· ] Shares NOODLES & COMPANY CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • June 17th, 2013 • NOODLES & Co • Retail-eating places • New York
The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”) and UBS Securities LLC (“UBS,” and together with Morgan Stanley, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Noodles & Company, a Delaware corporation (the “Company”), providing for the initial public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley and UBS (the “Underwriters”), of shares (the “Shares”) of the common stock, $.01 par value of the Company (the “Common Stock”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 17th, 2013 • NOODLES & Co • Retail-eating places • Delaware
This Indemnification Agreement (this “Agreement”) is entered into as of , 2013 (the “Effective Date”) by and between Noodles & Company, a Delaware corporation (the “Company”), and (the “Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 17th, 2013 • NOODLES & Co • Retail-eating places • New York
REGISTRATION RIGHTS AGREEMENT, dated as of December 27, 2010 (this “Agreement”), among Noodles & Company, a Delaware corporation (the “Company”), Catterton-Noodles, LLC, a Delaware limited liability company (“Catterton-Noodles”), Argentia Private Investments Inc., a Canadian corporation (“Argentia”), and the other stockholders of the Company named on the signature pages hereto (the “Rollover Holders”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 17th, 2013 • NOODLES & Co • Retail-eating places • Colorado
This Employment Agreement (the “Agreement”) is entered into as of June 7, 2013, by and between Noodles & Company, a Delaware corporation (the “Company”), and Keith Kinsey, an individual (the “Executive”).
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT of NOODLES & COMPANY Dated as of , 2013Stockholders Agreement • June 17th, 2013 • NOODLES & Co • Retail-eating places • Delaware
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of , 2013, among Noodles & Company, a Delaware corporation (the “Company”), and each Sponsor (as defined below) listed on the signature pages hereto, and any other Person that may become a party to this Agreement after the date and pursuant to the terms hereof.
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 17th, 2013 • NOODLES & Co • Retail-eating places
This amendment is dated September 20, 2012 and is between Kevin Reddy (“Executive”) and Noodles & Company (“Company”). The Executive and the Company are parties to an Employment Agreement dated December 27, 2010 (the “Employment Agreement”). The Executive and the Company desire to amend the Employment Agreement to reflect changes in Executive’s officer position.
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 17th, 2013 • NOODLES & Co • Retail-eating places
This amendment is dated September 20, 2012 and is between Keith Kinsey (“Executive”) and Noodles & Company (“Company”). The Executive and the Company are parties to an Employment Agreement dated December 27, 2010 (the “Employment Agreement”). The Executive and the Company desire to amend the Employment Agreement to reflect changes in Executive’s officer position.
ContractAdoption Agreement • June 17th, 2013 • NOODLES & Co • Retail-eating places
NOTE: Execution of this Adoption Agreement creates a legal liability of the Employer with significant tax consequences to the Employer and Participants. Principal Life Insurance Company disclaims all liability for the legal and tax consequences which result from the elections made by the Employer in this Adoption Agreement.
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 17th, 2013 • NOODLES & Co • Retail-eating places
This amendment is dated January 6, 2010 and is between Keith Kinsey (“Executive”) and Noodles & Company (“Company”). The Executive and the Company are parties to an Executive Employment Agreement dated June 25, 2007 (the “Employment Agreement”). The Executive and the Company desire to amend the Employment Agreement to correct scrivener’s errors.
