FIRST AMENDMENT TO CHANGE IN CONTROL BENEFITS
AGREEMENT
This
First Amendment (the “Amendment”) to that certain
Change in Control Benefits Agreement entered into by the
parties on November 7, 2007, by and between The Steak N Shake
Company, an Indiana corporation (hereinafter referred to as
the “Company”),
and ________________ (hereinafter referred to as
“Executive”) (the “Agreement”) is
hereby made this 22nd day of April, 2008 on the following
terms and conditions:
W I T N E S S E T H
WHEREAS, the Company believes that Executive has made
and will continue to make valuable contributions to the
productivity and profitability of the Company;
and
WHEREAS, the Company desires to encourage Executive to
continue to make valuable contributions, not to seek or
accept employment elsewhere, and be an integral part of the
Company’s future; and
WHEREAS, the Company, desires to assure Executive of
certain benefits should his/her employment be terminated for
any reason except cause, death, disability or his/her
voluntary decision to leave the Company;
NOW, THEREFORE, in consideration of the foregoing and
of the mutual covenants herein contained and the mutual
benefits herein provided, the Company and Executive hereby
agree as follows:
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1.
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All
terms and conditions in the Agreement shall remain in full force
and effect unless specifically modified herein;
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2.
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Should
Executive’s employment end for any reason except death,
disability (as defined in Section 3(B) of the Agreement),
termination for cause (as defined in Section 3(C) of the
Agreement) or should Executive elect to voluntarily resign for
any of the reasons enumerated in Section 4 (A-E) of the
Agreement, then Executive shall receive the
following:
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a.
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His/her
normal gross salary, as it existed on the date of separation
of employment from the Company, and which shall not be lower
than Executive’s salary on the date of this Amendment,
payable for one year from the last day of Executive’s
employment with Company, subject to withholdings required by
law or elected by Executive (the “Salary Benefit”)
subject to the following conditions:
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i.
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The
Salary Benefit shall be paid on the Company’s normal and
customary pay days;
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ii.
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Should
Executive begin subsequent employment with any other employer
or provide services for remuneration for any person or entity
as a consultant or contractor while the Salary Benefit is
payable, then the gross amount of the Salary Benefit shall be
reduced by the amount of the Executive’s gross salary at
his/her subsequent employment;
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b.
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Executive
shall be paid a lump sum payment equal to any bonus
to
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