##### 



FAMOUS DAVES OF AMERICA, INC.  SECOND AMENDED AND RESTATED NON-QUALIFIED DEFERRED  COMPENSATION PLAN
  RECITALS
      ARTICLE 1  DEFINITIONS
  402(g) Amount.




---



##### 



Accrued Benefit.
 Affiliate.
 Aggregated Arrangement.
 Annual Deferral Election.
 Annual Deferral Election Deadline.
 Applicable Tax Law.
 Beneficiary.
 Beneficiary Designation
 2




---



##### 



Deceased Beneficiary
 Revocation of Spouses Interest
 No Surviving Beneficiaries
 No Beneficiary Designation Form
 Beneficiary Designation Form.
 Board.
 Change in Control Event.
 3




---



##### 



A Change In The Ownership Of A Corporation
   4




---



##### 



A Change In Effective Control Of A Corporation
 Definition
   Multiple Change in Control Events
 Acquisition Of Additional Control
 Persons Acting As A Group
 A Change In The Ownership Of A Substantial Portion Of The Assets Of A
Corporation.
 5




---



##### 



Transfers to a Related Person
     Status
 Persons Acting As A Group
 Stock Attribution Rules
 6




---



##### 



Code.
 Commencement Date.
     Compensation.
 Contingent Beneficiary.
 Declared Rate.
 Deferral Account.
 Deferral Account Balance.
 Deferral Contribution.
 7




---



##### 



Deferral Election.
 Deferral Election Form.
 Deferral Period.
 Deferred Compensation.
 Designated Employee.
 Determination Date.
 Disability.
   8




---



##### 



Discretionary Contributions.
 Effective Date.
 Eligible Employee.
 Employer Group.
 ERISA.
 Initial Deferral Election.
 Initial Deferral Election Deadline.
 Initial Designated Employee.
  9




---



##### 



Initial Year Compensation.
 Initial Year of Participation.
 Investment Adjustments.
 IRS.
 Key Employee.
   Participant.
 Payment.
 10




---



##### 



Life annuities
 Installment payments
 Payment Date.
 Payout Period.
 Permissible Payment Event.
     Plan.
 Plan Administrator.
 11




---



##### 



Plan Expenses.
 Plan Year.
 Revised Deferral Election.
 Spouse.
 Separation from Service.
   Termination of Employment.
 .
  12




---



##### 



Unforeseeable Emergency.
   Valuation Date.
 13




---



##### 



ARTICLE 2  ELIGIBILITY AND PARTICIPATION
 Eligibility; Participation.
 ARTICLE 3  DEFERRALS AND CONTRIBUTIONS
 Deferral Elections.
 Initial Deferral Election
    Annual Deferral Elections
 Payroll Adjustment
 14




---



##### 



Revocation or Change of Deferral Election
     Revised Deferral Elections  Changes to the Deferral Period, Payout Period, or Time
and Form of Payment
 Reduction of Deferral Period/Acceleration of Time of Payment
 Extensions/Delays
   15




---



##### 



Separate Payments
 Conflict of Interest Payments
 Discretionary Contributions.
     ARTICLE 4  DEFERRAL ACCOUNTS AND ALLOCATIONS TO DEFERRAL ACCOUNTS
 Deferral Accounts.
 16




---



##### 



Allocations and Adjustments to Deferral Accounts.
      Determination of Accounts.
 Statement of Accounts.
 Accounting Device Only.
 17




---



##### 



ARTICLE 5  PAYMENT OF BENEFITS
 Payment Events.
 Commencement of Payment.
 Form of Payment.
 General
 Change in Control
 Death of Participant
    18




---



##### 



Permitted Delay of Payments.
 Payments Subject To Section 162(m)
 Payments That Would Violate Federal Securities Laws Or Other Applicable Law
 USERRA Rights
 Payments Deemed Made on Specified Date.
   19




---



##### 



Permitted Acceleration of Payments.
 Cash-out of De Minimus Accrued Benefit
 Domestic Relations Order
 Conflicts Of Interest
 Compliance With Ethics Agreements With The Federal Government
 Compliance With Ethics Laws Or Conflicts Of Interest Laws
 20




