**EXHIBIT 10.1****General Separation and Release Agreement**     THIS GENERAL SEPARATION AND RELEASE AGREEMENT (“**Agreement**”) is entered into as of the17th day of August, 2005, between COSI, INC., a Delaware corporation, and any successorthereto (collectively, the “**Company**”), and CYNTHIA JAMISON, an Illinois resident(“**Employee**”).Employee and the Company agree as follows:     1. **Termination of Employment**. The employment relationship between Employee andthe Company shall terminate on August 17, 2005 (the “**Termination Date**”). The Employee shallbe paid an amount equal to her *pro rata*bi-weekly salary and accrued 2005 bonus, payable overthe period commencing August 17, 2005, through February 20, 2006, as set forth in Section2 below (collectively, the “**Severance Payments**”). The Company shall reimburse theEmployee for all reimbursable expenses incurred by the Employee through the Termination Date,and submitted to the Company with the proper receipts, in accordance with the Company’sthen-current expense policy. The Company will pay the Employee for any vacation accruedbetween January 1, 2005, and the Termination Date, but then unused, in accordance with theCompany’s then-current vacation policy. Except for the amounts expressly set forth in thisSection 1 and Section 2 below, no other compensation or benefits are due tothe Employee under this Agreement or that certain letter dated as of July 7, 2004 (the “**2004Letter**”) or otherwise.     2. **Severance and Benefits**. Subject to the terms of this Agreement, andproviding Employee executes and does not revoke this Agreement and complies with the terms ofthis Agreement, the Company agrees to pay to Employee the Severance Payments and otherbenefits as set forth below. The Company shall have the right, upon due notice to Employeeto set off any amounts due and owing by Employee to the Company against any amounts due andowing by the Company to Employee.     (a) **Severance Payments**. Employee shall be paid Severance Payments in thetotal gross amount of: (i) One Hundred Twenty-Five Thousand and 00/100 Dollars($125,000), less applicable withholding taxes and deductions, representing an amountequal to six (6) months’ gross salary, plus (ii) Sixty-Two Thousand NineHundred Three and 22/100 Dollars ($62,903.22), representing an amount equal to accruedbonus for fiscal year 2005 *pro rated*through the Termination Date. In no event shallEmployee’s aggregate gross Severance Payments exceed One Hundred Eighty Seven ThousandNine Hundred Three and 22/100 Dollars ($187,903.22), less applicable withholding taxesand deductions, payable in bi-weekly equal installments and subject to the Company’sright of set off to the extent set off is permitted under Section 4(b) below.     (b) **Medical and Health Benefits**. Employee’s medical and health benefitsshall continue on the same or substantially the same terms through February 20, 2006.Thereafter, in the event that Employee elects continuing benefits coverage pursuant toher rights under the Consolidated Omnibus Budget Reconciliation Act (“**COBRA**”),Employee shall be responsible for payment of Employee’s COBRA premiums.     3. **Return of Company Materials**. Employee, or her heirs, agrees to and shallpromptly return to the Company, at the Company’s corporate offices or such other location asmay be directed by the Company, all property of the Company in Employee’s control orpossession, including, without limitation, confidential or proprietary information of theCompany, files and documents, keys, key cards, personal computer and software, blackberry,and cell phone.     4. **Release**.     (a) **Release by Employee**. For and in consideration of the payments and/orother benefits to be provided to and/or on behalf of Employee pursuant to thisAgreement, the sufficiency of which Employee hereby acknowledges, Employee, on behalfof Employee and Employee’s heirs, executors and assigns, hereby releases and foreverdischarges the Company, its affiliates and
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subsidiaries, and its and their current and former directors, officers,executives and agents, heirs, executors, representatives, successors and assigns, andany and all pension benefit or welfare benefit plans of the Company, including currentand former trustees and administrators of such pension benefit and welfare benefitplans, from all claims, charges, or demands, in law or in equity, whether known orunknown, which may have existed or which may now exist from the beginning of time tothe date of this Agreement, including, without limitation, any claims Employee mayhave arising from or relating to Employee’s employment or termination from employmentwith the Company, including a release of any rights or claims Employee may have underTitle VII of the Civil Rights Act of 1964, as amended, and the Civil Rights Act of1991 (which prohibit discrimination in employment based upon race, color, sex,religion, and national origin); the American with Disabilities Act of 1990, asamended, and Family and Medical Leave Act of 1993 (which prohibits discriminationbased on requesting or taking a family or medical leave); Section 1981 of the CivilRights Act of 1866 (which prohibits discrimination based upon race); Section 1985(3)of the Civil Rights Act of 1871 (which prohibits conspiracies to discriminate); theEmployee Retirement Income Security Act of 1974, as amended (which prohibitsdiscrimination with regard to benefits); any other federal, state or local lawsagainst discrimination’ or any other federal, state, or local statute, or common lawrelating to employment, wages, hours, or any other terms and conditions of employment.This includes a release by Employee of any claims for wrongful discharge, breach ofcontract, torts or any other claims in any way related to Employee’s employment withor resignation or termination from the Company. This release also includes a releaseof any claims for age discrimination under the Age Discrimination in Employment Act,as amended (“**ADEA**”). The ADEA requires that Employee be advised to consult with anattorney before Employee waives any claim under ADEA. In addition, the ADEA providesEmployee with at least 21 days to decide whether to waive claims under ADEA and seven(7) days after Employee executes this Agreement to revoke that waiver.Notwithstanding the foregoing provisions of this Section 4(a), the releasegiven by Employee hereunder shall not apply to, and Employee shall retain and shall beentitled to enforce by litigation or otherwise, all rights arising under or withrespect to (i) the obligations of the Company to indemnify and hold harmless Employeein Employee’s capacity as a former executive of the Company, (ii) all directors andofficers liability insurance coverage applicable to Employee, (iii) Employee’s rightsto enforce the terms of this Agreement, and (iv) any and all benefits to whichEmployee shall be entitled under the terms of the Company’s employee benefit plans.     (b) **Release by the Company**. For and in consideration of the agreementsset forth in this Agreement, the sufficiency of which the Company hereby acknowledges,the Company, on behalf of the Company and its affiliates and subsidiaries and its andtheir respective officers, directors, managers, successors and assigns, herebyreleases and forever discharges Employee from all claims, charges, or demands, in lawor in equity, whether known or unknown, which may have existed or which may now existfrom the beginning of time to the date of this Agreement but expressly excluding anysuch claims arising out of Employee’s intentional or willful misconduct or fraud. Asof the date of this Agreement, the Company has no actual knowledge of any acts byEmployee of intentional or willful misconduct or fraud giving rise to, or that couldin the future give rise to, any such claims. Notwithstanding the foregoing provisionof this Section 4(b), the release given by the Company hereunder shall notapply to, and the Company shall retain and shall be entitled to enforce by litigationor otherwise, all rights arising under or with respect to (i) any claims arising outof Employee’s intentional or willful misconduct or fraud, and (ii) the Company’srights to enforce the terms of this Agreement.     5. **Stock Options.** Any stock options held beneficially and of record by theEmployee as of the Termination Date which are fully vested as of such date shall beexercisable through and including the date set as the twelve (12) month anniversary of theTermination Date, such date being August 17, 2006. Any stock options which are not fullyvested as of the Termination Date shall terminate in accordance with the terms of therespective stock incentive plan under which any such options were granted.     6. **No Admission**. This Agreement is not an admission by either Employee or theCompany of any wrong doing or liability.
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     7. **No Disparagement**. Employee agrees not to make, or to cause any other personto make, any false, disparaging or derogatory statements regarding the Company or itsaffiliates or subsidiaries or any of their respective current or former shareholders,directors, officers, employees, agents or representatives (in their respective capacities ascurrent or former shareholders, directors, officers, employees, agents or representatives ofthe Company or its affiliates or subsidiaries). Employee further agrees not to take anyaction or make any statement the effect to which would be directly or indirectly tomaterially impair the goodwill of the Company, including but not limited to any action orstatement intended, directly or indirectly, to benefit a competitor of the Company. TheCompany shall take all reasonable measures to cause the senior officers and directors of theCompany (in their respective capacities as senior officers and directors of the Company) notto make any false, disparaging or derogatory statements in any form regarding Employee.     8. **Confidentiality and Nondisclosure of Confidential Information.**.     (a) Employee acknowledges and agrees that she has had access to ConfidentialInformation (as defined below) of the Company, which has been developed atconsiderable risk and expense of the Company. Employee agrees that for so long as anyinformation received by Employee remains Confidential Information, she shall not atany time copy, or disclose to any person or entity, or use for her own benefit or thebenefit of any third party, or otherwise exploit, such Confidential Information.     (b) “**Confidential Information**” includes the terms of this Agreement andinformation, documents and materials which contain confidential, proprietary and/ortrade secrets of Cosi, its affiliates and subsidiaries, its business partners, itsvendors, and/or its franchisees, or are otherwise of a confidential nature and whichare proprietary to Cosi, its affiliates and subsidiaries, its customers, its businesspartners, its vendors, and/or its franchisees that are not otherwise part of thepublic domain (whether or not reduced to writing or other tangible medium ofexpression), including, without limitation, information relating to business andmarketing plans and strategies (including, without limitation, development andexpansion plans, new markets, new store openings and store closings), historical andprojected financial information, revenues, costs, personnel information, processes andprocedures, products, recipes, formulae, other trade secrets pertaining to products,goods, services, inventions, discoveries, improvements, innovations, designs, ideas,manufacturing processes, methods and activities, costs, sources of supply, advertisingand marketing plans and activities, distribution and sales methods, employeeinformation, wage, salary and bonus information, customer lists and customerinformation, sales, profits, pricing and pricing methods, personnel, businessrelationships, litigation, business concepts, patents, copyrights, trademarks, tradenames, trade secrets, formulae, patent, trademark and copyright applications,agreements, and any and all other information, records, knowledge or data of aconfidential, proprietary and/or trade secret nature. Notwithstanding the foregoing,Confidential Information does not include information which Employee can prove: (i)at the time of disclosure to Employee was already known to Employee prior to itsdisclosure by the Disclosure (as established by written records) without an obligationof confidentiality; (ii) is or becomes generally available to the public other thanthrough a breach of this Agreement; or (iii) is at any time furnished to Employee by athird party who is lawfully in possession of such information and who lawfully conveyssuch information to Employee.     (c) Employee covenants and agrees that disclosure of any or all of theConfidential Information in violation of this Agreement will cause the Companyirreparable injury and that, in the event of a breach by Employee her obligationspursuant to this Section 8, the Company shall be entitled to any remedyavailable at law or equity, including, without limitation, specific performance andinjunctive relief (without bond or proof of damages but upon due notice) and allreasonable costs incurred in seeking any such remedy, including, without limitation,attorneys’ fees and costs.     9. **Company Indemnification; Employee Cooperation; D&O Insurance**. The Companyshall indemnify Employee to the fullest extent permissible under its by-laws in effect on theday hereof, the Delaware General Corporation Law and other applicable laws. Employee agreesto cooperate reasonably with
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the Company and its counsel in regard to any litigation, investigation, or similaraction presently pending or subsequently initiated involving matters of which the Employeehas knowledge as a result of Employee’s employment with the Company. Such reasonablecooperation shall consist of the Employee making herself available at reasonable times forconsultation with officers of the Company and its counsel and for depositions or othersimilar activity. The actual costs incurred with respect to Employee’s reasonablecooperation shall be borne by the Company. Such costs shall not include Employee’scompensation. For at least a period of two (2) years following the Termination Date of thisAgreement, the Company shall maintain directors and officers liability insurance, orinsurance providing similar coverage, in an amount and on the terms as may be reasonablydetermined from time to time by the executive officers and directors of the Company, whichcoverage shall include Employee in Employee’s capacity as a former officer of the Company.     10. **Waiver of Reinstatement**. Employee waives any right to reinstatement orfuture employment with the Company following the date of Employee’s separation from theCompany as set forth herein.     11. **Employee Agreement**. Employee agrees not to engage in any act afterexecution of this Agreement that is intended, or may reasonably be expected to, harm thereputation, business, prospects or operations of the Company, its affiliates or subsidiaries,or its or their respective officers directors, stockholders or executives. Employee willtake no action which would reasonably be expected to lead to unwanted or unfavorablepublicity to the Company.     12. **Governing Law**. This Agreement shall be governed by and construed inaccordance with the laws of the **State of Illinois**, without reference to the principles ofconflict of laws.     13. **Entire Agreement; Severability**. This Agreement represents the completeagreement between Employee and the Company concerning the subject matter in this Agreementand supersedes all prior agreements or understandings, written or oral, including, withoutlimitation the 2004 Letter. This Agreement may not be amended or modified otherwise than bywritten agreement executed by the parties hereto or their respective successors and legalrepresentatives. The provisions of this Agreement are severable, and if any part of thisAgreement is found to be unenforceable, the other provisions of this Agreement shall remainfully valid and enforceable to the fullest extent permitted by law.     14. **Revocation Period**. It is further understood that for a period of seven (7)days following the execution of this Agreement in duplicate originals, Employee may revokethis Agreement, and this Agreement shall not become effective or enforceable until thisrevocation period has expired. No revocation of this Agreement by Employee shall beeffective unless the Company has received within the seven (7) day revocation period, writtennotice of any revocation, all monies received by Employee under this Agreement and alloriginal copies of this Agreement.     15. **Voluntary Execution**. This Agreement has been entered into voluntarily andnot as a result of coercion, duress, or undue influence. Employee acknowledges that Employeehas read and fully understands the terms of this Agreement and has been advised to consultwith an attorney before executing this Agreement. Additionally, Employee acknowledges thatEmployee has been afforded the opportunity of at least twenty-one (21) days to consider thisAgreement.     16. **Counterparts**. This Agreement may be executed in counterparts, each of whichshall be deemed an original but all of which taken together shall be deemed to constitute oneand the same instrument.[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]
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     The parties hereto have executed this Agreement as of the day and year first above written.     **EMPLOYEE:**     /S/ CYNTHIA JAMISON     **Cynthia Jamison**     **COMPANY:**     **COSI, INC.**, a Delaware corporation       By:         Name:         Title:       
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