Exhibit 10.1









Exhibit 10.1

 


SUMMARY
SHEET

OF

2005
COMPENSATION




Director
Compensation




Effective
December 1, 2005 directors receive an annual fee of $20,000 for their service on
the Board. They receive $3,000 per board meeting attended and $1,000 per
telephonic board meeting attended. They also receive $1,000 for each committee
meeting attended that is not held in conjunction with a Board of Directors’
meeting and $500 for each committee meeting attended that is held in conjunction
with a Board of Directors’ meeting. J. Fred Risk is paid an additional annual
fee of $20,000 for his services as Chairman of the Audit Committee. James
Williamson is paid an additional annual fee of $25,000 for his services as
Chairman of the Executive Committee, Chairman of the Compensation Committee and
Lead Outside Director. Dr. John W. Ryan is paid an additional annual fee of
$15,000 for his services as Chairman of the Nominating/Corporate Governance
Committee. Directors who are also employees of the Company are not paid for
their services on the Board. In addition, the ordinary and necessary expenses of
members of the Board of Directors incurred in attending board and committee
meetings are paid by the Company.




Options
to purchase 5,000 shares of Steak n Shake Company stock were granted to the
Company’s Directors, Drs. Person and Ryan and Messrs. Kelley, Goldsmith, Lanham,
Risk and Williamson, and options to purchase 3,000 shares were granted to Mr.
Frank G. Regas, a director of a subsidiary of the Company. The options have an
exercise price equal to the closing per share price on the New York Stock
Exchange on November 17, 2004. The Board of Directors conditionally granted
these options on November 17, 2004, subject to shareholder approval at the 2005
Annual Meeting of Shareholders. The terms and conditions of these option grants
are set forth in the 2005 Director Stock Option Plan, filed as Appendix A to the
Company's 2005 Annual Proxy Statement.




Named
Executive Officers




The
executive officers of the Company serve at the discretion of the Board of
Directors. From time to time, the Compensation Committee of the Board of
Directors reviews and determines the salaries that are paid to the Company's
executive officers. The following are base salaries for the Company’s Chief
Executive Officer and its other four most highly compensated executive officers
(the "Named Executive Officers") identified in the last proxy statement, as well
as Mr. Jeffrey Blade, the Company’s CFO, who would have been a Named Executive
Officer in the last proxy statement if he had been employed for the entire prior
fiscal year: 





	
      Alan
      B. Gilman, Chairman
	
      $500,000

	
      Peter
      M. Dunn, President and Chief Executive Officer
	
      $500,000

	
      Jeffrey
      A. Blade, Senior Vice President, CFO
	
      $300,000 

	
      Gary
      T. Reinwald, Executive Vice President
	
      $245,000

	
      Roxanne
      Crosby, Senior Vice President 
	
      $210,000

	
      Gary
      S. Walker, Senior Vice President
	
      $205,000







Each
of the Named Executive Officers is also eligible to receive an annual bonus
under the Company's Incentive Bonus Plan and to receive awards under the
Company's Amended and Restated 1997 Capital Appreciation Plan, and the Company's
Employee Stock Option Plans. With respect to the Incentive Bonus Plan, the Board
has established targeted earnings and sales growth goals for the 2005 fiscal
year, the achievement of which will trigger payments under the Plan. Each
executive job classification has a specific bonus percentage level based on the
level of responsibility that it requires, the impact it can have on the business
and prior performance by the executive. The Named Executive Officers have
targeted bonus percentage levels ranging from 28% to 50% of their salary.
Bonuses are determined based on the Company’s actual earnings and sales results
as compared to the targeted goals. No bonus is paid for performance below a
minimum threshold, and the payment is reduced substantially for performance
below the targets. The maximum amount payable under the Incentive Bonus Plan is
2.5 times the individual bonus percentage level, if Company and individual
performance are substantially above the targeted earnings and sales goals.
Payment of bonuses, if any, is normally made in November after the end of the
performance period during which bonuses were earned. Bonuses normally will be
paid in cash in a single lump sum, subject to payroll taxes and tax
withholdings.




The
Named Executive Officers are also eligible to participate in the Steak n Shake
Non-Qualified Savings Plan (the "Plan"). The Plan is designed to allow the
Company’s executives to save for retirement in excess of the approximately 1%
cap on compensation they may contribute to the Company’s 401k Savings Plan. The
Company will match up to 50% of the first 6% of their compensation that is
deferred into both the Plan and the 401k Savings Plan. The Non-Qualified Savings
Plan is filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for
the period ended December 22, 2004. 




The
Company reimburses the Named Executive Officers for certain medical expenses, up
to $3,500 for each plan year under the Company's Executive Medical Reimbursement
Plan and pays group life insurance premiums for coverage in excess of $50,000.





The
Company has agreed that (i) if Mr. Gilman leaves the Company’s employment
for any reason other than retirement or termination by the Company for cause, he
will be paid at his base compensation rate on the date of termination for a
period of nine months thereafter, (ii) if Mr. Dunn leaves the Company’s
employment for any reason other than termination for malfeasance or retirement,
he will be paid at his base compensation rate on the date of termination for a
period of 12 months thereafter, (iii) if Mr. Blade leaves the Company
for any reason except termination for just cause, he will be paid at his base
compensation rate at the time of the termination for ten (10) months thereafter,
and (iv) if Ms. Crosby leaves the Company for any reason except termination
for just cause, she will be paid at her base compensation rate at the time of
the termination for ten (10) months thereafter