exv10w5






Exhibit 10.5




P.F. CHANG’S CHINA BISTRO, INC.

AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN




     1. Establishment, Purpose and Term of Plan.



          1.1 Establishment and History. The Company previously established the P.F. Chang’s China
Bistro, Inc. 1998 Employee Stock Purchase Plan, effective as of the effective date of the initial
registration by the Company of its Stock under Section 12 of the Securities Exchange Act of 1934,
as amended. Effective as of November 1, 2009, the P.F. Chang’s China Bistro, Inc. 1998 Employee
Stock Purchase Plan is hereby amended and restated as the P.F. Chang’s China Bistro, Inc. Amended
and Restated Employee Stock Purchase Plan, as set forth herein (the “Plan”).




          1.2 Purpose. The purpose of the Plan is to advance the interests of Company and its
stockholders by providing an incentive to attract, retain and reward Employees of the Participating
Company Group and by motivating such persons to contribute to the growth and profitability of the
Participating Company Group. The Plan provides such Employees with an opportunity to acquire a
proprietary interest in the Company through the purchase of Stock. The Company intends that the
Plan qualify as an “employee stock purchase plan” under Section 423 of the Code (including any
amendments or replacements of such section), and the Plan shall be so construed.




          1.3 Term of Plan. The Plan shall continue in effect until the earlier of its termination by
the Board or the date on which all of the shares of Stock available for issuance under the Plan
have been issued.




     2. Definitions and Construction.



          2.1 Definitions. Any term not expressly defined in the Plan but defined for purposes of
Section 423 of the Code shall have the same definition herein. Whenever used herein, the following
terms shall have their respective meanings set forth below:




               (a) “Board” means the Board of Directors of the Company. If one or more Committees
have been appointed by the Board to administer the Plan, “Board” also means such Committee(s).



               (b) “Code” means the Internal Revenue Code of 1986, as amended, and any applicable
regulations promulgated thereunder.



               (c) “Committee” means a committee of the Board duly appointed to administer the Plan
and having such powers as shall be specified by the Board. Unless the powers of the Committee have
been specifically limited, the Committee shall have all of the powers of the Board granted herein,
including, without limitation, the power to amend or terminate the Plan at any time, subject to the
terms of the Plan and any applicable limitations imposed by law.



               (d) “Company” means P.F. Chang’s China Bistro, Inc., a Delaware corporation, or any
successor corporation thereto.



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               (e) “Compensation” means, with respect to any Offering Period, base wages or salary,
commissions, overtime, bonuses, annual awards, other incentive payments, shift premiums, and all
other compensation paid in cash during such Offering Period before deduction for any contributions
to any plan maintained by a Participating Company and described in Section 401(k) or Section 125 of
the Code. Compensation shall not include reimbursements of expenses, allowances, long-term
disability, workers’ compensation or any amount deemed received without the actual transfer of cash
or any amounts directly or indirectly paid pursuant to the Plan or any other stock purchase or
stock option plan, or any compensation other than base wages or salary.



               (f) “Employee” means a person treated as an employee of a Participating Company for
purposes of Section 423 of the Code. A Participant shall be deemed to have ceased to be an Employee
either upon an actual termination of employment or upon the corporation employing the Participant
ceasing to be a Participating Company. For purposes of the Plan, an individual shall not be deemed
to have ceased to be an Employee while such individual is on any military leave, sick leave, or
other bona fide leave of absence approved by the Company of ninety (90) days or less. In the event
an individual’s leave of absence exceeds ninety (90) days, the individual shall be deemed to have
ceased to be an Employee on the ninety-first (91st) day of such leave unless the individual’s right
to reemployment with the Participating Company Group is guaranteed either by statute or by
contract. The Company shall determine in good faith and in the exercise of its discretion whether
an individual has become or has ceased to be an Employee and the effective date of such
individual’s employment or termination of employment, as the case may be. For purposes of an
individual’s participation in or other rights, if any, under the Plan as of the time of the
Company’s determination, all such determinations by the Company shall be final, binding and
conclusive, notwithstanding that the Company or any governmental agency subsequently makes a
contrary determination.



