8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):April 18, 2012

P.F. Chang's China Bistro, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-25123	86-0815086
(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)

7676 E. Pinnacle Peak Road, Scottsdale, Arizona	85255
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (480) 888-3000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

First Amendment to the P.F. Chang's China Bistro, Inc. Amended and Restated 2006 Equity Incentive Plan

At the Annual Meeting of Stockholders held on April 18, 2012, the stockholders of P.F. Chang's China Bistro, Inc. (the "Company") approved the First Amendment to the Company's Amended and Restated 2006 Equity Incentive Plan (the "First Amendment") to increase the number of shares to be reserved and authorized for issuance under the Company's Amended and Restated 2006 Equity Incentive Plan (the "Equity Incentive Plan") by 1,760,000 shares to 3,510,000 shares, and to extend the term of the Equity Incentive Plan for an additional ten years from the date the First Amendment was approved by the stockholders.

Additionally, upon stockholder approval of the First Amendment, the Company's Amended and Restated 1998 Stock Option Plan and 1999 Nonstatutory Stock Option Plan were amended such that no further awards may be granted under either of these two plans.

The First Amendment is described in the Company's 2012 proxy statement filed with the Securities and Exchange Commission in connection with the Annual Meeting of Stockholders held on April 18, 2012. This summary does not purport to be complete and is qualified in its entirety by reference to the First Amendment, filed herewith as Exhibit 10.42 to this Current Report on Form 8-K and incorporated herein by reference.

Effective as of April 18, 2012, the Compensation Committee (the “Committee”) of the Board of Directors of the Company authorized the grant of stock options ("Stock Options"), performance-based restricted stock units (“PBRSUs”), and restricted stock units (“RSUs”) under the Equity Incentive Plan to the following executive officers:

Executive	Stock Options	PBRSUs	RSUs
Richard L. Federico, Chairman of the Board of Directors and Chief Executive Officer	58,266	23,262	15,508
R. Michael Welborn, Director, Executive Vice President and President, Global Brand Development	19,380	4,152	4,152
Mark D. Mumford, Chief Financial Officer	17,322	3,711	3,711
Kevin C. Moylan, President of Pei Wei Asian Diner	15,062	2,847	2,847
F. Lane Cardwell, Jr., Director, President of P.F. Chang's China Bistro	17,573	3,322	3,322
Nancy F. Mailhot, Chief People Officer	15,062	2,847	2,847

The awards have a grant date of April 18, 2012 (the “Grant Date”) and will vest as follows. The Stock Options will become 100% exercisable on the third anniversary of the Grant Date, so long as the optionee's service is continuous from the Grant Date through the vesting date. The exercise price of the Stock Options was set at the closing price of the Company's common stock on the date of grant as $39.51 per share. The PBRSUs will fully vest on the last day of the performance period, commencing on January 2, 2012 and ending on December 28, 2014, so long as the award recipient's service is continuous from the Grant Date through the end of the performance period. The number of shares issuable upon vesting of the PBRSUs is determined based on a specified percentage corresponding with the difference between the total shareholder return of the Company versus a comparator group. The RSUs will fully vest on the third anniversary of the Grant Date, so long as (1) the Company's earnings before interest, taxes and depreciation and amortization ("EBITDA") meets a certain target for the fiscal year ending December 30, 2012, and (2) the award recipient's service is continuous from the Grant Date through the vesting date.

The foregoing provides only a brief description of the terms and conditions of the PBRSUs, the RSUs and the Stock Options and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the Form of PBRSU, Form of RSU and Form of Stock Option and copies of which are attached as Exhibits 10.43, 10.44 and 10.45, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On April 18, 2012, the Company held its Annual Meeting of Stockholders (the "Meeting"). The total number of shares of the Company's common stock, par value of $0.001 per share, voted in person or by proxy at the Meeting was 19,925,731, representing approximately 94% of the 21,213,252 shares outstanding and entitled to vote at the Meeting. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, with respect to each matter is set out below.

(1) The proposal to elect the nominees listed below as directors of the Company, each to serve until the Company's 2013

Annual Meeting of Stockholders and until his or her respective successor is elected and qualified.

	For	Against	Abstain	Broker  Non-Votes
Kerrii B. Anderson	16,641,306	441,687	9,771	2,832,967
F. Lane Cardwell, Jr.	16,165,943	917,050	9,771	2,832,967
Richard L. Federico	16,407,740	675,353	9,671	2,832,967
Lesley H. Howe	16,639,152	443,940	9,672	2,832,967
Dawn E. Hudson	16,134,400	948,693	9,671	2,832,967
M. Ann Rhoades	16,543,158	539,934	9,672	2,832,967
James G. Shennan, Jr.	16,262,146	820,555	10,063	2,832,967
R. Michael Welborn	16,176,905	906,188	9,671	2,832,967
Kenneth J. Wessels	16,633,743	449,547	9,474	2,832,967

(2) The proposal to ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 30, 2012.

	For	Against	Abstain	Broker  Non-Votes
Ratification of KPMG LLP	19,603,462	316,078	6,191	—

(3) The proposal to approve the First Amendment of the P.F. Chang's China Bistro, Inc. Amended and Restated 2006 Equity Incentive Plan that includes an increase in the aggregate number of shares that may be issued under the Plan by 1,760,000 shares and an extension of the term an additional ten years from the date of the amendment.

	For	Against	Abstain	Broker  Non-Votes
First Amendment to the Amended and Restated 2006 Equity Incentive Plan	15,843,294	1,150,928	98,542	2,832,967

(4) The proposal on the advisory vote on executive compensation.

	For	Against	Abstain	Broker  Non-Votes
Advisory vote on executive compensation	16,515,061	479,590	98,113	2,832,967

(5) The proposal to adjourn the meeting to another time or place, if necessary in the judgment of proxy holders, for the purpose of soliciting additional proxies in favor of any of the foregoing proposals.

	For	Against	Abstain	Broker  Non-Votes
Adjournment of Meeting	16,241,049	3,652,858	31,824	—

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.42	First Amendment of the P.F. Chang's China Bistro, Inc. Amended and Restated 2006 Equity Incentive Plan †
10.43	Form of Performance-Based Restricted Stock Unit Grant Notice and Agreement †
10.44	Form of Executive Restricted Stock Unit Grant Notice and Agreement †
10.45	Form of Stock Option Notice of Grant and Agreement †

† Management Contract or Compensatory Plan

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	P.F. Chang's China Bistro, Inc.
Date: April 24, 2012
	/s/ Mark D. Mumford
	Mark D. Mumford Chief Financial Officer

EX-10.42

Exhibit 10.42

FIRST AMENDMENT TO THE

P.F. CHANG'S CHINA BISTRO, INC.

AMENDED & RESTATED 2006 EQUITY INCENTIVE PLAN

THIS FIRST AMENDMENT (the “Amendment”) to the P.F. Chang's China Bistro, Inc. Amended & Restated 2006 Equity Incentive Plan (the “Plan”) is effective as of the date this Amendment is approved by the stockholders of P.F. Chang's China Bistro, Inc. (the “Company”).

W I T N E S S E T H:

WHEREAS, the Plan was originally adopted by the Company's Board of Directors (the “Board”) on March 8, 2006, and approved by the stockholders of the Company on May 5, 2006, and was subsequently amended and restated by the Board on February 1, 2011, and again approved by the stockholders of the Company on April 19 2011; and

WHEREAS, the Board now finds it desirable and in the best interest of the Company to amend the Plan, subject to approval by the stockholders of the Company, to (1) extend the term of the Plan for an additional ten years from the effective date of this Amendment; and (2) increase the number of shares to be reserved and authorized for issuance under the Plan by 1,760,000 shares to 3,510,000 shares.

NOW, THEREFORE, the Plan is hereby amended as follows:

1.Change in Term. Section 1.1 of the Plan is amended in its entirety as follows:

1.1     Establishment. The P.F. Chang's China Bistro, Inc. 2006 Equity Incentive Plan (the “Plan”) was adopted by the Board on March 8, 2006, and approved by the stockholders of the Company on May 5, 2006. The Plan was subsequently amended and restated by the Board on February 1, 2011, and approved by the stockholders of the Company on April 19, 2011. In 2012, the Board has further amended the Plan subject to the approval of the stockholders of the Company (the date of such approval, the “Effective Date”).

