Exhibit 10.3 


AGREEMENT 



        THIS
AGREEMENT (this “Agreement”), dated as of March 2, 2005 (the
“Effective Date”), by and between Champps Entertainment, Inc., a
Delaware corporation (the “Company”), and Michael O’Donnell (the
“Executive”). 



        WHEREAS,
the Executive is currently a member of the Board of Directors of the Company (the
“Board”); and 



        WHEREAS,
the Company desires that the Executive serve as its President and Chief Executive Officer
following the Effective Date, and the Executive is willing to be so employed, in each case
on the terms and conditions set forth herein; 



        NOW,
THEREFORE, in consideration of the mutual covenants contained herein, the sufficiency of
which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto
agree as follows: 



             
1.        Duties. 



                     
(a)    
          The Executive shall serve as the President and Chief Executive Officer of the
          Company. The Executive shall be the senior-most executive officer of the Company
          and shall have the duties and responsibilities customarily exercised by an
          individual serving in those positions in a corporation of the size and nature of
          the Company. In performing such duties, services and responsibilities, the
          Executive will report solely and directly to the Board. All other employees
          shall report solely and directly to the Executive or his designees;
          provided, however, that the Chief Financial Officer and the head
          of internal audit shall also report to the Audit Committee of the Board. The
          Executive shall devote substantially all of his business time and attention to
          the businesses of the Company and its subsidiaries and affiliates and shall not
          engage in any activity inconsistent with the foregoing, whether or not such
          activity shall be engaged in for pecuniary profit, unless approved by the Board
          (which approval will not be unreasonably withheld or delayed); provided,
          however, that, to the extent such activities do not violate, or
          substantially interfere with his performance of his duties, services and
          responsibilities under, this Agreement, the Executive shall be permitted to
          manage his personal, financial and legal affairs and serve on civic or
          charitable boards and committees of such boards. Notwithstanding the foregoing,
          the Executive may also continue to serve on corporate, civic and charitable
          boards on which he sits as of the date of this Agreement. 



                 
    (b)       
          Consistent with his duties hereunder and any necessary business travel, the
          Company understands that the Executive will be permitted to perform his services
          hereunder in Florida whenever commercially reasonable to do so. In such case,
          the Executive shall be provided office space in Jacksonville or Ponte Vedra,
          Florida and secretarial/administrative assistance, in each case reasonably
          satisfactory to the Executive and consistent with his positions hereunder. 


1








             
2.         Base Salary; Bonus. 



                 
    (a)       
          In consideration of the performance by the Executive of the Executive’s
          obligations (including any service as a member of the Board or in any position
          with any subsidiary or affiliate of the Company), the Company shall pay the
          Executive a base salary (the “Base Salary”) at an annual rate
          of $450,000, subject to increase but not decrease in the discretion of the
          Board, payable in accordance with the normal payroll practices of the Company in
          effect from time to time. 



                 
    (b)       
          In addition to the payments of the Base Salary set forth above, the Executive
          shall be eligible to earn, in respect of each fiscal year of the Company
          commencing on and after July 1, 2005, a performance-based cash bonus of $200,000
          (the “Target Bonus”). The Executive shall earn the Target Bonus
          only if he is employed by the Company on the last day of each applicable fiscal
          year and only if performance goals established by the Compensation Committee of
          the Board (the “Compensation Committee”) after consultation
          with the Executive are achieved, it being understood that the Executive may earn
          less or more than 100% of the Target Bonus, as determined by the Compensation
          Committee in good faith, upon partial or excess achievement of the applicable
          performance goals. If the Executive is employed by the Company on June 30, 2005,
          he shall be paid a guaranteed bonus equal to $200,000 multiplied by a fraction,
          the numerator of which is the number of days from the Effective Date to June 30,
          2005 and the denominator of which is 365. This guaranteed bonus shall be paid at
          the time bonuses are otherwise paid to executives of the Company.
          Notwithstanding anything to the contrary contained herein, any bonus earned by
          the Executive under this Section 2(b) shall be paid at the time bonuses are
          otherwise paid to executives of the Company but in any event no later than March
          15 of the calendar year following the calendar year in which such bonus is
          earned. 



             
3.         Benefits. 



                 
    (a)       
          During the Employment Term, the Executive shall be entitled to participate in
          the employee benefit plans, policies, programs, perquisites and arrangements, as
          may be amended from time to time, that are provided generally to senior
          executives of the Company to the extent the Executive meets the eligibility
          requirements for any such plan, policy, program, perquisite or arrangement;
          provided that during the Employment Term, the Company shall provide to
          the Executive (i) $1,000,000 of life insurance coverage, (ii) long
          term disability coverage that provides a minimum payment of $22,500/month in the
          event the Executive becomes eligible for such benefits and (iii) a leased
          automobile as determined by the Executive that is reasonably acceptable to the
          Company. Within the first six months of the Employment Term, the Board shall
          consider the advisability of establishing a non-qualified deferred compensation
          program that would apply to the Executive, it being understood that the Board
          shall not be required to adopt such a program. 



                     
(b)    
          The Company shall reimburse the Executive for all reasonable business expenses
          incurred by the Executive in carrying out the Executive’s duties, services
          and responsibilities under this Agreement during the Employment Term. The
          Executive shall comply with generally applicable policies, practices and
          procedures of the Company with respect to reimbursement for, and submission of
          expense reports, receipts or similar documentation of, such expenses. 


2








             
4.        
          Vacations. During each calendar year of the Employment Term (pro rata for
          partial calendar years), the Executive shall be entitled to four weeks of paid
          vacation to be taken in accordance with the applicable policy of the Company. 



             
5.       
          Equity Compensation. The Company agrees to grant the Executive 128,670
          shares of restricted common stock, par value $.01, of the Company
          (“Stock”) pursuant to a Restricted Stock Agreement in the form
          attached hereto as Exhibit A and 386,010 shares of restricted Stock pursuant to
          a Restricted Stock Agreement in the form attached hereto as Exhibit B (together,
          the “Grants”). The Company shall make the Grants promptly after
          the date the shareholders of the Company approve a resolution that would permit
          the issuance of the Grants under the NASDAQ listing requirements (either by
          increasing the number of shares available for grant under the 2003 Stock Option
          and Incentive Plan or otherwise). If the shareholders of the Company fail to
          approve such a resolution by the date any portion of the Grants would otherwise
          have vested if they were granted on the date hereof (each such date, a
          “Deemed Vesting Date”), the Company shall make a cash payment
          to the Executive promptly after each Deemed Vesting Date in an amount sufficient
          to place him in the same economic position he would have occupied if the Grants
          were made on the date hereof. 



             
6.        Termination of Employment. 



                 
    (a)       
          The Executive’s employment with the Company shall terminate upon the
          earliest to occur of: (i) the death of the Executive; (ii) the
          termination of the Executive’s employment by the Company by reason of the
          Executive’s Disability; (iii) the termination of the Executive’s
          employment by the Company for Cause or without Cause; (iv) the termination
          of the Executive’s employment by the Executive for Good Reason; and
          (v) the termination by the Executive without Good Reason upon 15 days’
          written notice to the Company, it being understood that the Company may relieve
          the Executive of some or all of his duties during this period without such
          action in and of itself being considered to be a breach of this Agreement, the
          termination of the Executive’s employment by the Company without Cause or
          Good Reason for the Executive to terminate employment. No termination of
          employment by either party hereto shall be considered to be a breach of this
          Agreement. 