               (g) “Fair Market Value” means, as of any date, if there is then a public market for
the Stock, the closing price of a share of Stock (or the mean of the closing bid and asked prices
if the Stock is so quoted instead) as quoted on the Nasdaq Stock Market, or such other national or
regional securities exchange or market system constituting the primary market for the Stock, as
reported in The Wall Street Journal or such other source as the Company deems reliable. If the
relevant date does not fall on a day on which the Stock has traded on such securities exchange or
market system, the date on which the Fair Market Value shall be established shall be the last day
on which the Stock was so traded prior to the relevant date, or such other appropriate day as shall
be determined by the Board, in its sole discretion. If there is then no public market for the
Stock, the Fair Market Value on any relevant date shall be as determined by the Board.



               (h) “Offering” means an offering of Stock as provided in Section 6.



               (i) “Offering Date” means, for any Offering, the first day of the Offering Period with
respect to such Offering or, for a person who is not an Employee on the first day of any Offering
Period which consists of more than one Purchase Period, the first day of the first Purchase Period
that begins after the date on which the person becomes an Employee.



               (j) “Offering Period” means a period established in accordance with Section 6.1.



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               (k) “Parent Corporation” means any present or future “parent corporation” of the
Company, as defined in Section 424(e) of the Code.



               (l) “Participant” means an Employee who has become a participant in an Offering Period
in accordance with Section 7 and remains a participant in accordance with the Plan.



               (m) “Participating Company” means the Company or any Parent Corporation or Subsidiary
Corporation designated by the Board as a corporation the Employees of which may participate in the
Plan. The Board shall have the sole and absolute discretion to determine from time to time which
Parent Corporations or Subsidiary Corporations shall be Participating Companies.



               (n) “Participating Company Group” means, at any point in time, the Company and all
other corporations collectively which are then Participating Companies.



               (o) “Purchase Date” means, for any Offering Period (or Purchase Period, if so
determined by the Board in accordance with Section 6.2), the last day of such period.



               (p) “Purchase Period” means a period, if any, established in accordance with Section
6.2.



               (q) “Purchase Price” means the price at which a share of Stock may be purchased under
the Plan, as determined in accordance with Section 9.



               (r) “Purchase Right” means an option granted to a Participant pursuant to the Plan to
purchase such shares of Stock as provided in Section 8, which the Participant may or may not
exercise during the Offering Period in which such option is outstanding. Such option arises from
the right of a Participant to withdraw any accumulated payroll deductions of the Participant not
previously applied to the purchase of Stock under the Plan and to terminate participation in the
Plan at any time during an Offering Period.



               (s) “Stock” means the common stock of the Company, as adjusted from time to time in
accordance with Section 4.2.



               (t) “Subscription Agreement” means a written agreement in such form as specified by
the Company, stating an Employee’s election to participate in the Plan and authorizing payroll
deductions under the Plan from the Employee’s Compensation.



               (u) “Subscription Date” means the last business day prior to (i) the Offering Date of
an Offering Period or such earlier date as the Company shall establish or (ii) to the extent
permitted by the Company, the first day of any Purchase Period commencing after the Offering Date.



               (v) “Subsidiary Corporation” means any present or future “subsidiary
corporation” of the Company, as defined in Section 424(f) of the Code.



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          2.2 Construction. Captions and titles contained herein are for convenience only and shall not
affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated
by the context, the singular shall include the plural and the plural shall include the singular.
Use of the term “or” is not intended to be exclusive, unless the context clearly requires
otherwise.




     3. Administration.



          3.1 Administration by the Board. The Plan shall be administered by the Board. All questions of
interpretation of the Plan, of any form of agreement or other document employed by the Company in
the administration of the Plan, or of any Purchase Right shall be determined by the Board and shall
be final and binding upon all persons having an interest in the Plan or the Purchase Right. Subject
to the provisions of the Plan, the Board shall determine all of the relevant terms and conditions
of Purchase Rights granted pursuant to the Plan; provided, however, that all Participants granted
Purchase Rights pursuant to the Plan shall have the same rights and privileges within the meaning
of Section 423(b)(5) of the Code. All expenses incurred in connection with the administration of
the Plan shall be paid by the Company.




          3.2 Authority of Officers. Any officer of the Company shall have the authority to act on
behalf of the Company with respect to any matter, right, obligation, determination or election that
is the responsibility of or that is allocated to the Company herein, provided that the officer has
apparent authority with respect to such matter, right, obligation, determination or election.




