BOSTON CHICKEN INC, 8-K, 1998-05-08

BOSTON CHICKEN INC
8-K, 1998-05-08
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<PAGE>

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Act of 1934

Date of Report (Date of earliest event reported): May 1, 1998

BOSTON CHICKEN, INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in this charter)

Delaware 0-22802 36-3904053
- -------------------------------------------------------------------------------
(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification No.)
incorporation)

14123 Denver West Parkway, P.O. Box 4086, Golden, Colorado 80401-4086
- -------------------------------------------------------------------------------
(Address of principal executive offices)

(303) 278-9500
- -------------------------------------------------------------------------------
(Registrant's telephone number, including area code)

Not applicable
- -------------------------------------------------------------------------------
(Former name or former address, if changes since last report)

<PAGE>

Item 5. Other Events.

On May 1, 1998, Boston Chicken, Inc. (the "Company") announced the
resignation of Saad J. Nadhir, as a director and Co-Chairman and Chief Executive
Officer of the Company, Scott A. Beck, as a director and Co-Chairman and
President of the Company, and Mark W. Stephens, as a director and Vice-Chairman
and Chief Financial Officer of the Company. The Company also announced that
Messrs. Nadhir and Stephens will serve as consultants to the Company for a
period of time following their resignations. Copies of the agreements entered
into between the Company and each of Messrs. Nadhir, Beck and Stephens in
connection with their respective resignations from the Company are filed as
exhibits to this Report.

Also on May 1, 1998, the Company announced that J. Michael Jenkins, 51, had
been elected to the Board of Directors of the Company and named Chairman of the
Board, Chief Executive Officer and President of the Company. Since September
1996, Mr. Jenkins served as Chief Executive Officer, President and a director of
Vicorp Restaurants, Inc. ("Vicorp"), which operates and franchises Village Inn
and Bakers Square restaurants. From August 1994 to September 1996, he served as
Co-Chief Executive Officer, President and a director of Vicorp. Prior thereto,
Mr. Jenkins served as Chairman of the Board and Chief Executive Officer of El
Chico Restaurants, Inc. from February 1992. Pursuant to an executive employment
agreement with the Company, Mr. Jenkins received a $3 million signing bonus,
with the right to receive an additional $2 million bonus on the third
anniversary of his employment with the Company. Mr. Jenkins was also granted an
option to purchase one million shares of the Company's Common Stock at an
exercise price of $4.00 per share. The option becomes exercisable with respect
to 250,000 shares on each of the first four anniversaries of Mr. Jenkins'
employment with the Company. Mr. Jenkins will be paid an annual salary of
$500,000. Copies of the agreements entered into between the Company and Mr.
Jenkins in connection with his employment with the Company are filed as exhibits
to this Report.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

(a) Financial Statements of Business Acquired.

None required.

(b) Pro Forma Financial Information.

None required.

See Exhibit Index appearing elsewhere herein, which is incorporated herein
by such reference.

<PAGE>

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

Dated: May 6, 1998

BOSTON CHICKEN, INC.

By: /s/ Michael R. Daigle
----------------------------
By: Michael R. Daigle
Title: Senior Vice President
<PAGE>

BOSTON CHICKEN, INC.

EXHIBIT INDEX
<TABLE>
<CAPTION>

Exhibit Number Description
<C> <S>
10.1 Consulting Agreement dated as of May 1, 1998 by and between the Company and Saad J. Nadhir.

10.2 Termination Agreement dated as of May 1, 1998 by and between the Company and Scott A. Beck.

10.3 Transition and Consulting Agreement dated as of May 1, 1998 by and between the Company and
Mark W. Stephens.

10.4 Executive Employment Agreement dated as of May 1, 1998 by and between the Company and
J. Michael Jenkins.

10.5 Indemnification Agreement dated as of May 1, 1998 by and between the Company and
J. Michael Jenkins.

10.6 Non-Qualified Stock Option Agreement dated as of May 1, 1998 by and between and
the Company and J. Michael Jenkins.
</TABLE>

<PAGE>

Exhibit 10.1

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT is made and effective as of May 1, 1998, by
and between SAAD J. NADHIR (the "Consultant") and BOSTON CHICKEN, INC., a
Delaware corporation (the "Company").

WITNESSETH:

WHEREAS, the Consultant has been serving as the Chief Executive
Officer and Co-Chairman of the Board of Directors (the "Board") of the Company,
and has tendered his resignation as an employee, officer and director of the
Company effective as of the date hereof.

WHEREAS, the Consultant desires to continue serving the Company as an
independent consultant; and

WHEREAS, the Company desires to retain the Consultant to serve as an
independent consultant to the Company upon the terms and conditions set forth
herein.

NOW, THEREFORE, in consideration of the mutual premises and covenants
contained herein, it is hereby agreed by the parties hereto as follows:

1. Retention and Duties of the Consultant. During the Term (as
defined in Section 2 below) the Company agrees to retain the Consultant, and
the Consultant agrees to be retained by the Company, to facilitate the
transition of the Office of Chairman and Chief Executive Officer of the Company
to J. Michael Jenkins, and to perform such other duties commensurate with the
Consultant's expertise and experience as the Chairman of the Board/CEO may
reasonably request. The Company agrees that the Consultant shall be permitted to
engage in other activities (including employment) during the Term, and
acknowledges that he likely will have a substantial commitment of time and
effort in connection with such other activities.

2. Term. The term of this Agreement (the "Term") shall commence as
of the date hereof and continue through December 31, 1998, unless earlier
terminated as set forth below.

3. Consulting Fees and Benefits.

3.1 Consulting Fees. For all services to be rendered by the
Consultant hereunder, the Company agrees to pay the Consultant consulting fees
equal to $400,000 per annum during the Term, payable in equal bi-weekly
installments throughout the Term.

3.2 Outstanding Options. The Company confirms that the Stock Option
Committee of the Board has taken all necessary action so that all stock options
awarded to the Consultant under the Company's stock option plans or otherwise to
purchase shares of the Company's Common Stock shall continue to vest as provided
in Exhibit A attached

<PAGE>

hereto, regardless of the status of the Consultant's relationship with the
Company. Further, all stock options awarded to the Consultant will remain
outstanding and exercisable by the Consultant until January 19, 2003, and the
terms and conditions of each such stock option are hereby modified to the extent
necessary to provide therefor.

3.3 Medical, Life, and Dental Benefits. During the Term, the Company
shall, at its option, either cause the Consultant to maintain his currently
existing medical, life insurance and dental benefits under the applicable plans
of the Company on the same terms and conditions (including, without limitation,
any provisions concerning payment of premiums, deductibles, and co-payments)
that apply to senior officers of the Company, or shall reimburse the Consultant
in an amount equal to $575.00 per month for the cost of obtaining comparable
coverage.

3.4 Office and Support. The Consultant shall be provided with an
office and secretarial support at the Company's principal offices in Golden,
Colorado during the Term.

4. Reimbursement of Business Expenses. The Company shall reimburse
the Consultant for reasonable, out-of-pocket, direct expenses incurred in
connection with the Consultant's services for the Company rendered pursuant to
this Agreement, promptly upon presentation by the Consultant of appropriate
vouchers to the Company, and in accordance with the Company's reimbursement
policies. The expenses contemplated herein include, but are not limited to,
lodging, first-class airfare, and similar direct expenses incurred in
furtherance of the Company's business. In addition, the Company shall reimburse
the Consultant for reasonable attorneys' fees incurred in connection with the
negotiation of this Agreement, any challenge by any party to this Agreement,
and/or any act necessary to enforce this Agreement. Such attorneys' fees shall
be reimbursed promptly upon request by the Consultant.

5. PFCI Note. The Company agrees to prepay in full all amounts then-
owing pursuant to the Promissory Note (the "PFCI Note") delivered by the
Company to the Consultant dated August 27, 1997 and modified on November 7, 1997
in the principal amount of $1,590,740 within ten business days after the Company
receives one or more infusions of capital aggregating $70,000,000. Except as
provided in the preceding sentence, all other terms of the PFCI Note shall
remain in full force and effect.

6. Termination.

6.1 Consultant Option. The Consultant shall have the option to
terminate the Term at any time by written notice of termination given to the
Company at least 60 days in advance of the termination date stated in such
notice.

6.2 Company Option. The Company shall have the option to terminate
the Term, effective upon notice of such termination to the Consultant, in the
event of the willful refusal to perform or substantial neglect of the duties
assigned to the Consultant pursuant to Section 1 hereof.

