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EXHIBIT INDEX
Exhibit
Number Description
3.1 Certificate of Incorporation of the Registrant, as amended through June 7, 2002 (filed as Exhibit 3.1 to the
Registrant’s Quarterly Report on Form 10-Q for the period ended July 13, 2002 (File No. 0-19253), as
filed with the Commission on August 26, 2002 and incorporated herein by reference).
3.2 Amended and Restated Bylaws of the Registrant, as amended through March 9, 2006 (filed as Exhibit 3.2
to the Registrant’s Current Report on Form 8-K (File No. 0-19253), as filed with the Commission on
March 15, 2006 and incorporated herein by reference).
10.1 1992 Employee Stock Purchase Plan, as amended (filed as Exhibit A to the Registrant’s Proxy Statement
on Schedule 14A dated April 16, 2007 (File No. 0-19253), as filed with the Commission on April 13, 2008
and incorporated herein by reference).†
10.2 Formula Stock Option Plan for Independent Directors, as amended (filed as Exhibit 10.2 to the
Registrant’s Annual Report on Form 10-K for the year ended December 29, 2001 (File No. 0-19253),
as filed with the Commission on March 22, 2002 and incorporated herein by reference).†
10.3 1992 Equity Incentive Plan, as amended (filed as Exhibit 10.3 to the Registrant’s Registration Statement
on Form S-8 (File No. 333-128049), as filed with the Commission on September 1, 2005 and incorporated
herein by reference).†
10.4 2001 Employee, Director and Consultant Stock Option Plan (filed as Appendix A to the Registrant’s
Proxy Statement on Schedule 14A dated April 21, 2005 (File No. 0-19253), as filed with the Commission
on April 21, 2005 and incorporated herein by reference).†
10.5 Amended and restated 2005 Long-Term Incentive Program (filed as Exhibit 10.1 to the Registrant’s
Current Report on Form 8-K (File No. 0-19253), as filed with the Commission on July 29, 2009 and
incorporated herein by reference).†
10.6 2006 Stock Incentive Plan (filed as Exhibit A to the Registrant’s Proxy Statement on Schedule 14A dated
April 13, 2006 (File No. 0-19253), as filed with the Commission on April 13, 2006 and incorporated
herein by reference).†
10.7 Form of Non-qualified Stock Option Agreement under the 2006 Stock Incentive Plan (filed as
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 0-19253), as filed with the
Commission on May 25, 2006 and incorporated herein by reference).†
10.8 Form of Non-qualified Stock Option Agreement under the 2005 Long Term Incentive Program (filed as
Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No. 0-19253), as filed with the
Commission on May 25, 2006 and incorporated herein by reference).†
10.9 Form of Restricted Stock Agreement under the 2005 Long-Term Incentive Program (filed as Exhibit 10.4
to the Registrant’s Current Report on Form 8-K (File No. 0-19253), as filed with the Commission on
May 25, 2006 and incorporated herein by reference).†
10.10 Form of amended Restricted Stock Agreement under the 2005 Long-Term Incentive Program (filed as
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 0-19253), as filed with the
Commission on May 28, 2009 and incorporated herein by reference).†
10.11 Form of Stock Settled Appreciation Rights Agreement under the 2005 Long-Term Incentive Program
(filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 0-19253), as filed with the
Commission on July 29, 2009 and incorporated herein by reference).†
10.12 Employment Letter between the Registrant and Michael Kupstas (filed as Exhibit 10.6.6 to the
Registrant’s Annual Report on Form 10-K for the year ended December 25, 1999 (File No. 0-19253),
as filed with the Commission on April 10, 2000 and incorporated herein by reference).†
10.13 Employment Letter between the Registrant and Mark Borland (filed as Exhibit 10.6.17 to the Registrant’s
Quarterly Report of Form 10-Q for the period ended October 5, 2002 (File No. 0-19253), as filed with the
Commission on November 18, 2002 and incorporated herein by reference).†
10.14 Form of Panera, LLC Confidential and Proprietary Information and Non-Competition Agreement
executed by Senior Vice Presidents (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on
Form 10-Q for the quarter ended October 4, 2003 (File No. 0-19253), as filed with the Commission on
November 18, 2003 and incorporated herein by reference).†
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