BUFFALO WILD WINGS, INC.
                           2003 EQUITY INCENTIVE PLAN
                     (As Amended Through February 16, 2006)
 
 
                                   SECTION 1.
                                   DEFINITIONS
 
         As used herein, the following terms shall have the meanings indicated
below:
 
          (a)  "Affiliates" shall mean a Parent or Subsidiary of the Company.
 
          (b)  "Committee" shall mean a Committee of two or more directors who
               shall be appointed by and serve at the pleasure of the Board. If
               the Company's securities are registered pursuant to Section 12 of
               the Securities Exchange Act of 1934, as amended, then, to the
               extent necessary for compliance with Rule 16b-3, or any successor
               provision, each of the members of the Committee shall be a
               "non-employee director." Solely for purposes of this Section
               1(a), "non-employee director" shall have the same meaning as set
               forth in Rule 16b-3, or any successor provision, as then in
               effect, of the General Rules and Regulations under the Securities
               Exchange Act of 1934, as amended.
 
          (c)  The "Company" shall mean Buffalo Wild Wings, Inc., a Minnesota
               corporation.
 
          (d)  "Fair Market Value" as of any date shall mean (i) if such stock
               is listed on the Nasdaq National Market, Nasdaq SmallCap Market,
               or an established stock exchange, the price of such stock at the
               close of the regular trading session of such market or exchange
               on such date, as reported by The Wall Street Journal or a
               comparable reporting service, or, if no sale of such stock shall
               have occurred on such date, on the next preceding day on which
               there was a sale of stock; (ii) if such stock is not so listed on
               the Nasdaq National Market, Nasdaq SmallCap Market, or an
               established stock exchange, the average of the closing "bid" and
               "asked" prices quoted by the OTC Bulletin Board, the National
               Quotation Bureau, or any comparable reporting service on such
               date or, if there are no quoted "bid" and "asked" prices on such
               date, on the next preceding date for which there are such quotes;
               or (iii) if such stock is not publicly traded as of such date,
               the per share value as determined by the Board, or the Committee,
               in its sole discretion by applying principles of valuation with
               respect to the Company's Common Stock.
 
          (e)  The "Internal Revenue Code" is the Internal Revenue Code of 1986,
               as amended from time to time.
 
          (f)  The "Participant" means (i) an employee of the Company or any
               Subsidiary to whom an incentive stock option has been granted
               pursuant to Section 9, (ii) a consultant or advisor to or
               director, employee or officer of the Company or any Subsidiary to
               whom a nonqualified stock option has been granted pursuant to
               Section 10, or (iii) a consultant or advisor to, or director,
               employee or officer of the Company or any Subsidiary to whom a
               restricted stock award has been granted pursuant to Section 17.
<PAGE>
 
          (g)  "Parent" shall mean any corporation which owns, directly or
               indirectly in an unbroken chain, fifty percent (50%) or more of
               the total voting power of the Company's outstanding stock.
 
          (h)  The "Plan" means the Buffalo Wild Wings, Inc. 2003 Equity
               Incentive Plan, as amended from time to time, including the form
               of Option and Award Agreements as they may be modified by the
               Board from time to time. This Plan amends and restates the
               Buffalo Wild Wings, Inc. 1995 Stock Option Plan, formerly known
               as the bw-3, Inc. 1995 Stock Option Plan, and, prior to that,
               known as the JMS Associates, Inc. 1995 Stock Option Plan. For
               purposes of the ten-year period described in Section 7, this
               restatement shall be deemed a new stock option plan.
 
          (i)  "Stock" shall mean Common Stock of the Company (subject to
               adjustment as described in Section 12) reserved for incentive and
               nonqualified stock options and restricted stock awards pursuant
               to this Plan.
 
          (j)  A "Subsidiary" shall mean any corporation of which fifty percent
               (50%) or more of the total voting power of outstanding stock is
               owned, directly or indirectly in an unbroken chain, by the
               Company.
 
 
                                   SECTION 2.
                                    PURPOSE
                                    -------
 
         The purpose of the Plan is to promote the success of the Company and
its Subsidiaries by facilitating the employment and retention of competent
personnel and by furnishing incentive to officers, directors, employees,
consultants, and advisors upon whose efforts the success of the Company and its
Subsidiaries will depend to a large degree.
 
