Exhibit 10.2









Exhibit 10.2

 



 

ADOPTION
AGREEMENT

ARTICLE
1










1.01 
  PLAN
INFORMATION





	 	
      (a)
	
      Name
      of Plan:







This
is the The
Steak n Shake Company Non-Qualified Savings Plan (the
"Plan").





	 	
      (b)
	
      Name
      of Plan Administrator, if not the
  Employer:








	 	 
	 	 
	
      Address:
	 
	 	 
	 	 
	
      Phone
      Number:
	 






The
Plan Administrator is the agent for service of legal process for the
Plan.





	 	
      (c)
	
      Plan
      Year End is
      December 31.








	 	
      (d)
	
      Plan
      Status (check
      one):








	(1)  	
      þEffective
      Date of new Plan: 11/12/2004








	(2)  	
       ̈Amendment
      Effective Date:  







The
original effective date of the Plan:  




1.02 
  EMPLOYER





	
      (a) 
        The
      Employer is:
	
      The
      Steak n Shake Company








	
      Address:
	
      36
      S. Pennsylvania Street

      Suite
      500

	 	
      Indianapolis,
      IN 46204-3648

	
      Contact’s
      Name:
	
      LeAnn
      Casstevens

	
      Telephone
      Number:
	
      317-633-4100








	(1)  	
      Employer’s
      Tax Identification Number: 37-0684070





	(2)  	
      Business
      form of Employer (check one):








	(A)  	
      þCorporation
      (Other than a Subchapter S corporation)





	(B)  	 ̈Other
      (e.g., Subchapter S corporation, partnership, sole
proprietor)







	(3)  	
      Employer's
      fiscal year end: Last
      Wednesday in September








	
      (b)
	
       
	
      The
      term "Employer" includes the following Related Employer(s)
      




(as
defined in Section 2.01(a)(24)): 





	
                  Steak n
      Shake Operations, Inc. 

	
                  Steak n
      Shake L.P.













17















1.03 
  COVERAGE




(a)      
The
following Employees are eligible to participate in the
Plan:





	(1)  	
       ̈Only
      those Employees listed in Attachment A will be eligible to participate in
      the Plan.





	(2)  	
      þOnly
      those Employees in the eligible class described below will be eligible to
      participate in the Plan:




Those
highly compensated management employees selected by the Personnel/Benefits
Committee of the Board of Directors of the Company





	(3)  	
       ̈Only
      those Employees described in the Board of Directors Resolutions attached
      hereto and hereby made a part hereof will be eligible to participate in
      the Plan.








	 	
      (b)
	
      The
      Entry Date(s) shall be (check
      one):





	(1)  	
       ̈each
      January 1.








	(2)  	
       ̈each
      January 1 and each July 1.








	(3)  	
       ̈each
      January 1 and each April 1, July 1 and October
1.








	(4)  	
       ̈the
      first day of each month.





	 	 




	(5)  	þimmediate
      upon meeting the eligibility requirements specified in Subsection
      1.03(a).









1.04 
  COMPENSATION




For
purposes of determining Contributions under the Plan, Compensation shall be as
defined (check (a) or (b) below, as appropriate):

(a)
þ      
 in
Section 2.01(a)(8), (check
(1) or (2) below, if and as appropriate)):


	(1)  	
      þbut
      excluding (check the appropriate box(es)):








	(A)  	
       ̈Overtime
      Pay.








	(B)  	
       ̈Bonuses.








	(C)  	
       ̈Commissions.





	 	 




	(D)  	
      þThe
      value of a qualified or a non-qualified stock option granted to an
      Employee by the Employer to the extent such value is includable in the
      Employee's taxable income.








	(E)  	
      þThe
      following:




Severance


	(2)  	
       ̈except
      as otherwise provided below: 




 

        (b)
 ̈     in
the   Plan
maintained by the Employer to the extent it is in excess of the limit imposed
under Code 

                Section 401(a)(17).


1.05 
  CONTRIBUTIONS
 




(a)     Employee
contributions (Complete all that apply)

 

(1) 
  þ      Deferral
Contributions. The Employer shall make a Deferral Contribution in accordance
with, 

             and subject to,
Section 4.01 on behalf of each Participant who has an executed 

             salary  reduction agreement in
effect with the Employer for the calendar year (or portion of the calendar


             year) in question,
not to exceed 20%
of Compensation, exclusive of any Bonus.




(2) 
  þ  Bonus
Contributions. The Employer requires Participants to enter into a special salary
reduction 

             agreement to make
Deferral Contributions of any percentage of Employer paid cash Bonuses, up to


             100% of such
Bonuses. [The Compensation definition elected by the Employer in Section 1.04
must 

                  
include Bonuses if Bonus contributions are permitted.]