-2-

<PAGE>

7. Indemnification.

7.1 Indemnification. In the event the Consultant is or has been made
a party or is or has been threatened to be made a party to or is involved in any
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative (hereinafter a "Proceeding"), by reason of the fact that he is or
was a director, officer, or employee of, or consultant to, the Company, or is or
was a director, officer, or employee of, or consultant to, the Company and is or
was serving at the request of the Company as a director, officer, or employee of
another corporation or of a partnership, limited liability company, joint
venture, trust, or other enterprise, including service with respect to employee
benefit plans, whether the basis of such Proceeding is alleged action or
inaction in an official capacity as such a director, officer, employee,
consultant, or in any other capacity while serving as such a director, officer,
employee, or consultant, he shall be indemnified and held harmless by the
Company to the fullest extent authorized by applicable law as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Company to provide broader
indemnification rights then said law permitted the Company to provide prior to
such amendment), against all expense, liability, and loss (including, without
limitation, attorneys' fees for counsel selected by the Consultant, judgments,
fines, ERISA excise taxes or penalties, and amounts paid or to be paid in
settlement) reasonably incurred or suffered by the Consultant in connection
therewith, and such right to indemnification shall continue after the Term and
shall inure to the benefit of the Consultant's heirs, executors, and
administrators. The right to indemnification conferred hereunder shall include
the right to be paid by the Company the expenses incurred in defending any such
Proceeding in advance of its final disposition; provided, however, that if
applicable law requires, the payment of such expenses incurred by the Consultant
in his capacity as a director or officer (and not in any other capacity in which
service was or is rendered by the Consultant while a director or officer,
including, without limitation, service to an employee benefit plan), in advance
of the final disposition of a Proceeding shall be made only upon delivery to the
Company of an undertaking, by or on behalf of the Consultant, to repay all
amounts so advanced if it shall ultimately be determined that the Consultant is
not entitled to be indemnified under this Section or otherwise. The Company
agrees to notify the Consultant promptly upon learning of any Proceeding to
which the Consultant has been made a party or is or has been threatened to be
made a party or is involved.

7.2 Nonexclusive Rights. The right to indemnification and the payment
of expenses incurred in defending a Proceeding in advance of its final
disposition conferred in this Section 7 shall not be exclusive of any other
right which the Consultant may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation of the Company, Bylaw, agreement,
vote of stockholders or disinterested directors of the Company, or otherwise
including, without limitation, the Letter Agreement between the Company and the
Consultant dated January 19, 1998.

8. Access to Property, Records, and Employees. During the Term and
thereafter, upon reasonable prior notice and as requested by the Consultant, the
Company will afford to the Consultant such cooperation of the officers,
directors, employees, and consultants of the Company as is reasonably necessary
or desirable to enable the

-3-

<PAGE>

Consultant to perform the services to be provided hereunder and to investigate
or defend any Proceeding to which the Consultant has been or may be made a party
as a result of services provided as an officer, director, employee, or
consultant to the Company prior to, during, or after the Term.

9. Survival. The provisions of Sections 3-5 and 7-17, shall survive the
termination of this Agreement and remain enforceable according to their terms.

10. Severability. The invalidity or unenforceability of any provision of
this Agreement shall in no way affect the validity or enforceability of any
other provisions hereof.

11. Notices. All notices, demands, and requests required or permitted to
be given under the provisions of this Agreement, shall be deemed duly given if
made in writing and delivered personally or mailed by postage prepaid, certified
or registered mail, return receipt requested, accompanied by a second copy sent
by ordinary mail, which notices shall be addressed as follows:

If to the Consultant: Saad J. Nadhir
1973 Keats Ct.
Highland Park, IL 60035

If to the Company: Boston Chicken, Inc.
P.O. Box 4086
Golden, CO 80401
Attn: General Counsel

By notifying the other party in writing, given as aforesaid, either party may
from time to time change his or its address or the name of any person to whose
attention notice is to be given, or may add another person to whose attention
notice is to be given, in connection with notice to such party.

12. Assignment and Successors. Neither this Agreement nor any of its
rights or duties hereunder may be assigned or delegated by the Consultant. This
Agreement may not be assigned by the Company without the consent of the
Consultant, except to any successor in interest which takes over all or
substantially all of the business of the Company as it is conducted at the time
of such assignment. Any corporation into or with which the Company is merged or
consolidated or which takes over all or substantially all of the business of the
Company shall be deemed to be a successor of the Company for purposes herein.
This Agreement shall be binding upon and, except as aforesaid, shall inure to
the benefit of the parties and their respective successors and permitted
assigns.

13. Integration. This Agreement, along with the other documents referred
to herein, contains the entire agreement of the parties hereto with respect to
its subject matter and supersedes all previous agreements between the parties
hereto, written or oral, expresses or implied, covering the subject matter
hereof. No representations, inducements, promises, or agreements, oral or
otherwise, not embodied herein, shall be of any force or effect.

-4-
<PAGE>

14. No Waiver. No waiver or modification of any of the provisions of this
Agreement shall be valid unless in writing and signed by or on behalf of the
party granting such waiver or modification. No waiver by any party of any breach
or default hereunder shall be deemed a waiver of any repetition of such breach
or default or shall be deemed a waiver of any other breach or default, nor shall
it in any way affect any of the other terms or conditions of this Agreement or
the enforceability thereof. No failure of either party to exercise any power
given him or it hereunder or to insist upon strict compliance by the other party
with any obligation hereunder, and no custom or practice at variance with the
terms hereof, shall constitute a waiver of the right of either such party to
demand strict compliance with the terms hereof.

15. Amendment. This Agreement may not be supplemented or rescinded except
by instrument in writing signed by the parties hereto after the date hereof.
Neither this Agreement nor any of the rights of either of the parties hereunder
may be terminated except as provided herein.

16. Governing Law. This Agreement shall be governed by and construed, and
the rights and obligations of the parties hereto enforced, in accordance with
the laws of the State of Illinois, without regard to conflict of law principles.

17. Headings. Section headings contained herein are for reference purposes
only and shall not in any way affect the meaning or interpretation of this
Agreement.

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

BOSTON CHICKEN, INC.

By: /s/ Michael Daigle
-------------------------------------
Its: Sr. VP & General Counsel

/s/ SAAD J. NADHIR
----------------------------------------
SAAD J. NADHIR

-5-
<PAGE>

EXHIBIT A
---------

Saad Nadhir
1973 Keats Court
Highland Park, IL 60035

Boston Chicken, Inc. Employee Stock Option Plan Run Date 04/16/98

As of 04/16/98 Page No. 1

Date of Options Options Option Date of Available
Grant Type of Grant Granted Outstanding Price Expir. Options Vested For Exercise
- ------- ------------- --------- ----------- ------- -------- ------------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
01/30/92 308,572 308,572 $1.4586 01/30/02 308,572 (Current) 308,572
03/04/92 240,000 240,000 $1.4384 03/04/02 240,000 (Current) 240,000
01/15/93 112,500 112,500 $3.3336 01/15/03 112,500 (Current) 112,500
11/10/97 25,000 25,000 $8.9375 11/10/07 0 (Current) 0
25,000 on 11/10/98
11/10/97 30,252 30,252 $8.9375 11/10/07 0 (Current) 0
15,126 on 11/10/98
15,126 on 11/10/99
11/10/97 86,376 86,376 $8.9375 11/10/07 0 (Current) 0
28,772 on 11/10/98
28,772 on 11/10/99
28,772 on 11/10/00
01/19/98 350,000 350,000 $6.6230 01/19/08 0 (Current) 0
87,500 on 01/19/99
87,500 on 01/19/00
87,500 on 01/19/01
87,500 on 01/19/02
01/19/98 400,000 400,000 $6.6250 01/19/08 0 (Current) 0
400,000 on 10/01/98
--------- ----------- ------------
Shares 1,552,640 1,552,640 661,072
</TABLE>

This summary supercedes any and all summaries previously delivered, is for
informational purposes only, and does not create any entitlement, ownership, or
other right to options or shares of Boston Chicken, Inc. regardless of whether
options or shares are listed above. Options may only be granted in accordance
with the Company's Employee Stock Option Plan, the Company's Stock Option Plan
for Non-Employee Directors, or action of the Company's Board of Directors or
other appropriate body are subject to the terms, vesting schedule, and
conditions of such plan or grant.

<PAGE>
EXHIBIT 10.2

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT is made and is effective as of April 30,
1998, by and between SCOTT A. BECK (the "Beck") and BOSTON CHICKEN, INC., a
Delaware corporation (the "Company").

W I T N E S S E T H:

WHEREAS, Beck has been serving as the President and Co-Chairman of the
Board of Directors (the "Board") of the Company, and has tendered his
resignation as an employee, officer and director of the Company effective as of
the date hereof.

WHEREAS, Beck and the Company have made certain agreements with
respect to such resignation.

NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, it is hereby agreed by the parties hereto as follows:

1. Outstanding Options. The Company confirms that the Stock Option Committee of
the Board has taken all necessary action so that all stock options awarded to
Beck under the Company's stock option plans or otherwise to purchase shares of
the Company's Common Stock shall continue to vest as provided in Exhibit A
attached hereto, regardless of the status of Beck's relationship with the
Company. Further, all stock options awarded to Beck will remain outstanding and
exercisable by him until November 10, 2001, and the terms and conditions of each
such stock option are hereby modified to the extent necessary to provide
therefor.

2. PFCI Note. The Company agrees to prepay in full all amounts then-owing
pursuant to the Promissory Note (the "PFCI Note") delivered by the Company to
Beck dated August 27, 1997 and modified on November 7, 1997 in the principal
amount of $1,590,740 within ten business days after the Company receives one or
more infusions of capital aggregating $70,000,000. Except as provided in the
preceding sentence, all other terms of the PFCI Note shall remain in full force
and effect.

