Buffalo Wild Wings 2005 Annual Report Download - page 189

NOTICE OF RESTRICTED STOCK UNIT AWARD
BUFFALO WILD WINGS, INC.
2003 EQUITY INCENTIVE PLAN
THIS AWARD, made effective as of this __ day of ____ 2005, by and between
Buffalo Wild Wings, Inc., a Minnesota corporation (the "Company"), and
_________________ ("Participant").
W I T N E S S E T H:
WHEREAS, Participant on the date hereof is a member of the Board of
Directors of the Company; and
WHEREAS, the Company wishes to grant a restricted stock unit award to
Participant for shares of the Company's Common Stock pursuant to the Company's
2003 Equity Incentive Plan (the "Plan"); and
WHEREAS, the Administrator of the Plan has authorized the grant of a
restricted stock unit award to Participant;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereto agree as follows:
1. Grant of Restricted Stock Unit Award; Term. The Company hereby grants
to Participant on the date set forth above a restricted stock unit award (the
"Award") for 592 restricted stock units on the terms and conditions set forth
herein. Each restricted stock unit shall entitle the Participant to receive one
share of the Company's Common Stock. This Award shall expire at the end of
fiscal year 201_, unless terminated earlier under the provisions of Paragraph 2
below.
2. Vesting of Restricted Stock Units.
a. General. The restricted stock units subject to this Award shall
remain forfeitable until the date the risks of forfeiture lapse with respect to
a percentage of such units (the "Vesting Date"). The Vesting Date shall be the
last day of any fiscal year during the term of the Award in which the Company
achieves its Annual Earnings Target (as defined herein). If, for any fiscal year
ending on a Vesting Date, the Company achieves 95% of the earnings target as
established by the Board of Directors for such fiscal year (each an "Annual
Earnings Target"), the risks of forfeiture relating to 33−1/3% of the restricted
stock units specified in Paragraph 1 shall lapse. The risks of forfeiture
relating to the remaining restricted stock units shall continue to lapse in this
manner until the risks of forfeiture relating to 100% of the restricted stock
units specified in Paragraph 1 have lapsed.
b. Termination of Directorship. If the Participant ceases to be a
director of the Company at any time prior to a Vesting Date for any reason other
than as a result of the failure of the director to be nominated or, if
nominated, reelected to the Board of Directors, then the Participant shall
immediately forfeit all shares of Stock subject to this Award which have not yet
vested and for which the risks of forfeiture have not lapsed. If the Participant
ceases to be a director of the Company as a result of the failure of the
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