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                                                                    EXHIBIT 10.1

                         FAMOUS DAVE'S OF AMERICA, INC.

                   EXECUTIVE ELECTIVE DEFERRED STOCK UNIT PLAN

      FAMOUS DAVE'S OF AMERICA, INC., a Minnesota Company (the "Company"),
hereby establishes this Elective Deferred Stock Unit Plan (the "Plan"),
effective as of February 18, 2004, for the benefit of certain of its Executives
as defined herein.

1.    Definitions.

      1.1   Affiliate. "Affiliate," means a corporation or other entity
controlled by, controlling, or under common control with a party. For the
purpose of this Agreement, "control" or "controlling" shall mean (a) the
ownership, directly or indirectly, of more than fifty percent (50%) of the
voting stock or analogous interest in such corporation or other entity; or (b)
the existence of any other relationship between a party hereto and such other
corporation or entity which results in effective managerial control by one over
the other, regardless of whether such control is continuously exercised.

      1.2   Beneficiary. "Beneficiary" means that person designated in
accordance with Section 5.4.3.

      1.3   Board. The "Board" means the Board of Directors of the Company.

      1.4   Bonus Compensation. "Bonus Compensation" means the bonus which a
Participating Executive is entitled to receive but for the election by the
Executive pursuant to this Plan to defer the receipt of all or a portion of the
Executive's Bonus Compensation.

      1.5   Bonus Deferred Compensation. "Bonus Deferred Compensation" means the
portion of the Executive's Bonus Compensation which a Participating Executive
has elected to defer pursuant to this Plan.

      1.6   Commencement Date. "Commencement Date" means the date determined
under Section 5.1.

      1.7   Company Stock. "Company Stock" means the Company's common stock,
which is registered and publicly traded in accordance with applicable securities
laws.

      1.8   Declared Rate. "Declared Rate" means the rate of interest payable
from time to time on United States Treasury Bills with initial maturities of
three (3) months.

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      1.9   Deferred Compensation. "Deferred Compensation" means the portion of
the Executive's Bonus Compensation and Stock Grant Compensation which a
Participating Executive has elected not to receive pursuant to this Plan.

      1.10  Deferral Account. "Deferral Account" means the account(s) maintained
on the books of the Company for each Participating Executive pursuant to Section
4.

      1.11  Determination Date. "Determination Date" means the last day of each
Plan Year and shall be the date on which the amount of a Participating
Executive's Deferral Account is determined as provided in Section 4 and any
other date necessary for the calculation of additional deferrals or a
distribution pursuant to this Plan.

      1.12  Election Form. "Election Form" means a written agreement in the form
of Exhibit A between a Participating Executive and the Company regarding the
Participating Executive's benefits and deferral of Compensation under this Plan.

      1.13  Executive. "Executive" means an employee of the Company designated
by the Board of the Company as eligible to participate in this Plan.

      1.14  Involuntary Termination of Employment. "Involuntary Termination of
Employment" means (a) the Company's termination of the Participating Executive's
employment by the Company or any Affiliate thereof for any reason whatsoever,
(b) the Participating Executive's death or (c) the Participating Executive's
disability as such term is defined in the Company's disability policies
applicable to the Executive.

      1.15  Participating Executive. "Participating Executive" means an
Executive who elects pursuant to this Plan to defer a portion of his/her
Deferred Compensation.

      1.16  Payout Period. "Payout Period" means the period set forth in a
Participating Executive's Election Form over which the value of a Deferral
Account will be paid beginning on the Commencement Date.

      1.17  Per Phantom Share Value. "Per Phantom Share Value" means as of any
date the average of the closing price of the Company's Stock on the stock
exchange on which it is regularly traded over the five (5) trading days ending
on the last trading day immediately prior to the date on which the Per Phantom
Share Value is being determined.

      1.18  Phantom Shares. "Phantom Share" means the fictitious shares of
Company's Stock used solely for the purpose of determining the amount
distributable to a Participating Executive pursuant to this Plan. Phantom Shares
are not actual share of stock of the Company and carry no voting or other rights
or privileges of any kind or nature.

