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

(b) and (c)

On December 8, 2016, Blaine Hurst was appointed President of Panera Bread Company (the “Company”), effective December 12, 2016. Mr. Hurst, age 60, has been with the Company since 2010 and has held a number of leadership positions within the Company, most recently as Executive Vice President, Chief Transformation and Growth Officer since October 2014. Prior to that time he served as the Company’s Executive Vice President, Technology and Transformation from May 2013 to October 2014, as Senior Vice President, Technology and Transformation from March 2012 to May 2013 and as Senior Vice President, Technology Business Strategies from January 2011 to March 2012.

Mr. Hurst’s appointment followed the resignation for personal reasons of Andrew Madsen, who had been serving as President of the Company, on December 5, 2016, effective December 9, 2016 (the “Separation Date”).

(e)

In connection with the foregoing, Panera, LLC, a wholly owned subsidiary of the Company, has agreed to enter into a Separation and Release Agreement (the “Agreement”) with Mr. Madsen. Under the Agreement, in consideration of Mr. Madsen’s agreement to a general release and certain other standard terms and conditions, Panera, LLC will provide Mr. Madsen with the following separation pay and benefits: (i) twenty six (26) bi-weekly payments of $30,096.19, which is comprised of salary and car allowance, beginning on the Separation Date and (ii) certain other benefits relating to continued health insurance benefits for a period of up to twelve (12) months. Additionally, Mr. Madsen will continue to be reimbursed for the cost of his apartment located in Massachusetts through the end of the lease term in June 2017. Further, under the Agreement, Mr. Madsen agrees to certain restrictive covenants regarding non-competition and non-solicitation for the period of seventy-eight (78) weeks beginning on the Separation Date.

About PANERA BREAD COMPANY (NASDAQ:PNRA)