3. Indemnification.

A. Indemnification. In the event Beck is or has been made a party or is or
has been threatened to be made a party to or is involved in any action, suit, or
proceeding, whether civil, criminal, administrative, or investigative
(hereinafter a "Proceeding"), by reason of the fact that he is or was a
director, officer, or employee of, or consultant to, the Company, or is or was a
director, officer, or
<PAGE>

employee of, or consultant to, the Company and is or was serving at the request
of the Company as a director, officer, or employee of another corporation or of
a partnership, limited liability company, joint venture, trust, or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such Proceeding is alleged action or inaction in an official
capacity as such a director, officer, employee, consultant, or in any other
capacity while serving as such a director, officer, employee, or consultant, he
shall be indemnified and held harmless by the Company to the fullest extent
authorized by applicable law as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the Company to provide broader indemnification rights then said law
permitted the Company to provide prior to such amendment), against all expense,
liability, and loss (including, without limitation, attorneys' fees for counsel
selected by Beck, judgments, fines, ERISA excise taxes or penalties, and amounts
paid or to be paid in settlement) reasonably incurred or suffered by Beck in
connection therewith, and such right to indemnification shall inure to the
benefit of Beck's heirs, executors, and administrators. The right to
indemnification conferred hereunder shall include the right to be paid by the
Company the expenses incurred in defending any such Proceeding in advance of its
final disposition; provided, however, that if applicable law requires, the
payment of such expenses incurred by Beck in his capacity as a director or
officer (and not in any other capacity in which service was or is rendered by
Beck while a director or officer, including, without limitation, service to an
employee benefit plan), in advance of the final disposition of a Proceeding
shall be made only upon delivery to the Company of an undertaking, by or on
behalf of Beck, to repay all amounts so advanced if it shall ultimately be
determined that Beck is not entitled to be indemnified under this Section or
otherwise. The Company agrees to notify Beck promptly upon learning of any
Proceeding to which Beck has been made a party or is or has been threatened to
be made a party or is involved.

B. Nonexclusive Rights. The right to indemnification and the payment of
expenses incurred in defending a Proceeding in advance of its final disposition
conferred in this Section 3 shall not be exclusive of any other right which Beck
may have or hereafter acquire under any statute, provision of the Certificate of
Incorporation of the Company, Bylaw, agreement, vote of stockholders or
disinterested directors of the Company, or otherwise.

4. Severability. The invalidity or unenforceability of any provision of this
Agreement shall in no way affect the validity or enforceability of any other
provisions hereof.

5. Notices. All notices, demands, and requests required or permitted to be
given under the provisions of this Agreement, shall be deemed duly given if made
in writing and delivered personally or mailed by postage prepaid, certified or
registered mail, return receipt requested, accompanied by a second copy sent by
ordinary mail, which notices shall be addressed as follows:
<PAGE>

If to Beck: Scott A. Beck
______________________________
______________________________

If to the Company: Boston Chicken, Inc.
P.O. Box 4086
Golden, CO 80401
Attn: General Counsel

6. Integration. This Agreement, along with the other documents referred to
herein, contains the entire agreement of the parties hereto with respect to its
subject matter and supersedes all previous agreements between the parties
hereto, written or oral, express or implied, covering the subject matter hereof.
No representations, inducements, promises, or agreements, oral or otherwise, not
embodied herein, shall be of any force or effect.

7. No Waiver. No waiver or modification of any of the provisions of this
Agreement shall be valid unless in writing and signed by or on behalf of the
party granting such waiver or modification. No waiver by any party of any breach
or default hereunder shall be deemed a waiver of any repetition of such breach
or default or shall be deemed a waiver of any other breach or default, nor shall
it in any way affect any of the other terms or conditions of this Agreement or
the enforceability thereof. No failure of either party to exercise any power
given him or it hereunder or to insist upon strict compliance by the other party
with any obligation hereunder, and no custom or practice at variance with the
terms hereof, shall constitute a waiver of the right of either such party to
demand strict compliance with the terms hereof.

8. Amendment. This Agreement may not be supplemented or rescinded except by
instrument in writing signed by the parties hereto after the date hereof.
Neither this Agreement nor any of the rights of either of the parties hereunder
may be terminated except as provided herein.

9. Governing Law. This Agreement shall be governed by and construed, and the
rights and obligations of the parties hereto enforced, in accordance with the
laws of the State of Colorado, without regard to conflict of law principles.

10. Headings. Section headings contained herein are for reference purposes only
and shall not in any way affect the meaning or interpretation of this Agreement.

<PAGE>

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

BOSTON CHICKEN, INC.

By: /s/ Michael Daigle /S/ Scott A. Beck
------------------------------ --------------------------
Its: Sr. V.P. & General Counsel SCOTT A. BECK
<PAGE>

SCOTT A. BECK
809 11th Street
Boulder, CO 80302

Boston Chicken, Inc. Employee Stock Option Plan Run Date 04/16/98

As of 04/16/98 Page No. 1
<TABLE>
<CAPTION>

05/01/92 225,000 225,000 $1.6667 05/01/02 225,000 (Current) 225,000

01/15/93 112,500 112,500 $3.3334 01/15/03 112,500 (Current) 112,500

11/10/97 25,000 25,000 $8.9375 11/10/07 0 (Current) 0
25,000 on 11/10/98

11/10/97 30,252 30,252 $8.9375 11/10/07 0 (Current) 0
15,126 on 11/10/98
15,126 on 11/10/99

11/10/97 111,758 111,758 $8.9375 11/10/07 0 (Current) 0
167,010 37,252 on 11/10/98
37,253 on 11/10/99
37,253 on 11/10/00
------- ----------- ------------
Shares 744,510 744,510 577,500
</TABLE>

This summary supercedes any and all summaries previously delivered, is for
informational purposes only, and does not create any entitlement, ownership,
or other right to options or shares of Boston Chicken, Inc. regardless of
whether options or shares are listed above. Options may only be granted in
accordance with the Company's Employee Stock Option Plan, the Company's Stock
Option Plan for Non-Employee Directors, or action of the Company's Board of
Directors or other appropriate body are subject to the terms, vesting schedule,
and conditions of such plan or grant.

<PAGE>

EXHIBIT 10.3

TRANSITION AND CONSULTING AGREEMENT

This Transition and Consulting Agreement (the "Agreement") is entered into
as of the 30th day of April, 1998, by and between Boston Chicken, Inc., a
Delaware corporation (the "Company") and Mark W. Stephens ("Stephens").

RECITALS

A. Stephens was employed by the Company in the capacity of Chief Financial
Officer and served as the Vice Chairman of the Company's board of directors.

B. Stephens has, on this date, resigned as Chief Financial Officer, Vice
Chairman of the Board of Directors and as an employee and a member of the board
of directors, and the Company desires to engage Stephens as a consultant of the
Company on the terms and conditions set forth below.

AGREEMENT

For and in consideration of the foregoing Recitals, which are incorporated
herein as part of this Agreement, the mutual covenants, terms, conditions and
agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and sufficiency of which are specifically acknowledged, the parties
hereto agree as follows:

1. Consulting Arrangement. Effective on the date hereof and continuing
through January 31, 2000 (the "Term of Consultation"), the Company engages
Stephens to render certain consulting services to the Company in Golden,
Colorado. Such consulting services shall include such services as may be
mutually agreed upon from time to time by the Company and Stephens in connection
with the projects (the "Projects") described in paragraph 3 below (the
"Consulting Services"). The Consulting Services may also include other advice
and consultation regarding the financial affairs of the Company. Stephens shall
devote such time and efforts as reasonably necessary, appropriate and as
requested by Company in serving as team leader for the Projects and any other
consulting services agreed to by Stephens and Company. The Company agrees that
this Agreement shall in no way restrict Stephens' ability to undertake any
business or other activities, including, without limitation, full-time
employment in the food or restaurant industries, provided such activities and
employment are consistent with the terms of that certain Confidentiality and
Non-Compete Agreement dated as of November 15, 1993 by and between the Company
and Stephens (the "Confidentiality and Non-Compete Agreement").

2. The Projects. The Projects shall consist of the following:

a. Acting as team leader for the transaction involving the acquisition by
the Company of BC Equity Funding, L.L.C. and Market Partners, L.L.C.
(the "pool preferred transaction");
<PAGE>

b. Acting as team leader for the acquisition of FAD minority equity
interests remaining outstanding after completion of the pool preferred
transaction;

c. To the extent deemed necessary by and at the request of the Company,
acting as team leader with respect to any modification to or
enhancement of the Company's senior credit facility;

d. Acting as team leader with respect to generation of a new cash infusion
in the Company in the form of a sale of assets or newly issued
securities.

The terms and conditions of each of the Projects shall be subject to the
final approval of the Company, which approval the Company may grant or refuse at
its sole discretion.

