8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 5, 2015

PANERA BREAD COMPANY

(Exact name of registrant as specified in its charter)

Delaware	000-19253		04-2723701
(State or other Jurisdiction of Incorporation)	(Commission File Number)		(IRS Employer Identification No.)
3630 South Geyer Road, Suite 100 St. Louis, MO		63127
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: 314-984-1000

Not Applicable

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Officers; Compensatory Arrangements of Certain Officers.

Amendment to 2005 Long-Term Incentive Program

On August 5, 2015, the board of directors (the “Board”) of Panera Bread Company (the “Company”) approved an amendment to the Company’s 2005 Long-Term Incentive Program, as amended (the “2005 LTIP”). The amendment (1) provides that the 2005 LTIP is a sub-plan under the Company’s 2015 Stock Incentive Plan (the “2015 Plan), (2) other than in the section describing the establishment of the 2005 LTIP, eliminates all references in the 2005 LTIP to the Company’s 2006 Stock Incentive Plan and replaces such references with references to the 2015 Plan, (3) specifies how the fair market value of Class A common stock of the Company (the “Class A Common Stock”) will be determined on any day that is not a trading day, (4) provides that except as provided in the 2015 Plan, no restricted stock award, stock settled appreciation right or stock option granted under the 2005 LTIP (each, a “2005 LTIP Award”) will vest earlier than the first anniversary of its date of grant and (5) provides that each participant shall pay to the Company, or make provisions satisfactory to the Company for payment of, any withholding taxes in respect of a 2005 LTIP Award, unless the Company elects to withhold in cash from such participant’s remuneration, if any, or in kind from the shares of Class A Common Stock otherwise deliverable to such participant on vesting or exercise of the applicable 2005 LTIP award, the amount required to be withheld.

The foregoing description of the amendment to the 2005 LTIP is qualified in its entirety by reference to the 2005 LTIP, as amended, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Forms of Award Agreements under 2015 Stock Incentive Plan and 2005 Long-Term Incentive Program

On August 5, 2015, the Board approved the following new forms of award agreements for use in connection with grants of awards under the 2015 Plan: (1) form of Non-Qualified Stock Option Agreement for directors attached hereto as Exhibit 10.2; (2) form of Restricted Stock Agreement attached hereto as Exhibit 10.3; and (3) form of Stock Settled Appreciation Right Agreement attached hereto as Exhibit 10.4. The Board also approved the following new forms of award agreements for use in connection with grants of awards under the 2005 LTIP: (1) form of Restricted Stock Agreement attached hereto as Exhibit 10.5; and (2) form of Stock Settled Appreciation Right Agreement attached hereto as Exhibit 10.6. Exhibits 10.2, 10.3, 10.4, 10.5 and 10.6 are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

See Exhibit Index attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		PANERA BREAD COMPANY
Date:	August 10, 2015	By:	/s/ Louis DiPietro
		Name:	Louis DiPietro
		Title:	Senior Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
10.1	2005 Long-Term Incentive Program, as amended
10.2	Form of Non-Qualified Stock Option Agreement for directors under the 2015 Stock Incentive Plan
10.3	Form of Restricted Stock Agreement under the 2015 Stock Incentive Plan
10.4	Form of Stock Settled Appreciation Right Agreement under the 2015 Stock Incentive Plan
10.5	Form of Restricted Stock Agreement under the 2005 Long-Term Incentive Program, as amended
10.6	Form of Stock Settled Appreciation Right Agreement under the 2005 Long-Term Incentive Program, as amended

EX-10.1

Exhibit 10.1

As amended, May 25, 2006,

August 3, 2009 and August 5, 2015

PANERA BREAD COMPANY

2005 LONG-TERM INCENTIVE PROGRAM

(Sub-plan under 2015 Stock Incentive Plan)

Section 1. Establishment.

Effective September 1, 2005, Panera Bread Company (the “Company”) established the Long-Term Incentive Program (the “LTIP”) as a sub-plan under the Company’s 1992 Equity Incentive Plan (the “1992 Plan”) and the Company’s 2001 Employee, Director and Consultant Stock Option Plan (the “2001 Plan”). Effective May 25, 2006, the Company ceased granting awards under the 1992 Plan and the 2001 Plan and the LTIP was established as a sub-plan under the Company’s 2006 Stock Incentive Plan (the “2006 Plan”). Effective May 21, 2015, the Company will not grant any further awards under the 2006 Plan. Effective August 5, 2015, the LTIP will be a sub-plan under the Company’s 2015 Stock Incentive Plan (the “2015 Plan”). Notwithstanding anything to the contrary herein, except to the extent permitted by the 2015 Plan, the provisions of the 2015 Plan shall apply for purposes of the LTIP with respect to any awards under the 2015 Plan.

Section 2. General Purpose of the Plan and Definitions.

The purpose of the LTIP is to provide eligible individuals with a meaningful stake in the Company’s success through long-term incentive awards. In doing so, the Company hopes to motivate and reward the attainment of longer-term profitable growth goals, support the recruitment and retention of individuals critical to the long-term success of the Company and align individual participants’ interests with those of customers and stockholders.

Except to the extent required by the 2015 Plan, whenever used in the LTIP, the following terms shall have the meanings set forth in this Section 2. Capitalized terms not otherwise defined herein shall have the meanings set forth in the 2015 Plan.

a) Cause. Cause shall include (and is not limited to) dishonesty with respect to the Company or any affiliate of the Company, insubordination, substantial malfeasance or non-feasance of duty, unauthorized disclosure of confidential information, or conduct substantially prejudicial to the business of the Company or any affiliate of the Company or any other circumstance which would constitute or be deemed “cause” pursuant to any other agreement entered into between an LTIP Participant and the Company or an affiliate of the Company, as determined by the Committee or any officer designated by it, in its, his or her sole discretion. The determination of the Committee or such designated officer as to the existence of Cause will be conclusive on the LTIP Participant and the Company.

b) Change in Control. Any of the following events: (i) the purchase or other acquisition by any person, entity or group of persons, within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934 (the “Act”) (excluding, for this purpose, the Company, its affiliates and any employee benefit plan (or related trust) of the Company or its affiliates), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of 50% or more of the combined voting power of the Company’s then-outstanding voting securities entitled to vote generally in the election of directors in any transaction or series of transactions; (ii) when individuals who, as of the effective date of the LTIP, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board, provided that any person who becomes a director subsequent to the effective date of the LTIP whose election, or nomination for election by the Company’s stockholders, was approved in advance by a vote of at least a majority of the directors then comprising the Incumbent Board excluding members of its Incumbent Board who are no longer serving as directors shall be, for purposes of this section, considered as though such person were a member of the Incumbent Board; provided, however, the following persons shall not be considered members of the Incumbent Board: (a) individuals whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of directors of the Company and (b) individuals approved by the Incumbent Board as a result of an agreement intended to avoid or settle an actual or threatened contest; (iii) consummation of a reorganization, merger or consolidation, except in each case following such

reorganization, merger or consolidation: (a) persons who were the stockholders of the Company immediately prior to such reorganization, merger or consolidation immediately thereafter own more than 50% of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated corporation’s then-outstanding voting securities, and (b) a majority of members of the board or other governing body of such reorganized, merged or consolidated corporation were members of the Incumbent Board at the time of the execution of the initial agreement or the approval of the transaction by the Board; (iv) approval by stockholders of a liquidation or dissolution of the Company (and the Company shall commence such liquidation or dissolution), or consummation of the sale of all or substantially all of the assets of the Company (in one transaction or a series of transactions); or (v) any other event that a majority of the members of the Incumbent Board, in their sole discretion, shall determine may constitute a Change in Control.

c) Choice Award. An award that provides designated LTIP Participants with the choice to receive the award in a) Restricted Stock, b) a Stock Settled Appreciation Right (“SSAR”), or c) a combination of Restricted Stock and a SSAR.

d) Committee. The Compensation and Management Development Committee of the Board of Directors of the Company, or any successor committee designated by such Board to assume the responsibilities for the administration of this LTIP.

e) Deferred Annual Bonus Match Award. A deferred bonus that is awarded to designated LTIP participants based on a percentage of the LTIP Participant’s earned annual bonus as determined in accordance with Section 8(a.)

f) Disability. Permanent and total disability as defined in Section 22(e)(3) of the Code.

g) Fair Market Value. With respect to Common Stock:

(i) if the Common Stock is listed on a national securities exchange or traded in the over-the-counter market and sales prices are regularly reported for the Common Stock, the closing price of the Common Stock on the date of grant or determination;

(ii) if the Common Stock is not traded on a national securities exchange but is traded on the over-the-counter market, if sales prices are not regularly reported for the Common Stock for the trading day referred to in Section 2(g)(i), and if bid and asked prices for the Common Stock are regularly reported, the mean between the bid and the asked price for the Common Stock at the close of trading in the over-the-counter market on the date of grant or determination; and

(iii) if the Common Stock is neither listed on a national securities exchange nor traded in the over-the-counter market, such value as the Committee, in good faith, shall determine.

