##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON D.C. 20549
 FORM 10-K/A No. 1
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended October 28, 2007
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 0-11514
 Max & Ermas Restaurants, Inc.
  Delaware
    
    31-1041397(State or other jurisdiction 
of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 4849 Evanswood Drive, Columbus, Ohio 43229
 614-431-5800
  Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, $0.10 Par Value
    
    NASDAQ Global Market
 None
 o þ
 o þ
 þ o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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TABLE OF CONTENTS  PART IIIItem 10. Directors, Executive Officers and Corporate Governance.Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.Item 13. Certain Relationships and Related Transactions, and Director Independence.Item 14. Principal Accountant Fees and Services.PART IVSIGNATURESEx-31.1Ex-31.2    Table of Contents  INTRODUCTORY NOTE:
  
 PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance.
 Directors
  Directors  Terms to Expire 2008 (Class I)
 DirectorName and Age
    
    Continuously Since
    
    Principal Occupation(1)William C. Niegsch, Jr., 55
    
    
    1982
    
    
    Executive Vice President, Chief
Financial Officer, Treasurer and
Secretary.Curtis A. Loveland, 61
    
    
    2007
    
    
    Partner at Porter, Wright, Morris
& Arthur LLP since 1979. Mr.
Loveland heads the Corporate
Department and practices in the
areas of corporate and securities
law. Mr. Loveland is also a
director of Rocky Brands, Inc., a
NASDAQ Global Select company that
has a class of securities
registered pursuant to Section
12(b) of the Securities Exchange
Act of 1934.
 Directors  Terms to Expire 2009 (Class II)
 DirectorName and Age
    
    Continuously Since
    
    Principal Occupation(1)Donal H. Malenick, 69
    
    
    2006
    
    
    Chairman of Columbus Steel
Castings since February 2003, a
steel foundry that manufactures
steel castings for a variety of
industries, including railroads,
mining, and construction. Mr.
Malenick served as Chief
Executive Officer of Columbus
Steel Castings from March 2003
until December 2006. Prior to
that, Mr. Malenick has been
retired from Worthington
Industries, Inc. since May 1999.Mark F. Emerson, 60
    
    
    2006
    
    
    Chief Operating Officer of the
Company for more than five years
prior to his resignation as an
officer in December 2003, and an
employee of the Company from
January 2004 through December
2004. Mr. Emerson became a
member of the Board of Directors
in March 2006.Michael G. Giulioli, 55
    
    
    2006
    
    
    Chief Operating Officer of RD
Legal Funding, LLC, since July
2005, a specialty finance company
serving the legal profession.
Prior to that, Mr. Giulioli
served as Vice President & Senior
Officer for Park National Bank
from January 2004 to June 2005
and Vice President of Credit &
Underwriting for Textron
Financial Corporation from June
2001 to December 2003.
 2




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##### Table of Contents



Directors  Terms to Expire 2010 (Class III)
 DirectorName and Age
    
    Continuously Since
    
    Principal Occupation(1)Todd B. Barnum, 65
    
    
    1982
    
    
    Chairman of the Board of
Directors. Mr. Barnum served as
President of the Company until
September 2005 and as Chief
Executive Officer until September
2007.Jay B. Barney, 53
    
    
    2006
    
    
    Professor of Management and the
Chase Chair for Excellence in
Corporate Strategy at The Ohio
State University.
 
 (1)
    
    Unless otherwise stated, the director has held the occupation for the previous five
years. Executive Officers
    Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Conduct
   Material Changes to Procedures by Which Stockholders May Recommend Nominees to the Board of
Directors
  3




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##### Table of Contents



Audit Committee
  Item 11. Executive Compensation.
  Compensation Discussion and Analysis
  
    
    the role of the Compensation Committee in setting executive compensation;
    
    our compensation philosophy and its underlying principles  including the
objectives of our executive compensation program and what it is designed to reward;
    
    our process for setting executive compensation; and
    
    the elements of our executive compensation program  including a discussion of why
we choose to pay each element of compensation, how we determine the amount of such
element, and how each element fits into our overall compensation objectives and total
compensation for our NEOs.
 The Compensation Committee
    
    
    discharge the Boards responsibilities relating to executive compensation;
    
    review and discuss with management the disclosures in the CD&A to be included in the
annual proxy statement and any other regulatory filings and make a recommendation to
the Board as to whether such disclosures shall be included in the appropriate filing;
    
    discharge the Boards responsibilities relating to the administration of the
Companys compensation programs and plans, including but not limited to awarding grants
of stock options;
 4




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##### Table of Contents




    
    prepare an annual report on executive compensation for inclusion in the proxy
statement as the Compensation Committee Report;
    
    review and approve on an annual basis the corporate goals and objectives with
respect to the chief executive officer, evaluate the chief executive officers
performance in light of such goals and objectives at least once a year, and, based on
such evaluation, set the chief executive officers annual compensation, including
salary, bonus, incentive and equity compensation;
    
    review and approve on an annual basis the evaluation process and compensation
structure for our other executive officers and evaluate and approve the annual
compensation for such executive officers, including salary, bonus, incentive and equity
compensation;
    
    administer our compensation programs and plans, including, but not limited to,
incentive compensation, equity, and qualified and non-qualified benefit plans; and
    
    recommend to the Board the compensation arrangements with non-employee directors.
   Compensation Philosophy and Objectives
  
    
    to attract and retain qualified key executives;
    
    to reward, reinforce and provide incentives for individual performance and financial
results;
    
    to relate compensation to our goals and objectives; and
    
    to align our NEOs financial interests with our stockholders financial interests.
   5




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##### Table of Contents



Compensation Tax Philosophy
  Compensation Committee Process for Determining Executive Compensation
    Compensation Program Elements
  
    
    salary;
    
    non-equity incentive compensation;
    
    equity compensation;
    
    retirement benefits; and
    
    health and welfare benefits.
  6




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Salary
   Bonus
  Non-Equity Incentive Compensation
   2007 Non-Equity Incentive Compensation Opportunity
 Executive
    
