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                                                                    EXHIBIT 10.8

                         FAMOUS DAVE'S OF AMERICA, INC.

                        1997 EMPLOYEE STOCK OPTION PLAN


     1. Purpose.  The purpose of the 1997 Employee Stock Option Plan (the
"Plan") of Famous Dave's of America, Inc.  (the "Company") is to increase
shareholder value and to advance the interests of the Company by attracting,
retaining and motivating employees of the Company by furnishing opportunities
to purchase or receive shares of Common Stock, $.01 par value, of the Company
("Common Stock") pursuant to the Plan.

     2. Administration.  The Plan shall be administered by the stock option
committee (the "Committee") of the Board of Directors of the Company.  The
Committee shall consist of not less than two directors of the Company and shall
be appointed from time to time by the Board of Directors of the Company.  The 
Board of Directors of the Company may from time to time appoint members
of the Committee in substitution for, or in addition to, members previously
appointed, and may fill vacancies, however caused, in the Committee.  The
Committee shall select one of its members as its chairman and shall hold its
meetings at such times and places as it shall deem advisable.  A majority of
the Committee's members shall constitute a quorum. All action of the Committee
shall be taken by the majority of its members.  Any action may be taken by a
written instrument signed by majority of the members and actions so taken shall
be fully effective as if it had been made by a majority vote at a meeting duly
called and held.  The Committee may appoint a secretary, shall keep minutes of
its meetings and shall make such rules and regulations for the conduct of its
business as it shall deem advisable.  The Committee shall have complete
authority to award Incentives under the Plan, to interpret the Plan, and to
make any other determination which it believes necessary and advisable for the
proper administration of the Plan.  The Committee's decisions and matters
relating to the Plan shall be final and conclusive on the Company and its
participants.

     3. Eligible Employees.  Employees of the Company (excluding officers and
directors of the Company) shall become eligible to receive Incentives under the
Plan when designated by the Committee.  Employees may be designated
individually or by groups or categories (for example, by pay grade) as the
Committee deems appropriate.  Participation by others and any performance
objectives relating to others may be approved by groups or categories (for
example, by pay grade) and authority to designate participants who are not
officers and to set or modify such targets may be delegated.

     4. Types of Incentives.  Incentives under the Plan may be granted in any
one or a combination of the following forms:  (a) incentive stock options and
non-statutory stock options (section 6); (b) stock appreciation rights ("SARs")
(section 7); (c) stock awards (section 8); (d) restricted stock (section 8);
and (e) performance shares (section 9).





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     5. Shares Subject to the Plan.

           5.1. Number of Shares.  Subject to adjustment as provided in Section
      10.6, the number of shares of Common Stock which may be issued under the
      Plan shall not exceed 200,000 shares of Common Stock, subject to approval
      by the shareholders of the Company at the next meeting of shareholders.

           5.2. Cancellation.  To the extent that cash in lieu of shares of
      Common Stock is delivered upon the exercise of a SAR pursuant to Section
      7.4, the Company shall be deemed, for purposes of applying the limitation
      on the number of shares, to have issued the greater of the number of
      shares of Common Stock which it was entitled to issue upon such exercise
      or on the exercise of any related option.  In the event that a stock
      option or SAR granted hereunder expires or is terminated or canceled
      unexercised as to any shares of Common Stock, such shares may again be
      issued under the Plan either pursuant to stock options, SARs or
      otherwise.  In the event that shares of Common Stock are issued as
      restricted stock or pursuant to a stock award and thereafter are
      forfeited or reacquired by the Company pursuant to rights reserved upon
      issuance thereof, such forfeited and reacquired shares may again be
      issued under the Plan, either as restricted stock, pursuant to stock
      awards or otherwise.  The Committee may also determine to cancel, and
      agree to the cancellation of, stock options in order to make a
      participant eligible for the grant of a stock option at a lower price
      than the option to be canceled.

           5.3. Type of Common Stock.  Common Stock issued under the Plan in
      connection with stock options, SARs, performance shares, restricted stock
      or stock awards, may be authorized and unissued shares.

     6. Stock Options.  A stock option is a right to purchase shares of Common
Stock from the Company.  Each stock option granted by the Committee under this
Plan shall be subject to the following terms and conditions:

           6.1. Price.  The option price per share shall be determined by the
      Committee, subject to adjustment under Section 10.6.