For any date that is not a trading day, the Fair Market Value of a share of Common Stock for such date will be determined by using the closing sale price or the mean between the bid and asked prices, as appropriate, for the immediately preceding trading day and with the timing in the formulas above adjusted accordingly. The Board can substitute a particular time of day or other measure of “closing sale price” or “bid and asked prices” if appropriate because of exchange or market procedures or can, in its sole discretion, use weighted averages either on a daily basis or such longer period as complies with Code Section 409A.

h) LTIP Award. Any Performance Award, Restricted Stock, Choice Award or Deferred Annual Bonus Match awarded to an LTIP Participant in accordance with Section 5, 6, 7 or 8.

i) LTIP Participant. A director, employee or consultant of the Company or any affiliate of the Company as designated in Section 4 for participation in one or more programs under the LTIP; provided, however, that only those persons eligible for awards under the 2015 Plan may receive such awards under the LTIP.

j) Stock Option. A non-statutory stock option granted pursuant to an LTIP Participant’s election of such

option in accordance with Section 7.

k) Performance Award. An award determined in accordance with Section 5(a) and payable to designated LTIP Participants on the basis of the achievement of Performance Goals for a Performance Period.

l) Performance Goal. One or more goals, which may include financial and non-financial measures, established by the Committee for a Performance Period.

m) Performance Period. One or more periods of time, which may be varying and overlapping durations, as the Committee may select, over which the attainment of one or more Performance Goals will be measured for purposes of determining an LTIP Participant’s right to and the payment of any Performance Awards.

n) Restricted Stock Award. An award determined in accordance with Section 6.

o) Stock Settled Appreciation Right. A Stock Settled Appreciation Right (“SSAR”), granted pursuant to an LTIP Participant’s election of such choice in accordance with Section 7, is an award in the form of a right to receive Common Stock, upon exercise of the SSAR, in an amount equal to the appreciation in the value of the underlying Common Stock over a base price established in the SSAR. The SSAR holder, upon exercise, shall be entitled to receive an amount of Common Stock equal to the quotient of (i) the product of (x) the amount by which the Fair Market Value of the Common Stock on the date of exercise exceeds the measurement price established pursuant to the applicable SSAR agreement, provided that such measurement price shall not be less than 100% of the Fair Market Value of the Common Stock on the date of grant, multiplied by (y) the number of shares of Common Stock subject to the SSAR being exercised, divided by (ii) the Fair Market Value of the Common Stock on the date of exercise. Each SSAR will be exercisable at such times and subject to such terms and conditions as the Committee may specify in the applicable SSAR agreement; provided, however, that no SSAR will be granted for a term in excess of 10 years.

Section 3. Administration of LTIP

The LTIP shall be administered by the Committee, and all interpretations and decisions with respect to the application of LTIP shall be at the sole discretion of the Committee. The Committee shall have the authority to determine the terms and conditions, including but not limited to any restrictions and vesting conditions related to LTIP Awards or any required acknowledgments or agreements for any awards, not inconsistent with the terms of the LTIP and 2015 Plan, and to approve the form of written instruments and the terms and conditions evidencing LTIP Awards. The Committee may at any time adopt, alter and repeal such administrative rules, guidelines and practices governing the operation of the LTIP as it shall from time to time decide. To the extent permitted by applicable law and the 2015 Plan, the Committee, in its sole discretion, may delegate to the Chief Executive Officer and/or other designated officers of the Company all or part of the Committee’s authority and duties with respect to the granting of LTIP Awards.

All decisions and interpretations of the Committee shall be binding on all persons, including the Company and LTIP Participants.

Section 4. Eligibility and Participation in LTIP.

Except as provided by law or in the 2015 Plan, the Chief Executive Officer and/or other officers of the Company appointed by the Committee from time to time shall designate eligible individuals for participation in the LTIP, and the LTIP Award(s) for which such individuals shall be eligible, in his or their sole discretion, subject to the approval of the Committee; provided, however, that the LTIP participation of the Chief Executive Officer shall be determined by the Committee.

Section 5. Performance Award.

An LTIP Participant shall be eligible for Performance Awards, if so selected by the Committee or its delegatee, in accordance with the following guidelines (which may be adjusted by the Committee from time to time in its sole discretion with respect to one or more LTIP Participants and which are not required to be uniform among LTIP

Participants for each award):

a) Target Award. For each Performance Period, a designated LTIP Participant as determined as of the first day of the Performance Period and to whom the Committee determines, in its sole discretion, to grant a Performance Award under this Section 5(a) shall be granted a target Performance Award equal to a percentage of his or her annualized base salary in effect as of the first day of the first fiscal year in the Performance Period, or date of hire, if later, or such other date if so determined by the Committee. To the extent required by the 2015 Plan, Performance Awards shall be subject to the terms and conditions of the 2015 Plan.

Notwithstanding the foregoing, an individual who first becomes an LTIP Participant under Section 4 after the beginning of a Performance Period and to whom the Committee determines, in its sole discretion, to grant an LTIP Award under this Section 5(a) shall be awarded a pro rata target Performance Award determined by the Committee on the basis of his or her annualized base salary in effect upon being designated to receive a Performance Award and the length of time since designation remaining in the Performance Period.

b) Performance Goals. With respect to each Performance Award granted to designated LTIP Participants, the Committee shall select, within the first 90 days or, if less, the first 25% of a Performance Period, the Performance Goals for such Performance Award, and the achievement targets with respect to each Performance Goal, and may select a threshold level of performance below which no amount will become payable with respect to such Performance Award, and a maximum Performance Award. Notwithstanding the foregoing sentence, in recognition of the difficulty in establishing multi-year performance metrics that promote the purpose of the LTIP and provide fair treatment in the determination of Performance Awards, beginning with the Performance Period for the three year period beginning in 2015 and ending in 2017, in the event the minimum threshold level of performance established by the Committee is not achieved, but the Company’s earnings per share (“EPS”) over the Performance Period is at or above the 50th percentile of the range of EPS of a peer group of publicly traded restaurant companies with a market capitalization of at least $250 million, as selected by the Committee, then the Committee shall have the discretion to grant Performance Awards of up to the LTIP Participants’ targeted award payout. Each Performance Award will specify the target amount payable, or the formula for determining the amount payable, upon achievement of the various applicable Performance Goals. The Performance Goals established by the Committee may be (but need not be) different for each Performance Period. As soon as practicable following the end of the Performance Period, the Committee shall determine the extent to which the Performance Goals have been achieved, and the percentage of the target Performance Award payable based on the level at which Performance Goals have been achieved.

c) Form of Payment. Performance Awards shall be payable partly in cash and, provided that sufficient shares of Common Stock are available under the 2015 Plan, with the remainder payable in whole shares of Common Stock (with any fractional share paid in cash) based on their Fair Market Value on the day the Committee has determined that the Performance Goals have been achieved for the Performance Period, or any combination thereof as determined by the Committee. Shares of Common Stock so issued shall be issued for no consideration or such minimum consideration as may be required by applicable law. To the extent that sufficient shares of Common Stock are not available, the portion of the Performance Award otherwise payable in Common Stock shall be paid in cash.

d) Payment of Performance Awards. Payment shall be made in a lump sum as soon as practicable following the Committee’s determination regarding achievement of the Performance Goals, but in no event later than two and one half months following the close of the Performance Period. Except as provided in Section 10, an LTIP Participant must be employed on the day of payout in order to receive payment of a Performance Award for such Performance Period.

e) Unfunded Liability. The Performance Award shall be unfunded and shall not create (or be construed to create) a trust or separate fund. Likewise, the Performance Award shall not establish any fiduciary relationship between the Company and the LTIP Participant. To the extent that any LTIP Participant holds any rights by virtue of a LTIP Award, such rights shall be no greater than the rights of an

unsecured general creditor of the Company.

Section 6. Restricted Stock Award.

Subject to the provisions of the 2015 Plan, an LTIP Participant shall be eligible for one or more grants of Restricted Stock, if so selected by the Committee or its delegatee, on such date(s) as shall be determined by the Committee in accordance with the following guidelines (which may be adjusted by the Committee from time to time in its sole discretion with respect to one or more LTIP Participants and which are not required to be uniform among LTIP Participants for each award):

a) Target Award. LTIP Participants, as designated in accordance with Section 4, shall be granted a target Restricted Stock Award equal to a number of shares of Restricted Stock as determined by the Committee.

Shares of Restricted Stock shall be issued for no consideration or such minimum consideration as may be required by applicable law.

b) Restrictions. A Restricted Stock Award entitles the recipient to receive shares of Common Stock subject to such restrictions and conditions as the Committee may determine at the time of grant. Conditions may be based on continuing employment (or other service relationship) and/or achievement of pre-established performance conditions, or such other conditions as the Committee may determine. The grant of Restricted Stock is contingent on the grantee executing a Restricted Stock Award agreement and such other acknowledgments or agreements as determined by the Committee in its sole discretion. The terms and conditions of each Restricted Stock Award agreement and such other acknowledgments and agreements shall be determined by the Committee and such terms and conditions may differ among individual awards and grantees. Except as provided in the 2015 Plan, no Restricted Stock Award shall vest earlier than the first anniversary of its date of grant.

Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided herein or in the Restricted Stock Award agreement and consistent with applicable Company policies.

Notwithstanding anything to the contrary herein, all of the terms of and conditions of any Restricted Stock Award granted hereunder shall be subject to the terms and conditions of the 2015 Plan.

c) Vesting of Restricted Stock. The Committee at the time of grant shall specify the date or dates and/or the attainment of any pre-established performance goals, objectives and other conditions on which the non-transferability of the Restricted Stock or forfeiture shall lapse. Subsequent to such date or dates the shares on which all restrictions have lapsed shall no longer be Restricted Stock and shall be deemed “vested.” Except as may otherwise be provided by the Committee either in the Restricted Stock Award agreement or in a subsequent writing after the Restricted Stock Award agreement is issued, subject to Section 10 below, a grantee’s rights in any shares of Restricted Stock that have not vested shall automatically terminate upon the grantee’s termination of employment with the Company or its affiliates.

Section 7. Choice Award.

Subject to the provisions of the 2015 Plan, an LTIP Participant shall be eligible for Choice Awards, if so selected by the Committee or its delegatee, in accordance with the following guidelines (which may be adjusted by the Committee from time to time in its sole discretion with respect to one or more LTIP Participants and which are not required to be uniform among LTIP Participants for each award):

a) Target Award. LTIP Participants as designated in accordance with Section 4, shall be eligible for a Choice Award under this Section 7 equal to a percentage of his or her annualized base salary in effect as of the date the Choice Award is determined.

b) Participant Choice. The LTIP Participant may elect to receive the Award under Section 7(a) in the form of Restricted Stock and/or in the form of a SSAR (or, if determined by the Committee, Stock Options) in such proportions and on such terms and conditions as determined by the Committee in its

sole discretion.

