Midas 10-Q 2010 Q1 Quarterly report

Exhibit 10.46

Description of 2010 Incentive Compensation Plan

At its meeting held on March 16, 2010, the Board of Directors (the “Board”) of Midas, Inc. (the “Company”), upon the recommendation of its Compensation Committee (the “Committee”), approved the terms of the 2010 Annual Incentive Compensation Plan (the “2010 Plan”) for the Company’s executive officers and key employees, including its Chief Executive Officer. The 2010 Plan is intended to provide incentives to the 2010 Plan participants in the form of cash bonus payments for achieving certain specified performance goals.

The bonus target levels under the 2010 Plan range between 15% and 90% (or such greater percentage as may result from the enhancement features described below) of the applicable participant’s annual base salary, depending upon the participant’s salary grade within the Company. The bonus target levels for the Company’s officers under the 2010 Plan are as follows:

Title	Bonus Target       Level*
Chief Executive Officer	90	%
Executive Vice President	60	%
Senior Vice Presidents	50	%
Vice Presidents	35	%

* as a percentage of annual base salary

As previously noted, the foregoing bonus target levels are subject to the enhancement features described below.

The 2010 Plan is comprised of three components: (1) an Operating Income component (the “Operating Income Component”), which represents 50% of the 2010 Plan’s potential bonus payout, (2) a North American Comparable Shop Retail Sales Increase component (the “Retail Sales Component”), which represents 20% of the 2010 Plan’s potential bonus payout, and (3) an Individual Objectives component (the “Individual Objectives Component”), which represents the remaining 30% of the 2010 Plan’s potential bonus payout.

Bonus awards pursuant to the Operating Income Component are based upon the Company’s achievement of an operating income target of approximately $19,250,000 for 2010, which is then adjusted to exclude the impact of bonus accruals, restricted stock amortization expense, costs related to the expensing of stock options, gains and losses on asset sales, and restructuring costs (the “Financial Target”). In addition, the Operating Income Component contains a “2 for 1” enhancement feature whereby, for each 1% over the Financial Target achieved by the Company, an additional 2% is added to the target bonus award under the Operating Income Component. Similarly, for each 1% that the Company falls short of the Financial Target, the target bonus award under the Operating Income Component is reduced by 2%. The 2010 Plan specifically provides that no bonus awards are to be paid pursuant to the Operating Income Component unless the Company achieves at least 80% of the Financial Target (the “Financial Target Threshold”).

Bonus awards pursuant to the Retail Sales Component are based upon the Company’s achievement of a 2% comparable shop retail sales increase in North America for 2010 (the “Sales Target”). In addition, the Retail Sales Component contains an enhancement feature whereby, for each point over the 2% targeted increase in comparable shop retail sales achieved by the Company in North America, an additional 10% would be added to the target bonus award payable thereunder (up to a maximum of 130%). Similarly, for each 1% that the Company falls short of the 2% targeted increase, the target bonus award under the Sales Component would be reduced by 10% (with no payout there under if the comparable shop retail sales increase in North America is below 1% in 2010) (the “Sales Target Threshold”).

Bonus awards pursuant to the Individual Objectives Component are based upon a 2010 Plan participant’s achievement of specific individual objectives. Individual objectives are established by mutual agreement of the participant and his or her direct supervisor within the Company (or the Board, in the case of the Chief Executive Officer), and align with, and otherwise support and/or advance, the Company’s overall business strategy. The Individual Objectives Component of the 2010 Plan provides for a maximum achievement percentage of 150% in order to acknowledge and reward extraordinary efforts by the 2010 Plan participant in achieving particular individual objectives. Bonus awards pursuant to the Individual Objectives Component are not contingent upon the Company’s achievement of the Financial Target, the Sales Target or any other financial metrics.

The 2010 Plan provides for a maximum cap of 150% of a participant’s target bonus level, notwithstanding the above-described enhancement features under the Operating Income Component, the Retail Sales Component and the Individual Objectives Component.

The Committee oversees the 2010 Plan. All bonus awards made pursuant to the 2010 Plan are subject to the Committee’s approval. In addition, the Committee has sole authority to determine whether the Financial Target Threshold and the Sales Target Threshold have been achieved by the Company and, if so, the applicable bonus award percentages under the Operating Income Component and the Retail Sales Component resulting from the enhancement features described above. The 2010 Plan also provides the Committee with discretion to include or exclude significant one-time items in determining the level of achievement of the Financial Target and the Sales Target.