EMPLOYMENT AGREEMENT
Exhibit 99.1
EMPLOYMENT AGREEMENT, entered into on September 28, 2007 and effective as of October 1, 2007
(the “Effective Date”), between Monro Muffler Brake, Inc. (the “Company”) and Xxxxxx X. Xxxxx (the
“Executive”).
WHEREAS, the Company and the Executive wish for the Executive to continue to be employed by
the Company upon the terms and conditions as set forth herein; and
NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Employment and Duties.
1.1 Employment by the Company. The Company hereby agrees to employ the Executive for
the Term (as herein defined), to render exclusive and full-time services in the capacity of Chief
Executive Officer (“CEO”) of the Company, subject to the control and direction of the Company’s
Board of Directors (the “Board”).
1.2 Duties/Authority. The Executive shall have responsibility for the conduct of the
business and fiscal affairs of the Company and the general supervision of and control over the
assets, business interests, and agents of the Company, in each case subject to the control and
direction of the Board. The Executive’s duties hereunder shall be consistent with the duties,
responsibilities, and authority generally incident to the position of CEO and such other reasonably
related duties as may be assigned to him from time to time by the Board.
2. Term of Employment. The term of this Agreement shall commence on the Effective
Date and end on the fifth anniversary of the Effective Date (the “Term”), unless sooner terminated
as provided herein.
3. Compensation.
3.1 Salary. As consideration for services rendered, the Company shall pay the
Executive during the Term a salary of $840,000 per annum (the “Base Salary”), payable not less
frequently than monthly. The Executive’s Base Salary will be reviewed annually by the Compensation
Committee of the Board (the “Committee”) and may be increased (but not decreased) to reflect the
Executive’s performance and responsibilities.
3.2 Special Bonus. In consideration for the Executive entering into this Agreement
and agreeing to serve as CEO during the Term, the Company shall pay to the Executive an amount
equal to $750,000, payable in five (5) equal installments of $150,000, beginning on the Effective
Date and continuing until the fourth anniversary of the Effective Date. The Special Bonus is
subject to repayment or acceleration in certain circumstances, as set forth in Sections 5 and 6 of
this Agreement.
3.3 Annual Bonus. Pursuant to the Monro Muffler Brake, Inc. Management Incentive
Compensation Plan (as such plan may be amended or replaced from time to time, the “Bonus Plan”),
the Company shall pay the Executive, within 120 days of its fiscal year-end, a bonus in respect of
each prior fiscal year during the Term (beginning with the fiscal year ending in March 2008), of
90% of Base Salary if the Company achieves its performance targets set by the Committee with
respect to such year, increased up to a maximum of 150% of Base Salary if the Company exceeds such
performance targets by amounts to be determined by the Committee (the “Annual Bonus”). If this
Agreement terminates other than at the end of a fiscal year and if the Executive is entitled to a
pro rata bonus for such partial year pursuant to Section 5 hereof, such pro rata bonus shall be
equal to the bonus the Executive would have received under the Bonus Plan had he been employed by
the Company for the entire fiscal year multiplied by a fraction, the numerator of which shall be
the number of days during such fiscal year he was so employed and the denominator of which shall be
365 (the “Pro Rata Bonus”). The Executive may be entitled to the Annual Bonus for the year prior
to the year in which the Executive is terminated, to the extent not yet paid (the “Preceding
Bonus”). The Executive shall be entitled to receive the Preceding Bonus or the Pro Rata Bonus, as
applicable: (i) at the same time the annual bonuses for the same periods are paid to other
senior-level executives of the Company; and (ii) only to the extent the Company’s Board or any
Committee designated by the Board determines to pay such bonus to the executive-level employees of
the Company. The Annual Bonus shall, in all respects, be subject to the terms of the Bonus Plan.
3.4 Option Grant. The Board shall recommend to the Compensation Committee of the
Board that the Compensation Committee grant to the Executive, an option to purchase 375,000 shares
of the Company’s Common Stock (the “Option”) under the terms of the 2007 Stock Incentive Plan (the
“Plan”). The Option shall have an exercise price per share equal to the fair market value of one
share of the Company’s Common Stock on the date of grant, as determined in accordance with the
Plan, and shall have a five year term. Subject to the Executive’s continued employment with the
Company, and subject to final determination by the Compensation Committee, the Option shall become exercisable with respect to the shares of Common Stock in
accordance with the following schedule:
| Date | Amount Exercisable | |||
October 1, 2007 |
25 | % | ||
October 1, 2008 |
50 | % | ||
October 1, 2009 |
75 | % | ||
October 1, 2010 |
100 | % | ||
3.5 Non-Compete Payment. In consideration for the Executive’s agreement not to
compete with the Company or to solicit its employees in Sections 7.2 and 7.3, respectively, the
Company agrees to pay the Executive an amount equal to $750,000 (the “Non-Compete Payment”),
payable in five (5) equal installments of $150,000, beginning on the fifth anniversary of the
Effective Date and continuing until the ninth anniversary of the Effective Date. To the
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extent that the Executive violates the terms of Section 7.2 or 7.3, the Non-Compete Payment
shall be forfeited and the Executive agrees to repay to the Company promptly any and all
installments thereof.
