exhibit10_32.htm


    EXHIBIT
      10.32 

    


    


    SEVERANCE
      AND GENERAL RELEASE AGREEMENT

    


    This
      Severance and General Release Agreement ("Agreement") is entered into this
      17th
      day of September, 2007, by and between The Steak n Shake Company and its
      subsidiaries or related companies (collectively, the "Company") and Gary Walker
      ("Employee").

     

    Recitals

    


    A.  Employee
      was employed by the Company until his employment terminated on September 17,
      2007 (the "Separation Date").

     

    B.  Employee
      understands and agrees that his coverage under Company’s insurance plans
      including, but not limited to, health insurance, life insurance, dental
      insurance, short-term disability insurance and long-term disability insurance,
      and participation in Company’s group medical plan, group life insurance plan,
      employee stock purchase plan, 401k plan, and any other Company-sponsored
      benefits plan (collectively, the “Benefit Plans”) shall all terminate on the
      Separation Date.

     

    C.  Employee's
      employment relationship with the Company is covered by numerous state and
      federal statutes and common laws, including the Age Discrimination in Employment
      Act of 1967, as amended (29 U.S.C. § 621 etseq.), and
      other anti-discrimination laws, which prohibit, among other things,
      discrimination on the basis of age, race, sex, religion, national origin, color,
      disability and citizenship status (collectively, the "Age and Other
      Discrimination Laws").

     

    D.  To
      obtain
      certain special benefits upon termination of employment with the Company,
      Employee wishes to waive any and all rights or claims against the Company that
      have arisen or may arise on or before the date Employee executes this Agreement,
      to release and discharge the Company from any and all possible liability and
      to
      covenant not to sue the Company.  To obtain Employee's waiver and
      release and covenant not to sue, the Company is prepared to provide certain
      special benefits to him.

     

    Agreement

    


    In
      consideration of the foregoing and the following mutual undertakings, and
      subject to the terms and conditions of this Agreement, Employee and the Company agree as follows:

     

    1.  Benefits

     

    The
      Company agrees to provide Employee with the following severance
      benefits:

     

    (a)  The
      Company will pay Employee a severance benefit equal to a total of fifty-two
      (52)
      weeks of salary (the “Severance Amount”).  Each week of salary equals
      the weekly compensation regularly paid to Employee immediately prior to
      Employee's termination of employment, excluding any bonuses.  All
      payments to Employee will be subject to all applicable payroll withholdings
      and
      deductions.  Employee warrants that all monies and/or benefits payable
      under this Agreement are monies and/or benefits to which Employee is not
      otherwise entitled.  The Severance Amount will be paid to Employee in
      equal installments on Company’s normal and customary paydays until the Severance
      Amount is paid in full.

     

    (b)  Within
      ten (10) days of the end of the revocation period,  the Company will
      pay Employee an additional severance benefit, in a lump sum amount, equal to
      One
      Hundred and Seven Thousand One Hundred Seventy Dollars ($107,170), reduced
      by
      applicable payroll withholdings and deductions (the “Lump Sum
      Amount”).

     

     (c)  Employee’s
      eligibility to collect the Severance Amount and the Lump Sum Amount will begin
      upon expiration of the revocation period described in Section 4
      below.

     

    (d)  Company
      will not contest Employee’s pursuit of unemployment benefits.  Company
      makes no representation of any kind regarding Employee’s eligibility for such
      benefits.

     

    (e)  Company
      will provide Employee “executive job outplacement” services through Right
      Management (or a comparable outplacement service) for a period of six (6)
      months.

     

    (f)  Company
      will provide Employee with an explanation of coverage available pursuant to
      the
      Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and any other
      applicable state or federal law.

     

    (g)  Employee
      may use his Company vehicle in accordance with the current terms for the ninety
      (90) day period following the Separation Date.

     

    All
      payments or provision of benefits to Employee will be subject to and reduced
      by
      all applicable payroll withholdings and deductions.