                 
    (b)       
          For purposes of this Agreement, the following terms shall have the following
          meanings: 



                   
            (i)       
          “Cause” shall mean that the Board has made a good faith
          determination, after providing the Executive with reasonably detailed written
          notice and a reasonable opportunity to be heard with counsel on the issues at a
          Board meeting, that any of the following has occurred: 



                   
                    (A)       
          the continued failure by the Executive to substantially follow any lawful
          mandate of the Board (other than due to mental or physical disability) after
          written notice from the Company; 


3








                   
                    (B)       
          the Executive’s willful violation of Section 1(a) or Section 8 of this
          Agreement that is not cured within 10 business days of the receipt of written
          notice from the Company; 



                   
                    (C)       
          the Executive has engaged in misconduct that has resulted in material damage to
          the Company’s business or reputation; 



                   
                    (D)       
          the Executive has been convicted of, or pleaded guilty or nolo contendere to a
          felony; or 



                           
            (E)       
          the Executive has engaged in fraud against the Company or misappropriated Company property.



        For
purposes of this Agreement, no act or failure by the Executive shall be considered
“willful” if such act is done by the Executive in the good faith belief that
such act is or was in the best interests of the Company or one or more of its businesses. 



                 
            (ii)       
          “Change in Control” of the Company shall mean: 



                   
                    (A)       
          any “person” (as such term is used in Sections 3(a)(9) and 13(d) of
          the Securities Exchange Act of 1934, as amended (the “Exchange
          Act”)) or “group” (as such term is used in Section 14(d)(2)
          of the Exchange Act) is or becomes a “beneficial owner” (as such term
          is used in Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the
          Voting Stock of the Company; provided that this clause (A) shall not
          apply (1) with respect to a stockholder of the Company who beneficially
          owns more than 20% of the Voting Stock of the Company on the Effective Date or
          (2) in connection with a merger, consolidation, combination,
          recapitalization or other similar transaction involving the Company that is not
          considered a Change in Control under clauses (B) or (C), below; 



                   
                    (B)       
          all or substantially all of the assets or business of the Company are disposed
          of pursuant to a merger, consolidation, liquidation, dissolution or other
          transaction unless, immediately after such transaction, the stockholders of the
          Company immediately prior to the transaction own, directly or indirectly, in
          substantially the same proportion as they owned the Voting Stock of the Company
          prior to such transaction more than 50% of the Voting Stock of the company
          surviving such transaction or succeeding to all or substantially all of the
          assets or business of the Company or the ultimate parent company of such
          surviving or successor company if such surviving or successor company is a
          subsidiary of another entity; 



                   
                    (C)       
          the consummation of any merger, consolidation or other similar corporate
          transaction unless, immediately after such transaction, the stockholders of the
          Company immediately prior to the transaction own, directly or indirectly, in
          substantially the same proportion as they owned the Voting Stock of the Company
          prior to such transaction more than 50% of the Voting Stock of the company
          surviving such transaction or its ultimate parent company if such surviving
          company is a subsidiary of another entity; or 


4








                 
                      (D)       
          individuals who constitute the Board as of the Effective Date (the
          “Incumbent Board”) cease for any reason to constitute at least
          a majority thereof, provided that any person becoming a director
          subsequent to the date of this Agreement whose election was approved by a vote
          of at least three-quarters of the directors then comprising the Incumbent Board,
          or whose nomination for election by the Company’s shareholders was approved
          by the Company’s nominating or similar committee, shall be, for purposes of
          this Agreement, considered as though he or she was a member of the Incumbent
          Board. 



For purposes of this definition,
“the Company” shall include any entity that succeeds to all or substantially all
of the business of the Company; “Voting Stock” shall mean securities of any
class or classes having general voting power under ordinary circumstances, in the absence
of contingencies, to elect the directors of a corporation; and references to ownership of
“more than 50% of the Voting Stock” shall mean the ownership of shares of Voting
Stock that represent the right to exercise more than 50% of the votes entitled to be cast
in the election of directors of a corporation. 



                 
    (iii)       
          “Disability” of the Executive shall have occurred if, as a
          result of the Executive’s incapacity due to physical or mental illness, the
          Executive is eligible to receive long-term disability benefits pursuant to the
          terms of any long-term disability insurance plan or program of the Company that
          covers Executive. 



                 
    (iv)       
          “Good Reason” shall mean and be deemed to exist if any of the
          events set forth in clauses (A) through (F) below shall occur without the prior
          express written consent of the Executive, provided that the Executive
          shall provide the Company with written notice thereof specifically identifying
          such event within ninety (90) days after the occurrence of such event and the
          Company shall have ten (10) business days after the date of such notice to cure: 



                   
                    (A)       
          the Executive is assigned any duties or responsibilities inconsistent in any
          material respect with the scope of the duties or responsibilities associated
          with the Executive’s titles or positions, as set forth and described in
          Section 1 of this Agreement; 



                 
                      (B)       
          the Executive suffers (i) a material reduction in the duties or responsibilities
          or (ii) a material change in the reporting rights or obligations, each as set
          forth and described in Section 1 of this Agreement (other than, with respect to
          (ii) above, a change required by applicable law, regulation or listing
          requirement or in accordance with demonstrated principles of sound corporate
          governance); 



                 
                      (C)       
          the Executive is not appointed to, or is removed from, the offices or positions
          provided for in Section 1 of this Agreement; 



                 
                      (D)       
          the Executive’s Base Salary or Target Bonus is decreased by the Company, or
          the Executive is not provided benefits under employee benefit or health or
          welfare plans or programs of the Company that are comparable to those provided
          to other senior executives of the Company; 


5








                 
                      (E)       
          the Company fails to pay the Executive’s compensation or to provide for the
          Executive’s benefits when due; or 



                 
                      (F)       
          the Company materially breaches the provisions of Section 1(b). 



        Notwithstanding
the foregoing, any voluntary termination of the Executive’s employment by the
Executive during the 30-day period immediately following the first anniversary of a Change
in Control shall be deemed to be a termination for “Good Reason” for purposes of
this Agreement. 


        
7.        Termination Payments.  



             
        (a)        
          Earned or Accrued Compensation. Upon any termination of the
          Executive’s employment, he shall be entitled to payment of any earned but
          unpaid portion of the Base Salary, any earned but unpaid bonus, and benefits and
          un-reimbursed business expenses in accordance with applicable Company policy, in
          each case with respect to the period ending on the date of termination. 



             
        (b)        
          Severance. In addition to the payments and benefits provided in
          Section 7(a), if the Executive’s employment is terminated (i) due
          to the Executive’s death or Disability, the Executive shall be paid a pro
          rata portion (based on the portion of the Company’s fiscal year that has
          elapsed as of the Executive’s date of termination) of the amount of annual
          bonus the Executive would have earned under Section 2(b) based on the annualized
          performance of the Company and/or Executive as of the Executive’s date of
          termination (a “Pro Rata Bonus”) or (ii) by the Company
          without Cause or by the Executive for Good Reason (A) the Company shall pay
          the Executive a Pro Rata Bonus, (B) the Company shall pay the Executive the
          Severance Payments and (C) the Company shall provide the Executive with
          continued medical coverage at active-employee rates for two years or, if
          earlier, until the Executive receives subsequent employer-provided coverage. 



             
        (c)        
          Severance Payments. For purposes hereof, the Severance Payments shall be
          24 monthly payments (commencing as of the first day of the month immediately
          following the Executive’s date of termination) of an amount equal to 1/12
          of the sum of the Executive’s Base Salary and Target Bonus. However, if
          such Severance Payments would subject the Executive to any penalty tax imposed
          under Section 409A of the Internal Revenue Code of 1986, as amended (the
          “Code”) the Severance Payments shall be: (I) one payment,
          on the first day which is at least six months after the Executive’s date of
          termination, of an amount equal to 6/12 of the sum of the Executive’s Base
          Salary and Target Bonus (the “Initial Payment”) and
          (II) 18 monthly payments (commencing the first day of the month immediately
          following the month in which the above payment is made) of an amount equal to
          1/12 of the sum of the Executive’s Base Salary and Target Bonus (also
          referred to as the “409A Severance”). 


