ex10_1.htm

EXHIBIT
    10.1

     

     

    RESIGNATION
      AGREEMENT AND COMPLETE GENERAL RELEASE

     

        This
      Resignation Agreement and Complete General Release (the “Agreement”) is entered
      into effective this 11th
      day of July, 2008 by and between Jeffrey A. Blade (“Mr. Blade”) and The Steak n
      Shake Company and its corporate affiliates and subsidiaries (collectively
“SNS”).  

    


    
      	
              
                1.  

              

            	
              Resignation. 
                In consideration for the representations, promises, and warranties
                made
                herein, Mr. Blade resigns his employment and his position as an officer
                of
                SNS effective July 11, 2008 (the “Resignation Date”).
                

            


    

    


    
      	
              2.  

            	
              Consideration
                and Settlement Amount.  In consideration of the mutual
                promises and representations made herein by the parties, SNS will
                provide
                Mr. Blade with certain pay and benefits in accordance with this Paragraph
                2:

            


    

    


    
      	
              a.  

            	
              SNS
                shall pay to Mr. Blade an amount equal to Mr. Blade’s gross annual salary
                less applicable withholdings and deductions authorized by law or
                Mr. Blade
                (the “Settlement Amount”).  The Settlement Amount shall be paid
                in a lump sum within five (5) days after the expiration of any revocation
                periods contained in this
                Agreement.

            


    

    
      	
              b.  

            	
              SNS
                pay a provider of Mr. Blade’s choice to provide him with outplacement
                services at a cost that shall not exceed $12,000 (the “Outplacement
                Payment”).  Should Mr. Blade not select a provider of
                outplacement services within six (6) months of the date of this Agreement
                SNS shall pay the Outplacement Payment to him in a lump sum, less
                applicable withholdings and deductions authorized by law or Mr.
                Blade.

            


    

    
      	
              c.  

            	
              Mr.
                Blade may retain and continue to use his company-owned automobile
                in,
                compliance with SNS’s automobile policy, for up to 60 days, or until he
                obtains a personal vehicle, whichever is
                sooner.

            


    

     

        Mr.
      Blade
      agrees and understands that the Settlement Amount, the Outplacement Payment
      and
      other consideration provided pursuant to this Agreement constitute money and
      consideration to which he is not otherwise entitled, and he agrees that a
      portion of the Settlement Amount and Outplacement Payment is specifically
      allocable to the waiver of any claims under the Age Discrimination in Employment
      Act and/or the Older Workers Benefits Protection Act.

    


    
      	
              3.  

            	
              Confidentiality
                and Non-Disparagement.  Mr. Blade’s service at SNS
                provided him with knowledge of certain financial, business, marketing
                and
                other information that constitutes confidential information of a
                proprietary nature to Steak n Shake and “Material Non Public Information”
                as that term is defined under the Federal Securities laws (collectively
                the “Confidential Information”).  Mr. Blade agrees that he will
                take all steps necessary to safeguard the Confidential Information
                and
                that he will not, directly or indirectly use, disclose or disseminate
                to
                any other person, entity, business or corporation or otherwise share
                any
                Confidential Information.  Mr. Blade also agrees that he will
                not communicate (verbally or non-verbally) anything that a reasonable
                person would perceive as having the effect of diminishing or injuring
                the
                goodwill and/or reputation of SNS, its officers, directors or
                associates.   

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

        No
      officer or
      other person authorized to act on behalf of the Company with regard to such
      action will make any statements that would be reasonably likely to injure Mr.
      Blade’s goodwill or reputation.  If Mr. Blade becomes aware of such a
      statement being made he shall notify the Company’s Senior Vice President, Human
      Resources or General Counsel, who shall investigate and use their best efforts
      to cure any statement made in violation of this provision within five (5)
      business days of their receipt of such notice.

    


    
      	
              4.  