          3.3 Policies and Procedures Established by the Company. The Company may, from time to time,
consistent with the Plan and the requirements of Section 423 of the Code, establish, change or
terminate such rules, guidelines, policies, procedures, limitations, or adjustments as deemed
advisable by the Company, in its sole discretion, for the proper administration of the Plan,
including, without limitation, (a) a minimum payroll deduction amount required for participation in
an Offering, (b) a limitation on the frequency or number of changes permitted in the rate of
payroll deduction during an Offering, (c) an exchange ratio applicable to amounts withheld in a
currency other than United States dollars, (d) a payroll deduction greater than or less than the
amount designated by a Participant in order to adjust for the Company’s delay or mistake in
processing a Subscription Agreement or in otherwise effecting a Participant’s election under the
Plan or as advisable to comply with the requirements of Section 423 of the Code, and (e)
determination of the date and manner by which the Fair Market Value of a share of Stock is
determined for purposes of administration of the Plan.




     4. Shares Subject to Plan.



          4.1 Maximum Number of Shares Issuable. Subject to adjustment as provided in Section 4.2, the
maximum aggregate number of shares of Stock that may be issued under the Plan shall be eight
hundred thousand (800,000) and shall consist of authorized but unissued or reacquired shares of
Stock, or any combination thereof. If an outstanding Purchase Right for any reason expires or is
terminated or canceled, the shares of Stock allocable to the unexercised
portion of such Purchase Right shall again be available for issuance under the Plan.




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          4.2 Adjustments for Changes in Capital Structure. In the event of any stock dividend, stock
split, reverse stock split, recapitalization, combination, reclassification or similar change in
the capital structure of the Company, or in the event of any merger (including a merger effected
for the purpose of changing the Company’s domicile), sale of assets or other reorganization in
which the Company is a party, appropriate adjustments shall be made in the number and class of
shares subject to the Plan and each Purchase Right and in the Purchase Price. If a majority of the
shares which are of the same class as the shares that are subject to outstanding Purchase Rights
are exchanged for, converted into, or otherwise become (whether or not pursuant to an Ownership
Change Event) shares of another corporation (the “New Shares”), the Board may unilaterally
amend the outstanding Purchase Rights to provide that such Purchase Rights are exercisable for New
Shares. In the event of any such amendment, the number of shares subject to, and the Purchase Price
of, the outstanding Purchase Rights shall be adjusted in a fair and equitable manner, as determined
by the Board, in its sole discretion. Notwithstanding the foregoing, any fractional share resulting
from an adjustment pursuant to this Section 4.2 shall be rounded down to the nearest whole number,
and in no event may the Purchase Price be decreased to an amount less than the par value, if any,
of the stock subject to the Purchase Right. The adjustments determined by the Board pursuant to
this Section 4.2 shall be final, binding and conclusive.




     5. Eligibility.



          5.1 Employees Eligible to Participate. Each Employee of a Participating Company is eligible to
participate in the Plan commencing on the first day of the first Offering Period (or Purchase
Period, if applicable) after becoming an Employee of a Participating Company.




          5.2 Exclusion of Certain Stockholders. Notwithstanding any provision of the Plan to the
contrary, no Employee shall be granted a Purchase Right under the Plan if, immediately after such
grant, such Employee would own or hold options to purchase stock of the Company or of any Parent
Corporation or Subsidiary Corporation possessing five percent (5%) or more of the total combined
voting power or value of all classes of stock of such corporation, as determined in accordance with
Section 423(b)(3) of the Code. For purposes of this Section 5.2, the attribution rules of Section
424(d) of the Code shall apply in determining the stock ownership of such Employee.




     6. Offerings.



          6.1 Offering Periods. Except as otherwise set forth below, the Plan shall be implemented by
sequential Offerings of approximately six (6) months’ duration, commencing on the first day of
February and August of each year and end on the last day of the following July and January,
respectively, occurring thereafter (an “Offering Period”). Beginning on February 1, 2010,
the Offering Periods shall be modified to sequential Offerings of approximately three (3) months’
duration, commencing on the first day of February, May, August and November of each year and end on
the last day of the following April, July, October and January, respectively, occurring thereafter.
Notwithstanding the foregoing, the Board may establish a different






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duration for one or more future Offering Periods or different commencing or ending dates for
such Offering Periods; provided, however, that no Offering Period may have a duration exceeding
twenty-seven (27) months. If the first or last day of an Offering Period is not a day on which the
national or regional securities exchange or market system constituting the primary market for the
Stock is open for trading, the Company shall specify the trading day that will be deemed the first
or last day, as the case may be, of the Offering Period.