6








             
        (d)        
          Reduction of Severance-Non-Competitor. If the Executive becomes employed
          or engaged as an independent contractor by another entity that is not a
          Competitor (as defined below) prior to the end of the 24-month period over which
          Severance Payments are to be made, all then remaining Severance Payments shall
          be reduced by one-half throughout the remainder of such 24-month period,
          provided, however, that if the Executive is to receive the 409A
          Severance, and the Executive becomes so employed or engaged prior to the first
          day which is at least six months after the Executive’s date of termination
          then the Initial Payment shall only be equal to the sum of: (A) the Initial
          Payment multiplied by a fraction the numerator of which is the number of days
          for which the Executive was not so employed or engaged after the date of
          termination and the denominator of which is 182 and (B) the Initial Payment
          multiplied by a fraction the numerator of which is the number of days for which
          the Executive was so employed or engaged during the first six months after the
          Executive’s date of termination and the denominator of which is 364; the
          amount of each of the remaining 18 monthly severance payments shall thereafter
          be reduced by one-half. 



             
        (e)        
          Reduction of Severance Payments-Competitor. If the Executive becomes
          employed or engaged as an independent contractor by a Competitor prior to the
          end of the 24-month period over which Severance Payments are to be made, all
          Severance Payments shall immediately end; provided, however, that
          if the Executive is to receive the 409A Severance, and the Executive becomes so
          employed or engaged by a Competitor prior to the first day which is at least six
          months after the Executive’s date of termination then the Executive will
          receive the Initial Payment, which shall only be equal to: the Initial Payment
          multiplied by a fraction the numerator of which is the number of days for which
          the Executive was not so employed or engaged after the date of termination and
          the denominator of which is 182. 



        The
Executive agrees to promptly notify the Company of any subsequent employment or
engagement. For purposes of this Section 7, a “Competitor” means any
business or other endeavor that engages in any state in which the Company has significant
business operations to a significant degree in a business that directly competes with all
or any substantial part of any of the Company’s businesses. 



        Payment
of the Pro Rata Bonus and/or Severance Payments and the continuation of medical coverage
hereunder shall be conditioned upon the Executive’s execution of a general release
substantially in the form attached hereto as Exhibit C. In the event of any termination
hereunder, the Executive shall be under no obligation to seek other employment and (except
as provided herein) there shall be no offset against any amounts due the Executive under
this Agreement on account of any remuneration attributable to any subsequent employment
that the Executive may obtain. 



             
8.         Confidential Information; Noncompetition; Nonsolicitation;
          Nondisparagement. 



             
        (a)        
          Confidential Information. Except as may be required or appropriate in
          connection with his carrying out his duties under this Agreement, the Executive
          shall not, without the prior written consent of the Company or as may otherwise
          be required by law or any legal process, or as is necessary in connection with
          any adversarial proceeding against the Company (in which case the Executive
          shall cooperate with the Company in obtaining a protective order at the
          Company’s expense against disclosure by a court of competent jurisdiction),
          communicate, to anyone other than the Company and those designated by the
          Company or on behalf of the Company in the furtherance of its business or to
          perform his duties hereunder, any trade secrets, confidential information,
          knowledge or data relating to the Company, its affiliates or any businesses or
          investments of the Company or its affiliates, obtained by the Executive during
          the Executive’s services to the Company that is not generally available
          public knowledge (other than by acts by the Executive in violation of this
          Agreement). 


7








             
        (b)        
          Nonsolicitation. During the term of the Executive’s employment and
          for 24 months after the Executive’s date of termination, the Executive
          shall not, directly or indirectly, (1) solicit for employment (other than
          by the Company) any person (other than any personal secretary or assistant hired
          to work directly for the Executive) employed by the Company or its affiliated
          companies as of the date of termination, (2) solicit for employment (other
          than by the Company) any person known by the Executive (after reasonable
          inquiry) to be employed at the time by the Company or its affiliated companies
          as of the date of the solicitation or (3) solicit any vendor of the Company
          or any of its affiliated companies to terminate, curtail or otherwise limit such
          relationship. 



             
        (c)        
          Non-disparagement. During the term of the Executive’s employment,
          and for 24 months after the Executive’s date of termination, the Executive
          shall not, directly or indirectly, make or publish any disparaging statements
          (whether written or oral) regarding the Company or any of its affiliated
          companies or businesses, or the affiliates, directors, officers, agents,
          principal stockholders or customers of any of them. For 24 months after the
          Executive’s date of termination, the Company and its affiliated companies
          and businesses shall not, and the Company shall use reasonable efforts to ensure
          that its principal stockholders, executive officers and members of the Board do
          not, directly or indirectly, make or publish any disparaging statements (whether
          written or oral) regarding the Executive or his tenure with the Company. 



             
9.        
          Representations. The Executive represents and warrants that he is not
          subject to any contract, arrangement or agreement that in any way limits his
          ability to enter into and fully perform his obligations under this Agreement. 



             
10.        
          Notice. For the purposes of this Agreement, notices, demands and all
          other communications provided for in this Agreement shall be in writing and
          shall be deemed to have been duly given when delivered either personally or by
          United States certified or registered mail, return receipt requested, postage
          prepaid, addressed as follows: 



        If
to the Executive, at his residence address most recently filed with the Company; 



with a copy to: 


Stephen
W. Skonieczny, Esq.
Dechert LLP30 
Rockefeller Plaza 
New York, New York 10112


8







If to the Company:


Champps
Entertainment, Inc.
10375 Park Meadows Drive, Suite 560
Littleton, CO 80124 



or to such other address as either
party may have furnished to the other in writing in accordance herewith, except that
notices of change of address shall be effective only upon receipt. 



             
11.        
          Modification; Waiver. No provision of this Agreement may be amended,
          modified, or waived unless such amendment or modification is agreed to in
          writing and signed by the Executive and by a duly authorized officer of the
          Company, and such waiver is set forth in writing and signed by the party to be
          charged. No waiver by either party hereto at any time of any breach by the other
          party hereto of any condition or provision of this Agreement to be performed by
          such other party shall be deemed a waiver of similar or dissimilar provisions or
          conditions at the same or at any prior or subsequent time. At the request of the
          Executive, the Company shall amend any provision of this Agreement as necessary
          to avoid imposition of any penalty tax imposed under Section 409A of the Code to
          the extent such amendment does not materially adversely affect the
          Company’s rights or obligations hereunder and does not impose new rights or
          obligations on the Company. 



             
12.        
          Validity. The invalidity or unenforceability of any provision or
          provisions of this Agreement shall not affect the validity or enforceability of
          any other provision of this Agreement, which shall remain in full force and
          effect. 



             
13.        
          Counterparts. This Agreement may be executed in one or more counterparts,
          each of which shall be deemed to be an original but all of which together will
          constitute one and the same instrument. 



             
14.        
          Entire Agreement. This Agreement and the equity agreements referred to in
          Section 5 set forth the entire agreement of the parties hereto in respect of the
          subject matter contained herein and supersede all prior agreements, promises,
          covenants, arrangements, communications, representations and warranties, whether
          oral or written, by any officer, employee or representative of any party hereto
          in respect of such subject matter. 



             
15.        
          Withholding. All payments hereunder shall be subject to any required
          withholding of federal, state and local taxes pursuant to any applicable law or
          regulation. 