         It is the intention of the Company to carry out the Plan through the
granting of stock options which will qualify as "incentive stock options" under
the provisions of Section 422 of the Internal Revenue Code, or any successor
provision, pursuant to Section 9 of this Plan, through the granting of
"nonqualified" stock options pursuant to Section 10 of this Plan, and through
the granting of restricted stock awards pursuant to Section 17 of this Plan.
Adoption of this Plan shall be and is expressly subject to the condition of
approval by the shareholders of the Company within twelve (12) months before or
after the adoption of the Plan by the Board of Directors.
 
                                   SECTION 3.
                             EFFECTIVE DATE OF PLAN
                             ----------------------
 
         The Plan originally became effective as of its date of adoption by the
Board of Directors on April 18, 1995. The effective date of the restatement of
the Plan is the date such restatement is approved by the Board of Directors,
subject to approval by the shareholders of the Company as required in Section 2.
 
 
 
                                       2
<PAGE>
 
                                   SECTION 4.
                                 ADMINISTRATION
                                 --------------
 
         The Plan shall be administered by the Board of Directors of the Company
(hereinafter referred to as the "Board") or by a Committee which may be
appointed by the Board from time to time to administer the Plan (collectively
referred to as the "Administrator"). The Administrator shall have all of the
powers vested in it under the provisions of the Plan, including but not limited
to exclusive authority (where applicable and within the limitations described
herein) to determine, in its sole discretion, whether an incentive stock option,
nonqualified stock option or restricted stock award shall be granted, the
individuals to whom, and the time or times at which, options and awards shall be
granted, the number of shares subject to each option or award, the option price,
and terms and conditions of each option or award. The Administrator shall have
full power and authority to administer and interpret the Plan, to make and amend
rules, regulations and guidelines for administering the Plan, to prescribe the
form and conditions of the respective stock option and restricted stock award
agreements (which may vary from Participant to Participant) evidencing each
option or award and to make all other determinations necessary or advisable for
the administration of the Plan. The Administrator's interpretation of the Plan,
and all actions taken and determinations made by the Administrator pursuant to
the power vested in it hereunder, shall be conclusive and binding on all parties
concerned.
 
         No member of the Board or the Committee shall be liable for any action
taken or determination made in good faith in connection with the administration
of the Plan. In the event the Board appoints a Committee as provided hereunder,
any action of the Committee with respect to the administration of the Plan shall
be taken pursuant to a majority vote of the Committee members or pursuant to the
written resolution of all Committee members.
 
 
                                   SECTION 5.
                                  PARTICIPANTS
                                  ------------
 
         The Administrator shall from time to time, at its discretion and
without approval of the shareholders, designate those employees to whom
incentive stock options shall be granted pursuant to Section 9 of the Plan;
those employees, officers, directors, consultants and advisors of the Company or
of any Subsidiary to whom nonqualified stock options shall be granted pursuant
to Section 10 of the Plan; and those employees, officers, directors, consultants
and advisors of the Company or any Subsidiary to whom restricted stock awards
shall be granted pursuant to Section 11 of the Plan; provided, however, that
consultants or advisors shall not be eligible to receive stock options or
restricted stock awards hereunder unless such consultant or advisor renders bona
fide services to the Company or Subsidiary and such services are not in
connection with the offer or sale of securities in a capital raising transaction
and do not directly or indirectly promote or maintain a market for the Company's
securities. The Administrator may grant additional incentive stock options,
nonqualified stock options and restricted stock awards under this Plan to some
or all Participants then holding options or awards or may grant options and
awards solely or partially to new Participants. In designating Participants, the
Administrator shall also determine the number of shares to be optioned or
awarded to each such Participant. The Board may from time to time designate
individuals as being ineligible to participate in the Plan.
 
 
                                       3
<PAGE>
 
                                   SECTION 6.
                                     STOCK
                                     -----
 
         The Stock to be optioned or awarded under this Plan shall consist of
authorized but unissued shares of Stock. One Million Four Hundred Fifty Thousand
(1,450,000) shares of Stock shall be reserved and available for stock options
and restricted stock awards under the Plan; provided, however, that the total
number of shares of Stock reserved for options and restricted stock awards under
this Plan shall be subject to adjustment as provided in Section 12 of the Plan.
In the event (i) any portion of an outstanding stock option or restricted stock
award under the Plan for any reason expires, (ii) any portion of an outstanding
stock option is terminated prior to the exercise of such option, or (iii) any
portion of a restricted stock award is terminated prior to the lapsing of any
risks of forfeiture on such stock, the shares of Stock allocable to such portion
of the option or award shall continue to be reserved for stock options and
restricted stock awards under the Plan and may be optioned or awarded hereunder.
 