    Fixed Bonus Opportunity
    
    Bonus PoolMr. Lindeman
    
    $
    25,000
    
    
    40% of the Bonus PoolMr. Barnum
    
    $
    10,000
    
    
    20% of the Bonus PoolMr. Niegsch
    
    $
    10,000
    
    
    20% of the Bonus PoolMr. Howenstein
    
    $
    10,000
    
    
    10% of the Bonus Pool
    7




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##### Table of Contents



Equity Compensation
   Supplemental Deferred Compensation Plan and Accompanying Trust Agreement:
   
    
    brought the Plan into compliance with the requirements of Section 409A of the
Internal Revenue Code (the Code);
    
    allowed participants to complete on or before December 31, 2007, a new deferral
election specifying the time and form of payment of all or a portion of the
participants deferred compensation account, effective on or after January 1, 2008;
    
    restricted the eligibility of new employees to become participants in the Plan;
    
    restricted the ability of participants to complete deferral elections after December
31, 2007; and
    
    provided for the termination of the Plan in the event of certain changes in
ownership of the Company.
  All Other Compensation
  8




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##### Table of Contents



401(k) plan
  Medical Reimbursement plan:
  Split dollar life insurance policies:
     Additional payments
  Employment/Retirement Agreements
  9




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##### Table of Contents



Summary Compensation Table
  SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2007
 Non-EquityStock
    
    Option
    
    Incentive Plan
    
    All OtherName and
    
    
    
    
    
    Salary
    
    Bonus
    
    Awards
    
    Awards
    
    Compensation
    
    Compensation
    
    TotalPrincipal Position
    
    Year
    
    ($)
    
    ($)
    
    ($)
    
    ($)(1)
    
    ($)
    
    ($)(2)
    
    ($)Robert A. Lindeman
    
    
    2007
    
    
    
    271,303
    
    
    
    
    
    
    
    
    
    
    
    50,646
    
    
    
    
    
    
    
    1,833
    
    
    
    323,782President and Chief
Executive OfficerWilliam C. Niegsch, Jr.
    
    
    2007
    
    
    
    234,707
    
    
    
    
    
    
    
    
    
    
    
    36,170
    
    
    
    
    
    
    
    29,167
    
    
    
    300,044Executive Vice
President, Chief
Financial Officer,
Treasurer and
SecretaryTodd B. Barnum(4)
    
    
    2007
    
    
    
    341,020
    
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    100,979
    
    
    
    441,999Chairman of the Board
of DirectorsJames E. Howenstein(5)
    
    
    2007
    
    
    
    169,293
    
    
    
    
    
    
    
    
    
    
    
    30,396
    
    
    
    
    
    
    
    1,833
    
    
    
    201,522Regional Vice President
 
 (1)
    
    Represents the dollar amount recognized for financial statement reporting purposes
with respect to the fiscal year in accordance with FAS 123R, disregarding any estimate of
forfeitures during the year, but accounting for any actual forfeitures by an NEO during the
fiscal year. For a discussion of the assumptions made in the valuation of the dollar amount
recognized, please refer to footnotes one and six to the Companys Financial Statements, which
are set forth in Item 8 of the Annual Report on Form 10-K for the fiscal year ended October
28, 2007. The amount shown in the Option Awards column for Mr. Barnum includes a deduction of
$73,016 for forfeitures of awards by Mr. Barnum during 2007 as a result of his retirement,
effective on September 19, 2007.(2)
    
    Represents: 
    
    a payment of $17,041 for medical reimbursements on behalf of Mr. Barnum;
    
    a payment of $40,000 and $20,000 to the deferred compensation accounts of Mr. Barnum
and Mr. Niegsch in lieu of tax offset payments associated with the exercise of certain
non-qualified stock options;
    
    the annual full amount of premiums paid by the Company on split dollar life
insurance policies in amounts of $27,500 for Mr. Barnum, $9,167 for Mr. Niegsch, $1,833
for Mr. Lindeman, and $1,833 for Mr. Howenstein; and
    
    a payment of $16,438 to Mr. Barnum for consulting services following his retirement.
 
 (4)
    
    Mr. Barnum resigned as our Chief Executive Officer, effective September 19, 2007.
He is deemed to be a named executive officer because he severed as the Companys principal
executive officer for a portion of fiscal 2007. 10




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##### Table of Contents



(5)
    
    Mr. Howenstein served as our Chief Operating Officer until September 10, 2007. He
is deemed to be a named executive officer because but for the fact that he was not serving as
an executive officer at the end of the fiscal year, disclosure regarding his compensation
would have been required under Item 402(a)(3)(iii) of Regulation S-K. Grants of Plan-Based Awards Table
  GRANT OF PLAN-BASED AWARDS TABLE FOR FISCAL 2007
 AllOtherStock
    
    All
    
    
    
    
    
    GrantAwards:
    
    Other
    
    
    
    
    
    DateNumber
    
    Option
    
    
    
    
    
    Fairof
    
    Awards:
    
    Exercise
    
    ValueShares
    
    Number
    
    or Base
    
    ofEstimated Possible Payouts
    
    Estimated Future Payouts
    
    of
    
    of
    
    Price
    
    StockUnder Non-Equity
    
    Under Equity Incentive
    
    Stock
    
    Securities
    
    of
    
    andIncentive Plan Awards
    
    Plan Awards
    
    or
    
    Underlying
    
    Option
    
    OptionThreshold
    
    Target
    
    Maximum
    
    Threshold
    
    Target
    
    Maximum
    
    Units
    
    Options
    
    Awards
    
    AwardsName
    
    Grant Date
    
    ($)
    
    ($)
    
    ($)
    
    (#)
    
    (#)
    
    (#)
    
    (#)
    
    (#)
    
    ($/Sh)
    
    ($)Robert Lindeman
    
    
    n/a
    
    
    
    25,000
    
    
    
    25,000
    
    
    
