On May 21, 2009, the Compensation and Stock Option Committee of the Board of Directors of Panera Bread Company (the "Company") approved amendments to the Company's form of restricted stock agreement under the Company's 2005 Long-Term Incentive Program ("LTIP"), a sub plan under the Company's 2006 Stock Incentive Plan (the "Plan"), pursuant to which any dividends paid by the Company with respect to unvested shares of restricted stock shall accrue and be paid, without interest, only if and when such restricted stock vests. In addition, the Company may seek to amend existing restricted stock agreements entered into pursuant to previous grants under the Plan to conform the provisions governing the payment of dividends with respect to previously issued shares of unvested restricted stock to those contained in the amended form of restricted stock agreement for new grants.

The foregoing summary description of the amendments to the Company's form of restricted stock agreement is qualified in its entirety by the form of restricted stock agreement under the LTIP, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

(d) Exhibits:

Exhibit No.                                   Description
10.1             Form of Restricted Stock Agreement under 2005 Long-Term Stock
                 Incentive Plan