Summary of PANERA BREAD CO

Change in Directors or Principal Officers, Other Events, Financial Statements and

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers;

Compensatory Arrangements of Certain Officers

On November 16, 2009, Ron Shaich, Chief Executive Officer of Panera Bread Company (the "Company"), advised the Board of Directors of the Company (the "Board") that he will resign as Chief Executive Officer, effective immediately following the conclusion of the Company's 2010 Annual Meeting of Stockholders, which is expected to be held on May 13, 2010. Mr. Shaich will continue to serve as an officer of the Company in the position of Executive Chairman. Mr. Shaich will also remain a member of the Board.

In connection with Mr. Shaich's decision to resign as Chief Executive Officer, the Company announced on November 17, 2009 that the Board had approved a transition plan, pursuant to which William Moreton, the Company's Executive Vice President and Co-Chief Operating Officer, would succeed Mr. Shaich as Chief Executive Officer upon the effectiveness of Mr. Shaich's retirement. Pursuant to the transition plan, the Board intends to elect Mr. Moreton to the Board and appoint him President of the Company, each effective upon his commencement of service as Chief Executive Officer.

The terms of the compensation arrangements for Messrs. Moreton and Shaich have not been finalized at this time.

Item 8.01. Other Events.

On November 17, 2009, the Company issued a press release announcing the authorization of a three-year, $600 million share repurchase program and announcing the matters discussed in Item 5.02 of this Current Report on Form 8-K. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1.