 (b)     þ Matching
Contributions (Choose (1) or (2) below, and (3) below, as applicable.)


 

(1)            ̈  
The
Employer shall make a Matching Contribution on behalf of each Participant in an
amount equal to 

             the following
percentage of a Participant’s Deferral Contributions during the Plan Year (check
one):

 


	(A)  	
       ̈50%





	(B)  	
       ̈100%





	(C)  	
       ̈ %





	(D)  	 ̈(Tiered
      Match)  
      % of the first  
      % of the Participant's Compensation contributed to the
Plan




	(E)  	 ̈The
      percentage declared for the year, if any, by a Board of Directors’
      resolution. 




	(F)  	 ̈Other: 



 


 







18















(2) 
  þ   
Matching
Contribution Offset. For each Participant who has made deferrals of at least the
maximum 

               
amount allowed pursuant to Section 402(g) of the Code or the maximum allowed
under the Employer’s 

                           
plan listed below to such plan, the Employer shall make a Matching Contribution
in an amount equal to 

                     
(A) minus (B) below:





	(A)  	
      The
      Matching Employer Contribution, as defined in the The
      Steak N Shake 401k Savings Plan
      that the Participant would have received under the The
      Steak N Shake 401k Savings Plan
      on the sum of the Deferral Contributions and the Participant’s deferrals
      hereunder, as defined therein, that the Participant actually made to such
      Plan, if no limits otherwise imposed by the Code, and regulations issued
      thereunder, applied to such Matching Employer Contribution and the
      Participant’s Deferral Contributions are deemed to have been made to the
      Plan; 








	(B)  	
      The
      Matching Employer Contributions actually made to such Participant under
      the The
      Steak N Shake 401k Savings Plan
      for the Plan Year of the determination of the Matching Contribution
      hereunder.







(3)          
 ̈           Matching
Contribution Limits (check the appropriate box(es)):





	(A)  	
       ̈Deferral
      Contributions in excess of  
      % of the Participant’s Compensation for the period in question shall not
      be considered for Matching Contributions.







Note: 
  If
the Employer elects a percentage limit in (A) above and requests the Trustee to
account separately for matched and unmatched Deferral Contributions, the
Matching Contributions allocated to each Participant must be computed, and the
percentage limit applied, based upon each period.





	(B)  	
       ̈Matching
      Contributions for each Participant for each Plan Year shall be limited to
      $. 







 (4)     Eligibility
Requirement(s) for Matching Contributions.
A Participant who makes Deferral Contributions during
the     

                
Plan Year under Section 1.05(a) shall be entitled to Matching Contributions for
that Plan Year if the Participant 

                
satisfies the following requirement(s) (Check the appropriate box(es). Options
(B) and (C) may not be elected 

                
together):





	(A)  	
       ̈Is
      employed by the Employer on the last day of the Plan
  Year.








	(B)  	
       ̈Earns
      at least 500 Hours of Service during the Plan
Year.








	(C)  	
       ̈Earns
      at least 1,000 Hours of Service during the Plan Year.









	(D)  	
       ̈Other:
       








	(E)  	
      þNo
      requirements.







 

Note:     
If
option (A), (B) or (C) above is selected, then Matching Contributions can only
be made
by 

               
the Employer after
the Plan Year ends. Any Matching Contribution made before Plan Year end shall
not be 

               
subject to the eligibility requirements of this Section
1.05(b)(3)).




(c)        
Employer
Contributions


	(1)  	
       ̈Fixed
      Employer Contributions.
      The Employer shall make an Employer Contribution on behalf of each
      Participant in an amount determined as described below (check at least
      one):








	(A)  	
       ̈In
      an amount equal to  
      % of each Participant’s Compensation each Plan
Year.





	 	 





	(B)  	 ̈In
      an amount determined and allocated as described
below:




	 	 




	(C)  	 ̈In
      an amount equal to (check at least one):




 


	(i.)  	
       ̈Any
      profit sharing contribution that the Employer would have made on behalf of
      the Participant under the following qualified defined contribution plan
      but for the limitations imposed by Code Section
  401(a)(17):




 






	(ii.)  	
       ̈Any
      contribution described in Code Section 401(m) that the Employer would have
      made on behalf of the Participant under the following qualified defined
      contribution plan but for the limitations imposed by Code Section
      401(a)(17):





 

 


 







19









 

 





	(2)  	
      þDiscretionary
      Employer Contributions. The
      Employer may make Employer Contributions to the accounts of Participants
      in any amount, as determined by the Employer in its sole discretion from
      time to time, which amount may be zero.








