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74
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) and as amended on May 19,
2011 (filed as Appendix A to the Registrant's Proxy Statement on Schedule 14A dated April 18, 2011 (File
No. 0-19253), as filed with the Commission on April 18, 2011 and incorporated herein by reference).
3.2 Second Amended and Restated Bylaws of the Registrant, as amended through March 9, 2012 (filed as
Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 0-19253), as filed with the Commission
on March 15, 2012 and incorporated herein by reference).
10.1 1992 Employee Stock Purchase Plan, as amended (filed as Exhibit B to the Registrant’s Proxy Statement on
Schedule 14A dated April 12, 2010 (File No. 0-19253), as filed with the Commission on April 12, 2010 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, as amended (filed as Exhibit A to the Registrant’s Proxy Statement on
Schedule 14A dated April 12, 2010 (File No. 0-19253), as filed with the Commission on April 12, 2010 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 Mark Borland (filed as Exhibit 10.6.17 to the Registrant’s
Quarterly Report on 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).†
10.13 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).†
10.14 Description of Compensation Arrangements with Non-Employee Directors (filed as Exhibit 10.1 to the
Registrant’s Quarterly Report on Form 10-Q for the period ended March 28, 2006 (File No. 0-19253), as filed
with the Commission on May 4, 2006 and incorporated herein by reference).†