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    2.  General
      Release and Covenant Not To Sue

     

    By
      signing this Agreement, Employee generally, irrevocably and unconditionally
      releases and forever discharges and covenants not to sue the Company and all
      of
      its affiliated entities and all of its present and former employees, partners,
      officers, directors, employee benefit plans, trustees, administrators,
      fiduciaries, agents, and all persons acting for or on behalf of the Company,
      both individually and in their representative capacities (collectively,
      including the Company, the "Released Parties") from any and all claims, charges,
      complaints, demands, liabilities, obligations, injuries, actions or rights
      of
      action of any nature whatsoever (including claims for attorneys' fees, interest
      and costs), whether known or unknown, disclosed or undisclosed, administrative
      or judicial, suspected or unsuspected, arising out of or in any manner connected
      with any act, omission or event occurring in whole or in part on or before
      the
      date Employee signs this Agreement, including but not limited to any and all
      claims arising from Employee's employment with the Company or the termination
      of
      Employee's employment with the Company and specifically includes, but is not
      limited to, and constitutes a complete waiver of, any and all possible claims
      under the Age and Other Discrimination Laws through the date Employee signs
      this
      Agreement.  The Company and Employee agree that the foregoing
      release/covenant not to sue is to be construed as broadly as possible and is
      meant to include all possible claims of any kind that Employee may have against
      any of the Released Parties as of the date Employee signs this
      Agreement.

     

    3.  Return
      of Company Property

     

    Employee
      represents and agrees that he has delivered, or immediately will deliver, to
      the
      Company all property and materials belonging to the Company which are in
      Employee's possession or subject to Employee's control, including, but not
      limited to, any equipment, keys, access cards, files, computer disks and all
      other documents and materials supplied by or belonging to the
      Company.

     

    4.  Knowing
      and Voluntary Waiver

     

    Because
      the arrangements discussed in this Agreement affect important rights and
      obligations, the Company advises Employee to consult with an attorney before
      he
      agrees to the terms of this Agreement and Employee acknowledges that he has
      been
      so advised.

     

    Employee
      acknowledges that the Company provided him with this Agreement on September
      17,
      2007.  Employee is advised that he has up to forty-five (45) days from
      the date he receives this Agreement within which to consider it, and Employee
      may take as much of that time as he wishes before signing.  If
      Employee decides to accept this Agreement, he must sign this Agreement and
      return it to Human Resources Senior Vice President Tom Murrill at the Company
      on
      or before the expiration of the forty-five (45) days.

     

    Employee
      is advised that if he signs this Agreement, thereby accepting its terms and
      conditions, Employee will have a period of seven (7) days following the date
      Employee signs this Agreement to change his mind and revoke this
      Agreement.  If Employee decides to revoke this Agreement, then
      Employee must deliver written notice of such revocation to Human Resources
      Senior Vice President Tom Murrill at the Company within such 7-day
      period.  This Agreement will not become binding and enforceable until
      the 7-day revocation period has expired.

     

    Employee's
      employment is being terminated as part of an employment termination
      program.  Employee acknowledges that the Company has informed Employee
      of the group of individuals covered by the program, the eligibility factors
      for
      the program and the time limits within which Employee may participate in the
      program.  A list of the job titles and ages of employees who are
      eligible and who are not eligible for the benefits of this program is attached
      as Exhibit A for Employee's review.

     

    5.  Non-Reliance

     

    Employee
      acknowledges that in entering this Agreement he has not relied on any
      representations or statements made by the Company or any of the Released Parties
      other than those specifically stated in this Agreement.

     

    6.  Representations
      and Indemnification

     

    Employee
      represents that, as of the date of execution of this Agreement, he has not
      filed
      with any agency or court any charges, complaints or legal actions against the
      Released Parties.

     

    Employee
      agrees that he will not, directly or indirectly, file or pursue any charge,
      complaint or legal action against the Released Parties based on any acts,
      omissions or events occurring up through the date Employee signs this
      Agreement.  Should any administrative agency or other person bring a
      complaint, charge or legal action on Employee's behalf against any of the
      Released Parties based on any acts, omissions or events occurring up through
      the
      date Employee executes this Agreement, Employee will notify such agency or
      person promptly that the matter has been resolved to his satisfaction and that
      he does not wish to have the matter pursued.  If such agency or other
      person independently determines to initiate or pursue a complaint, charge or
      legal action on Employee's behalf against any of the Released Parties based
      on
      any acts, omissions or events occurring up through the date Employee signs
      this
      Agreement, Employee hereby waives any rights to, and will not accept, any remedy
      obtained through the efforts of such agency or person.

