Exhibit 10.2





Exhibit 10.2




PANERA BREAD COMPANY




2005 Long-Term Incentive Program




Form of

Stock Settled Appreciation Right Agreement

(Granted under 2006 Stock Incentive Plan)




THIS AGREEMENT is entered into by and between Panera Bread Company, a Delaware corporation
having a principal place of business in Richmond Heights, Missouri (the “Company”), and the
undersigned [employee] of the Company (the “Participant”).



WHEREAS, pursuant to the 2005 Long-Term Incentive Program (the “LTIP”), the Company desires to
grant to the Participant a stock settled appreciation right with respect to shares of its Class A
Common Stock, $.0001 par value per share (“Common Stock”), subject to certain restrictions set
forth in this Agreement, under and for the purposes set forth in the Company’s 2006 Stock Incentive
Plan (the “Plan”) and the LTIP; and



WHEREAS, the Company and the Participant understand and agree that any terms used and not
defined herein have the same meanings as in the Plan or the LTIP, as applicable; and



NOW, THEREFORE, in consideration of mutual covenants hereinafter set forth and for other good
and valuable consideration, the parties hereto hereby agree as follows:



1. Grant of SSAR.



This Agreement evidences the grant by the Company, on                     , 20_____ 
(the “Grant Date”) to
the Participant, of a stock settled appreciation right (the “SSAR”) exercisable, in whole or in
part, with respect to a total of                      shares (the “Shares”) of Common Stock at a price of
$  per share (the “Measurement Price”) pursuant to the LTIP and the Plan. Unless earlier
terminated, this SSAR shall expire on                     , 20_____ 
(the “Final Exercise Date”).



2. Vesting.



Subject to Sections 3 and 4 of this Agreement, the Plan and the LTIP, this SSAR shall vest as
to 25% of the original number of Shares on the second anniversary of the Grant Date and as to an
additional 25% of the original number of Shares on each successive anniversary following the second
anniversary of the Grant Date until the fifth anniversary of the Grant Date.



The right of exercise shall be cumulative so that to the extent this SSAR is not exercised to
the maximum extent permissible in any period, this SSAR shall continue to be exercisable, in whole
or in part, with respect to all Shares for which it is vested until the earlier of (a) the Final
Exercise Date and (b) the termination of this SSAR under Section 3 hereof, the LTIP or the Plan.



3. Exercise of SSAR.



(a) Form of Exercise. Each election to exercise this SSAR shall be in writing
(substantially in the form attached hereto as Exhibit A), signed by the
Participant, and received by the Company at its principal office, accompanied by this Agreement, or
in such other form or manner approved by the Company. The Participant may exercise this SSAR with
respect to fewer than the number of shares covered hereby, provided that no partial exercise of
this SSAR may be for any fractional share.


 


 









 





(b) Receipt of Stock Upon Exercise. Upon exercise of this SSAR, the Participant shall
receive from the Company a number of shares of Common Stock with a Fair Market Value (as defined in
the LTIP) equal to (i) the excess between (x) the Fair Market Value of one share of Common Stock as
of the date of exercise and (y) the Measurement Price per share of this SSAR, multiplied by (ii)
the number of shares with respect to which this SSAR is being exercised. The Company shall deliver
such shares (net of any shares of Common Stock withheld to satisfy any withholding tax requirements
not otherwise satisfied by the Participant in cash at the time of exercise) as soon as practicable
following the exercise.



(c) Continuous Relationship with the Company Required. Except as otherwise provided
in this Section 3, this SSAR may not be exercised unless the Participant, at the time this SSAR is
exercised, is, and has been at all times since the Grant Date, an employee, officer or director of,
or consultant or advisor to, the Company or any other entity the employees, officers, directors,
consultants or advisors of which are eligible to receive grants under the Plan (an “Eligible
Participant”).



(d) Termination of Relationship with the Company. If the Participant ceases to be an
Eligible Participant for any reason, then, except as provided in paragraph (e) or (f) below, the
right to exercise this SSAR shall terminate three months after such cessation (but in no event
after the Final Exercise Date), provided that this SSAR shall be exercisable only to the extent
that the Participant was entitled to exercise this SSAR on the date of such cessation.
Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date, violates the
non-competition or confidentiality provisions of any employment contract, confidentiality and
nondisclosure agreement or other agreement between the Participant and the Company, the right to
exercise this SSAR shall terminate immediately upon written notice to the Participant from the
Company describing such violation.



(e) Exercise Period Upon Death or Disability. In the event of the death or the
Disability of the Participant prior to the Final Exercise Date while he or she is an Eligible
Participant and the Company has not terminated such relationship for “cause” as specified in
paragraph (f) below, this SSAR shall be exercisable, within the period of one year following the
date of death or Disability of the Participant, by the Participant (or in the case of death by an
authorized transferee) or if earlier, within the term originally prescribed by this Agreement;
provided that this SSAR shall be exercisable only to the extent exercisable but not exercised as of
the date of death or Disability. In the event of death or Disability of the Participant while an
Eligible Participant, a pro rata portion of any additional portion of this SSAR as would have
vested had the Participant not died or sustained a Disability prior to the end of the vesting
accrual period which next ends following the date of death or Disability shall become vested. The
proration shall be based upon the number of days during the accrual period prior to the
Participant’s death or Disability. Notwithstanding the foregoing, in no event shall this SSAR be
exercisable after the Final Exercise Date.



