Form of Amendment to Retention Agreement



 Exhibit 10.17 
  

			
	TO:	  	
		
	DATE:	  	November 11, 2008
		
	SUBJECT	  	Special Retention Package

 This note shall memorialize modifications to your Special Retention Package that has been approved
by the Midas Board of Directors. The details are as follows: 
 You will be eligible to receive all of the following: 
  

	 	1.	One (1) year of severance (base salary) payable over 1 year in accordance with the regular payroll practices of Midas, Inc. (the “Company”) as in effect on the date
of termination, but in no event less frequently than monthly (the “Continuing Cash Payments”) and one (1) year of continued participation in the company’s medical benefits program (the “Continuing Benefits”), in each
case in the event of your involuntary termination without cause. 

  

	 	2.	You hereby acknowledge that in the event of a termination following a change of control of the nature described in Section 4(b) of your Change in Control Agreement which
entitles you to payments and benefits under your Change in Control Agreement, then the following shall apply: 

 (a) The amounts of any cash payments due under Section 4(b)(i) of your Change in Control Agreement shall be reduced by the Continuing Cash Payments (which, for the avoidance of doubt, shall be paid upon the schedule provided in this
letter agreement), and 
 (b) you shall not be entitled to the Continuing Benefits, but shall instead receive the benefits
described in your Change in Control Agreement. 
  

	 	3.	If you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then each of the following
shall apply: 

 (a) With regard to any payment that is considered deferred compensation under Code
Section 409A payable on account of a “separation from service,” such payment shall be made on the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of your “separation from
service”, and (B) the date of your death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section (whether they would
have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with
the normal payment dates specified for them herein; and 







 (b) To the extent any benefits provided during the first six months after your
termination are considered deferred compensation under Code Section 409A provided on account of a “separation from service,” and such benefits are not otherwise exempt from Code Section 409A, you shall pay the cost of such
benefits during the first six months following termination and shall be reimbursed, to the extent such costs would otherwise have been paid by the Company or to the extent such benefits would otherwise have been provided by the Company at no cost to
you, the cost of such coverage six months after your termination. 
 The intent of the parties is that payments and benefits under this
letter agreement, as amended, comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted,
this letter agreement shall be interpreted to be in compliance therewith, however, in no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on you by Code Section 409A or any other
damages for failing to comply with Code Section 409A. 
 A termination of employment shall not be deemed to have occurred for purposes
of any provision of this letter agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code
Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” 
 It is my pleasure to present these details to you as an important gesture of the Board of Directors support and confidence. 
  

			
		  	Acknowledge receipt:
		
	  
	  	  

	Alan D. Feldman, Chairman and CEO