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:
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”).
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.
(a) Form of Exercise . Each
election to exercise this SSAR shall be in writing (substantially
in the form attached hereto as E xhibit 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
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