3. Payments to Stephens. In full satisfaction of any obligations the
Company may have to Stephens relating in any way to his employment at the
Company and for performing the Consulting Services pursuant to this Agreement,
the Company agrees to pay to Stephens the following:

a. Upon execution of this Agreement, the Company shall pay Stephens the
sum of $250,000 (the "Base Fee"). The Base Fee shall represent
Stephens' base fee for Consulting Services to be rendered during the
period beginning on the date of this Agreement and ending on January
31, 1999. Thereafter, the Base Fee shall be an amount agreed upon by
the Company and Stephens, commensurate with the nature and extent of
the Consulting Services to be rendered during such period.

b. In addition to the Base Fee, the Company shall pay to Stephens the
following incentive fees (the "Incentive Fee"), payable as and when set
forth below:

1. For that portion of the Consulting Services rendered in connection
with the Project described in Section 2(a) above, upon completion
and closing of the pool preferred transaction, the Company shall
pay to Stephens on the date of closing $400,000 in cash in a lump
sum payment;

2. For that portion of the Consulting Services rendered in connection
with the Project described in Section 2(b) above, upon closing of
the acquisitions by the Company of each FAD minority equity
interest, the Company shall pay to Stephens on the date of each
closing $15,000 in cash in a lump sum payment;

3. For that portion of the Consulting Services rendered in connection
with the Project described in Section 2(c) above, upon the closing
of any transaction which modifies or enhances the Company's senior
credit facility, to the extent deemed necessary by the Company, the
Company shall pay to Stephens on the date of closing $500,000 in
cash in a lump sum payment;

4. For that portion of the Consulting Services rendered in connection
with the Project described in Section 2(d) above, upon the closing
of a transaction

2
<PAGE>

which results in a cash infusion to the Company, the Company shall
pay to Stephens on the date of closing an amount equal to 1% of the
net amount of such cash proceeds received by the Company from such
infusion in cash in a lump sum payment.

c. In addition, the Company will reimburse Stephens for the costs of
Stephens' continued participation in the Company-sponsored group
health, medical and dental plans at Stephens' current level of coverage
under the Consolidated Omnibus Budget Reconciliation Act ("COBRA")
through the earlier of January 31, 1999, or until Stephens is eligible
to obtain coverage under an applicable policy of insurance provided by
a subsequent employer. The foregoing is expressly subject to Stephens'
acceptance of, and continued adherence with, all of the terms and
conditions of this Agreement. In no event shall the Company reimburse
Stephens for COBRA benefits beyond January 31, 1999. Stephens agrees to
give the Company notice within five (5) days of obtaining full-time
employment with another employer. Company's obligation to pay or
reimburse any sums under this Agreement shall cease immediately upon a
material breach by Stephens of any of the covenants contained herein.

5. Reasonable Business Expenses. The Company shall pay or reimburse
Stephens for all documented expenses incurred by Stephens in the course of
performing the Consulting Services. Stephens shall submit expense reports
accompanied by receipts and other appropriate substantiation for all items of
business expenses for which payment or reimbursement is sought in accordance
with the Company's standard policies and practices.

6. Office Space and Support. Stephens shall be provided, at the Company's
expense, with an office and secretarial support at the Company's principal
offices in Golden, Colorado through January 31, 1999.

7. Non-Solicitation of Employees. Stephens agrees that, commencing on the
date of this Agreement and ending on the 2nd anniversary of such date, he will
not directly or indirectly employ or seek to employ any person who is employed
by Company, its subsidiaries or affiliates or by any area developer or
franchisee of Company, nor induce or attempt to induce any such person to leave
said employment without the prior written consent of such person's employer.

8. Release. (a) Stephens hereby acknowledges and agrees that the payments
by and obligations of the Company described herein (including the payments by
the Company described in paragraph 3 hereof) are in partial consideration of his
release of the Company, its subsidiaries and area developers and their
respective officers, directors, employees, agents, representatives and insurers
(collectively, the "Released Parties") of any right to bring any legal claim
against the Released Parties of any nature related in any way, directly or
indirectly, to his employment relationship with the Company, including his
separation from employment or his investment in BC Equity Funding, L.L.C.,
Market Partners, L.L.C. or Bagel Store Development Funding L.L.C. This release
is intended to be interpreted in the broadest possible manner, to include all
actual or potential legal claims that Stephens may have against the Released
Parties, except as specifically provided otherwise herein. Specifically,
Stephens acknowledges and agrees that he,

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<PAGE>

for himself and his successors, assigns and legal representatives, fully and
forever releases and discharges the Released Parties, and each of them, from and
against any and all claims, liabilities, demands, obligations, damages, actions,
or causes of actions of any nature or type whatsoever, whether or not presently
known, including claims, liabilities, demands, obligations, damages, actions or
causes of actions if based in whole or part on acts or omissions occurring
before he delivers this release to the Company, in any way relating to his
employment with the Company, including his separation from employment or his
investment in BC Equity Funding, L.L.C., Market Partners, L.L.C. or Bagel Store
Development Funding, L.L.C., except for his rights described in this Agreement,
any vested rights in Company's pension plans, rights under the Company's
Director and Officer Insurance Policy and under the indemnification provisions
of the Company's Certificate of Incorporation, in each case as they relate to
his duties and service as an officer or director (as applicable) of the Company,
and his COBRA, unemployment compensation and worker's compensation rights, if
any. Stephens acknowledges and agrees that the legal rights and claims that he
is giving up include, but are not limited to, his rights, if any, under all
state and federal statutes that protect him from discrimination in employment on
the basis of sex, race, national origin, religion, disability and age, such as
the Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights
Act of 1964, as amended, the Rehabilitation Act of 1973, the Americans With
Disabilities Act, the Family and Medical Leave Act, the Equal Pay Act, and the
Colorado Civil Rights Act, as well as all common law rights and claims, such as
breach of contract, express or implied, tort, whether negligent or intentional,
wrongful discharge and any claim for fraud, omission or misrepresentation
against the Released Parties. The release provided in this section shall become
null and void in the event the Company breaches this Agreement.

(b) In the event that Stephens, or any of his successors, assigns or legal
representatives brings any action or legal claim against the Released Parties
that he has released herein, he will be in material breach of this Agreement and
will be obligated to pay, among other fees and expenses, all legal fees and
other costs and expenses incurred by any of the Released Parties in defending
such action or legal claim.

(c) Stephens acknowledges that he has been advised to consult a lawyer
concerning this Agreement and that he has up to 21 days after he has received
this Agreement to consider whether to sign it. In addition, after he has signed
and delivered this Agreement to the Company, it will not be effective or
enforceable until the end of the 7th day following Company's receipt of the
signed Agreement (the "Revocation Period"). During the Revocation Period,
Stephens may revoke this Agreement, without reason and in his sole judgment, but
he may do so only by delivering a written notice of revocation to the Company as
provided in paragraph 21. If the Company does not receive Stephens' written
notice of revocation by the end of the Revocation Period, then this Agreement
will become legally enforceable and Stephens may not thereafter revoke it.

9. Indemnification. Pursuant to resolution of the Board of Directors of
the Company, during the period Stephens is a consultant hereunder, Stephens
shall be indemnified by the Company as provided in its certificate of
incorporation to the same extent as directors and officers of the Company are
entitled to be indemnified thereunder, even though Stephens is not an officer or
director of the Company.

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<PAGE>

10. Confidentiality and Non-Compete Agreement. Stephens acknowledges that
the Confidentiality and Non-Compete Agreement remains in full force and effect
and that any breach of that agreement shall be deemed to be a breach of this
Agreement which shall terminate any obligations on the part of the Company to
pay or reimburse, from the date of such breach, any amounts due or accruing
under this Agreement.

11. Interest in Options to Acquire Common Stock of the Company and
Einstein/Noah Bagel Corporation. The Company and Stephens agree that all of his
options to acquire (a) from the Company shares of common stock of the Company or
(b) from Einstein/Noah Bagel Corporation ("ENBC") shares of common stock of such
company shall continue to vest pursuant to the plans under which they were
granted through January 31, 2000. Stephens will have one year following such
date within which to exercise all options which have vested as of such date.

12. Future Cooperation. Stephens agrees to cooperate in good faith with
the Company in any third-party litigation instituted by or against the Company
with respect to matters which occurred during the period in which Stephens was
employed by or served as a director or officer of the Company. The Company
agrees to reimburse Stephens for reasonable expenses incurred by him in
connection with such cooperation with respect to such matters.

13. Independent Contractor. Stephens shall be considered an independent
contractor for purposes of this Agreement, and in connection therewith, except
as specifically provided in paragraph 3 hereof, shall not be entitled to
employee benefits normally associated with employment of individuals by the
Company. Stephens shall assume all liabilities for all taxes on any amounts
received by him hereunder, and except as specifically provided in paragraph 3
hereof, the Company shall not be required to, but may if legally required,
withhold taxes on such amounts.

14. Communications. Stephens and the Company each agree not to disparage,
or otherwise speak negatively of, the other. The Company further agrees to use
reasonable best efforts to cause its directors, officers and employees not to
disparage, or otherwise speak negatively of, Stephens. Stephens further agrees
not to disparage, or otherwise speak negatively of, any Company service-marked
or trademarked concept, or past or present employee, officer or director of the
Company. Stephens agrees to provide the Company the opportunity to review any
press release to be issued by Stephens that mentions the Company.

15. Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such a manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision will be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of the Agreement.

16. Descriptive Headings. The descriptive headings used herein are
inserted for convenience only and do not constitute a part of this Agreement.

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<PAGE>

17. Governing Law. This Agreement and the rights and obligations of the
parties hereto shall be governed, construed and enforced in accordance with the
internal laws of the state of Colorado applicable to contracts made and to be
performed therein.

18. Complete Agreement. This Agreement, the Confidentiality and Non-
Compete Agreement and any applicable Stock Option Plans embody the complete
agreement and understanding between the parties with respect to the subject
matter hereof, and supersede and preempt any prior understanding, agreement, or
representation by or between the parties, written or oral, which may have
related to the subject matter hereof.

19. Amendment. The parties hereto may amend, modify and supplement this
Agreement in such a manner as may be agreed upon by them in writing.

20. Waiver. The waiver by either party of a breach of any provision of
this Agreement by the other party shall not operate or be construed as a waiver
of any subsequent breach by such other party.

21. Notices. Any notice, request, information or other document to be
given hereunder shall be in writing and delivered personally, sent by facsimile
transmission or registered or certified mail, postage prepaid, or overnight
delivery service, as follows:

If to the Company:

Boston Chicken, Inc.
14123 Denver West Parkway
Golden, CO 80401
Attention: General Counsel
Facsimile: (303) 216-5234

If to Stephens:

Mark W. Stephens
5620 Bellaire Court
Greenwood Village, Colorado

Either party may change the address to which notices hereunder are to be sent to
it by giving written notice of such change of address in the manner herein
provided for giving notice.

