0000950137-06-006274 Sample Contracts

PANERA BREAD COMPANY
Restricted Stock Agreement • May 25th, 2006 • Panera Bread Co • Retail-eating places • Delaware

AGREEMENT (the “Agreement”) made as of the <<Date>> (the “Grant Date”), between Panera Bread Company (the “Company”), a Delaware corporation having a principal place of business in Richmond Heights, Missouri, and <<First_Name>> <<Last_Name>>(the “Participant”).

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PANERA BREAD COMPANY
Non-Qualified Stock Option Agreement • May 25th, 2006 • Panera Bread Co • Retail-eating places • Delaware

AGREEMENT (the “Agreement”) made as of the ___ day of ___, 2005 (the “Grant Date”), between Panera Bread Company (the “Company”), a Delaware corporation having a principal place of business in Richmond Heights, Missouri, and <<First_Name>> <<Last_Name>> (the “Participant”).

PANERA BREAD COMPANY [Form of] NON-QUALIFIED STOCK OPTION AGREEMENT (Granted Under 2006 Stock Incentive Plan)
Non-Qualified Stock Option Agreement • May 25th, 2006 • Panera Bread Co • Retail-eating places • Delaware

AGREEMENT (the “Agreement”) made as of the ___ day of , (the “Grant Date”), between Panera Bread Company (the “Company”), a Delaware corporation having a principal place of business in Richmond Heights, Missouri, and (the “Participant”).

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