Agreement shall be governed by the
laws of the State of California without regard to the conflict of law principles. The Agreement may not be modified except in writing signed by both parties. 
 14. DEFINED TERMS. Except as otherwise provided herein, or unless the context clearly indicates otherwise, capitalized terms used but not defined herein have the definitions as provided in the Plan. The terms and provisions of the Plan are
incorporated herein by reference, and the Grantee hereby acknowledges receiving a copy of the Plan. In the event of a conflict or inconsistency between the discretionary terms and provisions of the Plan and the provisions of this Agreement, the Plan
shall govern and control. 
 15. MISCELLANEOUS. The masculine pronoun shall be deemed to include the feminine, and the singular number shall be deemed to
include the plural unless a different meaning is plainly required by the context. 
  

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