EXHIBIT
10.1
RESIGNATION AGREEMENT AND COMPLETE GENERAL RELEASE
This Resignation Agreement and Complete General Release
(the “Agreement”) is entered into effective this
11
th day of July, 2008 by and between Jeffrey A. Blade
(“Mr. Blade”) and The Steak n Shake Company and its
corporate affiliates and subsidiaries (collectively
“SNS”).
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Resignation. In consideration for the
representations, promises, and warranties made herein, Mr. Blade
resigns his employment and his position as an officer of SNS
effective July 11, 2008 (the “Resignation
Date”).
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2.
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Consideration and Settlement Amount. In
consideration of the mutual promises and representations made
herein by the parties, SNS will provide Mr. Blade with certain pay
and benefits in accordance with this Paragraph 2:
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a.
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SNS
shall pay to Mr. Blade an amount equal to Mr. Blade’s
gross annual salary less applicable withholdings and
deductions authorized by law or Mr. Blade (the
“Settlement Amount”). The Settlement
Amount shall be paid in a lump sum within five (5) days after
the expiration of any revocation periods contained in this
Agreement.
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b.
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SNS
pay a provider of Mr. Blade’s choice to provide him with
outplacement services at a cost that shall not exceed $12,000
(the “Outplacement Payment”). Should
Mr. Blade not select a provider of outplacement services
within six (6) months of the date of this Agreement SNS shall
pay the Outplacement Payment to him in a lump sum, less
applicable withholdings and deductions authorized by law or
Mr. Blade.
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c.
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Mr.
Blade may retain and continue to use his company-owned
automobile in, compliance with SNS’s automobile policy,
for up to 60 days, or until he obtains a personal vehicle,
whichever is sooner.
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Mr. Blade agrees and understands that the Settlement
Amount, the Outplacement Payment and other consideration
provided pursuant to this Agreement constitute money and
consideration to which he is not otherwise entitled, and he
agrees that a portion of the Settlement Amount and
Outplacement Payment is specifically allocable to the waiver
of any claims under the Age Discrimination in Employment Act
and/or the Older Workers Benefits Protection
Act.
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3.
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Confidentiality and Non-Disparagement. Mr.
Blade’s service at SNS provided him with knowledge of certain
financial, business, marketing and other information that
constitutes confidential information of a proprietary nature to
Steak n Shake and “Material Non Public Information” as
that term is defined under the Federal Securities laws
(collectively the “Confidential
Information”). Mr. Blade agrees that he will take
all steps necessary to safeguard the Confidential Information and
that he will not, directly or indirectly use, disclose or
disseminate to any other person, entity, business or corporation or
otherwise share any Confidential Information. Mr. Blade
also agrees that he will not communicate (verbally or non-verbally)
anything that a reasonable person would perceive as having the
effect of diminishing or injuring the goodwill and/or reputation of
SNS, its officers, directors or
associates.
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No officer or other person authorized to act on behalf
of the Company with regard to such action will make any
statements that would be reasonably likely to injure Mr.
Blade’s goodwill or reputation. If Mr. Blade
becomes aware of such a statement being made he shall notify
the Company’s Senior Vice President, Human Resources or
General Counsel, who shall investigate and use their best
efforts to cure any statement made in violation of this
provision within five (5) business days of their receipt of
such notice.
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4.
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Raiding of Employees. Mr. Blade agrees that for
a period of one (1) year after the date of this Agreement he will
not directly or indirectly, on his own behalf or on behalf of any
other person or entity: (1) hire, solicit, recruit, or
otherwise attempt to hire or enter into any employment, consulting
or contractual relationship with any individual employed by the
Company, (2) share the names, addresses, telephone numbers, e-mail
addresses or other means of contacting any Company employee with
any other person or entity, or (3) share information regarding the
sal
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