Exhibit
10.15   Einstein Noah Restaurant Group, Inc.  Nonqualified Deferred Compensation Plan   Effective June 1,
2007


Einstein
Noah Restaurant Group, Inc. Nonqualified
Deferred Compensation Plan  ARTICLE I INTRODUCTION  1.1 Establishment.
Einstein Noah Restaurant Group, Inc. (formerly named New World Restaurant
Group, Inc.), a Delaware corporation, hereby establishes the Einstein Noah
Restaurant Group, Inc. Nonqualified Deferred Compensation Plan for the
purpose of providing Participants with an opportunity to defer compensation
that would otherwise be currently payable to Participants.  The Plan is intended to be an unfunded plan
maintained primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees within the meaning
of Title I of the Employee Retirement Income Security Act of 1974, as amended.  1.2 Purposes.
The purposes of the Plan are to provide those Participants who are selected for
participation in the Plan with added incentives to continue in the long-term
service of the Company, to provide a financial incentive that will help the
Company attract, retain and motivate the Employees, and to recognize the
valuable services performed on its behalf by certain employees of the Company and
Affiliated Companies.  ARTICLE
II DEFINITIONS  2.1 Account
means a recordkeeping account under the Plan for a Participant established
pursuant to Section 6.1.  2.2Affiliated
Companies means (i) any corporation or other entity that
is affiliated with the Plan Sponsor through stock or other equity ownership or
otherwise and (ii) which is designated by either the Committee or the
Board as an entity whose Employees may be selected to participate in the Plan.  2.3 Base Salarymeans a Participants annualized
base salary, without taking into account (a) commissions, bonus amounts of
any kind, reimbursements of expenses, income realized upon exercise of stock
options or sales of stock, or (b) deferrals of income under this Plan or
any other employee benefit plan of the Company.  2.4 Beneficiary
means the person or persons or other entity or entities that have been
designated by the Participant to receive, after the Participants death,
benefits under the Plan in accordance with the terms of the Plan.  If the Participant fails to designate a
Beneficiary, or if the designated Beneficiary fails to survive the Participant,
the benefits due hereunder shall be paid to the Participants estate.  1


2.5 Board
means the Board of Directors of the Plan Sponsor.  2.6 Bonus means the payout amount earned by a
Participant under one of the Companys annual bonus or incentive compensation
plans.  2.7 Code
means the Internal Revenue Code of 1986, as amended from time to time.  2.8 Committee
means a committee established under Article VII of the Plan.  2.9 Company
means the Plan Sponsor and the Affiliated Companies.  2.10Deferred Compensation Agreement
means an agreement between a Participant and the Company under which the
Participant irrevocably agrees to defer a portion of his or her Base Salary or
Bonus.  2.11
Distribution Electionmeans the
Participants election in accordance with Article VI which specifies the
form in which the Participants Separation from Service Account will be
distributed to the Participant.  2.12 Effective
Date means the effective date of the Plan which is June 1,
2007.  2.13
Employeemeans
an individual on the United States payroll of the Company.  2.14 Participant
means an Employee designated by the Committee to participate in the Plan.  2.15 Plan
means the Einstein Noah Restaurant Group, Inc. Nonqualified Deferred
Compensation Plan.  2.16 Plan
Sponsor means Einstein Noah Restaurant Group, Inc.