 
                                   SECTION 7.
                                DURATION OF PLAN
                                ----------------
 
         Incentive stock options may be granted pursuant to the Plan from time
to time during a period of ten (10) years from the effective date of the
restatement of this Plan as defined in Section 3. Nonqualified stock options and
restricted stock awards may be granted pursuant to the Plan from time to time
after the effective date of the Plan and until the Plan is discontinued or
terminated by the Board. Any incentive stock option granted during such ten-year
period and any nonqualified stock option or restricted stock award granted prior
to the termination of the Plan by the Board shall remain in full force and
effect until the expiration of the option or award as specified in the written
stock option or restricted stock award agreement and shall remain subject to the
terms and conditions of this Plan.
 
 
                                   SECTION 8.
                                    PAYMENT
                                    -------
 
         Participants may pay for shares upon exercise of stock options granted
pursuant to this Plan with cash, personal check, certified check or, if approved
by the Administrator in its sole discretion, previously-owned shares of the
Company's Common Stock valued at such Stock's then Fair Market Value, or such
other form of payment as may be authorized by the Administrator. The
Administrator may, in its sole discretion, limit the forms of payment available
to the Participant and may exercise such discretion any time prior to the
termination of the option granted to the Participant or upon any exercise of the
option by the Participant. "Previously-owned shares" means shares of the
Company's Common Stock which the Participant has owned for at least six (6)
months prior to the exercise of the stock option, or for such other period of
time as may be required by generally accepted accounting principles.
 
                                       4
<PAGE>
 
         With respect to payment in the form of Common Stock of the Company, the
Administrator may require advance approval or adopt such rules as it deems
necessary to assure compliance with Rule 16b-3, or any successor provision, as
then in effect, of the General Rules and Regulations under the Securities
Exchange Act of 1934, if applicable.
 
 
                                   SECTION 9.
                 TERMS AND CONDITIONS OF INCENTIVE STOCK OPTIONS
                 -----------------------------------------------
 
         Each incentive stock option granted pursuant to this Section 9 shall be
evidenced by a written stock option agreement (the "Option Agreement"). The
Option Agreement shall be in such form as may be approved from time to time by
the Administrator and may vary from Participant to Participant; provided,
however, that each Participant and each Option Agreement shall comply with and
be subject to the following terms and conditions:
 
          (a)  Number of Shares and Option Price. The Option Agreement shall
               state the total number of shares covered by the incentive stock
               option. To the extent required to qualify the Option as an
               incentive stock option under Section 422 of the Internal Revenue
               Code, or any successor provision, the option price per share
               shall not be less than one hundred percent (100%) of the Fair
               Market Value of the Common Stock per share on the date the
               Administrator grants the option; provided, however, that if a
               Participant owns stock possessing more than ten percent (10%) of
               the total combined voting power of all classes of stock of the
               Company or of its Parent or any Subsidiary, the option price per
               share of an incentive stock option granted to such Participant
               shall not be less than one hundred ten percent (110%) of the Fair
               Market Value of the Common Stock per share on the date of the
               grant of the option. The Administrator shall have full authority
               and discretion in establishing the option price and shall be
               fully protected in so doing.
 
          (b)  Term and Exercisability of Incentive Stock Option. The term
               during which any incentive stock option granted under the Plan
               may be exercised shall be established in each case by the
               Administrator. To the extent required to qualify the Option as an
               incentive stock option under Section 422 of the Internal Revenue
               Code, or any successor provision, in no event shall any incentive
               stock option be exercisable during a term of more than ten (10)
               years from the date on which it is granted; provided, however,
               that if a Participant owns stock possessing more than ten percent
               (10%) of the total combined voting power of all classes of stock
               of the Company or of its Parent or any Subsidiary, the incentive
               stock option granted to such Participant shall be exercisable
               during a term of not more than five (5) years from the date on
               which it is granted. The Option Agreement shall state when the
               incentive stock option becomes exercisable and shall also state
               the maximum term during which the option may be exercised. In the
               event an incentive stock option is exercisable immediately, the
               manner of exercise of the option in the event it is not exercised
               in full immediately shall be specified in the Option Agreement.
               The Administrator may accelerate the exercise date of any
               incentive stock option granted hereunder which is not immediately
               exercisable as of the date of grant.
 