          6.2 Purchase Periods. Unless the Board otherwise determines, in its discretion, each
Offering Period shall consist of one Purchase Period, and the last day of each Purchase Period
shall be a Purchase Date. If the first or last day of a Purchase Period is not a day on which the
national or regional securities exchange or market system constituting the primary market for the
Stock is open for trading, the Company shall specify the trading day that will be deemed the first
or last day, as the case may be, of the Purchase Period.




     7. Participation in the Plan.



          7.1 Initial Participation. An Employee may become a Participant in an Offering Period by
delivering a properly completed Subscription Agreement to the office designated by the Company not
later than the close of business for such office on any Subscription Date following the date on
which he or she becomes an Employee and is eligible to participate in the Plan pursuant to Section
5.1.




          7.2 Continued Participation. A Participant shall automatically participate in the next
Offering Period commencing immediately after the Purchase Date of each Offering Period in which the
Participant participates provided that such Participant remains an Employee on the Offering Date of
the new Offering Period and has not either (a) withdrawn from the Plan pursuant to Section 12.1 or
(b) terminated employment as provided in Section 13. A Participant who may automatically
participate in a subsequent Offering Period, as provided in this Section, is not required to
deliver any additional Subscription Agreement for the subsequent Offering Period in order to
continue participation in the Plan. However, a Participant may deliver a new Subscription Agreement
for a subsequent Offering Period if the Participant desires to change any of the elections
contained in the Participant’s then effective Subscription Agreement.




     8. Right to Purchase Shares.



          8.1 Grant of Purchase Right. Except as otherwise determined by the Board in its discretion and
subject to Section 8.2, on the Offering Date of each Offering Period, each Participant in such
Offering Period shall be granted automatically a Purchase Right consisting of an option to purchase
that number of whole shares of Stock determined by dividing Six Thousand Two Hundred Fifty Dollars
($6,250) by the Fair Market Value of a share of Stock on such Offering Date. No Purchase Right
shall be granted on an Offering Date to any person who is not, on such Offering Date, an Employee.




          8.2 Calendar Year Purchase Limitation. Notwithstanding any provision of the Plan to the
contrary, no Participant shall be granted a Purchase Right which permits his or her right to
purchase shares of Stock under the Plan to accrue at a rate which, when aggregated with such
Participant’s rights to purchase shares under all other employee stock purchase plans of a






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Participating Company intended to meet the requirements of Section 423 of the Code, exceeds
Twenty-Five Thousand Dollars ($25,000) in Fair Market Value (or such other limit, if any, as may be
imposed by the Code) for each calendar year in which such Purchase Right is outstanding at any
time. For purposes of the preceding sentence, the Fair Market Value of shares purchased during a
given Offering Period shall be determined as of the Offering Date for such Offering Period. The
limitation described in this Section 8.2 shall be applied in conformance with applicable
regulations under Section 423(b)(8) of the Code.




     9. Purchase Price.



     The Purchase Price at which each share of Stock may be acquired in an Offering Period upon the
exercise of all or any portion of a Purchase Right shall be established by the Board; provided,
however, that the Purchase Price shall not be less than eighty-five percent (85%) of the lesser of
(a) the Fair Market Value of a share of Stock on the Offering Date of the Offering Period or (b)
the Fair Market Value of a share of Stock on the Purchase Date. Unless otherwise provided by the
Board prior to the commencement of an Offering Period, the Purchase Price for that Offering Period
shall be ninety-five percent (95%) of the Fair Market Value of a share of Stock on the Purchase
Date.