	(3)  	
      Eligibility
      Requirement(s) for Employer Contributions.
      A Participant shall only be entitled to Employer Contributions under
      Section 1.05(c)(1) for a Plan Year if the Participant satisfies the
      following requirement(s) (Check the appropriate box(es). Options (B) and
      (C) may not be elected together):








	(A)  	
      þIs
      employed by the Employer on the last day of the Plan
  Year.








	(B)  	
       ̈Earns
      at least 500 Hours of Service during the Plan
Year.








	(C)  	
       ̈Earns
      at least 1,000 Hours of Service during the Plan Year.









	(D)  	
       ̈Other:
       








	 
      (E) 	
       ̈No
      requirements.




 


1.06 
  DISTRIBUTION
DATES




Distribution
from a Participant’s Account pursuant to Section 8.02 shall begin upon the
following date(s) (check either (a) or (b); check (c), if desired):




(a)  ̈ 
Non-Class
Year Accounting (complete (1) and (2)).




(1)
The
earliest of termination of employment with the Employer (see Plan Section 7.03)
and the following event(s) (check appropriate box(es); if none selected, all
distributions will be upon termination of employment):

 


	(A)  	
       ̈Attainment
      of Normal Retirement Age
      (as defined in Section 1.07(f)).








	(B)  	
       ̈Attainment
      of Early Retirement Age (as defined in Section
1.07(g)).








	(C)  	
       ̈The
      date on which the Participant becomes disabled (as defined in Section
      1.07(h)). 







(2)
Timing
of distribution (check either (A) or (B)).





	(A)  	
       ̈The
      distribution of the Participant’s Account will be begin in the month
      following the event described in (a)(1) above; however, if the event is
      termination of employment, then such distribution will begin as soon as
      practicable on or after the 1st day of the seventh calendar month
      following such separation if the Participant was a Key Employee.
      








	(B)  	
       ̈The
      distribution of the Participant’s Account will begin as soon as
      administratively feasible in the calendar year following distribution
      event described in (a)(1) above; provided however, that if the event is
      termination of employment, in no event will such distribution begin
      earlier than the 1st day of the seventh calendar month following such
      separation if the Participant was a Key
Employee..







(b) þ 
Class
Year Accounting (complete
(1) and (2)). 




(1)
 Upon
(check at least one; (A) must be selected if plan has contributions pursuant to
section 1.05(b) or (c)):





	(A)  	
      þTermination
      of employment with the Employer (see Plan Section 7.03); provided however,
      that if the event is termination of employment, in no event will such
      distribution begin earlier than the 1st day of the seventh calendar month
      following such separation if the Participant was a Key
      Employee.








	(B)  	
      þThe
      date elected by the Participant, pursuant to Plan Section 8.02, and
      subject to the restrictions imposed in Plan Section 8.02 with
      respect to future Deferral Contributions, in which event such date of
      distribution must be at least one year after the date such Deferral
      Contribution would have been paid to the Participant in cash in the
      absence of the election to make the Deferral Contribution
  







(2) Timing
of distribution subject to Subsection (b)(1)(A) above (check either (A) or
(B)).





	(A)  	
      þThe
      Distribution of the Participant’s Account will begin 01/02
      (specify month and day) following the event described in (b)(1)
      above.








	(B)  	
       ̈The
      Distribution of the Participant’s Account will begin  
      (specify month and day) of the calendar year following the event described
      in (b)(1) above.







(c)  ̈ 
Upon
a Change of Control in accordance with Plan Section
7.08.

 

Note:
Internal Revenue Code Section 280G could impose certain, adverse tax
consequences on both Participants and the Employer as a result of the
application of this Section 1.06(c). The Employer should consult with its
attorney prior to electing to apply Section 1. 06(c).




 


 







20












1.07 
  VESTING
SCHEDULE




(a)
    The
Participant’s vested percentage in Matching Contributions elected in Section
1.05(b) shall be based upon the schedule(s) selected
below.


