EINSTEIN NOAH BAGEL CORP
2001 STAFF OFFICER BONUS PLAN
<DOCUMENT>
<TYPE>EX-10.20
<SEQUENCE>8
<FILENAME>0008.txt
<DESCRIPTION>2001 STAFF OFFICER BONUS PLAN
<TEXT>

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                                                                   EXHIBIT 10.20

[LOGO] EINSTEIN BAGEL CORP. NOAH

                         2001 Staff Officer Bonus Plan

I.   Purpose
     The purpose of the Plan is to establish a program of incentive compensation
     for designated corporate officers of the Company that is directly related
     to the performance results of the Company.  The Plan provides an annual
     incentive, contingent upon continued employment and the achievement of
     certain corporate goals, to certain corporate officers who make substantial
     contributions to the Company.

II.  Definitions
     Bonus Award means the award, as determined by the Committee, to be granted
     to a Participant under the Plan.

     Committee refers to the Compensation Committee of the Board of Directors of
     the Company.

     Company means Einstein/Noah Bagel Corp.

     Corporate Staff Officer refers to any person who is a corporate officer of
     the Company.

     Designated Beneficiary means the beneficiary or beneficiaries designated in
     accordance with Article X hereof to receive the amount, if any, payable
     under the Plan upon the Participant's death.

     Fiscal Year refers to the period of time commencing on January 3, 2001 and
     continuing through January 1, 2002.

     Long-term Disability means the inability of the Participant to
     substantially perform his or her duties to the Company by reason of
     physical or mental disability, as determined by the Committee in its
     reasonable discretion.

     Participant means any officer designated by the Committee to participate in
     the Plan who has received written notice of his or her designation as a
     Participant.

     Plan means the ENBC 2001 Staff Officer Bonus Plan


III. Eligibility
     Participants in the Plan shall be the Corporate Staff Officers.

IV.  Administration
     The Committee will determine eligibility for participation, establish the
     target payout levels for each Participant, establish corporate performance
     goals, calculate and determine the  level of attainment of such goals, and
     calculate the Bonus Award for each Participant under the Plan.  The
     Committee will also determine the time at which Bonus Awards will be paid.

V.   Bonus Awards
     The Committee, with the input of management of the Company, will establish
     a target payout level for each Participant and communicate such target
     payout level to each Participant prior to or during the Fiscal Year for
     which such award may be made.  The Committee shall also establish a system
     target for earnings before interest, taxes, depreciation and amortization
     (EBITDA) for the fiscal year, and
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       communicate such corporate performance goals to each Participant prior to
       or during the Fiscal Year for which such awards may be made. For this
       purpose EBITDA will mean, for the Fiscal Year, calculated on a
       consolidated basis in accordance with generally accepted accounting
       principles, the Company's and its subsidiaries' (1) gross revenue net of
       customer coupons and discounts, minus (2) costs of store, manufacturing
                                       --------
       and commissary operations, minus (3) the sum of field operating overhead
                                  ---------
       and support center overhead (exclusive of nonrecurring charges, such as
       capital restructuring expenses and retention bonuses), plus (4)
                                                              ----
       depreciation and amortization. Bonus Awards will be earned by each
       Participant based upon the level of attainment of such corporate goal
       during the Fiscal Year, as determined by the Committee. Any Participant
       whose employment with the Company commences during the Fiscal Year shall
       be eligible for a pro rata portion of the Bonus Award that would have
       been paid in respect of the entire Fiscal Year. As soon as practicable
       after the end of the Fiscal Year the Committee shall determine the level
       of attainment of the corporate goal and the Bonus Award to be made to
       each Participant.

VI.    Termination of Employment
       In the event of termination of a Participant's employment with the
       Company by reason of death or long-term disability before the payment of
       any Bonus Award, such Participant shall be eligible for a pro rata
       portion of the Bonus Award that would have been paid in respect of the
       Fiscal Year in which the termination occurred (provided a Bonus Award
       would otherwise have been earned). Any such Bonus Award shall be paid as
       soon as practicable after the end of the fiscal year in which such
       termination occurs. In the event of a Participant's' death, such pro rata
       payment shall be made to the Participant's Designated Beneficiary, or if
       there is none living, to the estate of the Participant.

       In the event of a Participant's voluntary termination of employment with
       the Company for any reason, or termination by the Company for cause (as
       defined in the Participant's Change of Control Agreement) before payment
       of a Bonus Award is made, the Participant shall be ineligible for such
       payment unless the Committee specifically determines that such Bonus
       Award is to be paid.

