Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On January 31, 2013, Cosi, Inc. (the "Company") entered into an agreement with Stephen F. Edwards in which Mr. Edwards agreed to continue to serve as the Company's Executive Chair of the Board of Directors ("Board"), effective as of January 1, 2013. The agreement provides for a one-year term and is terminable at any time. Mr. Edwards will receive annual base compensation of $100,000 and, as long-term incentive compensation, he will receive a grant of 100,000 shares of restricted stock that will vest at a rate of 25,000 shares every three months, with the grant date being January 31, 2013.

As Executive Chair, Mr. Edwards will have the following principal responsibilities, among others: (i) serve as the lead director, chair the meetings of the Board and otherwise administer the affairs of the Board; (ii) serve as the primary liaison between the Board and the Company's management;
(iii) provide guidance to the Chief Executive Officer and other management in the development of the Company's strategic plan and annual budget; (iv) support the senior management's interactions with stockholders, analysts and other external constituencies; and (v) lead the evaluation of any significant transactions.

The agreement between the Company and Mr. Edwards is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated in this Item 5.02(e) in its entirety by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

10.1 Agreement, dated January 25, 2013, between Stephen F.
Edwards and Cosė, Inc.

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