---



##### 



Payment Of Employment Taxes
    Payment Upon Income Inclusion Under Section 409A
 Withdrawals for Unforeseeable Emergencies
 Amount of Withdrawal
 21




---



##### 



Determination of Unforeseeable Emergency
 Rules Adopted by Plan Administrator
 Cancellation Of Deferrals Following An Unforeseeable Emergency Or Hardship
Distribution
 Certain Distributions To Avoid A Nonallocation Year Under Section 409(p)
 Payment Of State, Local, Or Foreign Taxes
  22




---



##### 



Cancellation Of Deferral Elections Due To Disability
 Certain offsets
 Bona Fide Disputes As To A Right To A Payment
 23




---



##### 



Changes In Elections Under A Cafeteria Plan
 Termination of Plan
        24




---



##### 



Interest on Deferral Account.
 Facility of Payment.
 Withholding.
 25




---



##### 



ARTICLE 6  PLAN ADMINISTRATION
 Responsibility for Administration of the Plan.
   Claims and Appeal Procedure.
 Claims Procedure
   26




---



##### 



Appeal Procedure for Denied Benefits
   27




---



##### 



ARTICLE 7  AMENDMENT OR TERMINATION
 Amendment.
   Termination.
   28




---



##### 



ARTICLE 8  MISCELLANEOUS
 Purpose.
 Benefits Not Transferable.
   No Trust Created.
 Benefits Payable Only From General Corporate Assets; Unsecured General Creditor Status of
Participant.
 Plan Expenses.
 29




---



##### 



Entire Agreement.
 Invalidity of Provisions.
 Unclaimed Benefits.
 No Right to Employment.
 Governing Law/Interpretation.
  FAMOUS DAVES OF AMERICA, INC.By:Title:
 30




---



##### 



EXHIBIT 1.5
 FAMOUS DAVES OF AMERICA, INC.  SECOND AMENDED AND RESTATED NON-QUALIFIED DEFERRED 
COMPENSATION PLAN  Participant Deferral Election Form
 Declared Rate: ___ Percent (___%) (the Declared Rate)
 This Agreement  FAMOUS DAVES OF
AMERICA, INC.
  PLAN YEARS Check
one
 o
 o
 DEFERRAL ELECTION Please complete one or more of the following choices.
  o salary
 o bonus(es)
 o commissions
 NOTE : This Deferral Election is irrevocable except to the extent permitted by the Plan
Administrator and the Applicable Tax Law.
 31




---



##### 



Investment Return; Declared Rate:
 Matching Discretionary Contribution:
 DISTRIBUTION OF BENEFITS ELECTION
 A. Deferral Period . Select one of the following
 o  [ insert number ] calendar years following the end of the applicable Plan Year
(December 31) or
 o the period beginning on the first day of the applicable Plan Year set forth above and ending
on the date of my Termination of Employment.
 NOTE : Except as provided below, you may extend the Deferral Period by filing a Revised
Deferral Election Form with the Plan Administrator, but only if (a) you file the Revised Deferral
Election Form at least one (1) year before the due date of the first Payment affected by the
Revised Deferral Election Form, (b) the extension is for a period of not less than five (5) years
from the date the Payment would have been made but for the extension, and (c) such extension is in
accordance with the Applicable Tax Law (as defined in the Plan). The Deferral Period may be
shortened only with the consent of the Plan Administrator and then only as and to the extent
permitted by and in accordance with the Applicable Tax Law which, except as provided below,
prohibits a reduction in the Deferral Period. Any such change must be made by written notice to
the Plan Administrator and will not be effective until accepted in writing by the Plan
Administrator.
 Notwithstanding the above, this Deferral Election may be changed and the foregoing requirements
will not apply if you file a Revised Deferral Election Form with the Plan Administrator on or
before December 31, 2008, so long as the Revised Deferral Election does not (i) delay a Payment
that would be payable in 2008 if the Revised Deferral Election
 32