3.6 Participation in Employee Benefit Plans. The Executive shall be permitted during
the Term, if and to the extent eligible, to participate in any group life, hospitalization or
disability insurance plan, health program, or any pension plan or similar benefit plan of the
Company, which is available generally to other senior executives of the Company.
3.7 Expenses. Subject to such policies generally applicable to senior executives of
the Company, as may from time to time be established by the Board of Directors, the Company shall
pay or reimburse the Executive for all reasonable expenses (including travel expenses) actually
incurred or paid by the Executive during the Term in the performance of the Executive’s services
under this Agreement (“Expenses”) upon presentation of expense statements or vouchers or such other
supporting information as it may require.
3.8 Vacation. The Executive shall be entitled to such amount of vacation which is
available generally to other senior executives of the Company.
3.9 Additional Benefits. The Executive shall be entitled to the use of an automobile
comparable to that provided to other senior executives in connection with the rendering of services
to the Company pursuant to this Agreement, together with reimbursement for all gas, maintenance,
insurance and repairs required by reason of his use of such vehicle.
3.10 Controlling Document. To the extent there is any inconsistency between the terms
of this Agreement and the terms of any plan or program under which compensation or benefits are
provided hereunder, this Agreement shall control. Otherwise, the Executive shall be subject to the
terms, conditions and provisions of the Company’s plans and programs, as applicable.
4. Termination or Removal from Duties.
4.1 Termination Upon Death. This Agreement shall terminate automatically upon the
Executive’s death.
4.2 Removal from Position Upon Disability. If during the Term, as a result of a
physical or mental incapacity or infirmity, the Executive is unable to perform the essential
functions of his job with or without reasonable accommodation for a period or periods aggregating
90 days during any twelve month period, the Executive shall be deemed disabled (the “Disability”)
and the Company, by written notice to the Executive, shall have the right to remove him from his
position. The Executive’s status as an employee of the Company shall continue after such removal
for the period of time that his Disability continues. However, the Company shall have no
obligation to reinstate or otherwise continue the Executive’s employment if he should recover from
his Disability and any such termination shall not constitute a termination without Cause or without
Good Reason (as herein defined). The existence of a Disability shall be determined by a reputable, licensed physician selected by the Company in
good faith, whose determination shall be final and binding on the parties.
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4.3 Termination for Cause. The Company may at any time, by written notice to the
Executive, terminate the Executive’s employment hereunder for Cause. For purposes hereof, the term
“Cause” shall mean: (A) Executive’s conviction of or pleading guilty or no contest to a felony;
(B) failure or refusal of the Executive in any material respect (i) to perform the duties of his
employment or to follow the lawful and proper directives of the Board, provided such duties or
directives are consistent with this Agreement and such duties or directives have been given to the
Executive in writing, or (ii) to comply with the reasonable and substantial written policies,
practices, standards or regulations of the Company (so long as same are not inconsistent with this
Agreement) as may be established from time to time, if such failure or refusal under either clause
(i) or clause (ii) continues uncured for a period of 10 days after written notice thereof,
specifying the nature of such failure or refusal and requesting that it be cured, is given by the
Company to the Executive; (C) any willful or intentional act of the Executive committed for the
purpose, or having the reasonably foreseeable effect, of injuring the Company, its business or
reputation or of improperly or unlawfully converting for the Executive’s own personal benefit any
property of the Company; or (D) any violation or breach of the provisions of Section 7 of this
Agreement.
4.4 Termination without Cause. During the Term, the Company may terminate the
Executive’s employment without Cause at any time.