(formerly named, New World Restaurant Group, Inc.).  2.17 Plan
Year means the 12 consecutive month period ending each December 31.  2.18 Sectionmeans a reference to a section of the Plan, unless another
reference specifically applies.  2.19
Severe Financial Hardshipmeans an unforeseeable emergency causing severe financial hardship
to the Participant resulting from one or more of the following:  (a)Accident or illness of the
Participant, the Participants spouse or dependent (as defined in Code
§ 152);  (b)Loss of the Participants
property due to casualty; and  (c)Similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the Participant.  2


The
purchase of a home or payment of college tuition is not a Severe Financial
Hardship.  The definition of Severe
Financial Hardship and the amount available to the Participant as a result of a
Severe Financial Hardship shall be interpreted in accordance with Code
§ 409A.  2.20
Specified Employee means an
Employee who is key employee (as defined in Code § 416(i) without
regard to Code § 416(i)(5)) at any time during the 12-month period ending
on the December 31 of a Plan Year (the Identification Date), excluding
any Employee who is a  nonresident alien
during the entire 12-month period ending with the Identification Date.  For purposes of determining Employees who are
Specified Employees, compensation shall be determined in accordance with the
definition of Testing Compensation for purposes of Code § 415, as defined
under the Einstein Noah Restaurant Group, Inc. Employee Savings Plan,
without taking into account any dollar limitations. An Employee shall be
treated as a Specified Employee only for the 12-month period beginning on the
next April 1 following the Identification Date.  2.21 Trust
means the Einstein Noah Restaurant Group, Inc. Nonqualified Deferred
Compensation Trust Agreement.  ARTICLE
III PARTICIPATION  3.1 Eligibility.  Based on recommendations from management, the
Committee, in its sole discretion, shall designate the Participants who may
participate in the Plan for a Plan Year from among the Employees of the
Company. The Employees who are eligible for designation for participation shall
be those Employees who are members of a select group of management or highly
compensated employees. Participation in the Plan will be on a Plan Year by Plan
Year basis, and participation for any Plan Year will not, in and of itself,
entitle a Participant to participate for any other Plan Year.  ARTICLE
IV CONTRIBUTIONS  4.1
Deferrals. An eligible Employee may
elect to defer up to 80% of the Participants Base Salary and Bonus, subject to
such additional guidelines and limitations adopted by the Committee, by
entering into a Deferred Compensation Agreement in accordance with Section 4.2.
The Base Salary and Bonus otherwise payable to a Participant during each Plan
Year beginning after the date of the election shall be reduced by the amount
elected to be deferred, and the Participants Accounts shall be increased by
the amount deferred. Employees shall make separate elections with respect to
deferrals of Base Salary and Bonus. Deferrals from Base Salary shall be
withheld in substantially equal amounts from Base Salary payable for the Plan
Year to which the Deferred Compensation Agreement relates. Deferrals from Bonus
shall be withheld from the Bonus otherwise payable for the Plan Year to which
the Deferred Compensation Agreement relates. Elections to defer Base Salary and
Bonus are irrevocable, except as otherwise provided in this Plan.  3


4.2
Deferred Compensation Agreement.  (a)Newly Eligible Employees.  An eligible Employee who has not previously
been eligible to participate in the Plan (or any other Company plan considered
an account balance plan under Code § 409A) and who wishes to participate
in the Plan must enter into a Deferred Compensation Agreement within 30 days
after he or she became eligible to participate in the Plan. The Deferred
Compensation Agreement shall be effective with respect to services performed
subsequent to the execution of the Deferred Compensation Agreement, including
services in subsequent Plan Years (unless changed in accordance with the Plan).  The Employee may change his or her initial
Deferred Compensation Agreement election at any time through the date that is
30 days after he or she became eligible to participate in the Plan.  The Deferred Compensation Agreement shall
become irrevocable with respect to the current Plan Year after the 30 day
period, except as otherwise provided in the Plan. The Employee may change his
or her Deferred Compensation Agreement election with respect to services to be
performed in any subsequent Plan Year under the provisions in Section 4.2(b).  In the Employees
first year of participation, if the Bonus for which the election is made
is an annual bonus or is otherwise based on a specified performance period,
then the Employees Deferred Compensation Agreement election with respect to
Bonus will apply only to the portion of Bonus equal to the total amount of  Bonus multiplied by the ratio of the number
of days remaining in the performance period after the date of the Deferred
Compensation Agreement over the total number of days in the performance period.  (b)Previously Eligible
Employees.  An eligible
Employee who has previously been eligible to participate in the Plan (or any
other plan considered an account balance plan under Code § 409A) and who
wishes to change his or her deferral election or make an initial deferral
election after the period provided in Section 4.2(a) must enter into
a Deferred Compensation Agreement with respect to services performed during a
Plan Year at any time prior to the beginning of the Plan Year. The new Deferred
Compensation Agreement election shall be effective for the Plan Year and all
subsequent Plan Years, except that the Employee may change his or her Deferred
Compensation Agreement deferral election at any time through the December 31
prior to the beginning of the Plan Year. 