---



##### 



had not been made, and (ii) cause a Payment to be made in 2008 which would not have been made
absent the Revised Deferral Election.
 B Payout Period .
 o
    
    Lump Sumo
    
    Two (2) year periodwith (check one) o monthly, o quarterly, or o annual Payments plus
interest at the Declared Rate from the Commencement Date.o
    
    Five(5) year periodwith (check one) o monthly, o quarterly, or o annual Payments plus
interest at the Declared Rate from the Commencement Date.o
    
    Ten(10) year periodwith (check one) o monthly, o quarterly, or o annual Payments plus
interest at the Declared Rate from the Commencement Date.
 NOTE: Unless a Revised Deferral Election Form is submitted to the Company prior to December 31,
2008, you may lengthen, but not shorten the Payout Period for any Plan Year in accordance with the
rules set forth above under Deferral Period. If a Revised Deferral Election Form is submitted to
the Company prior to December 31, 2008, you may shorten your Deferral Period, provided that the
Revised Deferral Election does not (i) delay a Payment that would be payable in 2008 if the Revised
Deferral Election had not been made, and (ii) cause a Payment to be made in 2008 which would not
have been made absent the Revised Deferral Election.
 NOTE : If your Accrued Benefit is less than the 402(g) Amount ($15,000 in 2007), your
Accrued Benefit, may, at the Companys discretion, be paid in a lump sum or over a shorter period
as and to the extent permitted under the Applicable Tax Law.
 Unavailability of Deferred Compensation .
 Amount Payable .
 Date:Participants Name:Participants Signature:
 33




---



##### 



Date Received:Date Accepted:Famous Daves of America, Inc.By:Its:
 34




---



##### 



EXHIBIT 1.49
 FAMOUS DAVES OF AMERICA, INC.  SECOND AMENDED AND RESTATED NON-QUALIFIED DEFERRED  COMPENSATION PLAN  PARTICIPANT REVISED DEFERRAL ELECTION FORM
 This Agreement  FAMOUS DAVES OF
AMERICA, INC.
  A. Revised Deferral Period .
 o insert year(s) : o  insert number o [See the NOTE below for rules regarding the minimum number of Plan Years.]
 o insert year(s) : o  insert number o [See the NOTE below for rules regarding the minimum number of Plan Years.]
 o  insert number o [See the NOTE below for rules
regarding the minimum number of Plan Years.]
 NOTE : Unless this Revised Deferral Election is made on or before December 31, 2008, (a)
this Revised Deferral Election Form will apply only to those Payments under the Plan which are
scheduled to be made more than twelve (12) months after the date this Revised Deferral Election is
submitted to the Company, (b) the new Deferral Period ends at least five (5) years after the end of
current Deferral Period, and (c) this Revised Election Form complies with the Applicable Tax Law
(as defined in the Plan). Unless this Revised Deferral Election is made on or before December 31,
2008, a Deferral Period may be shortened only with the consent of the Plan Administrator and then
only as and to the extent permitted by and in accordance with the Applicable Tax Law.
 If this Revised Deferral Election is provided to the Plan Administrator on or before December 31,
2008, the foregoing requirements do not apply so long as this Revised Deferral Election does not
(i) delay a Payment that would be payable in 2008 if this Revised




---



##### 



Deferral Election had not been made, and (ii) cause a Payment to be made in 2008 which would not
have been made absent this Revised Deferral Election.
 B Revised Payout Period .
 o
    
    Lump Sum:- Plan Years beginning in 20___, 20___, 20___, 20___, 20___ [insert
year(s)]o
    
    Two (2) year period:Plan Years beginning in 20___, 20___, 20___, 20___, 20___
[insert year(s)].o
    
    Five(5) year period:Plan Years beginning in 20___, 20___, 20___, 20___, 20___
[insert year(s)].o
    
