UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Date of Report (Date of Earliest Event Reported):
October 1, 2007
MONRO MUFFLER BRAKE, INC.
(Exact name of registrant as specified in its charter)
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| New York
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0-19357
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16-0838627 |
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| (State of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
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| 200 Holleder Parkway, Rochester, New York
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14615 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code (585) 647-6400
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Agreement
On October 1, 2007, the Company entered into an Employment Agreement with its President,
Robert G. Gross. The Agreement became effective on October 1, 2007 and has a five year term.
Under the Agreement, Mr. Gross (i) will be paid a base salary of $840,000; (ii) will be
eligible to earn a target annual bonus, pursuant to the terms of the Company’s Management Incentive
Compensation Plan, equal to up to 150% of his base salary upon the achievement of certain
predetermined corporate objectives and (iii) will participate in the Company’s other incentive and
welfare and benefit plans made available to executives. Mr. Gross will also receive a special
bonus of $750,000, payable in five annual installments of $150,000, which payments began on October
1, 2007 (the “Special Bonus”). If the Agreement terminates before October 1, 2012 either for Cause
(as defined therein) or as the result of Mr. Gross’s resignation without Good Reason (as defined
therein), then Mr. Gross will be required to repay a portion of the last-received annual
installment of the Special Bonus, pro-rata to the date of termination. In consideration for Mr.
Gross’s covenant not-to-compete with the Company or to solicit its employees, the Company will pay
him an additional $750,000, payable in five equal installments of $150,000, beginning on October 1, 2012 or the earlier termination of the Agreement (the “Non-Compete Payment”). Finally, Mr. Gross is entitled to
certain payments upon death, disability, a termination without Cause (as defined therein), a
resignation by Mr. Gross for Good Reason (as defined therein) or a termination in the event of a
Change in Control of the Company (as defined therein), all as set forth in detail in the Agreement.
On October 2, 2007 and in consideration for Mr. Gross’s execution of the Agreement, the
Company’s Compensation Committee awarded to Mr. Gross an option to purchase 375,000 shares of
Common Stock (calculated following the Company’s recent three-for-two stock split) at an exercise
price of $22.80 per share (the closing price of the Company’s stock on the date of the award),
pursuant to the Company’s 2007 Stock Incentive Plan.
A copy of the Company’s Employment Agreement with Mr. Gross is attached to this Current Report
as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(a) Not Applicable
(b) Not Applicable
(c) The following is a list of exhibits furnished with this Current Report on Form 8-K:
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| Exhibit No. |
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Description |
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99.1
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Employment Agreement by and between Monro Muffler Brake, Inc. and Robert G. Gross, dated October 1, 2007. |