**Exhibit10.8**

 

**GENERALRELEASE AND RETIREMENT SEPARATION AGREEMENT**

 

This General Release andRetirement Separation Agreement (“Retirement Separation Agreement”) is enteredinto between Bart A. Brown, Jr. (“Brown”) and MAIN STREET AND MAIN INCORPORATED(“Main Street”) (jointly referred to as “the parties”).

 

RECITALS

 

(A)                           Brown is anArizona employee of Main Street.

 

(B)                             Brown’semployment with Main Street is formally ending effective March 31st, 2004.His last day at work will be Wednesday, March 31, 2004.

 

(C)                             Brown and MainStreet have decided to amicably resolve all matters between them concerningBrown’s employment and the circumstances surrounding his retirement and the endingof his employment and relationship with Main Street.

 

AGREEMENT

 

NOW THEREFORE, inconsideration of the mutual promises set forth below in this RetirementSeparation Agreement, Brown and Main Street agree as follows:

 

1.                                       Notwithstandingthe date of execution of this Retirement Separation Agreement, the partiesagree that it is their intent that it shall not be effective until March 31,2004, the date of Brown’s retirement from Main Street, and that on March 31,2004 it shall be in full force and effect. In addition, the parties recognizethat Brown shall continue to be employed by Main Street through March 31,2004. Pursuant to such employment Brown shall be entitled to receive hiscurrent salary and related fringe benefits from this date through March 31,2004, his bonus for 2003 as determined by the Compensation Committee of the Boardof Directors and reimbursement for expenses incurred for Main Street through March 31,2004. In consideration for a General Release given by Brown in this RetirementSeparation Agreement, Main Street will

 

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provide him, at thetimes specified, the following payments and benefits. Brown acknowledges thathe is not otherwise entitled to receive the following without the signedexecution of this Retirement Separation Agreement.

 

a.                                      Payment of oneyear annual base pay or $300,000 as Retirement Separation Pay with applicableState and Federal taxes withheld. This Retirement Separation pay will be paidin monthly installments of $25,000 less applicable taxes commencing on thefirst day of April 2004 and monthly thereafter on the first day of eachsucceeding month until this sum has been paid in full. The sum called forhereunder shall be payable to Brown’s estate in the event of his death or disability.

 

b.                                     Main Street willallow Brown to participate in the existing Main Street programs, at his cost ofthe actual premiums, for executive physicals healthcare benefits and lifeinsurance.

 

c.                                      Main Streetagrees to honor Brown’s existing stock options reflected on Exhibit A attachedhereto, but no additional options shall be granted.

 

d.                                     Under a separateagreement, Main Street is offering Brown, contemporaneously with the executionof the Retirement Separation Agreement, a consulting contract (attached heretoas Exhibit B and incorporated herein by reference) commencing on the date ofthis Retirement Separation Agreement and through September 30, 2005.

 

e.                                      All accrued butunused vacation shall be taken by Brown prior to March 31, 2004 or shallbe waived.

 

2.                                       In considerationof the above mentioned payment and benefits, Brown and his successors andassigns, release and discharge Main Street and Main Street-sponsored employeebenefits plans in which Brown participates, and any of Main Street’s affiliatesand/or subsidiary entities (hereafter collectively referred to as “Main Street”)and all Main Street’s past, present and future

 

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officers, directors, partners, agents,shareholders, trustees, lawyers, legal representatives, employees, assigns,joint ventures, insurers, predecessors-in-interest, successors-in-interest, andunderwriters, any other agents from any and all causes of action, judgments,liens, indebtedness, costs, charges, damages, obligations, attorney’s fees,losses, claims, liabilities and demands of whatever kind and character, knownor unknown (“Claims”), which Brown may now have or has ever had against MainStreet, including without limitation, all claims arising from or in any wayconnected with the employment of Brown by Main Street or whether acting withinor beyond the scope of their employment, or based in tort, contract (express orimplied) or any federal, state or local law, statute or regulation.

 

3.                                       In considerationof the above mentioned payment and benefits, Main Street and Main Street’saffiliates and subsidiaries, and its successors and assigns, subsidiaryentities (hereafter collectively referred to as “Main Street”) and all MainStreet’s past, present and future officers, directors, partners, agents,shareholders, trustees, lawyers, legal representatives, employees, assigns,joint ventures, insurers, predecessors-in-interest, successors-in-interest, andunderwriters, any other agents release and discharge Brown from any and allcauses of action, judgments, liens, indebtedness, costs, charges, damages,obligations, attorney’s fees, losses, claims, liabilities and demands ofwhatever kind and character, (“Claims”), which Main Street may now have or haveever had against Brown, including without limitation, all claims arising fromor in any way connected with the employment of Brown by Main Street or whetheracting within or beyond the scope of his employment, or based in tort, contract(express or implied) or any federal, state or local law, statute or regulation.

