Vacation, on a pro rata basis, as of **August 26, 2008**:     Total Gross Vacation Days:  13 Vacation Days Paid in the Current Year:  7 Net Vacation Days Accrued (but not taken) at Separation Date:  6 Employee’s medical and health benefits shall continue through the end of the calendar monthduring which the Separate Date occurs (i.e., **August 26, 2008**).As set forth in paragraph 7 (relocation assistance) of Employee’s offer letter dated May 10,2006, the Company agreed to reimburse Employee in accordance with the Company’s RelocationPolicy for reimbursable relocation expenses incurred by Employee in connection with Employee’semployment by the Company and subsequent move to the Chicago, Illinois area. At Employee’srequest, on or about June 1, 2008, the Company agreed to extend the date to December 31, 2008for reimbursement of such reimbursable relocation expenses. As of the Separation Date,Employee has not yet submitted, and the Company has not yet reimbursed Employee, for suchrelocation expenses. After the Separation Date, the Company agrees to reimburse Employee forreimbursable relocation expenses for: (i) the actual moving expenses and actual closing costsincurred by Employee for the sale of Employee’s home in Connecticut in connection withEmployee’s employment by the Company and resulting move to the Chicago, Illinois area and (ii)the actual closing costs incurred by Employee for the purchase of Employee’s new home in theChicago, Illinois area, *provided that*Employee submits receipts, closing documents and otherdocumentation reasonably acceptable under the Company’s Relocation Policy evidencing suchreimbursable relocation expenses and provided further that Employee submits such reimbursementrequest within **thirty (30) days**(i.e., on or before but not later than September 25, 2008)after the Separation Date.3. Severance Compensation. Subject to the terms of this Agreement, andproviding Employee executes and does not revoke this Agreement, the Company agrees topay to Employee after the Separation Date the additional compensation set forth below:(a) Severance. Gross payments equal to **TWELVE (12) WEEKS**of Employee’s salary,totaling **FIFTY EIGHT THOUSAND SIX HUNDRED FIFTEEN AND 32/100 DOLLARS ($58,615.32)**, lessapplicable withholding taxes and deductions, payable in bi-weekly equal installments on aschedule consistent with the Company’s payroll schedule, in the form of a check mailed toEmployee’s last payroll address on file with the Company or to such other address as may bedesignated in writing by Employee. Such payments shall commence consistent with the Company’sfirst regularly scheduled pay date following Employee’s Separation Date and shall continuebi-weekly thereafter until such amount is paid in full.(b) Medical and Health Benefits. For the period commencing September 1, 2008 throughSeptember 30, 2008,
 

 
 the Company shall pay for the cost to continue Employee’s medical and health benefits coverageunder Consolidated Omnibus Budget Reconciliation Act (“**COBRA**”). After **September 30, 2008**,Employee may elect, at Employee’s expense, to continue medical and health benefits coveragepursuant to Employee’s rights under COBRA.Employee acknowledges that the foregoing payments set forth in this Section 2 arecompensation which the Company would not be required to pay to Employee but for thisAgreement. Except for the amounts expressly set forth in Section 1 above for servicesrendered through the end of the day on the Separation Date, and in this Section 2above as severance compensation after the Separation Date, no other compensation or benefits,including, without limitation, compensation for unpaid salary, unpaid bonus, severance oraccrued or unused vacation time or vacation pay, arising from or relating to Employee’semployment with the Company or the termination of Employee’s employment, are due to Employeeby the Company under this Agreement or otherwise.3. Return of Company Materials. Employee agrees to and shall promptly return to theCompany at the Company’s Support Center, or such other location as may be agreed to byEmployee and the Company, all property of the Company in Employee’s control or possession, inany media or format whatsoever, including, without limitation, confidential and proprietaryinformation of the Company, keys, and key cards, security codes, laptop computer, trainingmaterials, financial information, budgets, business plans, files, customer lists, franchiseelists, and any other equipment, materials, or information of the Company. With respect toelectronic data and/or other information of the Company stored in electronic format ormedia,Employee agrees to and shall promptly delete and destroy all electronically stored data andfiles, and at the Company’s request, certify in writing to the Company that Employee has doneso.4. Employee Release. For and in consideration of the payments and/or other benefitsto be provided to and/or on behalf of Employee pursuant to this Agreement, and the agreementsset forth herein, and other good and