Vacation, on a pro rata basis, as of **August 26, 2008**:     Total Gross Vacation Days:  13 Vacation Days Paid in the Current Year:  14 Net Vacation Days Accrued (but not taken) at Separation Date:  0 Employee’s medical and health benefits shall continue through the end of the calendar monthduring which the Separation Date occurs (i.e., **August 26, 2008**).          2. Severance Compensation. Subject to the terms of this Agreement, and providingEmployee executes and does not revoke this Agreement, the Company agrees to pay to Employeeafter the Separation Date the additional compensation set forth below:          (a) Severance. Gross payments equal to **TWELVE (12) WEEKS**of Employee’s salary,totaling **SIXTY THOUSAND NINE HUNDRED TWENTY THREE AND 04/00 DOLLARS ($60,923.04)**, 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, 2008through September 30, 2008**, the Company shall pay for the cost to continue Employee’s medicaland health benefits coverage under the Consolidated Omnibus Budget Reconciliation Act(“**COBRA**”). After **September 30, 2008**, Employee may elect, at Employee’s expense, to continuemedical and health benefits coverage pursuant 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 additional 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 tothe Company 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,
 

 
 training materials, financial information, budgets, business plans, files, customer lists,franchisee lists, and any other equipment, materials, or information of the Company. Withrespect to electronic data and/or other information of the Company stored in electronic formator media, Employee agrees to and shall promptly delete and destroy all electronically storeddata and files, and at the Company’s request, certify in writing to the Company that Employeehas done so.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, and theagreements set forth herein, and other good and valuable consideration, the receipt andsufficiency of which Employee hereby acknowledges and agrees, Employee, on behalf of Employeeand Employee’s heirs, beneficiaries, agents, executors and assigns, hereby voluntarily,knowingly, and willingly 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 allpension benefit or welfare benefit plans of the Company, including current and former trusteesand administrators 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 tothe extent permitted by law. It is the intention of the parties in executing this Agreementthat it shall be an effective bar to each and every claim, demand, and cause of actiondescribed in this Section 4, including known and unknown claims. This release is notintended as a bar to any claim that, by law, may not be waived, or a claim to challenge thevalidity of this Agreement. Employee waives any right to any monetary recovery should anyfederal, state or local administrative agency pursue any claims on Employee’s behalf arisingout of or related to Employee’s employment with and/or termination from Employee’s employmentwith the Company. Employee acknowledges that Employee has not suffered any on-the-job injuryor condition for which Employee has not already filed a claim. Employee further acknowledgesthat Employee has no pending claims against 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 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 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, shallremain completely confidential, unless and except to the extent disclosure is required by law.Employee,
2

 
 on Employee’s own behalf and on behalf of all others consulted by Employee concerning thisAgreement, agrees that there shall be no disclosure by Employee, directly or indirectly, ofany information concerning the facts, terms and conditions of this Agreement, and allnegotiations related thereto, except as required by law, to anyone other than the InternalRevenue Service and financial advisors of Employee.9. Restrictive Covenants. Employees acknowledges and agrees that Employeecontinues to be bound by the restrictive covenants set forth in and the terms and conditionsof that certain Confidentiality and Non-Compete Agreement dated on or about November 7, 2006entered into between Employee and the Company, and that the terms and agreements thereof whichare intended to survive Employee’s termination and separation of employment with the Companyshall so survive and continue in full force and effect.10. 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.11. Entire Agreement; Severability. This Agreement represents the completeagreement between 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(as defined in Section 13(h) below) within the **seven (7) day**period following the 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 of coercion,duress, or undue influence;          (b) Employee has read and fully understands the terms of this Agreement;          (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 this Agreementearlier) 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, in exchangefor the additional compensation provided to Employee by executing this Agreement;          (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 Section 12above; and
3

 
          (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. §621 etseq.), 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.15. Counterparts; Facsimile. This Agreement may be executed in counterparts,each of which shall be deemed an original. This Agreement and any counterpart so executedshall be deemed one and the same instrument. Signature by facsimile or other electronictransmission is hereby authorized and shall have the same force and effect as an originalsignature.This Agreement has been executed by the parties as of the respective dates set forthbelow.       **EMPLOYEE:**   **COMPANY:**             **COSI, INC.**, a Delaware corporation         /s/ CHRISTOPHER AMES   /s/ BECKY ILIFF   Name: **CHRISTOPHER AMES**    Name: Becky Iliff  Date: September 5, 2008, 2008   Title: Vice President of People      Date: September 8, 2008  Notice (Current) Address:          Notice Address:  2127 N Cleveland Avenue      Chicago, IL 60614          Cosi, Inc.      1751 Lake Cook Road, 6th Floor      Deerfield, IL 60015  Telephone:                                                                Attn: Becky Iliff, V. P. of People      Telephone: (847) 597-8860  
4