-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AEFhHT37FMlppwzHf3F6dVizMTGUTLlPRrHqzA7UqsIhc/OpWyBMMKFGyYeVGQlQ wXKKHaiLCeuOWs3Dk1iXiA== 0001209191-05-046103.txt : 20050906 0001209191-05-046103.hdr.sgml : 20050905 20050906194414 ACCESSION NUMBER: 0001209191-05-046103 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050901 FILED AS OF DATE: 20050906 DATE AS OF CHANGE: 20050906 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PANERA BREAD CO CENTRAL INDEX KEY: 0000724606 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 042723701 STATE OF INCORPORATION: DE FISCAL YEAR END: 1227 BUSINESS ADDRESS: STREET 1: 6710 CLAYTON RD CITY: RICHMOND HEIGHTS STATE: MO ZIP: 63117 BUSINESS PHONE: 3146337100 MAIL ADDRESS: STREET 1: 6710 CLAYTON RD CITY: RICHMOND HEIGHTS STATE: MO ZIP: 63117 FORMER COMPANY: FORMER CONFORMED NAME: AU BON PAIN CO INC DATE OF NAME CHANGE: 19940201 FORMER COMPANY: FORMER CONFORMED NAME: AU BON PAIN COMPANY INC DATE OF NAME CHANGE: 19920501 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BORLAND MARK CENTRAL INDEX KEY: 0001244907 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19253 FILM NUMBER: 051071510 MAIL ADDRESS: STREET 1: 6710 CLAYTON RD CITY: RICHMOND HEIGHTS STATE: MO ZIP: 63117 4 1 doc4.xml FORM 4 SUBMISSION X0202 4 2005-09-01 0 0000724606 PANERA BREAD CO PNRA 0001244907 BORLAND MARK 6710 CLAYTON ROAD RICHMOND HEIGHTS MO 63117 0 1 0 0 SVP,Chief Supply Chain Officer Class A Common Stock 2005-09-01 4 A 0 1422 A 1422 D Choice Award Right to Buy Class A Common Stock 2005-09-01 4 A 0 5689 A 2005-09-01 2005-09-15 Class A Common Stock 5689 5689 D Represents award of restricted shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), under the Company?s 2005 Long-Term Incentive Program ("LTIP") and the Company?s 1992 Equity Incentive Plan ("1992 Plan") that will become effective on 9/15/05, unless otherwise determined by the Company?s Compensation and Stock Option Committee (the "Committee"), subject to the condition that the Reporting Person sign an acknowledgement that he or she agrees to a Confidential and Proprietary Information and Non-Competition Agreement, a Statement of Company Policy Regarding Securities Trades by Company Personnel, and a Business Conduct Standards Policy. If the acknowledgement is not signed, the award will not become effective. Represents choice award under the LTIP, the 1992 Plan (restricted stock) and the Company?s 2001 Employee, Director and Consultant Stock Option Plan ("2001 Plan") (stock options) permitting the Reporting Person to elect to receive, effective 9/15/05, unless otherwise determined by the Committee, an award in the form of (i) up to 1,422 shares of restricted Class A Common Stock under the 1992 Plan or (ii) non-statutory stock options to purchase up to 5,689 shares of Class A Common Stock under the 2001 Plan, or a combination of restricted stock and non-statutory stock options (in 25% increments). The portion of the award elected to be in the form of stock options can be for stock options to purchase a number of shares equal to four (4) times the number of shares of restricted stock that would have been awarded. The options would have an exercise price equal to the closing price of the Class A Common Stock on The Nasdaq National Market on 9/15/05, unless otherwise determined by the Committee, and vest over a five-year period from the date of grant, with 25% vesting on the second anniversary, and an additional 25% vesting on the third, fourth and fifth anniversaries. The options covered by the agreement will terminate six years from the date of the agreement, but will be subject to earlier termination as provided in the award agreement or in the 2001 Plan or the LTIP. The award is subject to the same condition described in Note (1) above, and will not become effective unless the acknowledgement is signed. /s/Mark Borland 2005-09-06 EX-24.4_100170 2 poa.txt POA DOCUMENT LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS POWER OF ATTORNEY I hereby constitute and appoint each of Mark Hood and Diane Parsons-Salem, signing individually, as my true and lawful attorney-in-fact to: 1. execute, for and on my behalf, in my capacity as an officer and/or director of Panera Bread Company (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the related rules; 2. perform any acts on my behalf which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and to file such forms with the Securities and Exchange Commission and any stock exchange or similar authority; and 3. take any other action in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to me, in my best interest, or legally required, it being understood that the documents executed by such attorney-in-fact on my behalf pursuant to this power of attorney shall be in such form and contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. I hereby grant to each such attorney-in-fact full power and authority to perform any act necessary or proper to be done in the exercise of any of the rights and powers granted in this power of attorney, as fully as I could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorneys-in-fact, or their substitutes, lawfully do or cause to be done by virtue of this power of attorney and the rights and powers granted in this power of attorney. I acknowledge that the foregoing attorneys-in-fact, in serving in such capacity at my request, are not assuming, nor is the Company assuming any of my responsibilities to comply with Section 16 of the Securities and Exchange Act of 1934. This power of attorney shall remain in full force and effect until I am no longer required to file Forms 3, 4 and 5 with respect to my holdings of and transactions in the Company's securities, unless I revoke it earlier in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, I have executed this power of attorney this 26th day of August, 2002. Mark Borland Signature Printed Name -----END PRIVACY-ENHANCED MESSAGE-----