      1.19  Plan. "Plan" means this Plan.

      1.20  Plan Year. "Plan Year" means the Company's fiscal year, except that
the initial Plan Year shall commence February 18, 2004.

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      1.21  Primary Beneficiary. "Primary Beneficiary" means the Beneficiary or
Beneficiaries listed as the Primary Beneficiary or Beneficiaries on the
Participating Executive's Election Form

      1.22  Secondary Beneficiary. "Secondary Beneficiary" means the Beneficiary
or Beneficiaries listed as the Secondary Beneficiary or Beneficiaries on the
Participating Executive's Election Form

      1.23  Stock Grant Compensation. "Stock Grant Compensation" means any
Company Stock grant, which a Participating Executive is entitled to receive
pursuant to any of the Company's stock grant plans.

      1.24  Stock Grant Deferred Compensation. "Stock Grant Deferred
Compensation" means the portion of the Executive's Stock Grant Compensation
which a Participating Executive has elected to defer pursuant to this Plan.

      1.25 Termination of Employment. "Termination of Employment" means the
voluntary or involuntary termination of the Participating Executive's employment
with the Company.

2.    Eligibility. Only those Executives who are designated by the Board as
eligible to participate in this Plan may participate in this Plan.

3.    Participating Executive Deferral.

      3.1   Deferral Election.

            3.1.1 A Participating Executive may elect to defer all or a portion
      of the Executive's Bonus Compensation and/or Stock Grant Compensation for
      a Plan Year by filing an executed Election Form with the Chief Financial
      Officer of the Company or his/her designee or such other officer as may be
      appointed from time to time by the Board.

            3.1.2 An Election Form shall be effective only with respect to
      Compensation otherwise payable to the Executive after the date the
      Executive delivers an Election Form to the Chief Financial Officer or
      his/her designee and only if accepted by the Company in its sole
      discretion.

            3.1.3 The Board or its designee may specify one or more dates or
      deadlines for receipt of all or any Election Forms.

      3.2   Election to Defer Irrevocable. A Participating Executive's election
to defer the Executive's Deferred Compensation shall be irrevocable for a Plan
Year for which an Election Form has been filed with the Company unless the
Company, in its sole discretion, consents to such revocation.

      3.3   Maximum Deferrals. The Election Form shall specify the amount and
type of Compensation the Participating Executive elects to defer during a Plan
Year. Such amount may be limited in the sole discretion of the Board or its
designee.

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      3.4   Reduction of Compensation. The Participating Executive's Bonus
Compensation and Stock Grant Compensation otherwise payable during the Deferral
Period shall be reduced respectively by the amount of the Executive's Bonus
Deferred Compensation and Stock Grant Deferred Compensation.

4.    Deferral Accounts.

      4.1   Establishment and Crediting of Deferral Accounts. For each Plan
Year, the Company shall establish one or more Deferral Accounts on its books for
each Participating Executive submitting an Election Form for the Plan Year who
elects to defer all or part of the Executive's Bonus Compensation or Stock Grant
Compensation. The Company shall credit to such Deferral Account the following
Deferred Compensation at the times specified:

            4.1.1 Bonus Deferrals. The Executive's Bonus Deferred Compensation
      that the Participating Executive elects to defer on the Executive's
      Election Form for the Plan Year shall be credited to the Executive's
      Deferral Account for such Plan Year as of the date the Participating
      Executive would otherwise have received such Bonus Deferred Compensation.
      The Company shall deduct from the Participating Executive's Compensation
      that is not deferred pursuant to this Plan, any amounts it is required to
      withhold under any state, federal or local law for taxes or other charges
      relating to any Bonus Deferred Compensation.

            4.1.2 Conversion of Bonus Deferred Compensation to Phantom Shares.
      The amount of any Bonus Deferred Compensation allocated to the Deferral
      Account for any Plan Year shall be converted immediately into a number of
      Phantom Shares determined by dividing the amount of Bonus Deferred
      Compensation which the Executive elects to defer by the Per Phantom Share
      Value as of the date the Deferred Compensation is credited to the Bonus
      Deferral Account.