                                       5
<PAGE>
 
          (c)  Withholding. The Company or its Subsidiary shall be entitled to
               withhold and deduct from future wages of the Participant all
               legally required amounts necessary to satisfy any and all
               withholding and employment-related taxes attributable to the
               Participant's exercise of an incentive stock option or a
               "disqualifying disposition" of shares acquired through the
               exercise of an incentive stock option as defined in Internal
               Revenue Code Section 421(b). In the event the Participant is
               required under the Option Agreement to pay the Company, or make
               arrangements satisfactory to the Company respecting payment of,
               such withholding and employment-related taxes, the Board may, in
               its discretion and pursuant to such rules as it may adopt, permit
               the Participant to satisfy such obligation, in whole or in part,
               by electing to have the Company withhold shares of Common Stock
               otherwise issuable to the Participant as a result of the option's
               exercise having a Fair Market Value equal to the minimum required
               tax withholding, based on the minimum statutory withholding rates
               for federal and state tax purposes, including payroll taxes, that
               are applicable to the supplemental income resulting from the
               option. In no event may the Company or any Affiliate withhold
               shares having a Fair Market Value in excess of such statutory
               minimum required tax withholding. The Participant's election to
               have shares withheld for this purpose shall be made on or before
               the date the option is exercised or, if later, the date that the
               amount of tax to be withheld is determined under applicable tax
               law. Such election shall be approved by the Board and otherwise
               comply with such rules as the Board may adopt to assure
               compliance with Rule 16b-3, or any successor provision, as then
               in effect, of the General Rules and Regulations under the
               Securities Exchange Act of 1934, if applicable.
 
          (d)  Other Provisions. The Option Agreement authorized under this
               Section 9 shall contain such other provisions as the
               Administrator shall deem advisable. Any such Option Agreement
               shall contain such limitations and restrictions upon the exercise
               of the option as shall be necessary to ensure that such option
               will be considered an "incentive stock option" as defined in
               Section 422 of the Internal Revenue Code or to conform to any
               change therein.
 
 
                                   SECTION 10.
               TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTIONS
               --------------------------------------------------
 
         Each nonqualified stock option granted pursuant to this Section 10
shall be evidenced by a written Option Agreement. The Option Agreement shall be
in such form as may be approved from time to time by the Administrator and may
vary from Participant to Participant; provided, however, that each Participant
and each Option Agreement shall comply with and be subject to the following
terms and conditions:
 
                                       6
<PAGE>
 
          (a)  Number of Shares and Option Price. The Option Agreement shall
               state the total number of shares covered by the nonqualified
               stock option. Unless otherwise determined by the Administrator,
               the option price per share shall be one hundred percent (100%) of
               the Fair Market Value of the Common Stock per share on the date
               the Administrator grants the option; provided, however, that the
               option price may not be less than eighty-five percent (85%) of
               the Fair Market Value of the Common Stock per share on the date
               of grant.
 
          (b)  Term and Exercisability of Nonqualified Stock Option. The term
               during which any nonqualified stock option granted under the Plan
               may be exercised shall be established in each case by the
               Administrator. The Option Agreement shall state when the
               nonqualified stock option becomes exercisable and shall also
               state the maximum term during which the option may be exercised.
               In the event a nonqualified stock option is exercisable
               immediately, the manner of exercise of the option in the event it
               is not exercised in full immediately shall be specified in the
               Option Agreement. The Administrator may accelerate the exercise
               date of any nonqualified stock option granted hereunder which is
               not immediately exercisable as of the date of grant.
 