valuable consideration, the receipt and sufficiency ofwhich Employee hereby acknowledges and agrees, Employee, on behalf of Employee and Employee’sheirs, beneficiaries, agents, executors and assigns, hereby voluntarily, knowingly, andwillingly releases and forever discharges the Company and its stockholders, parents,affiliates, subsidiaries, divisions, any and all current and former directors, officers,executives and agents thereof, and their heirs, agents and assigns, and any and all pensionbenefit or welfare benefit plans of the Company, including current and former trustees andadministrators of such pension benefit and welfare benefit plans (collectively, the“**Releasees**”), from any and all claims, complaints, causes of action, charges, demands orrights, of any kind or nature whatsoever, in law or in equity, whether known or unknown, whichmay have existed or which may now exist from the beginning of time to the date of thisAgreement, including, without limitation, any claims Employee may have arising from orrelating to Employee’s employment or termination from employment with the Company, and furtherincluding a release of any rights or claims Employee may have under the Age Discrimination inEmployment Act of 1967, as amended by the Older Worker Benefits Protection Act, the Equal PayAct, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, theAmericans with Disabilities Act, the Family and Medical Leave Act of 1993; Section 1981 of theCivil Rights Act of 1866; Section 1985(3) of the Civil Rights Act of 1871; the EmploymentRetirement Income Security Act of 1974, as amended; any other federal, state or local lawsagainst discrimination; or, any other federal, state, or local statute or common law relatingto employment, wages, hours, or any other terms and conditions of employment, including, butnot limited to, the Illinois Human Rights Act, and the Illinois Wage Payment and CollectionAct and any other laws regarding the payment of wages, to the maximum extent permitted by law.This release further includes a release by Employee of any claims for wrongful discharge,breach of contract, torts or any other claims in any way related to Employee’s employment withor resignation or termination from the Company.This Section 4 shall operate as a general release and a covenant not to sue to theextent permitted by law. It is the intention of the parties in executing this Agreement thatit shall be an effective bar to each and every claim, demand, and cause of action described inthis Section 4, including known and unknown claims. This release is not intended as abar to any claim that, by law, may not be waived, or a claim to challenge the validity of thisAgreement. Employee waives any right to any monetary recovery should any federal, state orlocal administrative agency pursue any claims on Employee’s behalf arising out of or relatedto Employee’s employment with and/or termination from Employee’s employment with the Company.Employee acknowledges that Employee has not suffered any on-the-job injury or condition forwhich Employee has not already filed a claim. Employee further acknowledges that Employee hasno pending claims against the Company.
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5. No Admission. This Agreement is not an admission by either Employee or the Companyof any wrongdoing or liability.6. Waiver of Reinstatement. Employee waives any right to reinstatement or futureemployment with the Company following Employee’s separation from the Company on the SeparationDate.7. No Disparagement. Employee agrees and shall not engage in any act that isintended, or may reasonably be expected, to harm the reputation, business, prospects oroperations of the Company, its officers, directors, stockholders or executives. Employee willtake no action which would reasonably be expected to lead to unwanted or unfavorable publicityto the Company.8. No Disclosure of Terms of Agreement. Employee, on Employee’s own behalf and onbehalf of all others consulted by Employee concerning this Agreement, agrees that, as part ofthe consideration for the total sum of the amounts identified in Section 2 above, thefacts, terms and conditions of this Agreement, and all negotiations related thereto, shallremain completely confidential, unless and except to the extent disclosure is required by law.Employee, on Employee’s own behalf and on behalf of all others consulted by Employeeconcerning this Agreement, agrees that there shall be no disclosure by Employee, directly orindirectly, of any information concerning the facts, terms and conditions of this Agreement,and all negotiations related thereto, except as required by law, to anyone other than theInternal Revenue Service and financial advisors of Employee.9. Restrictive Covenants. Employees acknowledges and agrees that Employee continuesto be bound by the restrictive covenants set forth in and the terms and conditions of thatcertain Confidentiality and Non-Compete Agreement dated May 10, 2006 entered into betweenEmployee and the Company, and that the