     10. Accumulation of Purchase Price Through Payroll Deduction.



     Shares of Stock acquired pursuant to the exercise of all or any portion of a Purchase Right
may be paid for only by means of payroll deductions from the Participant’s Compensation accumulated
during the Offering Period for which such Purchase Right was granted, subject to the following:



          10.1 Amount of Payroll Deductions. Except as otherwise provided herein, the amount to be
deducted under the Plan from a Participant’s Compensation on each payday during an Offering Period
shall be determined by the Participant’s Subscription Agreement. The Subscription Agreement shall
set forth the percentage of the Participant’s Compensation to be deducted on each payday during an
Offering Period in whole percentages of not less than one percent (1%) (except as a result of an
election pursuant to Section 10.3 to stop payroll deductions made effective following the first
payday during an Offering) or more than ten percent (10%). Notwithstanding the foregoing, the Board
may change the limits on payroll deductions effective as of any future Offering Date.




          10.2 Commencement of Payroll Deductions. Payroll deductions shall commence on the first payday
following the Offering Date and shall continue to the end of the Offering Period unless sooner
altered or terminated as provided herein.




          10.3 Election to Change or Stop Payroll Deductions. During an Offering Period, a Participant
may elect to increase or decrease the rate of or to stop deductions from his or her Compensation
(subject to the Company’s right to limit the frequency or number of changes permitted in the rate
of payroll deduction during an Offering under Section 3.3) by delivering to the Company’s
designated office an amended Subscription Agreement authorizing such change on or before the
“Change Notice Date.” The “Change Notice Date” shall be a date prior to the beginning of
the first pay period for which such election is to be effective as




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established by the Company from time to time and announced to the Participants. A Participant
who elects to decrease the rate of his or her payroll deductions to zero percent (0%) shall
nevertheless remain a Participant in the current Offering Period unless such Participant withdraws
from the Plan as provided in Section 12.1.




          10.4 Administrative Suspension of Payroll Deductions. The Company may, in its sole discretion,
suspend a Participant’s payroll deductions under the Plan as the Company deems advisable to avoid
accumulating payroll deductions in excess of the amount that could reasonably be anticipated to
purchase the maximum number of shares of Stock permitted during a calendar year under the limit set
forth in Section 8.2. Payroll deductions shall be resumed at the rate specified in the
Participant’s then effective Subscription Agreement at the beginning of the next Offering Period
for which the Purchase Date falls in the following calendar year.




          10.5 Participant Accounts. Individual bookkeeping accounts shall be maintained for each
Participant. All payroll deductions from a Participant’s Compensation shall be credited to such
Participant’s Plan account and shall be deposited with the general funds of the Company. All
payroll deductions received or held by the Company may be used by the Company for any corporate
purpose.




          10.6 No Interest Paid. Interest shall not be paid on sums deducted from a Participant’s
Compensation pursuant to the Plan.




          10.7 Voluntary Withdrawal from Plan Account. A Participant may withdraw all or any portion of
the payroll deductions credited to his or her Plan account and not previously applied toward the
purchase of Stock by delivering to the Company’s designated office a written notice on a form
provided by the Company for such purpose. A Participant who withdraws the entire remaining balance
credited to his or her Plan account shall be deemed to have withdrawn from the Plan in accordance
with Section 12.1. Amounts withdrawn shall be returned to the Participant as soon as practicable
after the withdrawal and may not be applied to the purchase of shares in any Offering under the
Plan. The Company may from time to time establish or change limitations on the frequency of
withdrawals permitted under this Section, establish a minimum dollar amount that must be retained
in the Participant’s Plan account, or terminate the withdrawal right provided by this Section.




     11. Purchase of Shares.



          11.1 Exercise of Purchase Right. On each Purchase Date of an Offering Period, each Participant
who has not withdrawn from the Plan and whose participation in the Offering has not terminated
before such Purchase Date shall automatically acquire pursuant to the exercise of the Participant’s
Purchase Right the number of whole shares of Stock determined by dividing (a) the total amount of
the Participant’s payroll deductions accumulated in the Participant’s Plan account during the
Offering Period and not previously applied toward the purchase of Stock by (b) the Purchase Price.
However, in no event shall the number of shares purchased by the Participant during an Offering
Period exceed the number of shares subject to the Participant’s Purchase Right. No shares of Stock
shall be purchased on a Purchase Date on behalf of a Participant whose participation in the
Offering or the Plan has terminated before such Purchase Date.







