exv10w4



 







Exhibit 10.4




PANERA BREAD COMPANY




2005 LONG-TERM INCENTIVE PROGRAM

[FORM OF]


RESTRICTED STOCK AGREEMENT

(Granted under 2006 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 Richmond Heights,
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 2006 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 <<Proposed_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






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	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 be an employee of the Company or of an affiliate of the Company
(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 employment shall be forfeited to the
Company.



     In the event the Participant’s employment is 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.



     In the event of the death or Disability of the Participant while an employee of the Company or
an affiliate of the Company, 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
shall be forfeited to the Company.



     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. DIVIDEND AND VOTING RIGHTS.



     During the Restricted Periods, the Participant shall have the right to receive all dividends
and distributions paid with respect to the Restricted Shares granted hereby, whether or not Vested,
and the right to vote such shares.



     4. 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 LTIP (which includes the
Restricted Shares), in certain transactions affecting the Common Stock and Change



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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.



     5. 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 Internal
Revenue Code of 1986, as amended, 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 shares. The Participant acknowledges that any income or other taxes due from him or
her with respect to such 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 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.



     6. 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.



     7. 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:



     If to the Company:


Panera Bread Company

6710 Clayton Road

Richmond Heights, MO 63117

ATTN: Director, Compensation & Benefits

Facsimile: (314) 633-7220




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If to the Participant:




	 	 	 	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	 

	 	 	 	 




or to such other address or addresses of which notice in the same manner has previously been given.
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.




     8. 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.



     9. 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.



     10. ENTIRE AGREEMENT.



     This Agreement, and the grant made hereby, is subject to the terms and conditions of each of
the Plan and 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.



     11. MODIFICATIONS AND AMENDMENTS.



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



     12. 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



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



13. 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, and (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.



[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:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 	 	«First_Name» «Last_Name»







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