**EXHIBIT 10.1**GENERAL SEPARATION AND RELEASE AGREEMENT     THIS GENERAL SEPARATION AND RELEASE AGREEMENT (“**Agreement**”) is entered into as of August8, 2007, by and between COSÌ, INC., a Delaware corporation, its subsidiaries, and successorsand assigns (collectively, the “**Company**”), and PATRICK DONNELLAN, a resident of the State ofConnecticut (“**Employee**”).     Employee and the Company agree as follows:     1. Resignation and Separation. The employment relationship between Employee andthe Company shall terminate on **August 8, 2007**(the “**Separation Date**”). In addition toEmployee’s *pro rata*bi-weekly salary, less applicable withholding taxes and deductions, to bepaid to Employee through the Separation Date, payment for vacation earned through theSeparation Date (based upon an accrual rate of 1.25 days per full month), less applicablewithholding taxes and deductions, and reimbursement for any expenses incurred in the ordinarycourse of business and in accordance with the Company’s business expense reimbursementpolicy, the Company agrees to pay to Employee severance as set forth in Section 2below.     2. Severance Compensation. Subject to the terms of this Agreement, andproviding Employee signs and does not revoke this Agreement, the Company agrees to pay toEmployee the additional compensation and other benefits as set forth below:          A. Severance. Payments in an amount equal to **TWENTY-SIX WEEKS**ofEmployee’s salary, totaling **ONE HUNDRED ONE THOUSAND FOUR HUNDRED NINETY-NINE AND99/100 ($101,499.99)**, less applicable withholding taxes and deductions, payable inbi-weekly equal installments in accordance with the Company’s payroll procedures, inthe form of a check to be mailed to Employee’s payroll address on file with the Companyor to such other address as may be designated in writing by Employee or by electronictransfer. Such payments shall commence as of the Company’s first regularly scheduledpay date following the Separation Date and shall continue on each such bi-weekly paydate thereafter until such amount is paid in full.          B. Medical and Health Benefits. Employee’s medical and health benefitsshall continue through **August 31, 2007**, and the Company will pay the COBRA premium toprovide medical and health benefits through **April 30, 2008**, after which Employee mayelect, at Employee’s expense, to continue benefits coverage pursuant to Employee’srights under the Consolidated Omnibus Budget Reconciliation Act (“**COBRA**”).Employee acknowledges that the foregoing payments and benefits set forth in this Section2 are compensation which the Company would not be required to pay to Employee. Exceptfor the amounts expressly set forth in Section 1 above for services rendered andvacation earned as of the Separation Date, and in this Section 2 as additionalcompensation in accordance with the terms hereof, no other compensation or benefits are dueto Employee by the Company under this Agreement or otherwise.     3. Return of Company Materials. Employee agrees to and shall promptly return tothe Company at the Cosi 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,including, without limitation, confidential and proprietary information of the Company, keys,and key cards, security codes, laptop computer, training materials, files, customer lists,franchisee lists, and any other equipment, materials, or information of the Company.     4. Employee Release. For and in consideration of the payments and/or otherbenefits to be provided to and/or on behalf of Employee pursuant to this Agreement, thesufficiency of which Employee hereby acknowledges, Employee, on behalf of Employee andEmployee’s heirs, executors and assigns, hereby releases and forever discharges the Companyand its stockholders, parents, affiliates, subsidiaries, divisions, any and all current andformer directors, officers, executives and agents thereof, and their heirs and assigns, andany and all pension benefit or
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welfare benefit plans of the Company, including current andformer trustees and administrators of such pension benefit and welfare benefit plans, fromall 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 to the dateof this Agreement, including, without limitation, any claims Employee may have arising fromor relating to Employee’s employment or termination from employment with the Company, andfurther including a release of any rights or claims Employee may have under the AgeDiscrimination in Employment Act, the Older Worker Benefits Protection Act, Title VII of theCivil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Americans withDisabilities Act, the Family and Medical Leave Act of 1993; Section 1981 of the Civil RightsAct of 1866; Section 1985(3) of the Civil Rights Act of 