exv10w1






Exhibit 10.1









Famous Dave’s of America, Inc.

Restricted Stock Agreement




     This Restricted Stock Agreement (the “Agreement”) is made effective as of May 5, 2009
by and between Famous Dave’s of America, Inc., a Minnesota corporation (the “Company”), and K.
Jeffrey Dahlberg (“Director”).



Background




     A. Director is serving as a member of the Board of Directors of the Company (the “Board”) and
is not an employee of the Company or any of its subsidiaries (a “Non-Employee Director”) and the
Company desires to award Director for his or her services to the Company; and



     B. The Company has adopted the Famous Dave’s of America, Inc. 2005 Stock Incentive Plan (the
“Plan”) pursuant to which shares of common stock, $.01 par value, of the Company have been reserved
for issuance.



     Now, Therefore, in consideration of the premises and the mutual covenants herein
contained, the parties hereto agree as follows:



     1. Grant of Stock. Subject to the terms and provisions of this Agreement and the
Plan, the Company hereby grants to Director Twenty-five Thousand (25,000) shares of Common Stock,
par value $0.01 per share, of the Company (the “Shares”) (such shares are referred to hereinafter
as the “Shares”). The Stock shall be issued of record in the name of Director in “book-entry” form,
without stock certificates, and shall be registered on the books of the Company maintained by the
Company’s transfer agent.



     2. Rights of Director. Upon the execution of this Agreement and issuance of the
Shares, Director shall become a shareholder with respect to the Shares and shall have all of the
rights of a shareholder with respect to the Shares, including the right to vote the Shares and to
receive all dividends and other distributions paid with respect to the Shares; provided, however,
that the Shares shall be subject to the restrictions set forth in paragraph 3 of this Agreement.



     Notwithstanding the preceding paragraph, the Board or a compensation committee thereof may, in
its discretion, instruct the Company to withhold any stock dividends or stock splits issued on or
with respect to Shares that are subject to the restrictions provided for in paragraph 3 of this
Agreement, which stock dividends or splits shall also be subject to the restrictions provided for
in paragraph 3 of this Agreement.



     3. Restrictions. Director agrees that, in addition to the restrictions set forth in
the Plan, at all times prior to the lapse of such restrictions pursuant to paragraph 4 hereof:




     (a) Director shall not sell, transfer, pledge, hypothecate or otherwise encumber the
Shares; and



 









 






     (b) In the event that Director ceases to be either a member of the Board (for any
reason or no reason, and regardless of whether ceasing to be a member of the Board is
voluntary or involuntary on the part of Director) or employed by or engaged as a consultant
to the Company, then, subject to paragraphs 4 and 5 hereof, Director shall, for no
consideration,
forfeit and transfer to the Company all of the Shares that remain subject to the
restrictions set forth in this paragraph 3.



     Subject to the lapse of the restrictions set forth in this paragraph 3, the Stock registered
on the books of the Company maintained by the Company’s transfer agent shall bear such restrictive
notations and be subject to such stop transfer instructions as the Company shall deem necessary or
appropriate in light of such restrictions.



     4. Lapse of Restrictions. Subject to Section 10.12 of the Plan, the restrictions set
forth in paragraph 3 shall lapse over a period of one (1) year in equal quarterly installments,
beginning on August 5, 2009 and continuing until the restrictions have lapsed with respect to all
of the Shares, as set forth in the following schedule:



	 	 	 	 	 
	No. of Shares	 	Date of Lapse
	6,250
	 	August 5, 2009
	6,250
	 	November 5, 2009
	6,250
	 	February 5, 2010
	6,250
	 	May 5, 2010





Notwithstanding the foregoing schedule, the restrictions set forth in paragraph 3 shall lapse in
their entirety upon either (i) the closing of a “transaction,” as such term is defined in Section
10.12 of the Plan, or (ii) upon Director ceasing to be a member of the Board for any reason other
than as a result of Director’s voluntary resignation from the Board. Upon request of Director at
any time after the restrictions set forth in paragraph 3 have lapsed with respect to the Shares,
except as provided in Section 10.5 of the Plan, the Company shall instruct its transfer agent to
remove any restrictive notations and stop transfer instructions placed on the Stock register in
connection with such restrictions.