          (c)  Withholding. The Company or its Subsidiary shall be entitled to
               withhold and deduct from future wages of the Participant all
               legally required amounts necessary to satisfy any and all
               withholding and employment-related taxes attributable to the
               Participant's exercise of a nonqualified stock option. In the
               event the Participant is required under the Option Agreement to
               pay the Company or Subsidiary, or make arrangements satisfactory
               to the Company or Subsidiary respecting payment of, such
               withholding and employment-related taxes, the Administrator may,
               in its discretion and pursuant to such rules as it may adopt,
               permit the Participant to satisfy such obligation, in whole or in
               part, by delivering shares of the Company's Common Stock or by
               electing to have the Company or Subsidiary withhold shares of
               Common Stock otherwise issuable to the Participant having a Fair
               Market Value equal to the minimum required tax withholding, based
               on the minimum statutory withholding rates for federal and state
               tax purposes, including payroll taxes, that are applicable to the
               supplemental income resulting from the exercise of the
               nonqualified stock option. In no event may the Company or
               Subsidiary withhold shares having a Fair Market Value in excess
               of such statutory minimum required tax withholding. The
               Participant's election to have shares withheld for this purpose
               shall be made on or before the date the option is exercised or,
               if later, the date that the amount of tax to be withheld is
               determined under applicable tax law. Such election shall be
               approved by the Administrator and otherwise comply with such
               rules as the Administrator may adopt to assure compliance with
               Rule 16b-3, or any successor provision, as then in effect, of the
               General Rules and Regulations under the Securities Exchange Act
               of 1934, if applicable.
 
          (d)  Other Provisions. The Option Agreement authorized under this
               Section 10 shall contain such other provisions as the
               Administrator shall deem advisable.
 
                                       7
<PAGE>
 
 
                                   SECTION 11.
                               TRANSFER OF OPTIONS
                               -------------------
 
         No incentive stock option shall be transferable, in whole or in part,
by the Participant other than by will or by the laws of descent and
distribution. During the Participant's lifetime, the incentive stock option may
be exercised only by the Participant. If the Participant shall attempt any
transfer of any incentive stock option granted under the Plan during the
Participant's lifetime, such transfer shall be void and the incentive stock
option, to the extent not fully exercised, shall terminate.
 
         No nonqualified stock option shall be transferred, except that the
Administrator may, in its sole discretion, permit the Participant to transfer
any or all nonqualified stock options to any member of the Participant's
"immediate family" as such term is defined in Rule 16a-1(e) promulgated under
the Securities Exchange Act of 1934, or any successor provision, or to one or
more trusts whose beneficiaries are members of such Participant's "immediate
family" or partnerships in which such family members are the only partners;
provided, however, that the Participant cannot receive any consideration for the
transfer and such transferred nonqualified stock option shall continue to be
subject to the same terms and conditions as were applicable to such nonqualified
stock option immediately prior to its transfer.
 
 
                                   SECTION 12.
             RECAPITALIZATION, SALE, MERGER, EXCHANGE OR LIQUIDATION
             -------------------------------------------------------
 
         If, following adoption of this Plan, the Company effects an increase or
decrease in the number of shares of Common Stock in the form of a subdivision or
consolidation of shares, or the payment of a stock dividend, or effects any
other increase or decrease in the number of shares of Common Stock without
receipt of consideration by the Company, the number of shares of Option Stock
reserved under Section 6 hereof and the number of shares of Option Stock covered
by each outstanding option and restricted stock award, and the price per share
thereof, shall be appropriately adjusted by the Board to reflect such change.
Additional shares which may be credited pursuant to such adjustment shall be
subject to the same restrictions as are applicable to the shares with respect to
which the adjustment relates.
 
         Unless otherwise provided in the Option or Award Agreement, in the
event of an acquisition of the Company through the sale of substantially all of
the Company's assets and the consequent discontinuance of its business or
through a merger, consolidation, exchange, reorganization, reclassification,
extraordinary dividend, divestiture or liquidation of the Company (collectively
referred to as a "transaction"), the Board may provide for one or more of the
following:
 
          (a)  the equitable acceleration of the exercisability of any
               outstanding options and the lapsing of the risks of forfeiture on
               any restricted stock awards;
 
                                       8
<PAGE>
 
          (b)  the complete termination of this Plan, the cancellation of
               outstanding options not exercised prior to a date specified by
               the Board (which date shall give Participants a reasonable period
               of time in which to exercise the options prior to the
               effectiveness of such transaction), and the cancellation of any
               restricted stock awards for which the risks of forfeiture have
               not lapsed;
 
          (c)  that Participants holding outstanding stock options shall
               receive, with respect to each share of Stock subject to such
               options, as of the effective date of any such transaction, cash
               in an amount equal to the excess of the Fair Market Value of such
               Stock on the date immediately preceding the effective date of
               such transaction over the option price per share of such options;
               provided that the Board may, in lieu of such cash payment,
               distribute to such Participants shares of stock of the Company or
               shares of stock of any corporation succeeding the Company by
               reason of such transaction, such shares having a value equal to
               the cash payment herein;
 
          (d)  that Participants holding outstanding restricted stock awards
               shall receive, with respect to each share of Stock subject to
               such awards, as of the effective date of any such transaction,
               cash in an amount equal to the Fair Market Value of such Stock on
               the date immediately preceding the effective date of such
               transaction; provided that the Board may, in lieu of such cash
               payment, distribute to such Participants shares of stock of the
               Company or shares of stock of any corporation succeeding the
               Company by reason of such transaction, such shares having a value
               equal to the cash payment herein;
 
          (e)  the continuance of the Plan with respect to the exercise of
               options which were outstanding as of the date of adoption by the
               Board of such plan for such transaction and provide to
               Participants holding such options the right to exercise their
               respective options as to an equivalent number of shares of stock
               of the corporation succeeding the Company by reason of such
               transaction; and
 
          (f)  the continuance of the Plan with respect to restricted stock
               awards for which the risks of forfeiture have not lapsed as of
               the date of adoption by the Board of such plan for such
               transaction and provide to Participants holding such awards the
               right to receive an equivalent number of shares of stock of the
               corporation succeeding the Company by reason of such transaction.
 
The Board may restrict the rights of or the applicability of this Section 12 to
the extent necessary to comply with Section 16(b) of the Securities Exchange Act
of 1934, the Internal Revenue Code or any other applicable law or regulation.
The grant of an option or restricted stock award pursuant to the Plan shall not
limit in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge, exchange or consolidate or to dissolve, liquidate, sell
or transfer all or any part of its business or assets.
 
                                       9
<PAGE>
 
                                   SECTION 13.
                               INVESTMENT PURPOSE
                               ------------------
 
         No shares of Common Stock shall be issued pursuant to the Plan unless
and until there has been compliance, in the opinion of Company's counsel, with
all applicable legal requirements, including without limitation, those relating
to securities laws and stock exchange listing requirements. As a condition to
the issuance of Stock to Participant, the Administrator may require Participant
to (i) represent that the shares of Stock are being acquired for investment and
not resale and to make such other representations as the Administrator shall
deem necessary or appropriate to qualify the issuance of the shares as exempt
from the Securities Act of 1933 and any other applicable securities laws, and
(ii) represent that Participant shall not dispose of the shares of Stock in
violation of the Securities Act of 1933 or any other applicable securities laws
or any company policies then in effect.
 
         As a further condition to the grant of any stock option or the issuance
of Stock to Participant, Participant agrees to the following:
 
          (a)  In the event the Company advises Participant that it plans an
               underwritten public offering of its Common Stock in compliance
               with the Securities Act of 1933, as amended, and the
               underwriter(s) seek to impose restrictions under which certain
               shareholders may not sell or contract to sell or grant any option
               to buy or otherwise dispose of part or all of their stock
               purchase rights of the underlying Common Stock, Participant will
               not, for a period not to exceed 180 days from the prospectus,
               sell or contract to sell or grant an option to buy or otherwise
               dispose of any stock option granted to Participant pursuant to
               the Plan or any of the underlying shares of Common Stock without
               the prior written consent of the underwriter(s) or its
               representative(s).
 
          (b)  In the event the Company makes any public offering of its
               securities and determines in its sole discretion that it is
               necessary to reduce the number of issued but unexercised stock
               purchase rights so as to comply with any state's securities or
               Blue Sky law limitations with respect thereto, the Board of
               Directors of the Company shall have the right (i) to accelerate
               the exercisability of any stock option and the date on which such
               option must be exercised, provided that the Company gives
               Participant prior written notice of such acceleration, and (ii)
               to cancel any options or portions thereof which Participant does
               not exercise prior to or contemporaneously with such public
               offering.
 
          (c)  In the event of a transaction (as defined in Section 12 of the
               Plan), Participant will comply with Rule 145 of the Securities
               Act of 1933 and any other restrictions imposed under other
               applicable legal or accounting principles if Participant is an
               "affiliate" (as defined in such applicable legal and accounting
               principles) at the time of the transaction, and Participant will
               execute any documents necessary to ensure compliance with such
               rules.
 
                                       10
<PAGE>
 
The Company reserves the right to place a legend on any stock certificate issued
upon the exercise of an option or upon the grant of a restricted stock award
pursuant to the Plan to assure compliance with this Section 13.
 
                                   SECTION 14.
                             RIGHTS AS A SHAREHOLDER
                             -----------------------
 
         A Participant (or the Participant's successor or successors) shall have
no rights as a shareholder with respect to any shares covered by an incentive
stock option or nonqualified stock option until the date of the issuance of a
stock certificate evidencing such shares. No adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property), distributions or other rights for which the record date is prior to
the date such stock certificate is actually issued (except as otherwise provided
in Section 12 of the Plan).
 
 
                                   SECTION 15.
                              AMENDMENT OF THE PLAN
                              ---------------------
 
         The Board may from time to time, insofar as permitted by law, suspend
or discontinue the Plan or revise or amend it in any respect; provided, however,
that no such revision or amendment, except as is authorized in Section 12, shall
impair the terms and conditions of any stock option or restricted stock award
which is outstanding on the date of such revision or amendment to the material
detriment of the Participant without the consent of the Participant.
Notwithstanding the foregoing, no such revision or amendment shall (i) increase
the number of shares subject to the Plan except as provided in Section 12
hereof, (ii) change the designation of the class of employees eligible to
receive stock options or restricted stock awards, (iii) decrease the price at
which options may be granted, or (iv) increase the benefits accruing to
Participants under the Plan, without the approval of the shareholders of the
Company if such approval is required for compliance with the requirements of any
applicable law or regulation. Furthermore, the Plan may not, without the
approval of the shareholders, be amended in any manner that will cause incentive
stock options to fail to meet the requirements of Section 422 of the Internal
Revenue Code.
 
 
                                   SECTION 16.
                        NO OBLIGATION TO EXERCISE OPTION
                        --------------------------------
 
         The granting of a stock option shall impose no obligation upon the
Participant to exercise such option. Further, the granting of a stock option or
restricted stock award hereunder shall not impose upon the Company or any
Subsidiary any obligation to retain the Participant in its employ for any
period.
 
 
                                       11
<PAGE>
 
                                   SECTION 17.
                RESTRICTED STOCK AND RESTRICTED STOCK UNIT AWARDS
                -------------------------------------------------
 
         Each restricted stock/restricted stock unit award granted pursuant to
the Plan shall be evidenced by a written restricted stock/restricted stock unit
agreement (the `Restricted Stock Agreement' or `Restricted Unit Agreement,' as
the case may be). The Restricted Stock Agreement or Restricted Stock Unit
Agreement shall be in such form as may be approved from time to time by the
Administrator and may vary from Participant to Participant; provided, however,
that each Participant and each Restricted Stock Agreement or Restricted Stock
Unit Agreement shall comply with and be subject to the following terms and
conditions:
 
          (a)  Number of Shares. The Restricted Stock Agreement or Restricted
               Stock Unit Agreement shall state the total number of shares of
               Stock covered by the restricted stock/restricted stock unit
               award.
 
          (b)  Risks of Forfeiture. The Restricted Stock Agreement or Restricted
               Stock Unit Agreement shall set forth the risks of forfeiture, if
               any, which shall apply to the shares of Stock covered by the
               restricted stock/restricted stock unit award, and shall specify
               the manner in which such risks of forfeiture shall lapse. The
               Administrator may, in its sole discretion, modify the manner in
               which such risks of forfeiture shall lapse but only with respect
               to those shares of Stock which are restricted as of the effective
               date of the modification.
 
          (c)  Issuance of Shares; Rights as Shareholder.
 
                           (i) With respect to a restricted stock award, the
                  Company shall cause to be issued a stock certificate
                  representing such shares of Stock in the Participant's name,
                  and shall deliver such certificate to the Participant;
                  provided, however, that the Company shall place a legend on
                  such certificate describing the risks of forfeiture and other
                  transfer restrictions set forth in the Participant's
                  Restricted Stock Agreement and providing for the cancellation
                  and return of such certificate if the shares of Stock subject
                  to the restricted stock award are forfeited. Until the risks
                  of forfeiture have lapsed or the shares subject to such
                  restricted stock award have been forfeited, the Participant
                  shall be entitled to vote the shares of Stock represented by
                  such stock certificates and shall receive all dividends
                  attributable to such shares, but the Participant shall not
                  have any other rights as a shareholder with respect to such
                  shares.
 
