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 reported): June 18, 2024

Registrant's telephone number, including area code: (714) 500-2400

(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))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Item 9.01 Financial Statements and Exhibits

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.

Exhibit 10.2

BJ’S RESTAURANTS, INC. 

2024 EQUITY INCENTIVE PLAN  

RESTRICTED STOCK UNIT AGREEMENT 

(for Non-Employee Directors)

This Restricted Stock Unit Agreement (this “Agreement”), is made and entered into on the execution date of the Restricted Stock Unit Certificate to which it is attached (the “Certificate”), by and between BJ’s Restaurants, Inc., a California corporation (the “Company”), and the member of the Board of Directors of the Company (“Grantee”) named in the Certificate.

Pursuant to the BJ’s Restaurants, Inc. 2024 Equity Incentive Plan, as amended or restated from time to time (the “Plan”), the administrator of the Plan (the “Administrator”) has authorized the grant to Grantee of restricted stock units (“Restricted Stock Units” or “Award”), upon the terms and subject to the conditions set forth in this Agreement and in the Plan. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Plan.

NOW, THEREFORE, in consideration of the premises and the benefits to be derived from the mutual observance of the covenants and promises contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.          BASIS FOR AWARD. This Award is made in accordance with Section 11 of the Plan. The Grantee hereby receives as of the date hereof an Award of Restricted Stock Units pursuant to the terms of this Agreement (the “Grant”).

2.          UNITS AWARDED.

(a)      The Company hereby awards to the Grantee, Restricted Stock Units for the Hypothetical Number Of Shares set forth in the Certificate. Restricted Stock Units are hypothetical Common Stock units having a value equal to the Fair Market Value of an identical number of shares of the Company’s Common Stock. Each restricted stock unit represents a right to receive one share of Common Stock from the Company at the Payment Date set forth in the Certificate.

(b)      The Company shall, in accordance with the Plan, establish and maintain a Restricted Stock Unit Account for the Grantee, and such account shall be credited for the number of Restricted Stock Units granted to the Grantee. The Restricted Stock Unit Account shall be credited for any securities or other property (including regular cash dividends) distributed by the Company in respect of its Common Stock. Any such property shall be subject to the same vesting schedule as the Restricted Stock Units to which they relate.

(c)      Until the Restricted Stock Units awarded to the Grantee shall have vested and become payable on the Payment Date specified in the Certificate, the Restricted Stock Units and any related securities, cash dividends or other property nominally credited to a Restricted Stock Unit Account may not be sold, transferred, or otherwise disposed of and may not be pledged or otherwise hypothecated.

3.          VESTING. The Restricted Stock Units covered by this Agreement shall vest subject to the Vesting Schedule and Criteria set forth in the Certificate. Upon the occurrence of a Change in Control, the Restricted Stock may become 100% vested as provided in the Plan. Notwithstanding anything to the contrary set forth in the Plan, if the Grantee ceases Active Status for any other reason or if the Grantee ceases to serve as a director, officer, or employee of the Company for reasons other than his or her Retirement or his or her death at a time during which he or she was eligible for Retirement, the unvested Restricted Stock Units shall be forfeited immediately.

4.          PAYMENT. As soon as practicable after the Payment Date set forth in the Certificate, payment shall be made in shares of Common Stock. If the Certificate does not specify a Payment Date, the Payment Date shall be the Vesting Date. The Administrator shall cause a stock certificate to be delivered to the Grantee with respect to such shares free of all restrictions hereunder, except for applicable federal securities laws restrictions. Any securities, cash dividends or other property credited to the Restricted Stock Unit Account other than Restricted Stock Units shall be paid in kind, or, in the discretion of the Administrator, in cash.

5.          COMPLIANCE WITH LAWS AND REGULATIONS. The issuance of Shares upon vesting of the Restricted Stock Units shall be subject to compliance by the Company and the Grantee with all applicable requirements of securities laws, other applicable laws and regulations of any stock exchange or interdealer quotation system on which the Common Stock may be listed at the time of such issuance or transfer. The Grantee understands that the Company is under no obligation to register or qualify the Shares with the Securities and Exchange Commission (“SEC”), any state securities commission or any stock exchange to effect such compliance.

6.          TAX WITHHOLDING. The Grantee agrees that no later than the date as of which the Restricted Stock Units vest, the Grantee shall pay to the Company (in cash or to the extent permitted by the Administrator, Shares held by the Grantee whose Fair Market Value on the day preceding the date the Restricted Stock Units vests is equal to the amount of the Grantee’s tax withholding liability) any federal, state or local taxes of any kind required by law to be withheld, if any, with respect to the Restricted Stock Units for which the restrictions shall lapse (except that withholding of applicable income taxes will be deferred until delivery of such shares of Common Stock underlying such Restricted Stock Units if Grantee elected to receive such shares at a time subsequent to vesting in accordance with the terms of the Certificate). Alternatively, the Company or its Affiliates shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Grantee (including payments due when the Restricted Stock Units vest) any federal, state or local taxes of any kind required by law to be withheld with respect to the shares of Restricted Stock Units.

7.          SECTION 409A LIMITATION. It is the parties' intention that this arrangement comply with Internal Revenue Code Section 409A. In the event the Administrator determines at any time that this Restricted Stock Unit constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code, notwithstanding any provision of the Plan or this Agreement to the contrary, the Award shall satisfy the additional conditions applicable to nonqualified deferred compensation under Section 409A of the Code. Therefore, unless the parties explicitly agree that this provision is inapplicable, notwithstanding anything to the contrary in this or any other agreement:

(a)      A deferral election or second election or change in the time or form of benefit payments that would violate Section 409A shall have no legal effect, and the Grantee shall have the right to receive the amount (and will be taxable on it) as if it had been paid when it would have been paid absent the illegal election. The Grantee promises to repay, with interest at the applicable federal rate, any amount paid prior to the specified Payment Date in violation of Section 409A.