If the LTIP Participant elects to receive some or all of the Award under this Section 7(b) in the form of Restricted Stock, the Restricted Stock shall be subject to the terms and conditions set forth in a Restricted Stock Award agreement approved by the Committee.

If the LTIP Participant elects to receive some or all of the Award under this Section 7(b) in the form of a SSAR (or, if determined by the Committee, Stock Options), such SSAR (or Stock Options) shall be subject to the terms and conditions set forth in a SSAR (or Stock Option) Agreement approved by the Committee.

Any SSAR (or Stock Option) or Restricted Stock Award granted hereunder shall be further subject to the terms and conditions of the 2015 Plan. Except as provided in the 2015 Plan, no SSAR (or Stock Option) or Restricted Stock Award shall vest earlier than the first anniversary of its date of grant.

Section 8. Deferred Annual Bonus Match Award.

An LTIP Participant shall be eligible for Deferred Annual Bonus Match Awards, if so selected by the Committee or its delegatee, in accordance with the following guidelines (which may be adjusted by the Committee from time to time in its sole discretion with respect to one or more LTIP Participants and which are not required to be uniform among LTIP Participants for each award):

a) Deferred Award Amount. LTIP Participants, as designated in accordance with Section 4, shall be granted a Deferred Annual Bonus Match Award under this Section 8 equal to a predetermined percentage, as determined by the Committee, of his or her annual bonus that is earned and paid by the Company or an affiliate of the Company for a fiscal year. The payment of any Deferred Annual Bonus Match is subject to the LTIP Participant’s continued employment, and such other terms and conditions and the Committee shall establish, through the payment date of any deferred award amounts. The Committee may, in its sole discretion, increase or decrease, at any time, the pre-determined percentage match for the Deferred Bonus for any LTIP Participant based on such LTIP Participant’s individual performance.

Except as otherwise determined by the Committee, an individual who first becomes eligible for a Deferred Annual Bonus Match as designated in Section 4 during a fiscal year shall become eligible for such award in the first year that an annual bonus is earned by the designated LTIP Participant subject to continued employment through the payment date of any deferred amounts.

b) Deferral Period. The Deferred Annual Bonus Match Award shall be deferred until a date determined by the Committee for such award (the “Deferral Date”) and shall be paid in a lump sum in cash as soon as practicable following the Deferral Date, but in no event later than two and one half months of the Deferral Date subject to continued employment through the date of payment. Except as provided in Section 10, if the LTIP Participant terminates employment with the Company and all affiliates of the Company for any reason prior to the payment date such Deferred Annual Bonus Match shall be forfeited.

c) Unfunded Liability. The Deferred Annual Bonus Match Award shall be unfunded and shall not create (or be construed to create) a trust or separate fund. Likewise, the Deferred Annual Bonus Match Award shall not establish any fiduciary relationship between the Company and the LTIP Participant. To the extent that any LTIP Participant holds any rights by virtue of a LTIP Award, such rights shall be no greater than the rights of an unsecured general creditor of the Company.

Section 9. Performance Goals and/or Suspension Pending Investigation.

Notwithstanding anything herein to the contrary, the Committee may, in its sole discretion, establish minimum Performance Goals that must be satisfied in order to be eligible to receive an LTIP Award, or defer the realization or payment of any outstanding LTIP Awards pending any investigation(s) pertaining to the performance or termination for “Cause” of an LTIP Participant.

Section 10. Effect of Termination of Service, Change in Control

Notwithstanding anything herein to the contrary, subject to the terms and conditions of the 2015 Plan and except as otherwise specified by the Committee in writing delivered to a LTIP Participant, in the event of an LTIP Participant’s termination of employment or a Change in Control:

a) General. The Committee shall determine the effect on a LTIP Award of the Disability, death or other termination of services to the Company of an LTIP Participant and the extent to which, and the period during which, the LTIP Participant, the LTIP Participant’s legal representative, guardian or Designated Beneficiary may receive payment of an LTIP Award or exercise rights thereunder.

b) Change in Control. In order to preserve an LTIP Participant’s rights under a LTIP Award in the event of an anticipated Change in Control of the Company, the Committee in its sole discretion may, at the

time any LTIP Award is made or at any time thereafter, take one or more of the following actions, with respect to any group of LTIP Participants: (i) provide for the acceleration of vesting or payment for any time period relating to the realization of any such LTIP Award, (ii) provide for the purchase of any such LTIP Award upon the Participant’s request for an amount of cash or other property that could have been received upon the exercise or realization of the LTIP Award had the LTIP Award been currently exercisable, vested or payable, (iii) adjust the terms of any such LTIP Award in a manner determined by the Committee to reflect the Change in Control, (iv) cause any such LTIP Award to be assumed, or new rights substituted therefore, by another entity, or (v) make such other provisions as the Committee may consider equitable and in the best interests of the Company.

c) Termination for “Cause.” In the event the Committee, or any officer designated by the Committee, shall determine in its (or his or her) sole discretion that an LTIP Participant, or any other individual otherwise eligible for participation in the LTIP, shall have engaged in conduct constituting Cause, then, upon such individual’s termination for Cause, (A) that individual will (i) immediately forfeit his or her eligibility or any rights (if any) to receive any outstanding LTIP Awards and (ii) lose any eligibility for consideration for future LTIP Awards and LTIP participation, (B) any and all SSARs (or Stock Options) previously granted to such individual shall be cancelled and any and all Restricted Stock awarded to such individual shall be forfeited, and (C) the Company shall be entitled to recover from such individual any and all LTIP Awards and any payments, Common Stock or other consideration delivered pursuant to an LTIP Award or a SSAR (or Stock Option) under any such Award.

Section 11. Taxes

Any income or other taxes associated with the grant, vesting, exercise or issuance of shares of Common Stock under an LTIP Award, and, solely in the case of a Restricted Stock Award, any Unvested Dividends, shall be the responsibility of the Participant and no shares of Common Stock will be issued under an LTIP Award unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of the LTIP Award and any Unvested Dividends, as applicable. The Company shall be entitled to withhold from the Participant’s remuneration, if any, the minimum statutory amount of federal, state and local withholding taxes that is considered compensation includable in the Participant’s gross income. At the Company’s discretion, the amount required to be withheld may be withheld in cash from such remuneration (or from Unvested Dividends with respect to a Restricted Stock Award), or in kind from the shares of Common Stock otherwise deliverable to the Participant on vesting or exercise of the applicable LTIP Award. If the Company does not withhold an amount from the Participant’s remuneration sufficient to satisfy the Company’s withholding obligation, the Participant will reimburse the Company on demand, in cash, for the amount under-withheld.

Section 12. Amendment and Termination.

The Committee may amend, suspend or terminate the LTIP or any portion thereof at any time, subject to stockholder approval to the extent required under applicable tax or other laws or listing standards, provided that the restrictions on amendment and termination in the 2015 Plan shall apply to the extent applicable.

Section 13. Nontransferability.

Except as otherwise provided under or in accordance with the 2015 Plan, LTIP Awards may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, and shall not be subject to execution, attachment or similar process. Any such attempted transfer, pledge, assignment or other alienation or hypothecation, or the levy of any such execution, attachment or similar process, shall be null and void.

Section 14. Employment or Other Relationship.

Nothing in the LTIP shall prevent, interfere with or limit in any way the right of the Company or an affiliate of the Company to terminate any LTIP Participant’s employment, consultancy or director, officer or advisor status at any time, nor confer upon any LTIP Participant any right to continue in the employment or other service of the Company or any affiliate of the Company.

Section 15. Governing Law.

The LTIP shall be construed in accordance with and governed by the laws of the State of Delaware. Section 16. Severability.

If any provision of this LTIP is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this LTIP will remain in full force and effect. Any provision of this LTIP held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

Section 17. Clawback Policy.

In accepting an award under the LTIP, the LTIP Participant shall agree to be bound by any clawback policy the Company may adopt in future.

EX-10.2

Exhibit 10.2

PANERA BREAD COMPANY

NON-QUALIFIED STOCK OPTION AGREEMENT

(Granted Under 2015 Stock Incentive Plan)

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 St. Louis, Missouri, and ___________ (the “Participant”).

WHEREAS, the Company desires to grant to the Participant an Option to purchase shares of its Class A Common Stock, $.0001 par value per share (the “Shares”), under and for the purposes set forth in the Company’s 2015 Stock Incentive Plan (the “Plan”);

WHEREAS, the Company and the Participant understand and agree that any terms used and not defined herein have the same meanings as in the Plan; and

WHEREAS, the Company and the Participant each intend that the option granted herein shall not be an incentive stock option as defined in Section 422 of the Code.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto agree as follows:

1. GRANT OF OPTION.

The Company hereby grants to the Participant the right and option (the “Option”) to purchase all or any part of an aggregate of _________ Shares, subject to adjustment, as provided in Section 10 of the Plan, in the event of a stock dividend, stock split, reverse stock split or other events affecting the holders of Shares, and on the terms and conditions and subject to all the limitations set forth herein and in the Plan, which is incorporated herein by reference and a copy of which has been furnished to the Participant with this Agreement.

It is intended that the Option evidenced by this Agreement shall not be an incentive stock option as defined in Section 422 of the Code. Except as otherwise indicated by the context, the term “Participant”, as used in this Option, shall be deemed to include any person who acquires the right to exercise this Option validly under its terms.

2. PURCHASE PRICE.

The purchase price of the Shares covered by the Option shall be $_______ per Share, subject to adjustment, as provided in Section 10 of the Plan, in the event of a stock dividend, stock split, reverse stock split or other events affecting the holders of Shares. Payment shall be made in accordance with Section 5(f) of the Plan.

3. EXERCISABILITY OF OPTION.

Subject to the terms and conditions set forth in this Agreement and the Plan, the Option granted hereby shall become immediately vested as of the date of the grant.