4.5 Termination with or without Good Reason. With forty-five (45) days prior written
notice to the Company, this Agreement and the Executive’s employment hereunder may be terminated by
the Executive with or without Good Reason. For purposes of this Agreement, “Good Reason” means if
the Executive is able to document, to the reasonable satisfaction of the Company’s outside counsel,
that the reason for such resignation is as a direct result of either: (i) the Company’s material
breach of this Agreement; or (ii) the Board of Directors requiring the Executive to act, or omit to
act, in a way that the Executive reasonably believes is illegal; provided, however, that a
termination by the Executive for Good Reason pursuant to (i) or (ii) shall be effective only if,
within 30 days following the delivery of written notice of a termination for Good Reason by
Executive to the Company, the Company has failed to cure the circumstances giving rise to the Good
Reason. The written notice of termination for Good Reason must specify in reasonable detail the
facts and circumstances claimed to provide a basis for termination of the Executive’s employment
under the provision so indicated, if applicable.
Any resignation pursuant to the terms of this Section shall not constitute a breach of this
Agreement by either party.
5. Rights and Obligations of the Company and the Executive Upon Termination, or
Removal. Other provisions of this Agreement notwithstanding, upon the occurrence of an event
described in Section 4, the parties shall have the following rights and obligations:
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5.1 Death. If the Executive’s employment is terminated by reason of the Executive’s
death, the Company shall pay the Executive’s estate in one lump sum amount: (A) the lesser of (i)
one year’s Base Salary (as in effect as of the date of termination), or (ii) the amount of Base
Salary that would have been payable to the Executive from the date of death through the fifth
anniversary of the Effective Date; plus (B) any Special Bonus payments not yet received during the
Term as of the date of death; plus (C) any Preceding and/or Pro Rata Bonus to which the Executive
is entitled.
5.2 Disability.
(A) If the Executive is removed from his position because of a Disability, the Executive, for
the period of time during which his Disability continues, may continue to participate in certain of
the employee benefit plans in which he participated immediately prior to his removal. These
benefits would include participation in, as applicable and to the extent defined in the Company’s
applicable plans, group life, medical/dental and disability insurance plans, each at the same ratio
of employer/employee contribution as applicable to the Executive immediately prior to his removal.
In addition, the Executive shall be entitled to compensation and benefits accrued through the date
of his removal from his duties, including any amounts payable to the Executive under any Company
profit sharing or other employee benefit plan up to the date of removal. However, the Executive’s
rights to bonuses and fringe benefits accruing after his removal, if any, shall cease upon such
removal; provided, however, that nothing contained in this Agreement is intended to limit or
otherwise restrict the availability of any benefits to the Executive required to be provided
pursuant to Section 4980B of the Code.
(B) The Executive shall be entitled to payments equal to: (A) the lesser of (i) one year’s
Base Salary (as in effect as of the date of removal), or (ii) the amount of Base Salary that would
have been payable to the Executive from the date of removal through the Term of the Agreement,
payable as follows, (x) a lump sum payment six months following such removal equal to the lesser of
(1) six months of Base Salary or (2) Base Salary for the remainder of the Term and (y), if
applicable, following such six month period, continued payment of Base Salary (payable in
accordance with the Company’s payroll practice) for the lesser of six months or the remainder of
the Term; plus (B) any Special Bonus payments not yet received during the Term as of the date of
Disability (payable six months following such removal from his position); plus (C) any Preceding
and/or Pro Rata Bonus to which the Executive is entitled (payable six months following such removal
from his position).
5.3 Termination for Cause or without Good Reason. If the Executive’s employment shall
be terminated (A) by the Company for Cause; or (B) by the Executive without Good Reason, the
Company shall pay the Executive his Base Salary through the date of termination at the rate then in
effect and shall reimburse the Executive for any Expenses incurred but not yet paid and shall have
no further obligations to the Executive under this Agreement. If such termination occurs before
October 1, 2012, the Executive shall be required to repay (within five business days following such
termination) a portion of the last-received annual installment of the Special Bonus, pro-rata to
the date of termination.
