0001193125-14-099714 Sample Contracts

FAMOUS DAVE’S OF AMERICA, INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 14th, 2014 • Famous Daves of America Inc • Retail-eating places • Minnesota

This RESTRICTED STOCK AGREEMENT (the “Agreement”) is made effective as of November 27, 2013 by and between Famous Dave’s of America, Inc., a Minnesota corporation (the “Company”), and Adam J. Wright (“Director”).

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FAMOUS DAVE’S OF AMERICA, INC. STOCK OPTION AGREEMENT (Non-Employee Director)
Stock Option Agreement • March 14th, 2014 • Famous Daves of America Inc • Retail-eating places • Minnesota

This Stock Option Agreement (the “Agreement”) is made and entered into as of January 10, 2014, between Famous Dave’s of America, Inc., a Minnesota corporation (the “Company”), and Edward H. Rensi (“Director”).

FIRST AMENDMENT TO APPOINTMENT AND NOMINATION AGREEMENT
Appointment and Nomination Agreement • March 14th, 2014 • Famous Daves of America Inc • Retail-eating places

This First Amendment to Appointment and Nomination Agreement (this “Amendment”) dated January 10, 2014, amends that certain Appointment and Nomination Agreement (the “Agreement”) dated November 27, 2013, by and among the persons and entities listed on Schedule A (collectively, the “Blue Clay Group”, and individually a “member” of the Blue Clay Group), Famous Dave’s of America, Inc. (together with its subsidiaries, the “Company”) and Adam Wright, in his individual capacity and as a member of the Blue Clay Group (the “Blue Clay Designee”). Capitalized terms used in this Amendment and not otherwise defined shall have the meanings ascribed to them in the Agreement.

FAMOUS DAVE’S OF AMERICA, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • March 14th, 2014 • Famous Daves of America Inc • Retail-eating places • Minnesota

This Stock Option Agreement (the “Agreement”) is made and entered into as of February 10, 2014, between Famous Dave’s of America, Inc., a Minnesota corporation (the “Company”), and Edward H. Rensi (“Executive”).

SECOND AMENDMENT TO NOMINATION AGREEMENT
Nomination Agreement • March 14th, 2014 • Famous Daves of America Inc • Retail-eating places

This Second Amendment to Nomination Agreement (the “Second Amendment”) dated January 10, 2014, amends that certain Nomination Agreement dated March 1, 2013, by and among the persons and entities listed on Schedule A (collectively, the “PW Group”, and individually a “member” of the PW Group), Famous Dave’s of America, Inc. (the “Company”) and Patrick Walsh, in his individual capacity and as a member of the PW Group (the “PW Designee”), as amended by the First Amendment to Nomination Agreement dated November 25, 2013 (the “First Amendment”) (as so amended, the “Nomination Agreement”). Capitalized terms used in this Second Amendment and not otherwise defined shall have the meanings ascribed to them in the Nomination Agreement.

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