Exhibit 10.15

Einstein Noah Restaurant Group, Inc.

Nonqualified Deferred Compensation Plan

Effective June 1, 2007

Einstein Noah Restaurant Group, Inc.

Nonqualified Deferred Compensation Plan

ARTICLE I

INTRODUCTION

1.1 Establishment . Einstein Noah Restaurant Group, Inc. (formerly named New World Restaurant Group, Inc.), a Delaware corporation, hereby establishes the Einstein Noah Restaurant Group, Inc. Nonqualified Deferred Compensation Plan for the purpose of providing Participants with an opportunity to defer compensation that would otherwise be currently payable to Participants.  The Plan is intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended.

1.2 Purposes . The purposes of the Plan are to provide those Participants who are selected for participation in the Plan with added incentives to continue in the long-term service of the Company, to provide a financial incentive that will help the Company attract, retain and motivate the Employees, and to recognize the valuable services performed on its behalf by certain employees of the Company and Affiliated Companies.

ARTICLE II

DEFINITIONS

2.1 “Account” means a recordkeeping account under the Plan for a Participant established pursuant to Section 6.1.

2.2 “Affiliated Companies” means (i) any corporation or other entity that is affiliated with the Plan Sponsor through stock or other equity ownership or otherwise and (ii) which is designated by either the Committee or the Board as an entity whose Employees may be selected to participate in the Plan.

2.3 “ Base Salary ” means a Participant’s annualized base salary, without taking into account (a) commissions, bonus amounts of any kind, reimbursements of expenses, income realized upon exercise of stock options or sales of stock, or (b) deferrals of income under this Plan or any other employee benefit plan of the Company.

2.4 “Beneficiary” means the person or persons or other entity or entities that have been designated by the Participant to receive, after the Participant’s death, benefits under the Plan in accordance with the terms of the Plan.  If the Participant fails to designate a Beneficiary, or if the designated Beneficiary fails to survive the Participant, the benefits due hereunder shall be paid to the Participant’s estate.

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2.5 “Board” means the Board of Directors of the Plan Sponsor.

2.6 “ Bonus ” means the payout amount earned by a Participant under one of the Company’s annual bonus or incentive compensation plans.

2.7 “ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

2.8 “ Committee ” means a committee established under Article VII of the Plan.

2.9 “Company” means the Plan Sponsor and the Affiliated Companies.

2.10 “ Deferred Compensation Agreement ” means an agreement between a Participant and the Company under which the Participant irrevocably agrees to defer a portion of his or her Base Salary or Bonus.

2.11 “ Distribution Election ” means the Participant’s election in accordance with Article VI which specifies the form in which the Participant’s Separation from Service Account will be distributed to the Participant.

2.12 “Effective Date” means the effective date of the Plan which is June 1, 2007.

2.13 “ Employee ” means an individual on the United States payroll of the Company.

2.14 “Participant” means an Employee designated by the Committee to participate in the Plan.

2.15 “Plan” means the Einstein Noah Restaurant Group, Inc. Nonqualified Deferred Compensation Plan.

2.16 “Plan Sponsor” means Einstein Noah Restaurant Group, Inc. (formerly named, New World Restaurant Group, Inc.).

2.17 “Plan Year” means the 12 consecutive month period ending each December 31.

2.18 “Section” means a reference to a section of the Plan, unless another reference specifically applies.

2.19 “ Severe Financial Hardship ” means an unforeseeable emergency causing severe financial hardship to the Participant resulting from one or more of the following:

(a)                                   Accident or illness of the Participant, the Participant’s spouse or dependent (as defined in Code § 152);

(b)                                  Loss of the Participant’s property due to casualty; and

(c)                                   Similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

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The purchase of a home or payment of college tuition is not a Severe Financial Hardship.  The definition of Severe Financial Hardship and the amount available to the Participant as a result of a Severe Financial Hardship shall be interpreted in accordance with Code § 409A.

