Amended and Restated Directors' Deferred Compensation Plan



 Exhibit 10.11 
 MIDAS, INC. 
 AMENDED AND RESTATED DIRECTORS’ DEFERRED COMPENSATION PLAN 
 (amended and restated as of November 11, 2008) 
 Midas, Inc. (the “Company”) desires to establish a Directors’ Deferred Compensation Plan (the “Plan”) to assist it in attracting and retaining persons of competence and stature to serve as
Directors of the Company by giving them the option of using their Board and Board Committee annual retainer and meeting attendance fees from the Company (the “Fees”) to purchase shares of the Company’s Common Stock (the “Common
Stock”) or of deferring receipt of such Fees in the form of cash units and units representing shares of Common Stock. The terms of the Plan are set forth below. 
 1. Effective Date. The Plan is effective upon its approval by the Company’s shareholders. 
 2. Participation. Each non-officer Director (“Eligible Director”) may elect to have all or a portion of his or her Fees paid in the form of shares of Common Stock or to defer receipt of such Fees. Each Eligible
Director who makes such an election shall be a Plan Participant. Any election to defer receipt of Fees under this plan shall be made in the form and manner as required by the Administrator, as defined below. 
 3. Administration. The Company’s Board of Directors (the “Board”) shall designate from time to time a non-director officer
of the Company to act as the administrator of the Plan (the “Administrator”). The Administrator shall administer, construe and interpret the Plan. The Administrator shall not be liable for any act done or determination made in good faith.
The expense of administering the Plan shall be borne by the Company and shall not be charged against benefits payable hereunder. 
 4.
Common Stock Subject to the Plan. The aggregate number of shares of Common Stock that may be issued under the Plan shall not exceed one hundred thousand (100,000), which shall be adjusted appropriately by the Administrator for any stock
dividend, split, combination or other change in the Common Stock (including, without limitation, pursuant to any merger, acquisition or other transaction). 
 5. Conversion of Fees into Shares. Prior to first day of each calendar year, an Eligible Director may elect to have all or a portion of his or her Fees paid in the form of shares of Common Stock by
executing the Fee Conversion Form attached as Exhibit A. The number of 








 
shares to be issued to an electing Eligible Director shall be determined by dividing the dollar amount of the Fees subject to the election by the Market
Value (as defined in Paragraph 6(b)) of the Common Stock on the date that the Fees would have otherwise been paid. The shares of Common Stock shall be issued to the Eligible Director as soon as practicable following the date on which the Fees
subject to the election would have otherwise been paid. 
 6. Deferral of Fees. 
 (a) Deferral Election. Prior to first day of each calendar year, an Eligible Director may elect to defer all or a portion of the Fees
otherwise payable to that Eligible Director for such calendar year (the “Plan Year”) by executing the Deferral Election Form attached as Exhibit B. In addition to deferring Fees, the Deferral Election Form for each Plan Year will require
the Eligible Director to elect to have the deferred Fees credited on the Company’s books in the form of share units, with each share unit representing a share of Common Stock, or cash units, with each cash unit representing the right to receive
the fixed amount of cash the cash unit represents, plus any interest determined pursuant to Section 6(c). 
 (b) Crediting to Plan
Year Accounts. An account (the “Plan Year Account”) shall be established on the Company’s books to record a Participant’s deferrals resulting from each annual Deferral Election, which shall be credited in the form of cash
units and share units. Each Plan Year Account shall be credited with an amount equivalent to the Fees that would have otherwise been paid to the Participant, such credit to be made on the date on which the Fees would have been paid absent a Deferral
Election. The number of share units to be credited to a Plan Year Account shall be determined by dividing the dollar amount of the deferred Fees by the Market Value of the Common Stock on the date the Fees would have otherwise been paid. The
“Market Value” of the Common Stock as of a given date means the closing price of the Common Stock on the New York Stock Exchange (as reported in the Midwest Edition of The Wall Street Journal) on such given date or, if shares were not
traded on such date, on the next preceding date on which shares were traded; provided that, if the Common Stock is traded on an exchange or market in which prices are reported on a bid and asked price, Market Value shall mean the average of the mean
between the bid and the asked price for the Common Stock at the close of trading for the ten consecutive trading days immediately preceding such given date; and provided further that, if the Common Stock is not listed on a national securities
exchange nor traded on the over-the-counter market, the Market Value shall be determined by the Administrator in good faith. 
  