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5.4 Termination without Cause or with Good Reason. If the Executive’s employment is
terminated (A) by the Company without Cause, or (B) by the Executive with Good Reason, the Company
shall pay (unless otherwise noted, in the normal course) to the Executive or provide the following
amounts or benefits:
(i) to the extent not yet paid, the Executive’s Base Salary through the date of termination at
the rate in effect on the date of termination;
(ii) Base Salary for the remainder of the Term, payable as follows (x) a lump sum payment six
months following such removal equal to the lesser of (1) six months of Base Salary or (2) Base
Salary for the remainder of the Term and (y), if applicable, following such six month period,
continued payment of Base Salary (payable in accordance with the Company’s payroll practice) for
the remainder of the Term;
(iii) in one lump sum amount, payable six months following such termination of employment,
any Special Bonus payments not yet received during the Term as of the date of termination;
(iv) to the extent not yet paid, the Non-Compete Payment, payable in equal annual
installments, beginning six months following the date of termination and continuing on the
anniversary date of such termination of employment until paid in full;
(v) payment of the Preceding and/or Pro Rata Bonus to which the Executive is entitled, payable
six months following such termination of employment; and
(vi) any and all stock options that have been granted to the Executive through the termination
date shall be deemed fully vested on such termination date and exercisable for a period of 90 days
following such date, all in accordance with the other terms of any such plan or grant.
All payments to be provided to the Executive under this Section shall be subject to the Executive’s
(x) compliance with the restrictions in Section 7 and (y) execution of a general release and waiver
of claims against the Company, its officers, directors, employees and agents from any and all
liability arising from the Executive’s employment relationship with the Company (which release will
include an agreement between both parties not to disparage the other) that is not revoked.
6. Change in Control.
6.1 In the event of the occurrence of a Change in Control of the Company, the Executive shall
remain employed by the Company, pursuant to the terms and conditions of this Agreement. If, after
the Change in Control, (A) the Executive’s employment is terminated without Cause or (B) the
Executive resigns following:
(i) a material diminution in his duties as set forth in Section 1.2 of this Agreement (to
include no longer acting as chief executive officer or president of the “parent company”); or
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(ii) in the case of the sale of the Company, the Executive is not offered a comparable
position (as chief executive officer or president of the “parent company”) by the buyer (either (i)
or (ii), a “Resignation for Good Cause”), then the Executive shall be entitled to the benefits
described in Section 6.2.
6.2 Upon a termination without Cause or a Resignation for Good Cause described in Section 6.1,
the Executive will receive in one lump sum amount, unless otherwise noted:
(A) to the extent not yet paid, the Executive’s Base Salary through the date of termination at
the rate in effect on the date of termination;
(B) the Executive’s Base Salary for the remainder of the Term, payable six months following
such termination of employment;
(C) any Special Bonus payments not yet received during the Term as of the date of termination,
payable six months following such termination of employment;
(D) to the extent not yet paid, the Non-Compete Payment, payable in equal annual installments,
beginning six months following the date of termination and continuing on the anniversary date of
such termination of employment until paid in full;
(E) payment of the Preceding and/or Pro Rata Bonus to which the Executive is entitled, payable
six months following such termination of employment; and
(F) any and all stock options that have been granted to the Executive through the termination
date shall be deemed fully vested on such termination date and exercisable for a period of 90 days
following such date, all in accordance with the other terms of any such plan or grant.
All payments to be provided to the Executive under this Section shall be subject to the Executive’s
(x) compliance with the restrictions in Section 7 and (y) execution of a general release and waiver
of claims against the Company, its officers, directors, employees and agents from any and all
liability arising from the Executive’s employment relationship with the Company (which release will
include an agreement between both parties not to disparage the other) that is not revoked.
6.3 For purposes of this Agreement, a “Change in Control” shall mean any of the following: (A)
any person who is not an “affiliate” (as defined in Rule 12b-2 under the Securities Exchange Act of
1934, as amended) of the Company as of the date of this Agreement becomes the beneficial owner,
directly or indirectly, of 50% or more of the combined voting power of the then outstanding
securities of the Company except pursuant to a public offering of securities of the Company; (B)
the sale of the Company substantially as an entity (whether by sale of stock, sale of assets,
merger, consolidation, or otherwise) to a person who is not an affiliate of the Company as of the
date of this Agreement; or (C) there occurs a merger, consolidation or other reorganization of the
Company with a person who is not an affiliate of the Company as of the date of this Agreement, and
in which shareholders of the Company
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immediately preceding the merger hold less than 50% (the voting and consent rights of Class C
Preferred Stock shall be disregarded in this calculation) of the combined voting power for the
election of directors of the Company immediately following the
merger. A Change in Control shall
not be deemed to occur because of the sale or conversion of any or all of Class C Preferred Stock
of the Company unless there is a simultaneous change described in clauses (A), (B) or (C) of the
preceding sentence.
6.4 If it is determined by the Company, or by the Internal Revenue Service (the “IRS”)
pursuant to an IRS audit of the Executive’s federal income tax return(s) (an “Audit”), that any
payment or benefit provided to the Executive under this Agreement as a result of a Change in
Control of the Company would be subject to the excise tax imposed by Section 4999 of the Code (an
“Excess Parachute Payment”), or any interest or penalties with respect to such excise tax (such
excise tax, together with any interest or penalties thereon, is herein referred to as the “Excise
Tax”), then the Company shall pay (either directly to the IRS as tax withholdings or to the
Executive as a reimbursement of any amount of taxes, interest and penalties paid by the Executive
to the IRS) both the Excise Tax and an additional cash payment (a “Gross-Up Payment”) in an amount
that will place the Executive in the same after-tax economic position that the Executive would have
enjoyed if the payment or benefit had not been subject to the Excise Tax. The amount of the
Gross-Up Payment shall be calculated by the Company’s regular independent auditors based on the
amount of the Excise Tax paid by the Company as determined by the Company or the IRS. If the
amount of the Excise Tax determined by the IRS is greater than an amount previously determined by
the Company, the Company’s auditors shall recalculate the amount of the Gross-Up Payment. The
Executive shall promptly notify the Company of any IRS assertion during an Audit that an Excise Tax
is due with respect to any payment or benefit, provided that the Executive shall be under no
obligation to defend against such claim by the IRS unless the Company requests, in writing, that
the Executive undertake the defense of such IRS claim on behalf of the Company and at the Company’s
sole expense. In such event, the Company may elect to control the conduct to a final determination
through counsel of its own choosing and at its sole expense, of any audit, administrative or
judicial proceeding involving an asserted liability relating to the Excise Tax, and the Executive
shall not settle, compromise or concede such asserted Excise Tax and shall cooperate with the
Company in each phase of any contest. If, after the receipt by the Executive of an amount paid by the
Company pursuant to this Section 6.4, the Executive becomes entitled to receive any refund with respect
to a Gross-Up Payment, the Executive shall promptly pay to the Company the amount of such refund
received (together with any interest paid or credited thereon after taxes applicable thereto).
7. Confidentiality and Covenant against Competition.
7.1 Non-Disclosure. The Executive shall forever hold in a fiduciary capacity for the
benefit of the Company all secret or confidential information, knowledge or data relating to the
Company or any of its affiliated companies, and their respective businesses, which shall have been
obtained by the Executive during the Executive’s employment by the Company or any of its affiliated
companies and which shall not be public knowledge (other than as a result of a breach of this
Section 7.1 by the Executive). The Executive shall not, without the prior written consent of the
Company or except as required by law or in a judicial or administrative proceeding
with subpoena powers, communicate or divulge any such information, knowledge or data to anyone
other than the Company and those designated by it.
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7.2 Non-Competition. The Executive will not, during the period of the Executive’s
employment with the Company, and for a period of five years thereafter, directly or indirectly,
engage in (as a principal, partner, director, officer, stockholder (except as permitted below),
agent, employee, consultant or otherwise) or be financially interested in any entity materially
engaged in any portion of the business of the Company. Nothing contained herein shall prevent the
Executive from owning beneficially or of record not more than five percent (5%) of the outstanding
equity security of any entity whose equity securities are registered under the Securities Act of
1933, as amended, or are listed for trading on any recognizable United States or foreign stock
exchange or market. The business of the Company shall be defined to include the automotive
repair/maintenance services and related activities, as well as the sale and service of tires and
related accessories, each of which shall be deemed a portion of the business.
7.3 Non-Solicitation of Employees. The Executive will not, during the period of the
Executive’s employment with the Company, and for a period of one year after the termination of the
Executive’s employment with the Company for any reason, directly or indirectly, recruit, solicit or
otherwise induce or attempt to induce any employee of the Company to leave the employment of the
Company, nor hire any such employee at any enterprise with which the Executive is then affiliated.
7.4 Enforceability of Provisions. If any restriction set forth in this Section 7 is
found by any court of competent jurisdiction to be unenforceable because it extends for too long a
period of time or over too great a range of activities or in too broad a geographic area, it shall
be interpreted to extend only over the maximum period of time, range of activities or geographic
area as to which it may be enforceable, it being understood and agreed that by the execution of
this Agreement, the parties hereto regard the restrictions herein as reasonable and compatible with
their respective rights.
