Exhibit 10.8
GENERAL RELEASE AND RETIREMENT
SEPARATION AGREEMENT
This General Release and Retirement
Separation Agreement (“Retirement Separation
Agreement”) is entered into between Bart A. Brown, Jr.
(“Brown”) and MAIN STREET AND MAIN INCORPORATED
(“Main Street”) (jointly referred to as “the
parties”).
RECITALS
(A)
Brown is an Arizona employee of Main
Street.
(B)
Brown’s employment with Main
Street is formally ending effective March 31st, 2004. His last
day at work will be Wednesday, March 31, 2004.
(C)
Brown and Main Street have decided
to amicably resolve all matters between them concerning
Brown’s employment and the circumstances surrounding his
retirement and the ending of his employment and relationship with
Main Street.
AGREEMENT
NOW THEREFORE, in consideration of
the mutual promises set forth below in this Retirement Separation
Agreement, Brown and Main Street agree as follows:
1.
Notwithstanding the date of
execution of this Retirement Separation Agreement, the parties
agree that it is their intent that it shall not be effective until
March 31, 2004, the date of Brown’s retirement from Main
Street, and that on March 31, 2004 it shall be in full force
and effect. In addition, the parties recognize that Brown shall
continue to be employed by Main Street through March 31, 2004.
Pursuant to such employment Brown shall be entitled to receive his
current salary and related fringe benefits from this date through
March 31, 2004, his bonus for 2003 as determined by the
Compensation Committee of the Board of Directors and reimbursement
for expenses incurred for Main Street through March 31, 2004.
In consideration for a General Release given by Brown in this
Retirement Separation Agreement, Main Street will
provide him, at the times specified,
the following payments and benefits. Brown acknowledges that he is
not otherwise entitled to receive the following without the signed
execution of this Retirement Separation Agreement.
a.
Payment of one year annual base pay
or $300,000 as Retirement Separation Pay with applicable State and
Federal taxes withheld. This Retirement Separation pay will be paid
in monthly installments of $25,000 less applicable taxes commencing
on the first day of April 2004 and monthly thereafter on the
first day of each succeeding month until this sum has been paid in
full. The sum called for hereunder shall be payable to
Brown’s estate in the event of his death or
disability.
b.
Main Street will allow Brown to
participate in the existing Main Street programs, at his cost of
the actual premiums, for executive physicals healthcare benefits
and life insurance.
c.
Main Street agrees to honor
Brown’s existing stock options reflected on Exhibit A
attached hereto, but no additional options shall be
granted.
d.
Under a separate agreement, Main
Street is offering Brown, contemporaneously with the execution of
the Retirement Separation Agreement, a consulting contract
(attached hereto as Exhibit B and incorporated herein by reference)
commencing on the date of this Retirement Separation Agreement and
through September 30, 2005.
e.
All accrued but unused vacation
shall be taken by Brown prior to March 31, 2004 or shall be
waived.
2.
In consideration of the above
mentioned payment and benefits, Brown and his successors and
assigns, release and discharge Main Street and Main
Street-sponsored employee benefits plans in which Brown
participates, and any of Main Street’s affiliates and/or
subsidiary entities (hereafter collectively referred to as
“Main Street”) and all Main Street’s past,
present and future
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officers, directors, partners,
agents, shareholders, trustees, lawyers, legal representatives,
employees, assigns, joint ventures, insurers,
predecessors-in-interest, successors-in-interest, and underwriters,
any other agents from any and all causes of action, judgments,
liens, indebtedness, costs, charges, damages, obligations,
attorney’s fees, losses, claims, liabilities and demands of
whatever kind and character, known or unknown
(“Claims”), which Brown may now have or has ever had
against Main Street, including without limitation, all claims
arising from or in any way connected with the employment of Brown
by Main Street or whether acting within or beyond the scope of
their employment, or based in tort, contract (express or implied)
or any federal, state or local law, statute or
regulation.
3.
In consideration of the above
mentioned payment and benefits, Main Street and Main Street’s
affiliates and subsidiaries, and its successors and assigns,
subsidiary entities (hereafter collectively referred to as
“Main Street”) and all Main Street’s past,
present and future officers, directors, partners, agents,
shareholders, trustees, lawyers, legal representatives, employees,
assigns, joint ventures, insurers, predecessors-in-interest,
successors-in-interest, and underwriters, any other agents release
and discharge Brown from any and all causes of action, judgments,
liens, indebtedness, costs, charges, damages, obligations,
attorney’s fees, losses, claims, liabilities and demands of
whatever kind and character, (“Claims”), which Main
Street may now have or have ever had against Brown, including
without limitation, all claims arising from or in any way connected
with the employment of Brown by Main Street or whether acting
within or beyond the scope of his employment, or based in tort,
contract (express or implied) or any federal, state or local law,
statute or regulation.
4.
Brown’s release of Claims
includes, but is not limited to, any Claims arising under Title VII
of the Civil Rights Act of 1964, as amended. 42 U.S.C.
§ 2000(e), et seq: the Civil Rights act of 1966,
as amended, 42 U.S.C. § 1981, et seq: the Age
Discrimination in Employment Act,
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