X0306 4 2014-03-17 0 0001171014 COSI INC COSI 0001068870 DOURNEY ROBERT J C/O COSI, INC. 1751 LAKE COOK ROAD, SUITE 600 DEERFIELD IL 60015 1 1 0 0 CEO and President Common Stock, par value $0.01 2014-03-17 4 A 0 829164 0 A 829164 D These restricted shares were granted to the reporting person as a material inducement to accept employment with the Company in the position of President and CEO. Fifty percent (50%) of the shares will vest in four equal annual installments commencing on the first anniversary of employment provided that the reporting person remains in the continuous employ of the Company through each such vesting date. Fifty percent (50%) of the shares will vest in four equal installments commencing on the date of award provided that (1) the reporting person remains in the continuous employ of the Company and (2) specified price targets for the Company's common stock are achieved. The price target for each installment is as follows: the closing price of the Company's common stock shall have exceeded, for a period of 30 consecutive trading days, $2.00, $2.50, $3.00 and $4.00. /s/ Vicki J. Baue, Attorney in Fact 2014-03-19