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 (c) Dividend and Interest Credits. Each Plan Year Account that holds share units shall be
adjusted appropriately by the Administrator for dividends on the Common Stock as of the dividend payment date, which adjustment shall be in the form of additional share units determined by multiplying the number of units then credited to the Plan
Year Account by the ratio of the dollar amount of the dividend per share over the current Market Value of the Common Stock. The Administrator shall also adjust appropriately the number of share units in each Plan Year Account for any stock dividend,
split, combination or other change in the Common Stock (including, without limitation, pursuant to any merger, acquisition or other transaction). Cash units credited to a Plan Year Account shall accrue interest compounded monthly based on the prime
commercial lending rate as quoted in the Midwest Edition of The Wall Street Journal as of the first business day of each month. Each Participant shall receive semi-annual statements of the balances in that Participant’s Plan Year Accounts.

 7. Payment of Plan Year Accounts. A Participant must execute the Payment Election Form attached as Exhibit C at the time
each Deferral Election is made under Paragraph 6(a), indicating the date on which payment of the amounts credited to the Participant’s Plan Year Account to which that Deferral Election relates will commence and the payment method. The payment
commencement date for a particular Plan Year Account can be no earlier than two (2) calendar years from the last day of the Plan Year for which deferrals are made to that Account. Payment may be made in a single lump-sum or a maximum of ten
(10) substantially equal annual installments, as elected on the Deferral Election. The commencement date and method of payment may vary with each separate Deferral Election and Plan Year Account. Share units shall be paid only in the shares of
Common Stock, with any fractional share paid in cash, and cash units shall be paid only in an equivalent amount of cash. Notwithstanding any payment election made by a Participant, the aggregate balance of the Participant’s Plan Year Accounts
shall be paid in a single lump-sum to the Participant as soon as practicable following termination of the Participant’s directorship which also constitutes a “separation from service” for purposes of Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”) and any regulations promulgated thereunder. The right to any series of installment payments hereunder shall be treated as the right to a series of separate payments for purposes of Code
§ 409A and Treasury Regulation § 1.409A-2(b)(2)(iii). Notwithstanding any other payment schedule 

  

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provided herein to the contrary, if the Eligible Director is deemed on the date of termination to be a “specified employee” within the meaning of
that term under Code § 409A(a)(2)(B), then 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 such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay
Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to the previous sentence (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 Eligible Director in a lump sum, and all remaining payments due under this Plan shall be paid or provided in accordance with the normal payment dates specified for them herein. 
 8. Early Payment. A Participant may file a written request with the Administrator for payment from his or her Plan Year Accounts due to an
unforeseeable emergency that is caused by an event beyond the control of the Participant and that would result in severe financial hardship to the Participant if payment were not permitted, such as may result from a sudden and unexpected illness or
accident not covered by insurance, loss of property due to casualty, or similar circumstance; provided that such payment event qualifies as an “unforeseeable emergency” under Code § 409A and any regulations promulgated thereunder
and is made solely to the extent allowed under Code § 409A and any regulations promulgated thereunder. 
 9. Payment in the
Event of Death. In the event that a Participant’s service is terminated by reason of death, the Company shall, within sixty (60) days thereafter, pay the aggregate balance of the Participant’s Plan Year Accounts to the
Participant’s beneficiary or beneficiaries in the form of a single lump-sum. Each Participant may designate one or more death beneficiaries by executing the Beneficiary Designation Form attached as Exhibit D. The designated beneficiary or
beneficiaries may be changed by a Participant at any time prior to the Participant’s death by the delivery to the Administrator of a new Beneficiary Designation Form. If no beneficiary has been designated, or if no designated beneficiary
survives the Participant, payments pursuant to this Paragraph 9 shall be made to the Participant’s estate. 
 10. Assignment and
Alienation of Benefits. Except to the extent provided in Paragraph 9 or pursuant to a domestic relations order issued by a court of proper authority (which order specifies the amount and timing of any payment to a Participant’s former
spouse), no Participant or beneficiary may sell, assign, transfer, encumber, or otherwise dispose of the right to receive payments hereunder. 
  