    25,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    n/a
    
    
    
    (1
    )
    
    
    (1
    )
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    03/16/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    8.49
    
    
    
    157,000William Niegsch
    
    
    n/a
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    n/a
    
    
    
    (1
    )
    
    
    (1
    )
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Todd Barnum
    
    
    n/a
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    n/a
    
    
    
    (1
    )
    
    
    (1
    )
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    James Howenstein
    
    
    n/a
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    n/a
    
    
    
    (1
    )
    
    
    (1
    )
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    03/16/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    
    8.49
    
    
    
    78,500
 
 (1)
    
    Each of Messrs. Lindeman, Niegsch, Barnum, and Howenstein had the opportunity to
earn 40%, 20%, 20%, and 10%, respectively, of a Bonus Pool comprised of adjusted pre-tax
income earned by the Company in excess of amounts required to pay fixed bonus opportunities.
There is no preset threshold, target, or maximum of the Bonus Pool. 11




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##### Table of Contents



Outstanding Equity Awards at Fiscal Year-End Table
  OUTSTANDING EQUITY AWARDS AT FISCAL 2007 YEAR-END TABLE
 Option Awards(1)
    
    Stock AwardsEquityIncentivePlanEquity
    
    Awards:Incentive
    
    MarketPlan
    
    orMarket
    
    Awards:
    
    PayoutEquity
    
    
    
    
    
    
    
    
    
    Number
    
    Value
    
    Number
    
    ValueIncentive
    
    
    
    
    
    
    
    
    
    of
    
    of
    
    of
    
    ofPlan
    
    
    
    
    
    
    
    
    
    Shares
    
    Shares
    
    Unearned
    
    Unearned Shares,Awards:
    
    
    
    
    
    
    
    
    
    or
    
    or
    
    Shares,
    
    UnitsNumber
    
    Number
    
    Number
    
    
    
    
    
    
    
    
    
    Units
    
    Units
    
    Units
    
    orof
    
    of
    
    of
    
    
    
    
    
    
    
    
    
    of
    
    of
    
    or
    
    OtherSecurities
    
    Securities
    
    Securities
    
    
    
    
    
    
    
    
    
    Stock
    
    Stock
    
    Other Rights
    
    RightsUnderlying
    
    Underlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    That
    
    That
    
    That
    
    ThatUnexercised
    
    Unexercised
    
    Unexercised
    
    Option
    
    
    
    
    
    Have
    
    Have
    
    Have
    
    HaveOptions
    
    Options
    
    Unearned
    
    Exercise
    
    Option
    
    Not
    
    Not
    
    Not
    
    Not(#)
    
    (#)
    
    Options
    
    Price
    
    Expiration
    
    Vested
    
    Vested
    
    Vested
    
    VestedName
    
    Exercisable
    
    Unexercisable
    
    (#)
    
    ($)
    
    Date
    
    (#)
    
    ($)
    
    (#)
    
    ($)Robert A. Lindeman
    
    
    
    
    
    
    50,000
    
    
    
    
    
    
    
    8.49
    
    
    
    03/16/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    30,000
    
    
    
    
    
    
    
    12.20
    
    
    
    11/02/15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,000
    
    
    
    2,000
    
    
    
    
    
    
    
    14.20
    
    
    
    01/27/13
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    William C. Niegsch
    
    
    5,320
    
    
    
    1,330
    
    
    
    
    
    
    
    17.75
    
    
    
    10/27/13
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,200
    
    
    
    5,800
    
    
    
    
    
    
    
    14.20
    
    
    
    01/27/13
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,000
    
    
    
    
    
    
    
    
    
    
    
    10.30
    
    
    
    10/16/11
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Todd B. Barnum
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    James Howenstein
    
    
    
    
    
    
    25,000
    
    
    
    
    
    
    
    8.49
    
    
    
    03/16/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    15,000
    
    
    
    
    
    
    
    12.20
    
    
    
    11/02/15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,000
    
    
    
    1,000
    
    
    
    
    
    
    
    17.75
    
    
    
    10/27/13
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,000
    
    
    
    1,000
    
    
    
    
    
    
    
    14.20
    
    
    
    01/27/13
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    
    13.75
    
    
    
    04/12/12
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Unexercisable options vest as follows: 
    
    Mr. Lindemans unexercisable options vest as follows: 2,000 shares on January 27, 2008;
10,000 shares on each of November 2, 2007 through 2010; 15,000 shares on March 16, 2010;
and 5,000 shares on each of March 16, 2011 through 2017.
    
    Mr. Niegschs unexercisable options vest as follows: 1,330 shares on October 27, 2008
and 5,800 shares on January 27, 2008.
    
    Mr. Howensteins unexercisable options vest as follows: 1,000 shares on January 27,
2008; 1,000 shares on October 27, 2008; and 5,000 shares on each of November 2, 2008
through 2010.
 12




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##### Table of Contents



Option Exercises and Stock Vested Table




OPTION EXERCISES AND STOCK VESTED TABLE FOR FISCAL 2007


Option Awards
    
    Stock AwardsNumber of Shares
    
    Value Realized
    
    Number of Shares
    
    Value Realized onAcquired on Exercise
    
    on Exercise
    
    Acquired on Vesting
    
    VestingName
    
    (#)
    
    ($)
    
    (#)
    
    ($)Robert A. Lindeman
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    William C. Niegsch
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Todd B. Barnum
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    James E. Howenstein
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    


Nonqualified Deferred Compensation Table




NONQUALIFIED DEFERRED COMPENSATION TABLE


Executive
    
    Registrant
    
    Aggregate
    
    Aggregate
    
    AggregateContributions
    
    Contributions
    
    Earnings in
    
    Withdrawals /
    
    Balance atin Last FY
    
    in Last FY
    
    Last FY
    
    Distributions
    
    Last FYEName
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)Robert A. Lindeman
    
    
    6,931
    
    
    
    
    
    
    
    11,602
    
    
    
    
    
    
    
    110,973William C. Niegsch
    
    
    11,323
    
    
    
    20,000
    (1)
    
    
    35,176
    
    
    
    
    
    
    
    301,945Todd B. Barnum
    
    
    26,308
    
    
    
    40,000
    (1)
    
    
    64,530
    
    
    
    
    
    
    
    460,369James E. Howenstein
    
    
    2,221
    
    
    
    
    
    
    
    4,945
    
    
    
    28,109
    
    
    
    430





|    |  |                                                                                                                                                                                                                                                                                                                                               
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) |  | Represents amounts paid to Messrs. Barnum and Niegsch in deferred compensation in
lieu of tax offset payments associated with the exercise of certain non-qualified stock
options. Amounts are included as part of the All Other Compensation column of the Summary
Compensation Table under the heading Summary Compensation Table above.