After the December 31 prior to the beginning of the Plan Year, the
Deferred Compensation Agreement deferral election shall become irrevocable with
respect to that Plan Year, except as otherwise provided in the Plan. The
Committee may, in its sole discretion, establish earlier deadlines or annual
enrollment periods for such election changes during which such elections must
be made.  (c)Deferral Election Carryover. If a
Participant enters into a Deferred Compensation Agreement for a Plan Year, the
Deferred Compensation Agreement will remain in effect for all subsequent Plan
Years for which the Participant fails to enter into a new Deferred Compensation
Agreement.  The Deferred Compensation
Agreement  4


will
apply to all subsequent Plan Years until the Participant actually enters into a
subsequent Deferred Compensation Agreement for a Plan Year.  (d)Cancellation of Deferral
Election for 401(k) Plan Hardship Distribution.  Notwithstanding a Participants deferral
election in his or her Deferred Compensation Agreement, a Participants
deferral election shall be cancelled if required under the 401(k) plan
sponsored by the Company due to the Participants hardship distribution from
the 401(k) plan, pursuant to the requirements of Code
§ 1.401(k)-1(d)(3).  After the
cancellation required under the 401(k) plan has expired, the Participant
may execute a new Deferred Compensation Agreement under this Plan, in
accordance with the timing requirements for previously eligible employees,
under Section 4.2(b).  4.3
Company Discretionary Contributions.  For any Plan Year, the Company may, in its
discretion, credit a Participants Account in an amount determined in the sole
discretion of the Committee at any time and without regard to any amount
credited to the Account of any other Participant.  4.4 Crediting
of Earnings, Gain or Loss on Participant Accounts.EachParticipants Accounts shall be credited with earnings,
gain or loss in accordance with the provisions of this Section. The
Participants Accounts shall be valued as of each day during which the New York
Stock Exchange is open for business.  Trust Investments May Be
Different Than Participant Accounts. The selection of investment vehicles shall be taken
into account solely for the purpose of crediting earnings, gain or loss on the
Participants Accounts. The Trustee shall not be required to invest assets of
the Trust in accordance with the investment vehicles selected by Participants.  Crediting of Earnings
Based on Selected Investment Vehicles. Participants shall be permitted to select any of the
investment vehicles that are available for investment under the Plan, or any
other investment vehicles made available to Participants in the sole discretion
of the Committee. If the Participant does not select any investment vehicle,
earnings, gain or loss shall be credited to the Participants Accounts as if
the Participant had selected the lowest risk investment available under the
Plan.  For the purpose of crediting
earnings, gain or loss on contributions, contributions shall be deemed to be
credited as of the day the contribution is deemed made to the Participants
Accounts.  Earnings, gain or loss shall
continue to be credited until the balance in the Participants Accounts is
eliminated.  Following the end of each
day the New York Stock Exchange is open for business, the Participants
Accounts shall be credited with earnings, gain or loss equal to the rate of
return earned on investment vehicles selected (or deemed selected) by the
Participant.  Changes in Investment
Vehicle Selection.
