4//SEC Filing
PANERA BREAD CO 4
Accession 0001209191-05-046121
CIK 0000724606operating
Filed
Sep 5, 8:00 PM ET
Accepted
Sep 6, 8:37 PM ET
Size
14.3 KB
Accession
0001209191-05-046121
Insider Transaction Report
Form 4
PANERA BREAD COPNRA
Markowitz Michael
Chief Brand Officer
Transactions
- Award
Class A Common Stock
2005-09-01+1,422→ 1,422 total - Award
Choice Award Right to Buy Class A Common Stock
2005-09-01+5,689→ 5,689 totalFrom: 2005-09-01Exp: 2005-09-15→ Class A Common Stock (5,689 underlying)
Footnotes (3)
- [F1]Represents award of restricted shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), under the Company?s 2005 Long-Term Incentive Program ("LTIP") and the Company?s 1992 Equity Incentive Plan ("1992 Plan") that will become effective on 9/15/05, unless otherwise determined by the Company?s Compensation and Stock Option Committee (the "Committee"), subject to the condition that the Reporting Person sign an acknowledgement that he or she agrees to a Confidential and Proprietary Information and Non-Competition Agreement, a Statement of Company Policy Regarding Securities Trades by Company Personnel, and a Business Conduct Standards Policy. If the acknowledgement is not signed, the award will not become effective.
- [F2]Represents choice award under the LTIP, the 1992 Plan (restricted stock) and the Company?s 2001 Employee, Director and Consultant Stock Option Plan ("2001 Plan") (stock options) permitting the Reporting Person to elect to receive, effective 9/15/05, unless otherwise determined by the Committee, an award in the form of (i) up to 1,422 shares of restricted Class A Common Stock under the 1992 Plan or (ii) non-statutory stock options to purchase up to 5,689 shares of Class A Common Stock under the 2001 Plan, or a combination of restricted stock and non-statutory stock options (in 25% increments).
- [F3]The portion of the award elected to be in the form of stock options can be for stock options to purchase a number of shares equal to four (4) times the number of shares of restricted stock that would have been awarded. The options would have an exercise price equal to the closing price of the Class A Common Stock on The Nasdaq National Market on 9/15/05, unless otherwise determined by the Committee, and vest over a five-year period from the date of grant, with 25% vesting on the second anniversary, and an additional 25% vesting on the third, fourth and fifth anniversaries. The options covered by the agreement will terminate six years from the date of the agreement, but will be subject to earlier termination as provided in the award agreement or in the 2001 Plan or the LTIP. The award is subject to the same condition described in Note (1) above, and will not become effective unless the acknowledgement is signed.
Issuer
PANERA BREAD CO
CIK 0000724606
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000724606
Filing Metadata
- Form type
- 4
- Filed
- Sep 5, 8:00 PM ET
- Accepted
- Sep 6, 8:37 PM ET
- Size
- 14.3 KB