1 AU BON PAIN CO., INC. MANAGING PARTNER INCENTIVE PLAN As Adopted Effective April 21, 1996 I. PURPOSE The purpose of the Au Bon Pain Co., Inc. Managing Partner Incentive Plan (as amended from time to time and as supplemented by any plan adopted under Section II below, the "Plan") is to provide periodic incentives and rewards to selected key managerial employees of Au Bon Pain Co., Inc. (the "Company") or its subsidiaries ("Subsidiaries") for significant contributions to the Company's profitability. II. ADMINISTRATION The Plan is administered by the Board of Directors of the Company, which may delegate its powers under the Plan to the Company's Retail Management Committee (the "Committee") to the full extent permitted by law. Without limiting the generality of the foregoing, the Committee may, in its discretion, interpret the Plan and make rules concerning the application of the Plan. In the exercise of its powers hereunder, the Board of Directors may adopt one or more plans hereunder providing for incentive awards and fixing the terms and conditions of such awards. III. ELIGIBILITY AND PARTICIPATION The Committee will from time to time designate eligible participants and/or job titles and/or approve incentive formulae and awards for participants ("Participants"). Officers and Directors of the Company are not eligible to participate in the Plan or to receive Awards (as defined in Section IV below) under the Plan. IV. DETERMINATION OF BONUSES A. Bonus Formula Each eligible Participant shall receive a bonus determined in accordance with formulae and/or other methods approved by the Committee. B. Awards Each Participant's award, which may be cash, shares of the Company's Class A Common Stock, or a combination thereof (collectively, "Awards") shall be as determined by the Committee in its discretion. 2 V. DISTRIBUTION OF BONUSES Awards will be distributed as and at the time or times determined by the Committee. All distributions of Awards under this Plan are subject to required tax withholding, and any Participant may request the Company to withhold additional amounts. VI. AMENDMENT, SUSPENSION OR TERMINATION OF PLAN The Company, acting through the Board of Directors or the Committee, reserves the right to amend, suspend or terminate the Plan at any time if the Board of Directors or the Committee, in its sole discretion, determines that such action is in the best interests of the Company. VII. NOTICES Any notice required or permitted to be given by the Company or the Committee pursuant to the Plan shall be deemed given when personally delivered or deposited in the United States mail, registered or certified, postage prepaid, addressed to the Participant at the last address shown for the Participant on the records of the Company. VIII. MISCELLANEOUS PROVISIONS No Award payable under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge prior to actual receipt thereof by the Participant; any attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber or charge prior to such receipt shall be void, and the Company shall not be liable in any manner for or subject to the debts, contracts, liabilities, engagements or torts of any person entitled to any Award under the Plan or any Incentive Agreement. Nothing contained herein confers upon any Participant the right to be retained in the service of the Company or any Subsidiary or limits the right of the Company or any Subsidiary to discharge, terminate the employment of or otherwise deal with any Participant without regard to the existence of the Plan or any Incentive Agreement. The Plan shall at all times be entirely unfunded, and no provision shall at any time be made with respect to segregating assets of the Company for payment of any Awards hereunder. No Participant or other person shall have any interest in any particular assets of the Company by reason of the right to receive an Award under the Plan or any Incentive Agreement, and any Participant or other person shall have only the rights of a general unsecured creditor of the Company with respect to any rights under the Plan and any Incentive Agreement. -2-