2.Increase in Shares Issuable. The first sentence of Section 4.1 of the Plan is amended as follows:

Subject to adjustment as provided in Section 4.2, the maximum aggregate number of shares of Stock that may be issued under the Plan shall be 3,510,000 and shall consist of authorized but unissued or reacquired shares of Stock or any combination thereof.

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized officer.

P.F. CHANG'S CHINA BISTRO, INC.
By:
	Its:
	Title:

EX-10.43

Exhibit 10.43

P.F. Chang's China Bistro, Inc.

Amended & Restated 2006 Equity Incentive Plan

Performance-Based Restricted Stock Unit Agreement

Pursuant to the Performance-Based Restricted Stock Unit Grant Notice (the “Grant Notice”) and this Performance-Based Restricted Stock Unit Agreement (the “Agreement”), P.F. Chang's China Bistro, Inc. (the “Company”) has granted you an Award of Performance-Based Restricted Stock Units (“PBRSUs”) with respect to the number of shares of the Company's common stock (“Stock”) indicated in the Grant Notice, subject to modification under this Agreement. Capitalized terms not explicitly defined in this Agreement, but defined in the Grant Notice or the P.F. Chang's China Bistro, Inc. Amended & Restated 2006 Equity Incentive Plan (the “Plan”), have the same definitions as in the Grant Notice or the Plan.

The details of this PBRSU Award are as follows:

1.Service and Vesting.

1.1Service. As provided in the Plan and notwithstanding any other provision of this Agreement, the Company reserves the right, in its sole discretion, to determine when your Service has terminated, including in the event of any leave of absence or part-time Service.

1.2Vesting. Except as otherwise provided in the Plan or this Agreement, this PBRSU Award shall vest on the Vesting Date provided in the Grant Notice. Notwithstanding any other provision of the Plan or this Agreement, the Company reserves the right, in its sole discretion, to suspend vesting of this PBRSU Award in the event of any leave of absence or part-time Service.

2.Settlement of the PBRSUs.

2.1Form and Timing of Payment. Subject to and except as provided in the other terms of the Plan and this Agreement, any PBRSUs that vest and become nonforfeitable in accordance with the Grant Notice or this Agreement shall be paid to you in whole shares of Stock, in the amount specified in Section 2.2, no later than 60 days after the Vesting Date. Unless and until the PBRSUs vest on the applicable Vesting Date or as provided in this Agreement, you shall have no right to payment of any such PBRSUs.

2.2Amount of Payment. Subject to modification under Section 2.3, the number of shares of Stock that shall be issued to you by the Company on the date specified in Section 2.1 is determined by multiplying the Number of PBRSUs specified in the Grant Notice by the TSR Percentage, as determined and certified by the Committee and rounding up to the nearest whole share (the “Shares Earned”). For purposes of this Section 2.2, the following additional definitions apply:

(a)“Average Price” means the average official closing price per share over the 60-consecutive-trading days ending with and including the applicable day (or, if there is no official closing price on that day, the last trading day before that day).

(b)“Company TSR” means the Company's TSR for the Performance Period.

(c)“Expanded S&P 1500 Restaurant Group TSR” means the median TSR for the Performance Period of all the restaurant companies included in the S&P Composite 1500, excluding the Company, plus additional specified companies, as listed in Exhibit A. “S&P Composite 1500” means the S&P Composite 1500 published by Standard & Poor's Financial Services LLC (or its successor) or, if that index is no longer published on the last day of the Performance Period, a comparable index determined by the Committee. If, during the Performance Period, a restaurant company is removed from the S&P Composite 1500 or goes private, that company's TSR is excluded in calculating the Expanded S&P 1500 Restaurant Group TSR.

(d)“TSR” means total shareholder return, which is the percentage that results from the difference between (i) the quotient determined by dividing (A) the sum of (I) the cumulative amount of cash dividends for the Performance Period, assuming same-day reinvestment into the common stock on the ex-dividend date, plus (II) the Average Price at the end of the Performance Period by (B) the Average Price at the beginning of the Performance Period, which quotient is raised to the power of the result of one divided by the number of the Company's fiscal years ending with or within the Performance Period, minus (ii) one. TSR expressed as a formula is as follows:

TSR = [(Cumulative Dividends + Average Price_End)/Average Price_Beginning]^{(1/no. of yrs.)} - 1

TSR will be equitably adjusted to reflect stock dividends, stock splits, spin-offs, and other corporate changes having similar effect in a manner consistent with the calculation approach used by Standard & Poor's Financial Services LLC (or its successor) in the calculation of total shareholder return.

(e)“TSR Difference” means (i) if the Company TSR is greater than or equal to the Expanded S&P 1500 Restaurant Group TSR, the number of percentage points (rounded up to the next integer) by which the Company TSR exceeds the Expanded S&P 1500 Restaurant Group TSR; or (ii) if the Company TSR is less than the Expanded S&P 1500 Restaurant Group TSR, the number of percentage points (rounded up to the next integer) by which the Expanded S&P 1500 Restaurant Group TSR exceeds the Company TSR times -1.

(f)“TSR Percentage” means the percentage that corresponds to the TSR Difference specified below:

TSR Difference	TSR Percentage
10% and above	200%
8%	180%
6%	160%
4%	140%
2%	120%
0%	100%
-2%	80%
-4%	60%
-6%	40%
-8%	20%
-10% and below	0%

Between the levels specified above, the TSR Percentage is interpolated linearly at a ratio of ten percentage points for each percentage point TSR Difference, rounded up to the next integer.

2.3Effect of Termination of Service. Except as otherwise expressly set forth in this Section 2.3, in the event of the termination of your Service for any reason before the end of the Performance Period, whether voluntary or involuntary, all unvested PBRSUs shall be immediately forfeited without consideration.

(a)Death, Disability, or Retirement. If, during the Performance Period, your Service with the Participating Company Group terminates because of your death or Disability or after you have reached normal retirement age (as defined under the P.F. Chang's China Bistro, Inc. 401(k) Restoration Plan) (“Retirement”), your PBRSUs shall not be forfeited on the date on which your Service terminates, but the number of Shares Earned under Section 2.2 shall be equal to (i) the number of shares determined based on a Performance Period that ends on the last day of the Company's fiscal year during which your Service terminates multiplied by (ii) a fraction, the numerator of which is the number of months (rounded up to the next integer) from the beginning of the Performance Period until the date of termination of employment, and the denominator of which is 36.

(b)Termination Without Cause. If a written agreement that specifies the terms of your Service, which became effective before this PBRSU Award was granted, provides that your outstanding equity and equity-based awards become vested upon a termination without “cause” (as defined in such agreement), and your Service is so terminated during the Performance Period, but before a Change in Control, your PBRSUs shall not be forfeited on the date on which your Service terminates, but the number of Shares Earned under Section 2.2 shall be equal to the number of shares determined based on a Performance Period that ends on the last day of the Company's fiscal year during which your Service terminates. If such a written agreement provides that upon a termination without “cause” (as defined in such agreement), you will be credited with an additional 18 months of vesting solely for purposes of determining the vested portions of your outstanding equity and equity-based awards, and your Service is so terminated during the Performance Period, but before a Change in Control, your PBRSUs shall not be forfeited on the date on which your Service terminates, but the number of Shares Earned under Section 2.2 shall be equal to (i) the number of shares determined based on a Performance Period that ends on the last day of the Company's fiscal year during which your Service terminates multiplied by (ii) a fraction, not to exceed 1, the numerator of which is the sum of 18 plus the number of months (rounded up to the next integer) from the beginning of the Performance Period until the date of termination of your Service, and the denominator of which is 36.

(c)Termination in Connection with a Change in Control. If, during the Performance Period, your Service with the Participating Company Group terminates as a result of Termination After Change in Control (as defined in Section 2.2), any PBRSUs that are assumed or substituted and remained outstanding after the Change in Control shall not be forfeited and shall vest as of the date on which your Service terminates, but the number of Shares Earned under Section 2.2 shall be equal to the Number of PBRSUs specified in the Grant Notice as adjusted to the extent required by Section 4 hereof.

(d)Certain Definitions.

(i)“Cause” means (A) your theft, dishonesty, or falsification of any Company documents or records; (B) your improper use or disclosure of the Company's confidential or proprietary information; (C) any action by you that has a detrimental effect on the Company's reputation or business; (D) your failure to perform any reasonable

assigned duties after written notice from the Company of, and a reasonable opportunity to cure, that failure; (E) any material breach by you of this Agreement, which breach is not cured after written notice from the Company of, and a reasonable opportunity to cure that breach; or (F) your conviction (including any plea of guilty or nolo contendere) of any criminal act that impairs your ability to perform your duties with the Company.

(ii)“Good Reason” means any one or more of the following without your written consent: (A) the assignment to you of any duties, or any limitation of your responsibilities, substantially inconsistent with your positions, duties, responsibilities and status with the Company immediately before the date of a Change in Control; (B) the relocation of the principal place of your Service to a location that is more than 50 miles from your principal place of Service immediately before the date of a Change in Control, or the imposition of travel requirements substantially more demanding of you than the travel requirements existing immediately before the date of a Change in Control; or (C) any material failure by the Company to pay, or any material reduction by the Company of, your base compensation in effect immediately before the date of a Change in Control. Good Reason does not exist unless you notify the Company in writing of the existence of the applicable condition specified above not later than 90 days after the initial existence of the condition, and the Company fails to remedy the condition within 30 days after receipt of the notice.

(iii)“Termination After Change in Control” means either of the following events occurring within 24 months after a Change in Control: (A) termination by the Participating Company Group of your Service with the Participating Company Group for any reason other than for Cause; or (B) your resignation for Good Reason from all capacities in which you are then rendering Service to the Participating Company Group within a reasonable period of time following the event constituting Good Reason.

Notwithstanding any provision herein to the contrary, Termination After Change in Control shall not include any termination of your Service with the Participating Company Group which (1) is for Cause; (2) is a result of your death, Disability, or Retirement; (3) is a result of your voluntary termination of Service other than for Good Reason; or (4) occurs before the effectiveness of a Change in Control.

2.4Tax Withholding. You acknowledge that the Company and/or the Participating Company that employs you (the “Employer”) may be subject to withholding tax obligations arising by reason of the vesting and/or payment of this PBRSU Award. The Company will not withhold above the state-specified minimum tax obligation. You authorize your Employer to satisfy the withholding tax obligations by one or a combination of the following methods, as selected by the Company in its sole discretion: (a) withholding from your pay and any other amounts payable to you; (b) withholding of Stock and/or cash from the payment of the PBRSUs; (c) arranging for the sale of shares of Stock payable in connection with the PBRSUs (on your behalf and at your direction which you authorize by accepting this PBRSU Award); or (d) any other method allowed by the Plan or applicable law. If your Employer satisfies the withholding obligations by withholding a number of whole shares of Stock as described in Section 2.4(b), you shall be deemed to have been issued the full number of shares of Stock subject to this PBRSU Award, notwithstanding that a number of shares is held back in order to satisfy the withholding obligations. The Company shall not be required to issue any shares of Stock pursuant to this Agreement unless and until the withholding obligations are satisfied.

3.Tax Advice. You represent, warrant and acknowledge that the Company and, if different, your Employer, has made no warranties or representations to you with respect to the income tax consequences of the transactions contemplated by this Agreement, and you are in no manner relying on the Company, your Employer or their representatives for an assessment of such tax consequences. YOU UNDERSTAND THAT THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR REGARDING THE TAX TREATMENT OF ANY PBRSUS. NOTHING STATED HEREIN IS INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING TAXPAYER PENALTIES.

4.Dividend Equivalents. If the Board declares a cash dividend on the Company's Stock, you shall be entitled to Dividend Equivalents on the dividend payment date established by the Company equal to the cash dividends payable on the same number of shares of Stock as the number of PBRSUs subject to this PBRSU Award on the dividend record date established by the Company. Any such Dividend Equivalents shall be in the form of additional PBRSUs, shall be subject to the same terms and vesting dates as the underlying PBRSUs, and shall be paid at the same time and in the same manner as the underlying PBRSUs originally subject to this PBRSU Award. The number of additional PBRSUs credited as Dividend Equivalents on the dividend payment date shall be determined by dividing (a) the product of (i) the number of your unvested PBRSUs as of the corresponding dividend record date (including any unvested PBRSUs previously credited as a result of prior payments of Dividend Equivalents) and (ii) the per-share cash dividend paid on the dividend payment date, by (b) the per-share Fair Market Value of Stock on the dividend payment date, rounding up any fractional units.

5.Securities Law Compliance. Notwithstanding anything to the contrary contained herein, no shares of Stock shall be issued to you upon vesting of this PBRSU Award unless the Stock is then registered under the Securities Act or, if such Stock is not then so registered, the Company has determined that such vesting and issuance would be exempt from the registration requirements of the Securities Act. By accepting this PBRSU Award, you agree not to sell any of the shares of Stock received under this PBRSU Award at a time when applicable laws or Company policies prohibit a sale.

6.Clawback Policy. Notwithstanding anything to the contrary in this Agreement, all PBRSUs payable or shares of Stock issued in settlement of this PBRSU Award shall be subject to any clawback policy adopted by the Company from time to time (including, but not limited to, any policy adopted in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law), regardless of whether the policy is adopted after the date on which the PBRSUs are granted, vest, or are settled by the issuance of shares of Stock.

7.Change in Control. In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiring Corporation”), may, without your consent, either assume the Company's rights and obligations under this PBRSU Award or substitute for this PBRSU Award a substantially equivalent award for the Acquiring Corporation's stock.

7.1No Assumption or Substitution upon a Change in Control. If the Acquiring Corporation elects not to assume or substitute a substantially equivalent award for this PBRSU Award in connection with a Change in Control, you will be entitled to receive a lump-sum cash payment upon vesting of this PBRSU Award equal to the fair market value on the effective date of the Change in Control of the number of Shares Earned determined based on a Performance Period that ends as of the effective date of the Change in Control.

7.2Vesting if No Assumption or Substitution. The vesting of any amounts payable with respect to Shares Earned as provided in Section 7.1 shall, at the sole election of the Acquiring Corporation, occur and be conditioned upon your Service through either (a) the consummation of the Change in Control or (b) the earlier of (i) the last day of the Performance Period determined without regard to the provisions of Section 7.1, or (ii) the date your Service terminates on account of death, Disability or a Termination After Change in Control.

7.3Applicability of Agreement. Notwithstanding the foregoing, shares of Stock acquired upon settlement of this PBRSU Award before the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of this Agreement except as otherwise provided in this Agreement.

7.4Continuation of Award. Notwithstanding the foregoing, if the corporation the stock of which is subject to this PBRSU Award immediately before an Ownership Change Event constituting a Change in Control is the surviving or continuing corporation and immediately after such Ownership Change Event, less than fifty percent (50%) of the total combined voting power of its voting stock is held by another corporation or by other corporations that are members of an affiliated group within the meaning of Section 1504(a) of the Internal Revenue Code of 1986, as amended (the “Code”), without regard to the provisions of Section 1504(b) of the Code, this PBRSU Award shall not terminate unless the Committee otherwise provides in its discretion.

8.Transferability. Before the issuance of shares of Stock in settlement of a PBRSU Award, the Award shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by your creditors or by your beneficiary, except (i) transfer by will or by the laws of descent and distribution or (ii) transfer by written designation of a beneficiary, in a form acceptable to the Company, with such designation taking effect upon your death. All rights with respect to the PBRSUs shall be exercisable during your lifetime only by you or your guardian or legal representative. Before actual payment of any vested PBRSUs, such PBRSUs shall represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

9.PBRSUs Not a Service Contract. This PBRSU Award is not an employment or service contract and nothing in this Agreement, the Grant Notice or the Plan shall be deemed to create in any way whatsoever any obligation on your part to continue in the service of a Participating Company, or of a Participating Company to continue your Service with the Participating Company. In addition, nothing in your PBRSU Award shall obligate the Company, its stockholders, Board, Officers or Employees to continue any relationship which you might have as a Director or Consultant for the Company.

