Form of Restricted Stock Agreement



 Exhibit 10.1 
 RESTRICTED STOCK AGREEMENT 
 This Agreement is made and entered into as of
                     (the “Grant Date”) by and between McCormick & Schmick’s Seafood Restaurants, Inc., a Delaware
corporation (the “Company”) and                      (the “Employee”). 
 RECITALS 
 A. To attract and retain
the services of selected employees , the Board of Directors of the Company (the “Board”) has adopted the 2004 Stock Incentive Plan (the “Incentive Plan”). 
 B. Under the Incentive Plan, the Compensation Committee of the Board (the “Committee”) may make restricted awards of the Company’s common
stock subject to terms, conditions, and restrictions determined by the Committee. 
 C. The Committee considers it in the Company’s best
interest to award Employee a restricted stock grant to enhance the Company’s ability to retain Employee’s services and to provide an additional incentive for Employee to exert the Employee’s best efforts on behalf of the Company.

 D. Employee accepts the restricted stock award on the terms and conditions contained in this Agreement and in the Incentive Plan.

 AGREEMENT 
 1. Award
of Restricted Stock. Pursuant to Section 8 of the Incentive Plan, the Committee awards to Employee                      shares of the
Company’s fully paid and nonassessable Common Shares as a restricted stock grant (the “Restricted Stock”). All of the Restricted Stock is subject to the length of service restrictions set forth in Section 2. 
 2. Length of Service Restrictions. All of the Restricted Stock shall initially be subject to forfeiture to the Company. All or a portion of the
Restricted Stock shall be automatically forfeited to the Company if Employee’s employment by the Company terminates for any reason, including termination with or without cause or retirement, as follows: 
  

				
	 Employment Termination Prior To
	  	Portion of
Restricted Stock
Subject to
Forfeiture	 
	 First Anniversary of Grant Date
	  	100	%
	 Second Anniversary of Grant Date
	  	66.67	%
	 Third Anniversary of Grant Date
	  	33.33	%

 For purposes of this Agreement, a person is considered to be employed by the Company if the person
is employed by any entity that is either the Company or a parent or subsidiary of the Company. Notwithstanding the foregoing, the possibility of forfeiture of the Restricted Stock established above 

  

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shall lapse in its entirety if Employee’s employment terminates because of the death or total disability, as defined in the Incentive Plan, of the
Employee. 
 3. Certain Transactions. Notwithstanding any other provision in this Agreement, in the event of a merger, consolidation,
plan of exchange, acquisition of property, or stock, split-up, split-off, spin-off, reorganization or liquidation to which the Company is a party or any sale, lease, exchange or other transfer (in one transaction or a series of related transactions)
of all, or substantially all, of the assets of the Company (each, a “Transaction”), the Company shall, by action of the Board of Directors, in its sole discretion and to the extent possible under the structure of the Transaction, select
one of the following alternatives: 
 (i) The Restricted Stock shall remain outstanding and the terms of this Agreement shall
remain in effect in accordance with its terms. 
 (ii) The Restricted Stock, to the extent then still subject to the length of
service forfeiture restrictions, shall be forfeited to the Company at the closing of the Transaction. 
 (iii) The Restricted
Stock shall be converted into restricted stock of one or more of the corporations that are the surviving or acquiring corporations in the Transaction. The amount and type of converted restricted stock shall be determined by the Company, taking into
account the relative values of the companies involved in the Transaction and the exchange rate, if any, used in determining shares of the surviving corporation(s) to be held by holders of shares of the Company following the Transaction. Unless
otherwise determined by the Company, by action of the Board of Directors, the converted restricted stock shall continue to be subject to the forfeiture provisions applicable to the Restricted Stock at the time of the Transaction. 
 4. Share Issuance and Dividends; No Transfers. Restricted Stock shall be issued as soon as practicable after the effective date of this Agreement
in the name of the Employee and may be certificated or uncertificated. To facilitate the cancellation of Restricted Stock upon forfeiture, Employee shall execute a stock power upon request, endorsed in blank, covering all Restricted Stock and
deliver it to the Company. Certificates, if any, and corresponding stock powers shall be held by the Company or its designee until the possibility of forfeiture has lapsed. Upon the lapse of forfeiture restrictions with respect to all or a portion
of the Restricted Stock, certificates representing such shares shall be delivered to the registered owner as soon as practicable, subject to any applicable withholding. If forfeiture occurs, the certificates covering the forfeited shares, if any,
shall be promptly cancelled by the Company. While the shares of Restricted Stock are subject to forfeiture, Employee will be entitled to receive cash dividends declared on the Restricted Stock, if any, and will be able to exercise voting and other
shareholder rights. Shares for any stock dividends shall also be held in accordance with this Section. If forfeiture occurs, Employee shall have no right to receive retained stock dividends with respect to Restricted Stock that is forfeited. No
interest in any Restricted Stock may be transferred voluntarily or by operation of law until the possibility of forfeiture lapses. The registered owner to whom a certificate is delivered pursuant to this Section shall be Employee, unless Employee is
not living, in which case the owner shall be the person or persons establishing rights of ownership by will or under the laws of descent and distribution. 
  