(b)      If the Company mistakenly defers more than the Grantee elected, the excess amount deferred shall be a nonelective Company deferral payable at the time and in the manner as the elected deferral. The Grantee hereby authorizes withholding the mistaken amount from his or her Award.

(c)      If the Company mistakenly defers less than the Grantee elected, the deficiency shall be credited to the Grantee as soon as discovered. The Grantee’s Award thereafter shall be reduced (without adverse consequences to the Company) in a reasonable way specified by the Company to offset the cost of correcting the deficiency.

(d)      In lieu of the foregoing, the Company unilaterally may take any other steps that will prevent any of the errors described above from violating Section 409A.

(e)      Notwithstanding the foregoing, the Company shall have no liability to any Participant or any other person if the terms of this Award do not satisfy the additional conditions applicable to nonqualified deferred compensation under Section 409A of the Code and Section 8 of the Plan.

8.          NONTRANSFERABILITY. This Award is not transferable except as specifically permitted pursuant to Section 7(e) of the Plan.

9.          NO RIGHT TO CONTINUED SERVICE. Nothing in this Agreement shall be deemed by implication or otherwise to impose any limitation on any right of the Company or any of its Affiliates or its shareholders to terminate the Grantee’s Continuous Service at any time, in the absence of a specific written agreement to the contrary.

10.        REPRESENTATIONS AND WARRANTIES OF GRANTEE. The Grantee represents and warrants to the Company that:

(a)      Agrees to Terms of the Plan. The Grantee has received a copy of the Plan and has read and understands the terms of the Plan and this Agreement, and agrees to be bound by their terms and conditions. The Grantee acknowledges that there may be adverse tax consequences upon the vesting of Restricted Stock Units or thereafter if the Award is paid and the Grantee later disposes of the Shares, and that the Grantee should consult a tax advisor prior to such time.

(b)      Cooperation. The Grantee agrees to sign such additional documentation as may reasonably be required from time to time by the Company.

11.        ADJUSTMENT UPON CHANGES IN CAPITALIZATION. In the event of a change in capitalization of the Company as a result of events of the type described in Section 5 of the Plan, the Administrator may make appropriate adjustments to the number and class of shares relating to the Restricted Stock Units as it deems appropriate, in its sole discretion, to preserve the value of this Award. The Administrator’s adjustment shall be made in accordance with the provisions of Section 5 of the Plan and shall be effective and final, binding and conclusive for all purposes of the Plan and this Agreement.

12.        GOVERNING LAW; MODIFICATION. This Agreement shall be governed by the laws of the State of California without regard to the conflict of law principles. The Agreement may not be modified except in writing signed by both parties.

13.        DEFINED TERMS. Except as otherwise provided herein, or unless the context clearly indicates otherwise, capitalized terms used but not defined herein have the definitions as provided in the Plan. The terms and provisions of the Plan are incorporated herein by reference, and the Grantee hereby acknowledges receiving a copy of the Plan. In the event of a conflict or inconsistency between the discretionary terms and provisions of the Plan and the provisions of this Agreement, the Plan shall govern and control.

14.        MISCELLANEOUS. The masculine pronoun shall be deemed to include the feminine, and the singular number shall be deemed to include the plural unless a different meaning is plainly required by the context.

Exhibit 10.3

BJ'S RESTAURANTS, INC.
2024 EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD CERTIFICATE

(Non-Employee Directors)

THIS IS TO CERTIFY that BJ's Restaurants, Inc., a California corporation (the "COMPANY"), has offered you (the "GRANTEE") the right to receive restricted stock units ("RESTRICTED STOCK UNITS" or "AWARD") promulgated under the Company's 2024 Equity Incentive Plan (the "PLAN") on the terms set forth below.

By your electronic authorization, you and the Company agree to be bound by all of the terms and conditions of the Restricted Stock Unit Agreement, which is attached hereto. By executing this Certificate, you hereby irrevocably elect to accept the Restricted Stock Units rights granted pursuant to this Certificate and the related Restricted Stock Unit Agreement and to receive the Award of Restricted Stock Units designated above subject to the terms of this Certificate, the Plan and the Award Agreement.

Exhibit 10.4

BJ’S RESTAURANTS, INC.
2024 EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT

(Employee)

This Restricted Stock Unit Agreement (this “Agreement”), is made and entered into on the execution date of the Restricted Stock Unit Certificate to which it is attached (the “Certificate”), by and between BJ’s Restaurants, Inc., a California corporation (the “Company”), and the Employee (“Grantee”) named in the Certificate.

Pursuant to the BJ’s Restaurants, Inc. 2024 Equity Incentive Plan, as amended or restated from time to time (the “Plan”), the administrator of the Plan (the “Administrator”) has authorized the grant to Grantee of restricted stock units (“Restricted Stock Units” or “Award”), upon the terms and subject to the conditions set forth in this Agreement and in the Plan. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Plan.

NOW, THEREFORE, in consideration of the premises and the benefits to be derived from the mutual observance of the covenants and promises contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.            BASIS FOR AWARD. This Award is made in accordance with Section 11 of the Plan. The Grantee hereby receives as of the date hereof an Award of Restricted Stock Units pursuant to the terms of this Agreement (the “Grant”).