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

BOSTON CHICKEN, INC.

By: /s/ Michael Daigle /s/Mark W. Stephens
----------------------------- ----------------------------
Its: Sr. VP & General Counsel MARK W. STEPHENS

<PAGE>

Exhibit 10.4

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the "Agreement") is made as of the 1st
day of May, 1998, by and between Boston Chicken, Inc., a Delaware corporation
(the "Company"), and J. Michael Jenkins, a resident of Littleton, Colorado (the
"Executive").

WHEREAS, simultaneously herewith, Executive has agreed to become a member
of the Board of Directors, Chairman, Chief Executive Officer and President of
the Company, and he and the Company have made it a condition of Executive
assuming those positions that Executive and the Company enter into this
Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants,
terms and conditions hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which are specifically
acknowledged, the parties hereto hereby agree as follows:

Section 1. Employment. Company hereby employs the Executive as Chairman,
Chief Executive Officer and President for a term of five (5) years from the date
hereof (the "Term" or "Employment Period") unless the Term is earlier terminated
pursuant to the provisions hereof. Executive hereby accepts employment from the
Company. Simultaneously with the execution of the Agreement the Company will
elect the Executive to its Board of Directors and the Board of Directors will
elect Executive as Chairman, Chief Executive Officer and President.

Section 2. The Executive's Duties.

The Executive hereby agrees to serve Company faithfully and honestly and to
use his best efforts and ability on behalf of Company in the position of
Chairman, Chief Executive Officer and President and, as a member of the Board of
Directors of the Company, to discharge the duties as Chairman, Chief Executive
Officer and President and shall perform such duties and services of an
executive, administrative and managerial nature, which duties are consistent
with his position in the Company, as shall be specified and designated from time
to time by the Board of Directors of the Company in connection with the business
and activities of the Company.

(a) During the Employment Period, the Company and/or the Board shall
delegate to the Executive, in his capacity as Chairman and Chief Executive
Officer, the widest latitude possible to develop and implement strategies,
procedures, policies and tactics designed to return the Company to sound
financial condition and solid operating performance and shall support the
Executive in such endeavors. The Company and/or the Board will not disseminate
information about the Company to the public without the Executive having a
reasonable period of time to review such information prior to the dissemination
thereof. Nothing in this paragraph is intended to abrogate any fiduciary
responsibility of the Board, and notwithstanding the foregoing, the Board and
its members shall be entitled at all times to act in a manner and to take such
actions as it and they believe to be in the best interests of the Company and
its shareholders, which actions shall not be deemed a breach of this paragraph.
<PAGE>

(b) Simultaneously with the execution hereof the Company shall (i) enter
into an Indemnification Agreement with Executive providing the fullest
indemnification (including advancement of expenses) legally possible and (ii)
the Executive will have the benefit of officer and director insurance and/or By-
Law and Articles of Incorporation indemnification provisions available to any
other director or officer of the Company.

(c) During the Term hereof, the Executive shall be employed by the Company
on a full-time basis and shall perform such duties and responsibilities on
behalf of the Company consistent with Executive's position of Chairman, Chief
Executive Officer and President as may be designated from time to time by the
Board of Directors. During the term hereof, the Executive shall devote his full
business time and his best efforts, business judgment, skill and knowledge
exclusively to the advancement of the business and interests of the Company and
its affiliates and to the discharge of his duties and responsibilities
hereunder. The Executive shall not engage in any other business activity or
serve in any industry, trade, professional, governmental or academic position
during the term of this Agreement, except as may be expressly approved in
writing, which approval shall not be unreasonably withheld, by the Board, as the
Company encourages participation by the Executive in community and charitable
activities generally considered to be in the public interest and the Company's
interest. In addition, the Company recognizes that the Executive may make
passive investments which will not interfere with his commitments and duties to
the Company.

(d) The Executive agrees to observe and comply with all lawful written
rules, regulations, policies and practices adopted by Company as they now exist
and as they may be duly and properly adopted or modified from time to time.

Section 3. Compensation and Benefits.

The Company desires to employ a chief executive officer that is an
experienced restaurant executive with significant expertise in working with
under-performing restaurant enterprises. The Company is an under-performing
restaurant enterprise. Executive is a nationally recognized restaurant
executive with significant experience in working with troubled or under-
performing companies. The compensation set forth below to be paid by Company to
Executive has been specifically negotiated between Executive and the Company,
has been approved by the Board of Directors of the Company and the Compensation
Committee thereof. The Company recognizes that the Executive is giving up
significant consideration to accept the position as Chairman, Chief Executive
Officer and President of the Company.

(a) In consideration for all services rendered by the Executive to Company
pursuant to this Agreement, including services as an officer, director, member
of any committee or in the performance of other like duties consistent with his
position of Chairman, Chief Executive Officer and President assigned to him by
the Board of Directors of the Company, Company hereby agrees to pay compensation
to the Executive as follows:

(i) A $5,000,000 cash signing bonus (the "Signing Bonus") payable as
follows:

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<PAGE>

(1) $3,000,000 cash upon the execution hereof;

(2) $2,000,000 cash upon the third anniversary date of the
execution hereof.

In the event of the death or disability of the Executive all Signing Bonus
payments received by Executive at the time of such death or disability shall
irrevocably vest in the Executive or Executive's estate and in the event of
Executive's death or disability any unpaid balance of the Signing Bonus shall be
paid to the Executive or Executive's estate upon the scheduled due date thereof.
In the event the Agreement with Executive shall be terminated by the Company
without Just Cause (as herein defined) or by the Executive with Just Grounds (as
herein defined) Executive shall retain any portion of the Signing Bonus received
at the time of such event and shall receive and be paid the remaining portion of
the Signing Bonus unpaid at the time of such termination upon the scheduled due
date thereof. In the event the Agreement shall be terminated by the Executive
without Just Grounds or by the Company with Just Cause then in any such event
the Executive shall forfeit any portion of the Signing Bonus not received by him
as of the date of termination without Just Grounds or termination with Just
Cause and under certain circumstances Executive may be obligated to repay a
portion of the Signing Bonus received by him as follows:

(1) In the event a termination for Just Cause or without Just Grounds
occurs within the first twelve (12) months after the date of this
Agreement the $3,000,000 Signing Bonus payment paid upon the execution
hereof shall be prorated over such 12 month period and Executive shall
be obligated to reimburse a portion of the Signing Bonus prorated to
the end of the month when termination occurs. For example and subject
to the tax adjustment provision herein set forth, if any such
termination occurred within month six (6) Executive would retain 1/2
or 6/12th's of the $3,000,000 and return $1,500,000 of the Signing
Bonus to the Company within thirty days of the date of termination or
if any such termination occurred in the month seven (7) of this
Agreement Executive would retain 7/12th's and reimburse 5/12th's of
the Signing Bonus.

(2) The $2,000,000 Signing Bonus to be paid upon the third anniversary
date of the execution hereof will not be prorated and shall not be
subject to the proration provisions hereof once paid to Executive.

In the event a portion of the Signing Bonus shall be returned to the
Company pursuant to paragraph (1) above, the amount reimbursed to the
Company by Executive shall be adjusted and reduced to take into
consideration the tax consequences to Executive and so that such tax
consequences shall be neutral to the Executive as a result of any such
reimbursement and Executive shall not be responsible for income taxes
or sums to be reimbursed to the Company.

In the event of a "Change of Control" as defined in the Company's 1997
Stock Option Plan the proration provisions hereof shall not be applicable and
the Signing Bonuses shall be paid to Executive on the dates scheduled for
payment.

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<PAGE>

(i) The term of the Agreement is five (5) years and Executive's base
salary beginning on the date this Agreement is signed and during the Term hereof
shall be $500,000 per year payable in equal bi-weekly installments in arrears.

(ii) Simultaneously with the execution of this Agreement, the
Executive is executing a stock option agreement under which he will be granted
stock options to purchase a total of 1,000,000 shares of the Company's common
stock (the "Stock Options") all in accordance with the terms of the Stock Option
Agreement attached hereto as Exhibit "A" and incorporated herein for all
purposes. The 1,000,000 stock option shall be granted and vest as follows:

(a) An option to purchase 1,000,000 common shares of the Company
shall be granted upon the execution hereof, which option shall
vest 25% (250,000 shares) a year commencing upon the first
anniversary date of the execution hereof and shall continue to
vest 25% (250,000 shares) a year on each anniversary date
thereafter until all 1,000,000 options to purchase common stock
as set forth in this Section 3(a)(iii)(a) are fully vested.

(b) The Stock Option Agreement shall provide for an acceleration of
vesting of all unvested options upon a Change of Control defined
in the 1997 Stock Option Plan. Pursuant to Section 8 of the 1997
Stock Option Plan the Committee, as defined in the Stock Option
Agreement, shall agree that in the event Executive's employment
is terminated by Executive with Just Grounds or by Company
without Just Cause as such terms are defined herein, then, in
such event, the vesting of all of Executive's unvested Stock
Options shall accelerate as if a "Change of Control" had
occurred.

(iii) Executive shall be entitled to first class air travel and
lodging when he is traveling on Company business and shall be entitled to such
other fringe benefits as are paid to other senior executives of the Company.