             
16.        
          Section Headings. The section headings in this Agreement are for
          convenience of reference only, and they form no part of this Agreement and shall
          not affect its interpretation. 



             
17.        
          Governing Law. The validity, interpretation, construction and performance
          of this Agreement shall be governed by the laws of the State of Delaware without
          regard to its conflicts of law principles. Each of the parties waives all right
          to trial by jury in any proceeding (whether based on contract, tort or
          otherwise) arising out of or relating to this Agreement, or its performance
          under or the enforcement of this Agreement. 


9








             
18.        
          Certain Other Payments. 



                 
    (a)        
          Anything in this Agreement to the contrary notwithstanding, in the event it
          shall be determined that any payment or distribution in the nature of
          compensation (within the meaning of Section 280G(b)(2) of the Code) to or for
          the benefit of the Executive, whether paid or payable pursuant to this Agreement
          (including, without limitation, the accelerated vesting of equity awards held by
          the Executive) or otherwise, would be subject to the excise tax imposed by
          Section 4999 of the Code, or any successor provision thereto (the
          “Excise Tax”), then the Executive shall be entitled to receive
          an additional payment (the “Gross-Up Payment”) in an amount
          such that, after payment by the Executive of all taxes (and any interest or
          penalties imposed with respect to such taxes), including, without limitation,
          any income taxes (and any interest and penalties imposed with respect thereto)
          and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an
          amount of the Gross-Up Payment equal to the Excise Tax imposed upon any such
          distributions or payments. 



                 
    (b)        
          All determinations required to be made under this Section 18, including whether
          and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and
          the assumptions to be utilized in arriving at such determination, shall be made
          by a nationally recognized accounting firm designated by the Company (the
          “Accounting Firm”). The Accounting Firm shall provide detailed
          supporting calculations both to the Company and the Executive within 15 business
          days of the receipt of a request from the Executive or such earlier time as is
          requested by the Company, and the Accounting Firm will review any such
          determination if the Company or the Executive, within 10 days of receiving the
          detailed supporting calculations, provides an opinion of counsel that such
          determination is incorrect in some material respect. All fees and expenses of
          the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment,
          as determined pursuant to this Section 18, shall be paid by the Company to the
          Executive within 15 days of the receipt of the Accounting Firm’s
          determination. Absent manifest error, any final determination by the Accounting
          Firm shall be binding upon the Company and the Executive. 



                 
    (c)        
          The Executive shall notify the Company in writing of any claim by the Internal
          Revenue Service that, if successful, would require the payment by the Company of
          the Gross-Up Payment. Such notification shall be given as soon as practicable,
          but no later than 30 days after the Executive is informed in writing of such
          claim. The Executive shall apprise the Company of the nature of such claim and
          the date on which such claim is requested to be paid. The Executive shall not
          pay such claim prior to the expiration of the 30-day period following the date
          on which the Executive gives such notice to the Company (or such shorter period
          ending on the date that any payment of taxes with respect to such claim is due).
          If the Company notifies the Executive in writing prior to the expiration of such
          period that the Company desires to contest such claim, the Executive shall: 



                 
                    
(i)        
          give the Company any information reasonably requested by the Company relating to
          such claim, 



                 
                    
(ii)        
          take such action in connection with contesting such claim as the Company shall
          reasonably request in writing from time to time, including, without limitation,
          accepting legal representation with respect to such claim by an attorney
          reasonably selected by the Company, 


10








                 
                    
(iii)        
          cooperate with the Company in good faith in order effectively to contest such
          claim, and 



                 
                     
(iv)        
          permit the Company to participate in any proceedings relating to such claim; 



provided, however, that
the Company shall bear and pay directly all costs and expenses (including, without
limitation, additional interest and penalties) incurred in connection with such contest,
and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise
Tax or income tax (including interest and penalties) imposed as a result of such
representation and payment of costs and expenses. Without limitation on the foregoing
provisions of this Section 18, the Company shall control all proceedings taken in
connection with such contest, and, at its sole discretion, may pursue or forego any and
all administrative appeals, proceedings, hearings and conferences with the applicable
taxing authority in respect of such claim and may, at its sole discretion, either pay the
tax claimed to the appropriate taxing authority on behalf of the Executive and direct the
Executive to sue for a refund or contest the claim in any permissible manner, and the
Executive agrees to prosecute such contest to a determination before any administrative
tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the
Company shall determine; provided, however, that, if the Company pays such
claim and directs the Executive to sue for a refund, the Company shall indemnify and hold
the Executive harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties) imposed with respect to such payment or with respect to
any imputed income in connection with such payment; and provided, further,
that any extension of the statute of limitations relating to payment of taxes for the
taxable year of the Executive with respect to which such contested amount is claimed to be
due is limited solely to such contested amount. Furthermore, the Company’s control of
the contest shall be limited to issues with respect to which the Gross-Up Payment would be
payable hereunder, and the Executive shall be entitled to settle or contest, as the case
may be, any other issue raised by the Internal Revenue Service or any other taxing
authority. In the event that the Excise Tax is determined to exceed the amount taken into
account hereunder, the Executive shall be entitled to receive an additional Gross-Up
Payment in respect of such excess at the time that the amount of such excess is finally
determined. 



                 
    (d)        
          If, after the receipt by the Executive of a Gross-Up Payment or payment by the
          Company of an amount on the Executive’s behalf pursuant to this Section 18,
          the Executive receives any refund with respect to the Excise Tax to which such
          Gross-Up Payment relates, the Executive shall promptly pay to the Company the
          amount of such refund (together with any interest paid or credited thereon after
          taxes applicable thereto). If, after payment by the Company of an amount on the
          Executive’s behalf pursuant to this Section 18, a determination is made
          that the Executive shall not be entitled to any refund with respect to such
          claim and the Company does not notify the Executive in writing of its intent to
          contest such denial of refund prior to the expiration of 30 days after such
          determination, then the amount of such payment shall offset, to the extent
          thereof, the amount of Gross-Up Payment required to be paid. 


11








                 
    (e)        
          Notwithstanding any other provision of this Section 18, the Company may, in its
          sole discretion, withhold and pay over to the Internal Revenue Service or any
          other applicable taxing authority, for the benefit of the Executive, all or any
          portion of any Gross-Up Payment, and the Executive hereby consents to such
          withholding and payment. 



             
19.        
          Legal Fees and Other Expenses. In the event that a claim for payment or
          benefits under this Agreement or any restricted stock agreement or any other
          compensation arrangement is disputed, or any other disputes arise in respect of
          the Executive’s employment with the Company, the Executive shall be
          reimbursed for all attorney fees and expenses incurred by the Executive in
          pursuing and/or defending any such claim, provided that the Executive
          substantially prevails in respect of the disputed claim. In addition, the
          Executive shall be paid or reimbursed for all legal fees and expenses (not
          exceeding $40,000) incurred by the Executive in connection with the review,
          preparation and negotiation of this Agreement, any restricted stock agreement
          and/or any other agreements or plans referenced herein. 



