MONRO MUFFLER BRAKE INC
EX-10.68
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<TYPE>EX-10.68
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<FILENAME>l00181aexv10w68.txt
<DESCRIPTION>EX-10.68
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                                                                   EXHIBIT 10.68


                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT



                  AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of May 15,
2003 (the "Restatement Date"), between Monro Muffler Brake, Inc. (the "Company")
and Catherine D'Amico (the "Executive").

                  WHEREAS, the Company and the Executive entered into an
Employment Agreement dated as of December 1, 2000;

                  WHEREAS, the Company and the Executive wish for the Executive
to continue to serve in the employ of the Company upon the terms and conditions
hereinafter provided; and

                  WHEREAS, the Company and the Executive have agreed to amend
and restate the Employment Agreement by this Amended and Restated Employment
Agreement.

                  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 Executive Vice President and Chief
Financial Officer of the Company, subject to the control and direction of the
Company's President and Board of Directors (the "Board of Directors").

                    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 President. The Executive's duties hereunder shall be consistent with the
duties, responsibilities, and authority generally recognized for the offices of
Chief Financial Officer and Executive Vice President.

                  2. Term of Employment. The term of the Executive's employment
under this Agreement (the "Term") shall continue beginning on the Restatement
Date and ending on September 30, 2006, unless sooner terminated as provided
herein.

                  3. Compensation.

                     3.1 Salary. As compensation for all services to be
rendered pursuant to this Agreement, the Company shall pay the Executive during
the Term a salary of $170,000 per


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annum (the "Base Salary") effective April 1, 2003, payable not less frequently
than monthly, less such amounts as shall be required to be withheld by
applicable law and regulations. The Executive's Base Salary will be reviewed
annually by the Compensation Committee of the Board of Directors (the
"Committee").

                  3.2 Annual Bonus. Pursuant to the Company's bonus plan (the
"Bonus Plan"), the Company shall pay the Executive, within 120 days of its
fiscal year end, a bonus in respect of each year during the Term beginning with
the fiscal year ending in March 2003, of 35% of Base Salary if the Company
achieves its performance targets set by the Board of Directors with respect to
such years, increased up to a maximum of 87.5% of Base Salary if the Company
exceeds such performance targets by amounts to be determined by the Committee
(the "Annual Bonus"), less such amounts as shall be required to be withheld by
applicable law and regulations. 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 4.5, such pro rata bonus shall be equal to
the bonus the Executive would have received under the Bonus Plan had she 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 she was
so employed and the denominator of which shall be 365.

                  3.3 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.

                  3.4 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.

                  3.5 Vacation. The Executive shall be entitled to such amount
of vacation which is available generally to other senior executives of the
Company.

                  3.6 Additional Benefits. The Executive shall be entitled to
the following additional benefits under this Agreement:

                      (a) 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 her use of such
vehicle.

                  4. Termination.


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                  4.1 Termination Upon Death. If the Executive dies during the
Term, this Agreement shall terminate and the Company shall have no further
obligations under this Agreement.

                  4.2 Termination Upon Disability. If during the Term the
Executive becomes physically or mentally disabled, whether totally or partially,
so that the Executive is unable to perform the essential functions of her job
with or without reasonable accomodation for a period or periods aggregating 90
days during any twelve month period, the Company may at any time after such 90th
day of disability, by written notice to the Executive, terminate the Term of the
Executive's employment hereunder.

                  4.3 Termination for Cause. The Company may at any time, by
written notice to the Executive, terminate the Term of the Executive's
employment hereunder for Cause and the Executive shall have no right to receive
any compensation or benefit hereunder on and after the effective date of such
notice, except for the payment of any Base Salary earned, and any Expenses
incurred but not yet paid to the Executive and benefits in accordance with
Section 4.5 hereof. For purposes hereof, the term "Cause" shall mean: (a)
conviction of, or a plea of nolo contendere or guilty by, the Executive for any
crime constituting a felony in the jurisdiction in which committed or for any
other criminal act against the Company; (b) failure or refusal of the Executive
in any material respect (i) to perform the duties of her employment or to follow
the lawful and proper directives of the Board of Directors, 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 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 6 of this Agreement.

                  4.4 Termination Without Cause. During the Term, the Company
may terminate the Executive's employment without Cause upon 10 days' written
notice. If the Company terminates the Executive's employment without Cause, the
Executive shall receive (i) her Base Salary, payable in accordance with the
provisions of Section 3.1 hereof, for one year from the date of such
termination, and (ii) the Annual Bonus for the year prior to the year in which
the Executive is terminated, to the extent not yet paid. Termination by the
Company any time prior to September 21, 2006 will require payments in accordance
with the preceding sentence. All stock options that have been granted to the
Executive through the termination date shall be deemed fully vested and
exercisable on such date and for a period of 90 days following such date, all in
accordance with the other terms of any such plan or grant.

                  4.5. Benefits upon Termination. Notwithstanding termination of
this Agreement pursuant to Section 4.1 or 4.2, the Executive shall continue to
be entitled to compensation and benefits accrued through the date of death or
disability as the case may be.


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Except as provided in Sections 4.4 and 5 hereof, all of the Executive's rights
to bonuses and fringe benefits accruing after any termination of this Agreement,
if any, shall cease upon such termination; provided, however, that (i) the
Executive shall be entitled to any amounts payable to the Executive under any
Company profit sharing or other employee benefit plan up to the date of
termination; (ii) 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; (iii) if the employment of
the Executive terminates pursuant to Section 4.1, 4.2 or 4.4 other than at the
end of a fiscal year, she shall be entitled to a pro rata bonus under the Bonus
Plan in respect of such year as provided in Section 3.2.