2.20 “ Specified Employee ” means an Employee who is “key employee” (as defined in Code § 416(i) without regard to Code § 416(i)(5)) at any time during the 12-month period ending on the December 31 of a Plan Year (the “Identification Date”), excluding any Employee who is a  nonresident alien during the entire 12-month period ending with the Identification Date.  For purposes of determining Employees who are Specified Employees, compensation shall be determined in accordance with the definition of Testing Compensation for purposes of Code § 415, as defined under the Einstein Noah Restaurant Group, Inc. Employee Savings Plan, without taking into account any dollar limitations. An Employee shall be treated as a Specified Employee only for the 12-month period beginning on the next April 1 following the Identification Date.

2.21 “Trust” means the Einstein Noah Restaurant Group, Inc. Nonqualified Deferred Compensation Trust Agreement.

ARTICLE III

PARTICIPATION

3.1 Eligibility .   Based on recommendations from management, the Committee, in its sole discretion, shall designate the Participants who may participate in the Plan for a Plan Year from among the Employees of the Company. The Employees who are eligible for designation for participation shall be those Employees who are members of a select group of management or highly compensated employees. Participation in the Plan will be on a Plan Year by Plan Year basis, and participation for any Plan Year will not, in and of itself, entitle a Participant to participate for any other Plan Year.

ARTICLE IV

CONTRIBUTIONS

4.1 Deferrals . An eligible Employee may elect to defer up to 80% of the Participant’s Base Salary and Bonus, subject to such additional guidelines and limitations adopted by the Committee, by entering into a Deferred Compensation Agreement in accordance with Section 4.2. The Base Salary and Bonus otherwise payable to a Participant during each Plan Year beginning after the date of the election shall be reduced by the amount elected to be deferred, and the Participant’s Accounts shall be increased by the amount deferred. Employees shall make separate elections with respect to deferrals of Base Salary and Bonus. Deferrals from Base Salary shall be withheld in substantially equal amounts from Base Salary payable for the Plan Year to which the Deferred Compensation Agreement relates. Deferrals from Bonus shall be withheld from the Bonus otherwise payable for the Plan Year to which the Deferred Compensation Agreement relates. Elections to defer Base Salary and Bonus are irrevocable, except as otherwise provided in this Plan.

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4.2 Deferred Compensation Agreement .

(a)                                   Newly Eligible Employees .  An eligible Employee who has not previously been eligible to participate in the Plan (or any other Company plan considered an “account balance plan” under Code § 409A) and who wishes to participate in the Plan must enter into a Deferred Compensation Agreement within 30 days after he or she became eligible to participate in the Plan. The Deferred Compensation Agreement shall be effective with respect to services performed subsequent to the execution of the Deferred Compensation Agreement, including services in subsequent Plan Years (unless changed in accordance with the Plan).  The Employee may change his or her initial Deferred Compensation Agreement election at any time through the date that is 30 days after he or she became eligible to participate in the Plan.  The Deferred Compensation Agreement shall become irrevocable with respect to the current Plan Year after the 30 day period, except as otherwise provided in the Plan. The Employee may change his or her Deferred Compensation Agreement election with respect to services to be performed in any subsequent Plan Year under the provisions in Section 4.2(b).

                                                In the Employee’s first year of participation, if the Bonus for which the election is made is an annual bonus or is otherwise based on a specified performance period, then the Employee’s Deferred Compensation Agreement election with respect to Bonus will apply only to the portion of Bonus equal to the total amount of  Bonus multiplied by the ratio of the number of days remaining in the performance period after the date of the Deferred Compensation Agreement over the total number of days in the performance period.

(b)                                  Previously Eligible Employees .  An eligible Employee who has previously been eligible to participate in the Plan (or any other plan considered an “account balance plan” under Code § 409A) and who wishes to change his or her deferral election or make an initial deferral election after the period provided in Section 4.2(a) must enter into a Deferred Compensation Agreement with respect to services performed during a Plan Year at any time prior to the beginning of the Plan Year. The new Deferred Compensation Agreement election shall be effective for the Plan Year and all subsequent Plan Years, except that the Employee may change his or her Deferred Compensation Agreement deferral election at any time through the December 31 prior to the beginning of the Plan Year.  After the December 31 prior to the beginning of the Plan Year, the Deferred Compensation Agreement deferral election shall become irrevocable with respect to that Plan Year, except as otherwise provided in the Plan. The Committee may, in its sole discretion, establish earlier deadlines or annual enrollment periods for such election changes during which such elections must be made.