    Ten(10) year period:Plan Years beginning in 20___, 20___, 20___, 20___, 20___
[insert year(s)].
 NOTE : Unless this Revised Deferral Election Form is submitted to the Company prior to
December 31, 2008, you may lengthen, but not shorten the Payout Period for any Plan Year in
accordance with the rules set forth above under Revised Deferral Period. If this Revised
Deferral Election Form is submitted to the Company prior to December 31, 2008, you may shorten your
Payout Period, provided that this Revised Deferral Election does not cause a Payment to be made in
2008 which would not have been made absent this Revised Deferral Election.
 Early Payment ofDe MinimusAmounts .
 Unavailability of Deferred Compensation .
 Amount Payable .
 Date:Participants Name:Participants Signature:
 36




---



##### 



Date Received:Date Accepted:FAMOUS DAVES OF AMERICA, INC.By:Its:
 37




---



##### 



EXHIBIT 1.9
 FAMOUS DAVES OF AMERICA, INC.
SECOND AMENDED AND RESTATED NON-QUALIFIED DEFERRED COMPENSATION PLAN
Beneficiary Designation Form
 TO: Famous Daves of America, Inc.
  Primary Beneficiaries
 Name
    
    Relationship
    
    Percentage
 Contingent Beneficiaries
 Name
    
    Relationship
    
    Percentage
 I understand that this Designation of Beneficiary shall not be effective unless received by the
Plan Administrator prior to my death. This designation cancels and supersedes any Designation of
Beneficiary heretofore made by me with respect to the Plan and the right to receive Payments
hereunder.
 Date:Participants Name:Participants Signature:Date Received:Received and accepted
this 
day of ,
20.
    
    Famous Daves of America, Inc.By:Its:




---



##### 



SUMMARY PLAN DESCRIPTION OF
FAMOUS DAVES OF AMERICA, INC.
SECOND AMENDED AND RESTATED NON-QUALIFIED DEFERRED 
COMPENSATION PLAN
 INTRODUCTION
  THIS SUMMARY IS INTENDED TO SUMMARIZE THE PRINCIPAL TERMS OF THE PLAN. IN THE EVENT OF A CONFLICT
BETWEEN THIS SUMMARY AND THE TERMS OF THE PLAN, THE TERMS OF THE PLAN SHALL CONTROL. A COPY OF THE
PLAN IS AVAILABLE UPON REQUEST. DEFINED TERMS NOT OTHERWISE DEFINED HEREIN HAVE THE MEANING GIVEN
THEM UNDER THE TERMS OF THE PLAN.
 WHAT DOES THE PLAN MEAN TO ME?
  WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
  HOW CAN I PARTICIPATE IN THE PLAN?




---



##### 



HOW DO I MAKE A DEFERRAL ELECTION AND WHEN DO I MAKE AN
ELECTION?
 Making a Deferral Election.
 Initial Deferral Election.
 Annual Deferral Election.
 2




---



##### 



Revocation or Change of Deferral Elections  Revised Deferral Elections.
 DOES THE COMPANY MAKE CONTRIBUTIONS TO THE PLAN FOR ME?
  HOW ARE MY BENEFITS UNDER THE PLAN DETERMINED?
 Accounts
 Allocations.
    WHEN AND HOW WILL MY ACCRUED BENEFITS BE PAID?
 Commencement of Benefits.
 3




---



##### 



 ̈
    
    your death, ̈
    
    your Termination of Employment, ̈
    
    your Disability, ̈
    
    the occurrence of a Change in Control Event, ̈
    
    January 1st of the first year beginning after the end of the Deferral Period
selected by you with respect to each of your Deferral Accounts, or ̈
    
    such other event as permitted under the Applicable Tax Law.
  Termination of Employment
 Key Employee
 Disability
  ̈
    
    unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in death or
can be expect to last for a continuous period of not less than twelve (12) months. ̈
    
    by reason of any medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a continuous period of not
less than twelve (12) months, receiving income replacement benefits for a period of not
less than three (3) months under an accident and health plan covering employees of the
Company.
 4




---



##### 



 ̈
    
    determined to be totally disabled by the Social Security Administration.
 Change in Control Event
 Deferral Period
 Form of Payment.
 Death. WHAT HAPPENS TO MY ACCRUED BENEFIT IF
I DIE?
 Change In Control Event.
 Cash Out for Small Accounts.
 Payout Period.
 Changes to the Deferral Period or Payout Period or the Time or Form of Payment of Your Accrued
Benefit.
 Reductions in Deferral Period/Acceleration of Payments.
 Extensions/Delays. Special Rule for 2008"
 5




---



##### 




    
    such election does not apply to any Payment which would be paid on a date
which is less than twelve (12) months after the date the Revised Deferral
Election is filed with the Plan Administrator without regard to the Revised
Deferral Election (or, in the case of a life annuity or installment payments
treated as a single Payment, less than twelve (12) months after the date the
Revised Deferral Election is filed with the Plan Administrator without regard
to the Revised Deferral Election); and
    
    the Payment with respect to which such election is made is deferred for a
period of not less than five (5) years from the date such Payment would
otherwise have been paid (or in the case of a life annuity or installment
payments treated as a single Payment, five (5) years from the date the first
amount was scheduled to be paid).
  Special Rule for 2008.
 Separate Payments
 WHAT HAPPENS TO MY ACCRUED BENEFIT IF I DIE?
 Payment of Accrued Benefit.
   6




---



##### 



Beneficiary Designation
 General.
 Spouses Interest.
 WHAT IF I SUFFER AN UNFORESEEABLE EMERGENCY?
 Withdrawals for Unforeseeable Emergencies. ,
 Unforeseeable Emergency.
 Rules Adopted by Plan Administrator.
 7




---



##### 



ARE THERE OTHER SITUATIONS WHERE THE COMPANY CAN DISTRIBUTE MY
ACCRUED BENEFIT?
    CAN MY BENEFITS BE PAID TO SOMEONE OTHER THAN ME?
 Payment of Employment Taxes.
 Withholding.
 Domestic Relations Order.
 8




---



##### 



WILL I EARN INTEREST ON MY DEFERRAL ACCOUNT WHILE IT IS BEING PAID
TO ME?
  CAN BENEFITS BE FORFEITED?
  CAN THE PLAN BE AMENDED OR TERMINATED?
  ARE MY ACCRUED BENEFITS ASSIGNABLE?
 Benefits Not Transferable.
 Indebtedness to Company.
 Domestic Relations Order.
 ARE MY ACCRUED BENEFITS AT RISK?
  9




---



##### 



WHAT CAN I DO IF I AM DENIED PLAN BENEFITS?
    10




---



##### 



Appeal Procedure for Denied Benefits.
  WHAT RIGHTS DO I HAVE UNDER ERISA?
  
    
    Receive information about your Plan and benefits.
    
    Examine, without charge, at the plan administrators office and at other specified
locations, such as worksites and union halls, all documents governing the plan,
including insurance contracts and collective bargaining agreements, and a copy of the
latest annual report (Form 5500 Series) filed by the plan with the U.S. Department of
Labor and available at the Public Disclosure Room of the Pension and Welfare Benefit
Administration.
    
    Obtain, upon written request to the plan administrator, copies of documents
governing the operation of the plan, including insurance contracts and collective
 11




---



##### 



bargaining agreements, and copies of the latest annual report (Form 5500 Series) and
updated summary plan description. The administrator may make a reasonable charge for
the copies.
 
    
    Receive a summary of the plans annual financial report. The plan administrator is
required by law to furnish each participant with a copy of this summary annual report.
    
    Obtain a statement telling you whether you have a right to receive a pension at
normal retirement age and if so, what your benefits would be at normal retirement age
if you stop working under the plan now. If you do not have a right to a pension, the
statement will tell you how many more years you have to work to get a right to a
pension. This statement must be requested in writing and is not required to be given
more than once every twelve (12) months. The plan must provide the statement free of
charge.
 Prudent Actions by Plan Fiduciaries.
  Enforce Your Rights.
  12




---



##### 



Assistance with Your Questions.
  WHO ADMINISTERS THE PLAN?
  ARE THE BENEFITS INSURED BY THE PENSION BENEFIT GUARANTY
CORPORATION?
   
 
 13