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 11. Unsecured Obligation. The obligation of the Company to make payments of amounts
credited to the Participant’s Plan Year Accounts shall be a general unsecured obligation of the Company, and such payment shall be made from general assets and property of the Company. The Participant’s relationship to the Company under
the Plan shall be only that of a general unsecured creditor and neither this Plan, nor any agreement entered into hereunder, or action taken pursuant hereto, shall create or be construed to create a trust for purposes of holding and investing the
Plan Year Account balances. The Company reserves the right to establish such a trust, but such establishment shall not create any rights in or against any amounts held thereunder. 
 12. Amendment or Termination. The Board may amend or terminate this Plan at any time and from time to time, provided that the aggregate
number of shares that may be issued pursuant to the Plan may not be increased without shareholder approval. Any amendment or termination of this Plan shall not affect the rights of a Participant accrued prior thereto without the Participant’s
written consent. 
 13. Taxes. The Company is not responsible for any of the income taxes resulting from an Eligible
Director’s participation in the Plan. The Company shall comply with all applicable tax reporting requirements relating to payments under the Plan. 
 14. No Right to Continued Directorship. Nothing in this Plan confers upon any Director the right to continue as a member of the Board or interferes with the rights of the Company and its shareholders to
remove any Director in accordance with the Company’s bylaws.  
 15. Applicable Law. This Plan is governed under
the laws of the State of Illinois. 
 * * * * * 
 The Company has caused this Plan to be executed this 11th day of November 2008. 
 MIDAS, INC. 
  

	
	 /s/ Alvin K. Marr

	Alvin K. Marr, Senior Vice President and Secretary

  

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 EXHIBIT A 
 MIDAS, INC. DIRECTORS’ DEFERRED COMPENSATION PLAN 
 FEE CONVERSION ELECTION FORM FOR EACH
PLAN YEAR 
 I hereby elect that     % (FILL IN) of my Board and Board Committee annual retainer and meeting attendance fees to
be earned during the next calendar year be distributed to me in shares of the Company’s Common Stock. The shares should be delivered to me as follows (COMPLETE ONE OF THE FOLLOWING): 
  

					
	METHOD 1:	 	Stock certificates in the name of	  	  



					
			
	METHOD 2:	 	Electronic transfer of stock as follows -	 	  

		
		 	  


 Your Fee Conversion Election is effective only for the single calendar year to which it applies.

  

							
	  
	 		 	Date:	  	  

	PARTICIPANT	 		 		  	
				
	Accepted by Administrator:	 		 		  	
				
	  
	 		 	Date:	  	  









 EXHIBIT B 
 MIDAS, INC. DIRECTORS’ DEFERRED COMPENSATION PLAN 
 DEFERRAL ELECTION FORM FOR EACH PLAN
YEAR ACCOUNT 
 I hereby elect that     % (FILL IN) of my Board and Board Committee annual retention and meeting attendance fees
to be earned during the next calendar year be deferred and credited to my Plan Year Account. 
 I hereby further elect all amounts to be deferred to my Plan
Year Account for the next calendar year be credited in the form of share units and/or cash units (as such terms are defined in the Plan) in the following percentages (FILL IN ONE OR BOTH OF THE FOLLOWING): 
  

				
	 Cash Units:
	  	    	%
		
	 Share Units:
	  	    	%
	 Total:
	  	100	%

 Your Deferral Election is effective only for the single calendar year to which it applies. 
  

							
	  
	 		 	Date:	  	  

	PARTICIPANT	 		 		  	
				
	Accepted by Administrator:	 		 		  	
				
	  
	 		 	Date:	  	  


  

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 EXHIBIT C 
 MIDAS, INC. DIRECTORS’ DEFERRED COMPENSATION PLAN 
 PAYMENT ELECTION FORM FOR EACH PLAN YEAR
ACCOUNT 
 ELECTION OF PAYMENT COMMENCEMENT DATE 
 The payment commencement date for a particular Plan Year Account can be no earlier than two (2) calendar years from the last day of the fiscal year for which deferrals are made to that Account. 
 I hereby designate             , 20    , (FILL IN) as the payment commencement date for
this Plan Year Account. 
 ELECTION OF FORM OF PAYMENT 
 I
hereby elect the following method for payment of my Plan Year Account (YOU MUST CHOOSE ONE): 
  

	•	 	 Method 1: Annual installment payments over      years (FILL IN A WHOLE NUMBER UP TO 10 YEARS). 