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          11.2 Pro Rata Allocation of Shares. In the event that the number of shares of Stock which
might be purchased by all Participants in the Plan on a Purchase Date exceeds the number of shares
of Stock available in the Plan as provided in Section 4.1, the Company shall make a pro rata
allocation of the remaining shares in as uniform a manner as shall be practicable and as the
Company shall determine to be equitable. Any fractional share resulting from such pro rata
allocation to any Participant shall be disregarded.




          11.3 Delivery of Certificates. As soon as practicable after each Purchase Date, the Company
shall arrange the delivery to each Participant, as appropriate, of a certificate representing the
shares acquired by the Participant on such Purchase Date; provided that the Company may deliver
such shares to a broker that holds such shares in street name for the benefit of the Participant.
Shares to be delivered to a Participant under the Plan shall be registered in the name of the
Participant, or, if requested by the Participant, in the name of the Participant and his or her
spouse, or, if applicable, in the names of the heirs of the Participant.




          11.4 Return of Cash Balance. Any cash balance remaining in a Participant’s Plan account
following any Purchase Date shall be applied toward the purchase of shares of Stock in the
subsequent Purchase Period or Offering Period, as the case may be. However, any cash balance
remaining in a Participant’s Plan account following any Purchase Date shall be refunded to the
Participant within sixty (60) days after the Purchase Date if such Participant is not enrolled
within the subsequent Offering Period. In addition, any cash balance over $10,000 remaining in a
Participant’s Plan account following any Purchase Date shall be refunded to the Participant within
sixty (60) days of the prior Purchase Date regardless of whether such Participant is enrolled
within the subsequent Offering Period.




          11.5 Tax Withholding. At the time a Participant’s Purchase Right is exercised, in whole or in
part, or at the time a Participant disposes of some or all of the shares of Stock he or she
acquires under the Plan, the Participant shall make adequate provision for the foreign, federal,
state and local tax withholding obligations of the Participating Company Group, if any, which arise
upon exercise of the Purchase Right or upon such disposition of shares, respectively. The
Participating Company Group may, but shall not be obligated to, withhold from the Participant’s
compensation the amount necessary to meet such withholding obligations.




          11.6 Expiration of Purchase Right. Any portion of a Participant’s Purchase Right remaining
unexercised after the end of the Offering Period to which the Purchase Right relates shall expire
immediately upon the end of the Offering Period.




          11.7 Reports to Participants. Each Participant who has exercised all or part of his or her
Purchase Right shall receive, as soon as practicable after the Purchase Date, a report of such
Participant’s Plan account setting forth the total payroll deductions accumulated prior to such
exercise, the number of shares of Stock purchased, the Purchase Price for such shares, the date of
purchase and the cash balance, if any, remaining immediately after such purchase that is to be
refunded or retained in the Participant’s Plan account pursuant to Section 11.4. The report
required by this Section may be delivered in such form and by such means, including by electronic
transmission, as the Company may determine.




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     12. Withdrawal from the Plan.



          12.1 Voluntary Withdrawal from the Plan. A Participant may withdraw from the Plan by signing
and delivering to the Company’s designated office a written notice of withdrawal on a form provided
by the Company for such purpose. Such withdrawal may be elected at any time prior to the end of an
Offering Period. A Participant who voluntarily withdraws from the Plan is prohibited from resuming
participation in the Plan in the same Offering from which he or she withdrew, but may participate
in any subsequent Offering by again satisfying the requirements of Sections 5 and 7.1. The Company
may impose, from time to time, a requirement that the notice of withdrawal from the Plan be on file
with the Company’s designated office for a reasonable period prior to the effectiveness of the
Participant’s withdrawal.




          12.2 Return of Payroll Deductions. Upon a Participant’s voluntary withdrawal from the Plan
pursuant to Section 12.1, the Participant’s accumulated payroll deductions which have not been
applied toward the purchase of shares of Stock shall be refunded to the Participant as soon as
practicable after the withdrawal, without the payment of any interest, and the Participant’s
interest in the Plan shall terminate. Such accumulated payroll deductions to be refunded in
accordance with this Section may not be applied to any other Offering under the Plan.




