AGREEMENT AND PLAN OF MERGER By and Among PANERA BREAD COMPANY, RYE PARENT CORP., RYE MERGER SUB, INC. And JAB HOLDINGS B.V. Dated as of April 4, 2017Agreement and Plan of Merger • April 5th, 2017 • Panera Bread Co • Retail-eating places • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of April 4, 2017, by and among Panera Bread Company, a Delaware corporation (the “Company”), Rye Parent Corp., a Delaware corporation (“Parent”), Rye Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and JAB Holdings B.V., a private limited liability company incorporated under the laws of the Netherlands (the “HoldCo”), the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”.
PANERA BREAD COMPANY NON-COMPETITION AGREEMENTNon-Competition Agreement • April 5th, 2017 • Panera Bread Co • Retail-eating places • Missouri
Non-Competition Agreement (the “Agreement”), dated as of April 4, 2017, by and between Panera Bread Company, a Delaware corporation (together with its affiliates, the “Company”), with its principal offices at 3630 South Geyer Road, St. Louis, Missouri 63127, and Ronald M. Shaich (“Executive”).
