OPTION AGREEMENT

 

                                                                    Exhibit 10.8

                               OPTION AGREEMENT

     This Option Agreement (this "Agreement") is made as of this 29th day of
July, 1996, between Boston Chicken, Inc., a Delaware corporation ("BCI") and
John Todd ("Grantee").

     1.  GRANT OF OPTION.  Subject to the terms and conditions of this
Agreement, BCI hereby grants to Grantee the right and option (the "Option") to
purchase from BCI 19,593 shares of common stock, $.01 par value per share, of
Einstein/Noah Bagel Corp. ("ENBC") (the "Option Shares"), which number of Option
Shares may be adjusted pursuant to Section 9 below.

     2.  EXERCISE PRICE.  The purchase price for each Option Share shall be
$6.38 per share (the "Exercise Price").

     3.  VESTING.  Subject to termination or acceleration of the Option as
provided herein, the Option may be exercised, at any time and from time to time
on or after July 29, 1997 but such Option shall not be exercisable for more than
a percentage of the aggregate number of Option Shares in accordance with the
following schedule:

                                                           Cumulative
         Date                                              Percentage
         ----                                              ----------  

     On or after July 29, 1997 to July 28, 1998            up to 10%

     July 29, 1998 to July 28, 1999                        up to 30%
 
     July 29, 1999 to July 28, 2000                        up to 60%

     July 29, 2000 to July 28, 2001                        up to 100%

     4.  PROCEDURE FOR EXERCISE.  If Grantee elects to exercise the Option,
Grantee shall deliver to BCI:  (i) a notice of exercise (the "Exercise Notice")
in the form set forth on Exhibit A attached hereto, and (ii) full payment of the
Exercise Price for the Option Shares to be purchased.  The date on which the
Exercise Notice and the Exercise Price for the Option Shares to be purchased are
received by BCI is referred to herein as the "Exercise Date."  As soon as
practicable after the Exercise Date, BCI will deliver to Grantee one or more
properly executed ENBC stock certificates, in the name of Grantee, evidencing
the Option Shares so purchased, subject to appropriate restrictive legends.

     5.  PAYMENT OF EXERCISE PRICE.  The Exercise Price shall be paid by
Grantee by delivery of a certified check drawn on any state or national bank or
savings and loan association.

     6.  PARTIAL EXERCISE.  One or more partial exercises of the Option shall
be permitted from time to time.

     7.  EXPIRATION.  The Option and this Agreement shall expire and become void
upon the earlier of five (5) years from the date hereof or upon the termination
of Grantee's employment with BCI, regardless of the cause for such termination;
provided, however, that the Option and this Agreement shall not terminate and
the Option shall accelerate and immediately become 100% vested in the event of
Grantee's death or permanent disability during his employment with BCI.

     8.  RESTRICTIONS ON OPTION AND OPTION SHARES.  The Option shall be
exercisable only by Grantee. The Option may not be sold, pledged, assigned or
otherwise transferred without the prior written consent of BCI in its sole
discretion. Any purported transfer or transaction in violation of this Section
8. shall be null and void ab initio.

     9.  ADJUSTMENTS.  In the event of any change in the number of shares of
common stock of ENBC outstanding by reason of any stock split, stock dividend,
split-up, split-off, spin-off, recapitalization, merger, consolidation,
reorganization, combination or exchange of shares, sale by ENBC of all or part
of its assets, distribution to shareholders of ENBC other than a normal cash
dividend, or other extraordinary or unusual event occurring after the date
hereof and prior to exercise of the Option in full, the number and kind of
shares of common stock of ENBC or other property for which the Option may then
be exercised and the Exercise Price per Option Share shall be adjusted so as to
reflect such change.

     10. NO RIGHTS AS A STOCKHOLDER.  Unless and until a certificate or
certificates representing such Option Shares of common stock of ENBC shall have
been issued to Grantee, Grantee shall not be or have any of the rights or
privileges of a stockholder of ENBC with respect to shares of common stock of
ENBC acquirable upon exercise of the Option.

     11. TAX WITHHOLDING.  As a condition to any exercise of the Option, BCI
shall require Grantee to deposit with BCI such federal and state income,
employment and other taxes, if any, as may be required to be withheld under
applicable law. Such withholding shall be paid in cash.

     12. TAX CONSEQUENCES.  Grantee is solely responsible for learning,
understanding, and accepting the tax consequences to him of the receipt and
exercise of the Option and the disposition of the Option Shares.

     13. INVESTMENT REPRESENTATIONS.  Grantee, as a condition to this Agreement
and the exercise of the Option, represents and warrants that the Option and the
Option Shares have been and will be acquired for its own account and not with a
view to the resale or other distribution thereof. Grantee further represents
that he is an accredited investor within the meaning of Regulation D under the
Securities Act of 1933, as amended, that he has made all inquires concerning the
Option and the Option Shares, he deems appropriate, and has received
satisfactory responses to such inquires. Grantee understands that the Option and
the Option Shares have not been and will not be registered under the Securities
Act of 1933 and, therefore, cannot be sold or transferred unless either they are
subsequently registered under such Act (as

well as under any applicable state securities laws) or an exemption from such
registration is available.

