exhibit10_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 23rd day of July, 2008 by and between Steven C. Schiller
        (“Mr. Schiller”) and The Steak n Shake Company (“SNS”).

      


      
        	
                
                  1.  

                

              	
                Resignation. 
                  In consideration for the representations, promises, and warranties
                  made
                  herein, Mr. Schiller resigns his employment and his position as
                  an officer
                  of SNS and as a director or officer of any of its affiliates of
                  subsidiaries effective July 23, 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. Schiller with certain pay and benefits as set forth
                  below:

              


      

      


      
        	
                A.  

              	
                SNS
                  shall pay to Mr. Schiller an amount equal to ten months of his
                  current
                  salary ($257,500 annually) less applicable withholdings and deductions
                  authorized by law or Mr. Schiller (the “Settlement
                  Amount”).  The Settlement Amount shall be paid in a lump sum
                  within five (5) days after the expiration of all revocation periods
                  contained in this Agreement.

              
	 	 


      

      
        	
                B.  

              	
                SNS
                  shall retain Mr. Schiller in its group health and medical plans
                  (collectively the “Medical Plan”) for up to one year or until Mr. Schiller
                  is covered by another group insurance plan, whichever is shorter,
                  on the
                  same terms and conditions as he is currently covered.  Should
                  SNS not be able to retain Mr. Schiller as a participant in the
                  Plan then
                  it shall pay him an amount sufficient to allow him to pay the cost
                  of
                  COBRA or other continuation coverage on a basis that would equal
                  his
                  current out-of-pocket cost for the Plan’s coverage.

              
	 	 


      

      
        	
                C.  

              	
                Mr.
                  Schiller may retain a company-owned automobile and operate it in
                  compliance with SNS’s automobile policy for up to six
                  months.  SNS shall have no responsibility for gas, oil,
                  maintenance, insurance or other operating expenses associated with
                  the
                  automobile.

              


      

       

          Mr.
        Schiller
        agrees and understands that the Settlement Amount 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 is specifically allocable to the waiver of any claims under the Age
        Discrimination in Employment Act and/or the Older Workers Benefits Protection
        Act.  Mr. Schiller acknowledges that, except for the payments and
        other benefits contemplated by this Agreement (and any equity incentive awards
        fully vested as of the Resignation Date) the Company has paid him all
        compensation to which he is entitled in connection with his employment with
        SNS.

      


      
        	
                3.  

              	
                Consultation
                  and Transition Services.  Mr. Schiller agrees to provide
                  up to eight (8) hours per week of consulting and transition services
                  at
                  mutually agreeable times through September 8, 2008, not including
                  the
                  period between July 30 and August 6,
                  2008.  

              


      

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                4.  

              	
                Confidentiality
                  and Non-Disparagement.  Mr. Schiller’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. Schiller 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. Schiller 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.
        Schiller’s goodwill or reputation.  If Mr. Schiller 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.

      


      
        	
                5.  

              	
                Raiding
                  of Employees.  Mr. Schiller 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 SNS, (2) share the names, addresses, telephone
                  numbers, e-mail addresses or other means of contacting any SNS
                  employee
                  with any other person or entity, or (3) share information regarding
                  the
                  salaries, benefits or other renumeration paid by SNS to any of
                  its
                  employees with any other person or
                  entity.

              


      

      


      
        	
                6.  

              	
                Return
                  of SNS’s Property.  Except
                  as set forth under Section 2.C. above, Mr. Schiller will return
                  to SNS all
                  of its property, including his current car, in his possession by
                  5 p.m. on
                  August 6, 2008. 

              


      

      


      
        	
                7.  

              	
                Breach
                  of this Agreement.  If Mr. Schiller breaches any term or
                  condition of this Agreement, all of which are material terms, Mr.
                  Schiller
                  agrees to repay to SNS the entire Settlement Amount, 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.

              


      

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
        	
                8.  

              	
                Mr.
                  Schiller’s Waiver of Claims.  Mr. Schiller, 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. Schiller’s employment, resignation from employment, or any other
                  relationship with SNS, whether these claims are known or
                  unknown.  Mr. Schiller 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. Schiller files or that
                  is filed
                  on Mr. Schiller’s behalf, except as otherwise provided by applicable law
                  or regulation.  Mr. Schiller 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. Schiller specifically
                  waives any rights that he has under the letter in which SNS offered
                  him
                  employment, dated on our 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.
                  Schiller entered with SNS during or prior to his employment with
                  SNS.  In addition to the foregoing, Mr. Schiller 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.
                  Schiller and SNS agree that Mr. Schiller shall be entitled to elect
                  continuation of his group health insurance benefits under the Consolidated
                  Omnibus Budget Reconciliation
                  Act.  

              


      

      


      
        	
                
                  9.  

                

              	
                Right
                  to Revoke, Right to Review, and Right to Seek Legal
                  Advice.  Mr. Schiller 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. Schiller must send written notice of
        revocation to Tom Murrill at the Company’s corporate office.  For
        revocation to be effective, it must be received by Mr. Murrill no later than
        the
        close of business on the seventh day after Mr. Schiller signs this
        Agreement.  If Mr. Schiller revokes this Agreement, it shall not be
        effective or enforceable and Mr. Schiller will not receive any of the benefits
        or the payments described herein and Mr. Schiller shall return any payments
        made
        hereunder.

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
        	
                
                  10.  

                

              	
                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. 

              


      

       

      
        	
                
                  11.  

                

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

              


      

       

      
        	
                
                  12.  

                

              	
                Venue,
                  Jurisdiction and Governing Law.  Mr. Schiller 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.
                  Schiller’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.
                  

              


      

      


      
        	
                
                  13.  

                

              	
                Complete
                  Agreement.  Mr. Schiller 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. Schiller
                  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.
                    Schiller:	SNS
                    (as defined in
                    the first paragraph):
	/s/
                    Steven C. Schiller	By:
/s/
                    Sardar Biglari
	Dated:
                    July 25,
                    2008	Printed:
                    Sardar
                    Biglari, Executive Chairman
	 	Dated:
                    July 25,
                    2008