VII.   Non-Transferability of Benefits
       A Participant may not assign, sell, encumber, transfer or otherwise
       dispose of any rights or interests under the Plan except by will of the
       laws of descent and distribution. Any attempted disposition not permitted
       by the preceding sentence shall be null and void.

VIII.  No Claim of Right Under the Plan
       Other than as may be provided in an employment agreement as approved by
       the Committee, no employee or other person shall have any claim or right
       to be selected as a Participant under the Plan. Neither the Plan nor any
       action taken pursuant to the Plan shall be construed as giving any
       employee any right to be retained in the employ of the Company.

IX.    Taxes
       The Company shall deduct from all amounts paid under the Plan all
       federal, state, local and other taxes required by law to be withheld with
       respect to such payments.

X.     Designation and Change of Beneficiary
       Each Participant may indicate upon notice to him or her by the Committee
       of his or her right to receive a Bonus Award a designation of one or more
       persons as the Designated Beneficiary who shall be entitled to receive
       the amount, if any, payable under the Plan upon the death of the
       Participant. Such designation shall be in writing to the Committee. A
       Participant may, from time to time, revoke or change his or her
       Designated Beneficiary without the consent of any prior Designated
       Beneficiary by filing a written designation with the Committee. The last
       such designation received by the Committee shall be controlling, provided
       however that no designation, or change or revocation thereof, shall be
       effective unless received by the Committee prior to the Participant's
       death, and in no event shall it be effective as of a date prior to such
       receipt.

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XI.   Payments to Persons Other Than the Participant
      If the Committee shall find that any person to whom any amount is payable
      under the Plan is unable to care for his or her affairs because of illness
      or accident, or has died, then any payment due to such person or his or
      her estate (unless a prior claim therefore has been made by a duly
      appointed legal representative) may, if the Committee so directs, be paid
      to his or her spouse, a child, a relative, an institution maintaining or
      having custody of such person, or any other person deemed by the
      Committee, in its sole discretion, to be a proper recipient on behalf of
      such person otherwise entitled to payment. Any such payment shall be a
      complete discharge of the liability of the Company therefor.

XII.  No Liability of Committee Members; Indemnification
      No member of the Committee shall be personally liable by reason of any
      contract or other instrument related to the Plan executed by such member
      or on his or her behalf in his or her capacity as a member of the
      Committee, nor for any mistake of judgment made in good faith, and the
      Company shall indemnify and hold harmless each employee, officer or
      director of the Company to whom any duty or power relating to the
      administration or interpretation of the Plan may be allocated or
      delegated, against expenses (including attorneys' fees), judgments, fines
      and amounts paid in settlement actually and reasonably incurred by such
      member in connection with any action, suit or proceeding arising out of or
      relating to the Plan if such member acted in good faith and in a manner
      the person reasonably believed to be in or not opposed to the best
      interests of the Company. Any determination as to whether indemnification
      shall be provided hereunder shall be made by the Board of Directors of the
      Company.

XIII. Termination or Amendment of the Bonus Plan
      The Committee may amend, suspend or terminate the Plan at any time, in its
      sole discretion, provided, however, that no amendment, suspension or
      termination of the Plan shall adversely effect the right of a Participant
      to receive a Bonus Award based on an EBITDA system target and target
      payout amount that has been communicated to the Participant.

XIV.  Unfunded Plan

      Participants shall have no right, title, or interest whatsoever in or to
      any investments that the Company may make to aid it in meeting its
      obligations under the Plan. Notwithstanding anything contained herein to
      the contrary, to the extent that any person acquires a right to receive
      payments from the Company under the Plan, such right shall be no greater
      than the right of an unsecured general creditor of the Company.

      The Plan is not intended to be subject to the Employee Retirement Income
      Security Act of 1974, as amended ("ERISA"). To the extent the Plan is
      determined to be so subject, it is intended to constitute a "plan which is
      unfunded and is maintained by the employer primarily for the purpose of
      providing deferred compensation for a select group of management or highly
      compensated employees," as such phrased is used in ERISA, and the terms of
      the Plan shall be interpreted consistent with such intent.

XV.   Governing Law

      The terms of the Plan and all rights thereunder shall be governed by and
      construed in accordance with the laws of the State of Colorado, without
      reference to principles of conflict of laws.

XVI.  Effective Date
      The effective date of the Plan is December 12, 2000.

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