	(1)  	
       ̈
      N/A - No Matching Contributions





	(2)  	
       ̈
      100% Vesting immediately





	(3)  	
       ̈
      3 year cliff (see C below)





	(4)  	
       ̈
      5 year cliff (see D below)





	(5)  	
      þ
      6 year graduated (see E below)





	(6)  	
       ̈
      7 year graduated (see F below)





	(7)  	
       ̈
      G below





	(8)  	
       ̈
      Other (Attachment "B")








	
      Years
      of
	 	 	
      Vesting
      Schedule
	 
	
      Service
      for
	 	 	 	 	 
	
      Vesting
	
      C
	
      D
	
      E
	
      F
	
      G

	 	 	 	 	 	 
	
      0
	
      0%
	
      0%
	
      0%
	
      0%
	
       

	
      1
	
      0%
	
      0%
	
      0%
	
      0%
	
       

	
      2
	
      0%
	
      0%
	
      20%
	
      0%
	
       

	
      3
	
      100%
	
      0%
	
      40%
	
      20%
	
       

	
      4
	
      100%
	
      0%
	
      60%
	
      40%
	
       

	
      5
	
      100%
	
      100%
	
      80%
	
      60%
	
       

	
      6
	
      100%
	
      100%
	
      100%
	
      80%
	
       

	
      7
	
      100%
	
      100%
	
      100%
	
      100%
	
      100%




 

 

(b)
    The
Participant’s vested percentage in Employer Contributions elected in Section
1.05(c) shall be based upon the schedule(s) selected
below.





	(1)  	
       ̈
      N/A - No Employer Contributions





	(2)  	
       ̈
      100% Vesting immediately





	(3)  	
       ̈
      3 year cliff (see C below)





	(4)  	
       ̈
      5 year cliff (see D below)





	(5)  	
      þ
      6 year graduated (see E below)





	(6)  	
       ̈
      7 year graduated (see F below)





	(7)  	
       ̈
      G below





	(8)  	
       ̈
      Other (Attachment "B")








	
      Years
      of
	 	 	
      Vesting
      Schedule
	 
	
      Service
      for
	 	 	 	 	 
	
      Vesting
	
      C
	
      D
	
      E
	
      F
	
      G

	 	 	 	 	 	 
	
      0
	
      0%
	
      0%
	
      0%
	
      0%
	
       

	
      1
	
      0%
	
      0%
	
      0%
	
      0%
	
       

	
      2
	
      0%
	
      0%
	
      20%
	
      0%
	
       

	
      3
	
      100%
	
      0%
	
      40%
	
      20%
	
       

	
      4
	
      100%
	
      0%
	
      60%
	
      40%
	
       

	
      5
	
      100%
	
      100%
	
      80%
	
      60%
	
       

	
      6
	
      100%
	
      100%
	
      100%
	
      80%
	
       

	
      7
	
      100%
	
      100%
	
      100%
	
      100%
	
      100%







(c)
 ̈ 
Years
of Service for Vesting shall exclude (check
one):

 


	(1)  	
       ̈for
      new plans, service prior to the Effective Date as defined in Section
      1.01(d)(1).








	(2)  	
       ̈for
      existing plans converting from another plan document, service prior to the
      original Effective Date as defined in Section
  1.01(d)(2).







(d)
  ̈ 
A
Participant will forfeit his Matching Contributions and Employer Contributions
upon the occurrence of the following 

        event
(s):

 

(i)
a Participant’s willful breach of any applicable confidentiality or
non-competition agreement with the Employer, (ii) a Participant’s willful
dishonesty, fraud or misconduct with respect to the business or affairs of the
Employer or an affiliate which materially and adversely affects the operations
or reputation of the Employer or an affiliate (monetarily or otherwise); or
(iii) a Participant’s conviction of a felony crime, a crime involving moral
turptitude or a crime involving property of the Company, or entry of a plea of
nolo contender thereof. 

 

 

 







21













 


	 	
      (e) 
      þ 
	
        
      A Participant will be 100% vested in his Matching Contributions and
      Employer Contributions upon (check the 

        
      appropriate box(es), if any; if 1.06(c) is selected, Participants will
      automatically vest upon Change of Control as defined
      

        
      in Section 1.12):








	(1)  	
      þNormal
      Retirement Age (as defined in Section
1.07(f)).








	(2)  	
       ̈Early
      Retirement Age (as defined in Section
1.07(g)).








	(3)  	
      þDeath.









	(4)  	
      þThe
      date on which the Participant becomes disabled, as determined under
      Section 1.07(h) of the Plan.





 

 

 (f)  Normal
Retirement Age under
the Plan is (check
one):





	(1)  	
       ̈age
      65.








	(2)  	
      þage
      55
      (specify from 55 through 64).








	(3)  	
       ̈the
      later of age  
      (cannot exceed 65) or the fifth anniversary of the Participant’s
      Commencement Date.







If
no box is checked in this Section 1.07(f), then Normal Retirement Age is
65.





	 	
      (g)  ̈
	
          
      Early Retirement Age is the first day of the month after the Participant
      attains age  
      (specify 55 or greater) and completes     
      Years of Service for Vesting.







