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): February 16, 2009

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 of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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:

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

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

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

o 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.

Performance Unit Awards

On February 16, 2009, the Compensation Committee of the Board of Directors of P.F. Chang’s China Bistro, Inc. (the “Company”) approved the award of 600,000 performance units to each of the Company’s Co-Chief Executive Officers, Richard L. Federico and Robert T. Vivian, pursuant to the Company’s 2006 Equity Incentive Plan. Each award will vest on January 1, 2012, at which time the value of such awards, if any, will be determined and paid in cash.

The cash value of the performance units will be equal to the amount, if any, by which the Company’s final average stock price, as defined, exceeds the strike price. The strike price will be adjusted, either up or down, based on the percentage change in the Russell 2000 Index during the performance period, as defined, which approximates three years. The total value of the performance units is subject to a maximum value of $12.50 per unit. In the event of an executive’s involuntary separation without cause or due to a change in control (as both terms are defined in the executive employment agreements) prior to the end of the performance period, the performance period will end and the maximum value per unit may be calculated at a reduced amount. Additionally, if the Company’s final average stock price declines compared to the strike price, the total value of the performance units, if any, will be reduced by 50 percent.

Amended Executive Employment Agreements

On February 18, 2009, the Company executed amendments to the executive employment agreements for Richard L. Federico and Robert T. Vivian, the Company’s Co-Chief Executive Officers. Each employment agreement was revised to (i) extend the remaining contractual service term through January 1, 2012, (ii) reflect the current executive positions of Mr. Federico and Mr. Vivian within the Company, and (iii) require that any future amendments or modifications to the employment agreements be signed by the Chairman of the Compensation Committee. No other modifications were made to the agreements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	First Amendment to Amended and Restated Executive Employment Agreement, dated February 18, 2009, between P.F. Chang’s China Bistro, Inc. and Richard L. Federico
99.2	First Amendment to Amended and Restated Executive Employment Agreement, dated February 18, 2009, between P.F. Chang’s China Bistro, Inc. and Robert T. Vivian

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.

Date: February 20, 2009	P.F. Chang’s China Bistro, Inc.
	/s/ Mark D. Mumford
	Mark D. Mumford Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	First Amendment to Amended and Restated Executive Employment Agreement, dated February 18, 2009, between P.F. Chang’s China Bistro, Inc. and Richard L. Federico
99.2	First Amendment to Amended and Restated Executive Employment Agreement, dated February 18, 2009, between P.F. Chang’s China Bistro, Inc. and Robert T. Vivian

EX-99.1

EXHIBIT 99.1

FIRST AMENDMENT TO
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT (the “Amendment") to the Amended and Restated Executive Employment Agreement dated as of May 21, 2008 (the “Employment Agreement”), by and between P.F. Chang’s China Bistro, Inc. (“Company”) and Richard L. Federico (“Executive”), effective as of January 5, 2009.

W I T N E S S E T H:

WHEREAS, Company and Executive are parties to the Employment Agreement; and

WHEREAS, the parties wish to amend the Employment Agreement to reflect changes in Executive’s title and the term of the Employment Agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Amendment and in the Agreement, Company and Executive agree as follows:

1. Change in Title. The first sentence of Section 2.1(c) of the Employment Agreement is hereby amended as follows:

“2.1 Position. Executive is employed as Chairman/Co-Chief Executive Officer and shall have the duties and responsibilities assigned by Company at the present date and as may be reasonably assigned from time to time.”

2. Change in Term. Section 3.1 of the Employment Agreement is hereby amended and restated in its entirety as follows.

“3.1 Initial Term. The employment relationship pursuant to this Agreement shall be for an initial term commencing on the Effective Date and continuing through January 1, 2012, unless sooner terminated in accordance with Section 7 below.”

3. Change in Consent Required for Modification. The second sentence of Section 16 of the Employment Agreement is hereby amended to read as follows:

“This Agreement may be amended or modified only with the written consent of Executive and the Chairman, Compensation and Executive Development Committee, of Company.”

4. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the undersigned have signed this Amendment, which shall be effective as of the date first above written.

Date: February 18, 2009	RICHARD L. FEDERICO
	/s/ Richard L. Federico
Date: February 18, 2009	P.F. CHANG’S CHINA BISTRO, INC.
	By:	/s/ Lane Cardwell
		Lane Cardwell, Chairman Compensation and Executive Development Committee

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EX-99.2

EXHIBIT 99.2

FIRST AMENDMENT TO
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT (the “Amendment") to the Amended and Restated Executive Employment Agreement dated as of May 21, 2008 (the “Employment Agreement”), by and between P.F. Chang’s China Bistro, Inc. (“Company”) and Robert T. Vivian (“Executive”), effective as of January 5, 2009.

W I T N E S S E T H:

WHEREAS, Company and Executive are parties to the Employment Agreement; and

WHEREAS, the parties wish to amend the Employment Agreement to reflect changes in Executive’s title and the term of the Employment Agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Amendment and in the Agreement, Company and Executive agree as follows:

1. Change in Title. Section 2.1(c) of the Employment Agreement is hereby amended and restated in its entirety as follows:

“2.1 Position. Executive is employed as Co-Chief Executive Officer and shall have the duties and responsibilities assigned by Company at the present date and as may be reasonably assigned from time to time. Executive shall perform faithfully and diligently all duties assigned to Executive. Company reserves the right to modify Executive’s position and duties at any time in its sole and absolute discretion, provided that the duties assigned are consistent with the position of a senior executive and that Executive continues to report directly to the Board of Directors of Company.”

2. Change in Term. Section 3.1 of the Employment Agreement is hereby amended and restated in its entirety as follows.

“3.1 Initial Term. The employment relationship pursuant to this Agreement shall be for an initial term commencing on the Effective Date and continuing through January 1, 2012, unless sooner terminated in accordance with Section 7 below.”

3. Change in Consent Required for Modification. The second sentence of Section 16 of the Employment Agreement is hereby amended to read as follows:

“This Agreement may be amended or modified only with the written consent of Executive and the Chairman, Compensation and Executive Development Committee, of Company.”

4. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the undersigned have signed this Amendment, which shall be effective as of the date first above written.

Date: February 18, 2009	ROBERT T. VIVIAN
	/s/ Robert T. Vivian
Date: February 18, 2009	P.F. CHANG’S CHINA BISTRO, INC.
	By:	/s/ Lane Cardwell
		Lane Cardwell, Chairman Compensation and Executive Development Committee

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