Prepared by MerrillDirect





April 5, 2001


Mr. Tom Kish

1524 Cherokee Road

Louisville, KY  40205


Dear Tom:


Based on your experience, background
presented and the belief that we can together help Panera grow into a
significant national brand, Panera Bread is pleased to offer you the position
of Vice President and Chief Information Officer reporting to our Senior Vice
President, Chief Financial and Administrative Officer, Bill Moreton.  We would like this position to be effective
on or before May 7, 2001.


Your salary for this position will be
payable at the bi-weekly rate of $6923.08 ($180,000 on an annual basis).  In addition, it is our understanding that
your compensation will include the following:


	•	Consideration
  for 28,000 stock options which vest to you over five years.  The price per share will be determined
  based on the value of the closing price per share on the date of a phone
  conference with the Compensation Committee of the Board of Directors (to be
  scheduled on receipt of your written acceptance).
	 	 
	•	You
  will be included in our 2001 Incentive Program.  This program rewards you for the completion and quality of
  individually agreed upon objectives as well as the achievement of your
  business unit’s financial goals and overall Company profitability.  Your incentive target is 20% of your base
  rate (we refer to it as a “double” when you meet agreed upon expectations)
  with an upside potential of 40% (“homerun”-significantly exceeding
  expectations).  For this plan year,
  you will be guaranteed a “double”, prorated for the period May 7, 2001 -
  December 31, 2001 (approximately $24,000), plus any applicable payments for
  the company results modifier.   You
  may be eligible for additional incentive compensation if you and the company
  meet or exceed our goals.  For the
  2002 plan year, you will be guaranteed a “double” (approximately $36,000)
  plus any applicable payments for the company results modifier.
	 	 
	 	For
  all subsequent years, the incentive can be paid out in full or portion
  thereof, including 0% (“strike-out”), according to the company’s financial
  performance and your individual performance. If the Company strikes-out for
  the plan year, no incentive will be paid out.  The plan design can be changed without notice.
	 	 
	•	Car
  allowance of $192.31 per bi-weekly pay period.



 


In addition, Panera Bread will reimburse
or directly pay all reasonable relocation expenses up to $65,000


As a full-time Panera Bread employee, you
will be eligible to participate in all Panera Bread benefit plans.  The waiting periods and premiums related to
these benefits and specific information about plan content will be explained
during the orientation process.  Our
benefit package is subject to ongoing review and modifications from time to
time.  You will receive an employee
handbook at your benefits orientation, which will explain our vacation and
holiday schedule.  Panera Bread is a
non-smoking work facility.  If you have
specific questions about our benefits, please contact Courtney Higgins at
extension 7318.


This offer is also contingent on your
ability to provide employment eligibility documentation as required by
law.  Please indicate your acceptance of
this offer by signing and returning one original of this letter no later than
April 18, 2001, after which time this offer will expire.


We believe that your background and
experience will provide a solid foundation for success with Panera Bread.  We are extremely enthusiastic about our
future growth.  If you have any
questions about the enclosed information, please let me know.  Once again, Tom, we welcome you to Panera
Bread and we look forward to your participation, energy, and contributions.


Sincerely,


	 	 
	Bill
  Moreton	Ron
  Shaich
	SVP,
  Chief Financial	Chairman,
  Chief Executive Officer
	and
  Administrative Officer	 



I have read and accepted the provisions
as outlined above.


	

	


	Date	Tom
  Kish