     13. Termination of Employment.



     Upon a Participant’s ceasing, prior to a Purchase Date, to be an Employee of the Participating
Company Group for any reason, including retirement, disability or death, or the failure of a
Participant to remain an Employee, the Participant’s participation in the Plan shall terminate
immediately. In such event, the payroll deductions credited to the Participant’s Plan account since
the last Purchase Date shall, as soon as practicable, be returned to the Participant or, in the
case of the Participant’s death, to the Participant’s legal representative, and all of the
Participant’s rights under the Plan shall terminate. Interest shall not be paid on sums returned
pursuant to this Section 13. A Participant whose participation has been so terminated may again
become eligible to participate in the Plan by again satisfying the requirements of Sections 5 and
7.1.



     14. Change in Control.



          14.1 Definitions.




               (a) An “Ownership Change Event” shall be deemed to have occurred if any of the
following occurs with respect to the Company: (i) the direct or indirect sale or exchange in a
single or series of related transactions by the stockholders of the Company of more than fifty
percent (50%) of the voting stock of the Company; (ii) a merger or consolidation in which the
Company is a party; (iii) the sale, exchange, or transfer of all or substantially all of the assets
of the Company; or (iv) a liquidation or dissolution of the Company.



               (b) A “Change in Control” shall mean an Ownership Change Event or a series of related
Ownership Change Events (collectively, the “Transaction”) wherein the stockholders of the
Company immediately before the Transaction do not retain immediately after



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the Transaction, in substantially the same proportions as their ownership of shares of the
Company’s voting stock immediately before the Transaction, direct or indirect beneficial ownership
of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock
of the Company or the corporation or corporations to which the assets of the Company were
transferred (the “Transferee Corporation(s)”), as the case may be. For purposes of the
preceding sentence, indirect beneficial ownership shall include, without limitation, an interest
resulting from ownership of the voting stock of one or more corporations which, as a result of the
Transaction, own the Company or the Transferee Corporation(s), as the case may be, either directly
or through one or more subsidiary corporations. The Board shall have the right to determine whether
multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events
are related, and its determination shall be final, binding and conclusive.




               (c) Effect of Change in Control on Purchase Rights. In the event of a Change in Control, the
surviving, continuing, successor, or purchasing corporation or parent corporation thereof, as the
case may be (the “Acquiring Corporation”), may assume the Company’s rights and obligations
under the Plan. If the Acquiring Corporation elects not to assume the Company’s rights and
obligations under outstanding Purchase Rights, the Purchase Date of the then current Offering
Period (or Purchase Period) shall be accelerated to a date before the date of the Change in Control
specified by the Board, but the number of shares of Stock subject to outstanding Purchase Rights
shall not be adjusted. All Purchase Rights which are neither assumed by the Acquiring Corporation
in connection with the Change in Control nor exercised as of the date of the Change in Control
shall terminate and cease to be outstanding effective as of the date of the Change in Control.



     15. Nontransferability of Purchase Rights.



     A Purchase Right may not be transferred in any manner otherwise than by will or the laws of
descent and distribution and shall be exercisable during the lifetime of the Participant only by
the Participant.



     16. Compliance with Securities Law.



     The issuance of shares under the Plan shall be subject to compliance with all applicable
requirements of federal, state and foreign law with respect to such securities. A Purchase Right
may not be exercised if the issuance of shares upon such exercise would constitute a violation of
any applicable federal, state or foreign securities laws or other law or regulations or the
requirements of any securities exchange or market system upon which the Stock may then be listed.
In addition, no Purchase Right may be exercised unless (a) a registration statement under the
Securities Act of 1933, as amended, shall at the time of exercise of the Purchase Right be in
effect with respect to the shares issuable upon exercise of the Purchase Right, or (b) in the
opinion of legal counsel to the Company, the shares issuable upon exercise of the Purchase Right
may be issued in accordance with the terms of an applicable exemption from the registration
requirements of said Act. The inability of the Company to obtain from any regulatory body having
jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the
lawful issuance and sale of any shares under the Plan shall relieve the Company of any liability in
respect of the failure to issue or sell such shares as to which such requisite authority



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shall not have been obtained. As a condition to the exercise of a Purchase Right, the Company
may require the Participant to satisfy any qualifications that may be necessary or appropriate, to
evidence compliance with any applicable law or regulation, and to make any representation or
warranty with respect thereto as may be requested by the Company.




