EXHIBIT A CONSULTING AGREEMENT

Exhibit 10.1

February 22, 2011

Mr. Daniel J. Dominguez

200 Donald Court

Danville, CA 94506

Dear Dan:

Over the past couple of years you have raised the idea of retirement a number of times to me, leading to a more formal discussion during your mid-year review last August about your retirement from Einstein Noah Restaurant Group (“ENRGI” or “the Company”). Since that time, several options have been discussed, but we have not yet formalized our agreement. In my mind, it is important for you and the Company that we develop a clear understanding of the timing and the terms of your exit from employment with us. Below, I have attempted to detail a specific plan with regards to your retirement from active employment and your assumption of a role as a consultant to our brands:

Dan, I thank you for your many years of service with the Company, and I trust you are excited about the proposed terms for your retirement and the continuation of your relationship with the Company as a consultant beginning in January, 2012. If so, I would ask that you signify your agreement with these terms by executing and dating the agreement in the space set forth below.

Best regards,

Jeffrey J. O’Neill

President and Chief Executive Officer

AGREED TO AND ACCEPTED this      day of         , 2011.

EXHIBIT A

CONSULTING AGREEMENT

This Consulting Agreement (the “Agreement”) is entered into as the 1^st of January, 2012 (the “Effective Date”), by and between Einstein and Noah Corp., a Delaware corporation (the “Company”), and Daniel J. Dominguez (the “Consultant”).

RECITALS

A. The Company is primarily engaged in the food service business, including the sale of bagels, bagel-related products, cream cheese and other spreads, sandwiches, soups, salads, baked goods, breakfast items, hot and cold beverages, teas, coffees and other food products and merchandise.

B. The Company desires to retain Consultant to provide consulting services as described in this Agreement in connection with the Company’s ongoing business under the terms and conditions set forth herein, and Consultant desires to be so retained.

NOW, THEREFORE, for good, valuable and binding consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

AGREEMENT

1. Retention as Independent Consultant. The Company hereby retains Consultant as an independent advisor (but not as an employee) beginning on the Effective Date and subject to termination as provided in Section 10. In such capacity, Consultant shall perform the services and provide the deliverables identified on Exhibit A attached to this Agreement (collectively, the “Services”). Exhibit A is by this reference incorporated into this Agreement. In the event of a conflict between the terms of this Agreement and the terms of Exhibit A, the terms of this Agreement shall govern. As an independent contractor, Consultant shall accept any directions from the Chief Executive Officer of the Company pertaining to the Services but shall be solely responsible for the means and method of work in which it will perform Services under this Agreement. Consultant will complete all Services in the agreed upon timeframe identified on Exhibit A. To do so, Consultant shall determine his schedule and shall not be subject to the Company’s personnel policies and procedures, other than those specifically required by the Company of its consultants and contractors. Consultant will comply with Company’s harassment policies as they relate to Company employees. The Company will not set a minimum or maximum number of hours that the Consultant or any of its employees or agents may work in any given day.

2. Changes to Services. Either party may request modifications to the Services in writing from time to time. The request must contain sufficient detail to enable the other party to assess the impact of the requested change on this Agreement. To be effective and binding, a change to the Services must be in writing and signed by both parties (a “Change Order”). Until the parties agree to a Change Order, the latest agreed terms to the Services continue to apply.

3. Compliance with Legal Requirements. The Company shall not provide workers’ compensation, disability insurance, Social Security or unemployment compensation coverage or any other statutory benefit to Consultant. Consultant shall comply at its expense with all applicable provisions

of workers’ compensation laws, unemployment compensation laws, Federal Social Security law, the Fair Labor Standards Act, federal, state and local income tax laws, and all other applicable federal, state and local laws, regulations and codes relating to terms and conditions required to be fulfilled by independent consultants. Other than as stated in this Agreement, Consultant shall be solely responsible and liable for all expenses, costs, liabilities, assessments, taxes, maintenance, insurance, undertakings and other obligations incurred by Consultant, its agents or employees or any sub-consultants.

4. Compensation.

5. Place of Performance. The Consultant shall perform the Services in such locations as the Consultant and the Company shall agree.

6. Warranty. Consultant represents and warrants that (a) the Services will be provided in a professional and good and workmanlike manner consistent with the industry’s highest standards, (b) the personnel performing the Services have sufficient skill, knowledge and training to perform the Services, and (c) the Services provided will conform to the provisions of this Agreement.

7. Work Product.

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8. Confidentiality.

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9. Non-Solicitation. During the Term of this Agreement and for a period of 12 months after the termination of this Agreement, Consultant shall not, without Company’s prior written consent, directly or indirectly:

10. Termination.

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11. Indemnity. Consultant shall indemnify and hold the Company harmless from any claims, demands, liabilities (including reasonable attorney’s fees incurred by the Company), actions, suits, or proceedings asserted or alleged by any third party for loss or damage arising out of or related to (a) any intentional or negligent act by Consultant; (b) any failure of Consultant to have paid or provided for any federal, state or local employment or withholding taxes or any workers’ compensation taxes as required under Section 3; (c) any claims or allegations by a third party that any Work Product infringes the third party’s intellectual property rights, and (d) any breach under this Agreement. The Company shall provide Consultant with timely notice of any such claim, demand, liability, action, suit or proceeding; provided, however, that a failure to provide or delay in providing such notice shall not affect the Company’s rights under this Agreement except to the extent of any actual prejudice experienced by Consultant as a direct result of such failure or delay.

12. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or the validity, legality or enforceability of such provision in any other jurisdiction, but this Agreement will be performed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intent of the parties hereto that the provisions hereof be enforceable to the full extent permitted by applicable law.

13. Complete Agreement. This Agreement and the Exhibits embody the complete agreement and understanding between the parties and supersedes and preempts any prior understandings, agreements or representations by or between the parties, written or oral, which may have related to the subject matter hereof in any way.

14. Remedies. Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in his or its favor. The parties agree and acknowledge that money damages may not be an adequate remedy for any breach or threatened breach of any of Sections 7, 8 or 9 and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief in order to enforce or prevent any violations of Sections 7, 8 or 9.

15. Amendments and Waivers. Any provision of this Agreement may be amended or waived only with the prior written consent of the Company and Consultant.

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16. Notices. Any notice provided for in this Agreement must be in writing and must be either personally delivered, or mailed by first class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service or facsimile transmission, to the recipient at the address below indicated:

To the Company:

Einstein and Noah Corp.

555 Zang Street, Suite 300

Lakewood, CO 80228

Attn: Secretary

Fax: 303 ###-###-####

To the Consultant:

Dan Dominguez

200 Donald Court

Danville, CA 94506

Or such other addresses or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Agreement will be deemed to have been given when so delivered or sent or if mailed, five days after so mailed.

17. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado without regard to conflict of law principles, and any action brought to enforce this Agreement shall be brought in Jefferson County, Colorado.

18. Parties Bound. This Agreement shall be binding on the parties, their respective heirs, legatees, legal representatives, successors and permitted assigns including but not limited to any successor of the Company upon a merger, reorganization or recapitalization of the Company, except that Consultant’s duty to perform Services hereunder shall not be assignable.

19. Independent Contractors. This Agreement does not create a partnership, franchise, joint venture, agency or a fiduciary or employment relationship. Nothing herein will be construed to grant to Consultant any right or authority to create any obligation, expressed or implied, on behalf of the Company, or to bind the Company or its customers in any manner.

20. Assignment. Consultant understands, acknowledges and agrees that the rights and duties created by this Agreement are specific to Consultant and that a material factor for the Company in agreeing to enter into this Agreement is its reliance on the reputation, experience, expertise and resources of Consultant. Therefore, no rights or obligations of Consultant under this Agreement may be transferred. Any purported transfer in violation of this section shall constitute a breach of this Agreement and shall convey to the transferee no obligations under, rights to or interest in the foregoing. The Company may transfer or assign this Agreement without the prior consent of Consultant by providing Consultant with written notice.

21. Minimum Insurance Required. Without limiting indemnification obligations under Section 11, Consultant will maintain and pay the premiums for such insurance as necessary to cover his liability, if any, arising out of or caused by the carrying out of the Services, with a minimum of $1,000,000 per occurrence. At the request of the Company, Consultant will provide the Company with certificates of insurance showing that the insurance policies are in effect. All liability insurance policies must be written on an occurrence basis. Each policy will expressly provide that it will not be subject to cancellation or material change without at least 30 days prior written notice to the Company.

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

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Exhibit A

During the term of this Agreement, Consultant will work with the Company on the following projects or initiatives:

Roll out of coffee program;

New store coordination;

Seasonal merchandising execution;

Support for new EVP Operations as reasonably required; and

Such other projects or initiatives as may be agreed to by the parties from time to time throughout the term of the Agreement.

Exhibit A-1

EXHIBIT B

GENERAL RELEASE, CONFIDENTIALITY AND NONCOMPETE PROVISIONS

Release. Employee, for himself, his heirs, personal representatives and assigns, and any other person or entity that could or might act on behalf of him, including, without limitation, his counsel (all of whom are collectively referred to as “Releasers”), hereby fully and forever releases and discharges ENRGI, its parents, divisions, subsidiaries, affiliates, and each of their past and present officers, agents, directors, employees, shareholders, independent contractors, attorneys, insurers, and any and all other persons or entities that are now or may become liable to any Releaser due to any Releasee’s act or omission (all of whom are collectively referred to as “Releasees), of and from any and all actions, causes of action, claims, demands, costs and expenses, including attorneys’ fees, of every kind and nature whatsoever, in law or in equity, whether now known or unknown, that Releasers, or any person acting under any of them, may now have, or claim at any future time to have, based in whole or in part upon any act or omission occurring from the beginning of time through the date of execution of this Agreement, including but not limited to, any claim in connection with Employee’s employment relationship with ENRGI, or the termination thereof, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement and the letter agreement dated February 22, 2011, between Employee and Jeffrey J. O’Neill, the President and Chief Executive Officer or Einstein Noah Restaurant Group, Inc. AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan.

Employee hereby warrants that he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above.

Employee further warrants that except as he has reported to the Company before his final day of employment, June 30, 2011, hereinafter “the Separation Date”, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state, and Employee agrees that he will not file a worker’s compensation claim asserting the existence of any such previously unreported illness, injury, or disability.

Employee specifically represents that he has had a full and fair opportunity to consult with counsel of his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Employee understands and agrees that by signing this Agreement he is giving up his right to bring any legal claim against ENRGI concerning, directly or indirectly, Employee’s employment

relationship with ENRGI, including his separation from employment. Employee agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of ENRGI, to include all actual or potential legal claims that Employee may have against ENRGI, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive or in any way limit or otherwise affect Employee’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against Employee as a consequence of his employment with the Company, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise.

ENRGI, for itself, its agents, divisions, subsidiaries, representatives, successors and assigns, and any other person or entity that could or might act on behalf of it, including, without limitation, its counsel (all of whom are collectively referred to as “ENRGI Releasers”), hereby fully and forever releases and discharges Employee, his heirs, personal representatives and assigns, and any and all other persons or entities that are now or may become liable to any ENRGI Releaser due to Employee Releasee’s act or omission (all of whom are collectively referred to as “Releasees), of and from any and all actions, causes of action, claims, demands, costs and expenses, including attorneys’ fees, of every kind and nature whatsoever, in law or in equity, whether now known or unknown, that ENRGI Releasers, or any person acting under any of them, may now have, or claim at any future time to have, based in whole or in part upon any act or omission occurring from the beginning of time through the date of execution of this Agreement, provided, however, that this Release shall not include any third party action brought against any ENRGI Releasers arising out of, or as a result of, Employee Releasee’s acts or omissions.

Protection of Trade Secrets and Confidential Information.

(a) Definition of “Confidential Information.” As used in this agreement, “Confidential Information” means all nonpublic information (whether in paper or electronic form, or contained in Employee’s memory, or otherwise stored or recorded) relating to or arising from Company’s business, including, without limitation, trade secrets used, developed or acquired by Company in connection with its business. Without limiting the generality of the foregoing, “Confidential Information” shall specifically include all information concerning the manner and details of Company’s operation, organization and management; financial information and/or documents and nonpublic policies, procedures and other printed, written or electronic material generated or used in connection with Company’s business; Company’s business plans and strategies; the details of Company’s relationships with its distributors, contractors and vendors; nonpublic forms, contracts and other documents used in Company’s business; all confidential information concerning Company’s employees, agents and contractors, including without limitation such persons’ compensation, benefits, skills, abilities, experience, knowledge and shortcomings, if any; the nature and content of proprietary computer software used in Company’s business; and all other information concerning Company’s concepts, prospects, customers, employees, agents, contractors, earnings, products, services, equipment, systems, and/or prospective and executed contracts and other business arrangements. “Confidential Information” does

not include information that (i) is now in or later enters the public domain through no wrongful act on the part of Employee, (ii) was in possession of the Employee prior to receipt from the Company, (iii) is or was independently developed by the Employee without use of the Company’s confidential information, (iv) is furnished to others by the Company without restrictions similar to those herein on the right of the Employee to use or disclose such information, or (v) must be disclosed pursuant to requirements of law or valid legal process, provided that the Employee shall promptly notify the Company in advance of any such disclosure and reasonably cooperate in the Company’s attempts to maintain the confidentiality of its information at issue.

(b) Employee’s Use of Confidential Information. Employee shall not, without Company’s prior written consent, at any time, directly or indirectly, for a period of three (3) years following the Effective Date: (i) use any Confidential Information for any purpose; or (ii) disclose or otherwise communicate any Confidential Information to any person or entity without the Company’s prior written consent.

(c) Acknowledgments. Employee acknowledges that during Employee’s employment with Company, Employee had access to Confidential Information, all of which was made accessible to Employee only in strict confidence; that unauthorized disclosure of Confidential Information could damage Company’s business; that Confidential Information could be susceptible to immediate competitive application by a competitor of Company’s; that Company’s business is, in part, dependent on access to and the continuing secrecy of Confidential Information; that certain Confidential Information is novel, unique to Company and known only to Employee, Company and certain key employees and contractors of Company; that Company shall at all times retain ownership and control of all Confidential Information; and that the restrictions contained in this Agreement are reasonable and necessary for the protection of Company’s legitimate business interests.

(d) Records Containing Confidential Information. “Confidential Records” means all documents and other records, whether in paper, electronic or other form, that contain or reflect any Confidential Information. Employee shall immediately deliver to Company or its designee (and shall not keep in Employee’s possession or deliver to any other person or entity) all Confidential Records and all other Company property, whether tangible or intangible, in Employee’s possession or control. Employee understands and agrees that compliance with this paragraph may require that data be removed from Employee’s personal computer or other electronic equipment. Consequently, upon written request from the Company, Employee agrees to certify in writing to the Company that all Company Confidential Records previously existing on Employee’s personal computer or other electronic equipment have been deleted and/or destroyed.

Unfair Competition.

(a) Covenants. During the twelve (12) month period following the Separation Date, (the “Restricted Period”), Employee shall not, within the United States (the “Protected Region”), directly or indirectly, serve or become associated with, whether as an officer, director, employee, consultant, owner, shareholder, adviser, joint venture partner, or otherwise, with Bruegger’s Enterprises or any affiliate thereof, Corner Bakery Cafe or any affiliate thereof; Au Bon Pain or any affiliate thereof; or Panera Bread Company or any affiliate thereof. This covenant shall not, however, prohibit Employee from owning less than two percent of the securities of any competitor of ENRGI, if such securities are publicly traded on a nationally recognized stock exchange or over-the-counter market.

(b) Acknowledgments. Employee acknowledges that the foregoing geographic restriction on competition is fair and reasonable, given the nature and geographic scope of ENRGI’s business operations and the nature of Employee’s position with ENRGI. Employee also acknowledges that while employed by ENRGI, Employee had access to information that would be valuable or useful to ENRGI’s competitors, and therefore acknowledges that the foregoing restrictions on Employee’s future employment and business activities are fair and reasonable. Employee acknowledges and is prepared for the possibility that Employee’s standard of living may be reduced during the Restricted Period, and assumes and accepts any risk associated with that possibility.

(c) Acknowledgments of Law. Employee acknowledges the following provisions of Colorado law, set forth in Colorado Revised Statutes § 8-2-113(2):

Any covenant not to compete which restricts the right of any person to receive compensation for performance of skilled or unskilled labor for any employer shall be void, but this subsection (2) shall not apply to:

Any contract for the protection of trade secrets; or

Employee and management personnel and officers and employees who constitute professional staff to Employee and management personnel.

Employee acknowledges that this Agreement is a contract for the protection of trade secrets within the meaning of § 8-2-113(2)(b) and is intended to protect the Confidential Information and Confidential Records identified, above, and that Employee is an Employee or manager, or professional staff to an Employee or manager, within the meaning of § 8-2-113(2)(d).

Prohibition of Unfair Solicitation. During the 12 months following the Separation Date, Employee shall not without Company’s prior written consent, directly or indirectly cause or attempt to cause any employee, agent or contractor of Company or any Company affiliate to terminate his or his employment, agency or contractor relationship with Company or any Company affiliate; or interfere or attempt to interfere with the relationship between Company and any employee, agent or contractor. Notwithstanding the forgoing, however, this paragraph shall not prohibit any entity with

whom Employee is employed or otherwise affiliated from soliciting or hiring any person so long as Employee is not consulted concerning or otherwise involved, directly or indirectly, in such solicitation and/or hiring, nor shall this paragraph impose any liability upon any entity in the event that any person applies for or inquires concerning employment in response to any advertisement or other job posting, so long as Employee is not consulted concerning or otherwise involved, directly or indirectly, in any aspect of the recruitment, evaluation or hiring of the person(s) in question.

Remedies for Breach of the Restrictive Covenants. Employee acknowledges that if Employee breaches any of his obligations under paragraph 3, 4, and/or 5 hereof (the “Restrictive Covenants”), the Company will suffer immediate and irreparable harm and damage for which money alone cannot fully compensate Company. Employee therefore agrees that upon such breach or threatened breach of any such obligation, the Company shall be entitled to seek a temporary restraining order, preliminary injunction, permanent injunction or other injunctive relief, without posting any bond or other security, compelling Employee to comply will any or all such obligations. This paragraph shall not be construed as an election of any remedy, or as a waiver of any right available to Company under this Agreement or the law, including the right to seek damages from Employee for a breach of any provision of this Agreement, nor shall this paragraph be construed to limit the rights or remedies available under applicable law for any violation of any provision of this Agreement.