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Exhibit 10.17
 FAMOUS DAVES OF AMERICA, INC.  FIRST AMENDED AND RESTATED NON-QUALIFIED DEFERRED
COMPENSATION PLAN
  RECITALS
     ARTICLE 1  DEFINITIONS
  Accrued Benefit.
 Affiliate.
 Beneficiary.
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Beneficiary Designation Form
 Board
 Change in Control Event.
 A Change In The Ownership Of A Corporation
  2




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A Change In Effective Control Of The Corporation
 Definition
   Multiple Change in Control Events
 Acquisition Of Additional Control
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Persons Acting As A Group
 A Change In The Ownership Of A Substantial Portion Of The Assets Of The
Corporation.
 Transfers to a Related Person
     Status
 Persons Acting As A Group
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Stock Attribution Rules
 Code.
 Commencement Date.
       Compensation.
 Contingent Beneficiary
 Declared Rate.
 Deferral Account.
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Deferral Contribution.
 Deferral Election
 Deferral Election Deadline
   Deferral Period.
 Determination Date.
 Disability.
   6




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Discretionary Contributions.
 Effective Date
 Eligible Employee.
 ERISA.
 Hardship Withdrawals
 Investment Adjustments
 IRS
 Key Employee
   Participant
 Payment 7
        Life annuities
 Installment payments
 Transition rule
 Payout Period
 Plan
 Plan Administrator
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Plan Expenses
 Plan Year
 Regulations
 Spouse
 Termination of Employment
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Unforeseeable Emergency.
    Valuation Date
 ARTICLE 2  ELIGIBILITY AND PARTICIPATION
 Eligibility
 ARTICLE 3  DEFERRALS AND CONTRIBUTIONS
 Deferral Election
 Initial Election
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Subsequent Deferrals
 Payroll Adjustment
 Revocation or Change of Deferral Election
     Changes to the Deferral Period, Payout Period, or Time and Form of Payment
 Reduction of Deferral Period/Acceleration of Time of Payment .
 Extensions/Delays
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Separate Payments
 Conflict of Interest Payments
 Discretionary Contributions
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ARTICLE 4  DEFERRAL ACCOUNTS AND ALLOCATIONS TO DEFERRAL ACCOUNTS
 Deferral Accounts
 Allocations and Adjustments to Deferral Accounts
      Determination of Accounts
 Statement of Accounts
 Accounting Device Only
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ARTICLE 5  PAYMENT OF BENEFITS
 Payment of Accrued Benefit
 Cash-out of De Minimus Accrued Benefit 1 2
 Interest on Deferral Account
 Change in Control
 Death of Participant.
 Payment of Accrued Benefit
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Beneficiary Designation
 General
 Spouses Interest
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Hardship Withdrawals
 Amount of Hardship Withdrawal ,
 Determination of Unforeseeable Emergency
 Rules Adopted by Plan Administrator
 Adverse Action on Participant or Plan.
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Facility of Payment.
 Payment of Employment Taxes
 Withholding.
 ARTICLE 6  PLAN ADMINISTRATION
 Responsibility for Administration of the Plan
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Claims Procedure.
 Claim
 Claim Decision
      Request for Review
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Review of Decision
 Notice
 ARTICLE 7  AMENDMENT OR TERMINATION
 Amendment.
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Termination
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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.
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Entire Agreement.
 Invalidity of Provisions.
 Unclaimed Benefits.
 Governing Law/Interpretation
  FAMOUS DAVES OF AMERICA, INC.By:

/s/ David GoronkinTitle:
    President & CEO
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EXHIBIT A
 FAMOUS DAVES OF AMERICA, INC.
FIRST AMENDED AND RESTATED NON-QUALIFIED DEFERRED COMPENSATION PLAN
Participant Deferral Election Form
 Declared Rate: Eight Percent (8%) (the Declared Rate)
 This
Agreement FAMOUS DAVES OF
AMERICA, INC.
 for the Plan Year
beginning January 1, 20___ and those subsequent
Plan Years indicated below
  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 Regulations promulgated by the IRS.
 Investment Return; Declared Rate
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Matching Contribution:
 DISTRIBUTION OF BENEFITS ELECTION
 A. Deferral Period. Select one of the following
 o calendar years following the end of the applicable Plan Year (December 31) or
 o the date that is the date of my Termination of Employment
 NOTE : This election may be changed to extend the Deferral Period to a later date, provided
(a) you make the election to so extend such Period at least one (1) year before the first payment
affected by the change, (b) the extension must be for a period of not less than five (5) years and
(c) such extension is in accordance with the applicable Regulations promulgated by the Internal
Revenue Service. Such Deferral Period may be shortened only with the consent of the Plan
Administrator and then only as permitted by and in accordance with the Regulations promulgated by
the Internal Revenue Service. Any such change must be made by written notice to the Plan
Administrator and shall not be effective until accepted in writing by the Plan Administrator.
 B Payout Period
 o
 
    Lump Sumo
 
    In substantially equal payments plus interest as provided in the Plan over a period
of two (2) years plus interest at the Declared Rate from the Commencement Date.o
 
    In substantially equal payments plus interest as provided in the Plan over a period
of five (5) years plus interest at the Declared Rate from the Commencement Date.
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o
    
    In substantially equal payments plus interest as provided in the Plan over a period
of ten (10) years plus interest at the Declared Rate from the Commencement Date.
 NOTE : If the payments during the Payout Period are less than $10,000.00 per year, your
Accrued Benefit, at the Companys discretion may be paid in a lump sum or a over a shorter period
as and to the extent permitted under Regulations promulgated by the Internal Revenue Service.
 Unavailability of Deferred Compensation
 Amount Payable
 Date:Participants NameParticipants Signature:Date Received:Date Accepted:Famous Daves of America, Inc.By:Its:
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EXHIBIT B
 FAMOUS DAVES OF AMERICA, INC.
FIRST 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 NameParticipants Signature:Date Received:Received and accepted this
___  day of ___,
20___.
    
