EX-10.1









Exhibit 10.1




FAMOUS DAVE’S OF AMERICA, INC.




PERFORMANCE SHARE AGREEMENT

(2009-2011 Awards)



PERFORMANCE SHARE AGREEMENT (the “Agreement”) made effective as of December 29, 2008 by and between
Famous Dave’s of America, Inc., a Minnesota corporation, having a place of business at 12701
Whitewater Drive, Suite 200, Minnetonka, MN 55343 (the
“Company”), and ___ (“Employee”).




WITNESSETH:



WHEREAS, the Company has adopted the Famous Dave’s of America, Inc. 2005 Stock Incentive Plan
(the “Plan”) to increase shareholder value and to advance the interests of the Company by
furnishing a variety of economic incentives designed to attract, retain and motivate employees; and



WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “Committee”)
believes that entering into this Agreement with Employee is consistent with the stated purposes for
which the Plan was adopted.



NOW, THEREFORE, it is agreed as follows:





	1.	 	Grant of Stock. 

Subject to the terms and provisions of this Agreement and the Plan, the Company hereby grants to
Employee an award to be paid in shares of the Company’s common stock, $.01 par value per share
(the “Performance Shares”), on the Vesting Date identified in Exhibit A attached hereto. The
number of Performance Shares granted pursuant to this award is set forth in Exhibit A and
issuance by the Company of such Performance Shares (i) is contingent upon the Company achieving
the performance objectives set forth in Exhibit A; and (ii) is subject to the other terms and
conditions and contingencies set forth in such Exhibit and in the Plan.






	2.	 	Rights of Employee.

Employee shall not have any of the rights of a shareholder with respect to the Performance
Shares except to the extent that such Performance Shares are issued to Employee in accordance
with the terms and conditions of this Agreement and the Plan.






	3.	 	The Plan.

The Performance Share award is granted pursuant to the Plan (including without limitation
Section 6 — for 2005 Plan thereof) and is governed by the terms thereof, which are incorporated
herein by reference. In the event of any conflict or inconsistency between the provisions of
this Agreement and those of the Plan, the provisions of the Plan shall govern and control.






	4.	 	Administration.

This Agreement shall at all times be subject to the terms and conditions of the Plan. The
Committee shall have the sole and complete discretion with respect to all matters reserved to it
by the Plan and decisions of the Committee with respect thereto and to this Agreement shall be
final and binding upon Employee. In the event of any conflict between the terms and conditions
of this Agreement and the Plan, the provisions of the Plan shall govern and control.





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	5.	 	Continuation of Employment or Right to Corporate Assets.

Nothing contained in this Agreement shall be deemed to grant Employee any right to continue in
the employ of the Company for any period of time or to any right to continue his or her present
or any other rate of compensation, nor shall this Agreement be construed as giving Employee,
Employee’s beneficiaries or any other person any equity or interests of any kind in the assets
of the Company or creating a trust of any kind or a fiduciary relationship of any kind between
the Company and any such person.






	6.	 	Further Assurances.

Each party hereto agrees to execute such further papers, agreements, assignments or documents of
title as may be necessary or desirable to affect the purposes of this Agreement and carry out
its provisions.






	7.	 	Governing Law.

This Agreement, in its interpretation and effect, shall be governed by the laws of the State of
Minnesota applicable to contracts executed and to be performed therein.






	8.	 	Entire Agreement; Amendments.

This Agreement and the Plan embody the entire agreement made between the parties hereto with
respect to the matters covered herein and shall not be modified except by a writing signed by
the party to be charged.






	9.	 	Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an
original, but all of which shall constitute but one and the same agreement.






IN WITNESS WHEREOF, the Company has caused this Agreement to be executed as of the date first
written above.



	 	 	 	 	 	 	 
	 	 	FAMOUS DAVE’S OF AMERICA, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






                         , Employee




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Exhibit A

to

Performance Share Agreement

(2009-2011 Awards)


Additional Terms and Conditions of Performance Shares



	 	 	 
	 	 	Target Shares*
	Number of Performance Shares subject to the Agreement:
	 	 






 




			
	*	 	Assumes the Company achieves 100% of the Cumulative EPS Goal (as defined below).




	•	 	Grants of Performance Shares are contingent upon:






	 	(i)	 	Employee remaining an employee of the Company during all periods prior to the
“Vesting Date” (as defined below); and
	 
	 	(ii)	 	the Company achieving at least the applicable percentage of the cumulative
total of the earnings per share goals (as discussed below) for each of fiscal 2009,
fiscal 2010 and fiscal 2011 (the “Cumulative EPS Goal”).





     Employee shall be entitled to receive the percentage of the “Target Shares” amount
set forth above based on the percentage of the Cumulative EPS Goal achieved by the
Company, as set forth on the following schedule:



	 	 	 
	Percentage of	 	Percent of Performance Shares
	Cumulative EPS Goal	 	to which Participant is Entitled
	If the Company fails to
achieve at least 80% of the
Cumulative EPS Goal, then:

	 	Employee shall not be entitled to receive
Performance Shares pursuant to this
Agreement.
	 
	 	 
	If the Company achieves
80-100% of the Cumulative EPS
Goal, then:

	 	Employee shall be entitled to receive a
percentage of the “Target Shares” amount
equal to the percentage of the Cumulative
EPS Goal achieved (e.g., if the Company
achieves 90% of the Cumulative EPS Goal,
then Employee is entitled to receive 90%
of his or her “Target Shares” amount).





If these conditions are satisfied, the Company shall issue the Performance Shares to Employee as
soon as reasonably practicable following the Vesting Date (as defined below).



	 	•   The earnings per share goal for each fiscal year will be determined by the Committee
during the 1st fiscal quarter of the applicable fiscal year, or earlier, as
determined by the Committee. Following the Committee’s determination of the earnings per share
goal for each fiscal year subject to the Agreement, the Company shall deliver written notice of
such earnings per share goal to Employee (unless Employee is no longer an employee of the
Company).






	 	•   The actual earnings per share for each fiscal year shall be based on the fully diluted
earnings per share amount for such fiscal year that is set forth in the audited financial
statements filed with the Company’s corresponding Annual Report on Form 10-K (or, if later
adjusted or restated, then as set forth in the Company’s Annual Report on Form 10-K for fiscal
2011). The determination regarding whether the Company has achieved the cumulative total of the
earnings per share goals for fiscal 2009, fiscal 2010 and fiscal 2011 will be made upon filing
of the Annual Report on Form 10-K for fiscal 2011 (the “Vesting Date”). Performance Shares will
be issued, as provided above, if at least 80% of the Cumulative EPS Goal is achieved. No
partial issuance of Performance Shares shall be made if an earnings per share goal is achieved
in any one or more fiscal years but at least 80% of the Cumulative EPS Goal is not achieved.