Audit Committee Charter of Panera Bread Co

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                                                                   APPENDIX A
 
                              PANERA BREAD COMPANY
                            AUDIT COMMITTEE CHARTER
 
   Purpose
 
         The primary purpose of the Audit Committee (the "Committee") is to
   assist the Board of Directors (the "Board") in overseeing the accounting
   and financial reporting processes of the Company and the audits of the
   financial statements of the Company. The scope of oversight includes
   financial reports and other financial information provided by the Company
   to any governmental or regulatory body, the public or other users thereof,
   the Company's systems of internal accounting and financial controls, and
   the annual independent audit of the Company's financial statements.
 
         In discharging its oversight role, the Committee is empowered to
   investigate any matter brought to its attention with full access to all
   books, records, facilities and personnel of the Company and the power to
   retain outside counsel, auditors or other experts for this purpose. The
   Board and the Committee are in place to represent the Company's
   stockholders; accordingly, the outside auditor is ultimately accountable
   to the Board and the Committee.
 
   Membership
 
         The Committee shall be comprised of not less than three members of
   the Board, each of whom:
 
     *  meets the independence criteria set forth in Section 10A(m)(3) of the 
        Securities Exchange Act of 1934, as amended; and                      
     
     *  meets any additional director or audit committee independence         
        criteria established by Securities and Exchange Commission rules or   
        Nasdaq listing standards.                                             
 
         All Committee members also must be able to read and understand the
   Company's fundamental financial statements at the time of their
   appointment to the Committee. At least one member of the Committee must
   have past employment experience in finance or accounting, requisite
   professional certification in accounting or any other comparable
   experience or background that results in his or her financial
   sophistication such that he or she qualifies as an "audit committee
   financial expert" as defined by regulations adopted by the Securities and
   Exchange Commission.
 
         Any member of the Committee may be removed at any time by a majority
   of the independent members of the Board of Directors.
 
   Key Responsibilities
 
         The Committee's job is one of oversight and it recognizes that the
   Company's management is responsible for preparing the Company's financial
   statements and that the outside auditors are responsible for auditing
   those financial statements. Additionally, the Committee recognizes that
   financial management, as well as the outside auditors, have more time,
   knowledge and more detailed information on the Company than do Committee
   members; consequently, in carrying out its oversight responsibilities, the
   Committee is not providing any expert or special assurance as to the
   Company's financial statements or any professional certification as to the
   outside auditor's work.
 
         The Committee shall, among other duties:
 
     *  Review and reassess the adequacy of this Charter annually and         
        recommend any proposed changes to the Board for approval.             
     
     *  Review an analysis prepared by management and the independent auditor 
        of significant financial reporting issues and judgments made in       
        connection with the preparation of the Company's financial            
        statements, including an analysis of the effect of alternative GAAP   
        methods on the Company's                                              
 
 
 
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        financial statements and a description of any transactions as to      
        which management obtained Statement on Auditing Standards No. 50      
        letters.                                                              
     
     *  Review with management and the independent auditor the effect of      
        regulatory and accounting initiatives as well as off-balance sheet    
        structures on the Company's financial statements.                     
     
     *  Meet periodically with management to review the Company's major       
        financial risk exposures and the steps management has taken to        
        monitor and control such exposures.                                   
     
     *  Select and retain the outside independent auditor, and pre-approve    
        the fees to be paid to the independent auditor in connection with     
        audit services.                                                       
     
     *  Pre-approve the retention of the independent auditor for any          
        non-audit service and the fee for such service, and                   
     
     *  Recommend to the Board guidelines for the Company's hiring of         
        employees of the independent auditor who were engaged on the          
        Company's account.                                                    
     
     *  Ensure that the independent auditor does not provide any non-audit    
        services prohibited by applicable Securities and Exchange Commission  
        rules, and obtain from the independent auditor assurance that         
        Section 10A of the Securities Exchange Act of 1934 has not been       
        implicated.                                                           
     
     *  Review with the independent auditor any problems or difficulties the  
        auditor may have encountered and any management letter provided by    
        the auditor and the Company's response to that letter. Such review    
        should include:                                                       
 
     *  any difficulties encountered in the course of the audit work,         
        including any restrictions on the scope of activities or access to    
        required information, and any disagreements with management, and      
     
     *  any changes required in the planned scope of the internal audit,      
        including responsibilities, budget and staffing.                      
 
     *  Advise the Board with respect to the Company's policies and           
        procedures regarding compliance with the applicable laws and          
        regulations and with the Company's Standards of Business Conduct.     
     
     *  Prior to the audit, discuss with the outside auditors the overall     
        scope and plans for their audit, including the adequacy of staffing   
        and compensation.                                                     
     
     *  Review with management and the outside auditors the audited financial 
        statements and disclosures to be included in the Company's Annual     
        Report on Form 10-K (or the Annual Report to Stockholders if          
        distributed prior to the filing of Form 10-K), including major issues 
        regarding accounting and auditing principles or major changes to the  
        Company's auditing and accounting principles and practices, as        
        suggested by the independent auditor, internal auditors or            
        management, as well as the adequacy of internal controls that could   
        significantly affect the Company's financial statements.              
     
     *  Review and consider with the outside auditors the matters required to 
        be discussed by Statement of Auditing Standards Nos. 61 and 90.       
     
     *  As a Committee, or through the Committee chair, review with           
        management and the outside auditors earnings press releases, earnings 
        guidance provided to analysts and rating agencies, the Company's      
        interim financial results and disclosures to be included in the       
        Company's quarterly reports, including the results of the independent 
        auditors' review of the quarterly financial statements, to be filed   
        with the SEC prior to the Company's filing of the Form 10-Q.          
     
     *  Request from the outside auditors annually a formal written statement 
        delineating all relationships between the auditor and the Company and 
        periodic reports regarding the auditor's independence.                
     
     *  Discuss with the outside auditors any such disclosed relationships    
        and their impact on the outside auditor's independence.               
 
 
 
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     *  Oversee the independence of the outside auditor and have the ultimate 
        authority and responsibility to select (or nominate for stockholder   
        approval), evaluate and, where appropriate, replace the outside       
        auditor.                                                              
     
     *  Meet separately periodically with management and the independent      
        auditors to discuss issues and concerns warranting the Committee's    
        attention.                                                            
     
     *  Discuss with management and the outside auditors the quality and      
        adequacy of the Company's internal controls, and review management's  
        assertion on the effectiveness of internal controls and the           
        independent auditors' report thereon.                                 
     
     *  Establish procedures for the (1) receipt, retention, and treatment of 
        complaints regarding accounting, internal controls, or auditing       
        matters and the (2) confidential anonymous submission by employees of 
        concerns regarding questionable accounting or auditing matters.       
     
     *  Prepare the report to be included in the Company's annual proxy       
        statement as required by SEC regulations.                             
 
         This Charter is intended to provide a set of flexible guidelines for
   the effective functioning of the Committee.