(iv) The Company shall provide and maintain group medical, dental,
life and disability insurance benefits to the Executive as are provided to other
senior executives of the Company.

(v) The Executive shall receive from Company a paid vacation each
year in accordance with the present policy and practice of Company regarding
vacations for senior executives.

Section 4. Expenses. The Company shall pay or reimburse the Executive for
reasonable and necessary expenses incurred in the ordinary course of conducting
Company's business and in accordance with written policies established by the
Company. Executive shall submit expense reports accompanied by receipts and
other appropriate substantiation for all items of business expenses for which
payment or reimbursement is sought.

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<PAGE>

Section 5. Duration and Termination.

(a) The Executive's employment shall be for a Term of five years
commencing on the date hereof and ending on the date five (5) years later,
unless terminated at an earlier date pursuant to this Section 5.

(b) If during the Employment Period the Executive shall be unable to
perform his duties hereunder on account of illness or disability, he shall be
entitled to compensation in accordance with this Agreement providing that such
illness or disability lasts for less than six (6) months. In the event such
illness or disability lasts for more than a consecutive six (6) month period,
Executive shall be entitled to compensation in accordance with the sick leave
plan of the Company, if any, and shall be covered by the Company's disability
income policy, if any and Executive shall retain the Signing Bonus paid to that
date and shall be paid any unpaid balance thereof as herein provided in Section
3(a) hereof and in all other respects the Company's obligations under this
Agreement shall terminate.

(c) In the event of the Executive's death during his employment
hereunder, his compensation shall cease as of the last day of the full calendar
month following the month in which such event occurs, or the last day of the
Employment Period, whichever is earlier. The salary for the period following
the Executive's death shall be paid to his legal heirs or the representative of
his estate and Executive's estate shall retain the Signing Bonus paid to that
date and shall be paid any unpaid balance thereof as herein provided in Section
3(a) hereof and in all other respects the Company's obligations under this
Agreement shall terminate.

(d) In the event the Executive voluntarily terminates his employment
without Just Grounds for any reason, his right to all compensation shall cease
as of the end of the month of the date of termination of his employment. "Just
Grounds" shall mean (a) resignation by the Executive due to (i) a material
breach of this Agreement by the Company and the Company has failed to cure its
breach of this Agreement within thirty (30) days after the Company receives
written notice thereof, or (ii) the Executive's duties, authority or
responsibilities as Chairman and Chief Executive Officer and a member of the
Board of Directors have been materially diminished other than actions taken in
connection with a termination of Executive's employment for Just Grounds.

(e) In the event (i) this Agreement and the Executive's employment
shall be terminated without Just Cause (as hereinafter defined) or (ii)
Executive terminates his employment with Just Grounds, the Executive shall
receive the greater of two times his then current annual salary or $5,000,000
less the amount of any Signing Bonus previously paid to the Executive, which
remaining unpaid portion of the Signing Bonus shall be paid to Executive on the
due date thereof.

(f) In the event the Board of Directors determines that this
Agreement and the Executive's services hereunder should be terminated with Just
Cause, the Executive's right to all compensation and benefit shall cease as of
the end of the month of the date of termination of his employment. In such
event, the Executive shall be entitled only to such rights as shall have vested
prior to such termination or violation, and he shall not be entitled to any
future cash or

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<PAGE>

non-cash compensation, benefits or termination pay. For purposes of this
Agreement, termination for "Just Cause" shall mean (a) a termination due to (i)
a material breach of this Agreement by the Executive, (ii) willful or gross
neglect of duties for which employed or (iii) willful misconduct or gross
negligence in the performance of such duties, all of such facts to be determined
in good faith by the Board of Directors of the Company after Executive has been
given written notice of his purported material breach of this Agreement, willful
misconduct or gross negligence and has failed to cure his breach of this
Agreement or alter his inappropriate conduct within thirty (30) days after
Executive's receiving such written notice, or (b) a termination due to
Executive's committing a felony for which he is convicted with no further rights
of appeal.

(g) Notwithstanding anything above, if the Executive's employment is
terminated by the Company within 180 days after a "Change in Control" (as
defined in the Company's 1997 Stock Option Plan) has occurred, Executive shall
be entitled to receive all unpaid compensation to be paid hereunder for the
remainder of the term hereof on the due dates thereof and all stock options
granted to him pursuant to the Stock Option Agreement shall accelerate and
irrevocably vest in Executive.

Section 6. Governing Law and Arbitration.

(a) Any controversy or claim arising out of or relating to this
Agreement or its interpretation, construction or any breach thereof, or any
relationship between the parties hereto, whether such claim is grounded in
common law or statutory law, shall be settled exclusively by arbitration in the
State of Colorado, in accordance with the then-applicable rules of the American
Arbitration Association, and judgment upon the award rendered may be entered in
any court of competent jurisdiction.

(b) The failure or refusal of either party to submit to arbitration
in accordance with this provision shall be deemed a breach of this Agreement. If
either party seeks and secures judicial intervention requiring enforcement of
this arbitration provision, such party shall be entitled to recover from the
other party all costs and expenses, including reasonable attorneys' fees, that
it was thereby required to incur.

Notwithstanding anything to the contrary herein contained, neither
party shall pursue this arbitration remedy without thirty (30) days prior
written notice, which 30 day period shall be available for informal dispute
resolution discussions.

Section 7. Non-Assignment. The Executive shall have no right to assign
any of the rights, nor to delegate any of the duties, created by this Agreement,
and any assignment or attempted assignment of the Executive's rights, and any
delegation or attempted delegation of the Executive's duties, shall be null and
void. In all other respects, this Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective heirs,
beneficiaries, personal representatives, successors, assigns, officers and
directors.

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<PAGE>

Section 8. Authorization, Validity and No Conflict.

(a) The execution, delivery and performance by the Company of this
Agreement and the consummation of the employment of Executive and the payment of
the consideration set forth herein has been duly authorized by the Board of
Directors of the Company and constitutes a valid and legally binding obligation
of the Company enforceable in accordance with the terms hereof. The execution,
delivery and performance by the Company of this Executive Employment Agreement
will not violate the terms of any agreement or obligation of the Company.

(b) Executive represents and warrants to the Company that he is not
prohibited or restricted from executing, delivering and performing under this
Agreement, that this Agreement constitutes the valid and legally binding
obligation of the Executive enforceable in accordance with its terms, and that
the execution, delivery and performance by the Executive will not violate the
terms of any other agreement or obligation of the Executive.

Section 9. Severability. If any portion or provision of this Agreement
shall to any extent be declared illegal or unenforceable by a court of competent
jurisdiction, then the remainder of this Agreement, or the application of such
portion or provision in circumstances other than those to which it is so
declared illegal or unenforceable, shall not be affected thereby, and each
portion and provision of this Agreement shall be valid and enforceable to the
fullest extent permitted by law.

Section 10. Waiver. No waiver of any provision hereof shall be effective
unless made in writing and signed by the waiving party. The failure of either
party to require the performance of any term or obligation of this Agreement, or
the waiver by either party of any breach of this Agreement, shall not prevent
any subsequent enforcement of such term or obligation or be deemed a waiver of
any subsequent breach.

Section 11. Notices. All notices pursuant to this Agreement shall be in
writing.

a. Notice to Executive. A notice to Executive shall be sufficient in all
respects if delivered, or mailed by first class registered or certified mail,
postage and fees prepaid, or sent by an established, reputable courier service,
addressed to the following or such other address as provided by written notice
made pursuant to this Section 11:

If to Executive: J. Michael Jenkins
8393 Peninsula Drive
Littleton, Colorado 80120

7
<PAGE>

With copy to: Cecil Schenker, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
300 Convent, Suite 1500
San Antonio, Texas 78205

b. Notice to Company. A notice to Company shall be sufficient in all
respects if delivered, or mailed by first class registered or certified mail,
postage and fees prepaid, or sent by an established, reputable courier service,
addressed to the following or such other address provided by written notice made
pursuant to this Section 12:

If to Company: Boston Chicken, Inc.
14123 Denver West Parkway
P.O. Box 4086
Golden, Colorado 80401-4086
Attn: General Counsel

With copy to: John H. Muehlstein, Esq.
Pedersen & Houpt
161 North Clark, Suite 3100
Chicago, Illinois 60601

Section 12. Entire Agreement. Except for that certain Confidentiality
Agreement previously executed by the Company and Executive, this Agreement
constitutes the entire agreement between the parties and supersedes all prior
communications, agreements and understandings, written or oral, with respect to
the terms and conditions of the Executive's employment.

Section 13. Amendment. This Agreement may be amended or modified only by
a written instrument signed by the Executive and by an expressly authorized
representative of the Company expressly authorized by the Board of Directors to
execute any such amendment.

Section 14. Headings. The headings and captions in this Agreement are for
convenience only and in no way define or describe the scope or content of any
provision of this Agreement.

8
<PAGE>

Section 15. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be an original and all of which together shall
constitute one and the same instrument.

Boston Chicken, Inc.

By: /s/ Michael R. Daigle
--------------------------------------------
Name: Michael R. Daigle
------------------------------------------
Its: Senior Vice President and General Counsel
-------------------------------------------

/s/ J. Michael Jenkins
-----------------------------------------------
J. Michael Jenkins

<PAGE>

Exhibit 10.5

INDEMNIFICATION AGREEMENT

This Agreement is made as of the 1st day of May, 1998, by and between
Boston Chicken, Inc., a Delaware corporation (the "Company"), and J. Michael
Jenkins, a resident of Littleton, Colorado (the "Indemnitee"), with reference to
the following facts:

A. The Company desires to hire Indemnitee as Chairman and Chief
Executive Officer and for Indemnitee to become a Director of the Company
and the Indemnitee wishes to continue to serve in such capacity.