2.            UNITS AWARDED.

(a)          The Company hereby awards to the Grantee, Restricted Stock Units for the Hypothetical Number Of Shares set forth in the Certificate. Restricted Stock Units are hypothetical Common Stock units having a value equal to the Fair Market Value of an identical number of shares of the Company’s Common Stock. Each restricted stock unit represents a right to receive one share of Common Stock from the Company at the Payment Date set forth in the Certificate.

(b)          The Company shall in accordance with the Plan establish and maintain a Restricted Stock Unit Account for the Grantee, and such account shall be credited for the number of Restricted Stock Units granted to the Grantee. The Restricted Stock Unit Account shall be credited for any securities or other property (including regular cash dividends) distributed by the Company in respect of its Common Stock. Any such property shall be subject to the same vesting schedule as the Restricted Stock Units to which they relate.

(c)          Until the Restricted Stock Units awarded to the Grantee shall have vested and become payable on the Payment Date specified in the Certificate, the Restricted Stock Units and any related securities, cash dividends or other property nominally credited to a Restricted Stock Unit Account may not be sold, transferred, or otherwise disposed of and may not be pledged or otherwise hypothecated.

3.            VESTING. The Restricted Stock Units covered by this Agreement shall vest subject to the Vesting Schedule and Criteria set forth in the Certificate. Upon the occurrence of a Change in Control, the Restricted Stock may become 100% vested as provided in the Plan. If the Grantee ceases Active Status for any other reason, the unvested Restricted Stock Units shall be forfeited immediately unless the Board or Committee, in their sole and absolute discretion, determines otherwise.

4.            PAYMENT. As soon as practicable after the Payment Date set forth in the Certificate, payment shall be made in shares of Common Stock. If the Certificate does not specify a Payment Date, the Payment Date shall be the Vesting Date. The Administrator shall cause a stock certificate to be delivered to the Grantee with respect to such shares free of all restrictions hereunder, except for applicable federal securities laws restrictions. Any securities, cash dividends or other property credited to the Restricted Stock Unit Account other than Restricted Stock Units shall be paid in kind, or, in the discretion of the Administrator, in cash.

5.            COMPLIANCE WITH LAWS AND REGULATIONS. The issuance of Shares upon vesting of the Restricted Stock Units shall be subject to compliance by the Company and the Grantee with all applicable requirements of securities laws, other applicable laws and regulations of any stock exchange or interdealer quotation system on which the Common Stock may be listed at the time of such issuance or transfer. The Grantee understands that the Company is under no obligation to register or qualify the Shares with the Securities and Exchange Commission (“SEC”), any state securities commission or any stock exchange to effect such compliance.

6.            TAX WITHHOLDING. The Grantee agrees that no later than the date as of which the Restricted Stock Units vest, the Grantee shall pay to the Company (in cash or to the extent permitted by the Administrator, Shares held by the Grantee whose Fair Market Value on the day preceding the date the Restricted Stock Units vests is equal to the amount of the Grantee’s tax withholding liability) any federal, state or local taxes of any kind required by law to be withheld, if any, with respect to the Restricted Stock Units for which the restrictions shall lapse (except that withholding of applicable income taxes will be deferred until delivery of such shares of Common Stock underlying such Restricted Stock Units if Grantee elected to receive such shares at a time subsequent to vesting in accordance with the terms of the Certificate). Alternatively, the Company or its Affiliates shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Grantee (including payments due when the Restricted Stock Units vest) any federal, state or local taxes of any kind required by law to be withheld with respect to the shares of Restricted Stock Units.

7.            SECTION 409A LIMITATION. It is the parties' intention that this arrangement comply with Internal Revenue Code Section 409A. In the event the Administrator determines at any time that this Restricted Stock Unit constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code, notwithstanding any provision of the Plan or this Agreement to the contrary, the Award shall satisfy the additional conditions applicable to nonqualified deferred compensation under Section 409A of the Code. Therefore, unless the parties explicitly agree that this provision is inapplicable, notwithstanding anything to the contrary in this or any other agreement:

(a)          A deferral election or second election or change in the time or form of benefit payments that would violate Section 409A shall have no legal effect, and the Grantee shall have the right to receive the amount (and will be taxable on it) as if it had been paid when it would have been paid absent the illegal election. The Grantee promises to repay, with interest at the applicable federal rate, any amount paid prior to the specified Payment Date in violation of Section 409A.

(b)          If the Company mistakenly defers more than the Grantee elected, the excess amount deferred shall be a nonelective Company deferral payable at the time and in the manner as the elected deferral. The Grantee hereby authorizes withholding the mistaken amount from his or her Award.

(c)          If the Company mistakenly defers less than the Grantee elected, the deficiency shall be credited to the Grantee as soon as discovered. The Grantee’s Award thereafter shall be reduced (without adverse consequences to the Company) in a reasonable way specified by the Company to offset the cost of correcting the deficiency.

(d)          In lieu of the foregoing, the Company unilaterally may take any other steps that will prevent any of the errors described above from violating Section 409A.

(e)          Notwithstanding the foregoing, the Company shall have no liability to any Participant or any other person if the terms of this Award do not satisfy the additional conditions applicable to nonqualified deferred compensation under Section 409A of the Code and Section 8 of the Plan.

8.            NONTRANSFERABILITY. This Award is not transferable except as specifically permitted pursuant to Section 7(e) of the Plan.

9.            NO RIGHT TO CONTINUED EMPLOYMENT. Nothing in this Agreement shall be deemed by implication or otherwise to impose any limitation on any right of the Company or any of its Affiliates to terminate the Grantee’s Continuous Service at any time, in the absence of a specific written agreement to the contrary.