            	
              Raiding
                of Employees.  Mr. Blade agrees that for a period of one
                (1) year after the date of this Agreement he will not directly or
                indirectly, on his own behalf or on behalf of any other person or
                entity:  (1) hire, solicit, recruit, or otherwise attempt to
                hire or enter into any employment, consulting or contractual relationship
                with any individual employed by the Company, (2) share the names,
                addresses, telephone numbers, e-mail addresses or other means of
                contacting any Company employee with any other person or entity,
                or (3)
                share information regarding the salaries, benefits or other renumeration
                paid by the Company to any of its employees with any other person
                or
                entity.

            


    

    


    
      	
              5.  

            	
              Return
                of SNS’s Property.  Except
                as set forth under Section 2.C. above, Mr. Blade will return to SNS
                all of
                its property, including copies thereof, in his possession by 5 p.m.
                on the
                Resignation Date.  Notwithstanding the foregoing, Mr. Blade may
                retain the Blackberry issued to him by SNS.


            


    

    


    
      	
              6.  

            	
              Breach
                of this Agreement.  If Mr. Blade breaches any term or
                condition of this Agreement, all of which are material terms, Mr.
                Blade
                agrees to repay to SNS the entire Settlement Amount and Outplacement
                Payment, and to indemnify and reimburse SNS for any other costs,
                expenses
                and attorneys fees reasonably incurred in defending against any such
                lawsuit, or in enforcing the terms of this
                Agreement.

            


    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              7.  

            	
              Mr.
                Blade’s Waiver of Claims.  Mr. Blade, in consideration of
                the mutual promises and benefits contained herein, knowingly and
                voluntarily waives, releases, discharges and holds SNS and its directors,
                officers, agents, insurers and employees harmless (on behalf of himself
                and his family, heirs, executors, successors and assigns) from any
                and all
                complaints, causes of action and any other claims, costs, damages,
                expenses, liabilities, taxes, judgments, compensation, attorneys’ fees, or
                any other relief or costs arising out of Mr. Blade’s employment,
                resignation from employment, or any other relationship with SNS,
                whether
                these claims are known or unknown.  Mr. Blade specifically
                waives any right he may have to pursue and/or recover monetary, pecuniary,
                punitive, or any other personal benefits of any kind pursuant to
                any
                lawsuit, claim, charge or other cause of action of any kind that
                Mr. Blade
                files or that is filed on Mr. Blade’s behalf, except as otherwise provided
                by applicable law or regulation.  Mr. Blade agrees to waive any
                and all rights or claims to pursue and/or recover monetary, pecuniary,
                punitive or any other personal benefits of any kind he may have against
                SNS arising out of the Indiana Civil Rights Act, (or its equivalent),
                The
                Equal Pay Act, any Payment of Wages Act, The Americans with Disabilities
                Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C.
                §2000e et seq, the 1866 Civil Rights Act, The Civil Rights Act of
                1991,
                The Federal Rehabilitation Act of 1973, the Employee Retirement Income
                Security Act, The Age Discrimination in Employment Act, 29 U.S.C.
§621 et
                seq, the Older Workers Benefits Protection Act, the Fair Labor Standards
                Act, the Family and Medical Leave Act, the Indiana Worker’s Compensation
                Act (or its equivalent), and any other applicable federal, state
                and/or
                local civil rights law, regulation or statute, and any common law
                claims
                and/or tort claims.  In addition to the foregoing, Mr. Blade
                specifically waives any rights that he has under the letter in which
                SNS
                offered him employment, dated on or about February 2, 2004, a “Change in
                Control Benefits Agreement” dated on or about November 7, 2007 and any
                amendments thereto, as well as any other contracts or agreements
                into
                which Mr. Blade entered with SNS during or prior to his employment
                with
                SNS.  In addition to the foregoing, Mr. Blade acknowledges that
                SNS has not (a) discriminated against him, (b) breached any contract
                with
                him, (c) committed any civil wrong against him, or (d) otherwise
                acted
                unlawfully toward him.  Notwithstanding the foregoing, Mr. Blade
                and SNS agree that Mr. Blade shall be entitled to elect continuation
                of
                his group health insurance benefits under the Consolidated Omnibus
                Budget
                Reconciliation Act.  