Agreements with NEOs and Potential Payments upon Termination




13



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##### Table of Contents



Employment Agreements
      
    
    failure, neglect or refusal to perform or observe any or all of the Executives
material obligations (Breach) under the Employment Agreement which Breach remains
uncured after written notice from the Company to the Executive and an opportunity to
correct such performance within a reasonable period of time as determined by the
Company, of at least 15 days after notice from the Company regarding the Breach;
    
    conviction of the Executive of any felony or other crime involving dishonesty or
moral turpitude;
    
    fraudulent conduct by the Executive or any act of dishonesty in connection with the
Companys business; or
    
    unauthorized or unfair competition with the Company or any of its affiliates,
including the unauthorized use or disclosure of trade secrets, confidential or
proprietary business information or the substantial breach of any material covenants.
     14




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##### Table of Contents



Severance Agreement in Event of Change in Control
   
    
    any person, including any group, acquires beneficial ownership of shares of the
Company which results in such person possessing more than 50% of the total voting
power to elect directors of the Company;
    
    as the result of, or in connection with, any tender or exchange offer, merger or
other business combination, or contested election, or any combination of the foregoing
transactions (a Transaction), the owners of the voting shares of the Company
outstanding immediately prior to such Transaction own less than a majority of the
voting shares of the Company after the Transaction;
    
    during any period of two consecutive years during the term of the Severance
Agreements, more than 50% of the members of the board of directors are replaced with
new members, unless the replacements were approved in advance by the directors; or
    
    the sale, exchange, transfer, or other disposition of all or substantially all of
the assets of the Company (a Sale Transaction).
  
    
    if Mr. Howenstein, alone or as part of any group, acquires beneficial ownership of
shares of the Company that results in Mr. Howenstein, or Mr. Howenstein as part of any
group, possessing more than 50% of the total voting power to elect directors of the
Company;
    
    upon the occurrence of any Transaction, Sale Transaction, consolidation, or
reorganization involving the Company and Mr. Howenstein, alone or with other officers
of the Company, or any entity in which Mr. Howenstein has an ownership interest,
except where such entity is a publicly traded company and Mr. Howenstein does not own
more than a 1% interest in such entity prior to the Transaction, Sale Transaction,
consolidation, or reorganization;
    
    a transaction otherwise commonly referred to as a management leveraged buyout; or
    
    an acquisition of stock of the Company by employee benefit plans sponsored by the
Company.
   
    
    a reduction in Mr. Howensteins title, duties, or status, or the assignment of
duties inconsistent with Mr. Howensteins office;
    
    a reduction in either Mr. Howensteins base salary or total compensation;
 15




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##### Table of Contents




    
    a requirement that Mr. Howenstein relocate or a substantial increase in Mr.
Howensteins business travel obligations;
    
    the relocation of the Companys principal executive offices to a location outside
the greater Columbus, Ohio area;
    
    the failure by the Company to continue any material fringe benefit or compensation
plan, retirement plan, life insurance plan, health and accident plan, or disability
plan in which Mr. Howenstein is participating at the time of the Change in Control; or
    
    any breach of the Severance Agreement by the Company or any successor.
  
    
    commission of a crime which is a felony, fraud, or embezzlement, or any misdemeanor
involving an act of moral turpitude or committed in connection with the Mr.
Howensteins employment and which causes the Company a substantial detriment or
embarrassment;
    
    engagement in activities or conduct clearly injurious to the best interests or
reputation of the Company;
    
    the willful and continued refusal or failure to perform reasonably assigned duties
and responsibilities in a competent or satisfactory manner as determined by the
Company;
    
    the willful and continued violation of any of the Companys rules of conduct or
behavior including the willful and continued insubordination of Mr. Howenstein; or
    
    the willful and continued violation of any of the material terms and conditions of
the severance agreement or any other written agreement or agreements that Mr.
Howenstein may have with the Company.
  Potential Payments upon Termination Tables
  16




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##### Table of Contents



TABLE OF POTENTIAL PAYMENTS TO MR. LINDEMAN
 Termination by
    
    Termination
    
    TerminationCompany with
    
    by Company
    
    upon Death or
    
    TerminationCause
    
    without Cause
    
    Disability
    
    by ExecutiveExecutive Payments
    
    ($)(1)
    
    ($)(2)
    
    ($)(3)
    
    ($)(3)Base Salary (Severance Payment)
    
    
    
    
    
    
    300,000
    (4)
    
    
    
    
    
    
    Incentive Compensation (Prorated)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Vacation
    
    
    
    
    
    
    25,000
    
    
    
    
    
    
    
    18 months of COBRA payments
    
    
    
    
    
    
    13,923
    
    
    
    13,923
    
    
    
    Stock Options (Acceleration of Vesting)
    
    
    
    
    
    
    0
    (5)
    
    
    
    
    
    
    Total value
    
    
    
    
    
    
    338,923
    
    
    
    13,923
    
    
    
    
 
 (11
    
    If employment is terminated for Cause (as defined in the Employment Agreement), Mr.
Lindeman is entitled to receive his earned but unpaid base salary and benefits.(2)
    
    If employment is terminated without Cause, Mr. Lindeman is entitled to receive his
earned but unpaid base salary, vacation, prorated incentive compensation, and COBRA payments
for the earlier of the maximum term allowable by then applicable law or the date Mr. Lindeman
becomes covered under a different health plan.(3)
    
    If employment is terminated for Death or Disability (as defined in the Employment
Agreement), or by Mr. Lindeman, Mr. Lindeman or his beneficiaries are entitled to receive his
earned but unpaid base salary, prorated incentive compensation, and certain reimbursements,
and, in the event of Disability, an amount equivalent to his COBRA payments for up to 18
months or the maximum allowed by then applicable law.(4)
    
    Represents base salary payable on a monthly basis for the shorter of the remaining
term of the Employment Agreement or six months, plus an additional six months of salary
assuming Mr. Lindeman is unable to secure comparable employment.(5)
    
    Represents the value of unvested and accelerated stock options by multiplying the
number of such options by the excess of the fair market value of a share of the Companys
common stock on the date of termination over the exercise price of the stock option. On
October 28, 2007, all of Mr. Lindemans options were underwater. 17




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##### Table of Contents



TABLE OF POTENTIAL PAYMENTS TO MR. NIEGSCH
 Termination by
    
    Termination
    
    TerminationCompany with
    
    by Company
    
    upon Death or
    
    TerminationCause
    
    without Cause
    
    Disability
    
    by ExecutiveExecutive Payments
    
    ($)(1)
    
    ($)(2)
    
    ($)(3)
    
    ($)(3)Base Salary (Severance Payment)
    
    
    
    
    
    
    230,000
    (4)
    
    
    
    
    
    
    Incentive Compensation (Prorated)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Vacation
    
    
    
    
    
    
    19,167
    
    
    
    
    
    
    
    18 months of COBRA payments
    
    
    
    
    
    
    13,923
    
    
    
    13,923
    
    
    
    Stock Options (Acceleration of Vesting)
    
    
    
    
    
    
    0
    (5)
    
    
    
    
    
    
    Total value
    
    
    
    
    
    
    263,090
    
    
    
    13,923
    
    
    
    
 
 (11
    
    If employment is terminated for Cause (as defined in the Employment Agreement), Mr.
Niegsch is entitled to receive his earned but unpaid base salary and benefits.(2)
    
    If employment is terminated without Cause, Mr. Niegsch is entitled to receive his
earned but unpaid base salary, vacation, prorated incentive compensation, and COBRA payments
for the earlier of the maximum term allowable by then applicable law or the date Mr. Niegsch
becomes covered under a different health plan.(3)
    
    If employment is terminated for Death or Disability (as defined in the Employment
Agreement), or by Niegsch, Mr. Niegsch or his beneficiaries are entitled to receive his earned
but unpaid base salary, prorated incentive compensation, and certain reimbursements, and, in
the event of Disability, an amount equivalent to his COBRA payments for up to 18 months or the
maximum allowed by then applicable law.(4)
    
    Represents base salary payable on a monthly basis for the shorter of the remaining
term of the Employment Agreement or six months, plus an additional six months of salary
assuming Mr. Niegsch is unable to secure comparable employment.(5)
    
    Represents the value of unvested and accelerated stock options by multiplying the
number of such options by the excess of the fair market value of a share of the Companys
common stock on the date of termination over the exercise price of the stock option. On
October 28, 2007, all of Mr. Niegschs options were underwater. 18




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##### Table of Contents



TABLE OF POTENTIAL PAYMENTS TO MR. HOWENSTEIN (1)
 Termination byTermination upon
    
    Company withoutTermination by
    
    Death, Disability,
    
    Cause or by Mr.Company with Cause
    
    or Retirement
    
    Howenstein for GoodFollowing a Change
    
    Following a Change
    
    Reason Following ain Control
    
    in Control
    
    Change in ControlExecutive Payments
    
    ($)(2)
    
    ($)(2)
    
    ($)Base Salary (Severance Payment)
    
    
    
    
    
    
    
    
    
    
    214,127
    (3)Incentive Compensation (Severance Payment)
    
    
    
    
    
    
    
    
    
    
    Split Dollar Life Insurance Policy
    
    
    
    
    
    
    
    
    
    
    5,250
    (4)Vacation
    
    
    
    
    
    
    
    
    
    
    14,583
    (5)Stock Options (Acceleration of Vesting)
    
    
    
    
    
    
    
    
    
    
    0
    (6)Total value
    
    
    
    
    
    
    
    
    
    
    233,960
 
 (1)
    
    Assumes Mr. Howenstein is terminated within 12 months of a Change in Control (as
defined in the Agreement).(2)
    
    If employment is terminated for Cause, death, Disability, or Retirement (as each
capitalized term is defined in the Agreement), Mr. Howenstein is entitled to receive his
earned but unpaid base salary.(3)
    
    Represents 1.5 times average annual compensation for the preceding five taxable
years.(4)
    
    Represents the value of the unvested portion of the Companys cash value of Mr.
Howensteins split dollar life insurance policy, which vests upon termination.(5)
    
    Represents compensation for any current unused vacation days.(6)
    
    Represents the value of unvested and accelerated stock options by multiplying the
number of such options by the excess of the fair market value of a share of the Companys
common stock on the date of termination over the exercise price of the stock option. On
October 28, 2007, Mr. Howensteins options were underwater. Agreements with Departed Executive
     19




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##### Table of Contents



Director Compensation
   
    
    $2,750 per quarter;
    
    $1,000 for each Board meeting attended in person;
    
    $500 for each telephonic Board meeting attended; and
    
    $500 for each committee meeting attended, including special committee meetings.
  20




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##### Table of Contents



DIRECTOR COMPENSATION FOR 2007
 Fees Earned
    
    Optionin Cash
    
    Awards
    
    TotalName
    
    ($)
    
    ($)(1)
    
    ($)Jay B. Barney(2)
    
    
    14,250
    
    
    
    5,738
    
    
    
    19,988Donal H. Malenick(3)
    
