MONRO MUFFLER BRAKE INC
EXHIBIT 10.06
<DOCUMENT>
<TYPE>EX-10.06
<SEQUENCE>3
<FILENAME>l98764aexv10w06.txt
<DESCRIPTION>EXHIBIT 10.06
<TEXT>
<PAGE>

                                                                   Exhibit 10.06

                           SECOND AMENDED AND RESTATED

                              EMPLOYMENT AGREEMENT

               SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of
November 14, 2002 (the "Restatement Date"), between Monro Muffler Brake, Inc.
(the "Company") and Robert G. Gross (the "Executive").

               WHEREAS, the Company and the Executive entered into an Employment
Agreement, dated as of November 18, 1998, which was amended and restated by
agreement dated as of February 16, 1999 and further amended as of June 5, 2002
(the "Employment Agreement");

               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 Second 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 President and Chief Executive Officer
of the Company, subject to the control and direction of the Company's 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 properties, business
interests, and agents of the Company, in each case subject to the control and
direction of the Board of Directors. The Executive's duties hereunder shall be
consistent with the duties, responsibilities, and authority generally recognized
for the offices of Chief Executive Officer and 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 December 31, 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 a
salary of $465,000 per annum (the "Base Salary"), payable not less frequently
than monthly, less such amounts as shall be required to be withheld by
applicable law and regulations. During the Term, the Executive's Base Salary
will be reviewed annually by the Compensation Committee of the Board of
Directors and may be adjusted upward (but not downward) to reflect the
Executive's performance and responsibilities.

                     3.2    Special Bonus. The Company shall pay the Executive a
cash bonus in respect of each year during the Term (a "Special Bonus"), provided
that on each payment date the Executive continues to be employed by the Company,
as follows: (i) on January 1, 2003, the Company shall pay the Executive a cash
bonus of $250,000; (ii) on January 1, 2004, the Company shall pay the Executive
a cash bonus of $250,000; (iii) on January 1, 2005, the Company shall pay the
Executive a cash bonus of $250,000; and (iv) on January 1, 2006, the Company
shall pay the Executive a cash bonus of $250,000. Each Special Bonus payment
shall be reduced by such amounts as shall be required to be withheld by
applicable law and regulations.


                                       21
<PAGE>

                     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
year during the Term of 60% (90% for bonuses related to fiscal years 2004 and
later) of Base Salary if the Company achieves its performance targets set by the
Committee (as defined under the Bonus Plan) with respect to such years,
increased up to a maximum of 120% (150% for bonuses related to fiscal years 2004
and later) 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 5.5, 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 Annual Bonus shall, in all respects, be subject to the
terms of the Bonus Plan.

                     3.4    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 (including either coverage thereunder for his wife
notwithstanding any pre-existing condition or separate reimbursement of his
wife's medical expenses by the Company), or any pension plan or similar benefit
plan of the Company, which is available generally to other senior executives of
the Company.

                     3.5    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.

                     3.6    Vacation. The Executive shall be entitled to such
amount of vacation which is available generally to other senior executives of
the Company; provided, however, that in no event shall the Executive be entitled
to less than three weeks of vacation in each fiscal year during the Term.

                     3.7    Stock Options.

                                (a)     Pursuant to the Employment Agreement,
the Executive was granted under the 1989 Monro Muffler Brake Employees'
Incentive Stock Option Plan (the "1989 Stock Option Plan") incentive stock
options (the "ISOs"), within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), to purchase 225,000 shares of the
Company's common stock. The ISOs have an exercise price equal to the fair market
value of the Company's common stock on the date of grant and have a 10 year
term. The portion of the ISOs to purchase 162,348 shares of the Company's common
stock has vested pursuant to the terms of the Employment Agreement. The portion
of the ISOs to purchase 49,848 shares of the Company's common stock shall vest
and become exercisable on December 1, 2002, and the portion of the ISOs to
purchase the remaining 12,804 shares of the Company's common stock shall vest
and become exercisable on January 1, 2003, provided that on each such date the
Executive continues to be employed by the Company. The parties expressly
acknowledge that the terms of this paragraph (a), including without limitation
the vesting schedule of the ISOs, have not been modified as of the Restatement
Date.

                                (b)     Pursuant to the Employment Agreement,
the Executive was granted under the Monro Muffler Brake, Inc. 1998 Stock Option
Plan (the "1998 Stock Option Plan," together with the 1989 Stock Option Plan,
the "Plans") non-qualified stock options (the "Prior NSOs") to purchase 200,000
shares of the Company's common stock. The Prior NSOs have an exercise price
equal to the fair market value of the Company's common stock on the date of
grant and shall have a 10 year term. The Prior NSOs have vested pursuant to the
terms of the Employment Agreement.

                                (c)     As of the Restatement Date, the
Executive shall be granted under the 1998 Stock Option Plan non-qualified stock
options (the "New NSOs," together with the Prior NSOs, the "NSOs") to purchase
80,000 shares of the Company's common stock. The New NSOs shall have an exercise
price equal to the fair market value of the Company's common stock on the
Restatement Date and shall have a 10 year term. The New NSOs shall be fully
vested and exercisable as of the date of grant.

                                (d)     Notwithstanding the foregoing, the ISOs
and NSOs granted pursuant to this Agreement shall, in all respects, be subject
to the terms of, and are intended to conform in all respects with, the
applicable Plan under which they are granted. Inconsistencies between this
Agreement and the Plan shall be resolved according to the terms of the Plan.


