Description of 2007 Incentive Compensation Plan



 Exhibit 10.35 
  

	ITEM 5.02.	Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 

 2006 Annual Incentive Compensation Plan 
 At its meeting held on
March 5, 2007, the Board of Directors (the “Board”) of Midas, Inc. (the “Company”), upon the recommendation of its Compensation Committee (the “Committee”), approved the awards granted to the Company’s
executive officers and key employees, excluding its Chief Executive Officer, under the Company’s 2006 Annual Incentive Compensation Plan (the “2006 Plan”). The 2006 Plan had been previously announced, and its terms had been previously
outlined, in the Form 8-K previously filed with the Securities and Exchange Commission on March 13, 2006. Specifically, the Board determined that the performance criteria under the Total Company Objectives component of the 2006 Plan had been
achieved at 91.5% of the potential payout thereunder. In addition, the Board determined that, with respect to the Company’s executive officers, excluding its Chief Executive Officer, the performance criteria under the Individual Objectives
component of the 2006 Plan had been achieved at between 79% and 100% (depending on the executive) of the potential payout thereunder. 
 2006 Bonus for
Chief Executive Officer 
 Also at its meeting held on March 5, 2007, the Board, upon the recommendation of the Committee, separately determined to
award the Company’s Chief Executive Officer, who was not a participant in the 2006 Plan, a cash bonus of $500,000. This bonus was determined at the discretion of the Committee and approved by the Board based on the Chief Executive
Officer’s performance, and the Company’s achievement of a number of key corporate strategic and financial objectives, in 2006. 
 2007 Annual
Incentive Compensation Plan 
 Also at its meeting held on March 5, 2007, the Board, upon the recommendation of the Committee, approved the terms of
the 2007 Annual Incentive Compensation Plan (the “2007 Plan”) for the Company’s executive officers and key employees, including its Chief Executive Officer. The 2007 Plan is intended to provide incentives to the 2007 Plan participants
in the form of cash bonus payments for achieving certain specified performance goals. 
 The bonus target levels under the 2007 Plan range between 15% and
90% (or such greater percentage as may result from the enhancement features described below) of the applicable participant’s annual base salary, depending upon the participant’s salary grade within the Company. The bonus target levels for
the Company’s officers under the 2007 Plan are as follows: 
  

				
	 Title
	  	Bonus Target Level*	 
	 Chief Executive Officer
	  	90	%
	 Executive Vice President
	  	60	%
	 Senior Vice Presidents
	  	50	%
	 Vice Presidents
	  	35	%

  

	*	as a percentage of annual base salary 








 As previously noted, the foregoing bonus target levels are subject to the enhancement features described below.

 The 2007 Plan is comprised of three components: (1) a Total Company Objectives component (the “Company Component”), which represents 50% of
the 2007 Plan’s potential bonus payout, (2) a North American Comparable Shop Retail Sales Increase component (the “Sales Component”), which represents 20% of the 2007 Plan’s potential bonus payout, and (3) an Individual
Objectives component (the “Individual Component”), which represents the remaining 30% of the 2007 Plan’s potential bonus payout. 
 Bonus
awards pursuant to the Company Component are based upon the Company’s achievement of an adjusted operating income target that is based on its budgeted operating income, excluding business transformation charges, of approximately $30 million for
2007 (the “Financial Target”). In addition, the Company Component contains a “2 for 1” enhancement feature whereby, for each 1% over the Financial Target achieved by the Company, an additional 2% is added to the target bonus
award under the Company Component. Similarly, for each 1% that the Company falls short of the Financial Target, the target bonus award under the Company Component is reduced by 2%. The 2007 Plan specifically provides that no bonus awards are to be
paid pursuant to the Company Component unless the Company achieves at least 80% of the Financial Target (the “Financial Target Threshold”). 
 Bonus awards pursuant to the Sales Component are based upon the Company’s achievement of a 4% comparable shop retail sales increase in North America for 2007 (the “Sales Target”). In addition, the Sales Component contains an
enhancement feature whereby, for each point over the 4% targeted increase in comparable shop retail sales achieved by the Company in North America, an additional 20% would be added to the target bonus award payable thereunder (up to a maximum of
160%). Similarly, for each 1% that the Company falls short of the 4% targeted increase, the target bonus award under the Sales Component would be reduced by 10% (with no payout below a 1% increase to comparable shop retail sales in North America)
(the “Sales Target Threshold”). 







 Bonus awards pursuant to the Individual Component are based upon a 2007 Plan participant’s achievement of specific
individual objectives. Individual objectives are established by mutual agreement of the participant and his or her direct supervisor within the Company, and must align with, and otherwise support and/or advance, the Company’s overall business
strategy. Bonus awards pursuant to the Individual Component are not contingent upon the Company’s achievement of the Financial Target, the Sales Target or any other financial metrics. 
 The 2007 Plan provides for a maximum cap of 150% of a participant’s target bonus level, notwithstanding the above-described enhancement features under the Company
Component and the Sales Component. 
 The Committee oversees the 2007 Plan. All bonus awards made pursuant to the 2007 Plan are subject to the
Committee’s approval. In addition, the Committee has sole authority to determine whether the Financial Target Threshold and the Sales Target Threshold have been achieved by the Company and, if so, the applicable bonus award percentages under
the Company Component and the Sales Component resulting from the enhancement features described above. The 2007 Plan also provides the Committee with discretion to include or exclude extraordinary items in determining the level of achievement of the
Financial Target and the Sales Target.