    
    13,750
    
    
    
    894
    
    
    
    14,644Mark F. Emerson(4)
    
    
    12,750
    
    
    
    894
    
    
    
    13,644Michael G. Giulioli(5)
    
    
    14,250
    
    
    
    894
    
    
    
    15,144Curtis A. Loveland(6)
    
    
    9,000
    
    
    
    2,384
    
    
    
    11,384
 
 (1)
    
    Represents the dollar amount recognized for financial statement reporting purposes
with respect to the fiscal year in accordance with FAS 123R, disregarding any estimate of
forfeitures during the year, but accounting for any actual forfeitures by a non-employee
director during the fiscal year. For a discussion of the assumptions made in the valuation of
the dollar amount recognized, please refer to footnotes one and six to the Companys Financial
Statements, which are set forth in Item 8 of the Annual Report on Form 10-K for the fiscal
year ended October 28, 2007.(2)
    
    Mr. Barney has options to purchase 6,000 shares of the Companys common stock as of
December 31, 2007.(3)
    
    Mr. Malenick has options to purchase 6,000 shares of the Companys common stock as
of December 31, 2007.(4)
    
    Mr. Emerson has options to purchase 6,000 shares of the Companys common stock as of
December 31, 2007.(5)
    
    Mr. Giulioli has options to purchase 6,000 shares of the Companys common stock as
of December 31, 2007.(6)
    
    Mr. Loveland has options to purchase 6,000 shares of the Companys common stock as
of December 31, 2007. Compensation Committee Interlocks and Insider Participation
  21




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##### Table of Contents



Compensation Committee Report
   
 
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
 Equity Compensation Plan Information
  Number of securitiesremaining availableNumber of Securities
    
    
    
    
    
    
    for issuance underto be issued upon
    
    
    Weighted-average exercise
    
    
    equity compensationexercise of
    
    
    price of outstanding
    
    
    plans (excludingoutstanding options,
    
    
    options, warrants and
    
    
    securities reflectedwarrants and rights
    
    
    rights
    
    
    in column (a))(a)
    
    
    (b)
    
    
    (c)Equity compensation
plans approved by
security
holders(1)
    
    
    301,150
    
    
    $
    11.42
    
    
    
    219,154Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    301,150
    
    
    $
    11.42
    
    
    
    219,154
 
 (1)
    
    Equity compensation plans approved by stockholders include the 2007 Stock Incentive
Plan, the 2002 Stock Option Plan, and the 1996 Stock Option Plan. Security Ownership by Principal Stockholders
  22




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##### Table of Contents



Name of
    
    Number of Shares Beneficially
    
    PercentageBeneficial Owner(1)
    
    Owned(2)
    
    of Class(3)Roger D. Blackwell
    
    
    423,176
    (4)
    
    
    16.6
    %Todd B. Barnum
    
    
    305,840
    (5)
    
    
    12.0
    %Donal H. Malenick
    
    
    285,400
    (6)
    
    
    10.3
    %Mark F. Emerson
    
    
    254,490
    (7)
    
    
    9.9
    %William C. Niegsch, Jr.
    
    
    143,334
    (8)
    
    
    5.5
    %
 
 (1)
    
    The address of Roger D. Blackwell is 1738 Fishinger Road, Columbus, Ohio 43221. The
address of Todd B. Barnum and William C. Niegsch, Jr. is c/o Max & Ermas Restaurants, Inc.,
4849 Evanswood Drive, Columbus Ohio 43229. The address of Donal H. Malenick is 4461 Wayside
Dr., Naples, Florida 34119. The address of Mark F. Emerson is 405 Del Sol Circle, Tequesta,
Florida 33469.(2)
    
    Beneficial ownership is determined in accordance with the rules of the Securities
and Exchange Commission which generally attribute beneficial ownership of securities to
persons who possess sole or shared voting power and/or investment power with respect to those
securities.(3)
    
    Percentage of Class is calculated by dividing the number of shares beneficially
owned by the total number of outstanding shares of the Company on December 31, 2007, plus the
number of shares such person has the right to acquire within 60 days of December 31, 2007.(4)
    
    Based on information contained in a Schedule 13D/A filed with the Securities and
Exchange Commission on November 17, 2004, and Mr. Blackwells Section 16(a) reports under the
Exchange Act. Includes 28,355 shares held in Mr. Blackwells IRA.(5)
    
    Includes 732 shares held in Mr. Barnums IRA but does not include 402 shares held by
Mr. Barnums spouse for which Mr. Barnum disclaims beneficial ownership.(6)
    
    Includes 5,000 shares which Mr. Malenick has a right to purchase under presently
exercisable options and 202,980 shares into which Mr. Malenick has a right to convert a
$1,000,000 installment of principal, plus interest at a rate of 8.5% per year, at a conversion
price of $5.00 per share, for a Convertible Promissory Note dated October 29, 2007.(7)
    
    Includes 5,000 shares which Mr. Emerson has a right to purchase under presently
exercisable options.(8)
    
    Includes 49,320 shares which Mr. Niegsch has a right to purchase under presently
exercisable options but does not include 11,000 shares held by Mr. Niegschs spouse for which
Mr. Niegsch disclaims beneficial ownership. Security Ownership of Management
  23




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##### Table of Contents



Number of Shares
    
    PercentageName of Beneficial Owner
    
    Beneficially Owned(1)
    
    of Class(2)Robert A. Lindeman(3)
    
    
    33,750
    
    
    
    1.3
    %William C. Niegsch, Jr.(4)
    
    
    143,334
    
    
    
    5.5
    %Todd B. Barnum(5)
    
    
    305,840
    
    
    
    12.0
    %Jay B. Barney(6)
    
    
    1,666
    
    
    
    
    *Donal H. Malenick(7)
    
    
    285,400
    
    
    
    10.3
    %Mark F. Emerson(8)
    
    
    254,490
    
    
    
    9.9
    %Michael G. Giulioli(9)
    
    
    8,000
    
    
    