10.          REPRESENTATIONS AND WARRANTIES OF GRANTEE. The Grantee represents and warrants to the Company that:

(a)          Agrees to Terms of the Plan. The Grantee has received a copy of the Plan and has read and understands the terms of the Plan and this Agreement, and agrees to be bound by their terms and conditions. The Grantee acknowledges that there may be adverse tax consequences upon the vesting of Restricted Stock Units or thereafter if the Award is paid and the Grantee later disposes of the Shares, and that the Grantee should consult a tax advisor prior to such time.

(b)          Cooperation. The Grantee agrees to sign such additional documentation as may reasonably be required from time to time by the Company.

11.          ADJUSTMENT UPON CHANGES IN CAPITALIZATION. In the event of a change in capitalization of the Company as a result of events of the type described in Section 5 of the Plan, the Administrator may make appropriate adjustments to the number and class of shares relating to the Restricted Stock Units as it deems appropriate, in its sole discretion, to preserve the value of this Award. The Administrator’s adjustment shall be made in accordance with the provisions of Section 5 of the Plan and shall be effective and final, binding and conclusive for all purposes of the Plan and this Agreement.

12.          GOVERNING LAW; MODIFICATION. This Agreement shall be governed by the laws of the State of California without regard to the conflict of law principles. The Agreement may not be modified except in writing signed by both parties.

13.          DEFINED TERMS. Except as otherwise provided herein, or unless the context clearly indicates otherwise, capitalized terms used but not defined herein have the definitions as provided in the Plan. The terms and provisions of the Plan are incorporated herein by reference, and the Grantee hereby acknowledges receiving a copy of the Plan. In the event of a conflict or inconsistency between the discretionary terms and provisions of the Plan and the provisions of this Agreement, the Plan shall govern and control.

14.          MISCELLANEOUS. The masculine pronoun shall be deemed to include the feminine, and the singular number shall be deemed to include the plural unless a different meaning is plainly required by the context.

3

Exhibit 10.5

BJ'S RESTAURANTS, INC.
2024 EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD CERTIFICATE

(Employee)

THIS IS TO CERTIFY that BJ's Restaurants, Inc., a California corporation (the "COMPANY"), has offered you (the "GRANTEE") the right to receive restricted stock units ("RESTRICTED STOCK UNITS" or "AWARD") promulgated under the Company's 2024 Equity Incentive Plan (the "PLAN") on the terms set forth below.

By your electronic authorization, you and the Company agree to be bound by all of the terms and conditions of the Restricted Stock Unit Agreement, which is attached hereto. By executing this Certificate, you hereby irrevocably elect to accept the Restricted Stock Units rights granted pursuant to this Certificate and the related Restricted Stock Unit Agreement and to receive the Award of Restricted Stock Units designated above subject to the terms of this Certificate, the Plan and the Award Agreement.

Exhibit 10.6

BJ’S RESTAURANTS, INC.
2024 EQUITY INCENTIVE PLAN

PERFORMANCE STOCK UNIT AGREEMENT

This Performance Stock Unit Agreement (this “Agreement”), is made and entered into on the execution date of the Performance Stock Unit Certificate to which it is attached (the “Certificate”), by and between BJ’s Restaurants, Inc., a California corporation (the “Company”), and the Employee (“Grantee”) named in the Certificate.

Pursuant to the BJ’s Restaurants, Inc. 2024 Equity Incentive Plan, as amended or restated from time to time (the “Plan”), the administrator of the Plan (the “Administrator”) has authorized the grant to Grantee of performance stock units (“Performance Stock Units” or “Award”), upon the terms and subject to the conditions set forth in this Agreement and in the Plan. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Plan.

NOW, THEREFORE, in consideration of the premises and the benefits to be derived from the mutual observance of the covenants and promises contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.          BASIS FOR AWARD. This Award is made in accordance with Section 13 of the Plan. The Grantee hereby receives as of the date hereof an Award of Performance Stock Units pursuant to the terms of this Agreement and the Certificate (the “Grant”).

2.          UNITS AWARDED.

(a)        The Company hereby awards to the Grantee, Performance Stock Units for the Hypothetical Number of Shares set forth in the Certificate. Performance Stock Units are hypothetical Common Stock units having a value equal to the Fair Market Value of an identical number of shares of the Company’s Common Stock. Each restricted stock unit represents a right to receive one share of Common Stock from the Company upon vesting as set forth in the Certificate. Until the Performance Stock Units have vested and the underlying shares of Common Stock are reflected as issued and outstanding on the Company’s stock ledger, Grantee shall have none of the rights of a shareholder with respect to the shares of Common Stock underlying the Award.

(b)        The Company shall in accordance with the Plan establish and maintain a Performance Stock Unit Account for the Grantee, and such account shall be credited for the number of Performance Stock Units granted to the Grantee. The Performance Stock Unit Account shall be credited for any securities or other property (including regular cash dividends) distributed by the Company in respect of its Common Stock. Any such property shall be subject to the same vesting schedule as the Performance Stock Units to which they relate.

(c)        Until the Performance Stock Units awarded to the Grantee shall have vested and become payable as specified in the Certificate, the Performance Stock Units and any related securities, cash dividends or other property nominally credited to a Performance Stock Unit Account may not be sold, transferred, or otherwise disposed of and may not be pledged or otherwise hypothecated.

3.          VESTING. Subject to and contingent upon the achievement of the applicable Performance Goals established by the Committee with respect to the Award, and subject to Grantee’s Active Status on the applicable vesting date, the Performance Stock Units shall vest in accordance with the vesting schedule set forth in the Certificate. Within a reasonable period of time following the end of the Performance Period, the Committee shall determine, in accordance with the Performance Goals and related criteria and methodology established by the Committee for the Performance Period, the extent to which the Performance Goals have been achieved and the actual number of Performance Stock Units becoming vested based on performance during the Performance Period (“Performance Certification”). Except as may be specifically provided in the Plan or in the Certificate, if the Grantee ceases Active Status for any reason, the unvested Performance Stock Units shall be forfeited and cancelled immediately. Active Status for only a portion of the applicable vesting period, even if a substantial portion, will not entitle the Participant to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment as described under the Plan.  

