exv10w21



 





Exhibit 10.21



	 	 	 
	Interim Employment Agreement dated as of December 13, 2007 between
Famous Dave’s of America, Inc. and F. Lane Cardwell, Jr.











FAMOUS DAVE’S OF AMERICA, INC.

12701 WHITEWATER DRIVE, SUITE 200

MINNETONKA, MN 55343




T 952-294-1300 F 952-294-1301 famousdaves.com



December 13, 2007



Mr. F. Lane Cardwell, Jr.

Cardwell Hospitality Advisory, Inc.



Dear Lane:




     This letter shall set forth the understanding between Cardwell Hospitality Advisory, Inc.
(“CHA”) and Famous Dave’s of America, Inc., a Minnesota corporation (the “Company”) regarding F.
Lane Cardwell’s role as interim Chief Executive Officer (the “Agreement”). Subject to the terms and
conditions set forth herein, we agree as follows:



     1. Mr. Cardwell is hereby appointed and CHA and Mr. Cardwell agree that he will serve as the
Company’s interim Chief Executive Officer for the near term period, which will commence on December
13, 2007 (the effective date of David Goronkin’s resignation as the Company’s President and Chief
Executive Officer) and is not anticipated to exceed six to twelve months from the date hereof.



     2. As compensation for Mr. Cardwell’s service as the Company’s interim Chief Executive
Officer, CHA shall be entitled to receive cash compensation in an amount equal to $6,000 per week,
payable in monthly installments in arrears on the last business day of each calendar month during
which Mr. Cardwell serves as the Company’s interim Chief Executive Officer hereunder. Such cash
compensation will be in addition to any compensation to which Mr. Cardwell is otherwise entitled as
a member of the Company’s Board of Directors. Neither CHA nor Mr. Cardwell will be entitled to
participate in the Company’s incentive compensation or benefit plans (including, without
limitation, annual incentive compensation (bonus) plans, equity incentive compensation plans (e.g.,
performance shares), health, medical, dental, vision and disability insurance coverage and
retirement benefits) solely by virtue of Mr. Cardwell’s service as interim Chief Executive Officer
hereunder.



     3. This Agreement calls for the performance of services of CHA as an independent contractor,
therefore the parties expressly agree that (a) their relationship is based on the



 









 







understanding
that CHA is an independent contractor and not an employee of the Company and no employment
relationship is created hereby, (b) the Company shall not provide CHA or Mr. Cardwell any fringe
benefits in connection with the services provided hereunder, and (c) the
Company has no responsibility for withholding taxes, social security withholding, worker’s
compensation withholding, unemployment withholding or any similar taxes or charges attributable to
CHA or Mr. Cardwell arising from compensation paid pursuant hereto.



     4. The Company shall pay or reimburse CHA for all reasonable and necessary travel and other
business expenses incurred or paid by CHA in connection with the performance of services under this
Agreement consistent with the Company’s policies for executives of the Company.



     5. This Agreement is “at will” and it may be terminated, with or without cause, at any time,
by either CHA or the Company.



     Thank you for your assistance to the Company at this important time. If the provisions of this
letter are consistent with your understanding of our agreement, please sign and return the enclosed
counterpart copy of this letter to me at your earliest convenience.



	 	 	 	 	 
	 	Sincerely,	 
	 	/s/ K. Jeffrey Dahlberg
 	 
	 	K. Jeffrey Dahlberg 	 
	 	Chairman of the Board of Directors 	 
	 


Accepted and agreed to:



Cardwell Hospitality Advisory, Inc.:




	 	 	 
	 

	 	 
	/s/ F. Lane Cardwell, Jr.
	 	 
	 
	 	 
	F. Lane Cardwell, Jr.
	 	 
	 
	 	 
	Date: December 22, 2007