Exhibit 10.1
PANERA BREAD COMPANY
2005 LONG-TERM INCENTIVE PROGRAM
RESTRICTED STOCK AGREEMENT
(Granted under 2006 Stock Incentive Plan)
AGREEMENT (the “Agreement”) made as
of the
(the “Grant Date”), between Panera Bread Company (the
“Company”), a Delaware corporation having a principal
place of business in Richmond Heights, Missouri, and
(the “Participant”).
WHEREAS, pursuant to the 2005 Long-Term
Incentive Program (the “LTIP”), the Company desires to
grant to the Participant 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.
NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties
hereto agree as follows:
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1.
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GRANT OF RESTRICTED SHARES;
LEGEND .
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The
Company hereby grants to the Participant an aggregate of
shares of Common Stock, subject to adjustment, as provided in
Section 4 hereof (the “Restricted Shares”), and on
the terms and conditions and subject to all the limitations set
forth herein; provided, however, that the Restricted Shares are
nontransferable and may not be sold, assigned, pledged or otherwise
encumbered or disposed of by the Participant, and are subject to a
risk of forfeiture to the Company, during the Restricted Periods
commencing on the date of this Agreement and ending on the dates
set forth in Section 2 hereof. Prior to the time shares become
transferable and nonforfeitable (“Vested”), the
certificate evidencing such Restricted Shares, or if issued in
electronic form or book-entry credit, such electronic form or
credit, shall bear a legend indicating their nontransferability and
forfeitability, and shall be held by the Company, together with a
stock power endorsed in blank by the Participant.
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2.
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RESTRICTED PERIODS AND
VESTING .
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Subject to the terms and conditions set forth in
this Agreement, the Plan and the LTIP, the Restricted Shares
granted hereby shall become Vested, rounded to the nearest whole
share, as follows:
1
1
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On the second
anniversary of the date of this Agreement
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25% of the
Restricted Shares
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On the third
anniversary of the date of this Agreement
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an additional
25% of the Restricted Shares
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On the fourth
anniversary of the date of this Agreement
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an additional
25% of the Restricted Shares
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On the fifth
anniversary of the date of this Agreement
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an additional
25% of the Restricted Shares
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If the
Participant ceases to be an employee of the Company or of an
affiliate of the Company (for any reason other than the death or
Disability of the Participant), any Restricted Shares which are not
Vested on the date of the Participant’s termination of
employment, as well as any Accrued Dividends (as defined below)
with respect to such Restricted Shares, shall be forfeited to the
Company.
In the
event the Participant’s employment is terminated by the
Company or an affiliate of the Company for Cause, the Company shall
be entitled, to the extent permitted by law, to recover from the
Participant any and all Restricted Shares which previously became
Vested, as well as any Accrued Dividends paid with respect to such
Restricted Shares.
In the
event of the death or Disability of the Participant while an
employee of the Company or an affiliate of the Company, a pro rata
portion of any additional Restricted Shares as would have become
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, rounded to the
nearest whole share. The proration shall be based upon the number
of days during the vesting accrual period prior to the date of
death or Disability. Any remaining Restricted Shares which have not
become Vested on the date of the Participant’s death or
Disability, as well as any Accrued Dividends with respect to such
Restricted Shares, shall be forfeited to the Company.
As
soon as practicable following the date that any Restricted Shares
become Vested under this Section 2, the Company shall deliver
to the Participant or, in the event of the Participant’s
death, the Participant’s Designated Beneficiary a certificate
for such shares and the related stock power held by the Company
pursuant to Section 1 hereof, or release the restrictions
placed on the shares, if issued in e