The Committee shall establish rules and procedures for the timing and
frequency of investment vehicle selection. With respect to any hypothetical
investment vehicle, a Participant may change his or her investment selection as
of each day during which the New York Stock Exchange is open for business.  5


4.5 Withholding
Requirement.  The Company shall withhold the Participants
share of FICA and other employment taxes attributable to Participant deferrals
from other compensation payable to the Participant.  All payments under the Plan are subject to
withholding of all taxes, government mandated social benefit contributions, or
other payments required to be withheld which are applicable to the Participant.  ARTICLE V VESTING
AND INVESTMENT OF BENEFIT  5.1 Immediate
Vesting. All amounts
contributed to Participant Accounts shall be immediately vested.  5.2 Subject
to Trust.  All amounts
credited to Participant Accounts under the Plan shall be subject to the claims
of general creditors of the Company and Affiliated Companies.  All amounts contributed with respect to a
Participant to the Trust shall be held in accordance with the terms of the
Trust.  ARTICLE
VI ACCOUNTS AND
DISTRIBUTIONS  6.1 Election
of Payment Dates.The Participant
shall elect one or more of the following dates for commencement of
distributions with respect to amounts allocated to the Participants Accounts
each Plan Year:  (a)Specified Payment Date. The date the
Participant specifies that has not been postponed pursuant to this Article. The
Participant may not elect more than five Specified Payment Dates.  (b)Separation from Service. The date the
Participant has a Separation from Service. A Separation from Service election
may not be postponed pursuant to this Article. If the Participant is a
Specified Employee on the date payment will commence as a result of Separation
from Service, any amounts otherwise payable prior to the 6th month
anniversary of the Participants Separation from Service shall be delayed until
the day following the 6th month anniversary of the Participants
Separation from Service.  If a Participant fails to
elect a payment date with respect to all or any portion of the Participants
Accounts and no carryover election provisions apply, the Participant shall be
deemed to have elected to receive a lump sum distribution upon the Participants
Separation from Service with respect to the portion of the Participants
Accounts for which no payment date has been elected.  6.2 Establishment
of Participant Accounts. Each Participant shall have an Account
established in his or her name under the Plan for each Specified Payment Date
elected by the Participant to reflect the amount payable to the Participant
under the Plan on that Specified Payment Date. 
Each Participant shall have an Account established in his or her name
under the  6


Plan for the Participants
Separation from Service. Contributions shall increase the Participants
Accounts. Any amounts distributed to the Participant or the Participants
Beneficiary shall decrease the Participants Accounts.  6.3 Allocation
of Contributions to Participant Accounts.  Before the Participants Deferred
Compensation Agreement becomes irrevocable for any Plan Year, the Participant
shall designate the amount or percentage of contributions for the Plan Year to
be allocated to one or more of the Participants Specified Payment Date
Accounts and the Participants Separation from Service Account.  If the Participant fails to allocate a
contribution and an allocation carryover election does not apply, the
Participant shall be deemed to have elected to allocate his or her contributions
to the Participants Separation from Service Account.  Allocation Carryover.If a
Participant makes a contribution allocation for a Plan Year, the contribution
allocation will remain in effect for all subsequent Plan Years for which the
Participant fails to make a contribution allocation. The allocation carryover
will apply to all subsequent Plan Years until the Participant actually makes a
contribution allocation for a Plan Year.  6.4
Distribution of a Specified Payment Date Account.
Amounts allocated to a Participants Specified Payment Date Account and the
earnings, gains and losses credited thereon shall be distributed in a single
sum payment as soon as administratively practicable after the Specified Payment
Date (or the postponed Specified Payment Date, if applicable).  6.5  Distribution of a
Separation from Service Account. Amounts allocated to a
Participants Separation from Service Account and the earnings, gains and
losses credited thereon shall be distributed pursuant to the Participants Distribution
Election commencing as soon as administratively practicable after the
Participants Separation from Service. A Participant shall elect one of the
following forms of distribution with respect to amounts payable upon Separation
from Service. A Participant may elect distribution in the form of a lump sum
payment or annual installments over a period of up to 5 years. Each installment
shall be determined by dividing the Participants Account balance as of the end
of the month immediately preceding the month of the distribution by the number
of remaining installments.  Default
Distribution Election. If a Participant fails to make a
Distribution Election with respect to the Participants Separation from Service
Account, the Participant shall be deemed to have elected to receive a lump sum
distribution upon the Participants Separation from Service.  6.6  Small Account Balance.
Notwithstanding a Participants Distribution Election and the allocation of
contributions to Specified Payment Date Accounts, if, upon a Participants
Separation from Service, the sum of all of the Participants Accounts is less
than $10,000 on the date distribution is to commence, the recipient shall
receive a lump sum payment of the Participants Account no later than the December 31
following the Participants Separation from Service or the 15th day
of the 3rd month following the Participants Separation from
Service, if later.  7


6.7
Postponed Distribution Election.  (a)Requirements.  A Participant may change his or her Specified
Payment Date if:  (i)the Participant elects a new
Specified Payment Date at least 12 months prior to the earliest date payment
would have commenced under the prior Specified Payment Date;  (ii)the new Specified Payment
Date is not earlier than 5 years from the earliest date payment would have
otherwise been made under the prior Specified Payment Date; and  (iii)the new Specified Payment
Date will not take effect until 12 months after the date it was elected by the
Participant.  (b)Changing Distribution
Election for Pre-2008 Account Balance.  Notwithstanding the requirements in this Section that
would otherwise apply, a Participant may change his or her distribution
election with respect to all amounts credited to the Participants Accounts
prior to December 31, 2007, provided that the Participant makes a new
distribution election no later than December 31, 2007.  Any election made during 2007 (i) will
apply only to amounts that would not otherwise be payable in 2007, and (ii) 
will not apply to the extent that the election change would cause an amount to
be paid in 2007 that would not otherwise be payable in 2007.  6.8
Designation of Beneficiary. A
Participant may designate one or more Beneficiaries (who may be designated
contingently or successively) by filing a written notice of designation with
the Committee in such form as the Committee may prescribe. Each designation
will automatically revoke any prior designations by the same Participant. Any
beneficiary designation will be effective as of the date on which the written
designation is received by the Committee during the lifetime of the
Participant.  6.9
Severe Financial Hardship. In the
event of a Severe Financial Hardship of a Participant, the Participant may
request distribution of some or all of the Participants Account.  The Committee shall require such evidence as
is reasonably necessary to determine if a distribution is warranted and
satisfies the requirements of a Severe Financial Hardship pursuant to Code
§ 409A. The Committee shall determine the amount available to the
Participant in accordance with published guidance under Code § 409A.  6.10
Payments on Account of Failure to Comply with Code
§ 409A.  If any
portion of the Participants Accounts that has not yet been distributed must be
included in the Participants taxable income for a calendar year pursuant to
Code § 409A, the Committee shall distribute the portion of the Accounts
that has been included in the Participants taxable income as soon as
administratively practicable.  8


ARTICLE VII PLAN
ADMINISTRATION  7.1 Committee.The Plan shall be administered by the
Committee appointed by and serving at the pleasure of the Board.  The Committee shall at all times consist of
at least two Directors and shall include other members (which may be either
Directors or non-Directors) as the Board may determine.  The Board may from time to time remove
members from or add members to the Committee, and vacancies on the Committee
shall be filled by the Board. Members of the Committee may resign at any time
upon written notice to the Board.  7.2 Committee
Meetings and Actions.The Committee shall hold
meetings at such times and places as it may determine.  A majority of the members of the Committee
shall constitute a quorum, and the acts of the majority of the members present
at a meeting or a consent in writing signed by all members of the Committee
shall be the acts of the Committee and shall be final, binding and conclusive
upon all persons, including the Company, its shareholders, and all persons
having any interest in Participants Accounts.  7.3 Powers of
Committee.The Committee shall, in its
sole discretion, select the Participants from among the Employees and establish
such other terms under the Plan as the Committee may deem necessary or
desirable and consistent with the terms of the Plan.  The Committee shall determine the form or
forms of the agreements with Participants that shall evidence the particular
provisions, terms, conditions, rights and duties of the Plan Sponsor and the
Participants. The Committee may from time to time adopt such rules and
regulations for carrying out the purposes of the Plan as it may deem proper and
in the best interests of the Company. The Committee may from time to time
delegate its responsibilities as it determines is necessary, in its sole
discretion.  The Committee may correct
any defect, supply any omission, reconcile any inconsistency in the Plan or in
any agreement entered into under the Plan, and reconcile any inconsistency
between the Plan and any Agreement in the manner and to the extent it shall
deem expedient, and the Committee shall be the sole and final judge of such
expediency.  No member of the Committee shall
be liable for any action or determination made in good faith.  The determinations, interpretations and other
actions of the Committee pursuant to the provisions of the Plan shall be
binding and conclusive for all purposes and on all persons.  7.4 Interpretation
of Plan.The
determination of the Committee as to any disputed question arising under the
Plan, including questions of construction and interpretation, shall be final,
binding and conclusive upon all persons, including the Company, its shareholders,
and all persons having any interest in Participants Accounts.  7.5Indemnification.Each person who is or shall have
been a member of the Committee or of the Board shall be indemnified and held
harmless by the Plan Sponsor against and from any loss, cost, liability or
expense that may be imposed upon or reasonably incurred in connection with or
resulting from any claim, action, suit or proceeding to which such person may
be a party or in which such person may be involved by reason of any action taken
or failure to act under the Plan and against and from any and all amounts paid
in settlement thereof, with the Companys approval, or paid in satisfaction of
a judgment in any such action, suit or proceeding against him, provided such
person shall give the Company an opportunity, at its own expense, to handle and
defend the same before undertaking to handle and defend it on such persons own
behalf.  The  9


foregoing right of
indemnification shall not be exclusive of, and is in addition to, any other
rights of indemnification to which any person may be entitled under the Plan
Sponsors Articles of Incorporation or Bylaws, as a matter of law, or
otherwise, or any power that the Company may have to indemnify them or hold
them harmless.  ARTICLE VIII CLAIMS PROCEDURE  8.1 Request
for Determination of Benefits. 
A Participant or Beneficiary may submit a written request for a
determination with respect to the amounts of benefits distributable. The
Committee must evaluate the request and notify the Participant or Beneficiary
of the determination within 90 days after the request is received.  If special circumstances exist, this time
period may be extended to a total of 180 days.  8.2Claim
Denial.The Committee shall furnish a notice to any
Participant or to any Beneficiary whose claim for benefits under the Plan has
been denied within 90 days from receipt of the claim.  This 90-day period may be extended if special
circumstances require an extension, provided that the time period cannot exceed
a total of 180 days from the Plans receipt of the Participants (or
Beneficiarys) claim and the written notice of the extension is provided before
the expiration date of the initial 90-day claim period. If an extension is required,
the Committee shall provide a written notice of the extension that contains the
expiration date of the initial 90-day claim period, the special circumstances
that require an extension, and the date by which the Committee expects to
render its benefits determination.  The
Committees claim denial notice shall set forth:  (a)the specific
reason or reasons for the denial;  (b)specific
references to pertinent Plan provisions on which the denial is based;  (c)a description
of any additional material or information necessary for the Participant or
Beneficiary to perfect the claim and an explanation of why the material or
information is necessary; and  (d)an explanation
of the Plans claims review procedure describing the steps to be taken by a
Participant or Beneficiary who wishes to submit his or her claim for review,
including any applicable time limits, and a statement of the Participants or
Beneficiarys right to bring a civil action under ERISA § 502(a) if
the claim is denied on review.  A Participant
or Beneficiary who wishes to appeal the adverse determination must request a
review in writing to the Committee within 60 days after the appealing
Participant or Beneficiary received the denial of benefits.  8.3Review Procedure. 