  

	•	 	 Method 2: Payment in a single lump-sum. 


 Despite
any payment election that you make, the total balance of your Plan Year Accounts will be paid in a single lump-sum to you as soon as practicable following certain terminations of your directorship, as provided in the Plan. 
  

							
	  
	 		 	Date:	  	  

	PARTICIPANT	 		 		  	
				
	Accepted by Administrator:	 		 		  	
				
	  
	 		 	Date:	  	  


  

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 EXHIBIT D 
 MIDAS, INC. DIRECTORS’ DEFERRED COMPENSATION PLAN 
 BENEFICIARY DESIGNATION FORM 

 Complete this form to name beneficiaries who will receive your Plan Year Account balances remaining at the time of your death. You can change your
beneficiaries at any time by completing a new form. You must sign where indicated on the last page for this form to be valid. 
  

	I.	Participant  

  

			
	  
	  	
	Participant’s legal name (please print)	  	

  

	II.	Primary Beneficiaries 

 Your remaining Plan
Year Account balances will be paid only to those beneficiaries living at the time of your death. The proportions must total 100% of your Account balances. If proportions are not indicated, or do not total 100%, your remaining Account balances will
be paid in equal shares to the designated beneficiaries. If any of your primary beneficiaries is not living at the time of your death, your remaining Account balances will be divided proportionately among the remaining primary beneficiaries.

 In the event of my death, pay my Plan Year Account balances to (if additional beneficiaries are designated, attach the required
information on a separate page): 
  

															
	  
	 		  	  

	Name	  		  		 		  	Social Security Number	 		  		 	
					
	  
	 		  	  
	  	  
	 	%
	Relationship	  		  		 		  	Date of Birth	 		  	Proportion	 	
	
	  

	Address	  	City	  	State	 		  		 		  	Zip	 	
			
	  
	 		  	  

	Name	  		  		 		  	Social Security Number	 		  		 	
					
	  
	 		  	  
	  	  
	 	%
	Relationship	  		  		 		  	Date of Birth	 		  	Proportion	 	
	
	  

	Address	  	City	  	State	 		  		 		  	Zip	 	
		  		  		 		  		 	  
	  		 	
		  		  		 		  		 	TOTAL	  	100%

  

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	III.	Secondary Beneficiaries 

 Your remaining Plan
Year Account balances will be paid to secondary beneficiaries only (1) if none of your primary beneficiaries is living at the time of your death, or (2) if all of your primary beneficiaries die before your Account balances has been
completely paid. The proportions must total 100%. If proportions are not indicated, or do not total 100%, your remaining Account balances will be paid in equal shares to the designated beneficiaries. If any of your secondary beneficiaries is not
living at the time of your death or on the date that your last surviving primary beneficiary dies, your remaining Account balances will be divided proportionately among the remaining secondary beneficiaries. 
 If none of my primary beneficiaries is living at the time of my death or if all of my primary beneficiaries die before my Plan Year Account balances has
been completely paid, pay my Account balances to (if additional beneficiaries are designated, attach the required information on a separate page): 
  

															
	  
	 		  	  

	Name	  		  		 		  	Social Security Number	 		  		 	
					
	  
	 		  	  
	  	  
	 	%
	Relationship	  		  		 		  	Date of Birth	 		  	Proportion	 	
	
	  

	Address	  	City	  	State	 		  		 		  	Zip	 	
			
	  
	 		  	  

	Name	  		  		 		  	Social Security Number	 		  		 	
					
	  
	 		  	  
	  	  
	 	%
	Relationship	  		  		 		  	Date of Birth	 		  	Proportion	 	
	
	  

	Address	  	City	  	State	 		  		 		  	Zip	 	
		  		  		 		  		 	  
	  		 	
		  		  		 		  		 	TOTAL	  	100%

  

	IV.	Participant’s Signature 

 I hereby
revoke every previous designation of beneficiaries for this Plan. I understand that I may change my beneficiaries at any time by completing a new form, and that the change is effective when received in writing and accepted by the Administrator.

  

							
	  
	 		 	Date:	  	  

	PARTICIPANT	 		 		  	
				
	Accepted by Administrator:	 		 		  	
				
	  
	 		 	Date:	  	  


  

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