Form of Restricted Stock Agreement



 Exhibit 10.3 
  

					
	BUILD-A-BEAR WORKSHOP, INC.	  	Date of Grant:	  	 March 17, 2009

	RESTRICTED STOCK AGREEMENT	  	Employee:	  	  

		  	No. of Shares:	  	  


 This Agreement will certify that, subject to stockholder approval of the Build-A-Bear Workshop, Inc. Second
Amended and Restated 2004 Stock Incentive Plan (the “Plan”), the employee named above (“Employee”) is granted the number of restricted shares of common stock, $0.01 par value per share (the “Common
Stock”), of Build-A-Bear Workshop, Inc. (the “Company”), designated above (the “Restricted Stock”), pursuant to the Plan, as of the date indicated above (the “Grant Date”) and subject to
the terms, conditions and restrictions in the Plan and those set forth below. Provided, however, in the event the Plan is not approved by the Company’s shareholders at its 2009 Annual Meeting of Stockholders or any adjournment or
postponement thereof (the “2009 Annual Meeting”) this grant shall be null and void ab initio. Any capitalized, but undefined, term used in this Agreement shall have the meaning ascribed to it in the Plan. Employee’s electronic
acceptance within 60 days on his/her personal Merrill Lynch account constitutes Employee’s acceptance of this award and acknowledgement of Employee’s agreement to all the terms, conditions and restrictions contained in the Plan and this
Agreement. If the Employee does not accept this award on his/her personal Merrill Lynch account within 60 days of the Date of Grant, the Employer may revoke this grant. 
  

			
	BUILD-A-BEAR WORKSHOP, INC.
		
	By:	 	 



		 	Maxine Clark
		 	Chief Executive Bear


 Terms and Conditions 
 1. Terms of Award. Pursuant to action of the Committee, the Company awards to the Employee the number of shares of Restricted Stock set forth above, subject to approval of the Plan at the 2009 Annual
Meeting. The Restricted Stock is nontransferable by the Employee during the period described below and is subject to the risk of forfeiture as described below. Prior to the time shares become transferable, the shares of Restricted Stock shall bear a
legend indicating their nontransferability, and, subject to the terms of this Agreement, if the Employee terminates service as an Employee of the Company prior to the time a restriction lapses, the Employee shall forfeit any shares of Restricted
Stock which are still subject to the restrictions at the time of termination of such service. 
 The restrictions on transfer described in
this Section 1 shall lapse and be of no further force and effect as follows, if the Employee is still an employee of the Company on the respective annual anniversary, and has been continuously serving as such an employee of the Company during
such 36-month period ending on the third annual anniversary: 
  

				
	 Date
	  	Percent of Grant for
which Restrictions
Lapse on Indicated
Date	 
	 Grant Date
	  	0	 
	 3rd Anniversary of Grant
Date:
	  	100	%








 For avoidance of doubt, on the date ending thirty-six (36) months after the Grant Date, one hundred
percent (100%) of the shares of Restricted Stock shall be transferable by the Employee if the Employee is still an Employee, and has been continuously serving during such thirty-six (36) month period as such an employee of the Company on
such date. 
 Notwithstanding the foregoing, in the event of a Change of Control, all previously granted shares of Restricted Stock not yet
free of the restrictions of this Section 1 shall become immediately free of such restrictions. 
 2. Death of the Employee. In the event
of the death of the Employee, all previously granted shares of Restricted Stock not yet free of the restrictions of Section 1 shall become immediately free of such restrictions. 
 3. Cost of Restricted Stock. The purchase price of the shares of Restricted Stock shall be $0.00. 
 4.
Adjustments Upon Changes in Capitalization or Corporate Acquisitions. Notwithstanding any other provision in the Agreement, if there is any change in the Common Stock by reason of stock dividends, spin-offs, split ups, recapitalizations,
mergers, consolidations, reorganizations, combinations or exchanges of shares, the number of shares of Common Stock under this award of Restricted Stock not yet vested, and the price thereof, as applicable, shall be appropriately adjusted by the
Committee. 
 5. No Right to Continued Service. Nothing in this Agreement shall be deemed to create any limitation or restriction on such
rights as the Company otherwise would have to terminate the service of the Employee. 
 6. Committee Administration. This award has been made
pursuant to a determination made by the Committee, and the Committee or any successor or substitute committee authorized by the Board of Directors or the Board of Director itself, subject to the express terms of this Agreement, shall have plenary
authority to interpret any provision of this Agreement and to make any determinations necessary or advisable for the administration of this Agreement and may waive or amend any provisions hereof in any manner not adversely affecting the rights
granted to the Employee by the express terms hereof. 
 7. Grant Subject to Plan. This award of Restricted Stock is granted under and is
expressly subject to all the terms and provisions of the Plan, and the terms of the Plan are incorporated herein by reference. The Employee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions
thereof. The Committee has been appointed by the Board of Directors and designated by it, as the Committee to make grants of restricted stock. 
 8.
Rights as Stockholder. Upon stockholder approval of the Plan at the 2009 Annual Meeting, the Employee shall be entitled to all of the rights of a stockholder with respect to the shares of Restricted Stock including the right to vote such
shares and to receive dividends and other distributions payable with respect to such shares since the Grant Date. 
 9. Escrow of Share
Certificates. Certificates for the Restricted Stock shall be issued in the Employee’s name and shall be held in escrow by the Company until all restrictions lapse or such shares are forfeited as provide herein. A certificate or
certificates representing the Restricted Stock as to which restrictions have lapsed shall be delivered to the Employee upon such lapse. 
 10.
Government Regulations. Notwithstanding anything contained herein to the contrary, the Company’s obligation to issue or deliver certificates evidencing the Restricted Stock shall be subject to all applicable laws, rules and
regulations and to such approvals by any governmental agencies or national securities exchanges as may be required. 
 11. Withholding Taxes.
The Company shall have the right to require the Employee to remit to the Company, or to withhold from other amounts payable to the Employee, as compensation or otherwise, an amount sufficient to satisfy all federal, state and local withholding tax
requirements. 
 12. Governing Law. This Agreement shall be construed under the laws of the State of Delaware. 
  

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