Buffalo Wild Wings 2005 Annual Report Download - page 191

e. 2003 Equity Incentive Plan. The Award evidenced by this Notice is
granted pursuant to the Plan, a copy of which Plan has been made available to
Participant and is hereby incorporated into this Notice. This Notice is subject
to and in all respects limited and conditioned as provided in the Plan. The Plan
governs this Notice and, in the event of any questions as to the construction of
this Notice or in the event of a conflict between the Plan and this Notice, the
Plan shall govern, except as the Plan otherwise provides.
f. Lockup Period Limitation. Participant agrees that in the event
the Company advises Participant that it plans an underwritten public offering of
its Common Stock in compliance with the Securities Act of 1933, as amended, and
that the underwriter(s) seek to impose restrictions under which certain
shareholders may not sell or contract to sell or grant any option to buy or
otherwise dispose of part or all of their stock purchase rights of the
underlying Common Stock, Participant hereby agrees that for a period not to
exceed 180 days from the prospectus, Participant will not sell or contract to
sell or grant an option to buy or otherwise dispose of this Notice or any of the
underlying shares of Common Stock without the prior written consent of the
underwriter(s) or its representative(s).
g. Blue Sky Limitation. Notwithstanding anything in this Notice to
the contrary, in the event the Company makes any public offering of its
securities and determines, in its sole discretion, that it is necessary to
reduce the number of issued but unvested restricted stock units so as to comply
with any state securities or Blue Sky law limitations with respect thereto, the
Board of Directors of the Company shall remove the risks of forfeiture of this
restricted stock unit award, provided that the Company gives Participant 15
days' prior written notice of such acceleration. Notice shall be deemed given
when delivered personally or when deposited in the United States mail, first
class postage prepaid and addressed to Participant at the address of Participant
on file with the Company.
h. Accounting Compliance. Participant agrees that, if a merger,
reorganization, liquidation or other "transaction" as defined in Section 12 of
the Plan occurs, and Participant is an "affiliate" of the Company or any
subsidiary (as defined in applicable legal and accounting principles) at the
time of such transaction, Participant will comply with all requirements of Rule
145 of the Securities Act of 1933, as amended, and the requirements of such
other legal or accounting principles, and will execute any documents necessary
to ensure such compliance.
i. Stock Legend. The Administrator may require that the certificates
for any shares of Common Stock purchased by Participant (or, in the case of
death, Participant's successors) shall bear an appropriate legend to reflect the
restrictions of Paragraph 4(b) and Paragraphs 4(g) through 4(j) of this Notice;
provided, however, that failure to so endorse any of such certificates shall not
render invalid or inapplicable Paragraph 4(j).
j. Scope of Notice. This Notice shall bind and inure to the benefit
of the Company, its Affiliates and their successors and assigns, and shall bind
and inure to the benefit of Participant and any successor or successors of
Participant permitted herein. This Award is expressly subject to all terms and
conditions contained in the Plan and in this Notice, and Participant shall
comply with all such terms and conditions.
k. Arbitration. Any dispute arising out of or relating to this
Notice or the alleged breach of it, or the making of this Notice, including
claims of fraud in the inducement, shall be discussed between the disputing
parties in a good faith effort to arrive at a mutual settlement of any such
controversy. If, notwithstanding, such dispute cannot be resolved, such dispute
shall be settled by binding arbitration. Judgment upon the award rendered by the
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