             
20.        
          Indemnification. The Company agrees that if the Executive is made a party
          or is threatened to be made a party to any action, suit or proceeding, whether
          civil, criminal, administrative or investigative (a
          “Proceeding”), by reason of the fact that he is or was a
          director or officer of the Company and/or any affiliate or is or was serving at
          the request of the Company and/or any Affiliate as a director, officer, member,
          employee or agent of another Company or of a partnership, joint venture, trust
          or other enterprise, including, without limitation, service with respect to
          employee benefit plans, whether or not the basis of such Proceeding is alleged
          action in an official capacity as a director, officer, member, employee or agent
          while serving as a director, officer, member, employee or agent, he shall be
          indemnified and held harmless by the Company to the fullest extent authorized by
          Delaware law, as the same exists or may hereafter be amended, against all costs
          and expenses incurred or suffered by the Executive in connection therewith, and
          such indemnification shall continue as to the Executive even if the Executive
          has ceased to be an officer, director or agent, or is no longer employed by the
          Company and shall inure to the benefit of his heirs, executors and
          administrators. The Company shall provide directors & officers insurance
          coverage for the Executive on the same terms as such insurance coverage is
          provided to members of the Board generally. 



        IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
above written. 


CHAMPPS ENTERTAINMENT, INC.


By:/s/ Donna Depoian


/s/ Michael P. O'Donnell  


12







Exhibit A 


2003 STOCK OPTION AND INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT  



        This
RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), made and entered into as of
the ___ day of _____________, 2005 (the “Grant Date”), by and between Michael
O’Donnell (the “Participant”) and Champps Entertainment, Inc., a Delaware
corporation (the “Company”), sets forth the terms and conditions of a Restricted
Stock Award issued pursuant to the Company’s 2003 Stock Option and Incentive Plan
(the “Plan”) and this Agreement. Any capitalized terms used but not defined
herein shall have the meaning prescribed in the Plan. 



	1.  	  	Grant
and Vesting of Restricted Stock.  







	(a)  	  	Subject
to the provisions of this Agreement and to the provisions of the Plan,
                    the Company hereby grants to the Participant 128,670 shares of
restricted Stock                     (the “Restricted Stock”). The period
during which the Restricted Stock                     is not vested and is subject to
Transfer Restrictions is referred to herein as                     the “Restriction
Period.” The Restricted Stock is granted as of the                     Grant Date
pursuant to the Employment Agreement dated as of March 2, 2005, by
                    and between the Participant and the Company (the “Employment
                    Agreement”).  







	(b)  	  	 Subject to
the terms and conditions of this Agreement, the Restricted Stock
                    shall vest and no longer be subject to any Transfer Restrictions
hereunder on                     the following dates, so long as the Participant has
remained continuously                     employed by the Company from the Effective Date
(as defined in the Employment                     Agreement) through such dates: 








	(i)  	  	as
to 42,890 shares on the first anniversary of the Effective Date;  







	(ii)  	  	as
to an additional 42,890 shares on the second anniversary of the Effective           Date;
and  







	(iii)  	  	as
to an additional 42,890 shares on the third anniversary of the Effective Date.  







	(c)  	  	 In the
event of the (i) Participant’s termination of employment by the Company for a reason other than (x) Cause (as defined in the
Employment Agreement) or (y) due to the Participant’s Disability
(as defined in the Employment Agreement), or (ii) the Participant’s
termination of employment for Good Reason (as defined in the
Employment Agreement), any portion of the  Restricted Stock that has
not vested as of the Participant’s date of termination shall
immediately vest and no longer be subject to any Transfer
Restrictions hereunder.






1








	(d)  	  	In the
event of the termination of Participant’s employment (i) by the
                    Company for Cause or due to the Participant’s Disability, (ii)
due to the                     death of Participant or (iii) by the Participant for any
reason other than Good                     Reason, any portion of the Restricted Stock
that has not vested as of the date                     of the Participant’s date of
termination shall immediately be forfeited. 








	(e)  	  	In the
event of a Change in Control (as defined in the Employment Agreement),
                    any unvested and outstanding portion of the Restricted Stock shall
immediately                     and fully vest and no longer be subject to any Transfer
Restrictions hereunder. 








	(f)  	  	 For purposes
of this Agreement, employment with the Company shall include employment with the Company’s
affiliates and its successors.







	2. 	  	Issuance
of Shares.  







        Certificates
representing the shares of Restricted Stock shall be issued and held by the Company in
escrow and shall remain in the custody of the Company until their delivery to the
Participant or the Participant’s estate pursuant to this Agreement and the Plan.
Subject to Section 8 (pertaining to the withholding of taxes), as soon as practicable
after the restrictions on the Restricted Stock expire (provided there has been no prior
forfeiture of the Restricted Stock pursuant to the terms of this Agreement and the Plan),
the Company shall issue (or cause to be delivered) to the Participant one or more
unlegended stock certificates in respect of the Restricted Stock. The shares of Common
Stock issued pursuant to this Agreement shall be registered on a Registration Statement on
Form S-8 (or other available form). 



	3. 	  	Nontransferability
of the Restricted Stock.  







        Prior
to the vesting date thereof, the Restricted Stock shall not be transferable by the
Participant, directly or indirectly, by means of sale, assignment, exchange,
hypothecation, encumbrance, pledge or otherwise (such restrictions, the “Transfer
Restrictions”). 



	4. 	  	Rights
as a Stockholder.  







        Except
as otherwise specifically provided in this Agreement and the Plan, during the Restriction
Period the Participant shall have all the rights of a stockholder with respect to the
Restricted Stock, including without limitation the right to vote the Restricted Stock and
the right to receive any dividends with respect thereto. 



	5. 	  	Adjustments.  







        In
the event of a change in corporate capitalization (including, without limitation, a change
in the number of shares of Common Stock outstanding), such as a stock split or a corporate
transaction such as a merger, consolidation, separation, spin-off (or other distribution
of stock or property of the Company), any reorganization or any partial or complete
liquidation of the Company, the shares of Restricted Stock granted hereby shall be treated
in the same manner as other shares of Common Stock. 


2








	6. 	  	Payment
of Transfer Taxes, Fees and Other Expenses.  







        The
Company agrees to pay any and all original issue taxes and stock transfer taxes that may
be imposed on the issuance of shares received by the Participant in connection with the
Restricted Stock, together with any and all other fees and expenses necessarily incurred
by the Company in connection therewith. 



	7. 	  	Validity
of Share Issuance.  







        The
shares of Restricted Stock have been duly authorized by all necessary corporate action of
the Company and are validly issued, fully paid and non-assessable. 



	8. 	  	Taxes
and Withholding.  







        No
later than the date as of which an amount first becomes includible in the gross income of
the Participant for federal income tax purposes with respect to any Restricted Stock, the
Participant shall pay to the Company, or make arrangements satisfactory to the Company
regarding the payment of, all federal, state, local and foreign taxes that are required by
applicable laws and regulations to be withheld with respect to such amount. The Executive
may direct the Company to deduct any such taxes from the delivery of the Restricted Stock
that gives rise to the withholding requirement. 



	9. 	  	Notices.  







        All
notices and other communications under this Agreement shall be in writing and shall be
given by hand delivery to the other party or overnight courier, or registered or certified
mail, return receipt requested, postage prepaid, addressed as follows: 



	(a)  	  	 if
to the Participant, to the address last provided by the Participant to the
               Company’s Human Resources Department;  








with a copy to 




;Stephen
W. Skonieczny, Esq.

Dechert LLP

30 Rockefeller Plaza

New York, New York 10112 


3








	(b) 	  	if
to the Company:  






Champps Entertainment, Inc.

10375 Park Meadows Drive, Suite 560

Littleton, CO 80124

Attention:General Counsel &Director of Human Resources




	10. 	  	Laws
Applicable to Construction.  







        The
interpretation, performance and enforcement of this Agreement shall be governed by the
laws of the State of Delaware without reference to principles of conflict of laws, as
applied to contracts executed in and performed wholly within the State of Delaware. 



	11. 	  	Successors,
Assigns and Transferees.  







        This
Agreement shall be binding upon, and inure to the benefit of, the parties hereto and each
of their respective successors and assigns (including, upon the death of the Participant,
the Participant’s estate). 