(h) þ 
A
Participant is considered disabled when that Participant (check
one):





	(1)  	
      þis
      unable to engage in any substantial gainful activity by reason of any
      medically determinable physical or mental impairment which can be expected
      to result in death or can be expected to last for a continuous period of
      not less than 12 months.








	(2)  	
       ̈is,
      by reason of any medically determinable physical or mental impairment
      which can be expected to result in death or can be expected to last for a
      continuous period of not less than 12 months, receiving income replacement
      benefits for a period ofnot less than 3 months under an accident and
      health plan covering employees of the Employer .











1.08 
  PREDECESSOR
EMPLOYER SERVICE




 ̈  Service
for purposes of vesting in Section 1.07(a) and (b) shall include service with
the following employer(s):




1.09 
  UNFORESEEABLE
EMERGENCY WITHDRAWALS





	(a)  	
      þwill
      be allowed in accordance with Section 7.07, subject to a $
      1,000.00
      minimum
      amount. (Must be at least
$1,000)








	(b)  	
       ̈will
      not
      be allowed.




 


 1.10 
  DISTRIBUTIONS




Subject
to Articles 7 and 8 distributions under the Plan are always available as a lump
sum. Check below to allow distributions in installment
payments:





þ  under
a systematic withdrawal plan (installments) not to exceed 10 years which (check
one if box for this 

               Section is
selected):

 

(a)
 ̈       will
not be accelerated, regardless of the Participant’s Account
balance.




(b)
þ      
will
be accelerated to a lump sum distribution in accordance with Section
8.03.




 

 


 







22












1.11 
  INVESTMENT
DECISIONS





	 	
      (a)
	
      Investment
      Directions




Investments
in which the Accounts of Participants shall be treated as invested and
reinvested shall be directed (check one):





	(1)  	
       ̈by
      the Employer
      among the options listed in (b) below. 








	(2)  	
      þby
      each Participant
      among the options listed in (b) below.








	(3)  	
       ̈in
      accordance with investment directions provided by each Participant for all
      contribution sources in a Participant’s Account except the following
      sources shall be invested as directed by the Employer (check (A) and/or
      (B)):







(A) 
   ̈ 
  Nonelective
Employer Contributions




(B) 
   ̈ 
  Matching
Employer Contributions




The
Employer must direct the applicable sources among the same investment options
made available for Participant directed sources listed in the Service
Agreement.





	 	
      (b)
      
	
      Plan
      Investment Options




Participant
Accounts will be treated as invested among the Investment Funds listed in the
Service Agreement from time to time pursuant to Participant and/or Employer
directions, as applicable.




Note:
The method and frequency for change of investments will be determined under the
rules applicable to the selected funds. Information will be provided regarding
expenses, if any, for changes in investment options.

 




1.12 
  RELIANCE
ON PLAN 




An
adopting Employer may not rely solely on this Plan to ensure that the Plan is
"unfunded and maintained primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees"
with respect to the Employer's particular situation. This Agreement must be
reviewed by the Employer’s attorney before it is executed.




This
Adoption Agreement may be used only in conjunction with the CORPORATEplan for
Retirement Executive Plan Basic Plan Document.


 

 

 







23












EXECUTION
PAGE


(Fidelity's
Copy)










IN
WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed
this ________day of _______________, 20_______.







Employer 
       
       
       
      




By
 
       
       
       
       
   







Title
 
       
       
       
       
  










Employer
 
       
       
       
      




By 
       
       
       
       
  




Title
 
       
       
       
       
  




















24

























EXECUTION
PAGE

(Employer's
Copy)










IN
WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed
this ________day of _______________, 20______.







Employer 
       
       
       
      




By
 
       
       
       
       
   







Title 
       
       
       
       
  










Employer
 
       
       
       
      




By
 
       
       
       
       
  




Title 
       
       
       
       
  














25



















Attachment
A

Pursuant
to Section 1.03(a), the following are the Employees who are eligible to
participate in the Plan:

























Employer
______________________________________




By
_______________________________________




Title
_______________________________________




Date
_______________________________________










Note:
The
Employer must revise Attachment A to add Employees as they become eligible or
delete Employees who are no longer eligible. Attachment A should be signed and
dated every time a change is made.








26



















Attachment
B


	(a)  	
       ̈ The
      Participant’s vested percentage in Matching Contributions elected in
      Section 1.05(b) shall be based upon the following
      schedule:







 





	(b)  	
       ̈ The
      Participant’s vested percentage in Employer Contributions elected in
      Section 1.05(c) shall be based upon the following schedule: