(a) On November 9, 2012, the Board of Directors (the "Board") of Panera Bread Company (the "Company"), upon the recommendation of the Board's Committee on Nominations and Corporate Governance, elected Diane Hessan as a Class III director, with a term expiring at the Company's 2013 annual meeting of stockholders. In connection with her election to the Board, Ms. Hessan will be compensated as a non-employee director pursuant to the Company's compensation policy for non-employee directors, which is described in the Company's Proxy Statement for the 2012 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 16, 2012.

(b) Also on November 9, 2012, the Board, upon the recommendation of the Board's Committee on Nominations and Corporate Governance, approved an increase in the cash component of the compensation of the Company's non-employee directors, beginning in the first quarter of fiscal 2013. The Board approved the following increases:

                                                                        Fees
                                                                   Commencing in
                                                     Current Fees   Fiscal 2013
All non-employee directors                             $32,000        $50,000
Lead Independent Director                              $12,500        $25,000
Chair of the Audit Committee                           $10,000        $15,000
Chair of the Compensation and Management
Development Committee                                   $5,000        $10,000
Chair of the Nominations and Corporate Governance
Committee                                               $3,000        $10,000
Audit Committee Members                                   $0           $5,000

All cash compensation described above is payable in four equal quarterly installments at the beginning of each fiscal quarter. The equity component of the Company's non-employee director compensation remains unchanged.