            4.1.3 Stock Grant Deferrals. The Participating Executive's Stock
      Grant Deferred Compensation that the Participating Executive elects to
      defer on the Participating Executive's Election Form for the Plan Year
      shall be credited to the Participating Executive's Deferral Account as of
      the date the Participating Executive would otherwise have received such
      Stock Grant Deferred Compensation. The Company shall deduct from the
      Participating Executive's Compensation that is not deferred pursuant to
      this Plan, any amounts it is required to withhold under any state, federal
      or local law for taxes or other charges relating to the Stock Grant
      Deferred Compensation. The Participating Executive's Deferral Account
      shall be credited with the same number of Phantom Shares as the number of
      shares of Company Stock that the Participating Executive elects not to
      receive pursuant to the Participating Executive's Election Form.

            4.1.4 Reduction of Phantom Shares in Deferral Account for
      Distributions. Upon making a distribution to a Participating Executive or
      his Beneficiary, as the case may be, of all or part of the value of a
      Participating Executive's Deferral Account, the number of Phantoms Shares
      in such account shall be immediately reduced by an amount equal to the
      amount of such distribution divided by the Per Phantom Share Value as of
      the date of the distribution.

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            4.1.5 Conversion of Phantom Shares upon Termination of Employment or
      End of Deferral Period.

                  4.1.5.1 If the Company, pursuant to Section 5.1.2, elects to
            pay to a Participating Executive the value of his or her Deferral
            Accounts in connection with the Participating Executive's
            Termination of Employment, the value of all of the Participating
            Executive's Deferral Accounts shall be determined by using the date
            of the Participating Executive's Termination of Employment as a
            Determination Date and the Deferral Accounts shall cease to be
            credited with Phantom Shares and all Phantom Shares shall be
            converted to a value pursuant to Section 4.2.

                  4.1.5.2 At the end of a Deferral Period of a Deferral Account,
            the value of the corresponding Deferral Accounts shall be determined
            by using the last day of the Deferral Period as the Determination
            Date. The Deferral Account shall cease to be credited with Phantom
            Shares and all Phantom Shares shall be converted to a value pursuant
            to 4.2 for the purpose of making distributions to the Participating
            Executive.

      4.2   Value of Deferral Accounts. The value of a Participating Executive's
Deferral Account as of a Determination Date shall be equal to the product of (a)
the number of Phantom Shares credited to such Deferral Account multiplied by (b)
the Per Phantom Share Value as of the Determination Date.

      4.3   Statement of Accounts. The Company shall provide to each
Participating Executive, within one hundred twenty (120) days after the close of
each Plan Year, a statement in such form as the Company selects setting forth
the number of Phantom Shares in each Deferral Account, the Per Phantom Share
Value as of the close of the Plan Year and the value of each Deferral Account as
of the last day of the Plan Year just ended.

      4.4   Accounting Device Only. A Participating Executive's Deferral
Accounts shall be utilized solely as a device for the measurement and
determination of the amounts to be paid to the Participating Executive under
this Plan. A Participating Executive's Deferral Account shall not constitute or
be treated as a trust fund of any kind or give any Participating Executive any
right to any of the assets of the Company other than as a general creditor of
the Company.

5.    Payment of Benefits.

      5.1   Commencement of Benefits. The payment of the value of a
Participating Executive's Deferral Account shall commence on the dates set forth
below (the "Commencement Date"):

            5.1.1 Except as provided below with respect to a Termination of
      Employment under Section 5.1.2, the value of a Participating Executive's
      Deferral Account will be distributed commencing on the first day of the
      first month which is at least forty-five (45) days after the last day of
      the Participating Executive's Deferral Period (including extensions
      pursuant to Section 5.2) with respect to the Deferral Account.