(c)                                   Deferral Election Carryover . If a Participant enters into a Deferred Compensation Agreement for a Plan Year, the Deferred Compensation Agreement will remain in effect for all subsequent Plan Years for which the Participant fails to enter into a new Deferred Compensation Agreement.  The Deferred Compensation Agreement

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will apply to all subsequent Plan Years until the Participant actually enters into a subsequent Deferred Compensation Agreement for a Plan Year.

(d)                                  Cancellation of Deferral Election for 401(k) Plan Hardship Distribution .  Notwithstanding a Participant’s deferral election in his or her Deferred Compensation Agreement, a Participant’s deferral election shall be cancelled if required under the 401(k) plan sponsored by the Company due to the Participant’s hardship distribution from the 401(k) plan, pursuant to the requirements of Code § 1.401(k)-1(d)(3).  After the cancellation required under the 401(k) plan has expired, the Participant may execute a new Deferred Compensation Agreement under this Plan, in accordance with the timing requirements for previously eligible employees, under Section 4.2(b).

4.3 Company Discretionary Contributions .   For any Plan Year, the Company may, in its discretion, credit a Participant’s Account in an amount determined in the sole discretion of the Committee at any time and without regard to any amount credited to the Account of any other Participant.

4.4 Crediting of Earnings, Gain or Loss on Participant Accounts . Each Participant’s Accounts shall be credited with earnings, gain or loss in accordance with the provisions of this Section. The Participants’ Accounts shall be valued as of each day during which the New York Stock Exchange is open for business.

Trust Investments May Be Different Than Participant Accounts . The selection of investment vehicles shall be taken into account solely for the purpose of crediting earnings, gain or loss on the Participant’s Accounts. The Trustee shall not be required to invest assets of the Trust in accordance with the investment vehicles selected by Participants.

Crediting of Earnings Based on Selected Investment Vehicles . Participants shall be permitted to select any of the investment vehicles that are available for investment under the Plan, or any other investment vehicles made available to Participants in the sole discretion of the Committee. If the Participant does not select any investment vehicle, earnings, gain or loss shall be credited to the Participant’s Accounts as if the Participant had selected the lowest risk investment available under the Plan.  For the purpose of crediting earnings, gain or loss on contributions, contributions shall be deemed to be credited as of the day the contribution is deemed made to the Participant’s Accounts.  Earnings, gain or loss shall continue to be credited until the balance in the Participant’s Accounts is eliminated.  Following the end of each day the New York Stock Exchange is open for business, the Participant’s Accounts shall be credited with earnings, gain or loss equal to the rate of return earned on investment vehicles selected (or deemed selected) by the Participant.

Changes in Investment Vehicle Selection . The Committee shall establish rules and procedures for the timing and frequency of investment vehicle selection. With respect to any hypothetical investment vehicle, a Participant may change his or her investment selection as of each day during which the New York Stock Exchange is open for business.

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4.5 Withholding Requirement .   The Company shall withhold the Participant’s share of FICA and other employment taxes attributable to Participant deferrals from other compensation payable to the Participant.  All payments under the Plan are subject to withholding of all taxes, government mandated social benefit contributions, or other payments required to be withheld which are applicable to the Participant.

ARTICLE V

VESTING AND INVESTMENT OF BENEFIT

5.1 Immediate Vesting .  All amounts contributed to Participant Accounts shall be immediately vested.

5.2 Subject to Trust .   All amounts credited to Participant Accounts under the Plan shall be subject to the claims of general creditors of the Company and Affiliated Companies.  All amounts contributed with respect to a Participant to the Trust shall be held in accordance with the terms of the Trust.

ARTICLE VI

ACCOUNTS AND DISTRIBUTIONS

6.1 Election of Payment Dates .   The Participant shall elect one or more of the following dates for commencement of distributions with respect to amounts allocated to the Participant’s Accounts each Plan Year:

(a)                                     Specified Payment Date . The date the Participant specifies that has not been postponed pursuant to this Article. The Participant may not elect more than five Specified Payment Dates.

(b)                                    Separation from Service . The date the Participant has a Separation from Service. A Separation from Service election may not be postponed pursuant to this Article. If the Participant is a Specified Employee on the date payment will commence as a result of Separation from Service, any amounts otherwise payable prior to the 6 ^th month anniversary of the Participant’