4.          CONVERSION OF UNITS AND ISSUANCE OF SHARES. Subject to the achievement of the applicable Performance Goals, upon each vesting date, one (1) share of Common Stock shall become issuable for each Performance Stock Unit that vests on such date. As soon as practicable after the applicable vesting date, upon satisfaction of any tax withholding obligations, the Company will transfer to Grantee the number of shares of Common Stock with respect to which the restrictions have lapsed. Notwithstanding anything to the contrary contained herein, the vesting date for Performance Stock Units shall be no earlier than the date of the Performance Certification. The Administrator shall cause a stock certificate to be delivered to the Grantee with respect to such shares free of all restrictions hereunder, except for applicable federal securities laws restrictions. 

5.          COMPLIANCE WITH LAWS AND REGULATIONS. The issuance of Shares upon vesting of the Performance Stock Units shall be subject to compliance by the Company and the Grantee with all applicable requirements of securities laws, other applicable laws and regulations of any stock exchange or interdealer quotation system on which the Common Stock may be listed at the time of such issuance or transfer. The Grantee understands that the Company is under no obligation to register or qualify the Shares with the Securities and Exchange Commission (“SEC”), any state securities commission or any stock exchange to effect such compliance. 

6.          TAX WITHHOLDING. The Grantee agrees that no later than the date as of which the Performance Stock Units vest, the Grantee shall pay to the Company (in cash or to the extent permitted by the Administrator, Shares held by the Grantee whose Fair Market Value on the day preceding the date the Performance Stock Units vests is equal to the amount of the Grantee’s tax withholding liability) any federal, state or local taxes of any kind required by law to be withheld, if any, with respect to the Performance Stock Units for which the restrictions shall lapse (except that withholding of applicable income taxes will be deferred until delivery of such shares of Common Stock underlying such Performance Stock Units if Grantee elected to receive such shares at a time subsequent to vesting in accordance with the terms of the Certificate). Alternatively, the Company or its Affiliates shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Grantee (including payments due when the Performance Stock Units vest) any federal, state or local taxes of any kind required by law to be withheld with respect to the shares of Performance Stock Units.

7.          SECTION 409A LIMITATION. It is the parties' intention that this arrangement comply with Internal Revenue Code Section 409A. In the event the Administrator determines at any time that this Performance Stock Unit constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code, notwithstanding any provision of the Plan or this Agreement to the contrary, the Award shall satisfy the additional conditions applicable to nonqualified deferred compensation under Section 409A of the Code. Therefore, unless the parties explicitly agree that this provision is inapplicable, notwithstanding anything to the contrary in this or any other agreement:

(a)        A deferral election or second election or change in the time or form of benefit payments that would violate Section 409A shall have no legal effect, and the Grantee shall have the right to receive the amount (and will be taxable on it) as if it had been paid when it would have been paid absent the illegal election. The Grantee promises to repay, with interest at the applicable federal rate, any amount paid prior to the specified Payment Date in violation of Section 409A.

(b)        If the Company mistakenly defers more than the Grantee elected, the excess amount deferred shall be a non-elective Company deferral payable at the time and in the manner as the elected deferral. The Grantee hereby authorizes withholding the mistaken amount from his or her Award.

(c)        If the Company mistakenly defers less than the Grantee elected, the deficiency shall be credited to the employee as soon as discovered. The Grantee’s Award thereafter shall be reduced (without adverse consequences to the employer) in a reasonable way specified by the Company to offset the cost of correcting the deficiency.

(d)        In lieu of the foregoing, the employer unilaterally may take any other steps that will prevent any of the errors described above from violating Section 409A.

(e)        Notwithstanding the foregoing, the Company shall have no liability to any Participant or any other person if the terms of this Award do not satisfy the additional conditions applicable to nonqualified deferred compensation under Section 409A of the Code and Section 8 of the Plan.

8.          NONTRANSFERABILITY. Neither the Award, nor any interest therein or amount of shares payable in respect thereof, may be sold, assigned, transferred, pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily prior to vesting except as may be specifically permitted pursuant to Section 7(e) of the Plan.

9.          NO RIGHT TO CONTINUED SERVICE. Nothing in this Agreement shall be deemed by implication or otherwise to impose any limitation on any right of the Company or any of its Affiliates to terminate the Grantee’s Active Status at any time, in the absence of a specific written agreement to the contrary.

10.        REPRESENTATIONS AND WARRANTIES OF GRANTEE. The Grantee represents and warrants to the Company that:

(a)        Agrees to Terms of the Plan. The Grantee has received a copy of the Plan and has read and understands the terms of the Plan and this Agreement, and agrees to be bound by their terms and conditions. The Grantee acknowledges that there may be adverse tax consequences upon the vesting of Performance Stock Units or thereafter if the Award is paid and the Grantee later disposes of the Shares, and that the Grantee should consult a tax advisor prior to such time.

(b)        Cooperation. The Grantee agrees to sign such additional documentation as may reasonably be required from time to time by the Company.

11.        ADJUSTMENT UPON CHANGES IN CAPITALIZATION. In the event of a change in capitalization of the Company as a result of events of the type described in Section 5 of the Plan, the Administrator may make appropriate adjustments to the number and class of shares relating to the Performance Stock Units as it deems appropriate, in its sole discretion, to preserve the value of this Award. The Administrator’s adjustment shall be made in accordance with the provisions of Section 5 of the Plan and shall be effective and final, binding and conclusive for all purposes of the Plan and this Agreement.

12.        GOVERNING LAW; MODIFICATION. This Agreement shall be governed by the laws of the State of California without regard to the conflict of law principles. The Agreement may not be modified except in writing signed by both parties.

13.        DEFINED TERMS. Except as otherwise provided herein, or unless the context clearly indicates otherwise, capitalized terms used but not defined herein have the definitions as provided in the Plan. The terms and provisions of the Plan are incorporated herein by reference, and the Grantee hereby acknowledges receiving a copy of the Plan. In the event of a conflict or inconsistency between the discretionary terms and provisions of the Plan and the provisions of this Agreement, the Plan shall govern and control.

14.        SUCCESSORS AND ASSIGNS. The Company may assign any of its rights under this Agreement. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement shall be binding upon Grantee and Grantee’s heirs, executors, administrators, legal representatives, successors and assigns.

15.        INTERPRETATION. Any dispute regarding the interpretation of this Agreement shall be submitted by Grantee or the Company to the Administrator for review. The resolution of such a dispute by the Administrator shall be final and binding on the Company and Grantee.

16.        MISCELLANEOUS. The masculine pronoun shall be deemed to include the feminine, and the singular number shall be deemed to include the plural unless a different meaning is plainly required by the context.

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Exhibit 10.7

BJ'S RESTAURANTS, INC.
2024 EQUITY INCENTIVE PLAN
PERFORMANCE STOCK UNIT AWARD CERTIFICATE

THIS IS TO CERTIFY that BJ's Restaurants, Inc., a California corporation (the "COMPANY"), has offered you (the "GRANTEE") the right to receive performance stock units ("PERFORMANCE STOCK UNITS" or "AWARD") promulgated under the Company's 2024 Equity Incentive Plan (the "PLAN") on the terms set forth below.

Your total target number of Performance Stock Units will vest and become payable in shares of Common Stock based on the achievement of performance goals established for the Measurement Period by the Compensation Committee of the Board of Directors of the Corporation (the “Committee”). Upon determination by the Committee of the performance goals for the Measurement Period, the goals shall be communicated to you in writing. The actual number of stock units that vest and become payable based on performance during the Measurement Period may range from 0% to more than 100% of the number of Performance Stock Units, as such range may be established by the Committee in its sole discretion.

By your electronic authorization, you and the Company agree to be bound by all of the terms and conditions of the Performance Stock Unit Agreement, which is attached hereto. By executing this Certificate, you hereby irrevocably elect to accept the Performance Stock Units rights granted pursuant to this Certificate and the related Performance Stock Unit Agreement and to receive the Award of Performance Stock Units designated above subject to the terms of this Certificate, the Plan and the Award Agreement.

Exhibit 10.8

BJ’S RESTAURANTS, INC.

2024 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT

(Nonqualified Stock Options)

This Stock Option Agreement is made and entered into by and between BJ’s Restaurants, Inc., a California corporation (“Company”), and the option recipient identified in the “BJ’s Restaurants, Inc. 2024 Equity Incentive Plan Notice of Grant of Stock Option” (“Grant Notice”) which is attached hereto (“Optionee”), as of the “Grant Date” set forth in the Grant Notice, with respect to the following facts:

A.          The Company has adopted and the shareholders of the Company have approved the BJ’s Restaurants, Inc. 2024 Equity Incentive Plan, as heretofore amended (the “Plan”), pursuant to which the Company is authorized to grant stock options to directors, consultants and employees of the Company or any of its subsidiaries.

B.          Optionee has received and reviewed a copy of the Plan.

C.          Optionee is an employee or non-employee Director of the Company or a subsidiary of the Company.

D.          This Agreement is comprised of this Stock Option Agreement (this “Agreement”), and the attached Notice of Grant of Stock Option and the related Grant Summary, each of which is incorporated herein by reference.

NOW, THEREFORE, in consideration of the premises and intending to be legally bound, the parties agree as follows:

1.           GRANT OF OPTION. Subject to the terms and conditions set forth herein, the Company hereby grants to Optionee a nonqualified stock option (“Option”) to purchase from the Company, at the “Option Price Per Share” set forth in the Grant Notice, the “Total Number of Shares” of the Company’s authorized and unissued or reacquired shares of common stock set forth in the Grant Notice.

2.           NONQUALIFIED STOCK OPTION. The Option granted to Optionee pursuant to this Agreement is intended to be a “nonqualified stock option” and is not subject to the qualification requirements and limitations applicable to incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

3.           ADMINISTRATION. The Plan provides that it shall be administered by the Compensation Committee of the Board of Directors (the “Committee”) or, in the absence of such Committee, by the Board of Directors of the Company (the “Board”). The Committee shall have full and exclusive power to administer the Plan on behalf of the Board, subject to such terms and conditions as the Committee may prescribe. Notwithstanding anything herein to the contrary, the Committee’s power to administer the Plan, and actions the Committee takes under the Plan, shall be limited by the provisions set forth in the Committee’s charter, as such charter may be amended from time to time, and the further limitation that certain actions may be subject to review and approval by either the full Board or a panel consisting of all of the Independent Directors (as defined in the Plan) of the Company. Subject to the provisions of the Plan, the Committee shall have the authority to construe and interpret the Plan and this Agreement, to delegate administration of the Plan to subcommittees or officers of the Company, to promulgate, amend, and rescind rules and regulations relating to the administration of the Plan and this Agreement, and to make all of the determinations necessary or advisable for administration of the Plan and this Agreement. All decisions, determinations, and interpretations of the Committee shall be final and binding on Optionee, the Company (including its Subsidiaries), any shareholder and all other persons. No administrator of the Plan shall be liable for any action or determination undertaken or made in good faith and in a manner which such person reasonably believed to be in the best interests of the Company with respect to the administration of the Plan or this Agreement. References in this Agreement to the Committee shall include the Committee (or if no Committee exists, the Board) and, to the extent the context requires, any person(s) delegated administrative authority by the Committee (or the Board) with respect to the Plan or this Agreement.

