Summary of FAMOUS DAVES OF AMERICA INC

Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
On December 29, 2008, the Company granted executive officers the right to receive shares of the Company's common stock (the "Performance Shares") following the filing of the Company's Annual Report on Form 10-K for fiscal 2011, subject to the Company achieving at least the applicable percentage of the cumulative total of the earnings per share goals (as discussed below) for fiscal 2009, fiscal 2010 and fiscal 2011 (the "Cumulative EPS Goal"). These Performance Shares were granted under the Company's 2005 Stock Incentive Plan and the grants are collectively referred to as the 2009-2011 Performance Share Program. Under the 2009-2011 Performance Share Program, each recipient will be entitled to receive a percentage of the "Target Shares" amount identified opposite his or her name on Exhibit 10.2 to this Current Report on Form 8-K that is based on the percentage of the Cumulative EPS Goal achieved by the Company, as set forth on the following schedule:

                                                 Percent of Performance Shares
    Percentage of Cumulative EPS Goal            to which Recipient is Entitled
If the Company fails to achieve at least       the recipient shall not be
80% of the Cumulative EPS Goal, then:          entitled to receive Performance
                                               Shares.

If the Company achieves 80-100% of the         the recipient shall be entitled to
Cumulative EPS Goal, then:                     receive a percentage of the
                                               "Target Shares" amount equal to
                                               the percentage of the Cumulative
                                               EPS Goal achieved (e.g., if the
                                               Company achieves 90% of the
                                               Cumulative EPS Goal, then the
                                               recipient is entitled to receive
                                               90% of his or her "Target Shares"
                                               amount).

The Performance Share grants for each recipient are also contingent upon the recipient remaining an employee of the Company until the filing of the Annual Report on Form 10-K for fiscal 2011.
The earnings per share goal for each fiscal year will be determined by the Compensation Committee prior to the beginning of each fiscal year. The actual earnings per share for each fiscal year shall be based on the fully diluted earnings per share amount for such fiscal year that is set forth in the audited financial statements filed with the Company's corresponding Annual Report on Form 10-K. The determination regarding whether the Company has achieved the Cumulative EPS Goal will be made upon filing of the Annual Report on Form 10-K for fiscal 2011 (the "Vesting Date"). Performance Shares will be issued on the Vesting Date, as provided above, if at least 80% of the Cumulative EPS Goal is achieved. No partial issuance of Performance Shares shall be made if an earnings per share goal is achieved in any one or more fiscal years but at least 80% of the Cumulative EPS Goal is not achieved.
The form of 2009-2011 Performance Share Agreement utilized in connection with grants under the 2009-2011 Performance Stock Program and a schedule of grants made under the form of 2009-2011 Performance Share Agreement are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, respectively.