A Participant or Beneficiary appealing a denial of benefits (or the
authorized representative of the Participant or Beneficiary) shall be entitled
to:  10


(a)submit in writing any comments, documents,
records and other information relating to the claim and request a review.  (b)review pertinent Plan documents.  (c)upon request and free of charge, reasonable
access to, and copies of, all documents, records and other information relevant
to the claim. A document, record, or other information shall be considered
relevant to the claim if such document, record, or other information (i) was
relied upon in making the benefit determination, (ii) was submitted,
considered, or generated in the course of making the benefit determination,
without regard to whether such document, record, or other information was
relied upon in making the benefit determination, or (iii) demonstrates
compliance with the administrative processes and safeguards designed to ensure
and verify that benefit claim determinations are made in accordance with the
Plan and that, where appropriate, the Plan provisions have been applied
consistently with respect to similarly situated Participants or Beneficiaries.  The Committee shall reexamine all facts
related to the appeal and make a final determination as to whether the denial
of benefits is justified under the circumstances.  Decision on Review. The decision on review of a denied
claim shall be made in the following manner:  (a)The decision on review shall be made by the
Committee, who may in its discretion hold a hearing on the denied claim.  The Committee shall make its decision solely
on the basis of the written record, including documents and written materials
submitted by the Participant or Beneficiary (or the authorized representative
of the Participant or Beneficiary). The Committee shall make its decision
promptly, which shall ordinarily be not later than 60 days after the Plans
receipt of the request for review, unless special circumstances (such as the
need to hold a hearing) require an extension of time for processing.  In that case a decision shall be rendered as
soon as possible, but not later than 120 days after receipt of the request for
review.  If an extension of time is
required due to special circumstances, the Committee will provide written
notice of the extension to the Participant or Beneficiary prior to the time the
extension commences, stating the special circumstances requiring the extension
and the date by which a final decision is expected.  (b)The decision on review shall be in writing,
written in a manner calculated to be understood by the Participant or
Beneficiary. If the claim is denied, the written notice shall include specific
reasons for the decision, specific references to the pertinent Plan provisions
on which the decision is based, a statement of the Participants or Beneficiarys
right to bring an action under ERISA § 502(a), and a statement that the
Participant or Beneficiary is entitled to receive, upon request and free of
charge, reasonable access to, and copies of, all documents, records and other
information relevant to the claimants claim for benefits. A document, record,
or other information shall be considered relevant to the claim if such  11


document, record, or other information (i) was
relied upon in making the benefit determination, (ii) was submitted,
considered, or generated in the course of making the benefit determination,
without regard to whether such document, record, or other information was
relied upon in making the benefit determination, or (iii) demonstrates
compliance with the administrative processes and safeguards designed to ensure
and verify that benefit claim determinations are made in accordance with the
Plan and that, where appropriate, the Plan provisions have been applied
consistently with respect to similarly situated claimants.  (c)The
Committees decision on review shall be final. 
In the event the decision on review is not provided to the Participant
or Beneficiary within the time required, the claim shall be deemed denied on
review.  ARTICLE
IX AMENDMENT,
MODIFICATION AND TERMINATION  9.1 Amendment
and Termination. The Plan Sponsor reserves the right to amend or
terminate this Plan at any time by action of the Board. The Company may
terminate further deferrals under the Plan for any reason with respect to
deferrals for Plan Years beginning after the date of the Companys termination
of the Plan. In the event of such cessation of deferrals, all other rights and
obligations shall continue until all Participants Accounts have been paid to
all Participants under the terms of the Plan.  9.2
Further Actions to Conform to Code § 409A.
This Plan is intended to satisfythe
requirements of Code § 409A (including current and future guidance issued
by the Department of Treasury or the Internal Revenue Service).  To the extent that any provision of this Plan
fails to satisfy those requirements, the provision shall be applied in
operation in a manner that, in the good-faith opinion of the Committee, brings
the provision into compliance with those requirements while preserving as
closely as possible the original intent of the Plan provision. The Committee
shall amend the Plan as necessary to comply with the requirements of Code
§ 409A.  ARTICLE X MISCELLANEOUS  10.1 Gender and Number.  Except when
otherwise indicated by the context, the masculine gender shall also include the
feminine gender, and the definition of any term herein in the singular shall
also include the plural.  10.2 No Right
to Continued Employment. 
