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Exhibit 10.38
 PYRAMID BREWERIES INC.
 RESTRICTED STOCK AWARD AGREEMENT
(Annual Performance Stock Award)
   Grant Date:Number of SharesFair Market Value Per Share on Grant Date:
    
    $Vesting Commencement Date:
 1. Performance Results and Vesting
 Exhibit A
    2. Termination of Service
  -1-




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3. Accelerated Vesting
  4. Consideration
  5. Transfer Restrictions
  6. Securities Law Compliance
  7. Section 83(b) Election for Stock Award




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within 30 days
  YOU FURTHER ACKNOWLEDGE
THAT THE COMPANY HAS DIRECTED YOU TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF
THE CODE AND THE INCOME TAX LAWS OF ANY MUNICIPALITY OR STATE IN WHICH YOU MAY RESIDE.
 Exhibit B Exhibit C
 Exhibit D




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8. Legends
  The securities represented by this certificate are subject to certain forfeiture rights held
by the issuer and/or its assignee(s) and may not be sold, assigned, transferred, encumbered or in
any way disposed of except as set forth in a stock award agreement between the issuer and the
original purchaser of these shares, a copy of which may be obtained at the principal office of the
issuer. Such transfer restrictions and/or forfeiture rights are binding on transferees of these
shares.
 9. Stop-Transfer Notices
  10. Independent Tax Advice
  11. Withholding and Disposition of Shares




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12. General Provisions
 12.1 Assignment
 12.2 Notices
 12.3 No Waiver
 12.4 Undertaking
 12.5 Agreement Is Entire Contract
 12.6 Successors and Assigns
 12.7 No Employment or Service Contract
 12.8 Stockholder of Record
 12.9 Counterparts




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12.10 Governing Law
  COMPANY
    
    PYRAMID BREWERIES INC.By:Print Name:Title:
 GRANTEEPrint Name:Address:
 Social Security No.:




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EXHIBIT A
 ACKNOWLEDGEMENT OF RESULTS OF PERFORMANCE
 FOR FISCAL YEAR END




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EXHIBIT B
 ACKNOWLEDGMENT AND STATEMENT OF DECISION REGARDING SECTION 83(b) ELECTION
 
   (a)
    
    has consulted, and has been fully advised by, the
undersigneds own tax advisor regarding the federal, state and local tax
consequences of receiving the Stock Award and particularly regarding the
advisability of making an election pursuant to Section 83(b) of the Internal
Revenue Code of 1986, as amended (the Code), and pursuant to the
corresponding provisions, if any, of applicable state law, or(b)
    
    has knowingly chosen not to consult such a tax advisor.
 (check as applicable)
 (a)
    
    to make an election pursuant to Section 83(b) of the Code,
and is submitting to the Company, together with the undersigneds executed
Stock Award Agreement, an executed form entitled Election Under Section 83(b)
of the Internal Revenue Code of 1986, or(b)
    
    not to make an election pursuant to Section 83(b) of the
Code.
  Dated:




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EXHIBIT C
 ELECTION UNDER SECTION 83(b)
OF THE INTERNAL REVENUE CODE OF 1986
  1.
    
    The name, address, taxpayer identification number and taxable year of the undersigned are as
follows:NAME OF TAXPAYER:ADDRESS:IDENTIFICATION NO. OF TAXPAYER:TAXABLE YEAR:2.
    
    The property with respect to which the election is made is described as follows: 
 shares of the common stock of Pyramid Breweries Inc., a Washington corporation (the
Company).3.
    
    The date on which the property was transferred is:4.
    
    The property is subject to the following restrictions:5.
    
    The aggregate fair market value at the time of transfer, determined without regard to any
restriction other than a restriction which by its terms will never lapse, of such property is:
$.6.
    
    The amount (if any) paid for such property is: $0
  The undersigned understands that the foregoing election may not be revoked except with the
consent of the Commissioner.
 Dated:




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EXHIBIT D
 STOCK POWER AND ASSIGNMENT
SEPARATE FROM CERTIFICATE *
 
 
 TaxpayerPrint Name:SpousePrint Name:
 
 *
    
    GRANTEE AND HIS SPOUSE SHOULD SIGN THIS STOCK POWER AND ASSIGNMENT SEPARATE FROM
CERTIFICATE, BUT LEAVE BLANK THE NAME OF THE TRANSFEREE, NUMBER OF SHARES, CERTIFICATE NUMBER AND
DATE.




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DISTRIBUTION OF COPIES
 1.
    
    File original with the Internal Revenue Service Center where the taxpayers income tax return
will be filed. Filing must be made by no later than 30 days after the date the property was
transferred.2.
    
    Attachone copyto the taxpayers income tax return for the taxable year in which the
property was transferred.3.
    
    Mail one copy to the Company at the following address: