Exhibit 10.1





Exhibit 10.1




As amended, May 25, 2006 and

July 23, 2009




PANERA BREAD COMPANY

2005 LONG-TERM INCENTIVE PROGRAM

(Sub-plan under 2006 Stock Incentive Plan)




Section 1. Establishment.



Effective September 1, 2005, Panera Bread Company (the “Company”) established the Long-Term
Incentive Program (the “LTIP”) as a sub-plan under the Company’s 1992 Equity Incentive Plan (the
“1992 Plan”) and the Company’s 2001 Employee, Director and Consultant Stock Option Plan (the “2001
Plan”). Effective May 25, 2006, the Company will not grant any further awards under the 1992 Plan
or the 2001 Plan. Effective May 25, 2006, the LTIP will be a sub-plan under the Company’s 2006
Stock Incentive Plan (the “2006 Plan”). Notwithstanding anything to the contrary herein, except to
the extent permitted by the 2006 Plan, the provisions of the 2006 Plan shall apply for purposes of
the LTIP with respect to any awards under the 2006 Plan.



Section 2. General Purpose of the Plan and Definitions.



The purpose of the LTIP is to provide eligible individuals with a meaningful stake in the Company’s
success through long-term incentive awards. In doing so, the Company hopes to motivate and reward
the attainment of longer-term profitable growth goals, support the recruitment and retention of
individuals critical to the long-term success of the Company and align individual participants’
interests with those of customers and stockholders.



Except to the extent required by the 2006 Plan, whenever used in the LTIP, the following terms
shall have the meanings set forth in this Section 2. Capitalized terms not otherwise defined herein
shall have the meanings set forth in the 2006 Plan.




	 	a)	 	Cause. Cause shall include (and is not limited to) dishonesty with
respect to the Company or any affiliate of the Company, insubordination, substantial
malfeasance or non-feasance of duty, unauthorized disclosure of confidential
information, or conduct substantially prejudicial to the business of the Company or any
affiliate of the Company or any other circumstance which would constitute or be deemed
“cause” pursuant to any other agreement entered into between an LTIP Participant and
the Company or an affiliate of the Company, as determined by the Committee or any
officer designated by it, in its, his or her sole discretion. The determination of the
Committee or such designated officer as to the existence of Cause will be conclusive on
the LTIP Participant and the Company.






	 	b)	 	Change in Control. Any of the following events: (i) the purchase or
other acquisition by any person, entity or group of persons, within the meaning of
Section 13(d) or 14(d) of the Securities Exchange Act of 1934 (the “Act”) (excluding,
for this purpose, the Company, its affiliates and any employee benefit plan (or related
trust) of the Company or its affiliates), of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Act) of 50% or more of the combined voting power of
the Company’s then- outstanding voting securities entitled to vote generally in the
election of directors in any transaction or series of transactions; (ii) when
individuals who, as of the effective date of the LTIP, constitute the Board (the
“Incumbent Board”) cease for any reason to constitute at least a majority of the Board,
provided that any person who becomes a director subsequent to the effective date of the
LTIP whose election, or nomination for election by the Company’s stockholders, was
approved in advance by a vote of at least a majority of the directors then comprising
the Incumbent Board excluding members of its Incumbent Board who are no longer serving
as directors shall be, for purposes of this section, considered as though such person
were a member of the Incumbent Board; provided, however, the following persons shall
not be considered members of the Incumbent Board: (a) individuals whose initial
assumption of office is in connection with an actual or threatened election contest
relating to the election of directors of the Company, as such terms are used in Rule
14a-11 of Regulation 14A promulgated under the Act and (b) individuals approved by the
Incumbent Board as a result of an agreement intended to avoid or settle an actual or
threatened contest; (iii) consummation of a reorganization, merger or consolidation,
except in each




 


 









 





	 	 	 	case following such reorganization, merger or consolidation: (a) persons who were the stockholders of the Company immediately prior to
such reorganization, merger or consolidation immediately thereafter own more than 50% of
the combined voting power entitled to vote generally in the election of directors of the
reorganized, merged or consolidated corporation’s then-outstanding voting securities,
and (b) a majority of members of the board or other governing body of such reorganized,
merged or consolidated corporation were members of the Incumbent Board at the time of
the execution of the initial agreement or the approval of the transaction by the Board;
(iv) approval by stockholders of a liquidation or dissolution of the Company (and the
Company shall commence such liquidation or dissolution), or consummation of the sale of
all or substantially all of the assets of the Company (in one transaction or a series of
transactions); or (v) any other event that a majority of the members of the Incumbent
Board, in their sole discretion, shall determine may constitute a Change in Control.






