EMPLOYEE STOCK PURCHASE PLAN FOR PANERA BREAD COMPANY

Exhibit 10.1

EMPLOYEE STOCK PURCHASE PLAN

FOR

PANERA BREAD COMPANY
(as amended August 10, 2007)

TABLE OF CONTENTS

ARTICLE 1.		PURPOSE OF THE PLAN			1
ARTICLE 2.		DEFINITIONS			2
2.1		Beneficiary			2
2.2		Board			2
2.3		Code			2
2.4		Committee			2
2.5		Common Stock			2
2.6		Company			2
2.7		Designated Subsidiary			2
2.8		Eligible Employee			2
2.9		Fair Market Value of Common Stock as of the Applicable Grant Date			2
2.10		Grant Date			2
2.11		Option			2
2.12		Option Price			3
2.13		Participant			3
2.14		Plan			3
2.15		Quarterly Grant Date			3
ARTICLE 3.		ADMINISTRATION			4
ARTICLE 4.		MAXIMUM LIMITATIONS			5
ARTICLE 5.		BASIS OF PARTICIPATION AND GRANTING OPTIONS			6
5.1		Initial Eligibility			6
5.2		Restrictions on Participation			6
5.3		Commencement of Participation			6
5.4		Maximum Options Available to Participant			6
5.5		Reduction if Oversubscribed			7
5.6		Compensation			7
ARTICLE 6.		WITHDRAWAL			8
6.1		In General			8
6.2		Effect on Subsequent Participation			8
6.3		Termination of Employment			8
ARTICLE 7.		TRANSFERABILITY			9
7.1		Option Not Subject to Assignment			9
7.2		Designation of Beneficiary			9
ARTICLE 8.		ADJUSTMENT PROVISIONS			10
ARTICLE 9.		DISSOLUTION, MERGER AND CONSOLIDATION			11
ARTICLE 10.		CONDITIONS SUBSEQUENT TO EFFECTIVE DATE			12
ARTICLE 11.		LIMITATION ON OPTIONS			13
11.1		Plan Construction			13
11.2		Nondiscrimination			13
ARTICLE 12.		MISCELLANEOUS			14
12.1		Legal and Other Requirements			14
12.2		Termination and Amendment of the Plan			14
12.3		Application of Funds			14

Employee Stock Purchase Plan for Panera Bread Company, as amended August 10, 2007		Page i

12.4		Withholding Taxes			14
12.5		Right to Terminate Employment			14
12.6		Rights as a Stockholder			14
12.7		Leaves of Absence and Disability			14
12.8		Notices			15
12.9		Applicable Law			15
12.10		Elimination of Fractional Shares			15

Employee Stock Purchase Plan for Panera Bread Company, as amended August 10, 2007		Page ii

EMPLOYEE STOCK PURCHASE PLAN

     WHEREAS, in 1992, pursuant to a vote of its stockholders, Panera Bread Company (the “Company”) established an Employee Stock Purchase Plan (the “Plan”) providing for the grant of options to purchase common stock of the Company to employees who are employed by the Company or its subsidiaries on a regular full-time basis; and

     WHEREAS, in 1997, the Plan was amended pursuant to a vote of the stockholders of the Company; and

     WHEREAS, in May 2007, the Plan was further amended pursuant to a vote of the stockholders of the Company; and

     WHEREAS, in August 2007, the Plan was further amended pursuant to the authority of the Committee.

     NOW, THEREFORE, the Plan, as previously established and amended, and as approved by the stockholders or the Committee, as appropriate, is hereby further amended as follows:

Employee Stock Purchase Plan for Panera Bread Company, as amended August 10, 2007		Page iii

ARTICLE 1. PURPOSE OF THE PLAN

     The purpose of this Employee Stock Purchase Plan is to give eligible employees of Panera Bread Company, a Delaware corporation, and its Designated Subsidiaries, an opportunity to acquire shares of its Common Stock, and to continue to promote its best interests and enhance its long-term performance.

Employee Stock Purchase Plan for Panera Bread Company, as amended August 10, 2007		Page 1

ARTICLE 2. DEFINITIONS

     Wherever used herein, the following words and phrases shall have the meanings stated below unless a different meaning is plainly required by the context:

      2.1 Beneficiary. Beneficiary means the person or persons designated by an Eligible Employee pursuant to Section 7.2.

      2.2 Board. Board means the Board of Directors of the Company.

      2.3 Code. Code means the Internal Revenue Code of 1986, as amended.

      2.4 Committee. Committee means the Compensation and Stock Option Committee of the Board.

      2.5 Common Stock. Common Stock means shares of the Class A Common Stock of the Company.

      2.6 Company. Company means Panera Bread Company, a Delaware corporation.

      2.7 Designated Subsidiary. Designated Subsidiary means any subsidiary of the Company (as defined in Section 424(f) of the Code) designated by the Board or Committee from time to time.