     

    Employee
      agrees to indemnify the Released Parties from all claims, costs and expenses,
      including all attorneys' fees, arising out of any misrepresentation made by
      Employee in this Agreement.  In the event Employee initiates, pursues
      or maintains any claim, charge, complaint, action or proceeding against any
      of
      the Released Parties based on any claim, charge, complaint, action, injury
      or
      right of action for which Employee has released and agreed not to sue the
      Released Parties in this Agreement, or in the event Employee otherwise breaches
      any term or condition of this Agreement, all of which are material terms and
      conditions, then in such event Employee agrees to repay to Company the entire
      Severance Amount and Lump Sum Amount and, to the fullest extent permitted by
      law, to pay all costs and attorneys' fees incurred by any of the Released
      Parties in defending any claim, charge, complaint, action or proceeding that
      Employee pursues.

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    7.  Nondisparagement

     

    Employee
      understands and agrees that this Agreement is a confidential agreement between
      himself and the Company.  Employee agrees that, except as required by
      law or provided herein, Employee shall keep the terms and subject matter of
      this
      Agreement strictly confidential and shall not disclose any term or condition
      of
      the Agreement to any other individual or organization unless there is a breach
      of the Agreement in which event the Agreement may be disclosed solely for the
      purposes of enforcement.  Employee agrees that Employee will not do or
      say anything that a reasonable person would expect at the time would have the
      effect of diminishing or injuring the goodwill and reputation of the Released
      Parties.

    


    8.  Raiding
      of Employees

     

                Employee
      agrees that for a period of two (2) years after the date of this Agreement,
      Employee will not directly or indirectly, on his own behalf or on behalf of
      any
      other person or entity, do any of the following: (1) hire, solicit, recruit,
      or
      otherwise attempt to hire or enter into any employment 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.

     

    9.  Non-Admission

     

    Neither
      this Agreement nor any action pursuant to it constitutes an admission by any
      of
      the Released Parties of any wrongdoing or of any liability to Employee arising
      under any law, including the Age and Other Discrimination Laws.

     

    10.  Successors
      and Assigns

     

    This
      Agreement shall be binding upon Employee and the Company, and upon their heirs,
      administrators, representatives, executors, successors and assigns, and shall
      inure to the benefit of Employee and the Company, and to their heirs,
      administrators, representatives, executors, successors and assigns.

     

    11.  Language
      Construed as a Whole

     

    The
      language of this Agreement shall in all cases be construed as a whole, according
      to its fair meaning, and not strictly for or against any of the
      parties.

     

    12.  Applicable
      Law; Choice of Forum

     

    This
      Agreement shall be construed and enforced in accordance with the laws of the
      State of Indiana.  The Company and Employee agree that any legal
      action relating to this Agreement shall be commenced and maintained exclusively
      before an appropriate state court of record in Marion County, Indiana or in
      the
      United States District Court for the Southern District of Indiana, Indianapolis
      Division, and the parties hereby submit to the jurisdiction of such courts
      and
      waive any right to challenge or otherwise raise questions of personal
      jurisdiction or venue in any action commenced or maintained in such
      courts.

     

    13.        Entire
      Agreement

     

            This
      Agreement
      constitutes the entire agreement between the parties with respect to the
      subjects addressed in this Agreement and supersedes any prior agreements,
      understandings or representations, oral or written, on the subjects addressed
      in
      this Agreement.

    


     

    IN
      WITNESS WHEREOF, the Company and Employee have executed this Agreement on the
      dates indicated below, intending it to become effective on the eighth (8th) day after
      the
      date Employee signs the Agreement.

     

    


    "EMPLOYEE"                                                                                                              "COMPANY"

    


    


     /s/
      Gary
      Walker                                         
                                                                By: 
/s/ Alan B.
      Gilman                                             

    Gary
      Walker

                                                                                                                      Alan
      B. Gilman,
      Interim Chief Executive Officer                   

                                                      Printed
      Name

    


    
      	
              September
                17,
                2007                               
                    

            	
              
                September
                  17,
                  2007                               
                      

              

            


    

    Date                                                                                                          Date

     

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