                           (ii) With respect to a restricted stock unit award,
                  as the risks of forfeiture on the restricted stock units
                  lapse, the Administrator shall cause to be issued one or more
                  stock certificates in the Participant's name and shall deliver
                  such certificates to the Participant in satisfaction of such
                  restricted stock units. Until the risks of forfeiture on the
                  restricted stock units have lapsed, the Participant shall not
                  be entitled to vote any shares of stock which may be acquired
                  through the restricted stock units, shall not receive any
                  dividends attributable to such shares, and shall not have any
                  other rights as a shareholder with respect to such shares.
 
                                       12
<PAGE>
 
          (d)  Withholding Taxes. The Company or its Subsidiary shall be
               entitled to withhold and deduct from future wages of the
               Participant all legally required amounts necessary to satisfy any
               and all withholding and employment-related taxes attributable to
               the Participant's restricted stock/restricted stock unit award.
               In the event the Participant is required under the Restricted
               Stock Agreement or Restricted Stock Unit Agreement to pay the
               Company or Subsidiary, or make arrangements satisfactory to the
               Company or Subsidiary respecting payment of, such withholding and
               employment-related taxes, the Administrator may, in its
               discretion and pursuant to such rules as it may adopt, require
               the Participant to satisfy such obligations, in whole or in part,
               by delivering shares of Stock received pursuant to a restricted
               stock/restricted stock unit award on which the risks of
               forfeiture have lapsed or to permit the Participant to satisfy
               such obligations, in whole or in part, by delivering shares of
               Common Stock, including shares of Stock received pursuant to a
               restricted stock/restricted stock unit award on which the risks
               of forfeiture have lapsed. Such shares shall have a Fair Market
               Value equal to the minimum required tax withholding, based on the
               minimum statutory withholding rates for federal and state tax
               purposes, including payroll taxes, that are applicable to the
               supplemental income resulting from the lapsing of the risks of
               forfeiture on such restricted stock/restricted stock unit. In no
               event may the Participant deliver shares having a Fair Market
               Value in excess of such statutory minimum required tax
               withholding. The Participant's election to deliver shares of
               Common Stock for this purpose shall be made on or before the date
               that the amount of tax to be withheld is determined under
               applicable tax law. Such election shall be approved by the
               Administrator and otherwise comply with such rules as the
               Administrator may adopt to assure compliance with Rule 16b-3, or
               any successor provision, as then in effect, of the General Rules
               and Regulations under the Securities Exchange Act of 1934, if
               applicable.
 
          (f)  Nontransferability. No restricted stock/restricted stock unit
               award shall be transferable, in whole or in part, by the
               Participant, other than by will or by the laws of descent and
               distribution, prior to the date the risks of forfeiture described
               in the Restricted Stock Agreement or Restricted Stock Unit
               Agreement have lapsed. If the Participant shall attempt any
               transfer of any restricted stock/restricted stock unit award
               granted under the Plan prior to such date, such transfer shall be
               void and the restricted stock/restricted stock unit award shall
               terminate.
 
          (g)  Other Provisions. The Restricted Stock Agreement or Restricted
               Stock Unit Agreement authorized under this Section 17 shall
               contain such other provisions as the Administrator shall deem
               advisable.
 
 
                                       13
<PAGE>
               - FOLD AND DETACH HERE AND READ THE REVERSE SIDE -
 
--------------------------------------------------------------------------------
 
 
                            Buffalo Wild Wings, Inc.
                         ANNUAL MEETING OF SHAREHOLDERS
 
             Thursday, May 11, 2006, 9:00 a.m. Eastern Daylight Time
           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
 
 
The undersigned appoints Sally J. Smith and Mary J. Twinem, and each of them, as
proxies, each with the power to appoint her substitute, and authorizes each of
them to represent and to vote, as designated on the reverse hereof, all of the
shares of common stock of Buffalo Wild Wings, Inc. held of record by the
undersigned at the close of business on March 30, 2006 at the Annual Meeting of
Shareholders of Buffalo Wild Wings, Inc. to be held on May 11, 2006 or at any
adjournment thereof.