10.Restrictive Legend. Stock issued pursuant to the vesting of the PBRSUs may be subject to such restrictions upon the sale, pledge or other transfer of the Stock as the Company and the Company's counsel deem necessary under applicable law or pursuant to this Agreement.

11.Representations, Warranties, Covenants, and Acknowledgments. You hereby agree that in the event the Company and the Company's counsel deem it necessary or advisable in the exercise of their discretion, the transfer or issuance of the shares of Stock issued pursuant to the vesting of the PBRSUs may be conditioned upon you making certain representations, warranties, and acknowledgments relating to compliance with applicable securities laws.

12.Voting and Other Rights. Subject to the terms of this Agreement, you shall not have any

voting rights or any other rights and privileges of a shareholder of the Company unless and until shares of Stock are issued upon payment of the PBRSUs.

13.Code Section 409A. It is the intent that the vesting or the payment of the PBRSUs as set forth in this Agreement shall qualify for exemption from the requirements of Section 409A of the Code, and any ambiguities herein shall be interpreted to so comply. The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify this Agreement as may be necessary to ensure that all vesting or payments provided for under this Agreement are made in a manner that qualifies for exemption from Section 409A of the Code; provided, however, that the Company makes no representation that the vesting or payments of PBRSUs provided for under this Agreement shall be exempt from Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to the vesting or payments of PBRSUs provided for under this Agreement.

14.Notices. Any notices provided for in this Agreement, the Grant Notice or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to you, five days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company.

15.Applicable Law. This Agreement shall be governed by the laws of the State of Delaware as if the Agreement were between Delaware residents and as if it were entered into and to be performed entirely within the State of Delaware.

16.Arbitration. Any dispute or claim concerning any PBRSUs granted (or not granted) pursuant to the Plan and any other disputes or claims relating to or arising out of the Plan shall be fully, finally and exclusively resolved by binding arbitration conducted by the American Arbitration Association pursuant to the commercial arbitration rules in Phoenix, Arizona. By accepting this PBRSU Award, you and the Company waive your respective rights to have any such disputes or claims tried by a judge or jury.

17.Amendment. Your PBRSU Award may be amended as provided in the Plan at any time, provided no such amendment may adversely affect this PBRSU Award without your consent unless such amendment is necessary to comply with any applicable law or government regulation, or is contemplated in Section 13 hereof. No amendment or addition to this Agreement shall be effective unless in writing or in such electronic form as may be designated by the Company.

18.Governing Plan Document. Your PBRSU Award is subject to this Agreement, the Grant Notice and all the provisions of the Plan, the provisions of which are hereby made a part of this Agreement, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of this Agreement, the Grant Notice and those of the Plan, the provisions of the Plan shall control.

19.Entire Agreement and Severability. This Agreement, the Grant Notice, and the Plan constitute the entire agreement between the parties relating to your PBRSU Award and supersede all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral. To the extent that a written agreement that specifies the terms of your Service, which became effective before this PBRSU Award was granted, contains provisions relating to the vesting of equity and equity-based awards that conflict with this Agreement, the Grant Notice, or the Plan, the provisions of this Agreement, the Grant Notice, and the Plan shall control. If any provision of this Agreement is held to be

unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties to the extent possible. In any event, all other provisions of this Agreement shall be deemed valid and enforceable to the full extent possible.

20.Description of Electronic Delivery. The Plan documents, which may include but do not necessarily include: the Plan, the Grant Notice, this Agreement, and any reports of the Company provided generally to the Company's shareholders, may be delivered to you electronically. In addition, if permitted by the Company, you may deliver electronically the Grant Notice to the Company or to such third party involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail (“e-mail”) or such other means of electronic delivery specified by the Company.

EXHIBIT A

Expanded S&P 1500 Restaurant Group

“Expanded S&P 1500 Restaurant Group” means all the restaurant companies included in the S&P Composite 1500, excluding the Company, and the additional companies listed below:

S&P Composite 1500 Companies		Additional Companies
1.	Biglari Holdings Inc.	1.	Benihana Inc.
2.	BJ's Restaurants, Inc.	2.	Bravo Brio Restaurant Group, Inc.
3.	Bob Evans Farms, Inc.	3.	Denny's Corporation
4.	Brinker International, Inc.	4.	Domino's Pizza, Inc.
5.	Buffalo Wild Wings, Inc.	5.	Dunkin' Brands Group, Inc.
6.	CEC Entertainment, Inc.	6.	Einstein Noah Restaurant Group, Inc.
7.	The Cheesecake Factory Incorporated	7.	McCormick & Schmick's Seafood Restaurants, Inc.
8.	Chipotle Mexican Grill, Inc.	8.	Morton's Restaurant Group, Inc.
9.	Cracker Barrel Old Country Store, Inc.
10.	Darden Restaurants, Inc.
11.	DineEquity, Inc.
12.	Jack in the Box Inc.
13.	McDonald's Corporation
14.	O'Charley's Inc.
15	Panera Bread Company
16.	Papa John's International, Inc.
17.	Peet's Coffee & Tea, Inc.
18.	Red Robin Gourmet Burgers, Inc.
19.	Ruby Tuesday, Inc.
20.	Ruth's Hospitality Group, Inc.
21.	Sonic Corp.
22.	Starbucks Corporation
23.	Texas Roadhouse, Inc.
24.	The Wendy's Company
25.	YUM! Brands, Inc.

P.F. Chang's China Bistro, Inc.

Amended & Restated 2006 Equity Incentive Plan

Performance-Based Restricted Stock Unit Grant Notice

[Insert Name] (the “Participant”) has been granted a Performance-Based Restricted Stock Unit Award (the “Award”) pursuant to the P.F. Chang's China Bistro, Inc. Amended & Restated 2006 Equity Incentive Plan (the “Plan”), consisting of one or more rights (each, a “PBRSU”) subject to all of the terms and conditions as set forth in this Performance-Based Restricted Stock Unit Grant Notice, the Performance-Based Restricted Stock Unit Agreement (attached hereto), and the Plan, which are incorporated herein in their entirety.

Date of Grant:	April 18, 2012
Number of PBRSUs:	[Insert Number]
Performance Period:	The Performance Period shall be the period commencing on January 2, 2012, and ending on December 28, 2014, except as otherwise specified in the Performance-Based Restricted Stock Unit Agreement.
Vesting Date:	Your PBRSUs shall vest on the last day of the Performance Period so long as your Service (as defined in the Plan) is continuous from the Date of Grant through the end of the Performance Period, except as otherwise provided in the Performance-Based Restricted Stock Unit Agreement.

By accepting this PBRSU Award (in the form determined by the Company), you acknowledge receipt of, represent that you have read and understand, and agree to the terms of this Performance-Based Restricted Stock Unit Grant Notice, the Performance-Based Restricted Stock Unit Agreement attached hereto, and the Plan.

ATTACHMENT: Performance-Based Restricted Stock Unit Agreement

EX-10.44

Exhibit 10.44

P.F. Chang's China Bistro, Inc.

Amended & Restated 2006 Equity Incentive Plan

Executive Restricted Stock Unit Agreement

Pursuant to the Restricted Stock Unit Grant Notice (the “Grant Notice”) and this Executive Restricted Stock Unit Agreement (the “Agreement”), P.F. Chang's China Bistro, Inc. (the “Company”) has granted you an Award of Restricted Stock Units (“RSUs”) with respect to the number of shares of the Company's common stock (“Stock”) indicated in the Grant Notice. Capitalized terms not explicitly defined in this Agreement, but defined in the Grant Notice or the P.F. Chang's China Bistro, Inc. Amended & Restated 2006 Equity Incentive Plan (the “Plan”), have the same definitions as in the Grant Notice or the Plan.

The details of this RSU Award are as follows:

1.Service and Vesting.

1.1Service. As provided in the Plan and notwithstanding any other provision of this Agreement, the Company reserves the right, in its sole discretion, to determine when your Service has terminated, including in the event of any leave of absence or part-time Service.

