Exhibit 4.1
MONRO MUFFLER BRAKE, INC.
2007 STOCK INCENTIVE PLAN
AMENDMENT No. 1
Dated as of August 9, 2007
WHEREAS, Monro Muffler Brake, Inc. (the “Company”) maintains the Monro Muffler Brake, Inc.
2007 Stock Incentive Plan (the “Plan”) to secure for the Company and its shareholders the benefits
of the incentive inherent in increased common stock ownership by members of the Company’s Board of
Directors (the “Board”) and employees of the Company;
WHEREAS, pursuant to Article 11 of the Plan, the Board may amend the Plan provided that any
amendment that would (i) materially increase the aggregate number of shares which may be issued
under the Plan, (ii) materially increase the benefits accruing to employees under the Plan, or
(iii) materially modify the requirements as to eligibility for participation in the Plan, shall be
subject to the approval of the Company’s shareholders;
WHEREAS, the Board desires to amend the Plan to (i) reduce the aggregate number of shares
which may be issued under the Plan and (ii) eliminate the Compensation Committee of the Board’s
ability to require, as a condition to a subsequent Award, the return of Awards previously granted
under the Plan; and
WHEREAS, the Board believes that the amendment does not require approval of Monro Muffler
Brake, Inc.’s stockholders because the amendment will not (i) materially increase the aggregate
number of shares which may be issued under the Plan, (ii) materially increase the benefits accruing
to employees under the Plan, or (iii) materially modify the requirements as to eligibility for
participation in the Plan;
NOW, THEREFORE, pursuant to and in exercise of the authority retained by the Board under
Article 11 of the Plan, the Plan is hereby amended, effective August 9, 2007, to provide as
follows:
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1. |
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The first sentence of Section 2.2 of the Plan is hereby
amended by replacing 575,000 with 388,000. |
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2. |
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Section 2.3 shall be deleted in its entirety. |
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3. |
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The Plan, except as otherwise set forth herein, shall remain
in full force and effects in all other respects. |
IN WITNESS WHEREOF, the Board has caused this Amendment to be executed, to be effective as of
the day and year first written above.