           6.2. Number.  The number of shares of Common Stock subject to the
      option shall be determined by the Committee, subject to adjustment as
      provided in Section 10.6.  The number of shares of Common Stock subject
      to a stock option shall be reduced in the same proportion that the holder
      thereof exercises a SAR if any SAR is granted in conjunction with or
      related to the stock option.

           6.3. Duration and Time for Exercise.  Subject to earlier termination
      as provided in Section 10.4, the term of each stock option shall be
      determined by the Committee but shall not exceed ten years and one day
      from the date of grant.  Each stock option shall become exercisable at
      such time or times during its term as shall be determined by the
      Committee at the time of grant.  No stock option may be exercised during
      the first six months of its term.  Except as provided by the preceding
      sentence, the Committee may


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      accelerate the exercisability of any stock option.  Subject to the
      foregoing and with the approval of the Committee, all or any part of the
      shares of Common Stock with respect to which the right to purchase has
      accrued may be purchased by the Company at the time of such accrual or at
      any time or times thereafter during the term of the option.

           6.4. Manner of Exercise.  A stock option may be exercised, in whole
      or in part, by giving written notice to the Company, specifying the
      number of shares of Common Stock to be purchased and accompanied by the
      full purchase price for such shares.  The option price shall be payable
      in United States dollars upon exercise of the option and may be paid by
      cash; uncertified or certified check; bank draft; by delivery of shares
      of Common Stock in payment of all or any part of the option price, which
      shares shall be valued for this purpose at the Fair Market Value on the
      date such option is exercised; by instructing the Company to withhold
      from the shares of Common Stock issuable upon exercise of the stock
      option shares of Common Stock in payment of all or any part of the option
      price, which shares shall be valued for this purpose at the Fair Market
      Value or in such other manner as may be authorized from time to time by
      the Committee.  Prior to the issuance of shares of Common Stock upon the
      exercise of a stock option, a participant shall have no rights as a
      shareholder.

           6.5. Incentive Stock Options.  Notwithstanding anything in the Plan
      to the contrary, the following additional provisions shall apply to the
      grant of stock options which are intended to qualify as Incentive Stock
      Options (as such term is defined in Section 422 of the Internal Revenue
      Code of 1986, as amended):

                 (a) The aggregate Fair Market Value (determined as of the time
            the option is granted) of the shares of Common Stock with respect
            to which Incentive Stock Options are exercisable for the first time
            by any participant during any calendar year (under all of the
            Company's plans) shall not exceed $100,000.

                 (b) Any Incentive Stock Option certificate authorized under
            the Plan shall contain such other provisions as the Committee shall
            deem advisable, but shall in all events be consistent with and
            contain all provisions required in order to qualify the options as
            Incentive Stock Options.

                 (c) All Incentive Stock Options must be granted within ten
            years from the earlier of the date on which this Plan was adopted
            by Board of Directors or the date this Plan was approved by the
            shareholders.

                 (d) Unless sooner exercised, all Incentive Stock Options shall
            expire no later than 10 years after the date of grant.

                 (e) The option price for Incentive Stock Options shall be not
            less than the Fair Market Value of the Common Stock subject to the
            option on the date of grant.


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                 (f) No Incentive Stock Options shall be granted to any 
            participant who, at the time such option is granted, would own
            (within the meaning of Section 422 of the Code) stock possessing
            more than 10% of the total combined voting power of all classes of
            stock of the employer corporation or of its parent or subsidiary
            corporation.

        7. Stock Appreciation Rights.  A SAR is a right to receive, without
payment to the Company, a number of shares of Common Stock, cash or any
combination thereof, the amount of which is determined pursuant to the formula
set forth in Section 7.4.  A SAR may be granted (a) with respect to any stock
option granted under this Plan, either concurrently with the grant of such
stock option or at such later time as determined by the Committee (as to all or
any portion of the shares of Common Stock subject to the stock option), or (b)
alone, without reference to any related stock option.  Each SAR granted by the
Committee under this Plan shall be subject to the following terms and
conditions:

           7.1. Number.  Each SAR granted to any participant shall relate to
      such number of shares of Common Stock as shall be determined by the
      Committee, subject to adjustment as provided in Section 10.6.  In the
      case of an SAR granted with respect to a stock option, the number of
      shares of Common Stock to which the SAR pertains shall be reduced in the
      same proportion that the holder of the option exercises the related stock
      option.