	12.  	  	Administration.  







        The
authority to manage and control the operation and administration of this Agreement shall
be vested in the Committee, and the Committee shall have all powers with respect to this
Agreement as it has with respect to the Plan; provided that nothing herein or in the Plan
shall prevent the Participant from contesting any interpretation or determination made by
the Committee. 



	13. 	  	Incorporation
of Plan.  







        Subject
to the limitations contained in Section 12 of this Agreement, all terms and conditions of
the Plan are incorporated herein and made part hereof as if stated herein; provided that
the Company may not terminate this Agreement pursuant to Section 3(c)(ii) of the Plan
on or prior to the third anniversary of the Effective Date. The Participant may obtain a
copy of the Plan from the office of the Director of Human Resources of the Company. 



	14. 	  	Not
an Employment Contract.  







        Neither
this Agreement nor the issuance of any Restricted Stock shall confer on the Participant
any right with respect to continuance of employment or other service with the Company or
any Subsidiary, nor shall they interfere in any way with any right the Company or any
Subsidiary would otherwise have to terminate or modify the terms of the Participant’s
employment or other service at any time. 




	15.  	  	Integration.  







        This
Agreement and the other documents referred to herein, including without limitation the
Plan and the Employment Agreement, or delivered pursuant hereto, which form a part hereof
contain the entire understanding of the parties with respect to their subject matter.
There are no restrictions, agreements, promises, representations, warranties, covenants or
undertakings with respect to the subject matter hereof other than those expressly set
forth herein. This Agreement, including without limitation the Plan, supersedes all prior
agreements and understandings between the parties with respect to its subject matter. 


4









	16.  	  	Counterparts.  







        This
Agreement may be executed in two or more counterparts, each of which shall be deemed an
original, but which together constitute one and the same instrument. Notwithstanding the
foregoing, any duly authorized officer of the Company may execute this Agreement by
providing an appropriate facsimile signature, and any counterpart or amendment hereto
containing such facsimile signature shall for all purposes be deemed an original
instrument duly executed by the Company. 




	17.  	  	Modification;
Waiver.  







        No
provision of this Agreement may be amended, modified, or waived unless such amendment or
modification is agreed to in writing and signed by the Participant and by a duly
authorized officer of the Company, and such waiver is set forth in writing and signed by
the party to be charged. No waiver by either party hereto at any time of any breach by the
other party hereto of any condition or provision of this Agreement to be performed by such
other party shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. 



        IN
WITNESS WHEREOF, the Participant has executed this Agreement on the Participant’s own
behalf, thereby representing that the Participant has carefully read and understands this
Agreement and the Plan as of the day and year first written above, and the Company has
caused this Agreement to be executed in its name and on its behalf, all as of the date
first written above. 


By:__________________________

Name: 
  


CHAMPPS ENTERTAINMENT,INC.

By: ___________________________

Name: 

Title: 


5







Exhibit B 


2003 STOCK OPTION AND INCENTIVE PLAN 

RESTRICTED STOCK AWARD AGREEMENT




        This
RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), made and entered into as of
the ___ day of ___________, 2005 (the “Grant Date”), by and between Michael
O’Donnell (the “Participant”) and Champps Entertainment, Inc., a Delaware
corporation (the “Company”), sets forth the terms and conditions of a Restricted
Stock Award issued pursuant to the Company’s 2003 Stock Option and Incentive Plan
(the “Plan”) and this Agreement. Any capitalized terms used but not defined
herein shall have the meaning prescribed in the Plan. 



	1.  	  	Grant and
Vesting of Restricted Stock.







	(a)  	  	Subject to
the provisions of this Agreement and to the provisions of the Plan,
                    the Company hereby grants to the Participant 386,010 shares of
restricted Stock                     (the “Restricted Stock”). The period
during which the Restricted Stock                     is not vested and is subject to
Transfer Restrictions is referred to herein as                     the “Restriction
Period.” The Restricted Stock is granted as of the                     Grant Date
pursuant to the Employment Agreement dated as of March 2, 2005, by
                    and between the Participant and the Company (the “Employment
                    Agreement”).







	(b)  	  	Subject to
the terms and conditions of this Agreement, the Restricted Stock
                    shall vest and no longer be subject to any Transfer Restrictions
hereunder on                     the following dates, so long as the Participant has
remained continuously                     employed by the Company from the Effective Date
(as defined in the Employment                     Agreement) through the seventh
anniversary of the Grant Date; provided that:







	(i)  	  	 if,
while the Participant is employed by the Company, the average of the market
                    price (as defined below) of a share of Stock for all of the trading
days                     occurring during any 60-day period ending on or before the
second anniversary of                     the Effective Date is $[1] or higher
(the “First Target”),                     24,126 shares of Restricted Stock
shall vest and no longer be subject to any                     Transfer Restrictions
hereunder at the end of each of the first seven calendar                     quarters
ending after the end of such 60-day period and 24,123 shares of
                    Restricted Stock shall vest and no longer be subject to any Transfer
                    Restrictions hereunder at the end of the eighth calendar quarter
ending after                     the end of such 60-day period, in each case, if the
Participant remains                     continuously employed by the Company from the
Effective Date through each such                     vesting date; and  






1








	(ii)  	  	 if,
while the Participant is employed by the Company, the average of the market
                    price of a share of Stock for the trading days occurring during any
60 day                     period ending on or before the third anniversary of the
Effective Date is                     $[2] or higher (the “Second Target”),
24,126 shares of                     Restricted Stock shall vest and no longer be subject
to any Transfer                     Restrictions hereunder at the end of each of the
first seven calendar quarters                     ending after the end of such 60-day
period and 24,123 shares of Restricted Stock                     shall vest and no longer
be subject to any Transfer Restrictions hereunder at                     the end of the
eighth calendar quarter ending after the end of such 60-day                     period,
in each case, if the Participant remains continuously employed by the
                    Company from the Effective Date through each such vesting date.  







	(iii)  	  	 For
purposes of Clauses (ii) and (iii) above, “market price” means the
                    average of the high and low sales prices for a share of Stock on a
particular                     trading day, as reported by the principal exchange (which
for this purpose may                     include the Nasdaq) on which the Stock is listed
for trading or if the Stock is                     not so listed, “market price” shall
mean “Fair Market Value”                    as determined under the Plan.  







	(c)  	  	 In the
event of (i) the Participant’s termination of employment by the
                    Company for a reason other than (x) Cause (as defined in the
Employment                     Agreement) or (y) due to the Participant’s Disability
(as defined in the                     Employment Agreement) or (ii) the Participant’s
termination of employment                     for Good Reason (as defined in the
Employment Agreement), any portion of the                     Restricted Stock that has
not vested as of the Participant’s date of                     termination shall
immediately be forfeited; provided that if the First Target or                     Second
Target has been attained on or before the Participant’s date of
                    termination, any Shares of unvested Restricted Stock that are subject
to vesting                     under Section 1(b)(i) (if, and only if, the First Target
has been achieved) or                     Section 1(b)(ii) (if, and only if, the Second
Target has been achieved) above,                     shall immediately vest and no longer
be subject to any Transfer Restrictions                     hereunder. For purposes of
this Section 1(c), (i) the First Target shall be                     deemed to have been
achieved as of the Participant’s date of termination                     if, on the
last trading day before the Participant’s date of termination,
                    the closing price of a share of Stock as reported by the principal
exchange on                     which the Stock is traded was $[3] or higher
and (ii) the Second                     Target shall be deemed to have been achieved as
of the Participant’s date                     of termination if, on the last trading
day before the Participant’s date of                     termination, the closing
price of a share of Stock as reported by the principal                     exchange on
which the Stock is traded was $[4] or higher.






2








	(d)  	  	 In the
event of the Participant’s termination of employment by the Company
                    for Cause, or by the Participant for any reason other than Good
Reason, any                     portion of the Restricted Stock that has not vested as of
the date of the                     Participant’s date of termination shall
immediately be forfeited.








	(e)  	  	 In the
event of the Participant’s termination of employment due to death
                    or by the Company due to the Participant’s Disability, any
portion of the                     Restricted Stock that has not vested as of the
Participant’s date of                     termination shall be forfeited on the 60th
day following the Participant’s                     date of termination; provided
that if the First Target or Second Target has been                     attained on or
before the Participant’s date of termination or within the                     60
day period immediately following the Participant’s date of termination,
                    any Shares of unvested Restricted Stock that are subject to vesting
under                     Section 1(b)(i) (if, and only if, the First Target has been
achieved) and/or                     Section 1(b)(ii) (if, and only if, the Second Target
has been achieved) above,                     shall immediately vest and no longer be
subject to any Transfer Restrictions                     hereunder. 







	(f)  	  	 If the
First Target or Second Target has been achieved as of the date of a
                    Change in Control (as defined in the Employment Agreement), any
Shares of                     unvested Restricted Stock that are subject to vesting under
Section 1(b)(i) (if,                     and only if, the First Target has been achieved)
or 1(b)(ii) (if, and only if,                     the Second Target has been achieved)
above, shall immediately vest and no longer                     be subject to any
Transfer Restrictions hereunder. For purposes of this Section                     (f),
(i) the First Target shall be deemed to have been achieved as of the date
                    of a Change in Control if the per share consideration for a share of
Stock paid                     to Company stockholders in connection with a Change in
Control exceeds the First                     Target and (ii) the Second Target shall be
deemed to have been achieved as of                     the date of a Change in Control if
the per share consideration for a share of                     Stock paid to Company
stockholders in connection with a Change in Control                     exceeds the
Second Target . 







	(g)  	  	For purposes
of this Agreement, employment with the Company shall include
                    employment with the Company’s affiliates and its successors. 








	2. 	  	Issuance
of Shares.  






3








        Certificates
representing the shares of Restricted Stock shall be issued and held by the Company in
escrow and shall remain in the custody of the Company until their delivery to the
Participant or the Participant’s estate pursuant to this Agreement and the Plan.
Subject to Section 8 (pertaining to the withholding of taxes), as soon as practicable
after the restrictions on the Restricted Stock expire (provided there has been no prior
forfeiture of the Restricted Stock pursuant to the terms of this Agreement and the Plan),
the Company shall issue (or cause to be delivered) to the Participant one or more
unlegended stock certificates in respect of the Restricted Stock. The shares of Common
Stock issued pursuant to this Agreement shall be registered on a Registration Statement on
Form S-8 (or other available form). 



	3. 	  	Nontransferability
of the Restricted Stock.  







        Prior
to the vesting date thereof, the Restricted Stock shall not be transferable by the
Participant, directly or indirectly, by means of sale, assignment, exchange,
hypothecation, encumbrance, pledge or otherwise (such restrictions, the “Transfer
Restrictions”). 



	4. 	  	Rights
as a Stockholder.  







        Except
as otherwise specifically provided in this Agreement and the Plan, during the Restriction
Period the Participant shall have all the rights of a stockholder with respect to the
Restricted Stock, including without limitation the right to vote the Restricted Stock and
the right to receive any dividends with respect thereto. 



	5. 	  	Adjustments.  







        In
the event of a change in corporate capitalization (including, without limitation, a change
in the number of shares of Common Stock outstanding), such as a stock split or a corporate
transaction such as a merger, consolidation, separation, spin-off (or other distribution
of stock or property of the Company), any reorganization or any partial or complete
liquidation of the Company, the shares of Restricted Stock granted hereby shall be treated
in the same manner as other shares of Common Stock. 



	6. 	  	Payment
of Transfer Taxes, Fees and Other Expenses.  







        The
Company agrees to pay any and all original issue taxes and stock transfer taxes that may
be imposed on the issuance of shares received by the Participant in connection with the
Restricted Stock, together with any and all other fees and expenses necessarily incurred
by the Company in connection therewith. 



	7. 	  	Validity
of Share Issuance.  







        The
shares of Restricted Stock have been duly authorized by all necessary corporate action of
the Company and are validly issued, fully paid and non-assessable. 



	8. 	  	Taxes
and Withholding.  







        No
later than the date as of which an amount first becomes includible in the gross income of
the Participant for federal income tax purposes with respect to any Restricted Stock, the
Participant shall pay to the Company, or make arrangements satisfactory to the Company
regarding the payment of, all federal, state, local and foreign taxes that are required by
applicable laws and regulations to be withheld with respect to such amount. The
Participant may direct the Company to deduct any such taxes from the delivery of the
Restricted Stock that gives rise to the withholding requirement. 


4








	9. 	  	Notices.  







        All
notices and other communications under this Agreement shall be in writing and shall be
given by hand delivery to the other party or overnight courier, or registered or certified
mail, return receipt requested, postage prepaid, addressed as follows: 



	(a)  	  	if  to
the Participant, to the address last provided by the Participant to the
                    Company’s Human Resources Department;








with
a copy to: 




Stephen W. Skonieczny, Esq.

Dechert LLP

30 Rockefeller Plaza

New York, New York 10112



	(b) 	  	if
to the Company:  








Champps Entertainment, Inc.

10375 Park Meadows Drive, Suite 560

Littleton, CO 80124

Attention: General Counsel &Director of Human Resources 



	10. 	  	Laws
Applicable to Construction.  







        The
interpretation, performance and enforcement of this Agreement shall be governed by the
laws of the State of Delaware without reference to principles of conflict of laws, as
applied to contracts executed in and performed wholly within the State of Delaware. 



	11. 	  	Successors,
Assigns and Transferees.  







        This
Agreement shall be binding upon, and inure to the benefit of, the parties hereto and each
of their respective successors and assigns (including, upon the death of the Participant,
the Participant’s estate). 




	12.  	  	Administration.  







        The
authority to manage and control the operation and administration of this Agreement shall
be vested in the Committee, and the Committee shall have all powers with respect to this
Agreement as it has with respect to the Plan; provided that nothing herein or in the Plan
shall prevent the Participant from contesting any interpretation or determination made by
the Committee. 


5








	13. 	  	Incorporation
of Plan.  







        Subject
to the limitations contained in Section 12 of this Agreement, all terms and conditions of
the Plan are incorporated herein and made part hereof as if stated herein; provided that
the Company may not terminate this Agreement pursuant to Section 3(c)(ii) of the Plan
before the later of (i) the day after the third anniversary of the Effective Date or (ii)
with respect to shares of Restricted Stock that have become subject to vesting under
Section 1(b)(i) or Section 1(b)(ii), the date such shares are either fully vested or
forfeited, in each case, in accordance with the terms of this Agreement. The Participant
may obtain a copy of the Plan from the office of the Director of Human Resources of
the Company. 



	14. 	  	Not
an Employment Contract.  







        Neither
this Agreement nor the issuance of any Restricted Stock shall confer on the Participant
any right with respect to continuance of employment or other service with the Company or
any Subsidiary, nor shall they interfere in any way with any right the Company or any
Subsidiary would otherwise have to terminate or modify the terms of the Participant’s
employment or other service at any time. 