187; the Executive Retirement IncomeSecurity Act of 1974, as amended; any other federal, state or local laws againstdiscrimination; or any other federal, state, or local statute, or common law relating toemployment, wages, hours, or any other terms and conditions of employment, including, but notlimited to, the Illinois Human Rights Act, and the Illinois Wage Payment and Collection Actand 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 employmentwith or resignation or termination from the Company. This Section 4 shall operate asa general release and a covenant not to sue to the extent permitted by law. It is theintention of the parties in executing this Agreement that it shall be an effective bar toeach and every claim, demand, and cause of action described in this paragraph, includingknown and unknown claims. This release is not intended as a bar to any claim that, by law,may not be waived, or a claim to challenge the validity of this Agreement. Employee waivesany right to any monetary recovery should any federal, state or local administrative agencypursue any claims on Employee’s behalf arising out of or related to Employee’s employmentwith and/or termination from Employee’s employment with the Company. Employee acknowledgesthat Employee has not suffered any on-the-job injury or condition for which Employee has notalready filed a claim. Employee further acknowledges that Employee has no pending claimsagainst the Company.     5. No Admission. This Agreement is not an admission by either Employee or theCompany of any wrongdoing or liability.     6. Waiver of Reinstatement. Employee waives any right to reinstatement orfuture employment with the Company following Employee’s separation from the Company on theSeparation Date.     7. No Disclosure of Terms of Agreement. Employee, on Employee’s own behalf andon behalf of all others consulted by Employee concerning this Agreement, agrees that, as partof the consideration for the total sum of the amounts identified in Section 2 above,the facts, terms and conditions of this Agreement, and all negotiations related thereto,shall remain completely confidential. Employee, on Employee’s own behalf and on behalf ofall others consulted by Employee concerning this Agreement, agrees that there shall be nodisclosure, directly or indirectly, of any information concerning the facts, terms andconditions of this Agreement, and all negotiations related thereto, except as required bylaw, to anyone other than the Internal Revenue Service and financial advisors of Employee.     8. 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.     9. 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. This Agreement maynot be amended or modified otherwise than by a written agreement executed by the partieshereto or their respective successors and legal representatives. The provisions of thisAgreement are severable, and if any part of this Agreement is found to be unenforceable, theother provisions of this Agreement shall remain fully valid and enforceable to the fullestextent permitted by law.     10. Knowing and Voluntary Execution; Revocation. This Agreement has beenentered into voluntarily and not as a result of coercion, duress, or undue influence.Employee acknowledges that Employee has read and fully understands the terms of thisAgreement and has been advised to consult with an attorney before executing this Agreement.Additionally, Employee acknowledges that Employee has been afforded the opportunity of atleast twenty-one (21) days to consider this Agreement. It is further understood that for aperiod of seven (7) days following the execution of this Agreement in duplicate originals,Employee may revoke this Agreement, and this Agreement
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will not become effective orenforceable until this revocation period has expired. No revocation of this Agreement byEmployee will be effective unless the Company has received within the seven (7) dayrevocation period, written notice of any revocation. Written notice of revocation must bereceived within the seven (7) day revocation period by Becky Iliff, Vice President of People,or Vicki Baue, General Counsel. The consideration described in Section 2above will not be paid out until after the seven (7) day revocation period has expired and norevocation has been received.     11. Counterparts. This Agreement may be executed in counterparts, each of whichshall be deemed an original. This Agreement and any counterpart so executed shall be deemedone and the same instrument.     This Agreement has been executed by the parties as of the respective dates set forthbelow.         **EMPLOYEE:**   **COMPANY:**               **COSI, INC.**, a Delaware corporation           /S/ PATRICK J. DONNELLAN Name: **PATRICK DONNELLAN**   By: