EXHIBIT 10.06a
AMENDMENT
TO THE
AMENDED EMPLOYMENT AGREEMENT
BY AND BETWEEN
MONRO MUFFLER BRAKE, INC.
AND
XXXXXX X. XXXXX
WHEREAS, Monro Muffler Brake, Inc. (the "Company") and Xxxxxx
Xxxxx (the "Executive") entered into an amended and restated employment
agreement, dated as of February 16, 1999 (the "Agreement"), pursuant to which
Executive agreed to serve as President and Chief Executive Officer of the
Company;
WHEREAS, under Section 9.3 of the Agreement, the Agreement may
be amended by a written instrument signed by the Executive and the Company;
WHEREAS, Section 3.7(c) of the Agreement generally provides
that the Company shall pay the Executive an amount equal to the net Federal
income tax benefit to the Company from the Executive's exercise of certain
non-qualified stock options granted to the Executive pursuant to the Agreement;
and
WHEREAS, the Company and the Executive wish to cancel Section
3.7(c), and any obligations of the parties thereunder, from the Agreement.
NOW THEREFORE, pursuant to Section 9.3 of the Agreement, the
Agreement is hereby amended as follows:
1. Section 3.7(c) of the Agreement is hereby deleted in its
entirety.
2. This Amendment may be executed in two counterparts, each of
which shall be deemed an original but both of which together shall constitute
one and the same instrument.
3. The Agreement, except as otherwise set forth herein, shall
remain in full force and effect in all other respects.
IN WITNESS WHEREOF, the parties have executed this Amendment
as of June 5, 2002.
MONRO MUFFLER BRAKE, INC.
By: /s/ Xxxxxx X. August
----------------------------
Name: Xxxxxx X. August
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Title: Secretary
----------------------------
EXECUTIVE
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