                  5. Change in Control. 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, the Executive's employment is terminated without Cause or the
Executive resigns following a material diminution in her duties as set forth in
Section 1.2 of this Agreement, then the Executive shall continue to receive her
Base Salary for one year, and the stock options granted to the Executive shall
become fully vested and exercisable as of the date of termination or
resignation, as the case may be. The options will remain exercisable for a
period of 90 days following such date, all in accordance with the other terms of
the stock option plan under which they were granted. For purposes of this
Agreement, a "Change in Control" shall mean any of the following: (i) 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; (ii) the sale
of the Company substantially as an entirety (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 (iii) 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 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 of 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 (i), (ii) or (iii) of the preceding sentence.

                  6. Non-Competition and Confidentiality.

                    6.1 Non-Disclosure. The Executive will not, during the
period of the Executive's employment with the Company or at any time thereafter,
regardless of the reason for the cessation of the Executive's employment: (i)
use any Confidential Information for the Executive's own benefit or for the
benefit of any person or entity other than the Company; (ii) disclose to any
person or entity any Confidential Information; or (iii) remove from the
Company's premises or make copies of any Confidential Information, in any form;
except, in each case, as may be required within the scope of the Executive's
duties during the Executive's employment by the Company. Upon termination of the
Executive's employment, or at any such time as the Company may request, the
Executive will deliver to the Company all copies in the Executive's


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possession of any Confidential Information, in any form. The Executive will not
at any time assert any rights as against the Company in or with respect to any
Confidential Information.

                    For purposes of this Agreement, "Confidential Information"
means any and all technical, research, operational, manufacturing, marketing,
sales and financial information, customer lists and trade secrets of the Company
or of any vendor, supplier, distributor or customer of the Company, regardless
of how acquired or developed by the Company or any such vendor, supplier,
distributor or customer, concerning any of their respective businesses.
Confidential Information does not include information, knowledge or data which
the Executive can prove was in the Executive's possession prior to the
commencement of the Executive's employment with the Company or information,
knowledge or data which was or is in the public domain by reason other than the
wrongful acts of the Executive.

                  6.2 Non-Competition. The Executive will not, during the period
of the Executive's employment with the Company, and for (i) a period of two
years after the termination of the Executive's employment with the Company for
any reason other than termination by the Company without Cause, or (ii) if for
termination by the Company without Cause, for the period she continues to
receive her Base Salary pursuant to Section 4.4, directly or indirectly, on the
Executive's behalf or on behalf of any other person or entity, in any way,
whether as an individual proprietor, partner, stockholder, officer, employee,
consultant, director, joint venturer, investor, lender (other than as an
employee of a bank or other financial institution) or in any other capacity with
any entity materially engaged in the business of the Company, compete within the
territory served, or contemplated to be entered, by the Company on the date of
such termination of employment. Nothing contained herein shall be construed as
preventing 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 undercar
service and repair of automobile and light truck brake, exhaust and suspension
systems, and related activities.

                  6.3 Non-Solicitation of Employees. The Executive will not,
during the period of the Executive's employment with the Company, and for a
period of two years 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.

                  6.4 Enforceability of Provisions. If any restriction set forth
in this Section 6 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.

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                  6.5 Remedy for Breach. The Executive hereby acknowledges that
the provisions of this paragraph 6 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 under Section 4.4 of this
Agreement.

                  7. Executive Representations.

                    (a) The Executive hereby represents and warrants to the
Company that (i) the execution, delivery and performance of this Agreement by
the Executive does not and will not conflict with, breach, violate or cause a
default under any contract, agreement, instrument, order, judgment or decree to
which the Executive is a party or by which he is bound, (ii) the Executive is
not a party to or bound by any employment agreement, noncompete agreement or
confidentiality agreement with any other person or entity, (iii) upon the
execution and delivery of this Agreement by the Company, this Agreement shall be
the valid and binding obligation of the Executive, enforceable in accordance
with its terms, and (iv) the Executive is under no physical or mental disability
that would hinder him in the performance of her duties hereunder.

                    (b) 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 and warranties.

                  8. Other Provisions.

                     8.1 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.
                         200 Holleder Parkway
                         Rochester, New York 14615
                         Attention:  Robert G. Gross


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                     (b) if to the Executive, to her at:
                         55 Great Wood Circle
                         Fairport, New York 14450


                  8.2 Entire Agreement. This Agreement contains the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior agreements, written or oral, with respect thereto.

                  8.3 Waivers and Amendments. This Agreement may be amended,
modified, superseded, canceled, renewed or extended, and the terms and
conditions hereof may be waived, only by a written instrument signed by the
parties or, in the case of a waiver, by the party waiving compliance. 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 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.

                  8.4 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.

                  8.5 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.

                  8.6 Counterparts. This Agreement 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.

                  8.7 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.

                  8.8 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.



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                  IN WITNESS WHEREOF, the parties have executed this Amended and
Restated Employment Agreement as of the date first above written.


                            MONRO MUFFLER BRAKE, INC.

                            By: /s/ Robert G. Gross
                               ---------------------------------------


                            Name: Robert G. Gross
                                 -------------------------------------

                            Title:
                                  ------------------------------------




                            /s/ Catherine D'Amico
                            ------------------------------------------
                                         Catherine D'Amico



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