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General Counsel Employment Agreement

This is an actual contract by Panera Bread.

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Sectors: Retail
Effective Date: February 16, 2001
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Exhibit 10.6.11


February 16, 2001


Diane Parsons-Salem 2507 Ocean Drive Unit 4A-2 Emerald Isle, NC 28594


Dear Diane:


Based on your experience, background presented and the belief that we can together help Panera grow into a significant national brand, Panera Bread is pleased to offer you the position of Vice President and General Counsel, reporting to the Chairman and Chief Executive Officer, Ron Shaich. We would like this position to be effective on or before Monday, April 2, 2001.


Your salary for this position will be payable at the bi-weekly rate of $6,346.15 ($165,000 annually). In addition, it is our understanding that your compensation will include the following:


o Consideration for 20,000 stock options, which vest to you over
5 years. The price per share will be based on the closing
share price on the date of the next Board of Director's
meeting following your start date.


o You will be included in our 2001 Incentive Program. You are
guaranteed $33,000 that will be paid in 2002 at the end of
your one-year anniversary. This program rewards you for the
completion and quality of individually agreed upon objectives
as well as the achievement of your business unit's financial
goals and overall Company profitability. Your incentive target
for plan year 2002 and subsequent years is 20% of your base
rate (we refer to it as a "double" when you meet agreed upon
expectations) with an upside potential of 40%
("homerun"-significantly exceeding expectations), plus the
Company multiplier. The incentive can be paid out in full or
portion thereof, including 0% ("strike"), according to the
company's financial performance and your individual
performance. Your incentive for plan year 2002 will be
pro-rated from the date of
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