      2.8 Eligible Employee. Eligible Employee means an employee who has met the requirements set forth in Section 5.1.

      2.9 Fair Market Value of Common Stock as of the Applicable Grant Date. Fair Market Value of Common Stock as of the applicable Grant Date shall mean:

          (a) The closing price of the Common Stock on the last day of the calendar quarter or the nearest prior business day on which trading occurred on the exchange or market system on which the Common Stock is listed.

          (b) If the Common Stock is not traded on either of the aforesaid dates, then such value as the Committee, in good faith, shall determine.

Notwithstanding any provision of the Plan to the contrary, no determination made with respect to the Fair Market Value of Common Stock subject to an Option shall be inconsistent with Section 423 of the Code or regulations thereunder.

      2.10 Grant Date. Grant Date means any Quarterly Grant Date.

      2.11 Option. Option means an option granted hereunder which will entitle a Participant to purchase shares of Common Stock.

Employee Stock Purchase Plan for Panera Bread Company, as amended August 10, 2007		Page 2

      2.12 Option Price. Option Price means 85 percent of the Fair Market Value per share of Common Stock as of the applicable Grant Date or such other greater percentage of the Fair Market Value per share of Common Stock as is set by the Board.

      2.13 Participant. Participant means an Eligible Employee who has commenced participation in the Plan pursuant to Section 5.3 hereof.

      2.14 Plan. Plan means the Panera Bread Company Employee Stock Purchase Plan as set forth herein.

      2.15 Quarterly Grant Date. Quarterly Grant Date means the last business day of each calendar quarter.

Employee Stock Purchase Plan for Panera Bread Company, as amended August 10, 2007		Page 3

ARTICLE 3. ADMINISTRATION

     The Plan shall be administered by the Committee. Subject to the express provisions of the Plan, the Committee shall have discretion to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it, determine the terms and provisions of the Options granted hereunder and make all other determinations necessary or advisable for administration of the Plan. The determination of the Committee on all matters regarding the Plan shall be conclusive. A member of the Committee shall only be liable for any action taken or determination made in bad faith.

Employee Stock Purchase Plan for Panera Bread Company, as amended August 10, 2007		Page 4

ARTICLE 4. MAXIMUM LIMITATIONS

     The total number of shares of Common Stock available for grant as Options under the Plan shall not exceed 825,000, and the aggregate number of shares of Common Stock available for grant as Options pursuant to Section 5.1 shall not exceed 20,000 as of any Quarterly Grant Date, subject to adjustment pursuant to Article 8 hereof. Shares of Common Stock granted pursuant to the Plan may be either authorized but unissued shares or shares now or hereafter held in the treasury of the Company. In the event that any Option granted pursuant to Article 5 expires or is terminated, surrendered or cancelled without being exercised, in whole or in part, for any reason, the number of shares of Common Stock theretofore subject to such Option shall again be available for grant as an Option pursuant to Article 5 and shall not reduce the total number of shares of Common Stock available for grant as such Options as set forth in the first sentence of this Article 4.

Employee Stock Purchase Plan for Panera Bread Company, as amended August 10, 2007		Page 5

ARTICLE 5. BASIS OF PARTICIPATION AND GRANTING OPTIONS

      5.1 Initial Eligibility. Any employee of the Company or a Designated Subsidiary who has completed three (3) months of employment and is employed by the Company or a Designated Subsidiary on the date his participation in the Plan is to become effective shall be eligible to participate as of the first day of the calendar quarter immediately following completion of such three (3) month period, provided any Employee who is employed after the first day of the month shall be deemed to have been employed for the entire month in which his employment commences. Provided further no employee shall be an Eligible Employee if such employee works on average less than 20 hours per week during such three (3) month period.

      5.2 Restrictions on Participation. Notwithstanding any provisions in the Plan to the contrary, no Employee shall be granted an Option to participate in the Plan;

          (a) If immediately after the grant such Employee would own stock, and/or hold outstanding options to purchase stock, possessing 5% or more of the total combined voting power or value of all classes of stock of the Company (for purposes of this paragraph, the rules of Section 424(d) of the Code shall apply in determining stock ownership of any employee); or

          (b) Which permits his right to purchase stock under all employee stock purchase plans of the Company to accrue at a rate which exceeds $25,000 in fair market value of the stock (determined at the time such option is granted) for each calendar year in which such option is outstanding.

      5.3 Commencement of Participation. An Eligible Employee may become a Participant by completing an authorization for payroll deduction in any whole percentage equal to no less than 1% and no more than 10% of his compensation as defined in Section 5.6 of this Plan on the form provided by or on behalf of the Company and filing it with the Director, Human Resources