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The foregoing rights are (i) cumulative so that to the extent the Option is not exercised in any period to the maximum extent permissible, it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date (as defined below) or the termination of this Option under Section 4 hereof or the Plan and (ii) are subject to the other terms and conditions of this Agreement and the Plan.

4. TERM OF OPTION.

The Option shall expire at 5:00 p.m., Central Time, on the date six (6) years from the Grant Date (the “Final Exercise Date”), but shall be subject to earlier termination as provided herein or in the Plan; provided, however that termination or expiration of the Plan shall not affect the Option or the rights of the Participant under this Agreement.

If the Participant ceases to be an employee, officer, director, consultant or advisor of the Company or of an affiliate of the Company for any reason other than the death or Disability (as defined below) of the Participant or termination of the Participant for Cause (as defined below),the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant ceases to be an employee, officer, director, consultant or advisor of the Company or an affiliate of the Company, or within the originally prescribed term of the Option, whichever is earlier, but in no event may the Option be exercised after the Final Exercise Date. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy or status as an officer or advisor of the Company or an affiliate of the Company. For purposes of this Agreement: “Disability” shall mean permanent and total disability, as defined in Section 22(e)(3) of the Code, and “Cause” shall include (and is not limited to) dishonesty with respect to the Company or any affiliate of the Company, insubordination, substantial malfeasance or non-feasance of duty, unauthorized disclosure of confidential information, or conduct substantially prejudicial to the business of the Company or any affiliate of the Company or any other circumstance which would constitute or be deemed “cause” pursuant to any other agreement entered into between the Participant and the Company or an affiliate of the Company, as determined by the Board of Directors or any officer designated by it, in its, his or her sole discretion. The determination of the Board of Directors or such designated officer as to the existence of Cause will be conclusive on the Participant and the Company.

Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the termination of employment, directorship or consultancy or status as an officer or advisor, the Participant or the Participant’s survivors may exercise the Option within one (1) year after the date of the Participant’s termination of employment, directorship or consultancy or status as an officer or advisor, but in no event after the date of Final Exercise Date.

In the event the Participant’s employment, directorship or consultancy or status as an officer or advisor is terminated by the Company or an affiliate of the Company for Cause, the Participant’s right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate.

In the event of the Disability of the Participant, the Option shall be exercisable within one (1) year after the Participant’s termination of service or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

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(a) to the extent exercisable but not exercised as of the date of Disability; and

(b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion of any additional rights to exercise the Option as would have accrued had the Participant not become Disabled prior to the end of the accrual period which next ends following the date of Disability. The proration shall be based upon the number of days during the accrual period prior to the date of Disability.

In the event of the death of the Participant while an employee, officer, director, consultant or advisor of the Company or of an affiliate of the Company, the Option shall be exercisable by the Participant’s survivors within one (1) year after the date of death of the Participant or, if earlier, within the originally prescribed term of the Option. In such event, the Option shall be exercisable:

(x) to the extent exercisable but not exercised as of the date of death; and

(y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion of any additional rights to exercise the Option as would have accrued had the Participant not died prior to the end of the accrual period which next ends following the date of death. The proration shall be based upon the number of days during the accrual period prior to the Participant’s death.

5. METHOD OF EXERCISING OPTION.

Subject to the terms and conditions of this Agreement, the Option (or any part or installment) may be exercised by (i) payment in full of the applicable purchase price in the manner provided in Section 5(f) of the Plan, (ii) contacting Fidelity Investments, the Company’s authorized administrator, at 1-800-544-9354,and (iii) complying with all applicable Company policies including, without limitation, the Company’s insider trading policies. The Company shall deliver a certificate or certificates representing such Shares, or issue the Shares in electronic form or book-entry credit, as applicable, as soon as practicable after exercise of the Option; provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request, shall be registered in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person or persons other than the Participant, appropriate proof of the right of such person or persons to exercise the Option shall be required. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

6. PARTIAL EXERCISE.

The Participant may purchase less than the number of Shares covered by this Option at any time and from time to time, provided that no partial exercise of this Option may be for any fractional share.

7. NON‑TRANSFERABILITY.

This Option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution or pursuant to a

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qualified domestic relations order and, during the lifetime of the Participant, this Option shall be exercisable only by the Participant. References to a Participant, to the extent relevant in the context, shall include references to authorized transferees.

8. NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE.

The Participant shall have no rights as a stockholder with respect to Shares subject to this Agreement until registration of the Shares in the Company’s share register in the name of the Participant. Except as is expressly provided in the Plan with respect to certain changes in the capitalization of the Company, no adjustment shall be made for dividends or similar rights for which the record date is prior to the date of such registration.

9. CAPITAL CHANGES AND BUSINESS SUCCESSIONS.

The Plan contains provisions covering the treatment of Options in a number of contingencies such as stock splits and mergers. Provisions in the Plan for adjustment with respect to stock subject to Options and the related provisions with respect to successors to the business of the Company are hereby made applicable hereunder and are incorporated herein by reference.

10. TAXES.

The Participant acknowledges that upon exercise of the Option the Participant will be deemed to have taxable income measured by the difference between the then fair market value of the Shares received upon exercise and the price paid for such Shares pursuant to this Agreement. The Participant acknowledges that any income or other taxes due from him or her with respect to this Option or the Shares issuable pursuant to this Option shall be the Participant’s responsibility and that no Shares will be issued pursuant to the exercise of this Option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this Option.

The Participant agrees that the Company shall be entitled to withhold from the Participant’s remuneration, if any, the minimum statutory amount of federal, state and local withholding taxes attributable to such amount that is considered compensation includable in the Participant’s gross income. At the Company’s discretion, the amount required to be withheld may be withheld in cash from such remuneration, or in kind from the Shares otherwise deliverable to the Participant on exercise of the Option. The Participant further agrees that, if the Company does not withhold an amount from the Participant’s remuneration sufficient to satisfy the Company’s income tax withholding obligation, the Participant will reimburse the Company on demand, in cash, for the amount under-withheld.

11.RESTRICTIONS ON TRANSFER OF SHARES.

11.1If, in connection with a registration statement filed by the Company pursuant to the Securities Act, the Company or its underwriter so requests, the Participant will agree not to sell any Shares for a period not to exceed 180 days following the effectiveness of such registration.

11.2The Participant acknowledges and agrees that neither the Company, its stockholders nor its directors and officers, has any duty or obligation to disclose to the Participant any material information regarding the business of the Company or affecting the value of the Shares before, at the time of, or following a termination of the employment, directorship or consultancy or status as officer or director of the Participant by

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the Company, including, without limitation, any information concerning plans for the Company to make a public offering of its securities or to be acquired by or merged with or into another firm or entity.

12.NO OBLIGATION TO MAINTAIN RELATIONSHIP.

The Company is not by this Agreement or the Plan granting the Participant any right to continued membership on the Company’s Board of Directors, employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with the Participant free from any liability or claim under this Agreement or the Plan.

13. NOTICES.

Any notices required or permitted by the terms of this Agreement or the Plan shall be given by recognized courier service, facsimile, registered or certified mail, return receipt requested, addressed as follows, or to such other address or addresses of which notice in the same manner has previously been given:

If to the Company:

Panera Bread Company

3630 South Geyer Road, Suite 100

St. Louis, MO 63127

ATTN: Director, Compensation

Facsimile: (314) 909-3320

If to the Participant, notice shall be addressed to the Participant at the home address that the Participant most recently communicated to the Company in writing (in electronic form or otherwise).

Any such notice shall be deemed to have been given upon the earlier of receipt, one (1) business day following delivery to a recognized courier service or three (3) business days following mailing by registered or certified mail.

14. GOVERNING LAW.

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, excluding choice-of-law principles of the law of such state that would require the application of the laws of a jurisdiction other than such state.

15. BENEFIT OF AGREEMENT.

Subject to the provisions of the Plan and the other provisions hereof, this Agreement shall be for the benefit of and shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.

16. ENTIRE AGREEMENT.

This Agreement, together with the Plan, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement not expressly set forth in this Agreement shall affect or be used to interpret, change or restrict, the

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express terms and provisions of this Agreement, provided, however, in any event, this Agreement shall be subject to and governed by the Plan.

17. MODIFICATIONS AND AMENDMENTS.

The terms and provisions of this Agreement may be modified or amended as provided in the Plan.

18. WAIVERS AND CONSENTS.

Except as provided in the Plan, the terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.

19. ACKNOWLEDGMENT.

By executing this Agreement, the Participant acknowledges (a) receipt of a copy of the Plan, (b) that all decisions, determinations and interpretations of the Administrator in respect of the Plan, this Agreement and the Option shall be final and conclusive and (c) that in accepting this Option, the Participant agrees to be bound by any clawback policy that the Company may adopt in the future.

20.SECURITIES LAWS

Notwithstanding anything to the contrary herein, no part of this Option shall be exercisable at any time that such exercise would violate any federal or state securities laws.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and the Participant has hereunto set his or her hand, all as of the day and year first above written.

PANERA BREAD COMPANY

By:

Ronald M. Shaich

Chairman, Chief Executive Officer

PARTICPANT:

[First Name Last Name]

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EX-10.3

Exhibit 10.3

PANERA BREAD COMPANY

2015 STOCK INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT

AGREEMENT (the “Agreement”) made as of the [Grant Date] (the “Grant Date”), between Panera Bread Company (the “Company”), a Delaware corporation having a principal place of business in St. Louis, Missouri, and [Participant Name] (the “Participant”).

WHEREAS, pursuant to the 2015 Stock Incentive Plan (the “Plan”), the Company desires to grant to the Participant shares of its Class A Common Stock, $.0001 par value per share (“Common Stock”), subject to certain restrictions set forth in this Agreement, under and for the purposes set forth in the Plan; and

WHEREAS, the Company and the Participant understand and agree that any terms used and not defined herein have the same meanings as in the Plan.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto agree as follows:

1. GRANT OF RESTRICTED SHARES; LEGEND.

The Company hereby grants to the Participant an aggregate of [Number of Shares Granted] shares of Common Stock, subject to adjustment, as provided in Section 4 hereof (the “Restricted Shares”), and on the terms and conditions and subject to all the limitations set forth herein; provided, however, that the Restricted Shares are nontransferable and may not be sold, assigned, pledged or otherwise encumbered or disposed of by the Participant, and are subject to a risk of forfeiture to the Company, during the Restricted Periods commencing on the date of this Agreement and ending on the dates set forth in Section 2 hereof. Prior to the time shares become transferable and nonforfeitable (“Vested”), the certificate evidencing such Restricted Shares, or if issued in electronic form or book-entry credit, such electronic form or credit, shall bear a legend indicating their nontransferability and forfeitability, and shall be held by the Company, together with a stock power endorsed in blank by the Participant.

2. RESTRICTED PERIODS AND VESTING.

Subject to the terms and conditions set forth in this Agreement and the Plan, the Restricted Shares granted hereby shall become Vested, rounded to the nearest whole share, as follows:

[Insert vesting schedule]

If the Participant ceases to provide Services (as defined below) for any reason other than the death or Disability (as defined below) of the Participant,any Restricted Shares which are not

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Vested on the date of the Participant’s termination of Services, as well as any Unvested Dividends with respect to such Restricted Shares, shall be forfeited to the Company. For purposes of this Agreement: “Disability” shall mean permanent and total disability, as defined in Section 22(e)(3) of the Code, “Services” shall mean the provision of services as an employee, officer or director of, or consultant or advisor to, the Company or any other entity the employees, officers, directors, consultants or advisors of which are eligible to receive grants under the Plan, and “Cause” shall include (and is not limited to) dishonesty with respect to the Company or any affiliate of the Company, insubordination, substantial malfeasance or non-feasance of duty, unauthorized disclosure of confidential information, or conduct substantially prejudicial to the business of the Company or any affiliate of the Company or any other circumstance which would constitute or be deemed “cause” pursuant to any other agreement entered into between the Participant and the Company or an affiliate of the Company, as determined by the Board of Directors or any officer designated by it, in its, his or her sole discretion. The determination of the Board of Directors or such designated officer as to the existence of Cause will be conclusive on the Participant and the Company.

In the event of the death or Disability of the Participant while providing Services, a pro rata portion of any additional Restricted Shares as would have become Vested had the Participant not died or sustained a Disability prior to the end of the vesting accrual period which next ends following the date of death or Disability shall become Vested, rounded to the nearest whole share. The proration shall be based upon the number of days during the vesting accrual period prior to the date of death or Disability. Any remaining Restricted Shares which have not become Vested on the date of the Participant’s death or Disability, as well as any Unvested Dividends with respect to such Restricted Shares, shall be forfeited to the Company.

In the event the Participant’s Services are terminated by the Company or an affiliate of the Company for Cause, the Company shall be entitled, to the extent permitted by law, to recover from the Participant any and all Restricted Shares which previously became Vested.

As soon as practicable following the date that any Restricted Shares become Vested under this Section 2, the Company shall deliver to the Participant or, in the event of the Participant’s death, the Participant’s Designated Beneficiary a certificate for such shares and the related stock power held by the Company pursuant to Section 1 hereof, or release the restrictions placed on the shares, if issued in electronic form or book-entry credit.

3. CAPITAL CHANGES, CHANGE IN CONTROL AND OTHER ADJUSTMENTS.

The Plan contains provisions covering the discretion of the committee of the board of directors and/or plan administrator to which certain responsibilities have been delegated with regard to the treatment of Restricted Stock, as defined in such Plan (which includes the Restricted Shares), in certain transactions affecting the Common Stock. Provisions in the Plan for adjustment with respect to Restricted Stock and the related provisions apply to the Restricted Shares and are incorporated in this Agreement by reference.

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4. TAXES.

The Participant acknowledges that upon the date any Restricted Shares granted hereby become Vested (or, in the event that the Participant makes an election under Section 83(b) of the Code, upon the date of this Agreement with respect to all Restricted Shares) the Participant will be deemed to have taxable income measured by the then Fair Market Value of such Restricted Shares and any Unvested Dividends with respect to such Restricted Shares. The Participant acknowledges that any income or other taxes due from him or her with respect to such Restricted Shares and any Unvested Dividends with respect to such Restricted Shares shall be the Participant’s responsibility.

The Participant agrees that the Company may withhold from the Participant’s remuneration, if any, the minimum statutory amount of federal, state and local withholding taxes attributable to such amount that is considered compensation includable in such person’s gross income. At the Company’s discretion, the amount required to be withheld may be withheld in cash from such remuneration or Unvested Dividends with respect to the Restricted Shares, in kind from the Restricted Shares and other Restricted Stock otherwise granted to the Participant. The Participant further agrees that, if the Company does not withhold an amount from the Participant’s remuneration sufficient to satisfy the Company’s income tax withholding obligation, the Participant will reimburse the Company on demand, in cash, for the amount under-withheld.

5.NO OBLIGATION TO MAINTAIN RELATIONSHIP; ACKNOWLEDGMENT.

The Company is not by this Agreement or the Plan granting the Participant any right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with the Participant free from any liability or claim under this Agreement or the Plan.

6. NOTICES.

Any notices required or permitted by the terms of this Agreement or the Plan shall be given by recognized courier service, facsimile, registered or certified mail, return receipt requested, addressed as follows, or to such other address or addresses of which notice in the same manner has previously been given:

If to the Company:

Panera Bread Company

3630 South Geyer Road, Suite 100

St. Louis, MO 63127

ATTN: Director, Compensation

Facsimile: (314) 909-3320

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If to the Participant, notice shall be addressed to the Participant at the home address that the Participant most recently communicated to the Company in writing (in electronic form or otherwise).

Any such notice shall be deemed to have been given upon the earlier of receipt, one business day following delivery to a recognized courier service or three business days following mailing by registered or certified mail.

7. GOVERNING LAW.

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, excluding choice-of-law principles of the law of such state that would require the application of the laws of a jurisdiction other than such state.

8. BENEFIT OF AGREEMENT.

Subject to the provisions of the Plan and the other provisions hereof, this Agreement shall be for the benefit of and shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.

9. ENTIRE AGREEMENT.

This Agreement, and the grant made hereby, is subject to the terms and conditions of the Plan which is incorporated herein by reference. This Agreement, together with the Plan, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement not expressly set forth in this Agreement shall affect or be used to interpret, change or restrict, the express terms and provisions of this Agreement, provided, however, in any event, this Agreement shall be subject to and governed by the Plan.

10. MODIFICATIONS AND AMENDMENTS.

The terms and provisions of this Agreement may be modified or amended as provided in the Plan.

11. WAIVERS AND CONSENTS.

Except as provided in the Plan, the terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.

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12.ACKNOWLEDGMENTS

By executing this Agreement, the Participant acknowledges (a) he or she has been provided access to a copy of the Plan, and that all decisions, determinations and interpretations of the Committee in respect of the Plan and this Agreement shall be final and conclusive, (b) his or her obligations under the Confidentiality and Proprietary Information and Non-Competition Agreement with Panera, LLC and any other confidentiality and non-competition agreement with Panera, LLC or the Company and (c) that in accepting the Restricted Shares, the Participant agrees to be bound by any clawback policy that the Company may adopt in the future.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and the Participant has hereunto set his or her hand, all as of the day and year first above written.

PANERA BREAD COMPANY

By:

Ronald M. Shaich

Chairman, Chief Executive Officer

PARTICPANT

[Participant Name]

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EX-10.4

Exhibit 10.4

PANERA BREAD COMPANY

Stock Settled Appreciation Right Agreement

(Granted under 2015 Stock Incentive Plan)

THIS AGREEMENT is entered into by and between Panera Bread Company, a Delaware corporation having a principal place of business in St. Louis, Missouri (the “Company”), and the undersigned [participant first name, last name] of the Company (the “Participant”).

WHEREAS, pursuant to the 2015 Stock Incentive Plan (the “Plan”), the Company desires to grant to the Participant a stock settled appreciation right with respect to shares of its Class A Common Stock, $.0001 par value per share (“Common Stock”), subject to certain restrictions set forth in this Agreement, under and for the purposes set forth in the Plan; and

WHEREAS, the Company and the Participant understand and agree that any terms used and not defined herein have the same meanings as in the Plan, as applicable.

NOW, THEREFORE, in consideration of mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto hereby agree as follows:

1. Grant of SSAR.

This Agreement evidences the grant by the Company, on __________, 2___(the “Grant Date”) tothe Participant, of a stock settled appreciation right (the “SSAR”) exercisable, in whole or in part, with respect to a total of __________ shares (the “Shares”) of Common Stock at a price of $____ per share (the “Measurement Price”) pursuant to the Plan. Unless earlier terminated, this SSAR shall expire on ________, 2___(the “Final Exercise Date”).

2. Vesting.

Subject to Sections 3 and 4 of this Agreement and the Plan, this SSAR shall become vested as follows:

[Insert vesting schedule]

The right of exercise shall be cumulative so that to the extent this SSAR is not exercised to the maximum extent permissible in any period, this SSAR shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of (a) the Final Exercise Date and (b) the termination of this SSAR under Section 3 hereof or the Plan.

3. Exercise of SSAR.

(a)Form of Exercise. Each election to exercise this SSAR shall be in writing (substantially in the form attached hereto as Exhibit A), signed by the Participant, and received by the Company at its principal office, accompanied by this Agreement, or in such other form or manner approved by the Company. The Participant may exercise this SSAR with respect to fewer than the number of shares covered hereby, provided that no partial exercise of this SSAR may be for any fractional share.

(b)Receipt of Stock Upon Exercise. Upon exercise of this SSAR, the Participant shall receive from the Company a number of shares of Common Stock with a Fair Market Value (as defined in paragraph (h) below) equal to (i) the excess between (x) the Fair Market Value of one share of Common Stock as of the date of exercise and (y) the Measurement Price per share of this SSAR, multiplied by (ii)

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the number of shares with respect to which this SSAR is being exercised. The Company shall deliver such shares (net of any shares of Common Stock withheld to satisfy any withholding tax requirements not otherwise satisfied by the Participant in cash at the time of exercise) as soon as practicable following the exercise.

(c)Continuous Relationship with the Company Required. Except as otherwise provided in this Section 3, this SSAR may not be exercised unless the Participant, at the time this SSAR is exercised, is, and has been at all times since the Grant Date, an employee, officer or director of, or consultant or advisor to, the Company or any other entity the employees, officers, directors, consultants or advisors of which are eligible to receive grants under the Plan (an “Eligible Participant”).

(d)Termination of Relationship with the Company. If the Participant ceases to be an Eligible Participant for any reason, then, except as provided in paragraph (e) or (f) below, the right to exercise this SSAR shall terminatethree months after such cessation (but in no event after the Final Exercise Date), provided that this SSAR shall be exercisable only to the extent that the Participant was entitled to exercise this SSAR on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date, violates the non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, the right to exercise this SSAR shall terminate immediately upon written notice to the Participant from the Company describing such violation.

(e)Exercise Period Upon Death or Disability. In the event of the death or the Disability (as defined below) of the Participant prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated such relationship for “Cause” (as specified in paragraph (f) below), this SSAR shall be exercisable, within the period of one year following the date of death or Disability of the Participant, by the Participant (or in the case of death by an authorized transferee) or if earlier, within the term originally prescribed by this Agreement; provided that this SSAR shall be exercisable only to the extent exercisable but not exercised as of the date of death or Disability. In the event of death or Disability of the Participant while an Eligible Participant, a pro rata portion of any additional portion of this SSAR as would have vested had the Participant not died or sustained a Disability prior to the end of the vesting accrual period which next ends following the date of death or Disability shall become vested. The proration shall be based upon the number of days during the accrual period prior to the Participant’s death or Disability. Notwithstanding the foregoing, in no event shall this SSAR be exercisable after the Final Exercise Date. For purposes of this Agreement: “Disability” shall mean permanent and total disability, as defined in Section 22(e)(3) of the Code.

(f)Termination for Cause. If, prior to the Final Exercise Date, the Participant’s employment or other relationship with the Company is terminated by the Company for Cause, the right of the Participant to exercise this SSAR shall terminate immediately upon the effective date of such termination of employment or other relationship. For purposes of this Agreement: “Cause” shall include (and is not limited to) dishonesty with respect to the Company or any affiliate of the Company, insubordination, substantial malfeasance or non-feasance of duty, unauthorized disclosure of confidential information, or conduct substantially prejudicial to the business of the Company or any affiliate of the Company or any other circumstance which would constitute or be deemed “cause” pursuant to any other agreement entered into between the Participant and the Company or an affiliate of the Company, as determined by the Board of Directors or any committee of the Board of Directors or officer designated by it, in its, his or her sole discretion. The determination of the Board of Directors or such designee as to the existence of Cause will be conclusive on the Participant and the Company. The Participant shall be considered to have been discharged for “Cause” if the Company determines, within 30 days after the Participant’s resignation, that discharge for Cause was warranted.

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(g)Compliance Restrictions. The Company shall not be obligated to issue to the Participant the Shares upon the vesting of this SSAR (or otherwise) unless the issuance and delivery of such Shares shall comply with all relevant provisions of law and other legal requirements including any applicable federal or state securities laws and the requirements of any stock exchange or quotation system upon which Common Stock may then be listed or quoted.

(h)Fair Market Value. For purposes of this Agreement, Fair Market Value of Common Stock shall mean:

(i) if the Common Stock is listed on a national securities exchange or traded in the over-the-counter market and sales prices are regularly reported for the Common Stock, the closing price of the Common Stock on the date of grant or determination;

(ii) if the Common Stock is not traded on a national securities exchange but is traded on the over-the-counter market, if sales prices are not regularly reported for the Common Stock for the trading day referred to in Section 2(g)(i), and if bid and asked prices for the Common Stock are regularly reported, the mean between the bid and the asked price for the Common Stock at the close of trading in the over-the-counter market on the date of grant or determination; and

(iii) if the Common Stock is neither listed on a national securities exchange nor traded in the over-the-counter market, such value as the Committee, in good faith, shall determine.

For any date that is not a trading day, the Fair Market Value of a share of Common Stock for such date will be determined by using the closing sale price or the mean between the bid and asked prices, as appropriate, for the immediately preceding trading day and with the timing in the formulas above adjusted accordingly. The Board of Directors can substitute a particular time of day or other measure of “closing sale price” or “bid and asked prices” if appropriate because of exchange or market procedures or can, in its sole discretion, use weighted averages either on a daily basis or such longer period as complies with Code Section 409A.

4. Restrictions on Transfer.

This SSAR may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this SSAR shall be exercisable only by the Participant.

5. No Rights as Stockholder.

Except as set forth in the Plan, neither the Participant nor any person claiming under or through the Participant shall be, or shall have any rights or privileges of, a stockholder of the Company in respect of any Share issuable pursuant to this SSAR granted hereunder until such Share has been delivered to the Participant.

6. Withholding Taxes.

The Participant acknowledges that upon exercise of the SSAR the Participant will be deemed to have taxable income equal to the fair market value of the Shares received upon exercise. The Participant acknowledges that any income or other taxes due from him or her with respect to this SSAR or the Shares

3

issuable pursuant to this SSAR shall be the Participant’s responsibility and that no Shares will be issued pursuant to the exercise of this SSAR unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this SSAR.

The Participant agrees that the Company shall be entitled to withhold from the Participant’s remuneration, if any, the minimum statutory amount of federal, state and local withholding taxes attributable to such amount that is considered compensation includable in the Participant’s gross income. At the Company’s discretion, the amount required to be withheld may be withheld in cash from such remuneration, or in kind from the Shares otherwise deliverable to the Participant on exercise of the SSAR. The Participant further agrees that, if the Company does not withhold an amount from the Participant’s remuneration sufficient to satisfy the Company’s income tax withholding obligation, the Participant will reimburse the Company on demand, in cash, for the amount under-withheld.

7. Provisions of the Plan.

This SSAR is subject to the provisions of the Plan, a copy of which is being furnished to the Participant with this Agreement.

8. Miscellaneous.

(a)Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.

(b)Waiver. Any provision for the benefit of the Company contained in this Agreement may be waived, either generally or in any particular instance, by the Board of Directors of the Company.

(c)Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company and the Participant and their respective heirs, executors, administrators, legal representatives, successors and assigns, subject to the restrictions on transfer set forth in Section 4 of this Agreement.

(d)Notice. Any notices required or permitted by the terms of this Agreement or the Plan shall be given by recognized courier service, facsimile, registered or certified mail, return receipt requested, addressed as follows, or to such other address or addresses of which notice in the same manner has previously been given:

If to the Company:

Panera Bread Company

3630 South Geyer Road, Suite 100

St. Louis, MO 63127

ATTN: Director, Compensation

Facsimile: (314) 909-3320

If to the Participant, notice shall be addressed to the Participant at the home address that the Participant most recently communicated to the Company in writing (in electronic form or otherwise).

Any such notice shall be deemed to have been given upon the earlier of receipt, one business day following delivery to a recognized courier service or three business days following mailing by registered or certified mail.

4

(e)Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties, and supersede all prior agreements and understandings, relating to this SSAR.

(f)Participant’s Acknowledgments. The Participant acknowledges that he or she: (i) has read this Agreement; (ii) has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of the Participant’s own choice or has voluntarily declined to seek such counsel; (iii) understands the terms and consequences of this Agreement; (iv) is fully aware of the legal and binding effect of this Agreement; and (v) understands that the law firm of Wilmer Cutler Pickering Hale and Dorr LLP, is acting as counsel to the Company in connection with the transactions contemplated by the agreement, and is not acting as counsel for the Participant. The Participant also acknowledges that in accepting this SSAR, the Participant agrees to be bound by any clawback policy that the Company may adopt in the future.

(g)Unfunded Rights. The right of the Participant to receive Common Stock pursuant to this Agreement is an unfunded and unsecured obligation of the Company. The Participant shall have no rights under this Agreement other than those of an unsecured general creditor of the Company.

(h)Deferral. Neither the Company nor the Participant may defer delivery of any Shares with respect to this SSAR.

(i)Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, excluding choice-of-law principles of the law of such state that would require the application of the laws of a jurisdiction other than such state.

[Remainder of Page Intentionally Left Blank]

5

IN WITNESS WHEREOF, the Company has caused this SSAR Agreement to be executed under its corporate seal by its duly authorized officer. This SSAR Agreement shall take effect as a sealed instrument.

PANERA BREAD COMPANY

By:

Ronald M. Shaich

Chairman, Chief Executive Officer

6

PARTICIPANT’S ACCEPTANCE

The undersigned hereby accepts the foregoing SSAR and agrees to the terms and conditions thereof. The undersigned hereby acknowledges receipt of a copy of the Company’s 2015 Stock Incentive Plan.

	PARTICIPANT:
Dated: [Date agreement accepted]	By: ____________________________________
	Name:	[Participant Name]_________________________
	Address:	[Participant Name]
		[Participant Street Address]
		[Participant City, State Zip]

PANERA BREAD COMPANY

By:

Ronald M. Shaich

Chairman, Chief Executive Officer

7

Exhibit A

NOTICE OF EXERCISE OF STOCK SETTLED APPRECIATION RIGHT

Date: ____________

Panera Bread Company

3630 South Geyer Road, Suite 100

St. Louis, Missouri 63127

Attn: Treasurer

Dear Sir or Madam:

I am the holder of a Stock Settled Appreciation Right granted to me by Panera Bread Company (the “Company”) under its 2015 Stock Incentive Plan on _____________, 2____, with respect to a total of _________ shares of Common Stock of the Company, at a measurement price of $_____ per share.

I hereby exercise my Stock Settled Appreciation Right with respect to _________ shares of Common Stock.

Very truly yours,

Name:

Address:

8

EX-10.5

Exhibit 10.5

PANERA BREAD COMPANY

2005 LONG-TERM INCENTIVE PROGRAM

RESTRICTED STOCK AGREEMENT

(Granted under 2015 Stock Incentive Plan)

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 St. Louis, Missouri, and «First_Name» «Last_Name» (the “Participant”).

WHEREAS, pursuant to the 2005 Long-Term Incentive Program (the “LTIP”), the Company desires to grant to the Participant shares of its Class A Common Stock, $.0001 par value per share (“Common Stock”), subject to certain restrictions set forth in this Agreement, under and for the purposes set forth in the Company’s 2015 Stock Incentive Plan (the “Plan”) and the LTIP; and

WHEREAS, the Company and the Participant understand and agree that any terms used and not defined herein have the same meanings as in the Plan or the LTIP, as applicable.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto agree as follows:

1. GRANT OF RESTRICTED SHARES; LEGEND.

The Company hereby grants to the Participant an aggregate of «Restricted_Stock_share_Grant» shares of Common Stock, subject to adjustment, as provided in Section 4 hereof (the “Restricted Shares”), and on the terms and conditions and subject to all the limitations set forth herein; provided, however, that the Restricted Shares are nontransferable and may not be sold, assigned, pledged or otherwise encumbered or disposed of by the Participant, and are subject to a risk of forfeiture to the Company, during the Restricted Periods commencing on the date of this Agreement and ending on the dates set forth in Section 2 hereof. Prior to the time shares become transferable and nonforfeitable (“Vested”), the certificate evidencing such Restricted Shares, or if issued in electronic form or book-entry credit, such electronic form or credit, shall bear a legend indicating their nontransferability and forfeitability, and shall be held by the Company, together with a stock power endorsed in blank by the Participant.

2. RESTRICTED PERIODS AND VESTING.

Subject to the terms and conditions set forth in this Agreement, the Plan and the LTIP, the Restricted Shares granted hereby shall become Vested, rounded to the nearest whole share, as follows:

On the second anniversary of the date of this Agreement 25% of the Restricted Shares

On the third anniversary of the date of this Agreement	an additional 25% of the Restricted Shares
On the fourth anniversary of the date of this Agreement	an additional 25% of the Restricted Shares
On the fifth anniversary of the date of this Agreement	an additional 25% of the Restricted Shares

If the Participant ceases to provide Services (as defined below) for any reason other than the death or Disability of the Participant, any Restricted Shares which are not Vested on the date of the Participant’s termination of Services, as well as any Unvested Dividends with respect to such Restricted Shares, shall be forfeited to the Company. For purposes of this Agreement, “Services” shall mean the provision of services as an employee, officer or director of, or consultant or advisor to, the Company or any other entity the employees, officers, directors, consultants or advisors of which are eligible to receive grants under the Plan.

In the event of the death or Disability of the Participant while providing Services, a pro rata portion of any additional Restricted Shares as would have become Vested had the Participant not died or sustained a Disability prior to the end of the vesting accrual period which next ends following the date of death or Disability shall become Vested, rounded to the nearest whole share. The proration shall be based upon the number of days during the vesting accrual period prior to the date of death or Disability. Any remaining Restricted Shares which have not become Vested on the date of the Participant’s death or Disability, as well as any Accrued Dividends with respect to such Restricted Shares, shall be forfeited to the Company.

In the event the Participant’s Services are terminated by the Company or an affiliate of the Company for Cause, the Company shall be entitled, to the extent permitted by law, to recover from the Participant any and all Restricted Shares which previously became Vested.

As soon as practicable following the date that any Restricted Shares become Vested under this Section 2, the Company shall deliver to the Participant or, in the event of the Participant’s death, the Participant’s Designated Beneficiary a certificate for such shares and the related stock power held by the Company pursuant to Section 1 hereof, or release the restrictions placed on the shares, if issued in electronic form or book-entry credit.

3. CAPITAL CHANGES, CHANGE IN CONTROL AND OTHER ADJUSTMENTS.

The Plan and the LTIP contain provisions covering the discretion of the committee of the board of directors and/or plan administrator to which certain responsibilities have been delegated with regard to the treatment of Restricted Stock, as defined in such Plan and the LTIP (which includes the Restricted Shares), in certain transactions affecting the Common Stock, including a Change in Control (as defined in the LTIP). Provisions in the Plan and the LTIP for adjustment

with respect to Restricted Stock and the related provisions apply to the Restricted Shares and are incorporated in this Agreement by reference.

4. TAXES.

The Participant acknowledges that upon the date any Restricted Shares granted hereby become Vested (or, in the event that the Participant makes an election under Section 83(b) of the Code, upon the date of this Agreement with respect to all Restricted Shares) the Participant will be deemed to have taxable income measured by the then Fair Market Value of such Restricted Shares and any Unvested Dividends with respect to such Restricted Shares. The Participant acknowledges that any income or other taxes due from him or her with respect to such Restricted Shares and any Unvested Dividends with respect to such Restricted Shares shall be the Participant’s responsibility.

The Participant agrees that the Company may withhold from the Participant’s remuneration, if any, the minimum statutory amount of federal, state and local withholding taxes attributable to such amount that is considered compensation includable in such person’s gross income. At the Company’s discretion, the amount required to be withheld may be withheld in cash from such remuneration or Unvested Dividends with respect to the Restricted Shares, in kind from the Restricted Shares and other Restricted Stock otherwise granted to the Participant. The Participant further agrees that, if the Company does not withhold an amount from the Participant’s remuneration sufficient to satisfy the Company’s income tax withholding obligation, the Participant will reimburse the Company on demand, in cash, for the amount under-withheld.

5.NO OBLIGATION TO MAINTAIN RELATIONSHIP; ACKNOWLEDGMENT.

The Company is not by this Agreement, the LTIP or the Plan granting the Participant any right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with the Participant free from any liability or claim under this Agreement, the LTIP or the Plan.

6. NOTICES.

Any notices required or permitted by the terms of this Agreement, the LTIP or the Plan shall be given by recognized courier service, facsimile, registered or certified mail, return receipt requested, addressed as follows, or to such other address or addresses of which notice in the same manner has previously been given:

If to the Company:

Panera Bread Company

3630 South Geyer Road, Suite 100

St. Louis, MO 63127

ATTN: Director, Compensation

Facsimile: (314) 909-3320

If to the Participant, notice shall be addressed to the Participant at the home address that the Participant most recently communicated to the Company in writing (in electronic form or otherwise).

Any such notice shall be deemed to have been given upon the earlier of receipt, one business day following delivery to a recognized courier service or three business days following mailing by registered or certified mail.

7. GOVERNING LAW.

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, excluding choice-of-law principles of the law of such state that would require the application of the laws of a jurisdiction other than such state.

8. BENEFIT OF AGREEMENT.

Subject to the provisions of the Plan, the LTIP and the other provisions hereof, this Agreement shall be for the benefit of and shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.

9. ENTIRE AGREEMENT.

This Agreement, and the grant made hereby, is subject to the terms and conditions of each of the Plan and the LTIP which are incorporated herein by reference. This Agreement, together with the Plan and the LTIP, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement not expressly set forth in this Agreement shall affect or be used to interpret, change or restrict, the express terms and provisions of this Agreement, provided, however, in any event, this Agreement shall be subject to and governed by the Plan and the LTIP.

10. MODIFICATIONS AND AMENDMENTS.

The terms and provisions of this Agreement may be modified or amended as provided in the Plan or the LTIP.

11. WAIVERS AND CONSENTS.

Except as provided in the Plan, the terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in

the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.

12.ACKNOWLEDGMENTS

By executing this Agreement, the Participant acknowledges (a) he or she has been provided access to a copy of the Plan and the LTIP, and that all decisions, determinations and interpretations of the Committee in respect of the Plan, the LTIP and this Agreement shall be final and conclusive, (b) his or her obligations under the Confidentiality and Proprietary Information and Non-Competition Agreement with Panera, LLC and any other confidentiality and non-competition agreement with Panera, LLC or the Company and (c) that in accepting the Restricted Shares, the Participant agrees to be bound by any clawback policy that the Company may adopt in the future.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and the Participant has hereunto set his or her hand, all as of the day and year first above written.

PANERA BREAD COMPANY

By:

Ronald M. Shaich

Chairman, Chief Executive Officer

PARTICPANT

«First_Name» «Last_Name»

EX-10.6

Exhibit 10.6

PANERA BREAD COMPANY

2005 Long-Term Incentive Program

Form of

Stock Settled Appreciation Right Agreement

(Granted under 2015 Stock Incentive Plan)

THIS AGREEMENT is entered into by and between Panera Bread Company, a Delaware corporation having a principal place of business in St. Louis, Missouri (the “Company”), and the undersigned [participant first name, last name] of the Company (the “Participant”).

WHEREAS, pursuant to the 2005 Long-Term Incentive Program (the “LTIP”), the Company desires to grant to the Participant a stock settled appreciation right with respect to shares of its Class A Common Stock, $.0001 par value per share (“Common Stock”), subject to certain restrictions set forth in this Agreement, under and for the purposes set forth in the Company’s 2015 Stock Incentive Plan (the “Plan”) and the LTIP; and

WHEREAS, the Company and the Participant understand and agree that any terms used and not defined herein have the same meanings as in the Plan or the LTIP, as applicable.