     5. Copy of the Plan. By the execution of this Agreement, Director acknowledges
receipt of a copy of the Plan, the terms of which are hereby incorporated herein by reference and
made a part hereof by reference as if set forth in full.



     6. Continuation of Service as Director. Nothing contained in this Agreement shall be
deemed to grant Director any right to continue to serve as a member of the Board for any period of
time, nor shall this Agreement be construed as giving Director, Director’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.



     7. Withholding of Tax. To the extent that the receipt of the Shares or the lapse of
any restrictions thereon results in income to Director for federal or state income tax purposes,
Director shall deliver to the Company at the time of such receipt or lapse, as the case may be,
such amount of money as the Company may require to meet its withholding obligation under applicable
tax laws or regulations, and, if Director fails to do so, the Company is authorized to withhold
from any cash or stock remuneration then or thereafter payable to Director any tax required to be
withheld by reason of such resulting compensation income.



     8. Section 83(b) Election. Director understands that Director shall be responsible
for his or her own federal, state, local or foreign tax liability and any of his other tax
consequences that may arise as a result of transactions in the Shares. Director shall rely solely
on the determinations of



2









 







Director’s tax advisors or Director’s own determinations, and not on any
statements or representations by the Company or any of its agents, with regard to all such tax
matters. Director understands that Section 83 of the Internal Revenue Code of 1986, as amended,
(the “Code”) taxes as ordinary income the difference between the amount paid for the Shares and the
fair market value of the Shares as of the
date any restrictions on the Shares lapse. Director understands that Director may elect to be
taxed at the time the Shares are received rather than when and as the restrictions on the Shares
lapse or expire by filing an election under Section 83(b) of the Code with the Internal Revenue
Service within 30 days from the date of the acquisition. In the event Director files an election
under Section 83(b) of the Code, such election shall contain all information required under the
applicable treasury regulation(s) and Director shall deliver a copy of such election to the Company
contemporaneously with filing such election with the Internal Revenue Service. DIRECTOR
ACKNOWLEDGES THAT IT IS DIRECTOR’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE
ELECTION UNDER SECTION 83(B) OF THE CODE, EVEN IF DIRECTOR REQUESTS THAT THE COMPANY OR ITS
REPRESENTATIVES MAKE THIS FILING ON DIRECTOR’S BEHALF.



      9. General.





     (a) This Agreement may be amended only by a written agreement executed by the Company
and Director.




     (b) This Agreement and the Plan embody the entire agreement made between the parties
hereto with respect to matters covered herein and shall not be modified except in accordance
with paragraph 9(a) of this Agreement.




     (c) Nothing herein expressed or implied is intended or shall be construed as conferring
upon or giving to any person, firm, or corporation other than the parties hereto, any rights
or benefits under or by reason of this Agreement.




     (d) Each party hereto agrees to execute such further documents as may be necessary or
desirable to effect the purposes of this Agreement.




     (d) This Agreement may be executed in any number of counterparts, each of which shall
be deemed an original, but all of which shall constitute one and the same agreement.




     (e) This Agreement, in its interpretation and effect, shall be governed by the laws of
the State of Minnesota applicable to contracts executed and to be performed therein.



     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed as of the
date first written above.



	 	 	 	 	 
	 	Famous Dave’s of America, Inc.

 	 
	 	By:  	/s/
Diana Garvis Purcel	 
	 	 	Name:  	Diana
Garvis Purcel	 
	 	 	Title:  	Chief
Financial Officer and Secretary	 
	 
	 	 	 
	 	 	/s/
K. Jeffrey Dahlberg	 
	 	 	K. Jeffrey Dahlberg 	 
	 	 	 
	 


651793





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