B. Section 145 of the General Corporation Law of the State of
Delaware, under which Law the Company is organized, empowers corporations
to indemnify a person serving as a director, officer, employee or agent of
the corporation and a person who serves at the request of the corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, or other enterprise, and said Section
145 specifies that the indemnification set forth therein shall not be
deemed exclusive of any other rights to which those seeking Indemnification
may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.

C. The Company's Certificate of Incorporation and Bylaws expressly
provide for the indemnification of directors of the Company to the full
extent permitted by applicable law. The Indemnitee has indicated that he
does not regard the indemnities available under the Company's Certificate
of Incorporation and Bylaws as adequate to protect him against the risks
associated with his service to the Company. In this connection the Company
and the Indemnitee now agree they should enter into this Agreement in order
to provide greater protection to Indemnitee against such risks of service
to the Company.

D. In order to induce the Indemnitee to continue to serve as a
Director of the Company and in consideration of his continued service, the
Company hereby agrees to indemnify the Indemnitee as follows:

1. Indemnity. The Company will indemnify the Indemnitee, his executors,
administrators or assigns, for any Expenses (as defined below) which the
Indemnitee is or becomes legally obligated to pay in connection with any
Proceeding. As used in this Agreement the term "Proceeding" shall include any
threatened, pending or completed claim, action, suit or proceeding, (other than
actions brought by or in the right of the Company) or otherwise and whether of a
civil, criminal, administrative or investigative nature, in which the Indemnitee
may be or may have been involved as a party or otherwise, by reason of the fact
that Indemnitee is or was a director of the Company, by reason of any actual or
alleged error or misstatement or misleading statement made or suffered by the
Indemnitee, by reason of any action taken by him or of any inaction on his
<PAGE>

part while acting as such director or officer, or by reason of the fact that he
was serving at the request of the Company as a director, trustee, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise; provided, that in each such case Indemnitee acted in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Company, and, in the case of a criminal proceeding, in
addition had no reasonable cause to believe that his conduct was unlawful. With
respect to any action brought by or in the right of the Company, such Indemnitee
may also be indemnified, to the extent not prohibited by applicable laws or as
determined by a court of competent jurisdiction, against expenses actually and
reasonably incurred by him in connection with such action if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company. As used in this Agreement, the term "other
enterprise" shall include (without limitation) employee benefit plans and
administrative committees thereof, and the term "fines" shall include (without
limitations) any excise tax assessed with respect to any employee benefit plan.

2. Expenses. As used in this Agreement, the term "Expenses" shall
include, without limitation, damages, judgments, fines, penalties, settlements
and costs, attorneys' fees and disbursements and costs of attachment or similar
bonds, investigations, and any expenses of establishing a right to
indemnification under this Agreement.

3. Enforcement. If a claim or request under this Agreement is not paid by
the Company, or on its behalf, within thirty days after a written claim or
request has been received by the Company, the Indemnitee may at any time
thereafter bring suit against the Company to recover the unpaid amount of the
claim or request and if successful in whole or in part, the Indemnitee shall be
entitled to be paid also the Expenses of prosecuting such suit. The Company
shall have the right to recoup from the Indemnitee the amount of any item or
items of Expenses theretofore paid by the Company pursuant to this Agreement, to
the extent such Expenses are not reasonable in nature or amounts; provided,
however, that the Company shall have the burden of proving such Expenses to be
unreasonable. The burden of proving that the Indemnitee is not entitled to
indemnification for any other reason shall be upon the Company.

4. Subrogation. In the event of payment under this Agreement, the Company
shall be subrogated to the extent of such payment to all of the rights of
recovery of the Indemnitee, who shall execute all papers required and shall do
everything that may be necessary to secure such rights, including the execution
of such documents necessary to enable the Company effectively to bring suit to
enforce such rights.

5. Exclusions. The Company shall not be liable under this Agreement to
pay any Expenses in connection with any claim made against the Indemnitee:

(a) to the extent that payment is actually made to the Indemnitee
under a valid, enforceable and collectible insurance policy of the Company;

2
<PAGE>

(b) in connection with a judicial action by or in the right of the
Company, in respect of any claim, issue or matter as to which the
Indemnitee shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Company unless and only to
the extent that any court in which such action was brought shall determine
upon application that, despite the adjudication of liability but in view of
all the circumstances of the case, the Indemnitee is fairly and reasonably
entitled to indemnity for such expenses as such court shall deem proper;

(c) if it is provided by final judgment in a court of law or other
final adjudication to have been based upon or attributable to the
Indemnitee's in fact having gained any personal profit or advantage to
which he was not legally entitled;

(d) brought about or contributed to by the dishonesty of the
Indemnitee seeking payment hereunder, however, notwithstanding the
foregoing, the Indemnitee shall be protected under this Agreement as to any
claims upon which suit may be brought against him by reason of any alleged
dishonesty on his part, unless a judgment or other final adjudication
thereof adverse to the Indemnitee shall establish that he committed (i)
acts of active and deliberate dishonesty, (ii) with actual dishonest
purpose and intent, (iii) which acts were material to the cause of action
so adjudicated; or

(e) for any judgment, fine or penalty which the Company is prohibited
by applicable law from paying as indemnity or for any other reason.

6. Indemnification of Expenses of Successful Party. Notwithstanding any
other provision of this Agreement, to the extent that the Indemnitee has been
successful on the merits or otherwise in defense of any Proceeding or in defense
of any claim, issue or matter therein, including dismissal without prejudice,
Indemnitee shall be indemnified against any and all Expenses incurred in
connection therewith.

7. Partial Indemnification. If the Indemnitee is entitled under any
provision of this Agreement to the indemnification by the Company for some or a
portion of Expenses, but not, however, for the total amount thereof, the Company
shall nevertheless indemnify the Indemnitee for the portion of such Expenses to
which the Indemnitee is entitled.

8. Advances of Expenses. Expenses incurred by the Indemnitee in
connection with any Proceeding, except the amount of any settlement, shall be
paid by the Company in advance upon the request of the Indemnitee that the
Company pay such Expenses. The Indemnitee hereby undertakes to repay to the
Company the amount of any Expenses theretofore paid by the Company to the extent
that it is ultimately determined

3
<PAGE>

that such Expenses were not reasonable or that the Indemnitee is not entitled to
indemnification.

9. Approval of Expenses. No Expenses for which indemnity shall be sought
under this Agreement, other than those in respect of judgments and verdicts
actually rendered, shall be incurred without the prior consent of the Company,
which consent shall not be unreasonably withheld.

10. Notice of Claim. The Indemnitee, as a condition precedent to his
right to be indemnified under this Agreement, shall give to the Company notice
in writing as soon as practicable of any claim made against him for which
indemnity will or could be sought under this Agreement. Notice to the Company
shall be given at its principal office and shall be directed to the Corporate
Secretary (or such other address as the Company shall designate in writing to
the Indemnitee); notice shall be deemed received if sent by prepaid mail
properly addressed, the date of such notice being the date postmarked. In
addition, the Indemnitee shall give the Company such information and cooperation
as it may reasonably require and as shall be within the Indemnitee's power.

11. Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one instrument.

12. Indemnification Hereunder Not Exclusive. Nothing herein shall be
deemed to diminish or otherwise restrict the Indemnitee's right to
indemnification under any provision of the Restated Certificate of Incorporation
or Amended and Restated Bylaws of the Company and amendments thereto or under
law.

13. Governing Law. This Agreement shall be governed by and construed in
accordance with Delaware Law.

14. Saving Clause. Wherever there is conflict between any provision of
this Agreement and any applicable present or future statute, law or regulation
contrary to which the Company and the Indemnitee have no legal right to
contract, the latter shall prevail, but in such event the affected provisions of
this Agreement shall be curtailed and restricted only to the extent necessary to
bring them within applicable legal requirements.

15. Coverage. The provisions of this Agreement shall apply with respect
to the Indemnitee's service as a Director of the Company prior to the date of
this Agreement and with respect to all periods of such service after the date of
this Agreement, even though the Indemnitee may have ceased to be a Director of
the Company.

16. Gender. Wherever herein the masculine gender is used, the same shall
apply to the feminine version, as the context may require.

4
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and signed as of the day and year first above written.

BOSTON CHICKEN, INC.

By: /s/ Michael R. Daigle
--------------------------------------
Name: Michael R. Daigle
------------------------------------
Title: Senior Vice President and General
-----------------------------------
Counsel
-----------------------------------

/s/ J. Michael Jenkins
-----------------------------------------
J. Michael Jenkins

<PAGE>

Exhibit 10.6

NON-QUALIFIED STOCK OPTION AGREEMENT
UNDER THE
BOSTON CHICKEN, INC. 1997 STOCK OPTION PLAN

THIS STOCK OPTION AGREEMENT (this "Agreement") is made and entered into as
of the 1st day of May, 1998, by and between BOSTON CHICKEN, INC., a Delaware
corporation (the "Company"), and J. Michael Jenkins ("Optionee").

