UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): May 3, 2011

Einstein Noah Restaurant Group, Inc.

(Exact name of registrant as specified in its charter)

001-33515

(Commission File Number)

(303) 568-8000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On May 3, 2011, the stockholders of Einstein Noah Restaurant Group, Inc. (the “Company”) approved the Company’s amended and restated Equity Plan for Non-Employee Directors (the “Director Plan”) and 2011 Omnibus Incentive Plan (the “Incentive Plan”).

The Director Plan

The Director Plan was initially approved by our stockholders at our 2004 Annual Meeting. Subsequently, in 2005, 2007 and 2009, our stockholders approved changes to the plan to increase the number of shares authorized for issuance from 200,000 shares to 500,000 shares and to make other changes.

The Director Plan, as amended and restated and approved by our stockholders on May 3, 2011, includes the following material changes:

A total of 500,000 shares are authorized for issuance under the Director Plan. Any shares subject to awards that are forfeited or that expire or are terminated for any reason become available for use under the Director Plan. Any shares used to pay the option price, or tax withholding obligations are not available again for the grant of awards. Only non-employee directors qualify for awards under the Director Plan. The Company currently has five non-employee directors who are eligible to receive awards under the Director Plan.

A more detailed summary of the Director Plan, as amended and restated, can be found in the Company’s proxy statement for the 2011 Annual Meeting filed with the SEC on March 25, 2011. The Director Plan is filed as Exhibit 10.1 to this Form 8-K, and the foregoing disclosure is qualified by reference to that exhibit.

The Incentive Plan

The Incentive Plan will be administered by the Company’s Compensation Committee or a subcommittee thereof or any other committee designated by the board of directors (the “Committee”). The Incentive Plan permits the grant of incentive and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, cash-based awards and other stock-based awards. The Committee may condition any award on the fulfillment of conditions and the attainment of performance goals over such periods as the Committee may determine and set forth in an award agreement. All of the Company’s employees and third party service providers are eligible to receive awards under the Incentive Plan.

Subject to adjustment, the total number of shares available for awards under the Incentive Plan is 1,000,000 shares. Any shares related to an award that terminates by expiration, forfeiture, cancellation or otherwise without the issuance of shares, are settled in cash in lieu of shares, or are exchanged with the committee’s permission, prior to the issuance of shares, shall be available again for grant under the Incentive Plan. Any shares tendered to pay the option price or to satisfy tax withholding obligations associated with an award, shall become available again for grant under the Incentive Plan. Any shares that were subject to an stock appreciation right (“SAR”) granted under the Incentive Plan that were not issued upon the exercise of such SAR, shall become available again for grant under

the Incentive Plan. Notwithstanding the foregoing, no shares that become available again for awards granted under the Incentive Plan shall be available for grants of incentive stock options.

Subject to adjustment, the maximum number of shares for which options or SARs may be granted to any participant in any calendar year shall be 300,000 shares and the maximum number of shares that may be paid to any participant in any calendar year in the form of restricted stock, restricted stock units, performance shares or other stock based awards, in each case that are performance-based compensation, shall be 300,000 shares determined as of the date of payout. The maximum aggregate amount that may be paid under an award of performance units, cash-based awards or any other award that is payable in cash, in each case that are performance-based compensation, shall be $5,000,000. The Incentive Plan provides for adjustment to the terms and conditions of the awards in recognition of unusual or nonrecurring events affecting the Company or the financial statements of the Company or changes in applicable laws, regulations, or accounting principles whenever the Committee determines such adjustments appropriate in order to prevent unintended dilution or enlargement of the benefits or potential benefits intended to be made available under the Incentive Plan.

The Incentive Plan will terminate May 3, 2021, unless terminated sooner. After the plan is terminated, no awards may be granted but awards previously granted will remain outstanding in accordance with their terms.

A more detailed summary of the Incentive Plan can be found in the Company’s proxy statement for the 2011 Annual Meeting filed with the SEC on March 25, 2011. The Incentive Plan is filed as Exhibit 10.2 to this Form 8-K, and the foregoing disclosure is qualified by reference to that exhibit.

Effectiveness of Prior Grants Under the Incentive Plan

On February 22, 2011, the Company’s Compensation Committee approved the following grants of restricted stock units (“RSUs”) to the Company’s named executive officers pursuant to the Incentive Plan, conditioned upon stockholder approval of the Incentive Plan. As a result of the approval of the Incentive Plan at the Company’s 2011 Annual Meeting, the grants became effective on May 3, 2011.

The RSUs vest one-third on each of the first three anniversaries after the date of grant, are settled upon each vesting date, and are subject to other terms and conditions as provided in the award agreements. The form of Restricted Stock Unit Agreement (Section 16 Participants) under the Incentive Plan is filed as Exhibit 10.3 to this Form 8-K.

In addition, on May 3, 2011, the Company’s Compensation Committee approved the grant of 12,500 RSUs to E. Nelson Heumann, one of our directors, in lieu of director compensation. The RSUs vest on the first anniversary after the date of grant, are settled upon the vesting date, and are subject to other terms and conditions as provided in the award agreement. The form of Restricted Stock/Restricted Stock Unit Agreement under the Director Plan is filed as Exhibit 10.8 to this Form 8-K.

(c) Disclosure Regarding Frequency of Stockholder Advisory Vote on Executive Compensation. The Company’s stockholders voted, by a majority of votes cast at the meeting, on an advisory basis, to hold an advisory vote to approve the compensation of the Company’s named executive officers every three years. In line with this

recommendation by our stockholders, our board of directors has decided to include an advisory stockholder vote on executive compensation in our proxy materials every three years until the next required advisory vote on the frequency of stockholder advisory votes on executive compensation, which will occur no later than our annual meeting of stockholders in 2017.

SIGNATURES

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