0001193125-14-390029 Sample Contracts

AMENDMENT NO. 3
Einstein Noah Restaurant Group Inc • October 31st, 2014 • Retail-eating places • New York

This Amendment No. 3, dated as of September 29, 2014 (this “Amendment”), is among EINSTEIN NOAH RESTAURANT GROUP, INC., a Delaware corporation (the “Borrower”), each other Loan Party (as defined in the Credit Agreement referred to below) party hereto, each lender party hereto (collectively, the “Required Lenders” and individually, a “Required Lender”) and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”) for the Lenders (as defined below).

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Einstein Noah Restaurant Group Inc. Performance Stock Unit Award Agreement
Performance Stock Unit Award Agreement • October 31st, 2014 • Einstein Noah Restaurant Group Inc • Retail-eating places • Delaware

THIS AGREEMENT, effective as of the Date of Grant set forth above, represents the grant of PSUs by the Company to the Participant named above, pursuant to the provisions of the Plan which includes additional terms and conditions governing the grant of PSUs. In the event of a conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan shall govern. All capitalized terms in this Agreement shall have the meaning assigned to them in the Plan, unless specifically defined in this Agreement.

September 7, 2014 Frank Paci Milton, Georgia 30004 Dear Frank:
Letter Agreement • October 31st, 2014 • Einstein Noah Restaurant Group Inc • Retail-eating places • Colorado

This letter agreement (the “Agreement”) between Frank Paci (the “Executive”) and Einstein Noah Restaurant Group, Inc. and its successors and assigns (the “Company”) is entered into effective contemporaneously with Executive’s start date of employment with the Company as set forth above (the “Effective Date”).

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