First Amendment to CMO Employment, Confidentiality & Noncompete Agreement

EXHIBIT 10.9.1 FIRST AMENDMENT TO EMPLOYMENT, CONFIDENTIALITY AND
NONCOMPETE AGREEMENT This First Amendment (the " Amendment" ) to the Employment, Confidentiality and Non-compete Agreement dated the 10 th day of September, 2001 (the " Agreement" ) is made effective as of February 24, 2006, between BUILD-A-BEAR WORKSHOP, INC. (" Company" ) and TERESA KROLL (" Employee" or " Ms. Kroll" ). Recital Company and Employee previously entered into the Agreement whereby Company hired Employee to provide various services to Company under the title of Chief Marketing Bear. Company and Employee now mutually desire to amend the Agreement pursuant to the terms of this Amendment. NOW, THEREFORE, in consideration of the premises and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Section 3(c) of the Agreement is hereby amended as follows:Bonus. Should Company exceed its sales, profits and other objectives for any fiscal year, Employee shall be eligible to receive a bonus for such fiscal year in the amount as determined by the Compensation Committee of the Board of Directors; provided however the potential bonus opportunity for Employee in any given fiscal year will be set by the Compensation Committee such that, if the Company exceeds its objectives, the Company will pay Employee in cash an amount no less than thirty five percent (35%) of the Employee' s base salary for such fiscal year. Employee may be entitled to additional bonus opportunities payable in stock or stock options or combination thereof, all as determined by the Compensation Committee. Unless a different payout schedule is applicable for all executive employees of the Company, any such cash bonus payment will be payable in a single, lump sum payment. In the event of termination of this Agreement because of Employee' s death or disability (as defined by Section 4.1(a) or 4.1(b)), termination by the Company without Cause pursuant to Section 4.1(c) or pursuant to Employee' s right to terminate this Agreement for Good Reason under Section 4.1(d), the bonus criteria shall not change and any bonus shall be pro-rated based on the number of full calendar weeks during the applicable fiscal year during which Employee was employed hereunder.Such bonus, if any, shall be payable after Company' s accountants have finally determined the sales and profits and have issued their audit report with respect thereto for the applicable fiscal year, which determination shall be binding on the parties. Any such bonus shall be paid within seventy-five (75) days after the end of each calendar year, regardless of Employee' s employment status at the time

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EXHIBIT 10.9.1 payment is due. If timely pa ...