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            5.1.2 The value of all of a Participating Executive's Deferral
      Accounts may at the sole discretion of the Company be distributed to the
      Participating Executive beginning on the date which is the first day of
      the first month beginning at least forty-five (45) days after the
      Participating Executive's Termination of Employment.

            5.1.3 Notwithstanding the foregoing, the payment of benefits with
      respect to any Deferral Account which is payable to the Participating
      Executive's estate need not commence until the date which is (a) thirty
      (30) days after the date on which the Company is notified of the
      appointment of an executor or personal representative for such estate or
      (b) nine (9) months after the Participating Executive's death, whichever
      is earlier.

      5.2   Extension of Deferral Period. Prior to the Commencement Date, the
Company, in its sole discretion, and the Participating Executive may agree to
extend the Deferral Period with respect to any Deferral Account in which event
the Deferral Account shall not be converted to a value but shall continue to
consist of Phantom Shares until the end of the Deferral Period as extended. Any
such extension must be in writing and executed prior to the Commencement Date.

      5.3   Form of Payment.

            5.3.1 Normal Form. The payment of any Deferral Account balance shall
      be made in the form and in the manner specified in the Participating
      Executive's Election Form with respect to such Deferral Account. The
      unpaid balance shall bear interest at the Declared Rate in effect from
      time to time during the Payout Period. Accrued interest shall be due and
      payable at the same time as each payment of the Deferral Account is paid.

            5.3.2 Alternative Forms. After the Election Form is filed, the
      Company may, in its sole discretion and upon the Participating Executive's
      request, permit the Participating Executive to change the form of benefit
      payment.

            5.3.3 Form of Request. A request to the Company under Section 5.3.2
      must be made in writing to the Company.

      5.4   Recipients of Payments.

            5.4.1 Participant. All benefits payable pursuant to this Plan shall
      be made to the Participating Executive, if living.

            5.4.2 Survivorship Benefits. If a Participating Executive dies prior
      to receiving all benefits payable under this Plan, which the Participating
      Executive would have received, but for his death, all payments made under
      the Plan after the Participating Executive's death shall be paid to the
      Participating Executive's Primary Beneficiary or Beneficiaries. If all of
      the Primary Beneficiaries die before the Participating Executive or before
      receiving all the payments due to such Primary Beneficiary pursuant to
      this Plan, then the remaining payments shall be paid to the Secondary
      Beneficiary designated by the Participating Executive and, if none, to the
      legal representatives of the Participating Executive's estate. If a
      Participating Executive has not designated a Primary Beneficiary or
      Secondary Beneficiary, the

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      Beneficiary shall be deemed to be the Participating Executive's estate. In
      the case of multiple Primary Beneficiaries, on the death of one such
      Primary Beneficiary the payment of which would otherwise be paid to such
      Primary Beneficiary but for the Primary Beneficiary's death shall be paid
      to the other Primary Beneficiaries unless the Participating Executive's
      Election Form provides for a different disposition.

            5.4.3 Beneficiary Designations. The Participating Executive shall
      designate one or more Primary or Secondary Beneficiaries by filing a
      written notice of such designation with the Company. The Participating
      Executive may revoke or modify said designation at any time by a further
      written designation. However, no such designation, revocation or
      modification shall be effective unless executed by the Participating
      Executive and accepted by the Company during the Participating Executive's
      lifetime. The Participating Executive's beneficiary designation shall be
      deemed automatically revoked as to a Beneficiary in the event of (i) the
      death of the beneficiary prior to the Participating Executive's death, or
      (ii) if the beneficiary is the Participating Executive's spouse, in the
      event of dissolution of marriage.

            5.4.4 Facility of Payment. If a benefit is payable to a minor or
      person declared incompetent or to a person incapable of handling the
      disposition of his or her property, the Company may pay such benefit to
      the guardian, legal representative or person having the care or custody of
      such minor, incompetent or person. The Company may require proof of
      incompetency, minority or guardianship, as it may deem appropriate prior
      to distribution of the benefit. Such distribution shall completely
      discharge the Company from all liability with respect to such benefit.