Nothing contained in the Plan or in any Award granted under the Plan
shall confer upon any Participant any right with respect to the continuation of
the Participants employment by, or consulting relationship with, the Company,
or interfere in any way with the right of the Company, subject to the terms of
any separate employment agreement or other contract to the contrary, at any
time to terminate such services or to increase or decrease the compensation of
the Participant. Nothing in this Plan shall limit or impair the Companys right
to terminate the employment of any employee. 
Whether an  12


authorized leave of
absence, or absence in military or government service, shall constitute a
termination of service shall be determined by the Committee in its sole
discretion.  Participation in this Plan
is a matter entirely separate from any pension right or entitlement the Participant
may have and from the terms or conditions of the Participants employment.  Participation in this Plan shall not affect
in any way a Participants pension rights or entitlements or terms or
conditions of employment.  Any
Participant who leaves the employment of the Company shall not be entitled to
any compensation for any loss of any right or any benefit or prospective right
or benefit under this Plan which the Participant might otherwise have enjoyed
whether such compensation is claimed by way of damages for wrongful dismissal
or other breach of contract or by way of compensation for loss of office or
otherwise.  10.3 Non-Assignability.  Neither a Participant nor a Beneficiary may
voluntarily or involuntarily anticipate, assign, or alienate (either at law or
in equity) any benefit under the Plan, and the Committee shall not recognize
any such anticipation, assignment, or alienation.  Furthermore, a benefit under the Plan shall
not be subject to attachment, garnishment, levy, execution, or other legal or
equitable process. Any attempted sale, conveyance, transfer, assignment, pledge
or encumbrance of the rights, interests or benefits provided pursuant to the
terms of the Plan or the levy of any attachment or similar process thereupon,
shall by null and void and without effect.  10.4
Unsecured General Creditor.
Participants and their beneficiaries, heirs, successors, and assigns shall have
no legal or equitable rights, interest, or claims in any property or assets of
the Company.  The assets of the Company
shall not be held under any trust for the benefit of Participants, their
beneficiaries, heirs, successors, or assigns, or held in any way as collateral
security for the fulfilling of the obligations of the Company under this Plan.
Any and all Company assets shall be, and remain, the general, unpledged,
unrestricted assets of the Company.  The
Companys obligation under the Plan shall be an unfunded and unsecured promise
of the Company to pay money in the future.  10.5 Participation
in Other Plans.  Nothing
in this Plan shall affect any right which the Participant may otherwise have to
participate in any retirement plan or agreement which the Company has adopted
or may adopt hereafter.  10.6 Governing
Law.  To the extent not
preempted by federal law, this Plan shall be construed in accordance with, and
shall be governed by, the laws of the State of Colorado.  10.7 Entire
Understanding.  This
instrument contains the entire understanding between the Company and the
Participants participating in the Plan relating to the Plan, and supersedes any
prior agreement between the parties, whether written or oral.  Neither this Plan nor any provision of the
Plan may be waived, modified, amended, changed, discharged or terminated
without action by the Board.  10.8 Provisions
Severable.  To the extent
that any one or more of the provisions of the Plan shall be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired.  13


10.9 Headings.  The article and section headings are for
convenience only and shall not be used in interpreting or construing the Plan.  10.10 Successors, Mergers, or Consolidations.
Any Agreement under the Plan shall inure to the benefit of and be binding upon (a) the
Company and its successors and assigns and upon any corporation into which the
Company may be merged or consolidated, and (b) the Participant, and his
heirs, executors, administrators and legal representatives.  The Plan Sponsor hereby agrees
to the provisions of the Plan and in witness of its agreement, the  Plan Sponsor by its duly authorized officer
has executed the Plan on the date written below.  EINSTEIN
  NOAH RESTAURANT GROUP, INC.Plan
  SponsorBy:
  /s/ Paul J.B. Murphy IIITitle:
  President and CEODate:
  May 3, 2007  14