 

4.                                       Brown’s releaseof Claims includes, but is not limited to, any Claims arising under Title VIIof the Civil Rights Act of 1964, as amended. 42 U.S.C. § 2000(e), etseq: the Civil Rights act of 1966, as amended, 42 U.S.C. § 1981, etseq: the Age Discrimination in Employment Act,

 

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as amended, 29 U.S.C. Section 623, etseq;: the Older Workers’ Benefit Protection Act, 29 U.S.C. Section 626(f):the Americans with Disabilities Act of 1990, 42 U. S. C. § 12101 et seq:the Fair Labor Standards Act of 1939, as amended 29 U.S.C. § 201, etseq; the Family Medical Leave Act of 1993, 29 U.S.C. § 2601, et seq:the Rehabilitation Act of 1973, as amended, 29 U.S. C. § 701 et seq:the Employee Retirement Income Security Act of 1974 29 U.S.C. § 1001. et seq: the National Labor Relations Act, as amended,29 U.S.C. § 151. et seq.: relating to wages, hours or workingconditions, and any Claim based on contract, quasi-contract, implied contract,tort, wrongful or constructive discharge, breach of the covenant of good faithand fair dealing, defamation, immigration issues, infliction of emotionaldistress, assault, battery, discrimination on any basis prohibited by statuteor public policy, negligence, or any interference with business opportunity orwith contract. The parties intend that this paragraph be construed as broadlyas possible.

 

5.                                     A.                                   Brown representsthat he presently has no Claims of any kind against Main Street arising out ofor relating to his employment or termination of that employment that arepresently pending before any state, federal or other court, or local, state offederal agency or other professional entity. If arguendo any such Claimsare pending, Brown agrees to dismiss and withdraw the same with prejudice.Brown further represents that Brown will not pursue, initiate or cause to be institutedany Claim before any state, federal or other court, or local, state of federalagency or other governmental entity arising out of or related to the Brown’semployment or termination of that employment with Main Street.

 

B.                                    Main Streetrepresents that it presently has no Claims of any kind against Brown arisingout of or relating to his employment or termination of that employment that arepresently pending before any state, federal or other court, or local, state offederal agency or other professional entity. If arguendo any such Claimsare pending, Main Street agrees to dismiss and withdraw the same withprejudice. Main Street further represents that Main Street will not

 

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pursue, initiate or cause to be institutedany Claim before any state, federal or other court, or local, state of federalagency or other governmental entity arising out of or related to the Brown’semployment or termination of that employment with Main Street.

 

6.                                       This RetirementSeparation Agreement extends to all Claims of every nature and kind by Brownagainst Main Street and or by Main Street against Main whether known orunknown, suspected or unsuspected, past or present, and whether or not theyarise out of or are attributable to the circumstances of Brown’s employment ortermination of that employment with Main Street.

 

7.                                       The partiesacknowledge that while Brown was employed as Main Street’s CEO, he was entitledto certain indemnities and indemnifications as called for in Main Street’sconstituent documents and that nothing contained herein shall in any way beconstrued to affect, diminish or eliminate any such indemnities orindemnifications and such rights remain in full force and effect.

 

8.                                       Brown shallassist Main Street, upon request, in any matter in which Brown was involved whileemployed with the Company, which includes, but is not limited to, thesituations he encountered as CEO and director of Main Street. Such assistanceshall be without charge to Main Street if it can be provided by telephone andwithout inconvenience to him. If Brown receives any legal documents, such as asubpoena, which are related to his employment at Main Street, Brown agrees tocontact Main Street’s legal department immediately upon receipt.

 

9.                                       Brown agrees toreturn to Main Street on or before March 31, 2004, all property and documentsof Main Street that are in Brown’s possession or control.

 

10.                                 Brown representsand warrants that he has not assigned or transferred, or purported to have assignedor transferred, to any firm, corporation, entity or person, any Claim releasedin this Retirement Separation Agreement.

 

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11.                                 This paymentBrown receives under this Retirement Separation Agreement constitutes the soleconsideration due Brown under this Retirement Separation Agreement, andincludes any and all costs and attorneys’ fees which Brown could seek from MainStreet.  The parties agree that noadditional amount shall be due from Main Street to Brown for earned and unused vacation,overtime, bonus or any other reason.

 

12.                                 A.                                   Brownacknowledges that the factual circumstances under which he signed this RetirementSeparation Agreement may later prove to be different than now known orbelieved. Brown accepts and assumes this risk and agrees that this RetirementSeparation Agreement shall remain effective in all aspects and not be subjectto termination or rescission by reason of any later discovered facts.

