EX-10.28



 Exhibit 10.28 

SECOND AMENDMENT 
 TO

 NOMINATION AGREEMENT 

This Second Amendment to Nomination Agreement (the “Second Amendment”) dated January 10, 2014, amends that certain
Nomination Agreement dated March 1, 2013, by and among the persons and entities listed on Schedule A (collectively, the “PW Group”, and individually a “member” of the PW Group), Famous Dave’s of
America, Inc. (the “Company”) and Patrick Walsh, in his individual capacity and as a member of the PW Group (the “PW Designee”), as amended by the First Amendment to Nomination Agreement dated November 25, 2013
(the “First Amendment”) (as so amended, the “Nomination Agreement”). Capitalized terms used in this Second Amendment and not otherwise defined shall have the meanings ascribed to them in the Nomination Agreement.

 In consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to amend the Nomination Agreement as follows: 

1. Paragraphs A and B of the First Amendment are amended in their entireties to read as follows: 

“A. The Company agrees to include the PW Designee in its slate of nominees for election (the “2014 Company Slate”) as one
of no more than eight (as determined by the Board) directors of the Company at the 2014 Annual Meeting. The Board will publicly recommend and solicit proxies for the election of the PW Designee at the 2014 Annual Meeting in the same manner as it
does for all the other members of the 2014 Company Slate. 
 B. During the Covered Period, the number of directors constituting the Board
will be fixed at no more than eight, as determined by the Board.” 
 2. The PW Group shall promptly file an amendment to its Schedule
13D with respect to the Company, filed with the SEC on December 27, 2012, reporting the entry into this Second Amendment and appending or incorporating by reference this Second Amendment as an exhibit thereto. 

3. Except as specifically provided herein, the Nomination Agreement shall remain in full force and effect according to its terms. This Second
Amendment may be executed in two or more counterparts either manually or by electronic or digital signature (including by facsimile or electronic mail transmission), each of which shall be deemed to be an original and all of which together shall
constitute a single binding agreement on the parties, notwithstanding that not all parties are signatories to the same counterpart. 

[Signature Pages Follow] 







 IN WITNESS WHEREOF, each of the parties hereto has executed this Second Amendment, or caused the
same to be executed by its duly authorized representative as of the date first above written. 
  

			
	
	 FAMOUS DAVE’S OF AMERICA, INC.

		
	 By:
	 	 /s/ Dean A. Riesen

		 	Name: Dean A. Riesen
		 	Title: Chairman of the Board
	
	 PW Partners Atlas Fund LP

		
	 By:
	 	 /s/ Patrick Walsh

	 Name:
	 	Patrick Walsh
	 Title:
	 	Managing Member, PW Partners Atlas Funds, LLC, General Partner
	
	 PW Partners Master Fund LP

		
	 By:
	 	 /s/ Patrick Walsh

	 Name:
	 	Patrick Walsh
	 Title:
	 	Managing Member, PW Partners, LLC, General Partner
	
	 PW Partners Capital Management LLC

		
	 By:
	 	 /s/ Patrick Walsh

	 Name:
	 	Patrick Walsh
	 Title:
	 	Managing Member
	
	 PW Partners Atlas Funds, LLC

		
	 By:
	 	 /s/ Patrick Walsh

	 Name:
	 	Patrick Walsh
	 Title:
	 	Managing Member and Chief Executive Officer
	
	 PW Partners, LLC

		
	 By:
	 	 /s/ Patrick Walsh

	 Name:
	 	Patrick Walsh
	 Title:
	 	Managing Member and Chief Executive Officer
	
	 /s/ Patrick Walsh

		 	Patrick Walsh



  
 2 








 Schedule A 

Members of PW Group 
 PW Partners Atlas
Fund LP 
 PW Partners Master Fund LP 
 PW Partners Capital
Management LLC 
 PW Partners Atlas Funds, LLC 
 PW Partners,
LLC 
 Patrick Walsh