4.           TERM OF OPTION. Unless earlier exercised pursuant to Section 5 of this Agreement, and except as otherwise provided in the Grant Summary or Grant Notice, the Option shall terminate on, and shall not be exercisable after, the expiration of the earliest of: (i) other than in circumstances covered by (ii), (iii), (iv) or (v) below, three (3) months after the effective date of termination of Active Status (as defined in the Plan) of Optionee or, if Optionee is a Non-Employee Director (as defined in the Plan), six (6) months after the date Optionee ceases to be a Director or Consultant (as defined in the Plan); (ii) immediately upon termination of Optionee’s Active Status for Misconduct (as defined in the Plan); (iii) twelve (12) months after the date on which Optionee, other than a Non-Employee Director, ceased performing services as a result of his or her total and permanent Disability (as defined in the Plan); (iv) twelve (12) months after the date of the death of Optionee whose Active Status terminated as a result of his or her death, or (v) in the case of an Optionee's Retirement (as defined in the Plan), the date on which the Option would have expired if no termination of the Participant’s Active Status had occurred. In no event shall the Option be exercisable after ten (10) years after the “Grant Date” set forth in the Grant Notice.

5.           EXERCISE.

5.1         Exercisability. Subject to the terms and conditions of this Agreement, the Option shall become exercisable according to the number of shares set forth on the “Exercise Schedule” in the Grant Summary attached hereto and incorporated herein by reference. In the event the Exercise Schedule does not specify the dates the Option becomes exercisable, the Option shall become exercisable on a cumulative basis as to one-third (1/3) of the total number of shares covered thereby on the first anniversary of the date the Option is granted and an additional one-third (1/3) at the end of each consecutive one-year period thereafter until the Option has become exercisable as to all of such total number of shares. The Option may be exercised by Optionee with respect to any shares of common stock of the Company covered by the Option at any time on or after the date on which the Option becomes exercisable with respect to such shares; provided that the Option may not be exercised at any one time with respect to less than ten (10) shares of common stock of the Company, unless the number of shares with respect to which the Option is exercised is the total number of shares with respect to which the Option is exercisable at the time. To the extent Option vests and becomes exercisable in increments, except as may be specifically provided in the Grant Notice, Grant Summary or the specific terms of any written severance arrangement between the Optionee and the Company, the Option shall cease vesting as of the date of the Optionee’s Disability (as defined in the Plan) or termination of such Optionee’s Active Status (as defined in the Plan) for reasons other than Retirement (as defined in the Plan) or death, in each of which cases such Option shall immediately vest in full.

5.2         Notice of Exercise. Optionee shall exercise the Option by delivering to the Company, either in person or by certified or registered mail, written notice of election to exercise and payment in full of the purchase price as provided in Subsection 5.3 of this Agreement. The written notice shall set forth the whole number of shares with respect to which the Option is being exercised.

5.3         Payment of Purchase Price. The purchase price for any shares of common stock of the Company with respect to which Optionee exercises the Option shall be paid in full at the time Optionee delivers to the Company the written notice of election to exercise. The purchase price shall be paid in cash, by check, or, at the discretion of the Committee or such other person(s) designated by the Committee for such purposes, upon such terms and conditions as the Committee (or such other person(s)) shall approve, either by (i) subject to any restrictions or limitations imposed under applicable law, a request that the Company or the designated brokerage firm conduct a cashless exercise of the Option; (ii) cash; and (iii) tender of shares of Common Stock owned by the Optionee in accordance with rules established by the Committee from time to time. Shares used to pay the exercise price shall be valued at their Fair Market Value (as defined in the Plan) on the exercise date. Payment of the aggregate exercise price by means of tendering previously-owned shares of Common Stock shall not be permitted when the same may, in the reasonable opinion of the Company, cause the Company to record a loss or expense as a result thereof. In addition to the option exercise price, the purchase price shall include the amount of tax required to be withheld (if any) by the Company or any parent or subsidiary corporation as a result of the exercise of the Option.

6.           ISSUANCE OF SHARES. Promptly after the Company’s receipt of the written notice of election to exercise provided for in Subsection 5.2 hereof and Optionee’s payment in full of the purchase price, the Company shall deliver, or cause to be delivered to Optionee, certificates for the whole number of shares with respect to which the Option is being exercised by Optionee or, in the case of a cashless exercise, for any such shares that were not sold in the cashless exercise.

6.1         Registration of Shares. Shares shall be registered in the name of Optionee. If any law or regulation of the Securities and Exchange Commission or of any other federal or state governmental body having jurisdiction shall require the Company or Optionee to take any action prior to issuance to Optionee of the shares of common stock of the Company specified in the written notice of election to exercise, or if any listing agreement between the Company and any national securities exchange requires such shares to be listed prior to issuance, the date of the delivery of such shares shall be adjourned until the completion of such action and/or such listing.