 

B.                                  Main Streetacknowledges that the factual circumstances under which it signed thisRetirement Separation Agreement may later prove to be different than now knownor believed. Main Street accepts and assumes this risk and agrees that thisRetirement Separation Agreement shall remain effective in all aspects and notbe subject to termination or rescission by reason of any later discoveredfacts.

 

13.                                 If any provisionof this Retirement Separation Agreement is determined to be invalid or unenforceable,all of the other provisions shall remain valid and enforceable notwithstanding,unless the provision found to be unenforceable is of such material effect thatthis Retirement Separation Agreement cannot be performed in accordance with theintent of the parties in its absence.

 

14.                                 The terms andconditions contained herein and in Exhibit A constitute the entire agreementbetween the parties and supersede all previous communications, either oral or written,between the parties with respect to the subject matter, and no agreement or understandingvarying or extending the terms shall be binding upon either party unless inwriting signed by or on behalf of such party.

 

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15.                                 No promise,inducement or agreement other than those expressed in this Retirement SeparationAgreement and its Exhibit A have been made by eitherparty. This Retirement Separation Agreement constitutes a single integratedcontract and expresses the parties’ entire agreement with the exception of aconsulting agreement previously referred to as Exhibit A. There are no otheragreements, written or oral, expressed or implied, between the parties concerningthe subject matter of this Retirement Separation Agreement.

 

16.                                 This RetirementSeparation Agreement can be amended, modified or terminated only by a writingsigned by both Brown and an authorized agent of Main Street.

 

17.                                 Each party hashad a full and complete opportunity to review this Retirement Separation Agreementand, if desired, each party has received independent legal advice from anattorney or has had ample opportunity to seek such advice as to the meaning andadvisability of signing this Retirement Separation Agreement. Accordingly, theparties agree that the common law principles of construing ambiguities againstthe drafter shall have no application to this Retirement Separation Agreement.

 

18.                                 Brown representsthat he is in good health and fully competent to manage his business affairs,and understands all of this Retirement Separation Agreement’s contents.

 

19.                                 This Retirement SeparationAgreement shall be subject to and governed by the laws of the State of Arizona.Both parties consent to the jurisdiction of Arizona courts.

 

20.                                 BROWN  HAS  CAREFULLY  READ  THIS  RETIREMENT  SEPARATION AGREEMENT, HAS HAD THE OPPORTUNITYTO FULLY DISCUSS THIS AGREEMENT WITH AN ATTORNEY OR OTHER ADVISOR, HAS HADAMPLE TIME TO REFLECT UPON AND CONSIDER ITS CONSEQUENCES, FULLY UNDERSTANDS ITSFINAL AND BINDING EFFECT, AND IS SIGNING THIS AGREEMENT VOLUNTARILY.

 

BROWN ACKNOWLEDGES THATHE HAS BEEN GIVEN THE OPPORTUNITY TO CONSIDER THIS AGREEMENT FOR A PERIOD OF UPTO TWENTY-ONE (21) DAYS BEFORE SIGNING IT. IN ADDITION, BOTH BROWN AND MAINSTREET AGREE

 

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AND ACKNOWLEDGE THAT BROWN HAS THE RIGHT TOREVOKE THIS AGREEMENT WITHIN SEVEN (7) DAYS OF ITS EXECUTION OR THAT THISAGREEMENT IS NOT EFFECTIVE OR ENFORCEABLE UNTIL THAT REVOCATION PERIOD HASEXPIRED. SUCH REVOCATION IS TO BE IN WRITING AND DELIVERED TO MAIN STREETWITHIN THE SEVEN (7) DAY PERIOD TO THE PERSON DESIGNATED IN THE LETTER WHICH ISATTACHED HERETO AND BY REFERENCE INCORPORATED HEREIN.

 

 

**AGREED AND ACCEPTED:**

 

 
| **Dated: November 19, 2003** | /s/  Bart A. Brown Jr.      | ** **                |
|-----------------------------------|-----------------------------|---------------------------|
| ** **                        | **Bart A. Brown Jr.**       |
| ** **                        | ** **                  |
| ** **                        | ** **                  |
| **Dated: November 19, 2003** | **MAIN****STREET AND MAIN** |
| ** **                        | ** **                  |
| ** **                        | ** **                  |
| ** **                        | ** **                  |
| ** **                        | **By:**                     | ** **                | /s/  John F. Antioco | ** ** |
| ** **                        | ** **                  | **John F. Antioco**       |
| ** **                        | ** **                  | **Chairman of the Board** |
|                                   |                             |                           |  |  |  |

 

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