W I T N E S S E T H:
--------------------

WHEREAS, the Board of Directors of the Company (the "Board"), with the
approval of the stockholders, has heretofore adopted the Boston Chicken, Inc.
1997 Stock Option Plan (the "Plan"), which provides for the granting of options
to purchase the Company's common stock, $.01 par value per share ("Common
Stock"); and

WHEREAS, pursuant to the Executive Employment Agreement dated April 30,
1998, between the Company and Optionee (the "Employment Agreement"), Optionee is
to be granted options to purchase Common Stock under the Plan; the terms of the
Employment Agreement are incorporated herein by reference.

NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained and other good and valuable consideration, the parties hereto
agree as follows:

1. The Company hereby grants to Optionee the right and option (the
"Option") to purchase, at the time and on the terms and conditions hereinafter
set forth, 1,000,000 shares of Common Stock (the "Option Shares") at the
purchase price of four dollars ($4.00) per share. The terms and provisions of
the Plan are incorporated herein by reference, and, in the event of any conflict
between the terms and provisions of this Agreement and those of the Plan, the
terms and provisions of the Plan, including, without limitation, those with
respect to the powers of the committee of the Board selected to administer the
Plan (the "Committee"), shall prevail and be controlling.

2. The Option shall continue for ten (10) years from the date hereof,
except and to the extent that such term may be reduced as provided in the
Employment Agreement (which is incorporated herein by reference) or in Sections
5 and 7, 8, or 9 hereof; provided, however, that if any termination date
provided for herein shall fall on a Saturday, Sunday or legal holiday, then such
termination date shall be deemed to be the first customary business day of the
Company, at its office specified in Section 13 hereof, following such Saturday,
Sunday or legal holiday.

3. Subject to the provisions of Section 5 hereof, The Option shall be
exercisable during the lifetime of Optionee only by him. In no event may
Optionee or any person exercising the Option pursuant to Section 5 hereof
exercise the Option for a fraction of a share.

4. The Option shall be exercisable upon and subject to the following terms
and conditions:
<PAGE>

(a) The Option may be exercised by delivering to the Secretary of the
Company from time to time within the time limits specified in Section 2 and
this Section 4 a written notice specifying the number of Option Shares
Optionee then desires to purchase; provided, Optionee may exercise the
Option only as to shares which have become Vested Shares as provided in
Section 4(d). Such notice shall be accompanied by (i) a cashier's check
payable in United States currency to the order of the Company for an amount
equal to the option price for such number of shares; (ii) shares of Common
Stock already owned by Optionee having a fair market value equal to the
option price; (iii) in any other manner provided in Section 7 of the Plan;
or (iv) or pursuant to any "Cashless Exercise" procedures then customary
for publically traded securities. The check shall be accompanied by such
other instruments or agreements duly signed by Optionee as in the opinion
of counsel for the Company may be necessary or advisable in order that the
issuance of such number of shares comply with applicable rules and
regulations under the Securities Act of 1933, as amended (the "Act"), any
applicable state securities laws or any requirement of any national
securities exchange on which Common Stock may be traded.

(b) As soon as practicable after any such exercise of the Option in
whole or in part by Optionee, the Company will deliver to Optionee a
certificate for the number of Option Shares with respect to which the
Option shall have been so exercised, issued in Optionee's name. Such stock
certificate shall carry such appropriate legend, and such written
instructions shall be given to the Company's transfer agent, as may be
deemed necessary or advisable by counsel to the Company to satisfy the
requirements of the Act or any state securities laws; provided, however,
that the Company shall use its best efforts to assure that the Option
Shares are at all times covered by an S-8 Registration Statement filed with
the Securities Exchange Commission.

(c) In connection with the exercise of the Option by Optionee and, as
a condition to the Company's obligation to deliver Option Shares, Optionee
shall make arrangements satisfactory to the Committee to insure that the
amount of the federal withholding tax required to be withheld with respect
to delivery of the shares is made available by Optionee for timely payment
of the tax by the Company to the United States Government, including any
payment mechanism pursuant to Section 7 of the Plan.

(d) For purposes of this Agreement, any Option Shares will be
Nonvested Shares unless and until they have become Vested Shares pursuant
to the provisions of this Section 4(d). Subject to the terms of the
Employment Agreement, a violation of which may, under the circumstances set
forth in the Employment Agreement, prevent the Option Shares from becoming
Vested Shares, Option Shares shall become Vested Shares as follows:

(i) On the first anniversary date of the execution hereof (April
30, 1999), 250,000 of the Option Shares shall become Vested Shares;
and

2
<PAGE>

(ii) On each subsequent anniversary date of the execution
hereof, an additional 250,000 of the Option Shares shall become Vested
Shares until a total of 1,000,000 Option Shares have become fully
vested.

5. In the event of the death or disability (within the meaning of the
Plan) of Optionee during a time which he was entitled to exercise the Option,
the Option may be exercised in full (whether or not then exercisable in
accordance with Section 4 hereof), or to the extent of any part thereof
(notwithstanding Section 4 hereof, except as to the issuance of fractional
shares) at any time during the term of the Option, by the Optionee or by the
person to whom Optionee's rights under the Option shall pass by Optionee's will
or by the laws of descent and distribution, whichever is applicable.

6. If a stock dividend or stock split is hereinafter declared upon the
Common Stock, the number of Option Shares then subject to the Option shall be
adjusted by adding to each such Option Share the number of shares which would be
distributable thereon if such Option Share had been outstanding on the date
fixed for determining the stockholders entitled to receive such stock dividend
or stock split. If the outstanding shares of Common Stock are changed into or
exchanged for a different number or kind of security of the Company or of
another corporation, whether through reorganization, recapitalization, stock
split-up, combination of shares, merger or consolidation, then there shall be
substituted for each Option Share subject to the Option, the number and kind of
securities into which each outstanding share of Common Stock shall be so changed
or for which each such share shall be exchanged. If there is any change, other
than as specified above in this Section 6, in the number or kind of outstanding
shares of Common Stock or of any other securities into which Common Stock shall
have been changed or for which it shall have been exchanged, then if the
Committee in its sole discretion determines that such change equitably requires
an adjustment in the number or kind of shares then subject to the Option, such
adjustment shall be made by the Committee and shall be effective and binding for
all purposes of this Agreement. In the case of any such substitution or
adjustment pursuant to this Section, the option price set forth in Section 1
proportionally adjusted as appropriate.

7. In the event that, prior to the delivery of all the Option Shares, a
Change of Control (as defined in Section 11 of the Plan) of the Company shall
occur, Optionee shall be entitled, notwithstanding the provisions of Section 4
hereof (except as to the issuance of fractional shares), to purchase the full
number of shares not previously exercised under the Option, without regard to
the determination as to the periods and installments of exercisability made
pursuant to the Plan if (and only if) the Option has not at that time expired or
been terminated.

8. In the event Optionee's employment with the Company is terminated by
Optionee with Just Grounds (as that term is defined in the Employment
Agreement), or by the Company without Just Cause (as that term is defined in the
Employment Agreement), then, in such event, the vesting of all of Optionee's
unvested Option Shares shall accelerate as if a Change of Control had occurred.

3
<PAGE>

9. In the event the Board of Directors of the Company determine that the
Employment Agreement and Optionee's employment shall be terminated with Just
Cause, Optionee shall have only those rights which have vested prior to such
termination.

10. Neither Optionee nor his legal representative shall be or have any of
the rights or privileges of a stockholder of the Company in respect to any of
the Option Shares unless and until certificates representing such shares shall
have been issued and delivered to Optionee.

11. Except as otherwise herein provided, the Option and the rights and
privileges conferred hereby may not be transferred, assigned, pledged or
hypothecated in any way (whether by operation of law or otherwise) and shall not
be subject to execution, attachment or similar process. Upon any attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of the Option or any
right or privilege conferred hereby, contrary to the provisions hereof, the
Option and the rights and privileges conferred hereby shall immediately become
null and void.

12. The Committee shall have authority to make reasonable constructions of
the provisions of this Agreement and to correct any defect or supply any
omission or reconcile any inconsistency herein, and to prescribe reasonable
rules and regulations relating to the administration of the Option and other
similar options granted under the Plan.

13. Any notice relating to this Agreement shall be in writing and
delivered in person or by registered mail to the Company at the address listed
in the Employment Agreement, or to such other address as may be hereafter
specified by the Company, to the attention of its Secretary. All notices to
Optionee or other person(s) then entitled to exercise the Option shall be
delivered to Optionee or such other person(s) at Optionee's address specified
below.

14. The Option is not intended to qualify as an "incentive stock option"
within the meaning of Section 422A of the Internal Revenue Code of 1986, as
amended (the "Code").

15. The term "subsidiary" as used herein shall have the meaning set forth
in Section 425(f) of the Code as presently in effect or hereafter amended
(including any corporation which would be a subsidiary if the Option were
granted at the time of the determination of its status).

[STOCK OPTION AGREEMENT SIGNATURE PAGE FOLLOWS]

4
<PAGE>

[STOCK OPTION AGREEMENT SIGNATURE PAGE]

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

BOSTON CHICKEN, INC.

By: /s/ Michael R. Daigle
------------------------------------------
Name: Michael R. Daigle
------------------------------------
Title: Senior Vice President and General
-----------------------------------
Counsel
-----------------------------------

/s/ J. Michael Jenkins
-----------------------------------------------
J. MICHAEL JENKINS

8393 Peninsula Drive
-----------------------------------------------
(Street Address)
(No P. O. Box please)

Littleton, CO 80120
-----------------------------------------------
City, State and Zip Code