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 5. Taxes. Employee is advised that any income recognized as a result of receiving the Restricted
Stock will be treated as ordinary compensation income subject to federal, state and local income, employment and other tax withholding. Employee is advised that if he or she makes an election under Section 83(b) of the Internal Revenue Code of
1986 with respect to some or all of the Restricted Stock, Employee will recognize ordinary compensation income at the time of the Restricted Stock award in an amount equal to the fair market value of the Restricted Stock on that date. If Employee
does not make a Section 83(b) election, Employee will recognize ordinary compensation income (i) at the time or times any portion of the Restricted Stock vests in accordance with Section 2 of this Agreement, in an amount equal to the
fair market value of that Restricted Stock on the vesting date, and (ii) in connection with the payment of any cash dividends on the Restricted Stock while the Restricted Stock is unvested. Prior to or concurrently with the acceptance by the
Company of a Section 83(b) election for the Restricted Stock or delivery to Employee of the certificates representing the Restricted Stock, Employee shall pay to Company the amount necessary to satisfy all applicable federal, state and local
tax withholding requirements arising in connection with Employee’s receipt of the Restricted Stock, including any amounts required to be withheld at the time any portion of the Restricted Stock vests in accordance with Section 2 of this
Agreement. Employee shall pay these amounts in cash or, at the election of the Employee, by surrendering to Company for cancellation (i) Restricted Stock (except in the case of withholding due in connection with a Section 83(b) election)
or (ii) other shares of Company Common Stock held for at least six months, in each case valued at the closing market price for the Company Common Stock on the last trading day preceding the date of Employee’s election to surrender such
shares. If additional withholding becomes required beyond any amount paid before delivery of the certificates representing the Restricted Stock, Employee shall pay such amount to Company upon demand. If shareholder fails to pay any amount demanded,
Company shall have the right to withhold such amount from other amounts payable by Company to the Employee, including salary, subject to applicable law. Employee is advised that to be valid a Section 83(b) election must be filed with the
Internal Revenue Service within 30 days of the date of the Restricted Stock award, a copy of the election must be provided to the Company, and a copy of the election must be attached to the Employee’s federal (and possibly state) income tax
return for the year of the election. Employee acknowledges that if he or she chooses to make a Section 83(b) election, it is Employee’s sole responsibility, and not Company’s, to make a valid and timely election. Employee is
encouraged to review the Federal Income Tax Consequences portion of the Company’s 2004 Stock Incentive Plan Prospectus and to consult Employee’s personal tax advisor regarding the advisability of making a Section 83(b) election with
respect to the Restricted Stock.  
 IRS Circular 230 notice: Any tax advice contained herein was not intended or written to be used, and cannot be
used, by Employee or any other person (i) in promoting, marketing or recommending any transaction, plan or arrangement or (ii) for the purpose of avoiding penalties that may be imposed under federal tax law. 
 6. Additional Common Shares of the Company. If, during the period when any of the Restricted Stock is subject to forfeiture, the outstanding
Common Shares are increased as a result of a stock dividend or stock split, the restrictions and other provisions of this Agreement shall apply to any such additional shares which are issued in respect of any Restricted Stock to the same extent as
such restrictions and other provisions apply to the Restricted Stock. 
  

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 7. Restrictive Legend; Stop Transfer. Certificates for shares issued under this Agreement may bear
the following legend: 
 “The shares represented by this certificate are subject to a Restricted Stock Agreement between the registered
owner and McCormick & Schmick’s Seafood Restaurants, Inc. materially restricting the transferability of the shares. A copy of the agreement is on file with the Secretary of McCormick & Schmick’s Seafood Restaurants,
Inc.” 
 If shares of Restricted Stock are uncertificated, the Company may issue a stop transfer order with respect to, or otherwise
make adequate provision to restrict the transferability of, the Restricted Stock. 
 8. Not a Contract of Employment. This Agreement
shall not be construed as a contract of employment between the Company and Employee and nothing contained in this Agreement or in the Incentive Plan shall confer upon Employee any right to be continued in the employment of the Company or any
subsidiary or to interfere in any way with the right of the Company or any subsidiary by whom Employee is employed to terminate the Employee’s employment at any time for any reason, with or without cause, or to decrease Employee’s
compensation or benefits. 
 9. Electronic Delivery. Employee consents to the electronic delivery of any prospectus and any other
documents relating to this award in lieu of mailing or other form of delivery. 
  

			
	McCORMICK & SCHMICK’S SEAFOOD RESTAURANTS, INC.
		
	 By:
	 	  
	 Signature:
	 	  
	 Title:
	 	  


  

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 AGREEMENT AND STOCK ASSIGNMENT 
 FOR VALUE RECEIVED, the undersigned sells, assigns, and transfers to McCormick & Schmick’s Seafood Restaurants, Inc. (the
“Company”)                      shares of Common Stock (the “Shares”) of the Company standing in the name of the
undersigned on the books of the Company, which Shares are subject to a Restricted Stock Agreement dated                     , 2006, and
irrevocably constitutes and appoints                      attorney to transfer the Shares on the books of the Company with full power of
substitution. 
 The undersigned hereby agrees to the terms of the Restricted Stock Agreement and agrees that the undersigned’s
signature below constitutes his signature to the Restricted Stock Agreement and that this Agreement and Stock Assignment may be affixed thereto. 
 Dated:                     , 2006
  


			
		
	By:	 	  
	 Signature:
	 	  
	 Title:
	 	  


  

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