                                       22
<PAGE>

                     3.8    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.

               4.  Stock Purchase.

                     (a)    Pursuant to the Employment Agreement, between
December 1998 and January 1999, the Executive purchased, in the open market,
100,000 shares of Company common stock (the "Shares").

                     (b)    In connection with the purchase of the Shares, the
Executive paid the amount equal to the purchase price necessary for the purchase
of the first 25,000 shares (the "Out-of-Pocket Sum"). Pursuant to a Secured Note
Agreement between the Company and the Executive, amended and restated as of
February 16, 1999, the Company lent to the Executive, on a full-recourse basis,
on December 14, 1998 and December 29, 1998, the balance required for the
purchase of the remaining 75,000 Shares above the Out-of-Pocket Sum (the
"Loan"). The Loan is due and payable by the Executive, with such payment made in
cash, in five annual installments, each equaling 20% of the principal amount of
the Loan (the "Installment Payments"), with all accrued interest and other
charges due and payable on the fifth anniversary of the date of the Loan;
provided, however, that if the Executive is employed with the Company pursuant
to this Agreement at the time any Installment Payment is due, such Installment
Payment shall be forgiven by the Company.

                     (c)    The parties expressly acknowledge that the terms of
this Section 4, including without limitation any terms pertaining to the Loan,
have not been modified as of the Restatement Date, and no renewal or extension
of the Loan has been effectuated.

               5.  Termination.

                     5.1    Termination Upon Death. If the Executive dies during
the Term, this Agreement shall terminate and the Executive's estate or
beneficiaries, as applicable, shall receive a lump sum amount equal to (i) the
lesser of (A) one year's Base Salary as in effect as of the date of termination,
or (B) the amount of Base Salary that would have been payable to the Executive
from the date of death through December 31, 2006; plus (ii) any Special Bonus
payments not yet received during the Term as of the date of death.

                     5.2    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 his job
with or without reasonable accommodation 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 and the Executive shall receive (i) his Base
Salary, payable in accordance with the provisions of Section 3.1 hereof, until
the earlier of (A) one year from the date of such termination or (B) December
31, 2006; and (ii) any Special Bonus payments not yet received during the Term
as of the date of disability, payable in accordance with the provisions of
Section 3.2 hereof on January 1st of each applicable year.

                     5.3    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 5.5 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 his 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 7 of this Agreement.


                                       23
<PAGE>

                     5.4    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) his Base Salary, payable in accordance
with the provisions of Section 3.1 hereof, until one year from the date of such
termination; and (ii) any Special Bonus payments not yet received during the
Term as of the date of termination, payable in accordance with the provisions of
Section 3.2 hereof on January 1st of each applicable year.

                     5.5    Benefits upon Termination. Notwithstanding
termination of this Agreement pursuant to Section 5.1 or 5.2, the Executive
shall continue to be entitled to compensation and benefits accrued through the
date of death or disability as the case may be. Except as provided in Section 6
hereof or as set forth in Sections 5.1, 5.2 and 5.4 with respect to the
Executive's entitlement to any Special Bonus, 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; and (iii) if the employment
of the Executive terminates pursuant to Section 5.1, 5.2 or 5.4, he shall be
entitled to (A) a pro rata bonus under the Bonus Plan in respect of such year as
provided in Section 3.3 (unless such termination occurs at the end of a fiscal
year) and (B) the Annual Bonus for the year prior to the year in which the
Executive is terminated, to the extent not yet paid.

               6.  Change in Control.

                     (d)    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. Notwithstanding anything
contained in Section 5.4 to the contrary, if, after the Change in Control, the
Executive's employment is terminated without Cause or the Executive resigns
following a material diminution in his duties as set forth in Section 1.2 of
this Agreement, then the Executive shall continue to receive his Base Salary for
the remainder of the Term. In addition, upon the occurrence of a Change in
Control, the Executive shall receive a lump sum amount equal to any Special
Bonus payments not yet received during the Term as of the date of such Change in
Control. 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 the Company is not the surviving entity.

                     (e)    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 occurring prior to February 1, 2004 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 it 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. Notwithstanding the foregoing, the
Company shall have no obligation to make a Gross-Up Payment to the Executive
with respect to any Excess Parachute Payment or Excise Taxes relating to a
Change in Control of the Company that occurs on or after February 1, 2004.


                                       24
<PAGE>

               7.  Non-Competition and Confidentiality.

                     7.1    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 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.

                     7.2    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 he continues to
receive his Base Salary pursuant to Section 5.4, 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.

                     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 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.

                     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 paragraph 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 under Section 5.4 of this
Agreement.


                                       25
<PAGE>

               8.  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 his 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.

               9.  Other Provisions.

                     9.1    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: Compensation Committee

                            (b)    if to the Executive, to him at:

                                   37 Whitestone Lane
                                   Rochester, New York 14618

                     9.2    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.

                     9.3    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.

                     9.4    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.

                     9.5    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.


                                       26
<PAGE>

                     9.6    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.

                     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 Amended and
Restated Employment Agreement as of the date first above written.



                                 Monro Muffler Brake, Inc.


                                 By: /s/ Robert W. August
                                     ---------------------------------------

                                 Name:Robert W. August
                                      --------------------------------------

                                 Title: Sr. Vice President and and Secretary
                                       -------------------------------------


                                 /s/ Robert G. Gross
                                 -------------------------------------------
                                 Robert G. Gross




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</DOCUMENT>