terms and agreements thereof which are intended tosurvive Employee’s termination and separation of employment with the Company shall so surviveand continue in full force and effect.10. Governing Law. This Agreement shall be governed by and construed in accordancewith the laws of the State of Illinois, without reference to the principles of conflict oflaws.11. Entire Agreement; Severability. This Agreement represents the complete agreementbetween Employee and the Company concerning the subject matter of this Agreement andsupersedes all prior agreements or understandings, written or oral. This Agreement may not beamended or modified otherwise than by a written agreement executed by the parties hereto ortheir respective successors and assigns and legal representatives on their behalf. Theprovisions of this Agreement are severable, and if any part of this Agreement is found to beunenforceable, the other provisions of this Agreement shall remain fully valid and enforceableto the fullest extent permitted by law.12. Revocation Period. Employee may revoke his release of claims under the ADEA (asdefined in Section 13(h) below) within the **seven (7) day**period following execution ofthis Agreement by Employee. Any such revocation must be submitted in writing to the Companyand to the person identified in the Company’s notice address set forth below the Company’ssignature block on the signature page attached hereto, and must state, “I hereby revoke myrelease of claims under the ADEA.” If the last day of the revocation period is a Saturday,Sunday or legal holiday recognized in the State of Illinois, then such revocation period shallnot expire until the next following day which is not a Saturday, Sunday or legal holiday. Inthe event of Employee’s revocation under this provision of the Agreement, only the release ofclaims under the ADEA will be affected and the remainder of the Agreement shall remain in fullforce and effect and all other claims will remain released.13. Knowing and Voluntary Execution. By executing this Agreement, Employeeacknowledges that:(a) Employee has entered into this Agreement voluntarily and not as a result ofcoercion, duress, or undue influence;(b) Employee has read and fully understands the terms of this Agreement;
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(c) **EMPLOYEE HAS BEEN ADVISED TO CONSULT WITH AN ATTORNEY AND/OR OTHER ADVISORS OFEMPLOYEE’S CHOICE BEFORE EXECUTING THIS AGREEMENT**;(d) Employee understands that this Agreement is **LEGALLY BINDING**and by executing itEmployee gives up certain rights;(e) Employee has been afforded the opportunity of at least **twenty-one (21) days**toconsider this Agreement (although Employee may voluntarily choose to execute thisAgreement earlier) and to consult with an attorney;(f) Pursuant to Section 4 above, Employee **VOLUNTARILY, KNOWINGLY, AND WILLINGLYRELEASES**the Releasees from any and all claims Employee have, known or unknown, inexchange for the additional compensation provided to Employee by executing thisAgreement;(g) Employee may revoke his release of claims under the ADEA within the **seven (7) day**period following Employee’s execution of this Agreement, as set forth in Section12 above; and(h) The General Release in this Agreement includes a WAIVER OF ALL RIGHTS AND CLAIMSEmployee may have under the Age Discrimination in Employment Act of 1967 (29 U.S.C. §621et seq.), as amended by the Older Workers’ Benefit Protection Act (“**ADEA**”).14. Notice. Any notice required or permitted to be given hereunder shall be inwriting and delivered by hand, express delivery or by a nationally recognized courier (i.e.,DHL, Federal Express, UPS, etc.) or mailed by certified mail, return receipt requested,postage prepaid, addressed to the respective notice addresses set forth below each party’sname on the signature page.*[balance of page intentionally blank; signature page(s) to follow]*
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15. Counterparts; Facsimile. This Agreement may be executed in counterparts, each ofwhich shall be deemed an original. This Agreement and any counterpart so executed shall bedeemed one and the same instrument. Signature by facsimile or other electronic transmissionis hereby authorized and shall have the same force and effect as an original signature.This Agreement has been executed by the parties as of the respective dates set forth below.       **EMPLOYEE:**   **COMPANY:**             **COSI, INC.**, a Delaware corporation         /s/ CHRISTOPHER CARROLL   /s/ BECKY ILIFF   Name: **CHRISTOPHER CARROLL**    Name: Becky Iliff  Date: August 26, 2008   Title: Vice President of People      Date: August 26, 2008   Notice (Current) Address:   Notice Address:         936 Hinman Avenue 1-S   Cosi, Inc.  Evanston, IL 60204   1751 Lake Cook Road, 6th Floor      Deerfield, IL 60015      Attn: Becky Iliff, V. P. of People  Telephone:                                                                      Telephone: (847) 597-8860  
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