            


    

     

    
      	
              
                8.  

              

            	
              Right
                to Revoke, Right to Review, and Right to Seek Legal
                Advice.  Mr. Blade is hereby advised that:
                

            


    

    


    
      	
              a.  

            	
              He
                has up to 21 days to review and consider this Agreement, and the
                Agreement
                may not be withdrawn during his period of
                review;

            


    

    
      	
              b.  

            	
              After
                he executes this Agreement he has seven (7) days to revoke his execution
                thereof, in which case this Agreement shall be null and
                void;

            


    

    
      	
              c.  

            	
              He
                has the right to seek legal counsel to review this Agreement and
                his
                decision to do so shall not result in the withdrawal of this Agreement
                by
                SNS.

            


    

     

        To
      revoke
      this Agreement after signing it, Mr. Blade must send written notice of
      revocation to Wayne Kelley at the Company’s corporate office.  For
      revocation to be effective, it must be received by Mr. Kelley no later than
      the
      close of business on the seventh day after Mr. Blade signs this
      Agreement.  If Mr. Blade revokes this Agreement, it shall not be
      effective or enforceable and Mr. Blade will not receive any of the benefits
      or
      the payments described herein and Mr. Blade shall return any payments made
      hereunder.

    


    
      	
              
                9.  

              

            	
              Modification
                and
                Waiver.  This Agreement may only be modified by a
                written document signed by both parties hereto.  The failure to
                enforce this Agreement or the waiver of any breach of this Agreement
                shall
                not constitute the waiver of any future breach or any other rights
                contained herein. 

            


    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              
                10.  

              

            	
              Successors
                and Assigns.  This Agreement shall be binding upon Mr.
                Blade and SNS, and upon their heirs, administrators, representatives,
                executors, successors and assigns, and shall inure to the benefit
                of Mr.
                Blade and SNS, and to their heirs, administrators, representatives,
                executors, successors and assigns. 

            


    

     

    
      	
              
                11.  

              

            	
              Venue,
                Jurisdiction and Governing Law.  Mr. Blade and SNS agree
                that any suit or claim arising out of this Agreement, seeking to
                remedy a
                breach of this Agreement, or otherwise arising out of Mr. Blade’s
                employment with SNS shall only be brought in the Federal District
                Court
                for the Southern District of Indiana, Indianapolis Division or the
                Indiana
                state courts located in Marion County, Indiana.  This Agreement
                shall be construed only under the laws of the State of Indiana,
                notwithstanding any conflict of laws provisions or decision.  In
                the event that a court finds that a provision of this Agreement is
                not
                enforceable, the court shall strike the offending provision and the
                remainder of this Agreement shall be fully enforceable.
                

            


    

    


    
      	
              
                12.  

              

            	
              Complete
                Agreement.  Mr. Blade agrees that this written Agreement
                is the complete and entire agreement between himself and SNS and
                that it
                completely supersedes any and all other agreements between the
                parties.  Notwithstanding the foregoing or anything else
                contained herein the Indemnity Agreement into which Mr. Blade entered
                with
                SNS on or around October 7, 2007 shall remain in full force and effect.
                

            


    

    


    THIS
      AGREEMENT IS ENTERED INTO AS OF THE DATE ABOVE WRITTEN AND THE PARTIES AGREE
      TO
      BE BOUND TO ITS TERMS BY SIGNING BELOW:

    


    
      
        	Mr.
                Blade:	SNS
                (as defined in
                the first paragraph):
	/s/
                Jeffrey A. Blade	By:
/s/
                Wayne L. Kelley
	Dated:
                July 11,
                2008	Printed:
                Wayne L.
                Kelley, Interim Chief Executive Officer
	 	Dated:
                July 11,
                2008