    Famous Daves of America, Inc.By:Its:
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SUMMARY PLAN DESCRIPTION OF
FAMOUS DAVES OF AMERICA, INC.
FIRST AMENDED AND RESTATED NON-QUALIFIED DEFERRED COMPENSATION PLAN
 INTRODUCTION
  THIS SUMMARY IS INTENDED TO SUMMARIZE THE PRINCIPLE 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.
 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 an Election
 Initial Election
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Subsequent Deferrals
 Revocation or Change of Deferral Election
 DOES THE COMPANY MAKE CONTRIBUTIONS TO THE PLAN FOR ME?
  HOW ARE MY BENEFITS UNDER THE PLAN DETERMINED?
 Accounts
 Allocations
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WHEN AND HOW WILL MY ACCRUED BENEFITS BE PAID?
 Commencement of Benefits
  ̈ your Termination of Employment if you are not a Key Employee (see
the definition below), ̈ the date which is three (3) months after your Termination of Employment if
you are a Key Employee, ̈ 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 earlier date as determined by the Company in its sole discretion,
provided such determination is permitted under any     applicable IRS Regulations.
 Termination of Employment
 Key Employee
 Disability
 .
    
    unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of not less
than twelve (12) months, or.
    
    by reason of any medically determinable physical or mental impairment
which 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.
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Change in Control Event
 Deferral Period
 Form of Payment
 Death WHAT HAPPENS TO MY ACCRUED BENEFIT IF
I DIE? below
 Change In Control Event
 Cash Out for Small Accounts 1 2
 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
 
    
    such election may not take effect until at least twelve (12) months after
the date on which the election is made;
    
    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
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payments treated as a single Payment, five (5) years from the date the first
amount was scheduled to be paid);
    
    any election related to a payment described in §1.409a-3(a)(4) (Payment at a
specified time or pursuant to a fixed schedule) may not be made less than
twelve (12) months prior to the date the Payment is scheduled to be paid (or in
the case of a life annuity or installment payments treated as a single Payment,
twelve (12) months prior to the date the first amount was scheduled to be
paid); and
    
    such extension of the Deferral Period or the Payout Period or delay in the
time of any Payment is in accordance with the applicable Regulations.
  Separate Payments
 WHAT HAPPENS TO MY ACCRUED BENEFIT IF I DIE?
 Payment of Accrued Benefit
   Beneficiary Designation
 General
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Spouses Interest.
 WHAT IF I SUFFER A FINANCIAL HARDSHIP.
 Hardship Withdrawals. ,
 Unforeseeable Emergency.
 Rules Adopted by Plan Administrator.
 ARE THERE OTHER SITUATIONS WHERE THE COMPANY CAN DISTRIBUTE MY ACCRUED BENEFIT?
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CAN MY BENEFITS BE PAID TO SOMEONE OTHER THAN ME?
 Payment of Employment Taxes
 Withholding.
 WILL I EARN INTEREST ON MY DEFERRAL ACCOUNT WHILE ITS IS BEING PAID TO ME
  CAN BENEFITS BE FORFEITED?
  CAN THE PLAN BE AMENDED OR TERMINATED?
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ARE MY ACCRUED BENEFITS ASSIGNABLE?
 Benefits Not Transferable.
 
    
    if a you are indebted to the Company or any Affiliate, the Company and the Affiliate
will have the right to offset such indebtedness (including any interest thereon)
against any benefits otherwise due to you or your Beneficiary under the Plan, by
applying such indebtedness (including any interest thereon) pro-rata to each successive
benefit payment due thereafter, until the full amount of the debt and any interest owed
has been paid; and
    
    all or any portion of your unpaid benefits under this Plan may be assigned by court
order to your former spouse in connection with a dissolution of your marriage, but only
if the Plan Administrator determines, in its sole discretion, that the order satisfies
the requirements of a domestic relations order as defined in Code Section
414(p)(1)(B)).
 ARE MY ACCRUED BENEFITS AT RISK?
  WHAT CAN I DO IF I AM DENIED PLAN BENEFITS?
  WHAT RIGHTS DO I HAVE UNDER ERISA?
  34




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
    
    examine, without charge, at the Plan Administrators office and at other specified
locations, such as work sites, all Plan documents, including copies of all documents
filed by the Plan with the U.S. Department of Labor, such as Plan descriptions;
    
    obtain copies of all Plan documents and other Plan information upon written request
to the Plan Administrator. The Plan Administrator may make a reasonable charge for the
copies;
    
    obtain, once a year, a statement of the total benefits accrued for you and your
nonforfeitable (vested) benefits (if any), or the earliest date on which benefits will
become nonforfeitable (vested). The Plan may require a written request for this
statement, but it must provide the statement free of charge.
       WHO ADMINISTERS THE PLAN?
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ARE THE BENEFITS INSURED BY THE PENSION BENEFIT GUARANTY CORPORATION?
   Yours truly,FAMOUS DAVES OF AMERICA, INC.Company Identification Number:Plan No. ___
 36