1.2Vesting. Except as otherwise expressly set forth in Sections 1.3 and 1.4, your RSUs shall vest on the Vesting Date if (a) the Performance Measure equals or exceeds the Performance Target for the Performance Period (as each capitalized term is defined in the Grant Notice) and (b) you are in Service on the Vesting Date. Any determination that the Performance Target is achieved shall be made by written certification of the Committee no later than 60 days after the end of the Performance Period. If the Performance Measure fails to equal or exceed the Performance Target for the Performance Period, then you will forfeit all unvested RSUs. Notwithstanding any other provision of the Plan or this Agreement, the Company reserves the right, in its sole discretion, to suspend vesting of this RSU Award in the event of any leave of absence or part-time Service.

1.3Effect of Termination of Service. In the event of the termination of your Service for any reason before the Vesting Date, whether voluntary or involuntary, all unvested RSUs shall be immediately forfeited without consideration except to the extent that a written agreement that specifies the terms of your Service, which became effective before this RSU Award was granted, provides that your outstanding equity and equity-based awards become vested upon a termination without “cause” or for “good reason” (as each is defined in such agreement), in which event, your RSUs shall become vested upon such termination of Service to the extent provided in such agreement, but only if the Performance Measure equals or exceeds the Performance Target for the Performance Period.

1.4Vesting on a Change in Control if the RSUs Are Not Assumed. Upon a Change in Control, if the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiring Corporation”), fails to assume or substitute the RSU Award with a substantially equivalent award in connection with the Change in Control, at the sole election of the Acquiring Corporation, (a) all unvested RSUs shall fully vest on the effective date of the Change in Control, or (b) you will be entitled to receive a cash payment equal to the fair market value of the Shares of stock subject to the RSUs on the effective date of the Change in Control and you will vest in such cash payment on the earlier of (i) the Vesting Date specified in the Grant Notice provided your Service does not

terminate before that date, or (ii) to the extent that a written agreement that specifies the terms of your Service, which became effective before this RSU Award was granted, provides that your outstanding equity and equity-based awards become vested upon a termination without “cause” or for “good reason” (as each is defined in such agreement), on the effective date of such termination of Service.

2.Settlement of the RSUs.

2.1Timing of Payment. Subject to the other terms of the Plan and this Agreement, (a) any RSUs that vest and become nonforfeitable in accordance with Section 1.2 shall be paid to you no later than 60 days after the your Vesting Date, (b) any RSUs that vest in accordance with Section 1.3 shall be paid to you no later than 60 days after the later of the date on which your Service terminates or the end of the Performance Period, and (c) any RSUs or amounts in respect thereof that vest and become nonforfeitable in accordance with Section 1.4 shall be paid to you (i) on the effective date of the Change in Control to the extent then vested, or (ii) no later than 60 days after the later of the date on which your Service terminates or the Vesting Date specified in the Grant Notice.

2.2Form of Payment. Except as otherwise provided in this Agreement, your vested Restricted Stock Units shall be paid in whole shares of Stock.

2.3Tax Withholding. You acknowledge that the Company and/or the Participating Company that employs you (the “Employer”) may be subject to withholding tax obligations arising by reason of the vesting and/or payment of this RSU Award. The Company will not withhold above the state-specified minimum tax obligation. You authorize your Employer to satisfy the withholding tax obligations by one or a combination of the following methods, as selected by the Company in its sole discretion: (a) withholding from your pay and any other amounts payable to you; (b) withholding of Stock and/or cash from the payment of the RSUs; (c) arranging for the sale of shares of Stock payable in connection with the RSUs (on your behalf and at your direction which you authorize by accepting this RSU Award); or (d) any other method allowed by the Plan or applicable law. If your Employer satisfies the withholding obligations by withholding a number of whole shares of Stock as described in Section 2.3(b), you shall be deemed to have been issued the full number of shares of Stock subject to this RSU Award, notwithstanding that a number of shares is held back in order to satisfy the withholding obligations. The Company shall not be required to issue any shares of Stock pursuant to this Agreement unless and until the withholding obligations are satisfied.

3.Tax Advice. You represent, warrant and acknowledge that the Company and, if different, your Employer, has made no warranties or representations to you with respect to the income tax consequences of the transactions contemplated by this Agreement, and you are in no manner relying on the Company, your Employer or their representatives for an assessment of such tax consequences. YOU UNDERSTAND THAT THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR REGARDING THE TAX TREATMENT OF ANY RSUS. NOTHING STATED HEREIN IS INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING TAXPAYER PENALTIES.

4.Dividend Equivalents. If the Board declares a cash dividend on the Company's Stock, you shall be entitled to Dividend Equivalents on the dividend payment date established by the Company equal to the cash dividends payable on the same number of shares of Stock as the number of unvested RSUs subject to this RSU Award on the dividend record date established by the Company. Any such Dividend Equivalents shall be in the form of additional RSUs, shall be subject to the same terms and vesting dates as the underlying RSUs, and shall be paid at the same time and in the same manner as the

underlying RSUs originally subject to this RSU Award. The number of additional RSUs credited as Dividend Equivalents on the dividend payment date shall be determined by dividing (a) the product of (i) the number of your unvested RSUs as of the corresponding dividend record date (including any unvested RSUs previously credited as a result of prior payments of Dividend Equivalents) and (ii) the per-share cash dividend paid on the dividend payment date, by (b) the per-share Fair Market Value of Stock on the dividend payment date, rounding up any fractional units.

5.Securities Law Compliance. Notwithstanding anything to the contrary contained herein, no shares of Stock shall be issued to you upon vesting of this RSU Award unless the Stock is then registered under the Securities Act or, if such Stock is not then so registered, the Company has determined that such vesting and issuance would be exempt from the registration requirements of the Securities Act. By accepting this RSU Award, you agree not to sell any of the shares of Stock received under this RSU Award at a time when applicable laws or Company policies prohibit a sale.

6.Clawback Policy. Notwithstanding anything to the contrary in this Agreement, all RSUs payable or shares of Stock issued in settlement of this RSU Award shall be subject to any clawback policy adopted by the Company from time to time (including, but not limited to, any policy adopted in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law), regardless of whether the policy is adopted after the date on which the RSUs are granted, vest, or are settled by the issuance of shares of Stock.

7.Transferability. Before the issuance of shares of Stock in settlement of an RSU Award, the Award shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by your creditors or by your beneficiary, except (i) transfer by will or by the laws of descent and distribution or (ii) transfer by written designation of a beneficiary, in a form acceptable to the Company, with such designation taking effect upon your death. All rights with respect to the RSUs shall be exercisable during your lifetime only by you or your guardian or legal representative. Before actual payment of any vested RSUs, such RSUs shall represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

8.RSUs Not a Service Contract. This RSU Award is not an employment or service contract and nothing in this Agreement, the Grant Notice or the Plan shall be deemed to create in any way whatsoever any obligation on your part to continue in the service of a Participating Company, or of a Participating Company to continue your Service with the Participating Company. In addition, nothing in your RSU Award shall obligate the Company, its stockholders, Board, Officers or Employees to continue any relationship which you might have as a Director or Consultant for the Company.

9.Restrictive Legend. Stock issued pursuant to the vesting of the RSUs may be subject to such restrictions upon the sale, pledge or other transfer of the Stock as the Company and the Company's counsel deem necessary under applicable law or pursuant to this Agreement.

10.Representations, Warranties, Covenants, and Acknowledgments. You hereby agree that in the event the Company and the Company's counsel deem it necessary or advisable in the exercise of their discretion, the transfer or issuance of the shares of Stock issued pursuant to the vesting of the RSUs may be conditioned upon you making certain representations, warranties, and acknowledgments relating to compliance with applicable securities laws.

11.Voting and Other Rights. Subject to the terms of this Agreement, you shall not have any voting rights or any other rights and privileges of a shareholder of the Company unless and until shares of

Stock are issued upon payment of the RSUs.

12.Code Section 409A. It is the intent that the vesting or the payment of the RSUs as set forth in this Agreement shall qualify for exemption from the requirements of Section 409A of the Code, and any ambiguities herein shall be interpreted to so comply. The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify this Agreement as may be necessary to ensure that all vesting or payments provided for under this Agreement are made in a manner that qualifies for exemption from Section 409A of the Code; provided, however, that the Company makes no representation that the vesting or payments of RSUs provided for under this Agreement shall be exempt from Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to the vesting or payments of RSUs provided for under this Agreement.

