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Midas Edge

NOODLES & Co

For the period ended Jan 2, 2024. Filed Mar 8, 2024.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Mar 8, 2024

NDLS$13.90-1.6%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Item 15. Exhibits, Financial Statement Schedules

  1. Our Consolidated Financial Statements and Notes thereto are included in Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

  2. All financial schedules have been omitted either because they are not applicable or because the required information is provided in our Consolidated Financial Statements and Notes thereto, included in Item 8 of this Annual Report on Form 10-K.

  3. The Index to Exhibits is incorporated herein by reference and is filed as part of this 10-K.

EXHIBITS

Description of Exhibit Incorporated Herein by Reference
Exhibit Number · Exhibit Description · Form · File No. · Filing Date · Exhibit Number · Filed Herewith
3.1Amended and Restated Certificate of IncorporationS-1333-192402November 19, 20133.1
3.2Second Amended and Restated Bylaws8-K001-35987August 24, 20153.1
4.1Specimen Stock CertificateS-1/A333-188783June 17, 20134.1
4.2Certificate of Designations for Series A Convertible Preferred Stock8-K001-35987February 9, 20174.1
4.3Form of Warrant to Purchase Class A Common Stock8-K001-35987February 9, 20174.2
4.4Description of Securities10-K001-35987February 26, 20214.4
10.1Noodles & Company Amended and Restated 2010 Stock Incentive PlanS-1/A333-188783June 17, 201310.1
10.2Noodles & Company 2013 Employee Stock Purchase PlanS-1/A333-188783June 17, 201310.2
10.3Amended and Restated Credit Agreement dated July 27, 2022, by and among Noodles & Company, each of the Guarantors signatory thereto, U.S. Bank National Association, as Administrative Agent, L/C Issuer and Swing Line Issuer and the lenders signatory thereto8-K001-35987July 27, 202210.1
10.4First Amendment to Amended and Restated Credit Agreement, dated as of December 21, 2023, by and among Noodles & Company, each of the Guarantors signatory thereto, U.S. Bank National Association, as Administrative Agent, L/C Issuer and Swing Line Issuer and the lenders signatory thereto8-K001-35987December 26, 202310.1
10.5Security Agreement, dated May 9, 2018, by and between Noodles & Company and U.S. Bank National Association, as administrative agent10-Q001-35987May 11, 201810.2
10.6Pledge Agreement, dated May 9, 2018, by and between Noodles & Company and U.S. Bank National Association, as administrative agent10-Q001-35987May 11, 201810.3
10.7Form of Indemnification Agreement by and between Noodles & Company and each of its directorsS-1/A333-188783June 17, 201310.15
10.8Form of Area Development Agreement10-K001-35987February 24, 201510.9
10.9Form of Franchise Agreement10-K001-35987February 24, 201510.10
10.10*Form of Stock Option Agreement (Nonqualified Stock Options)10-Q001-35987November 9, 201710.7
10.11*Form of Restricted Stock Unit Agreement10-Q001-35987November 9, 201710.8
10.12*Form of Restricted Stock Unit Agreement for Nonemployee Directors10-Q001-35987November 9, 201710.9
10.13*The Executive Nonqualified “Excess” Plan Adoption Agreement, adopted by Noodles & Company on May 16, 2013S-1/A333-188783June 17, 201310.22
10.14*Employment Agreement, dated September 21, 2017, between Noodles & Company and Dave Boennighausen8-K001-35987September 25, 201710.1
10.15Letter Agreement, dated February 15, 2017, between Noodles & Company and Mill Road Capital Management LLC8-K001-35987March 14, 201710.2
10.16Securities Purchase Agreement, dated March 13, 2017, between Noodles & Company and Mill Road Capital Management LLC8-K001-35987March 14, 201710.1
10.17*Stock Option Agreement (Nonqualified Stock Options),dated September 21, 2017, between Noodles & Company and Dave Boennighausen10-Q001-35987November 9, 201710.4
