0000914121-14-000200 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 21st, 2014 • Cosi Inc • Retail-eating places • Delaware

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into and effective as of the 17th day of March, 2014 (the “Effective Date”), by and between Cosi, Inc., a Delaware corporation (the “Company”), and Robert J. Dourney, an individual (the “Executive”).

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RESTRICTED STOCK AWARD AGREEMENT (unregistered shares) COSI, INC.
Restricted Stock Award Agreement • March 21st, 2014 • Cosi Inc • Retail-eating places • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (“Agreement”) dated March 17th, 2014 (the “Date of Award”), is entered into between COSI, INC., a Delaware corporation (the “Company”), and ROBERT J. DOURNEY, President and Chief Executive Officer of the Company (the “Grantee”).

ELECTION TO CAUSE MERGER AGREEMENT
Merger Agreement • March 21st, 2014 • Cosi Inc • Retail-eating places • Delaware

THIS ELECTION TO CAUSE MERGER AGREEMENT (“Agreement”) is entered into this 18th day of March, 2014 (the “Effective Date”), by Cosi, Inc., a Delaware corporation (“Cosi”), Hearthstone Associates, LLC, a Massachusetts limited liability company (“HoldCo”) and, for purposes of Sections 5 and 7, Robert J. Dourney and Nancy Dourney (collectively, the “Holders”). Cosi, HoldCo and the Holders may each be referred to herein individually as a “Party” and collectively as the “Parties.”

Mr. Stephen F. Edwards c/o Cosi, Inc. Deerfield, Illinois 60015
Executive Chairman Agreement • March 21st, 2014 • Cosi Inc • Retail-eating places

This letter confirms our agreement with respect to your re-appointment as Executive Chairman of the Board of Directors (the “Board”) of Cosi, Inc., a Delaware corporation (the “Company”), effective as of March 17, 2014 (the “Effective Date”).

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