            5.4.5 QDROs. The Company, in its sole discretion, may recognize a
      court order in the event of a divorce if such order would constitute a
      qualified domestic relations order if the Plan were a qualified plan under
      Section 401 of the Internal Revenue Code of 1984 as amended.

      5.5   Hardship Distribution. Upon a finding by the Company that the
Participating Executive has suffered an unforeseen financial emergency, in its
sole discretion the Company may do the following:

            5.5.1 Incomplete Deferrals. If the Participating Executive has not
      completely deferred the amount specified for the Plan Year, the Company
      may release the Participating Executive from his or her obligation to make
      further deferrals. After releasing the Participating Executive from
      further deferrals, the Company shall adjust such Deferral Account as if
      the date of the release were a Determination Date. The Participating
      Executive may request that the Company, in its sole discretion, permit the
      Participating Executive to remain a Participating Executive in the Plan.
      If the Participating Executive makes no such request, or if the Company
      denies the request, the Company shall then distribute to the Participating
      Executive an amount equal to the balance of the Deferral Account.

            5.5.2 Form of Distribution. The Company, in its sole discretion,
      shall determine the form of any distribution under this Section 5.5.

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            5.5.3 Waiver of Benefits. The Participating Executive, and the
      Participating Executive's spouse and beneficiary waive all rights under
      this Plan with respect to amounts distributed to the Participating
      Executive under this Section. The Participating Executive shall have no
      right to make-up any amount distributed or transferred under this Section
      5.5.

            5.5.4 Financial Emergency. Financial emergency means a financial
      need resulting from a serious personal or family emergency beyond the
      control of the Participating Executive, such as an act of God, an adverse
      business or financial transaction, divorce, serious illness or accident,
      or death in the family.

6.    Administration and Interpretation of the Plan. The Board or its designee
shall administer and interpret the Plan. The Board's or its designee's
interpretation shall be final and binding upon the Participating Executives and
their beneficiaries. The Board or its designee may adopt rules and regulations
relating to the Plan as it may deem necessary or advisable for the
administration of the Plan.

7.    Miscellaneous Provisions.

      7.1   Unsecured Rights. The rights of the Participating Executive, or his
or her beneficiary or estate, to benefits under the Plan shall be solely those
of an unsecured creditor of the Company. Any insurance policy on the life of a
Participating Executive, annuity contract or other assets acquired by or held by
the Company shall not be deemed to be held under any trust for the benefit of
the Participating Executive or for his or her beneficiary or estate, or to be
security for the performance of the obligations of the Company but shall be, and
remain, a general, unpledged, and unrestricted asset of the Company.

      7.2   Assignment of Benefits. Neither the Participating Executive nor any
beneficiary under the Plan shall have any right to assign, transfer, pledge, or
otherwise encumber his/her right to receive any benefits hereunder (or agree to
do any of the foregoing), and any attempted assignment, transfer, pledge, or
other encumbrance (and any agreement to do) shall be null and void and of no
force or effect on the Company and the Company shall have no liability for not
recognizing any such assignment, transfer, pledge or other encumbrance or an
agreement to do so.

      7.3   Taxes. The Company shall deduct from all payments made hereunder all
applicable federal or state taxes required by law to be withheld from such
payments, if any.

      7.4   Amendment and Termination.

            7.4.1 The Board may, at any time, amend, suspend or terminate the
      Plan, provided that the Board may not reduce or modify any benefit payable
      to a Participating Executive based on deferrals already made, without the
      prior consent of the Participating Executive.

            7.4.2 If the Plan is terminated, any remaining deferrals under an
      Election Form shall not be made, and the amount in each Participating
      Executive's Deferral Account shall be payable either in a single lump-sum
      payment within sixty (60) days of the date the Plan is terminated, or in
      thirty-six (36) equal monthly installments commencing within sixty (60)
      days of the date the Plan is terminated, as determined by the Company in
      its sole discretion.

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      If the Company determines to pay the amount in the Deferral Account over
      thirty-six (36) months, such amount shall be credited with interest
      compounded annually at the Declared Rate.

