X0306 4 2014-12-12 0 0001171014 COSI INC COSI 0001304539 BAUE VICKI J C/O COSI, INC. 294 WASHINGTON STREET, SUITE 510 BOSTON MA 02108 0 1 0 0 V.P. & General Counsel, CCO Common Stock, par value $0.01 2014-12-12 4 A 0 25000 0 A 94253 D These restricted shares were granted to the reporting person on December 12, 2014. Fifty percent (50%) of the shares will vest in four equal annual installments commencing on the first anniversary of the date of award 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 first anniversary of 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 Baue 2015-02-23