     14. GOVERNING LAW.  THE PARTIES INTEND THIS AGREEMENT TO BE GOVERNED BY
THE LAWS OF THE STATE OF COLORADO.  If the scope of any provision contained
herein is too broad to permit enforcement of such provision to its full extent,
then such provision shall be enforced to the maximum extent permitted by law. If
any provision of this Agreement shall be construed to be illegal or invalid, the
legality or validity of any other provision hereof shall not be affected
thereby, and any illegal or invalid provision of this Agreement shall be
severable, and all other provisions shall remain in full force and effect.

     15. AMENDMENT.  This Agreement, and each section hereof, may be amended
only in writing, signed by the party against whom enforcement of any such
amended provision is sought.

     16. HEADINGS.  Any headings of sections of this Agreement are solely for
the convenience of the parties and are not a part of this Agreement nor are they
to be used in its interpretation.

     17. COUNTERPARTS.  This Agreement may be executed in several counterparts;
each such counterpart shall be considered as an original agreement and all such
executed counterparts shall constitute an Agreement.

     18. NOTICES.  Any notice, request, instruction, or other document required
to be given under this Agreement by either party to the other shall be in
writing and delivered in person or by courier, or by facsimile transmission or
mailed by certified mail, postage prepaid, return receipt requested (such mailed
notice to be effective on the date such receipt is acknowledged) as follows:

               To BCI:

                   General Counsel
                   Boston Chicken, Inc.
                   14103 Denver West Parkway
                   Golden, Colorado  80401
                   Facsimile:  (303) 384-5339

               To Grantee:

                   John Todd
                   14103 Denver West Parkway
                   Golden, Colorado  80401
                   Facsimile:  (303) 384-5335

Notices sent for next day delivery by Federal Express or other reliable courier
shall be deemed given the next business day after sending, notices transmitted
by fax or personally delivered shall be deemed given when so transmitted or
delivered, respectively, and notices sent by certified or registered mail shall
be deemed given on the fifth business day after sending.

     19. SUCCESSORS.  This Agreement shall bind and inure to the benefit of the
parties hereto and their respective successors.

     20. ENTIRE AGREEMENT.  This Agreement and exhibits hereto contain the
entire agreement of the parties hereto with respect to the transactions and
relationships contemplated herein, and supersedes all prior understandings and
agreements of the parties with respect to the subject matter hereof.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

BOSTON CHICKEN, INC.

By: /s/ DONALD J. BINGLE                       /s/ JOHN TODD
    -----------------------                    --------------------------
Title: Vice President                          JOHN TODD
       --------------------                   

                                   EXHIBIT A
                                   ---------

                                EXERCISE NOTICE

                                                      -------------------------
                                                                Date

Boston Chicken, Inc.
14103 Denver West Parkway
Golden, Colorado 80401

Attention: General Counsel

Dear Sir:

     I wish to exercise the option granted on ________________, 1996 and
evidenced by that Option Agreement dated ___________________, 1996 to the extent
of ______________ shares of the common stock of Einstein/Noah Bagel Corp., at
the option price of $6.38 per share.  My check in the amount of $___________ in
payment of the entire purchase price and tax withholding for these shares 
accompanies this letter.

     Please issue a certificate for these shares in the following name:

                    ----------------------------------------
                    Name

                    -----------------------------------------
                    Street Address

                    ------------------------------------------
                    City/State/Zip

                                           Very truly yours,
                                   
                                   
                                   
                                           ------------------------------------
                                           Signature
                                   
                                           ------------------------------------
                                           Typed or Printed Name
                                   
                                           ------------------------------------
                                           Social Security Number 

Basic Info X:

Name: OPTION AGREEMENT
Type: Option Agreement
Date: Nov. 20, 1996
Company: BOSTON CHICKEN INC
State: Delaware

Other info:

Date:

  • 29th day of July , 1996
  • July 29 , 1997
  • July 28 , 1998
  • July 29 , 1998
  • July 28 , 1999
  • July 29 , 1999
  • July 28 , 2000
  • July 29 , 2000
  • July 28 , 2001

Organization:

  • Exercise Price per Option Share
  • General Counsel Boston Chicken , Inc.
  • Date Boston Chicken , Inc.
  • EinsteinNoah Bagel Corp.

Location:

  • Delaware
  • Grantee
  • BOSTON CHICKEN
  • Denver West Parkway Golden
  • Colorado

Money:

  • $ .01
  • $ 6.38

Person:

  • John Todd 14103
  • DONALD J. BINGLE

Percent:

  • 10 %
  • 30 %
  • 60 %
  • 100 %