     17. Rights as a Stockholder and Employee.



     A Participant shall have no rights as a stockholder by virtue of the Participant’s
participation in the Plan until the date of the issuance of a certificate for the shares purchased
pursuant to the exercise of the Participant’s Purchase Right (as evidenced by the appropriate entry
on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment
shall be made for dividends, distributions or other rights for which the record date is prior to
the date such certificate is issued, except as provided in Section 4.2. Nothing herein shall confer
upon a Participant any right to continue in the employ of the Participating Company Group or
interfere in any way with any right of the Participating Company Group to terminate the
Participant’s employment at any time.



     18. Legends.



     The Company may at any time place legends or other identifying symbols referencing any
applicable federal, state or foreign securities law restrictions or any provision convenient in the
administration of the Plan on some or all of the certificates representing shares of Stock issued
under the Plan. The Participant shall, at the request of the Company, promptly present to the
Company any and all certificates representing shares acquired pursuant to a Purchase Right in the
possession of the Participant in order to carry out the provisions of this Section.



     19. Notification of Sale of Shares.



     The Company may require the Participant to give the Company prompt notice of any disposition
of shares acquired by exercise of a Purchase Right within two years from the date of granting such
Purchase Right or one year from the date of exercise of such Purchase Right. The Company may
require that until such time as a Participant disposes of shares acquired upon exercise of a
Purchase Right, the Participant shall hold all such shares in the Participant’s name (or, if
elected by the Participant, in the name of the Participant and his or her spouse but not in the
name of any nominee) until the lapse of the time periods with respect to such Purchase Right
referred to in the preceding sentence. The Company may direct that the certificates evidencing
shares acquired by exercise of a Purchase Right refer to such requirement to give prompt notice of
disposition.



     20. Notices.



     All notices or other communications by a Participant to the Company under or in connection
with the Plan shall be deemed to have been duly given when received in the form specified by the
Company at the location, or by the person, designated by the Company for the receipt thereof.



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     21. Indemnification.



     In addition to such other rights of indemnification as they may have as members of the Board
or officers or employees of the Participating Company Group, members of the Board and any officers
or employees of the Participating Company Group to whom authority to act for the Board or the
Company is delegated shall be indemnified by the Company against all reasonable expenses, including
attorneys’ fees, actually and necessarily incurred in connection with the defense of any action,
suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a
party by reason of any action taken or failure to act under or in connection with the Plan, or any
right granted hereunder, and against all amounts paid by them in settlement thereof (provided such
settlement is approved by independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as
to which it shall be adjudged in such action, suit or proceeding that such person is liable for
gross negligence, bad faith or intentional misconduct in duties; provided, however, that within
sixty (60) days after the institution of such action, suit or proceeding, such person shall offer
to the Company, in writing, the opportunity at its own expense to handle and defend the same.



     22. Amendment or Termination of the Plan.



     The Board may at any time amend or terminate the Plan, except that (a) such termination shall
not affect Purchase Rights previously granted under the Plan, except as permitted under the Plan,
and (b) no amendment may adversely affect a Purchase Right previously granted under the Plan
(except to the extent permitted by the Plan or as may be necessary to qualify the Plan as an
employee stock purchase plan pursuant to Section 423 of the Code or to obtain qualification or
registration of the shares of Stock under applicable federal, state or foreign securities laws). In
addition, an amendment to the Plan must be approved by the stockholders of the Company within
twelve (12) months of the adoption of such amendment if such amendment would authorize the sale of
more shares than are authorized for issuance under the Plan or would change the definition of the
corporations that may be designated by the Board as Participating Companies. In the event that the
Board approves an amendment to increase the number of shares authorized for issuance under the Plan
(the “Additional Shares”), the Board, in its sole discretion, may specify that such
Additional Shares may only be issued pursuant to Purchase Rights granted after the date on which
the stockholders of the Company approve such amendment, and such designation by the Board shall not
be deemed to have adversely affected any Purchase Right granted prior to the date on which the
stockholders approve the amendment.



     IN WITNESS WHEREOF, the undersigned Secretary of the Company certifies that the foregoing P.F.
Chang’s China Bistro, Inc. Amended and Restated Employee Stock Purchase Plan was duly adopted by
the Board of Directors of the Company on the date set forth below.



	 	 	 
	 
	 

	 	Tracy Durchslag
	 

	 	Secretary
	 
	 
	 	 
	 

	 	October 14, 2009
	 

	 	Date adopted







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