10.18*Restricted Stock Unit Agreement, dated September 21, 2017, between Noodles & Company and Dave Boennighausen10-Q001-35987November 9, 201710.5
10.19*Restricted Stock Unit Agreement, dated September 21, 2017, between Noodles & Company and Dave Boennighausen10-Q001-35987November 9, 201710.6
10.20*Severance Agreement with Melissa Heidman, dated June 6, 201810-K001-35987March 15, 201910.32
10.21*Amended and Restated Noodles & Company Compensation Plan for Non-Employee Directors, dated December 12, 201810-K001-35987March 15, 201910.34
10.22*Compensation Plan for Non-Employee Directors Amended and Restated September 19, 201910-Q001-35987June 17, 202010.2
10.23*Offer Letter, dated December 4, 2019, between Noodles & Company and Stacey Pool10-K001-35987February 26, 202010.34
10.24*Form of 2020 Performance Restricted Stock Unit Agreement10-K001-35987February 26, 202010.35
10.25*Employment Agreement, dated October 27, 2020, between Noodles & Company and Dave Boennighausen10-Q001-35987October 29, 202010.1
10.26*Employment Agreement, dated October 27, 2020, between Noodles & Company and Brad West10-Q001-35987October 29, 202010.2
10.27*Employment Agreement, dated October 27, 2020, between Noodles & Company and Stacey Pool10-Q001-35987October 29, 202010.3
10.28*Employment Agreement, dated October 27, 2020, between Noodles & Company and Melissa Heidman10-Q001-35987October 29, 202010.4
10.29*Form of 2021 Performance Restricted Stock Unit Agreement10-Q001-35987April 30, 202110.1
10.30*Employment Agreement, dated August 2, 2021, between Noodles & Company and Kathy Lockhart10-Q001-35987August 4, 202110.1
10.31*Employment Agreement, dated August 2, 2021, between Noodles & Company and Sue Petersen10-Q001-35987August 4, 202110.2
10.32*Employment Agreement, dated July 30, 2021, between Noodles & Company and Corey Kline10-Q001-35987August 4, 202110.3
10.33*Form of 2019 Performance Restricted Stock Unit Agreement10-K001-35987February 24, 202210.40
10.34*Form of 2022 Performance Restricted Stock Unit Agreement10-Q001-35987April 28, 202210.1
10.35*Form of Restricted Stock Unit Agreement for General Manager Equity Partner Plan10-Q001-35987November 4, 202210.1
10.36*Form of 2023 Restricted Stock Unit Agreement10-Q001-35987May 11, 202310.1
10.37*Form of 2023 Performance Restricted Stock Unit Agreement10-Q001-35987May 11, 202310.2
10.38*Form of 2023 Restricted Stock Unit Agreement For General Manager Equity Partner Plan10-Q001-35987May 11, 202310.3
10.39*Compensation Plan for Non-employee Directors, Amended and Restated May 15, 202310-Q001-35987August 10, 202310.1
10.40*Noodles & Company 2023 Stock Incentive PlanS-8333-272120May 22, 202399.1
10.41*Mike Hynes Employment Agreement8-K001-35987June 26, 202310.1
10.42*Mike Hynes Offer Letter8-K001-35987June 26, 202310.2
10.43*Drew Madsen Offer Letter8-K001-35987November 13, 202310.1
10.44*Restricted Stock Unit Agreement, dated November 9, 2023, between Noodles & Company and Drew Madsen8-K001-35987November 13, 202310.2
21.1List of Subsidiaries of Noodles & CompanyX
23.1Consent of Ernst & Young LLPX
24.1Power of Attorney (included on signature page of this report)X
31.1Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002X
31.2Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002X
32.1Certification of Chief Executive Officer and Chief Financial Officer Section 906 of the Sarbanes-Oxley Act of 2002X
97.1Noodles & Company Dodd-Frank Clawback PolicyX
101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documentX
101.SCHInline XBRL Taxonomy Extension Schema DocumentX
101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentX
101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentX
101.LABInline XBRL Taxonomy Extension Label Linkbase DocumentX
101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentX
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)X
  • Management contract or compensatory plan or arrangement.
ContentsView on SEC.gov

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