7.5 Remedy for Breach. The Executive hereby acknowledges that the provisions of this
Section 7 are reasonable and necessary for the protection of the Company and its respective
subsidiaries and affiliates. In addition, the Executive further acknowledges that the Company and
its respective subsidiaries and affiliates will be irrevocably damaged if such covenants are not
specifically enforced. Accordingly, the Executive agrees that, in addition to any other relief to
which the Company may be entitled, the Company will be entitled to seek and obtain injunctive
relief (without the requirement of any bond) from a court of competent jurisdiction for the
purposes of restraining the Executive from an actual or threatened breach of such covenants. In
addition, and without limiting the Company’s other remedies, in the event of any breach by the
Executive of such covenants, the Company will have no obligation to pay any of the amounts that
remain payable by the Company in Sections 5 and 6 of this Agreement and Executive shall be
obligated to repay, in its entirety, the Non-Compete Payment.
8. Executive’s Representations. The Executive represents that he is not precluded from
performing this employment by reason of a pre-existing contractual restriction or physical or
mental disability. Upon any breach or inaccuracy of the foregoing, the terms and benefits of
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this Agreement shall be null and void. The Executive shall indemnify and hold harmless the
Company from and against any and all claims, liabilities, damages and reasonable costs of defense
and investigation arising out of any breach or inaccuracy in any of the foregoing representations.
9. Other Provisions.
9.1 Withholdings. The Company may withhold from any amounts payable under this
Agreement such Federal, state or local taxes as shall be required to be withheld pursuant to any
applicable law or regulation.
9.2 Notices. Any notice or other communication required or which may be given
hereunder shall be in writing and shall be delivered personally, telecopied, or sent by certified,
registered or express mail, postage prepaid, to the parties at the following addresses or at such
other addresses as shall be specified by the parties by like notice, and shall be deemed given when
so delivered personally, telecopied or if mailed, two days after the date of mailing, as follows:
| (a) | if to the Company, to it at: Monro Muffler Brake, Inc. 000 Xxxxxxxx Xxxxxxx Xxxxxxxxx, Xxx Xxxx 00000 Attention: Chief Financial Officer with a copy to: Monro Muffler Brake, Inc. 000 Xxxxxxxx Xxxxxxx Xxxxxxxxx, Xxx Xxxx 00000 Attention: General Counsel |
||
| (b) | if to the Executive, to him at: 00 Xxxxxxxxxx Xxxx Xxxxxxxxx, Xxx Xxxx 00000 |
9.3 Entire Agreement. This Agreement, together with the agreements evidencing the
Option contains the entire understanding of the Company and the Executive with respect to the
subject matter hereof.
9.4 Waivers and Amendments. This Agreement may not be amended or modified otherwise
than by a written agreement executed by the parties hereto or their respective successors and legal
representatives. No delay on the part of any party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any waiver on the part of
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any party of any right, power or privilege hereunder, nor any single or partial exercise of
any right, power or privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or privilege hereunder.
9.5 Governing Law; Jurisdiction. This Agreement shall be governed by and construed
and enforced in accordance with and subject to, the laws of the State of New York applicable to
agreements made and to be performed entirely within such state. The courts of New York and the
United States District Courts for New York shall have jurisdiction over the parties with respect to
any dispute or controversy between them arising under or in connection with this Agreement.
9.6 Assignment. This Agreement shall inure to the benefit of and shall be binding
upon the Company and its successors and permitted assigns and upon the Executive and his heirs,
executors, legal representatives, successors and permitted assigns. However, neither party may
voluntarily assign, transfer, pledge, encumber, hypothecate or otherwise dispose of this Agreement
or any of its or his rights hereunder without the prior written consent of the other party, and any
such attempted assignment, transfer, pledge, encumbrance, hypothecation or other disposition
without such consent shall be null and void without effect.
9.7 Headings. The headings in this Agreement are for reference purposes only and
shall not in any way affect the meaning or interpretation of this Agreement.
9.8 Severability. If any term, provision, covenant or restriction of this Agreement,
or any part thereof, is held by a court of competent jurisdiction of any foreign, federal, state,
county or local government or any other governmental, regulatory or administrative agency or
authority to be invalid, void, unenforceable or against public policy for any reason, the remainder
of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force
and effect and shall in no way be affected, impaired or invalidated.
IN
WITNESS WHEREOF, the parties have executed this Employment Agreement
on October 1,
2007.
| MONRO MUFFLER BRAKE, INC. |
||||
| By: | /s/ Xxxxxxxxx X’Xxxxx | |||
| Xxxxxxxxx X’Xxxxx | ||||
| Executive Vice President, Chief Financial Officer and Treasurer |
||||
| /s/ Xxxxxx X. Xxxxx | ||||
| Xxxxxx X. Xxxxx | ||||
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