    
    *Curtis A. Loveland(10)
    
    
    3,328
    
    
    
    
    *All directors and executive officers as a group (8 persons)(11)
    
    
    1,039,521
    
    
    
    36.43
    %
 
 (1)
    
    For purposes of the above table, a person is considered to beneficially own any
shares with respect to which he exercises sole or shared voting or investment power or as to
which he has the right to acquire the beneficial ownership within 60 days of December 31,
2007. Unless otherwise indicated, voting power and investment power are exercised solely by
the person named above or shared with members of that persons household.(2)
    
    Percentage of Class is calculated by dividing the number of shares beneficially
owned by the total number of outstanding shares of the Company on December 31, 2007, plus the
number of shares such person has the right to acquire within 60 days of December 31, 2007. An
"* indicates less than 1%.(3)
    
    Includes 30,000 shares which may be purchased under stock options exercisable within
60 days of December 31, 2007.(4)
    
    See preceding table and notes thereto.(5)
    
    See preceding table and notes thereto.(6)
    
    Includes 1,666 shares which may be purchased under stock options exercisable within
60 days of December 31, 2007.(7)
    
    See preceding table and notes thereto.(8)
    
    See preceding table and notes thereto.(9)
    
    Includes 5,000 shares which may be purchased under stock options exercisable within
60 days of December 31, 2007.(10)
    
    Includes 991 shares held in Mr. Lovelands Keogh account but does not include 8,918
shares held by Mr. Lovelands spouse for which Mr. Loveland disclaims beneficial ownership.(11)
    
    Includes 95,987 shares which may be purchased under stock options exercisable
within 60 days of December 31, 2007, and 202,980 shares into which Mr. Malenick has a right to
convert a $1,000,000 installment of principal, plus interest at a rate of 8.5% per year, at a
conversion price of $5.00 per share, for a Convertible Promissory Note dated October 29, 2007. 24




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##### Table of Contents



Item 13. Certain Relationships and Related Transactions, and Director Independence.
 Transactions with Related Persons
 LLP
   Director Independence
  25




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##### Table of Contents



Item 14. Principal Accountant Fees and Services.
 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES
  2007
    
    2006Audit Fees(1)
    
    $
    235,725
    
    
    $
    183,500Audit-Related Fees(2)
    
    $
    25,175
    
    
    
    Tax Fees(3)
    
    $
    40,015
    
    
    $
    27,000All Other Fees(4)
    
    $
    35,870
    
    
    $
    33,450
 
 (1)
    
    Includes fees for audits for fiscal 2006 and 2007, financial statements, and reviews
of the related quarterly financial statements.(2)
    
    Includes fees for accounting work in response to SEC comments on the Companys 2006
Form 10-K and Annual Report.(3)
    
    Includes fees for services relating to tax compliance and tax planning.(4)
    
    Fees for fiscal 2006 and 2007 were related to cost segregation studies and other
miscellaneous consulting fees.  
 PART IV
 Item 15. Exhibits, Financial Statement Schedules.
  ExhibitNo.
    
    Description
    
    Page No.3(a)
    
    Restated Certificate of Incorporation, as amended April
4, 1985.
    
    Reference is made
to Exhibit 4(c) of
Report on Form 10-Q
filed June 26,
1985.3(b)
    
    Certificate of Amendment of Certificate of
Incorporation, dated September 22, 1986.
    
    Reference is made
to Exhibit 3(c) of
Report on Form 10-K
filed January 23,
1987.3(c)
    
    Certificate of Amendment of Certificate of
Incorporation, dated May 30, 1990.
    
    Reference is made
to Exhibit 3(d) of
Report on form 10-K
filed January 25,
1991.3(d)
    
    Amended and Restates By-Laws, adopted March 16, 2007.
    
    Reference is made
to Exhibit 3 of
Report on Form 8-K
filed March 21,
2007.
 26




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##### Table of Contents



ExhibitNo.
    
    Description
    
    Page No.4(a)
    
    Form of Common Stock Certificate.
    
    Reference is made
to Exhibit 4(a) of
Registration
Statement on Form
S-1 (Registration
No. 2-85585).4(b)
    
    Articles FOURTH, SEVENTH, EIGHTH, NINTH, TENTH and
ELEVENTH of the Companys Restated Certificate of
Incorporation and amendments thereto and Articles II,
IV, VI, and VII of the Companys Amended and Restated
By-Laws.
    
    Reference is made
to Exhibits 3(a),
3(b), 3(c), and
3(d) of this Report
on Form 10-K.10(a)
    
    Max & Ermas Ltd. Agreement of Limited Partnership,
dated May 17, 1972.
    
    Reference is made
to Exhibit 10(b) of
Registration
Statement on Form
S-1 (Registration
No. 2-85585).10(b)
    
    First Amendment to Agreement of Limited Partnership of
Max & Ermas Ltd., dated September 9, 1974.
    
    Reference is made
to Exhibit 10(b) of
Registration
Statement on Form
S-1 (Registration
No. 2-85585).10(c)
    
    1992 Stock Option Plan.
    
    Reference is made
to Exhibit 10(q) of
Report on Form 10-K
filed January 25,
1993.10(d)
    
    1996 Stock Option Plan.
    
    Reference is made
to Exhibit 10(p) of
Report on Form 10-K
filed January 1996.10(e)
    
    2002 Stock Option Plan.
    
    Reference is made
to Exhibit 4(a) of
Form S-8 filed June
28, 2002.10(f)
    
    2007 Stock Incentive Plan.
    
    Reference is made
to Exhibit 4(a) of
Form S-8 filed
April 16, 2007.10(g)
    
    Form of [Incentive/Non-Statutory] Stock Option
Agreement under the 2007 Stock Incentive Plan.
    
    Reference is made
to Exhibit 10.1 of
Report on Form 10-Q
filed June 20,
2007.10(h)
    
    Form of Indemnification Agreement between Max & Ermas
Restaurants, Inc. and each of its directors.
    
    Reference is made
to Exhibit 10.1 of
Report on Form 8-K
filed June 16,
2006.10(i)
    
    Description of the Material Terms of Max & Ermas
Restaurants, Inc.s Fiscal 2007 Executive Compensation
Program.
    
    Reference is made
to Exhibit 10.1 of
Report on Form 8-K
filed October 23,
2006.10(j)
    
    Description of the Material Terms and Conditions of Max
& Ermas Restaurants, Inc.s Fiscal 2008 Executive
Compensation Bonus Program.
    
    Reference is made
to Exhibit 10.1 of
Report on Form 8-K
filed November 9,
2007.10(k)
    
    Description of the Base Salaries of the Executive
Officers of Max & Ermas Restaurants, Inc.
    
    Reference is made
to Exhibit 10.2 of
Report on Form 8-K
filed November 9,
2007.10(l)
    
    Sixth Amended and Restated Revolving Credit Agreement,
dated May 4, 2006, between Max & Ermas Restaurants,
Inc. and National City Bank.
    
    Reference is made
to Exhibit 10.1 of
Report on Form 8-K
filed May 9, 2006.10(m)
    
    First Amendment to Sixth Amended and Restated Revolving
Credit Agreement, dated December 14, 2006, between Max
& Ermas Restaurants, Inc. and National City Bank.
    
    Reference is made
to Exhibit 10(m) of
Report on Form 10-K
filed January 25,
2008.
 27




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##### Table of Contents



ExhibitNo.
    
    Description
    
    Page No.10(n)
    
    Letter Agreement, dated September 4, 2007, between Max
& Ermas Restaurants, Inc. and National City Bank.
    
    Reference is made
to Exhibit 10(n) of
Report on Form 10-K
filed January 25,
2008.10(o)
    
    Note Purchase Agreement, dated May 5, 2006, between Max
& Ermas Restaurants, Inc. and the purchasers listed on
Schedule A attached thereto.
    
    Reference is made
to Exhibit 10.2 of
Report on Form 8-K
filed May 9, 2006.10(p)
    
    First Amendment to Note Purchase Agreement, dated
October 26, 2007, between Max & Ermas Restaurants,
Inc. and the Purchasers.
    
    Reference is made
to Exhibit 10.2 of
Report on Form 8-K
filed November 1,
2007.10(q)
    
    Forbearance Agreement, dated October 26, 2007, between
Max & Ermas Restaurants, Inc. and National City Bank,
individually and as agent.
    
    Reference is made
to Exhibit 10.1 of
Report on Form 8-K
filed November 1,
2007.10(r)
    
    Convertible Promissory Note, dated October 29, 2007,
executed by Max & Ermas Restaurants, Inc. in favor of
Donal H. Malenick.
    
    Reference is made
to Exhibit 10.3 of
Report on Form 8-K
filed November 2,
2007.10(s)
    
    Employment Agreement, dated September 10, 2007, between
Max & Ermas Restaurants, Inc. and Michael A. Nahkunst.
    
    Reference is made
to Exhibit 10.1 of
Report on Form 8-K
filed September 10,
2007.10(t)
    
    Retirement Agreement, dated September 19, 2007, between
Max & Ermas Restaurants, Inc. and Todd B. Barnum.
    
    Reference is made
to Exhibit 10.1 of
Report on Form 8-K
filed September 25,
2007.10(u)
    
    Employment Agreement, dated September 19, 2007, between
Max & Ermas Restaurants, Inc. and Robert A. Lindeman.
    
    Reference is made
to Exhibit 10.2 of
Report on Form 8-K
filed September 25,
2007.10(v)
    
    Employment Agreement, dated September 19, 2007, between
Max & Ermas Restaurants, Inc. and William C. Niegsch,
Jr.
    
    Reference is made
to Exhibit 10.3 of
Report on Form 8-K
filed September 25,
2007.10(w)
    
    Schedule of Max & Ermas Restaurants, Inc.s Director
Fees, effective commencing with fiscal 2007.
    
    Reference is made
to Exhibit 10.2 of
Report on Form 8-K
filed October 23,
2006.10(x)
    
    Severance Agreement in the Event of Change in Control,
dated May 13, 2002, between Mr. Howenstein and the
Company.
    
    Reference is made
to Exhibit 10(o) of
the Report on Form
10-K filed January
18, 2000.23
    
    Consent of Deloitte & Touche LLP.
    
    Reference is made
to Exhibit 23 of
Report on Form 10-K
filed January 25,
2008.24
    
    Power of Attorney.
    
    Reference is made
to Exhibit 24 of
Report on Form 10-K
filed January 25,
2008.31.1*
    
    Rule 13a-14(a) Certification of Chief Executive Officer.31.2*
    
    Rule 13a-14(a) Certification of Chief Financial Officer.
 
 *
    
    Filed with this Amendment No. 1 to Annual Report on Form 10-K/A. 28




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##### Table of Contents



SIGNATURES
  MAX & ERMAS RESTAURANTS, INC.By:
    /s/ Robert A. LindemanRobert A. Lindeman, President and Chief Executive Officer  (Principal Executive Officer)   Signature
    
    Title* /s/ Todd B. Barnum
    
    Chairman of the BoardTodd B. Barnum/s/ Robert A. Lindeman
    
    President and Chief Executive Officer (Principal Executive Officer)Robert A. Lindeman/s/ William C. Niegsch, Jr.

William C. Niegsch, Jr.
    
    Executive Vice President, Chief Financial Officer, Treasurer and
Secretary and Director (Principal Financial and Accounting Officer)* /s/ Jay B. Barney
    
    DirectorJay B. Barney* /s/ Mark F. Emerson
    
    DirectorMark F. Emerson* /s/ Michael G. Giulioli
    
    DirectorMichael G. Giulioli* /s/ Curtis A. Loveland
    
    DirectorCurtis A. Loveland* /s/ William C. Niegsch, Jr.William C. Niegsch, Jr.
Attorney-in-Fact
 29