NOTE 11 – OPERATING LEASES AND OTHER COMMITMENTS

We lease retail facilities under noncancellable lease agreements which expire at various dates through fiscal 2041. In addition to stated minimum payments, certain real estate leases have provisions for contingent rentals when retail sales exceed specified levels. Generally, the leases provide for renewal for various periods at stipulated rates. Most of the facilities’ leases require payment of property taxes, insurance and maintenance costs in addition to rental payments, and several provide an option to purchase the property at the end of the lease term.

In recent years, we have entered into agreements for the sale/leaseback of certain stores. Realized gains are deferred and are credited to income as rent expense adjustments over the lease terms. We have lease renewal options under the real estate agreements at projected future fair market values.

Future minimum payments required under noncancellable leases (including closed stores) are as follows:



			Less -
			Sublease
Year Ending Fiscal March	Leases		Income		Net
	(Dollars in thousands)
2017	$	34,513	$	(34)	$	34,479
2018		28,126		(34)		28,092
2019		21,021		(8)		21,013
2020		15,229		(8)		15,221
2021		11,065		(8)		11,057
Thereafter		48,650		—		48,650
Total	$	158,604	$	(92)	$	158,512

Rent expense under operating leases, net of sublease income, totaled $36,717,000, $35,848,000 and $33,093,000 in fiscal 2016, 2015 and 2014, respectively, including contingent rentals of $59,000, $44,000 and $59,000 in each respective fiscal year. Sublease income totaled $149,000, $161,000 and $280,000, respectively, in fiscal 2016, 2015 and 2014.

We enter into contracts with parts and tire suppliers, certain of which require us to buy (at market prices) up to 100% of our annual purchases of specific products. The agreements expire at various dates through July 2017. We believe these agreements provide us with high quality, branded merchandise at preferred pricing, along with strong marketing and training support.

In May 2015, we entered into a new employment agreement with our Executive Chairman, Robert G. Gross. Such agreement became effective October 1, 2015, has a three-year term and provides an annual base salary of $120,000.

On August 7, 2012, we entered into an employment agreement with Mr. Gross. Such agreement became effective on October 1, 2012, had a three-year term and provided an annual base salary of $420,000. Effective October 2014, the salary of Mr. Gross was reduced by $60,000. Such voluntary salary reduction was implemented at the direction of Mr. Gross, who requested that the Company use the funds made available by such reduction to provide assistance to Monro employees facing financial hardships. No other changes to Mr. Gross’ compensation were made. Mr. Gross’ new annual salary of $360,000 was effective beginning October 1, 2014.

In connection with a previous employment agreement with Mr. Gross, in consideration for Mr. Gross’ covenant not-to-compete with Monro or to solicit its employees, Monro began paying him an additional $750,000, payable in five equal installments of $150,000, beginning on October 1, 2012. These payments will continue through October 1, 2016.

On August 7, 2012, we entered into a new employment agreement with John W. Van Heel in recognition of his promotion to Chief Executive Officer. Such agreement became effective on October 1, 2012, has a five-year term and provides a base salary of $550,000.

On October 1, 2012, and in consideration of his execution of his employment agreement, Monro’s Compensation Committee awarded to Mr. Van Heel an option to purchase 300,000 shares of Monro’s Common Stock at an exercise price equal to the closing price of Monro’s Common Stock on the date of the award of $33.64 per share, pursuant to our 2007 Stock Incentive Plan. These options vest equally over four years, beginning October 1, 2013.

In February 2014, we entered into a new employment agreement with Joseph Tomarchio Jr., Executive Vice President. Such agreement became effective April 1, 2014, and superseded Monro’s previous employment contract with Mr. Tomarchio, which was set to expire in December 2014. The agreement extends Mr. Tomarchio’s employment as an Executive Vice President of Monro through June 2017 at a reduced schedule, and provides a base salary of $242,500.

In August 2014, we entered into a new employment agreement with Catherine D’Amico, Executive Vice President and Chief Financial Officer. The agreement became effective on September 1, 2014 and superseded Monro’s previous employment contract set to expire in December 2014. The agreement extends Ms. D’Amico’s employment with Monro through August 2018. During the term of the agreement, Ms. D’Amico will continue in her current role as Monro’s Executive Vice President and Chief Financial Officer until December 31, 2016 (the “Executive Period”). Following the Executive Period and until August 31, 2018, Ms. D’Amico will provide services on a part-time basis as requested by Monro (the “Transition Period”).

Under the agreement and during the Executive Period, Ms. D’Amico was paid an annual base salary of $350,200 until March 31, 2015, and is paid an annual base salary of $375,000 from April 1, 2015 to the end of the Executive Period. During the Transition Period, Monro will pay Ms. D’Amico an hourly rate to be agreed upon between the parties.

On August 27, 2014, and in consideration of her execution of her agreement, Monro’s Compensation Committee awarded to Ms. D’Amico a five year option to purchase 35,000 shares of Monro’s Common Stock at an exercise price equal to the closing price of Monro’s Common Stock on the date of the award of $52.82 per share, pursuant to our 2007 Stock Incentive Plan. These options will vest equally over four years, beginning August 27, 2015.

In accordance with the policy adopted by Monro’s Compensation Committee in May 2009, no executives’ contracts include any provision for the payment of what is commonly referred to as an “excise tax gross-up” with respect to payments received by an executive upon a Change in Control (as defined in the Agreements).