6.2         Restriction on Issuance and Transfer of Shares. Shares of common stock acquired pursuant to the exercise of the Option which are not registered under the Securities Act of 1933 shall be subject to restrictions on transfer. No unregistered shares of common stock acquired pursuant to the exercise of the Option, nor any right or interest therein, may be transferred without the prior written consent of the Company, except by will or the laws of descent and distribution. Any unregistered shares acquired by exercise of the Option shall bear a legend referring to the restrictions and limitations of this Section. The Company may impose stop transfer instructions to implement such restrictions and limitations and may require the Optionee to execute a buy-sell agreement in favor of the Company or its designee with respect to all or any of the shares so acquired. In such event, the terms of such agreement shall apply to such shares.

7.           FRACTIONAL SHARES. In no event shall the Company be required to issue fractional shares upon the exercise of any portion of the Option.

8.           NO RIGHTS AS SHAREHOLDER OR EMPLOYEE. Nothing in this Agreement shall confer upon Optionee the right to continue in service as an employee or consultant of the Company for any period of specific duration, or interfere with or otherwise restrict in any way the rights of the Company (or any subsidiary employing or retaining such person), or of Optionee, which rights are hereby expressly reserved by each, to terminate such person’s services at any time for any reason, with or without cause. Except as provided in Section 9 hereof, no adjustment shall be made for any dividends (ordinary or extraordinary, whether cash, securities, or other property) or distributions or other rights for which the record date is prior to the date such share certificate is issued.

9.           RECAPITALIZATION OR REORGANIZATION OF COMPANY. Except as otherwise provided herein, appropriate and proportionate adjustments shall be made in the number and class of shares subject to the Option, and the exercise price of the Option, in the event that the number of shares of Common Stock of the Company are increased or decreased as a result of a stock dividend (but only on Common Stock), stock split, reverse stock split, recapitalization, reorganization, merger, consolidation, separation, or like change in the corporate or capital structure of the Company. To the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustments shall be made by the Committee, the determination of which in that respect shall be final, binding, and conclusive. No right to purchase fractional shares shall result from any adjustment of the Option pursuant to this Section.

              Unless otherwise provided in the most recently executed agreement between the Optionee and the Company, or specifically prohibited under applicable laws, or by the rules and regulations of any applicable governmental agencies or national securities exchanges or quotation systems, the Option may be Accelerated (as defined in the Plan) upon a Change of Control (as defined in the Plan) in certain circumstances specified in the Plan.

10.         NO TRANSFER OF OPTION. Optionee may not transfer all or any part of the Option except by will, by the laws of descent and distribution, by instrument to an inter vivos or testamentary trust in which the options are to be passed to beneficiaries upon the death of the trustor (settlor), or by gift to “immediate family” as that term is defined in Title 17, Section 240.16a-1(e) of the Code of Federal Regulations. The Option shall not be exercisable during the lifetime of Optionee by any person other than Optionee. In the event of the death of Optionee, the Option or unexercised portion thereof, to the extent (and only to the extent) exercisable by Optionee on the date of his or her death, may be exercised by Optionee’s personal representatives, heirs, or legatees subject to the provisions of Section 4 hereof.

11.         GENERAL PROVISIONS.

11.1       Entire Agreement. This Agreement contains the entire understanding between the parties with respect to the subject matter hereof, and supersedes any and all prior written or oral agreements between the parties with respect to the subject matter hereof. There are no representations, agreements, arrangements, or understandings, either written or oral, between or among the parties with respect to the subject matter hereof which are not set forth in this Agreement.

11.2       Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California.

11.3       Notices. Any notice given pursuant to this Agreement may be served personally on the party to be notified or may be mailed, with postage thereon fully prepaid, by certified or registered mail, with return receipt requested, addressed to the Company at its principal office, to Optionee at Optionee’s residence address according to the records of the Company, or at such other address as either party may designate in writing from time to time. Any notice given as provided in the preceding sentence shall be deemed delivered when given, if personally served, or ten (10) business days after mailing, if mailed.

11.4       Further Acts. Each party to this Agreement agrees to perform such further acts and to execute and deliver such other and additional documents as may be reasonably necessary to carry out the provisions of this Agreement.

11.5       Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability shall not affect any of the other terms, provisions, covenants, or conditions of this Agreement, each of which shall be binding and enforceable.

11.6       Modification and Amendment. This Agreement may not be modified, extended, renewed or substituted without an amendment or other agreement in writing signed by the parties to this Agreement.

4

Exhibit 10.9

BJ’S RESTAURANTS, INC.

2024 EQUITY INCENTIVE PLAN

OPTION GRANT NOTICE

Grant of Option

You have been granted an option to buy shares of common stock of BJ’s Restaurants, Inc. (the "Company") as follows:

Vesting Schedule

Expiration

Unless otherwise specified above, vested options shall expire, terminate, or otherwise be forfeited as specified in Section 8 of the 2024 Equity Incentive Plan (the "Plan") which provides for expiration, termination or forfeiture as follows: (i) other than in circumstances covered by (ii), (iii), (iv) or (v) below, three (3) months after the effective date of termination of Active Status (as defined in the Plan) of Optionee or, if Optionee is a Non-Employee Director (as defined in the Plan), six (6) months after the date Optionee ceases to be a Director; (ii) immediately upon termination of Optionee's Active Status for Misconduct (as defined in the Plan); (iii) twelve (12) months after the date on which Optionee, other than a Non-Employee Director, ceased performing services as a result of his or her total and permanent Disability (as defined in the Plan); (iv) twelve (12) months after the date of the death of Optionee whose Active Status terminated as a result of his or her death, or (v) in the case of an Optionee's Retirement (as defined in the Plan), the date on which the option would have expired if no termination of the Participant’s Active Status had occurred.

Agreement

By your electronic authorization, you and the Company agree that this option is granted under and governed by the terms of the BJ’s Restaurants, Inc. 2024 Equity Incentive Plan, and the form of Stock Option Agreement which is attached hereto and incorporated herein by this reference.