NOW, THEREFORE, in consideration of mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto hereby agree as follows:

1. Grant of SSAR.

This Agreement evidences the grant by the Company, on __________, 2___(the “Grant Date”) tothe Participant, of a stock settled appreciation right (the “SSAR”) exercisable, in whole or in part, with respect to a total of _________ shares (the “Shares”) of Common Stock at a price of $____ per share (the “Measurement Price”) pursuant to the LTIP and the Plan. Unless earlier terminated, this SSAR shall expire on ________, 2___(the “Final Exercise Date”).

2. Vesting.

Subject to Sections 3 and 4 of this Agreement, the Plan and the LTIP, this SSAR shall vest as to 25% of the original number of Shares on the secondanniversary of the Grant Date and as to an additional 25% of the original number of Shares on each successiveanniversary following the second anniversary of the Grant Date until the fifth anniversary of the Grant Date.

The right of exercise shall be cumulative so that to the extent this SSAR is not exercised to the maximum extent permissible in any period, this SSAR shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of (a) the Final Exercise Date and (b) the termination of this SSAR under Section 3 hereof, the LTIP or the Plan.

3. Exercise of SSAR.

(a)Form of Exercise. Each election to exercise this SSAR shall be in writing (substantially in the form attached hereto as Exhibit A), signed by the Participant, and received by the Company at its principal office, accompanied by this Agreement, or in such other form or manner approved by the Company. The Participant may exercise this SSAR with respect to fewer than the number of shares covered hereby, provided that no partial exercise of this SSAR may be for any fractional share.

(b)Receipt of Stock Upon Exercise. Upon exercise of this SSAR, the Participant shall receive from the Company a number of shares of Common Stock with a Fair Market Value (as defined in the LTIP) equal to (i) the excess between (x) the Fair Market Value of one share of Common Stock as of the date of exercise and (y) the Measurement Price per share of this SSAR, multiplied by (ii) the number of shares with respect to which this SSAR is being exercised. The Company shall deliver such shares (net of any shares of Common Stock withheld to satisfy any withholding tax requirements not otherwise satisfied by the Participant in cash at the time of exercise) as soon as practicable following the exercise.

(c)Continuous Relationship with the Company Required. Except as otherwise provided in this Section 3, this SSAR may not be exercised unless the Participant, at the time this SSAR is exercised, is, and has been at all times since the Grant Date, an employee, officer or director of, or consultant or advisor to, the Company or any other entity the employees, officers, directors, consultants or advisors of which are eligible to receive grants under the Plan (an “Eligible Participant”).

(d)Termination of Relationship with the Company. If the Participant ceases to be an Eligible Participant for any reason, then, except as provided in paragraph (e) or (f) below, the right to exercise this SSAR shall terminatethree months after such cessation (but in no event after the Final Exercise Date), provided that this SSAR shall be exercisable only to the extent that the Participant was entitled to exercise this SSAR on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date, violates the non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, the right to exercise this SSAR shall terminate immediately upon written notice to the Participant from the Company describing such violation.

(e)Exercise Period Upon Death or Disability. In the event of the death or the Disability of the Participant prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated such relationship for “Cause” as specified in paragraph (f) below, this SSAR shall be exercisable, within the period of one year following the date of death or Disability of the Participant, by the Participant (or in the case of death by an authorized transferee) or if earlier, within the term originally prescribed by this Agreement; provided that this SSAR shall be exercisable only to the extent exercisable but not exercised as of the date of death or Disability. In the event of death or Disability of the Participant while an Eligible Participant, a pro rata portion of any additional portion of this SSAR as would have vested had the Participant not died or sustained a Disability prior to the end of the vesting accrual period which next ends following the date of death or Disability shall become vested. The proration shall be based upon the number of days during the accrual period prior to the Participant’s death or Disability. Notwithstanding the foregoing, in no event shall this SSAR be exercisable after the Final Exercise Date.

(f)Termination for Cause. If, prior to the Final Exercise Date, the Participant’s employment or other relationship with the Company is terminated by the Company for Cause (as defined in the LTIP), the right of the Participant to exercise this SSAR shall terminate immediately upon the effective date of such termination of employment or other relationship. The Participant shall be considered to have been discharged for “Cause” if the Company determines, within 30 days after the Participant’s resignation, that discharge for Cause was warranted.

(g)Compliance Restrictions. The Company shall not be obligated to issue to the Participant the Shares upon the vesting of this SSAR (or otherwise) unless the issuance and delivery of such Shares shall comply with all relevant provisions of law and other legal requirements including any applicable federal or state securities laws and the requirements of any stock exchange or quotation system upon which Common Stock may then be listed or quoted.

4. Restrictions on Transfer.

This SSAR may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this SSAR shall be exercisable only by the Participant.

5. No Rights as Stockholder.

Except as set forth in the Plan, neither the Participant nor any person claiming under or through the Participant shall be, or shall have any rights or privileges of, a stockholder of the Company in respect of any Share issuable pursuant to this SSAR granted hereunder until such Share has been delivered to the Participant.

6. Withholding Taxes.

The Participant acknowledges that upon exercise of the SSAR the Participant will be deemed to have taxable income equal to the fair market value of the Shares received upon exercise. The Participant acknowledges that any income or other taxes due from him or her with respect to this SSAR or the Shares issuable pursuant to this SSAR shall be the Participant’s responsibility and that no Shares will be issued pursuant to the exercise of this SSAR unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this SSAR.

The Participant agrees that the Company shall be entitled to withhold from the Participant’s remuneration, if any, the minimum statutory amount of federal, state and local withholding taxes attributable to such amount that is considered compensation includable in the Participant’s gross income. At the Company’s discretion, the amount required to be withheld may be withheld in cash from such remuneration, or in kind from the Shares otherwise deliverable to the Participant on exercise of the SSAR. The Participant further agrees that, if the Company does not withhold an amount from the Participant’s remuneration sufficient to satisfy the Company’s income tax withholding obligation, the Participant will reimburse the Company on demand, in cash, for the amount under-withheld.

7. Provisions of the Plan.

This SSAR is subject to the provisions of the LTIP and the Plan, copies of which are being furnished to the Participant with this Agreement.

8. Miscellaneous.

(a)Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.

(b)Waiver. Any provision for the benefit of the Company contained in this Agreement may be waived, either generally or in any particular instance, by the Board of Directors of the Company.

(c)Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company and the Participant and their respective heirs, executors, administrators, legal representatives, successors and assigns, subject to the restrictions on transfer set forth in Section 4 of this Agreement.

(d)Notice. Any notices required or permitted by the terms of this Agreement, the LTIP or the Plan shall be given by recognized courier service, facsimile, registered or certified mail, return receipt requested, addressed as follows, or to such other address or addresses of which notice in the same manner has previously been given:

If to the Company:

Panera Bread Company

3630 South Geyer Road, Suite 100

St. Louis, MO 63127

ATTN: Director, Compensation

Facsimile: (314) 909-3320

If to the Participant, notice shall be addressed to the Participant at the home address that the Participant most recently communicated to the Company in writing (in electronic form or otherwise).

Any such notice shall be deemed to have been given upon the earlier of receipt, one business day following delivery to a recognized courier service or three business days following mailing by registered or certified mail.

(e)Entire Agreement. This Agreement, the LTIP and the Plan constitute the entire agreement between the parties, and supersede all prior agreements and understandings, relating to this SSAR.

(f)Participant’s Acknowledgments. The Participant acknowledges that he or she: (i) has read this Agreement; (ii) has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of the Participant’s own choice or has voluntarily declined to seek such counsel; (iii) understands the terms and consequences of this Agreement; (iv) is fully aware of the legal and binding effect of this Agreement; and (v) understands that the law firm of Wilmer Cutler Pickering Hale and Dorr LLP, is acting as counsel to the Company in connection with the transactions contemplated by the agreement, and is not acting as counsel for the Participant. The Participant also acknowledges that in accepting this SSAR, the Participant agrees to be bound by any clawback policy that the Company may adopt in the future.

(g)Unfunded Rights. The right of the Participant to receive Common Stock pursuant to this Agreement is an unfunded and unsecured obligation of the Company. The Participant shall have no rights under this Agreement other than those of an unsecured general creditor of the Company.

(h)Deferral. Neither the Company nor the Participant may defer delivery of any Shares with respect to this SSAR.

(i)Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, excluding choice-of-law principles of the law of such state that would require the application of the laws of a jurisdiction other than such state.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the Company has caused this SSAR Agreement to be executed under its corporate seal by its duly authorized officer. This SSAR Agreement shall take effect as a sealed instrument.

PANERA BREAD COMPANY

By:

Ronald M. Shaich

Chairman, Chief Executive Officer

PARTICIPANT’S ACCEPTANCE

The undersigned hereby accepts the foregoing SSAR and agrees to the terms and conditions thereof. The undersigned hereby acknowledges receipt of a copy of the Company’s 2015 Stock Incentive Plan and 2005 Long-Term Incentive Plan.

	PARTICIPANT:
Dated: [Date agreement accepted]	By: ____________________________________
	Name:	[Participant Name]_________________________
	Address:	[Participant Name]
		[Participant Street Address]
		[Participant City, State Zip]

PANERA BREAD COMPANY

By:

Ronald M. Shaich

Chairman, Chief Executive Officer

Exhibit A

NOTICE OF EXERCISE OF STOCK SETTLED APPRECIATION RIGHT

Date: ____________

Panera Bread Company

3630 South Geyer Road, Suite 100

St. Louis, Missouri 63127

Attn: Treasurer

Dear Sir or Madam:

I am the holder of a Stock Settled Appreciation Right granted to me by Panera Bread Company (the “Company”) under its 2015 Stock Incentive Plan and 2005 Long-Term Incentive Program on _____________, 2____, with respect to a total of _________ shares of Common Stock of the Company, at a measurement price of $_____ per share.

I hereby exercise my Stock Settled Appreciation Right with respect to _________ shares of Common Stock.

Very truly yours,

Name:

Address: