Related Party Transactions and Outside Related Director Information

P.F. Chang's China Bistro, Inc. (PFCB)

3/31/2004, 4/8/2005 and 3/30/2006 Proxy Information

No related party transactions or special relationships reported for this company. Director relationships marked "Outside Related" at this firm will most often be former executives of the company. Additional information regarding these relationships will be added during our regular updates.

3/10/2003 Proxy Information

The Company entered into an employment agreement with Paul M. Fleming on January 1, 1996. Pursuant to the terms of the agreement, Mr. Fleming served as a director and was an employee for a term which expired December 31, 1998. On September 2, 1998, the Company amended the employment agreement to provide for Mr. Fleming’s transition from an employee to one of its consultants. Pursuant to the terms of the employment agreement, as amended, the Company retained Mr. Fleming as a consultant through March 2001 and nominated him as a director each year during the period beginning January 1, 1999 and ending December 30, 2001. Beginning January 1, 1999, Mr. Fleming was compensated for services rendered as a consultant and reimbursed for all actual, out-of-pocket expenses incurred in providing such services through March 1, 2001, at which time his consulting agreement expired. The agreement prohibits Mr. Fleming from competing with the Company in the area of Chinese and Asian food concepts during the term of the agreement and for two years after the termination thereof. Mr. Fleming did not stand for re-election to the Board in 2002.

In August 2002, the Company executed employment agreements with its Chief Executive Officer, its President, and the President of Pei Wei Asian Diner, Inc., its majority owned subsidiary. The term for these agreements is three years and the agreements prohibit these officers from competing with the Company and Pei Wei Asian Diner, Inc. in the area of Chinese and Asian food concepts during the term of the agreements and for one year after termination.

The agreements with the Chief Executive Officer and the President of the Company also provide for immediate vesting of unvested stock options, and the extension of the expiration date to three years, after the occurrence of certain events. These events include a change in control of the Company, termination of the executive’s employment by the Company without cause or separation of employment by the executive for “good reason” (as defined in the agreements).

The agreement with the President of Pei Wei Asian Diner, Inc. contains similar provisions with respect to a change in control for Pei Wei Asian Diner, Inc. and termination without cause but also includes a provision whereby the Company could be required to repurchase his shares of common stock in this subsidiary at fair value should a termination without cause or for “good reason” (as defined in the agreement) occur. The agreement covers ten shares of Pei Wei Asian Diner, Inc. common stock issued as of December 29, 2002, and options to purchase 46 shares of which 40 were unvested as of December 29, 2002.