RESIGNATION AGREEMENT AND COMPLETE GENERAL RELEASE

Resignation.  In consideration for the representations, promises, and warranties made herein, Mr. Blade resigns his employment and his position as an officer of SNS effective July 11, 2008 (the “Resignation Date”).

Consideration and Settlement Amount.  In consideration of the mutual promises and representations made herein by the parties, SNS will provide Mr. Blade with certain pay and benefits in accordance with this Paragraph 2:

SNS shall pay to Mr. Blade an amount equal to Mr. Blade’s gross annual salary less applicable withholdings and deductions authorized by law or Mr. Blade (the “Settlement Amount”).  The Settlement Amount shall be paid in a lump sum within five (5) days after the expiration of any revocation periods contained in this Agreement.

SNS pay a provider of Mr. Blade’s choice to provide him with outplacement services at a cost that shall not exceed $12,000 (the “Outplacement Payment”).  Should Mr. Blade not select a provider of outplacement services within six (6) months of the date of this Agreement SNS shall pay the Outplacement Payment to him in a lump sum, less applicable withholdings and deductions authorized by law or Mr. Blade.

Mr. Blade may retain and continue to use his company-owned automobile in, compliance with SNS’s automobile policy, for up to 60 days, or until he obtains a personal vehicle, whichever is sooner.

Confidentiality and Non-Disparagement.  Mr. Blade’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. Blade 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. Blade 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.   

Raiding of Employees.  Mr. Blade 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 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.

Return of SNS’s Property.  Except as set forth under Section 2.C. above, Mr. Blade will return to SNS all of its property, including copies thereof, in his possession by 5 p.m. on the Resignation Date.  Notwithstanding the foregoing, Mr. Blade may retain the Blackberry issued to him by SNS.

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

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

He has up to 21 days to review and consider this Agreement, and the Agreement may not be withdrawn during his period of review;

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;

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.

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.

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

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

Complete Agreement.  Mr. Blade 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. Blade entered with SNS on or around October 7, 2007 shall remain in full force and effect.