13.Notices. Any notices provided for in this Agreement, the Grant Notice or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to you, five days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company.

14.Applicable Law. This Agreement shall be governed by the laws of the State of Delaware as if the Agreement were between Delaware residents and as if it were entered into and to be performed entirely within the State of Delaware.

15.Arbitration. Any dispute or claim concerning any RSUs granted (or not granted) pursuant to the Plan and any other disputes or claims relating to or arising out of the Plan shall be fully, finally and exclusively resolved by binding arbitration conducted by the American Arbitration Association pursuant to the commercial arbitration rules in Phoenix, Arizona. By accepting this RSU Award, you and the Company waive your respective rights to have any such disputes or claims tried by a judge or jury.

16.Amendment. Your RSU Award may be amended as provided in the Plan at any time, provided no such amendment may adversely affect this RSU Award without your consent unless such amendment is necessary to comply with any applicable law or government regulation, or is contemplated in Section 12 hereof. No amendment or addition to this Agreement shall be effective unless in writing or in such electronic form as may be designated by the Company.

17.Governing Plan Document. Your RSU Award is subject to this Agreement, the Grant Notice and all the provisions of the Plan, the provisions of which are hereby made a part of this Agreement, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of this Agreement, the Grant Notice and those of the Plan, the provisions of the Plan shall control.

18.Entire Agreement and Severability. This Agreement, the Grant Notice, and the Plan constitute the entire agreement between the parties relating to your RSU Award and supersede all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral. To the extent that a written agreement that specifies the terms of your Service, which became effective before this RSU Award was granted, contains provisions relating to the vesting of equity and equity-based awards that conflict with this Agreement, the Grant Notice, or the Plan, the provisions of this Agreement, the Grant Notice, and the Plan shall control. If any provision of this Agreement is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the

intent of the parties to the extent possible. In any event, all other provisions of this Agreement shall be deemed valid and enforceable to the full extent possible.

19.Description of Electronic Delivery. The Plan documents, which may include but do not necessarily include: the Plan, the Grant Notice, this Agreement, and any reports of the Company provided generally to the Company's shareholders, may be delivered to you electronically. In addition, if permitted by the Company, you may deliver electronically the Grant Notice to the Company or to such third party involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail (“e-mail”) or such other means of electronic delivery specified by the Company.

P.F. Chang's China Bistro, Inc.

Amended & Restated 2006 Equity Incentive Plan

Restricted Stock Unit Grant Notice

[Insert Name] (the “Participant”) has been granted a Restricted Stock Unit Award (the “Award”) pursuant to the P.F. Chang's China Bistro, Inc. Amended & Restated 2006 Equity Incentive Plan (the “Plan”), consisting of one or more rights (each, an “RSU”) subject to all of the terms and conditions as set forth in this Restricted Stock Unit Grant Notice, the Restricted Stock Unit Agreement (attached hereto), and the Plan, which are incorporated herein in their entirety.

Date of Grant:	April 18, 2012
Number of RSUs:	[Insert Number]
Vesting Date:	This RSU Award shall vest on the third anniversary of the Date of Grant, so long as your Service (as defined in the Plan) is continuous from the Date of Grant through that date, except as otherwise specified in the Restricted Stock Unit Agreement.

By accepting this RSU Award (in the form determined by the Company), you acknowledge receipt of, represent that you have read and understand, and agree to the terms of this Restricted Stock Unit Grant Notice, the Restricted Stock Unit Agreement attached hereto, and the Plan.

ATTACHMENT: Restricted Stock Unit Agreement

EX-10.45

Exhibit 10.45

P.F. CHANG'S CHINA BISTRO, INC.

STOCK OPTION AGREEMENT

P.F. Chang's China Bistro, Inc. (the “Company”) has granted to the individual (the “Optionee”) named in the Notice of Grant of Stock Option (the “Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the P.F. Chang's China Bistro, Inc. Amended & Restated 2006 Equity Incentive Plan as set forth in the Notice (the “Plan”), as amended to the Date of Option Grant, the provisions of which are incorporated herein by reference. By accepting the Option (in the form determined by the Company), the Optionee: (a) represents that the Optionee has read and is familiar with the terms and conditions of the Notice, the Plan and this Option Agreement, including the Effect of Termination of Service set forth in Section 7, (b) accepts the Option subject to all of the terms and conditions of the Notice, the Plan and this Option Agreement, (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Notice, the Plan or this Option Agreement, and (d) acknowledges receipt of a copy of the Notice, the Plan and this Option Agreement.

1.Definitions and Construction.

1.1Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Notice or the Plan.

1.2Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of this Option Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

2.Tax Consequences.

2.1Tax Status of Option. This Option is intended to have the tax status designated in the Notice.

(a)Incentive Stock Option. If the Notice so designates, this Option is intended to be an Incentive Stock Option within the meaning of Section 422(b) of the Code, but the Company does not represent or warrant that this Option qualifies as such. The Optionee should consult with the Optionee's own tax advisor regarding the tax effects of this Option and the requirements necessary to obtain favorable income tax treatment under Section 422 of the Code, including, but not limited to, holding period requirements. (NOTE TO OPTIONEE: If the Option is exercised more than three (3) months after the date on which you cease to be an Employee (other than by reason of your death or permanent and total disability as defined in Section 22(e)(3) of the Code), the Option will be treated as a Nonstatutory Stock Option and not as an Incentive Stock Option to the extent required by Section 422 of the Code.)

(b)Nonstatutory Stock Option. If the Notice so designates, this Option is intended to be a Nonstatutory Stock Option and shall not be treated as an Incentive Stock Option within

the meaning of Section 422(b) of the Code.

2.2ISO Fair Market Value Limitation.If the Notice designates this Option as an Incentive Stock Option, then to the extent that the Option (together with all Incentive Stock Options granted to the Optionee under all stock option plans of the Participating Company Group, including the Plan) becomes exercisable for the first time during any calendar year for shares having a Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the portion of such options which exceeds such amount will be treated as Nonstatutory Stock Options. For purposes of this Section 2.2, options designated as Incentive Stock Options are taken into account in the order in which they were granted, and the Fair Market Value of stock is determined as of the time the option with respect to such stock is granted. If the Code is amended to provide for a different limitation from that set forth in this Section 2.2, such different limitation shall be deemed incorporated herein effective as of the date required or permitted by such amendment to the Code. If the Option is treated as an Incentive Stock Option in part and as a Nonstatutory Stock Option in part by reason of the limitation set forth in this Section 2.2, the Optionee may designate which portion of such Option the Optionee is exercising. In the absence of such designation, the Optionee shall be deemed to have exercised the Incentive Stock Option portion of the Option first. Separate certificates representing each such portion shall be issued upon the exercise of the Option. (NOTE TO OPTIONEE: If the aggregate Exercise Price of the Option (that is, the Exercise Price multiplied by the Number of Option Shares) plus the aggregate exercise price of any other Incentive Stock Options you hold (whether granted pursuant to the Plan or any other stock option plan of the Participating Company Group) is greater than $100,000, you should contact the Chief Financial Officer of the Company to ascertain whether the entire Option qualifies as an Incentive Stock Option.)

3.Administration.

All questions of interpretation concerning this Option Agreement shall be determined by the Board. All determinations by the Board shall be final and binding upon all persons having an interest in the Option. Any officer of a Participating Company shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, or election which is the responsibility of or which is allocated to the Company herein, provided the officer has apparent authority with respect to such matter, right, obligation, or election.

4.Exercise of the Option.

4.1Right to Exercise. Except as otherwise provided herein, the Option shall be exercisable on and after the Date of Option Grant (or if later, the Optionee's Service commencement date) and prior to the termination of the Option (as provided in Section 6) in an amount not to exceed the number of Vested Shares less the number of shares previously acquired upon exercise of the Option.

4.2Method of Exercise. Exercise of the Option shall be by written notice to the Company which must state the election to exercise the Option, the number of whole shares of Stock for which the Option is being exercised and such other representations and agreements as to the Optionee's investment intent with respect to such shares as may be required pursuant to the provisions of this Option Agreement. The written notice must be signed by the Optionee and must be delivered in person, by certified or registered mail, return receipt requested, by confirmed facsimile transmission, or by such other means as the Company may permit, to the Chief Financial Officer of the Company, or other authorized representative of the Participating Company Group, prior to the termination of the Option as set forth in Section 6, accompanied by full payment of the

aggregate Exercise Price for the number of shares of Stock being purchased. The Option shall be deemed to be exercised upon receipt by the Company of such written notice and the aggregate Exercise Price.

