-----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, NMUtuh7fXah9Vx9KEUtdqopFux3HmtRIy9FnTdcCTIv6U6THS95uNwmnUDQWXp/T rGtRBbrCT7DTgLOy320KvA== 0001209191-06-046040.txt : 20060815 0001209191-06-046040.hdr.sgml : 20060815 20060815170312 ACCESSION NUMBER: 0001209191-06-046040 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060811 FILED AS OF DATE: 20060815 DATE AS OF CHANGE: 20060815 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: NEAL YANOFSKY CENTRAL INDEX KEY: 0001245902 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19253 FILM NUMBER: 061036130 MAIL ADDRESS: STREET 1: 6710 CLAYTON ROAD CITY: RICHMOND HEIGHTS STATE: MO ZIP: 63117 4 1 doc4.xml FORM 4 SUBMISSION X0202 4 2006-08-11 0 0000724606 PANERA BREAD CO PNRA 0001245902 NEAL YANOFSKY 6710 CLAYTON ROAD RICHMOND HEIGHTS MO 63117 0 1 0 0 President Class A Common Stock 2006-08-11 4 A 0 3624 A 8679 D Employee Stock Option (Right to Buy) 47.95 2006-08-11 4 A 0 14496 0.00 A 2012-08-11 Class A Common Stock 14496 14496 D Represents grant 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, as amended ("LTIP"), and the Company's 2006 Stock Incentive Plan ("2006 Plan"). Represents grant of stock option to purchase Class A Common Stock that the Reporting Person elected to receive under a Choice Award granted pursuant to the LTIP. The stock options 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, respectively. The options terminate six (6) years from the date of grant, but are subject to earlier termination as provided in the award agreement, the LTIP and the 2006 Plan. /s/ Jeffrey W. Kip, Attorney in Fact for Neal Yanofsky 2006-08-15 EX-24.4_148529 2 poa.txt POA DOCUMENT LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Jeffrey W. Kip, Neal J. Yanofsky and Patricia A. Gray, signing singly and each acting individually, as the undersigned's true and lawful attorney in fact with full power and authority as hereinafter described to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Panera Bread Company (the "Company"), Forms 3, 4, and 5 (including any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder (the "Exchange Act"); (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and execute any such Form 3, 4, or 5, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form with the United States Securities and Exchange Commission (the "SEC") and any stock exchange or similar authority; (3) seek or obtain, as the undersigned's representative and on the undersigned's behalf, information regarding transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney in fact and approves and ratifies any such release of information; and (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney in fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, including, but not limited to, obtaining EDGAR filing codes, passwords or passpharses from the SEC, it being understood that the documents executed by such attorney in fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney in fact may approve in such attorney in fact's discretion. The undersigned hereby grants to each such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys in fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. The undersigned acknowledges that neither the Company nor the foregoing attorneys in fact assume (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys in fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 5th day of May, 2006. /s/Neal Yanofsky -----END PRIVACY-ENHANCED MESSAGE-----