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                                                                  EXHIBIT 10.3.5


                           BUILD-A-BEAR WORKSHOP, INC.
                           RESTRICTED STOCK AGREEMENT


                  THIS AGREEMENT, made as of the ____ day of __________, ____ by
and between Build-A-Bear Workshop, Inc., a Delaware corporation (hereinafter
called the "Company"), and _________________________________ (hereinafter called
the "Director");

                  WITNESSETH THAT:

                  WHEREAS, the Board of Directors of the Company ("Board of
Directors") desires to benefit Build-A-Bear Workshop, Inc. ("Company") by
increasing motivation on the part of ________________________, an outside
director of the Company ("Director"), who is materially important to the
Company, by creating an incentive to remain as an outside director of the
Company and to work to the very best of the Director's abilities; and

                  WHEREAS, to further this purpose, the Company desires to make
a restricted stock award to the Director for ________________ (__________)
shares under the terms of the Build-A-Bear Workshop, Inc. 2004 Stock Incentive
Plan ("Plan"):

                  NOW, THEREFORE, in consideration of the premises, and of the
mutual agreements hereinafter set forth, it is covenanted and agreed as follows:

                  1.       Terms of Award. Pursuant to action of the Committee
(as defined in Section 5 of the Plan), which action was taken on ______________,
200_ ("Date of Award"), the Company awards to the Director _________________
(_________) shares of the common stock of the Company, of the par value of $0.01
per share ("Common Stock"); provided, however, that the shares hereby awarded
are nontransferable by the Director during the period described below and are
subject to the risk of forfeiture described below. Prior to the time shares
become transferable, the shares of Restricted Stock shall bear a legend
indicating their nontransferability, and, if the Director terminates service as
an outside director of the Company prior to the time a restriction lapses, the
Director shall forfeit any shares of Restricted Stock which are still subject to
the restrictions at the time of termination of such service.

                  On the date ending six (6) months after the Date of Award, one
hundred percent (100%) of the shares of Restricted Stock shall become
transferable by the Director if the Director is still an outside director, and
has been continuously serving as such a director during such six (6)-month
period, of the Company on such date. If on the date ending six (6) months after
the Date of Award, the Director is not serving as an outside director of the
Company, all of the shares of Restricted Stock shall be forfeited by the
Director.

                  Notwithstanding the foregoing, in the event of a Change of
Control (as defined in the Plan), all previously granted shares of Restricted
Stock not yet free of the restrictions of this Section 1 shall become
immediately free of such restrictions.


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                  2.       Death of the Director. In the event of the death of
the Director, 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 the Fair Market Value (as described in the
Plan) of such shares determined as of the Date of Award.

                  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 Director.

                  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 Directors 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 Director 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
Director hereby acknowledges receipt of a copy of the Plan and agrees to be
bound by all the terms and provisions thereof. Terms not defined herein shall
have the meaning ascribed thereto in the Plan. The Committee referred to in
Section 5 of the Plan and in this Agreement has been appointed by the Board of
Directors and designated by it, as the Committee to make grants of restricted
stock.


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                  IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed on its behalf, and the Director has signed this Agreement to
evidence the Director's acceptance of the terms hereof, all as of the date first
above written.

                                    BUILD-A-BEAR WORKSHOP, INC.


                                    By:
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                                    DIRECTOR


                                    -------------------------------------------
                                    Name:


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