            7.4.3 Notwithstanding any provision herein to the contrary, the
      Company may, in its sole discretion, amend the Plan to comply with any
      provision of the Internal Revenue Code of 1984 as amended, even if such
      amendment has retroactive effect.

      7.5   Construction. The Plan shall be construed according to the laws of
the State of Minnesota without regard to such State's conflict of law rules
except to the extent that those laws are pre-empted by the laws of the United
States of America.

      7.6   Form of Communication. Any election, application, claim, notice or
other communication required or permitted to be made by a Participating
Executive to the Company shall be made in writing and in such form as the
Company shall prescribe. Such communication shall be effective upon mailing, if
sent by first class mail, postage pre-paid, and addressed to the Company's main
office.

      7.7   Captions. The captions at the head of the Sections of this Plan are
designed for convenience of reference only and are not to be resorted to for the
purpose of interpreting any provision of this Plan.

      7.8   Severability. The invalidity of any portion of this Plan shall not
invalidate the remainder thereof, and said remainder shall continue in full
force and effect.

      7.9   Claims and Review Procedure.

            7.9.1 Claims Procedure. If the Participating Executive or the
      Participant's beneficiary (hereinafter referred to as a "Claimant") is
      denied all or a portion of an expected benefit under this Plan for any
      reason, he or she may file a claim with the Company. The Company shall
      notify the Claimant within ninety (90) days of allowance or denial of the
      claim, unless the Claimant receives written notice from the Company prior
      to the end of the ninety (90)-day period stating that special
      circumstances require an extension of the time for decision for an
      additional period not to exceed ninety (90) days. The notice of the
      Company's decision shall be in writing, sent by mail to the Claimant's
      last known address, and, if a denial of the claim, must contain the
      following information:

                  7.9.1.1 the specific reasons for the denial;

                  7.9.1.2 specific reference to pertinent provisions of the Plan
            on which the denial is based; and

                  7.9.1.3 if applicable, a description of any additional
            information or material necessary to perfect the claim, an
            explanation of why such information or material is necessary, and an
            explanation of the claims review procedure.

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            7.9.2 Review Procedure. A Claimant is entitled to request a review
      of any claim denial. The request for review must be submitted in writing
      within sixty (60) days of mailing of notice of the denial. The Company
      shall afford the Claimant or his or her representative the opportunity to
      review all pertinent documents and submit issues and comments in writing,
      and may, in its sole discretion, conduct one or more hearings on a request
      for review of a denied claim. The Company shall render a review decision
      in writing within sixty (60) days after receipt of a request for a review,
      provided that the Company may, in special circumstances (such as the
      necessity of holding a hearing), extend the time for decision by not more
      than sixty (60) days upon written notice to the Claimant. The Claimant
      shall receive written notice of the Company's review decision, together
      with specific reasons for the decision and reference to the pertinent
      provisions of the Plan.

            7.9.3 Arbitration. If a Claimant should disagree with any provision
      of this Plan or any decision under Section 7.9.2, the dispute shall be
      arbitrated in Minneapolis, Minnesota, under the rules of the American
      Arbitration Association except as provided herein but only after the
      Claimant shall have materially complied with the requirement of Sections
      7.9.1 and 7.9.2. The decision of the arbitrators shall be final and
      binding. Each dispute shall be heard by a panel of not less than three,
      one of which one shall be a lawyer. The arbitrators shall allow for
      reasonable discovery.

      7.10  Binding Agreement. The provisions of this Plan shall be binding upon
the Participating Executive, his or her heirs, personal representatives and
beneficiaries, and upon the Company, its successors and assigns.

      IN WITNESS WHEREOF, and pursuant to a resolution of the Board of Directors
of the Company, the Company has caused this document to be executed by its duly
authorized officer effective as of the date of this Plan.

                                      FAMOUS DAVE'S OF AMERICA, INC.

                                      By  /s/ David Goronkin
                                         ---------------------------------------
                                         David Goronkin, Chief Executive Officer

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