	15.  	  	Integration.  







        This
Agreement and the other documents referred to herein, including without limitation the
Plan and the Employment Agreement, or delivered pursuant hereto, which form a part hereof
contain the entire understanding of the parties with respect to their subject matter.
There are no restrictions, agreements, promises, representations, warranties, covenants or
undertakings with respect to the subject matter hereof other than those expressly set
forth herein. This Agreement, including without limitation the Plan, supersedes all prior
agreements and understandings between the parties with respect to its subject matter. 




	16.  	  	Counterparts.  







        This
Agreement may be executed in two or more counterparts, each of which shall be deemed an
original, but which together constitute one and the same instrument. Notwithstanding the
foregoing, any duly authorized officer of the Company may execute this Agreement by
providing an appropriate facsimile signature, and any counterpart or amendment hereto
containing such facsimile signature shall for all purposes be deemed an original
instrument duly executed by the Company. 



	17. 	  	Modification;
Waiver.  







        No
provision of this Agreement may be amended, modified, or waived unless such amendment or
modification is agreed to in writing and signed by the Participant and by a duly
authorized officer of the Company, and such waiver is set forth in writing and signed by
the party to be charged. No waiver by either party hereto at any time of any breach by the
other party hereto of any condition or provision of this Agreement to be performed by such
other party shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. 


6








        IN WITNESS WHEREOF, the Participant
has executed this Agreement on the Participant’s own behalf, thereby representing
that the Participant has carefully read and understands this Agreement and the Plan as of
the day and year first written above, and the Company has caused this Agreement to be
executed in its name and on its behalf, all as of the date first written above. 


By:  


CHAMPPS ENTERTAINMENT, INC.

By:___________________________ 



7







Exhibit C 


FORM OF RELEASE AGREEMENT 



        I,
Michael O’Donnell, have agreed to execute and be bound by this Release in exchange
for the assumption by Champps Entertainment, Inc. (the “Company”) of the
additional severance payment and benefit obligations provided for in my Employment
Agreement with the Company, dated _________ _____, 2005 (the “Employment
Agreement”) upon the termination of my employment with the Company effective [Month
Day, Year]. I understand that the terms of the Employment Agreement and my eligibility for
the additional payments and benefits to be paid thereunder are expressly contingent upon
my executing, delivering and not revoking this Release. Under the terms of this Release, I
am waiving any rights to bring claims against the Company and any affiliates thereto and
against various other persons with respect to my employment, the cessation of my
employment or otherwise, except as specifically and expressly allowed by this Release.
This is a legally binding document. I WILL NOT SIGN THIS RELEASE UNLESS I THOROUGHLY
UNDERSTAND IT. 



        1.
        In
exchange for the agreement of the Company to make certain payments and provide certain
benefits that I would not otherwise be entitled to pursuant to the Employment Agreement, I
hereby release the Company and all of its past and/or present subsidiaries, divisions and
affiliates, and their officers, directors, stockholders, partners, trustees, employees,
agents, representatives, administrators, attorneys, insurers, fiduciaries, successors and
assigns, in their individual and/or representative capacities (collectively referred to as
“the Releasees”), from any and all causes of action, suits, agreements,
promises, damages, disputes, controversies, contentions, differences, judgments, claims
and demands of any kind whatsoever (“Claims”) that I or my heirs, executors,
administrators, successors and assigns ever had, now have or may have against the
Releasees, whether known or unknown to me, by reason of my employment and/or the cessation
of my employment with the Company, or otherwise involving facts that occurred on or prior
to the date that I have signed this Release, including, without limitation, any and all
Claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in
Employment Act of 1967 (including the Older Workers Benefit Protection Act), the Civil
Rights Acts of 1866 and 1871, the Civil Rights Act of 1991, the Fair Labor Standards Act,
the Equal Pay Act, the Employee Retirement Income Security Act of 1975, the Americans with
Disabilities Act, the Family and Medical Leave Act of 1993, the New York State and New
York City Human Rights Laws, the New York Labor Laws [INSERT OTHER APPLICABLE FEDERAL AND
STATE LAWS] and any and all other federal, state or local laws, statutes, rules and
regulations pertaining to employment, as well as any and all Claims under federal and
state contract or tort law. However, I am not releasing any Claims (i) for the benefits
described in the Employment Agreement, (ii) regarding any right I may have under any
benefit plan or program maintained by the Company, (iii) regarding any rights for
indemnification I may have under the Employment Agreement, (iv) regarding any rights I may
have under any directors’ and officers’ insurance policies maintained by the
Company or (v) regarding any rights I may have under any Restricted Stock Agreement with
the Company (collectively, the “Excluded Claims”). 


1








        2.
        I
represent that I have not filed, and will not hereafter file, any lawsuit against the
Releasees relating to my employment and/or cessation of employment with the Company, or
otherwise involving facts that occurred on or prior to the date that I have signed this
Release, other than with respect to any Excluded Claims. 



        
3.        I
understand and agree that if I commence, continue, join in, or in any other manner attempt
to assert any Claim (other than with respect to any Excluded Claims) released herein
against the Releasees, or otherwise violate the terms of this Release, I agree to
reimburse the Releasees for all attorneys’ fees and expenses incurred by any of them
in defending against such a lawsuit, provided that the right of the Releasees to receive
the foregoing payments is without prejudice to their other rights hereunder, including any
waiver and release of any and all Claims (other than the Excluded Claims) against the
Releasees. 



        
4.        I
understand and agree that the Company’s payments to me and my signing of this Release
do not in any way indicate that I have any viable Claims against the Releasees or that any
of the Releasees admits any liability to me whatsoever. 



        
5.        I
agree to keep the terms of this Release in strict confidence, except where necessary to
comply with or enforce this Release or as may be required by any applicable law,
regulation or judicial process. Notwithstanding the foregoing, I understand that I may
disclose the terms of this Release and provide a copy hereof to my immediate family and my
financial and legal advisors. 



        
6.        I
understand that if any provision of this Release or my compliance with any provision of
this Release constitutes a violation of any law, or is or becomes unenforceable or void,
then such provision, to the extent only that it is in violation of law, unenforceable or
void, will be deemed modified to the extent necessary so that it is no longer in violation
of law, unenforceable or void, and such provision will be enforced to the fullest extent
permitted by law. If such modification is not possible, such provision, to the extent that
it is in violation of law, unenforceable or void, will be deemed severable from the
remaining provisions of this Release, which provisions will remain binding on me. 



        
7.        I
have read this Release carefully, have been given at least twenty-one (21) days to
consider all of its terms, have been advised to consult with an attorney and any other
advisors of my choice, and fully understand that by signing below I am giving up any right
that I may have to sue or bring any Claims (other than the Excluded Claims) against the
Releasees. I have not been forced or pressured in any manner whatsoever to sign this
Release, and I agree to all of its terms voluntarily. 



        
8.        I
understand that I have seven (7) days from the date I have signed this Release below to
revoke my signature, that this Release will not become effective until the eighth (8th)
day following the date that I have signed this Release, and that if I revoke my signature,
I will not be entitled to any benefits from the Company under the Employment Agreement.
[TO BE MODIFIED TO REFLECT ANY CHANGES IN LAW AFTER THE EFFECTIVE DATE OF THE EMPLOYMENT
AGREEMENT]. 


2








        
9.        I understand and agree that this
Release will be governed by the law of the State of Delaware, to the extent not preempted
by federal law. 


By:____________________________


Dated:  


3









	1 	200%
of the average “market price” for all of the trading days occurring during the
60-day period immediately preceding the Effective Date (the “Base Average Market
Price”).  







	2  	 300%
of Base Average Market Price.  







	3  	190%
of the Base Average Market Price.  







	4  	280%
of the Base Average Market Price.