Einstein Bros 2010 Annual Report Download - page 51

Form 10-K
http://www.sec.gov/Archives/edgar/data/949373/000119312511067286/d10k.htm[9/11/2014 10:09:09 AM]
The Company adopted a Code of Conduct applicable to its chief executive officer, chief financial officer, controller and other finance leaders, which is a “code of ethics” as defined by applicable rules of
the SEC. This code is publicly available on the Company’ s website. If the Company makes any amendments to this code other than technical, administrative or other non-substantive amendments, or grants any
waivers, including implicit waivers, from a provision of this code to the Company’ s chief executive officer, chief financial officer or controller, the Company will disclose the nature of the amendment or waiver,
its effective date and to whom it applies on its website or in a report on Form 8-K filed with the SEC.
ITEM 11. EXECUTIVECOMPENSATION
This information will be included in our 2011 Proxy Statement, which will be filed within 120 days after the close of the 2010 fiscal year, and is hereby incorporated by reference.
ITEM 12. SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
This information will be included in our 2011 Proxy Statement, which will be filed within 120 days after the close of the 2010 fiscal year, and is hereby incorporated by reference.
ITEM 13. CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
This information will be included in our 2011 Proxy Statement, which will be filed within 120 days after the close of the 2010 fiscal year, and is hereby incorporated by reference.
ITEM 14. PRINCIPALACCOUNTANT FEES AND SERVICES
This information will be included in our 2011 Proxy Statement, which will be filed within 120 days after the close of the 2010 fiscal year, and is hereby incorporated by reference.
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Table of Contents
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(1) Financial Statements
See the Index to Consolidated Financial Statements included in Part II, Item 8 for a list of the financial statements included in this Form 10-K.
(2) Financial Statement Schedules
See the end of Part II, Item 8 for Schedule II—Valuation and Qualifying Accounts. All other financial statement schedules are omitted because they are not required or are not applicable.
(3) Exhibits
Exhibit
No. Description
3.1 Restated Certificate of Incorporation (16)
3.2 Third Amended By-laws (1)
3.3 Amendments to By-laws (2)
4.2 New World Restaurant Group, Inc. Certificate of Designation, Preferences and Rights of Series Z Preferred Stock (3)
10.1 1994 Stock Plan (1)+
10.2 Directors’ Option Plan (1)+
10.3 Executive Employee Incentive Plan (4)+
10.4 Second Amendment to Executive Employee Incentive Plan (5)+
10.5 Third Amendment to the New World Restaurant Group, Inc. 2004 Executive Employee Incentive Plan (11)+
10.6 Stock Option Plan for Independent Directors (6)+
10.7 Amendment to Stock Option Plan for Independent Directors (7)+
10.8 Second Amendment to the New World Restaurant Group Inc. Stock Option Plan for (Non-Employee) Independent Directors (10)+
10.9
Approved Supplier Agreement dated as of November 30, 2006, by and among New World Restaurant Group, Inc., Einstein and Noah Corp., Manhattan Bagel Company, Inc., and Harlan
Bagel Supply Company, LLC, and Harlan Bakeries, Inc. (Certain information contained in this exhibit has been omitted and filed separately with the Commission pursuant to a confidential
treatment request under Rule 24b-2) (9)
10.10
Amended and Restated Credit Agreement dated June 28, 2007, among the Registrant, Bear, Stearns & Co. Inc. (“Bear Stearns”), as sole lead arranger, Wells Fargo Foothill, Inc., as
administrative agent and the other lenders from time to time parties thereto (12)
10.11 New World Restaurant Group, Inc. Stock Appreciation Rights Plan (8)+
10.12 Einstein Noah Restaurant Group, Inc. Nonqualified Deferred Compensation Plan (13)+
10.13 Paul J.B. Murphy, III Executive Separation Agreement dated December 3, 2008 (14)+
10.14 Jeffrey J. O’ Neill Offer of Employment dated December 3, 2008 (14)+
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Table of Contents
Exhibit
No. Description
10.15 James Hood Employee Separation Agreement dated February 2, 2009 (15)
10.16 James O’ Reilly Offer of Employment dated March 24, 2009 (15)+
10.17 Amendment No. 1 to Amended and Restated Credit Agreement (15)
10.18 Letter Agreement with Halpern Denny III L.P. regarding the Redemption of Series Z preferred stock (16)
10.19 Amendment No. 2 of Amended and Restated Credit Agreement (16)
10.20 March 17, 2010 Amendment to Letter Agreement Dated May 27, 2009 with Halpern Denny III, L.P. Regarding Redemption of Series Z Preferred Stock (17)