           7.2. Duration.  Subject to earlier termination as provided in
      Section 10.4, the term of each SAR shall be determined by the Committee
      but shall not exceed ten years and one day from the date of grant.
      Unless otherwise provided by the Committee, each SAR shall become
      exercisable at such time or times, to such extent and upon such
      conditions as the stock option, if any, to which it relates is
      exercisable.  No SAR may be exercised during the first twelve months of
      its term.  Except as provided in the preceding sentence, the Committee
      may in its discretion accelerate the exercisability of any SAR.

           7.3. Exercise.  A SAR may be exercised, in whole or in part, by
      giving written notice to the Company, specifying the number of SARs which
      the holder wishes to exercise.  Upon receipt of such written notice, the
      Company shall, within 90 days thereafter, deliver to the exercising
      holder certificates for the shares of Common Stock or cash or both, as
      determined by the Committee, to which the holder is entitled pursuant to
      Section 7.4.

           7.4. Payment.  Subject to the right of the Committee to deliver cash
      in lieu of shares of Common Stock, the number of shares of Common Stock 
      which shall be issuable upon the exercise of a SAR shall be determined 
      by dividing:

                 (a) the number of shares of Common Stock as to which the SAR
            is exercised multiplied by the amount of the appreciation in such
            shares (for this purpose, the "appreciation" shall be the amount by
            which the Fair Market Value



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            of the shares of Common Stock subject to the SAR on the exercise
            date exceeds (1) in the case of a SAR related to a stock option,
            the purchase price of the shares of Common Stock under the stock
            option or (2) in the case of a SAR granted alone, without reference
            to a related stock option, an amount which shall be determined by
            the Committee at the time of grant, subject to adjustment under
            Section 10.6); by

                 (b) the Fair Market Value of a share of Common Stock on the
            exercise date.

           In lieu of issuing shares of Common Stock upon the exercise of a
      SAR, the Committee may elect to pay the holder of the SAR cash equal to
      the Fair Market Value on the exercise date of any or all of the shares
      which would otherwise be issuable.  No fractional shares of Common Stock
      shall be issued upon the exercise of a SAR; instead, the holder of the
      SAR shall be entitled to receive a cash adjustment equal to the same
      fraction of the Fair Market Value of a share of Common Stock on the
      exercise date or to purchase the portion necessary to make a whole share
      at its Fair Market Value on the date of exercise.

     8. Stock Awards and Restricted Stock.  A stock award consists of the
transfer by the Company to a participant of shares of Common Stock, without
other payment therefor, as additional compensation for services to the Company.
A share of restricted stock consists of shares of Common Stock which are sold
or transferred by the Company to a participant at a price determined by the
Committee (which price shall be at least equal to the minimum price required by
applicable law for the issuance of a share of Common Stock) and subject to
restrictions on their sale or other transfer by the participant.  The transfer
of Common Stock pursuant to stock awards and the transfer and sale of
restricted stock shall be subject to the following terms and conditions:

           8.1. Number of Shares.  The number of shares to be transferred or
      sold by the Company to a participant pursuant to a stock award or as
      restricted stock shall be determined by the Committee.

           8.2. Sale Price.  The Committee shall determine the price, if any,
      at which shares of restricted stock shall be sold to a participant, which
      may vary from time to time and among participants and which may be below
      the Fair Market Value of such shares of Common Stock at the date of sale.

           8.3. Restrictions.  All shares of restricted stock transferred or
      sold hereunder shall be subject to such restrictions as the Committee may
      determine, including, without limitation any or all of the following:

                 (a) a prohibition against the sale, transfer, pledge or other
            encumbrance of the shares of restricted stock, such prohibition to
            lapse at such time or times as the Committee shall determine
            (whether in annual or more frequent installments,


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            at the time of the death, disability or retirement of the holder of
            such shares, or otherwise);

                 (b) a requirement that the holder of shares of restricted
            stock forfeit, or (in the case of shares sold to a participant)
            resell back to the Company at his cost, all or a part of such
            shares in the event of termination of his employment during any
            period in which such shares are subject to restrictions;

                 (c) such other conditions or restrictions as the Committee may
            deem advisable.

           8.4. Escrow.  In order to enforce the restrictions imposed by the
      Committee pursuant to Section 8.3, the participant receiving restricted
      stock shall enter into an agreement with the Company setting forth the
      conditions of the grant.  Shares of restricted stock shall be registered
      in the name of the participant and deposited, together with a stock power
      endorsed in blank, with the Company.  Each such certificate shall bear a
      legend in substantially the following form:

            The transferability of this certificate and the shares
            of Common Stock represented by it are subject to the
            terms and conditions (including conditions of
            forfeiture) contained in the 1997 Employee Stock
            Option Plan of Famous Dave's of America, Inc. (the
            "Company"), and an agreement entered into between the
            registered owner and the Company.  A copy of the Plan
            and the agreement is on file in the office of the
            secretary of the Company.

           8.5. End of Restrictions.  Subject to Section 10.5, at the end of
      any time period during which the shares of restricted stock are subject
      to forfeiture and restrictions on transfer, such shares will be delivered
      free of all restrictions to the participant or to the participant's legal
      representative, beneficiary or heir.

           8.6. Shareholder.  Subject to the terms and conditions of the Plan,
      each participant receiving restricted stock shall have all the rights of
      a shareholder with respect to shares of stock during any period in which
      such shares are subject to forfeiture and restrictions on transfer,
      including without limitation, the right to vote such shares.  Dividends
      paid in cash or property other than Common Stock with respect to shares
      of restricted stock shall be paid to the participant currently.

     9. Performance Shares.  A performance share consists of an award which
shall be paid in shares of Common Stock, as described below.  The grant of
performance share shall be subject to such terms and conditions as the
Committee deems appropriate, including the following:

           9.1. Performance Objectives.  Each performance share will be subject
      to performance objectives for the Company or one of its operating units
      to be achieved by the end of a specified period.  The number of
      performance shares granted shall be



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      determined by the Committee and may be subject to such terms and
      conditions, as the Committee shall determine.  If the performance
      objectives are achieved, each participant will be paid in shares of
      Common Stock or cash.  If such objectives are not met, each grant of
      performance shares may provide for lesser payments in accordance with
      formulas established in the award.

           9.2. Not Shareholder.  The grant of performance shares to a
      participant shall not create any rights in such participant as a
      shareholder of the Company, until the payment of shares of Common Stock
      with respect to an award.

           9.3. No Adjustments.  No adjustment shall be made in performance
      shares granted on account of cash dividends which may be paid or other
      rights which may be issued to the holders of Common Stock prior to the
      end of any period for which performance objectives were established.

           9.4. Expiration of Performance Share.  If any participant's
      employment with the Company is terminated for any reason other than
      normal retirement, death or disability prior to the achievement of the
      participant's stated performance objectives, all the participants rights
      on the performance shares shall expire and terminate unless otherwise
      determined by the Committee.  In the event of termination of employment
      by reason of death, disability, or normal retirement, the Committee, in
      its own discretion may determine what portions, if any, of the
      performance shares should be paid to the participant.

     10. General.

           10.1. Effective Date.  The Plan will become effective on June 24,
         1997.

           10.2. Duration.  The Plan shall remain in effect until all
      Incentives granted under the Plan have either been satisfied by the
      issuance of shares of Common Stock or the payment of cash or been
      terminated under the terms of the Plan and all restrictions imposed on
      shares of Common Stock in connection with their issuance under the Plan
      have lapsed.  No Incentives may be granted under the Plan after the tenth
      anniversary of the date the Plan is approved by the shareholders of the
      Company.

           10.3. Non-transferability of Incentives.  No stock option, SAR,
      restricted stock or performance award may be transferred, pledged or
      assigned by the holder thereof (except, in the event of the holder's
      death, by will or the laws of descent and distribution to the limited
      extent provided in the Plan or in the Incentive) and the Company shall
      not be required to recognize any attempted assignment of such rights by
      any participant.  During a participant's lifetime, an Incentive may be
      exercised only by him or by his guardian or legal representative.




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           10.4. Effect of Termination of Employment or Death.  In the event 
      that a participant ceases to be an employee of the Company for
      any reason, including death, any Incentives may be exercised or shall
      expire at such times as may be determined by the Committee.

           10.5. Additional Condition.  Notwithstanding anything in this Plan
      to the contrary: (a) the Company may, if it shall determine it necessary
      or desirable for any reason, at the time of award of any Incentive or the
      issuance of any shares of Common Stock pursuant to any Incentive, require
      the recipient of the Incentive, as a condition to the receipt thereof or
      to the receipt of shares of Common Stock issued pursuant thereto, to
      deliver to the Company a written representation of present intention to
      acquire the Incentive or the shares of Common Stock issued pursuant
      thereto for his own account for investment and not for distribution; and
      (b) if at any time the Company further determines, in its sole
      discretion, that the listing, registration or qualification (or any
      updating of any such document) of any Incentive or the shares of Common
      Stock issuable pursuant thereto is necessary on any securities exchange
      or under any federal or state securities or blue sky law, or that the
      consent or approval of any governmental regulatory body is necessary or
      desirable as a condition of, or in connection with the award of any
      Incentive, the issuance of shares of Common Stock pursuant thereto, or
      the removal of any restrictions imposed on such shares, such Incentive
      shall not be awarded or such shares of Common Stock shall not be issued
      or such restrictions shall not be removed, as the case may be, in whole
      or in part, unless such listing, registration, qualification, consent or
      approval shall have been effected or obtained free of any conditions not
      acceptable to the Company.

           10.6. Adjustment.  In the event of any merger, consolidation or
      reorganization of the Company with any other corporation or corporations,
      there shall be substituted for each of the shares of Common Stock then
      subject to the Plan, including shares subject to restrictions, options,
      or achievement of performance share objectives, the number and kind of
      shares of stock or other securities to which the holders of the shares of
      Common Stock will be entitled pursuant to the transaction.  In the event
      of any recapitalization, stock dividend, stock split, combination of
      shares or other change in the Common Stock, the number of shares of
      Common Stock then subject to the Plan, including shares subject to
      restrictions, options or achievements of performance shares, shall be
      adjusted in proportion to the change in outstanding shares of Common
      Stock.  In the event of any such adjustments, the purchase price of any
      option, the performance objectives of any Incentive, and the shares of
      Common Stock issuable pursuant to any Incentive shall be adjusted as and
      to the extent appropriate, in the discretion of the Committee, to provide
      participants with the same relative rights before and after such
      adjustment.

           10.7. Incentive Plans and Agreements.  Except in the case of stock
      awards or cash awards, the terms of each Incentive shall be stated in a
      plan or agreement approved by the Committee.  The Committee may also
      determine to enter into agreements with holders of options to reclassify
      or convert certain outstanding options, within the terms of the Plan, as
      Incentive Stock Options or as non-statutory stock options and in order to
      eliminate SARs with respect to all or part of such options and any other
      previously issued options.


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           10.8. Withholding.

                 (a) The Company shall have the right to withhold from any
            payments made under the Plan or to collect as a condition of
            payment, any taxes required by law to be withheld.  At any time
            when a participant is required to pay to the Company an amount
            required to be withheld under applicable income tax laws in
            connection with a distribution of Common Stock or upon exercise of
            an option or SAR, the participant may satisfy this obligation in
            whole or in part by electing (the "Election") to have the Company
            withhold from the distribution shares of Common Stock having a
            value up to the amount required to be withheld.  The value of the
            shares to be withheld shall be based on the Fair Market Value of
            the Common Stock on the date that the amount of tax to be withheld
            shall be determined ("Tax Date").

                 (b) Each Election must be made prior to the Tax Date.  The
            Committee may disapprove of any Election, may suspend or terminate
            the right to make Elections, or may provide with respect to any
            Incentive that the right to make Elections shall not apply to such
            Incentive.  An Election is irrevocable.

                       (1) No Election shall be effective for a Tax Date which
                  occurs within six months of the grant of the award, except
                  that this limitation shall not apply in the event death or
                  disability of the participant occurs prior to the expiration
                  of the six-month period.

                       (2) The Election must be made either six months prior to
                  the Tax Date or must be made during a period beginning on the
                  third business day following the date of release for
                  publication of the Company's quarterly or annual summary
                  statements of sales and earnings and ending on the twelfth
                  business day following such date.

           10.9. No Continued Employment or Right to Corporate Assets.  No
      participant under the Plan shall have any right, because of his or her
      participation, to continue in the employ of the Company for any period of
      time or to any right to continue his or her present or any other rate of
      compensation.  Nothing contained in the Plan shall be construed as giving
      an employee, the employee's beneficiaries or any other person any equity
      or interests of any kind in the assets of the Company or creating a trust
      of any kind or a fiduciary relationship of any kind between the Company
      and any such person.



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           10.10. Deferral Permitted.  Payment of cash or distribution of any 
      shares of Common Stock to which a participant is entitled under any
      Incentive shall be made as provided in the Incentive.  Payment may be
      deferred at the option of the participant if provided in the Incentive.

           10.11. Amendment of the Plan.  The Board may amend or discontinue
      the Plan at any time.  However, no such amendment or discontinuance
      shall, subject to adjustment under Section 10.6, (a) change or impair,
      without the consent of the recipient, an Incentive previously granted,
      (b) increase the maximum number of shares of Common Stock which may be
      issued to all participants under the Plan, (c) change or expand the types
      of Incentives that may be granted under the Plan, (d) change the class of
      persons eligible to receive Incentives under the Plan, or (e) materially
      increase the benefits accruing to participants under the Plan.

           10.12  Immediate Acceleration of Incentives.  Notwithstanding any    
      provision in this Plan or in any Incentive to the contrary, (a) the
      restrictions on all shares of restricted stock award shall lapse
      immediately, (b) all outstanding options and SARs will become exercisable
      immediately, and (c) all performance shares shall be deemed to be met and
      payment made immediately, if any of the following events occur unless
      otherwise determined by the Board of Directors and a majority of the
      Continuing Directors (as defined below):

                   (1)  any person or group of persons becomes the beneficial   
               owner of 30% or more of any equity security of the Company
               entitled to vote  for the election of directors;

                   (2)  a majority of the members of the Board of Directors of  
               the Company is replaced within the period of less than two
               years by directors not nominated and approved by the Board of
               Directors; or

                   (3)  the shareholders of the Company approve an agreement to
               merge or consolidate with or into another corporation or an
               agreement to sell or otherwise dispose of all or substantially
               all of the Company's assets (including a plan of liquidation).

           For purposes of this Section 10.12, beneficial ownership by a person
or group of persons shall be determined in accordance with Regulation 13D (or
any similar successor regulation) promulgated by the Securities and Exchange
Commission pursuant to the 1934 Act.  Beneficial ownership of more than 30% of
an equity security may be established by any reasonable method, but shall be
presumed conclusively as to any person who files a Schedule 13D report with the
Securities and Exchange Commission reporting such ownership.  If the
restrictions and forfeitability peroid are eliminated by reason of provision
(1), the limitations of this Plan shall not become applicable again should the
person cease to own 30% or more of any equity security of the Company.

           For purposes of this Section 10.12 "Continuing Directors" are
directors (a) who were in office prior to the time any of provisions (1), (2)
or (3) occurred or any person publicly announced an intention to acquire 20% or
more of any equity security of the Company, (b) directors in office for a
period of more than two years, and (c) directors nominated and approved by the
Continuing Directors.

           10.13. Definition of Fair Market Value.  For purposes of this Plan,
      the "Fair Market Value" of a share of Common Stock at a specified date
      shall, unless otherwise expressly provided in this Plan, be the amount
      which the Committee determines in good faith to be 100% of the fair
      market value of such a share as of the date in question; provided,
      however, that notwithstanding the foregoing, if such shares are listed on
      a U.S. securities exchange or are quoted on the NASDAQ National Market
      System or NASDAQ Small-Cap Stock Market ("NASDAQ"), then Fair Market
      Value shall be determined by reference to the last sale price of a share
      of Common Stock on such U.S. securities exchange or NASDAQ on the
      applicable date.  If such U.S. securities exchange or NASDAQ is closed
      for trading on such date, or if the Common Stock does not trade on such
      date, then the last sale price used shall be the one on the date the
      Common Stock last traded on such U.S. securities exchange or NASDAQ.
                                      
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