	 	c)	 	Choice Award. An award that provides designated LTIP Participants with
the choice to receive the award in a) Restricted Stock, b) a Stock Settled Appreciation
Right (“SSAR”) (or, if determined by the Committee, Stock Options), or c) a combination
of Restricted Stock and a SSAR.






	 	d)	 	Committee. The Compensation and Stock Option Committee of the Board of
Directors of the Company, or any successor committee designated by such Board to assume
the responsibilities for the administration of this LTIP.






	 	e)	 	Deferred Annual Bonus Match Award. A deferred bonus that is awarded to
designated LTIP participants based on a percentage of the LTIP Participant’s earned
annual bonus as determined in accordance with Section 8(a.)






	 	f)	 	Disability. Permanent and total disability as defined in Section
22(e)(3) of the Code.






	 	g)	 	Fair Market Value. With respect to Common Stock:






	 	(i)	 	if the Common Stock is listed on a national securities exchange or traded in the
over-the counter market and sales prices are regularly reported for the Common Stock,
the closing or last price of the Common Stock on the Composite Tape or other comparable
reporting system on the date of grant or determination;






	 	(ii)	 	if the Common Stock is not traded on a national securities exchange but is traded
on the over-the- counter market, if sales prices are not regularly reported for the
Common Stock for the trading day referred to in Section 2(g)(i), and if bid and asked
prices for the Common Stock are regularly reported, the mean between the bid and the
asked price for the Common Stock at the close of trading in the over-the-counter market
for the trading day on which Common Stock was traded on the date of grant or
determination; and






	 	(iii)	 	if the Common Stock is neither listed on a national securities exchange nor traded
in the over-the- counter market, such value as the Committee, in good faith, shall
determine.






	 	g)	 	LTIP Award. Any Performance Award, Restricted Stock, Choice Award or
Deferred Annual Bonus Match awarded to an LTIP Participant in accordance with Section
5, 6, 7 or 8.






	 	h)	 	LTIP Participant. A director, employee or consultant of the Company or
any affiliate of the Company as designated in Section 4 for participation in one or
more programs under the LTIP; provided, however, that with respect to any awards under
the 2006 Plan, only those persons eligible for those awards under those respective
plans may receive such awards under the LTIP.






	 	i)	 	Stock Option. A non-statutory stock option granted pursuant to an LTIP
Participant’s election of such option in accordance with Section 7.






	 	j)	 	Performance Award. An award determined in accordance with Section 5(a)
and payable to designated LTIP Participants on the basis of the achievement of
Performance Goals for a Performance Period.




 


 









 











	 	k)	 	Performance Goal. One or more goals, which may include financial and
non-financial measures, established by the Committee for a Performance Period.






	 	l)	 	Performance Period. One or more periods of time, which may be varying
and overlapping durations, as the Committee may select, over which the attainment of
one or more Performance Goals will be measured for purposes of determining an LTIP
Participant’s right to and the payment of any Performance Awards.






	 	m)	 	Restricted Stock Award. An award determined in accordance with Section
6.






	 	n)	 	Stock Settled Appreciation Right. A Stock Settled Appreciation Right
(“SSAR”), granted pursuant to an LTIP Participant’s election of such choice in
accordance with Section 7, is an award in the form of a right to receive Common Stock,
upon exercise of the SSAR, in an amount equal to the appreciation in the value of the
underlying Common Stock over a base price established in the SSAR. The SSAR holder,
upon exercise, shall be entitled to receive an amount of Common Stock equal to the
quotient of (i) the product of (x) the amount by which the Fair Market Value of the
Common Stock on the date of exercise exceeds the measurement price established pursuant
to the applicable SSAR agreement, provided that such measurement price shall not be
less than 100% of the Fair Market Value of the Common Stock on the date of grant,
multiplied by (y) the number of shares of Common Stock subject to the SSAR being
exercised, divided by (ii) the Fair Market Value of the Common Stock on the date of
exercise. Each SSAR will be exercisable at such times and subject to such terms and
conditions as the Committee may specify in the applicable SSAR agreement; provided,
however, that no SSAR will be granted for a term in excess of 10 years.





Section 3. Administration of LTIP




The LTIP shall be administered by the Committee, and all interpretations and decisions with respect
to the application of LTIP shall be at the sole discretion of the Committee. The Committee shall
have the authority to determine the terms and conditions, including but not limited to any
restrictions and vesting conditions related to LTIP Awards or any required acknowledgments or
agreements for any awards, not inconsistent with the terms of the LTIP and 2006 Plan, and to
approve the form of written instruments and the terms and conditions evidencing LTIP Awards. The
Committee may at any time adopt, alter and repeal such administrative rules, guidelines and
practices governing the operation of the LTIP as it shall from time to time decide. To the extent
permitted by applicable law and the 2006 Plan, the Committee, in its sole discretion, may delegate
to the Chief Executive Officer and/or other

designated officers of the Company all or part of the Committee’s authority and duties with respect
to the granting of LTIP Awards.



All decisions and interpretations of the Committee shall be binding on all persons, including the
Company and LTIP Participants.



Section 4. Eligibility and Participation in LTIP.



Except as provided by law or in the 2006 Plan, the Chief Executive Officer and/or other officers of
the Company appointed by the Committee from time to time shall designate eligible individuals for
participation in the LTIP, and the LTIP Award(s) for which such individuals shall be eligible, in
his or their sole discretion, subject to the approval of the Committee; provided, however, that the
LTIP participation of the Chief Executive Officer shall be determined by the Committee.


 


 









 





Section 5. Performance Award.



An LTIP Participant shall be eligible for Performance Awards, if so selected by the Committee or
its delegatee, in accordance with the following guidelines (which may be adjusted by the Committee
from time to time in its sole discretion with respect to one or more LTIP Participants and which
may not be uniform among LTIP Participants for each award):




	 	a)	 	Target Award. For each Performance Period, a designated LTIP
Participant as determined as of the first day of the Performance Period and to whom the
Committee determines, in its sole discretion, to grant a Performance Award under this
Section 5(a) shall be granted a target Performance Award equal to a percentage of his
or her annualized base salary in effect as of the first day of the first fiscal year in
the Performance Period, or date of hire, if later, or such other date if so determined
by the Committee. To the extent required by the 2006 Plan, Performance Awards shall be
subject to the terms and conditions of the 2006 Plan.






Notwithstanding the foregoing, an individual who first becomes an LTIP Participant under
Section 4 after the beginning of a Performance Period and to whom the Committee
determines, in its sole discretion, to grant an LTIP Award under this Section 5(a) shall
be awarded a pro rata target Performance Award determined by the Committee on the basis
of his or her annualized base salary in effect upon being designated to receive a
Performance Award and the length of time since designation remaining in the Performance
Period.




	 	b)	 	Performance Goals. With respect to each Performance Award granted to
designated LTIP Participants, the Committee shall select, within the first 90 days or,
if less, the first 25% of a Performance Period (or within the first year in the case of
the first Performance Period selected hereunder by the Committee), the Performance
Goals for such Performance Award, and the achievement targets with respect to each
Performance Goal, and may select a threshold level of performance below which no amount
will become payable with respect to such Performance Award, and a maximum Performance
Award. Notwithstanding the foregoing sentence, consistent with the discretion afforded
to the Committee in connection with Performance Awards and in recognition of the
difficulty in establishing multi-year performance metrics that promote the purpose of
the LTIP relative to the determination of Performance Awards, the Committee may grant
Performance Awards of up to the LTIP Participants’ targeted award payout in the event
the minimum threshold level of performance established by the Committee is not achieved
but, in Committee’s judgment, the Company’s performance during the Performance Period
is comparable or exceeds that of its peers, as selected by the Committee. Each
Performance Award will specify the target amount payable, or the formula for
determining the amount payable, upon achievement of the various applicable Performance
Goals. The Performance Goals established by the Committee may be (but need not be)
different for each Performance Period. As soon as practicable following the end of the
Performance Period, the Committee shall determine the extent to which the Performance
Goals have been achieved, and the percentage of the target Performance Award payable
based on the level at which Performance Goals have been achieved.






	 	c)	 	Form of Payment. Performance Awards shall be payable partly in cash
and, provided that sufficient shares of Common Stock are available under the 2006 Plan,
with the remainder payable in whole shares of Common Stock (with any fractional share
paid in cash) based on their Fair Market Value on the day the Committee has determined
that the Performance Goals have been achieved for the Performance Period, or any
combination thereof as determined by the Committee. Shares of Common Stock so issued
shall be issued for no consideration or such minimum consideration as may be required
by applicable law. To the extent that sufficient shares of Common Stock are not
available, the portion of the Performance Award otherwise payable in Common Stock shall
be paid in cash.






	 	d)	 	Payment of Performance Awards. Payment shall be made in a lump sum as
soon as practicable following the Committee’s determination regarding achievement of
the Performance Goals, but in no event later than two and one half months following the
close of the Performance Period. Except as provided in Section 10, an LTIP Participant
must be employed on the day of payout in order to receive payment of a Performance
Award for such Performance Period.






	 	e)	 	Unfunded Liability. The Performance Award shall be unfunded and shall
not create (or be construed to create) a trust or separate fund. Likewise, the
Performance Award shall not establish any fiduciary relationship between the Company
and the LTIP Participant. To the extent that any LTIP Participant holds any rights by
virtue of a LTIP Award, such rights shall be no greater than the rights of an unsecured
general creditor of the Company.




 


 









 










Section 6. Restricted Stock Award.



Subject to the provisions of the 2006 Plan, an LTIP Participant shall be eligible for one or more
grants of Restricted Stock, if so selected by the Committee or its delegatee, on such date(s) as
shall be determined by the Committee in accordance with the following guidelines (which may be
adjusted by the Committee from time to time in its sole discretion with respect to one or more LTIP
Participants and which may not be uniform among LTIP Participants for each award):




	 	a)	 	Target Award. LTIP Participants, as designated in accordance with
Section 4, shall be granted a target Restricted Stock Award equal to a number of shares
of Restricted Stock as determined by the Committee.






Shares of Restricted Stocks shall be issued for no consideration or such minimum
consideration as may be required by applicable law.




	 	b)	 	Restrictions. A Restricted Stock Award entitles the recipient to
receive shares of Common Stock subject to such restrictions and conditions as the
Committee may determine at the time of grant. Conditions may be based on continuing
employment (or other service relationship) and/or achievement of pre-established
performance conditions, or such other conditions as the Committee may determine. The
grant of Restricted Stock is contingent on the grantee executing a Restricted Stock
Award agreement and such other acknowledgments or agreements as determined by the
Committee in its sole discretion. The terms and conditions of each Restricted Stock
Award agreement and such other acknowledgments and agreements shall be determined by
the Committee and such terms and conditions may differ among individual awards and
grantees.






Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered
or disposed of except as specifically provided herein or in the Restricted Stock Award
agreement and consistent with applicable Company policies.




Notwithstanding anything to the contrary herein, all of the terms of and conditions of
any Restricted Stock Award granted hereunder shall be subject to the terms and
conditions of the 2006 Plan.




	 	c)	 	Vesting of Restricted Stock. The Committee at the time of grant shall
specify the date or dates and/or the attainment of any pre-established performance
goals, objectives and other conditions on which the non-transferability of the
Restricted Stock or forfeiture shall lapse. Subsequent to such date or dates the shares
on which all restrictions have lapsed shall no longer be Restricted Stock and shall be
deemed “vested.” Except as may otherwise be provided by the Committee either in the
Restricted Stock Award agreement or in a subsequent writing after the Restricted Stock
Award agreement is issued, subject to Section 10 below, a grantee’s rights in any
 shares of Restricted Stock that have not vested shall automatically terminate upon the
grantee’s termination of employment with the Company or its affiliates.





Section 7. Choice Award.