(f) Termination for Cause. If, prior to the Final Exercise Date, the Participant’s
employment or other relationship with the Company is terminated by the Company for Cause (as
defined in the LTIP), the right of the Participant to exercise this SSAR shall terminate
immediately upon the effective date of such termination of employment or other relationship. The
Participant shall be considered to have been discharged for “Cause” if the Company determines,
within 30 days after the Participant’s resignation, that discharge for cause was warranted.



(g) Compliance Restrictions. The Company shall not be obligated to issue to the
Participant the Shares upon the vesting of this SSAR (or otherwise) unless the issuance and
delivery of such Shares shall comply with all relevant provisions of law and other legal
requirements including any applicable federal or state securities laws and the requirements of any
stock exchange or quotation system upon which Common Stock may then be listed or quoted.


 


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4. Restrictions on Transfer.



This SSAR may not be sold, assigned, transferred, pledged or otherwise encumbered by the
Participant, either voluntarily or by operation of law, except by will or the laws of descent and
distribution, and, during the lifetime of the Participant, this SSAR shall be exercisable only by
the Participant.



5. No Rights as Stockholder.



Except as set forth in the Plan, neither the Participant nor any person claiming under or
through the Participant shall be, or shall have any rights or privileges of, a stockholder of the
Company in respect of any Share issuable pursuant to this SSAR granted hereunder until such Share
has been delivered to the Participant.



6. Withholding Taxes.



No Shares will be issued pursuant to the exercise of this SSAR unless and until the
Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any
federal, state or local withholding taxes required by law to be withheld in respect of this SSAR.



7. Provisions of the Plan.



This SSAR is subject to the provisions of the LTIP and the Plan, copies of which is being
furnished to the Participant with this Agreement.



8. Miscellaneous.



(a) Severability. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision of this Agreement,
and each other provision of this Agreement shall be severable and enforceable to the extent
permitted by law.



(b) Waiver. Any provision for the benefit of the Company contained in this Agreement
may be waived, either generally or in any particular instance, by the Board of Directors of the
Company.



(c) Binding Effect. This Agreement shall be binding upon and inure to the benefit of
the Company and the Participant and their respective heirs, executors, administrators, legal
representatives, successors and assigns, subject to the restrictions on transfer set forth in
Section 4 of this Agreement.



(d) Notice. All notices required or permitted hereunder shall be in writing and
deemed effectively given upon personal delivery or five days after delivery to a United States Post
Office, by registered or certified mail, postage prepaid, addressed to the other party hereto at
the address shown beneath his or its respective signature to this Agreement, or at such other
address or addresses as either party shall designate to the other in accordance with this paragraph
(d).



(e) Entire Agreement. This Agreement and the Plan constitute the entire agreement
between the parties, and supersede all prior agreements and understandings, relating to this SSAR.



 


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(f) Participant’s Acknowledgments. The Participant acknowledges that he or she: (i)
has read this Agreement; (ii) has been represented in the preparation, negotiation, and execution
of this Agreement by legal counsel of the Participant’s own choice or has voluntarily declined to
seek such counsel; (iii) understands the terms and consequences of this Agreement; (iv) is fully
aware of the legal and binding effect of this Agreement; and (v) understands that the law firm of
Wilmer Cutler Pickering Hale and Dorr
LLP, is acting as counsel to the Company in connection with the transactions contemplated by
the agreement, and is not acting as counsel for the Participant.



(g) Unfunded Rights. The right of the Participant to receive Common Stock pursuant to
this Agreement is an unfunded and unsecured obligation of the Company. The Participant shall have
no rights under this Agreement other than those of an unsecured general creditor of the Company.



(h) Deferral. Neither the Company nor the Participant may defer delivery of any
Shares with respect to this SSAR.



[Remainder of Page Intentionally Left Blank]




 


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IN WITNESS WHEREOF, the Company has caused this SSAR Agreement to be executed under its
corporate seal by its duly authorized officer. This SSAR Agreement shall take effect as a sealed
instrument.



	 	 	 	 	 	 	 
	 	 	PANERA BREAD COMPANY
	 
	 	 	 	 	 	 
	Dated:                         

	 	By:	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 






 


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PARTICIPANT’S ACCEPTANCE




The undersigned hereby accepts the foregoing option and agrees to the terms and conditions
thereof. The undersigned hereby acknowledges receipt of a copy of the Company’s 2006 Stock
Incentive Plan and 2005 Long-Term Incentive Plan.



	 	 	 	 	 	 	 
	 	 	PARTICIPANT:
	 
	 	 	 	 	 	 
	Dated:                     

	 	By:	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Address:	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 







 


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Exhibit A




NOTICE OF EXERCISE OF STOCK APPRECIATION RIGHT



Date:                                          




Panera Bread Company

6710 Clayton Road

Richmond Heights, Missouri 63117

Attn: Treasurer




Dear Sir or Madam:



I am the holder of a Stock Appreciation Right granted to me by Panera Bread Company (the
“Company”) under its 2006 Stock Incentive Plan and 2005 Long-Term Incentive Program on
                    , 20_____, with respect to a total of                      shares of Common Stock of the Company,
at a measurement price of $  per share.



I hereby exercise my Stock Appreciation Right with respect to                      shares of Common
Stock.



	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Address: