Employment Offer Letter between Einstein Noah Restaurant Group, Inc. and James O'Reilly (March 24, 2009)

Exhibit 10.2

March 24, 2009

James O’Reilly

7410 Wycliffe Drive

Prospect, KY 40059

Dear Mr. O’Reilly:

I am pleased to confirm our verbal offer extended to you to join Einstein Noah Restaurant Group, Inc. as Chief Concept Officer reporting directly to Jeff O’Neill, President and C.E.O. We are proud of the outstanding team we are building and look forward to your continuing contributions as a full time member of the Executive Team.

As discussed, your biweekly pay will be $10,961.54 (which is an annual salary of $285,000) and your 2009 target bonus for this position is 75% of your base compensation. Further discussion of bonus is addressed later in this letter. Your start date with the organization will be effective Wednesday April 8^th 2009.

As Chief Concept Officer, you will be responsible for all aspects of store Branding and Concept development including Brand-building, merchandising, promotion and innovation as well as responsibility for the Information Technology (IT) Department along with all aspects of Store Development/Real-Estate Store Concept work, New Store site selection, Construction and Lease Administration, working closely with Operations and the CAPEX Committee to ensure clear objectives and alignment.

As part of your Personal Performance Objectives (PPO’s) you will also be expected to play a key Leadership role in developing Consumer/Concept and Corporate Strategy, along with Annual Operating Plan and departmental fiscal budgets.

As a regular, full-time employee of Einstein Noah Restaurant Group, Inc., you will be eligible to participate in the employee benefit plans that are offered to similarly situated employees. A description of those benefits plans will be provided to you under separate cover. In particular, you will be eligible for Medical and Dental coverage on the first of the month following your 31^st day of employment. As an officer and highly compensated employee, you are not able to participate in our 401(k), but you will be eligible to participate in our Non- Qualified Deferred Compensation Plan, subsequent to formal Board of Director approval. With reference to your vacation benefits, your allowance will be based on the company’s Paid Time Off policy and you will accrue twenty-two (22) days per year based on your hire date. The specifics of this policy will be explained under separate cover.

In addition to the above mentioned benefits, the Company will also provide you with Company –paid life insurance of $400,000 and Long Term Disability based on your base salary of $285,000. You will also be eligible to participate in our Flexible Spending Account, providing you have the ability to defer a portion of your health and welfare out of pocket expenses in a pre-tax dollars.

Bonus Potential

As a participant in the Support Center/Field Support Bonus Plan, you will be eligible for a bonus based on 75% of your base salary. The bonus is based on Company EBITDA performance as well as individual performance. The bonus plan year is based on our fiscal year and the amount of any bonus is generally paid on or before March 15 of the calendar year following the calendar year to which the bonus relates. Your participation will be prorated based on your date of hire.

Miscellaneous

The Company will also provide the following in terms of our employment offer:

James, the ENRGI Executive/Management team is excited about your joining our company and we look forward to the contributions you will make to our future success. Please acknowledge your acceptance of this offer of employment in the space provided and return a copy. You may fax a copy back to myself, Michael Serchia, Vice President of Human Resources at ###-###-####.

Again, I look forward to the possibility of working with you and making a difference across the organization.

I hereby accept the offer as stated above and also acknowledge that I do not have any contractual obligations or non-compete agreements which would inhibit me from performing my duties as Chief Concept Officer of Einstein Noah Restaurant Group, Inc. I also understand that the employment relationship is “at-will” and that either myself or the organization can terminate the relationship at any time, with or without notice.