Subject to the provisions of the 2006 Plan, an LTIP Participant shall be eligible for Choice
Awards, if so selected by the Committee or its delegatee, in accordance with the following
guidelines (which may be adjusted by the Committee from time to time in its sole discretion with
respect to one or more LTIP Participants and which may not be uniform among LTIP Participants for
each award):




	 	a)	 	Target Award. LTIP Participants as designated in accordance with
Section 4, shall be eligible for a Choice Award under this Section 7 equal to a
percentage of his or her annualized base salary in effect as of the date the Choice
Award is determined.






	 	b)	 	Participant Choice. The LTIP Participant may elect to receive the Award
under Section 7(a) in the form of Restricted Stock and/or in the form of a SSAR (or, if
determined by the Committee, Stock Options) in such proportions and on such terms and
conditions as determined by the Committee in its sole discretion.




 


 









 











If the LTIP Participant elects to receive some or all of the Award under this Section
7(b) in the form of Restricted Stock, the Restricted Stock shall be subject to the terms
and conditions set forth in a Restricted Stock Award agreement approved by the
Committee.




If the LTIP Participant elects to receive some or all of the Award under this Section
7(b) in the form of a SSAR (or, if determined by the Committee, Stock Options), such
SSAR (or Stock Options) shall be subject to the terms and conditions set forth in a SSAR
(or Stock Option) Agreement approved by the Committee.



Any SSAR (or Stock Option) or Restricted Stock Award granted under the 2006 Plan shall be further
subject to the terms and conditions of the 2006 Plan.



Section 8. Deferred Annual Bonus Match Award.



An LTIP Participant shall be eligible for Deferred Annual Bonus Match Awards, if so selected by the
Committee or its delegatee, in accordance with the following guidelines (which may be adjusted by
the Committee from time to time in its sole discretion with respect to one or more LTIP
Participants and which may not be uniform among LTIP Participants for each award):




	 	a)	 	Deferred Award Amount. LTIP Participants, as designated in accordance
with Section 4, shall be granted a Deferred Annual Bonus Match Award under this Section
8 equal to a predetermined percentage, as determined by the Committee, of his or her
annual bonus that is earned and paid by the Company or an affiliate of the Company for
a fiscal year. The payment of any Deferred Annual Bonus Match is subject to the LTIP
Participant’s continued employment, and such other terms and conditions and the
Committee shall establish, through the payment date of any deferred award amounts. The
Committee may, in its sole discretion, increase or decrease, at any time, the
pre-determined percentage match for the Deferred Bonus for any LTIP Participant based
on such LTIP Participant’s individual performance.






Except as otherwise determined by the Committee, an individual who first becomes
eligible for a Deferred Annual Bonus Match as designated in Section 4 during a fiscal
year shall become eligible for such award in the first year that an annual bonus is
earned by the designated LTIP Participant subject to continued employment through the
payment date of any deferred amounts.




	 	b)	 	Deferral Period. The Deferred Annual Bonus Match Award shall be
deferred until a date determined by the Committee for such award (the “Deferral Date”)
and shall become payable within two and one half months of the Deferral Date subject to
continued employment through the date of payment. Except as provided in Section 10, if
the LTIP Participant terminates employment with the Company and all affiliates of the
Company for any reason prior to the payment date such Deferred Annual Bonus Match shall
be forfeited.






Payment of a Deferred Annual Bonus Match shall be made in a lump sum in cash as soon as
practicable following the Deferral Date, but in no event later than two and one half
months following such date subject to continued employment through the payment date.




	 	c)	 	Unfunded Liability. The Deferred Annual Bonus Match Award shall be
unfunded and shall not create (or be construed to create) a trust or separate fund.
Likewise, the Deferred Annual Bonus Match Award shall not establish any fiduciary
relationship between the Company and the LTIP Participant. To the extent that any LTIP
Participant holds any rights by virtue of a LTIP Award, such rights shall be no greater
than the rights of an unsecured general creditor of the Company.




 


 









 










Section 9. Performance Goals and/or Suspension Pending Investigation.



Notwithstanding anything herein to the contrary, the Committee may, in its sole discretion,
establish minimum Performance Goals that must be satisfied in order to be eligible to receive an
LTIP Award, or defer the realization or payment of any outstanding LTIP Awards pending any
investigation(s) pertaining to the performance or termination for “Cause” of an LTIP Participant.