4.3Payment of Exercise Price.

(a)Forms of Consideration Authorized. Except as otherwise provided below, payment of the aggregate Exercise Price for the number of shares of Stock for which the Option is being exercised shall be made (i) in cash, by check, or cash equivalent, (ii) by tender to the Company of whole shares of Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the aggregate Exercise Price, (iii) by means of a Cashless Exercise, as defined in Section 4.3(b), or (iv) by any combination of the foregoing.

(b)Limitations on Forms of Consideration.

(i)Tender of Stock. Notwithstanding the foregoing, the Option may not be exercised by tender to the Company of shares of Stock to the extent such tender would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Company's stock. The Option may not be exercised by tender to the Company of shares of Stock unless such shares either have been owned by the Optionee for more than six (6) months or were not acquired, directly or indirectly, from the Company.

(ii)Cashless Exercise. A “Cashless Exercise” means the delivery of a properly executed notice together with irrevocable instructions to a broker in a form acceptable to the Company providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares of Stock acquired upon the exercise of the Option pursuant to a program or procedure approved by the Company (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System). The Company reserves, at any and all times, the right, in the Company's sole and absolute discretion, to decline to approve or terminate any such program or procedure.

4.4Tax Withholding. At the time the Option is exercised, in whole or in part, or at any time thereafter as requested by the Company, the Optionee hereby authorizes withholding from payroll and any other amounts payable to the Optionee, and otherwise agrees to make adequate provision for (including by means of a Cashless Exercise to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Participating Company Group, if any, which arise in connection with the Option, including, without limitation, obligations arising upon (i) the exercise, in whole or in part, of the Option, (ii) the transfer, in whole or in part, of any shares acquired upon exercise of the Option, (iii) the operation of any law or regulation providing for the imputation of interest, or (iv) the lapsing of any restriction with respect to any shares acquired upon exercise of the Option. The Company shall have no obligation to deliver shares of Stock until the tax withholding obligations of the Participating Company Group have been satisfied by the Optionee.

4.5Certificate Registration. Except in the event the Exercise Price is paid by means of a Cashless Exercise, the certificate for the shares as to which the Option is exercised shall be registered in the name of the Optionee, or, if applicable, in the names of the heirs of the Optionee.

4.6Restrictions on Grant of the Option and Issuance of Shares. The grant of the

Option and the issuance of shares of Stock upon exercise of the Option shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. The Option may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, the Option may not be exercised unless (i) a registration statement under the Securities Act shall at the time of exercise of the Option be in effect with respect to the shares issuable upon exercise of the Option or (ii) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. THE OPTIONEE IS CAUTIONED THAT THE OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, THE OPTIONEE MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company's legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Option shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the exercise of the Option, the Company may require the Optionee to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

4.7Fractional Shares. The Company shall not be required to issue fractional shares upon the exercise of the Option.

5.Nontransferability of the Option.

The Option may be exercised during the lifetime of the Optionee only by the Optionee or the Optionee's guardian or legal representative and may not be assigned or transferred in any manner except by will or by the laws of descent and distribution. Following the death of the Optionee, the Option, to the extent provided in Section 7, may be exercised by the Optionee's legal representative or by any person empowered to do so under the deceased Optionee's will or under the then applicable laws of descent and distribution.

6.Termination of the Option.

The Option shall terminate and may no longer be exercised on the first to occur of (a) the Option Expiration Date, (b) the last date for exercising the Option following termination of the Optionee's Service as described in Section 7, or (c) a Change in Control to the extent provided in Section 8.

7.Effect of Termination of Service.

7.1Option Exercisability.

(a)Disability. If the Optionee's Service with the Participating Company Group terminates because of the Disability of the Optionee, the Option, to the extent unexercised and exercisable on the date on which the Optionee's Service terminated, may be exercised by the Optionee (or the Optionee's guardian or legal representative) at any time prior to the expiration of twelve (12) months after the date on which the Optionee's Service terminated, but in any event no later than the Option Expiration Date.

(b)Death. If the Optionee's Service with the Participating Company Group terminates because of the death of the Optionee, the Option, to the extent unexercised and exercisable on the date on which the Optionee's Service terminated, may be exercised by the Optionee's legal representative or other person who acquired the right to exercise the Option by reason of the Optionee's death at any time prior to the expiration of twelve (12) months after the date on which the Optionee's Service terminated, but in any event no later than the Option Expiration Date. The Optionee's Service shall be deemed to have terminated on account of death if the Optionee dies within three (3) months after the Optionee's termination of Service.

(c)Other Termination of Service. If the Optionee's Service with the Participating Company Group terminates for any reason, except Disability or death, the Option, to the extent unexercised and exercisable by the Optionee on the date on which the Optionee's Service terminated, may be exercised by the Optionee at any time prior to the expiration of three (3) months (or such other longer period of time as determined by the Board, in its discretion) after the date on which the Optionee's Service terminated, but in any event no later than the Option Expiration Date.

7.2Extension if Exercise Prevented by Law. Notwithstanding the foregoing, if the exercise of the Option within the applicable time periods set forth in Section 7.1 is prevented by the provisions of Section 4.6, the Option shall remain exercisable until three (3) months after the date the Optionee is notified by the Company that the Option is exercisable, but in any event no later than the Option Expiration Date.

7.3Extension if Optionee Subject to Section 16(b). Notwithstanding the foregoing, if a sale within the applicable time periods set forth in Section 7.1 of shares acquired upon the exercise of the Option would subject the Optionee to suit under Section 16(b) of the Exchange Act, the Option shall remain exercisable until the earliest to occur of (i) the tenth (10th) day following the date on which a sale of such shares by the Optionee would no longer be subject to such suit, (ii) the one hundred and ninetieth (190th) day after the Optionee's termination of Service, or (iii) the Option Expiration Date.

7.4Termination for Cause. Except as otherwise provided in a contract of employment or service between a Participating Company and the Optionee, and notwithstanding any other provision of this Option Agreement to the contrary, if the Optionee's Service with the Participating Company Group is terminated for Cause, the Option shall terminate and cease to be exercisable immediately upon such termination of Service.

8.Change in Control.

8.1Effect of Change in Control on Option. In the event of a Change in Control, the Acquiring Corporation may assume the Company's rights and obligations under the Option or substitute for the Option a substantially equivalent option for the Acquiring Corporation's stock. If the Option is not assumed or substituted, at the sole election of the Acquiring Corporation, (a) the Option shall become fully vested and exercisable ten (10) days before the date of the effective date of the Change in Control, or (b) the unvested portion of the Option shall be replaced by a right of the Optionee to receive a cash payment equal to the product of (i) the amount (if any) by which the Fair Market Value of a share of the Company's Stock on the date of the Change in Control exceeds the per-share Exercise Price, multiplied by (ii) the Number of Option Shares specified in the Notice which are not vested as of the effective date of the Change in Control, which cash amount shall be paid within sixty (60) days after the earlier of (I) the Vesting Date provided the Optionee remains in Service until such date or, (II) to the extent that a written agreement specifies the terms of the Optionee's Service, the effective date of a termination without

“cause” or for “good reason” (as each is defined in such agreement). Notwithstanding the foregoing, shares acquired upon exercise of the Option prior to the Change in Control and any consideration received pursuant to or following the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of this Option Agreement except as otherwise provided herein.

8.2Notice. The Company shall provide notice of a Change in Control to the Optionee at least ten (10) days prior to the consummation of a Change in Control. The Company's notice shall summarize the principal terms of the Change in Control, including, without limitation, whether the Acquiring Corporation is assuming the Option or substituting an equivalent option therefore.

9.Adjustments for Changes in Capital Structure.

In the event of any stock dividend, stock split, reverse stock split, recapitalization, combination, reclassification, or similar change in the capital structure of the Company, appropriate adjustments shall be made in the number, Exercise Price and class of shares of stock subject to the Option. If a majority of the shares which are of the same class as the shares that are subject to the Option are exchanged for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event) shares of another corporation (the “New Shares”), the Board may unilaterally amend the Option to provide that the Option is exercisable for New Shares. In the event of any such amendment, the Number of Option Shares and the Exercise Price shall be adjusted in a fair and equitable manner, as determined by the Board, in its discretion. Notwithstanding the foregoing, any fractional share resulting from an adjustment pursuant to this Section 9 shall be rounded down to the nearest whole number, and in no event may the Exercise Price be decreased to an amount less than the par value, if any, of the stock subject to the Option. The adjustments determined by the Board pursuant to this Section 9 shall be final, binding and conclusive

10.Rights as a Stockholder, Employee or Consultant.

The Optionee shall have no rights as a stockholder with respect to any shares covered by the Option until the date of the issuance of a certificate for the shares for which the Option has been exercised (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such certificate is issued, except as provided in Section 9. If the Optionee is an Employee, the Optionee understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating Company and the Optionee, the Optionee's employment is “at will” and is for no specified term. Nothing in this Option Agreement shall confer upon the Optionee any right to continue in the Service of a Participating Company or interfere in any way with any right of the Participating Company Group to terminate the Optionee's Service as an Employee or Consultant, as the case may be, at any time.

11.Notice of Sales Upon Disqualifying Disposition.

The Optionee shall dispose of the shares acquired pursuant to the Option only in accordance with the provisions of this Option Agreement. In addition, if the Notice designates this Option as an Incentive Stock Option, the Optionee shall (a) promptly notify the Chief Financial Officer of the Company if the Optionee disposes of any of the shares acquired pursuant to the Option within one (1) year after the date the Optionee exercises all or part of the Option or within two (2) years after the Date of Option Grant and (b) provide the Company with a description of the circumstances of such disposition. Until such time as the Optionee disposes of such shares in a manner consistent with the provisions of this

Option Agreement, unless otherwise expressly authorized by the Company, the Optionee shall hold all shares acquired pursuant to the Option in the Optionee's name (and not in the name of any nominee) for the one-year period immediately after the exercise of the Option and the two-year period immediately after Date of Option Grant. At any time during the one-year or two-year periods set forth above, the Company may place a legend on any certificate representing shares acquired pursuant to the Option requesting the transfer agent for the Company's stock to notify the Company of any such transfers. The obligation of the Optionee to notify the Company of any such transfer shall continue notwithstanding that a legend has been placed on the certificate pursuant to the preceding sentence.

12.Legends.

The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions, and, if applicable, that the shares were acquired upon exercise of an Incentive Stock Option on all certificates representing shares of stock subject to the provisions of this Option Agreement. The Optionee shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to the Option in the possession of the Optionee in order to carry out the provisions of this Section.

13.Miscellaneous Provisions.

13.1Binding Effect. Subject to the restrictions on transfer set forth herein, this Option Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.

13.2Termination or Amendment. The Board may terminate or amend the Plan or the Option at any time; provided, however, that except as provided in Section 8 in connection with a Change in Control, no such termination or amendment may adversely affect the Option or any unexercised portion hereof without the consent of the Optionee unless such termination or amendment is necessary to comply with any applicable law or government regulation or is required to enable the Option, if designated an Incentive Stock Option in the Notice, to qualify as an Incentive Stock Option. No amendment or addition to this Option Agreement shall be effective unless in writing.

13.3Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Option Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail, with postage and fees prepaid, addressed to the other party at the address shown below that party's signature on the Notice or at such other address as such party may designate in writing from time to time to the other party.

13.4Integrated Agreement. The Notice, this Option Agreement and the Plan constitute the entire understanding and agreement of the Optionee and the Participating Company Group with respect to the subject matter contained herein or therein and supersedes any prior agreements, understandings, restrictions, representations, or warranties among the Optionee and the Participating Company Group with respect to such subject matter other than those as set forth or provided for herein or therein. To the extent contemplated herein or therein, the provisions of the Notice and the Option Agreement shall survive any exercise of the Option and shall remain in full force and effect.

13.5Applicable Law. This Option Agreement shall be governed by the laws of the State of Delaware as such laws are applied to agreements between Delaware residents entered into and to

be performed entirely within the State of Delaware.

13.6Counterparts. The Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

TM Incentive Stock Option	Optionee:
TM Nonstatutory Stock Option	Date:

STOCK OPTION EXERCISE NOTICE

P.F. Chang's China Bistro, Inc.

Attention: Chief Financial Officer

7676 East Pinnacle Peak Road

Scottsdale, AZ 85255

Ladies and Gentlemen:

1.    Option. I was granted an option (the “Option”) to purchase shares of the common stock (the “Shares”) of P.F. Chang's China Bistro, Inc. (the “Company”) pursuant to the Company's equity incentive plan identified below (the “Plan”), my Notice of Grant of Stock Option (the “Notice”) and my Stock Option Agreement (the “Option Agreement”) as follows:

Company Equity Incentive Plan:	Amended & Restated
	2006 Equity Incentive Plan
Grant Number:
Date of Option Grant:
Number of Option Shares:
Exercise Price per Share:	$

2.    Exercise of Option. I hereby elect to exercise the Option to purchase the following number of Shares:

Total Shares Purchased:
Total Exercise Price (Total Shares X Price per Share)	$

3.    Payments. I enclose payment in full of the total exercise price for the Shares in the following form(s), as authorized by my Option Agreement:

TM Cash:	$
TM Check:	$
TM Tender of Company Stock:	Contact Plan Administrator
TM Cashless exercise	Contact Plan Administrator

4.    Tax Withholding. Subject to the Option Agreement, I authorize payroll withholding and otherwise will make adequate provision for the federal, state, local and foreign tax withholding obligations of the Company, if any, in connection with the Option.

5.    Optionee Information.

My address is:

My Social Security Number is:

6.    Notice of Disqualifying Disposition. If the Option is an Incentive Stock Option, I agree that I will promptly notify the Chief Financial Officer of the Company if I transfer any of the Shares within one (1) year from the date I exercise all or part of the Option or within two (2) years of the Date of Option Grant.

7.    Binding Effect. I agree that the Shares are being acquired in accordance with and subject to the terms, provisions and conditions of the Option Agreement, to all of which I hereby expressly assent. This Agreement shall inure to the benefit of and be binding upon the my heirs, executors, administrators, successors and assigns.

I understand that I am purchasing the Shares pursuant to the terms of the Plan, the Notice and my Option Agreement, copies of which I have received and carefully read and understand.

Very truly yours,

(Signature)

Receipt of the above is hereby acknowledged.

P.F. CHANG'S CHINA BISTRO, INC.

By:

Title:

Dated:

P.F. CHANG'S CHINA BISTRO, INC.

NOTICE OF GRANT OF STOCK OPTION

____________________________ (the “Optionee”) has been granted an option (the “Option”) to purchase certain shares of stock of P.F. Chang's China Bistro, Inc. (the “Company”) pursuant to the Company's equity incentive option plan listed below (the “Plan”), as follows:

Company Equity Incentive Plan:	Amend & Restated 2006 Equity Incentive Plan
Date of Option Grant:
Number of Option Shares:
Exercise Price:	$per share
Vesting Date:
Option Expiration Date:	The date seven years after the Date of Option Grant.
Tax Status of Option:	Stock Option.
	(Enter “Incentive” or “Nonstatutory.” If blank, this Option will be a Nonstatutory Stock Option.)

Vested Shares: Except as provided in the Stock Option Agreement, the number of Vested Shares (disregarding any resulting fractional share) as of any date is determined by multiplying the Number of Option Shares by the “Vested Ratio” determined as of such date as follows:

	Vested Ratio
Prior to Vesting Date	0
On Vesting Date, provided the Optionee's service has not terminated prior to such date	100%

By accepting this Option (in the form determined by the Company), the Optionee acknowledges receipt of, represents that the Optionee has read and understands, and agrees to the terms of this Notice of Grant of Stock Option, the Stock Option Agreement attached hereto, and the Plan.

ATTACHMENTS: Amend & Restated 2006 Equity Incentive Plan, as amended to the Date of Option Grant; Stock Option Agreement and Exercise Notice