RESIGNATION AGREEMENT AND
COMPLETE GENERAL RELEASE
This Resignation Agreement and
Complete General Release (the “Agreement”) is entered
into effective this 23rd day of July, 2008 by and between Steven C.
Schiller (“Mr. Schiller”) and The Steak n Shake Company
(“SNS”).
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Resignation. In consideration for the representations,
promises, and warranties made herein, Mr. Schiller resigns his
employment and his position as an officer of SNS and as a director
or officer of any of its affiliates of subsidiaries effective July
23, 2008 (the “Resignation Date”).
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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. Schiller with certain pay and benefits as set forth
below:
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SNS shall pay
to Mr. Schiller an amount equal to ten months of his current salary
($257,500 annually) less applicable withholdings and deductions
authorized by law or Mr. Schiller (the “Settlement
Amount”). The Settlement Amount shall be paid in a
lump sum within five (5) days after the expiration of all
revocation periods contained in this Agreement.
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SNS shall
retain Mr. Schiller in its group health and medical plans
(collectively the “Medical Plan”) for up to one year or
until Mr. Schiller is covered by another group insurance plan,
whichever is shorter, on the same terms and conditions as he is
currently covered. Should SNS not be able to retain Mr.
Schiller as a participant in the Plan then it shall pay him an
amount sufficient to allow him to pay the cost of COBRA or other
continuation coverage on a basis that would equal his current
out-of-pocket cost for the Plan’s coverage.
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Mr. Schiller
may retain a company-owned automobile and operate it in compliance
with SNS’s automobile policy for up to six
months. SNS shall have no responsibility for gas, oil,
maintenance, insurance or other operating expenses associated with
the automobile.
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Mr. Schiller agrees and
understands that the Settlement Amount 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 is specifically allocable
to the waiver of any claims under the Age Discrimination in
Employment Act and/or the Older Workers Benefits Protection
Act. Mr. Schiller acknowledges that, except for the
payments and other benefits contemplated by this Agreement (and any
equity incentive awards fully vested as of the Resignation Date)
the Company has paid him all compensation to which he is entitled
in connection with his employment with SNS.
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Consultation and Transition
Services. Mr. Schiller agrees to provide up to
eight (8) hours per week of consulting and transition services at
mutually agreeable times through September 8, 2008, not including
the period between July 30 and August 6,
2008.
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Confidentiality and
Non-Disparagement. Mr. Schiller’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. Schiller
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. Schiller 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. Schiller’s goodwill or reputation. If
Mr. Schiller 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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Raiding
of Employees. Mr. Schiller 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, sol
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