Section 10. Effect of Termination of Service, Change in Control


Notwithstanding anything herein to the contrary, subject to the terms and conditions of the 2006
Plan and except as otherwise specified by the Committee in writing delivered to a LTIP Participant,
in the event of an LTIP Participant’s termination of employment or a Change in Control:




	 	a)	 	General. The Committee shall determine the effect on a LTIP Award of
the Disability, death or other termination of employment of an LTIP Participant and the
extent to which, and the period during which, the LTIP Participant’s legal
representative, guardian or Designated Beneficiary may receive payment of an LTIP Award
or exercise rights thereunder.






	 	b)	 	Change in Control. In order to preserve an LTIP Participant’s rights
under a LTIP Award in the event of an anticipated Change in Control of the Company, the
Committee in its sole discretion may, at the time any LTIP Award is made or at any time
thereafter, take one or more of the following actions, with respect to any group of
LTIP Participants: (i) provide for the acceleration of vesting or payment for any time
period relating to the realization of any such LTIP Award, (ii) provide for the
purchase of any such LTIP Award upon the Participant’s request for an amount of cash or
other property that could have been received upon the exercise or realization of the
LTIP Award had the LTIP Award been currently exercisable, vested or payable, (iii)
adjust the terms of any such LTIP Award in a manner determined by the Committee to
reflect the Change in Control, (iv) cause any such LTIP Award to be assumed, or new
rights substituted therefore, by another entity, or (v) make such other provisions as
the Committee may consider equitable and in the best interests of the Company.






	 	c)	 	Termination for “Cause.” In the event the Committee, or any officer
designated by the Committee, shall determine in its (or his or her) sole discretion
that an LTIP Participant, or any other individual otherwise eligible for participation
in the LTIP, shall have engaged in conduct constituting Cause, then, in such event, (A)
that individual will (i) immediately forfeit his or her eligibility or any rights (if
any) to receive any outstanding LTIP Awards and (ii) lose any eligibility for
consideration for future LTIP Awards and LTIP Participation, (B) any and all SSARs (or
Stock Options) previously granted to such individual shall be cancelled and any and all
Restricted Stock awarded to such individual shall be forfeited, and (C) the Company
shall be entitled to recover from such individual any and all LTIP Awards and any
payments, Common Stock or other consideration delivered pursuant to an LTIP Award or a
SSAR (or Stock Option) under any such Award.





Section 11. Automatic Withholding




Unless otherwise determined by the Committee, concurrent with the vesting of, or lapsing of
restrictions on, any Restricted Stock awarded hereunder, the Company shall withhold a percentage of
shares of such Restricted Stock equal in Fair Market Value to the minimum statutory tax withholding
requirements as required by applicable tax regulations. Unless otherwise determined by the
Committee, upon exercise of a SSAR (or Stock Option), the Company shall withhold a sufficient
number of shares of Common Stock to satisfy any minimum statutory tax withholding requirements as
required by applicable tax regulations. Unless otherwise determined by the Committee, all other
LTIP Awards hereunder shall also be subject to any such applicable withholding.



Section 12. Amendment and Termination.



The Committee may amend, suspend or terminate the LTIP or any portion thereof at any time, subject
to stockholder approval to the extent required under applicable tax or other laws or listing
standards, provided that the restrictions on amendment and termination in the 2006 Plan shall apply
to the extent applicable.


 


 









 





Section 13. Nontransferability.



Except as otherwise provided under or in accordance with the 2006 Plan LTIP Awards may not be sold,
transferred, pledged, assigned or otherwise alienated or hypothecated, and shall not be subject to
execution, attachment or similar process. Any such attempted transfer, pledge, assignment or other
alienation or hypothecation, or the levy of any such execution, attachment or similar process,
shall be null and void.



Section 14. Employment or Other Relationship.



Nothing in the LTIP shall prevent, interfere with or limit in any way the right of the Company or
an affiliate of the Company to terminate any LTIP Participant’s employment, consultancy or
director, officer or advisor status at any time, nor confer upon any LTIP Participant any right to
continue in the employment or other service of the Company or any affiliate of the Company.



Section 15. Governing Law.



The LTIP shall be construed in accordance with and governed by the laws of the State of Delaware.



Section 16. Severability.



If any provision of this LTIP is held invalid or unenforceable by any court of competent
jurisdiction, the other provisions of this LTIP will remain in full force and effect. Any provision
of this LTIP held invalid or unenforceable only in part or degree will remain in full force and
effect to the extent not held invalid or unenforceable.