AGREEMENT
Exhibit
10.1
AGREEMENT
THIS
AGREEMENT
(the
"Agreement") is made as of this 15th
day of
July, 2006 (the "Effective Date"), by and between Xxxxx X. Xxxxxxx, a natural
person resident in Xxxxxxxxxx County, TN and his heirs, assigns, executors,
agents and representatives (“Xxxxxxx”) on the one side, and CBRL Group, Inc.
(together with its subsidiaries and affiliates, including Cracker Barrel Old
Country Store, Inc. hereinafter referred to as “CBRL”) on the
other;
W
I T N E S S E T H:
WHEREAS,
Xxxxxxx
has been employed as the Chief Administrative Officer of CBRL’s wholly-owned
subsidiary, Cracker Barrel Old Country Store, Inc. (“Cracker Barrel”);
and
WHEREAS,
Xxxxxxx
and CBRL are parties to that certain Employee Retention Agreement (the
“Retention Agreement”) dated as of October 3, 2001; and
WHEREAS,
pursuant
to a management reorganization within CBRL and Cracker Barrel, Xxxxxxx’x
position has been terminated from his employment with Cracker Barrel and/or
CBRL
effective the Effective Date; and
WHEREAS,
Cracker
Barrel wishes to secure Xxxxxxx’x continuing services for a period of time as a
consultant; and
WHEREAS,
it is
the desire of Xxxxxxx and CBRL to enter into this Agreement to resolve all
matters arising out of or related to Xxxxxxx'x employment with CBRL and Cracker
Barrel;
NOW,
THEREFORE,
for and
in consideration of the mutual covenants and promises contained herein, the
parties hereby agree as follows:
1. Termination
of Employment: Consulting Agreement.
This
confirms that Xxxxxxx, effective the Effective Date, resigned as an officer
of
Cracker Barrel and CBRL, as well as an officer or director of any subsidiary
of
Cracker Barrel. With the exception of the Employee Retention Agreement of
October 3, 2001 as it relates to Xxxxxxx, this Agreement supersedes any and
all
prior agreements with respect to Xxxxxxx’x employment with Cracker Barrel or
CBRL or any rights incident thereto, all of which are hereby wholly terminated
and cancelled as of the Effective Date. The respective rights and obligations
of
the parties shall be governed hereafter by the terms of this
Agreement.
For
a
period of time from the Effective Date through and including September 30,
2006
Cracker Barrel and Xxxxxxx agree that he will serve as a consultant to
Cracker
Barrel in all matters related to his prior employment as an officer with Cracker
Barrel.
2.
2.1 Severance.
In
accordance with CBRL’s severance guidelines adopted by the Compensation and
Stock Option Committee of CBRL’s Board of Directors, during the twelve (12)
months following the Effective Date (the “Severance Period”), but subject to
early termination pursuant to Section 10, CBRL will pay Xxxxxxx the sum of
Three
Hundred Sixty-four Thousand and 00/100 Dollars ($364,000) less applicable
deductions required by law, which shall be payable at the rate of Fifteen
Thousand One-Hundred Sixty-six and 67/100 Dollars ($15,166.67), semi-monthly,
beginning July 28, 2006, in accordance with CBRL’s regular payroll
policies.
2.2. FY06
Bonus: Xxxxxxx
shall receive his pro rata share (through July 15 2006) of any FY06 bonus paid
pursuant to the terms of the Executive Team Bonus Plan if any such bonus is
made
to the FY06 Executive Team members; said bonus to be paid, if it all, at the
same time other Executive Team bonus payments are made.
3. Stock
Options.
All
vested options may be exercised on or before the date that is ninety (90) days
after September 30, 2006 in accordance with the provisions of CBRL’s stock
option plan(s). Options granted will continue to vest through September 30,
2006
and options not vested by September 30, 2006 will be forfeited. Xxxxxxx hereby
relinquishes any right to exercise any rights or options that he has to acquire
or purchase CBRL common stock other than the Vested Options, and, without
limiting the foregoing, he specifically relinquishes the September 22, 2005
grant of Ten Thousand, Five Hundred Twenty-five (10,525) restricted shares
of
CBRL common stock, as of July 15, 2006. The terms and provisions of this
Agreement shall supersede and control over any of the terms and provisions
of
any agreement between Xxxxxxx and CBRL (or Cracker Barrel) with respect to
any
rights to receive or options to purchase CBRL’s common stock.
4. Benefits
and Other Matters.
4.1. Cracker
Barrel shall continue to provide all group health insurance benefits for Xxxxxxx
and his dependents at the same level as for other Cracker Barrel officers for
the period ending September 30, 2006. Afterwards, upon payment of the
appropriate premiums, Xxxxxxx will have the right to continue his participation
in CBRL's group health coverage plan under the applicable COBRA
regulations.
4.2. Xxxxxxx
may utilize CBRL’s outplacement services during the Severance
Period.
4.3. Xxxxxxx
will be reimbursed for any reasonable and pre-approved out-of-pocket expenses
incurred through the Effective Date in accordance with CBRL's or Cracker
Barrel’s travel and entertainment reimbursement guidelines, provided
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that
request for reimbursement is made
on or before thirty days after the Effective Date.
4.4. Xxxxxxx
acknowledges that the consideration set forth in this Agreement is over and
above any payment or benefits to which he is legally entitled absent this
Agreement.
5. Xxxxxxx'x
Release.
With
the exception of all rights Xxxxxxx may have arising from the Employee Retention
Agreement dated October 3, 2001, Xxxxxxx hereby generally releases and
discharges CBRL and Cracker Barrel and each of their respective predecessors,
successors (by merger or otherwise), parents, subsidiaries, affiliated entities,
divisions and assigns, together with each and every of their present, past
and
future officers, directors, shareholders, general partners, limited partners,
employees and agents and the heirs and executors of same (herein collectively
referred to as the “Company Group”) from any and all suits, causes of action,
complaints, obligations, demands, or claims of any kind, whether in law or
in
equity, direct or indirect, known or unknown (hereinafter “claims”), which
Xxxxxxx ever had, now has, or may have against CBRL, Cracker Barrel, the Company
Group or any one of them arising out of or relating to any matter, thing or
event occurring up to and including the date of this Agreement. Xxxxxxx’x
release specifically includes, but is not limited to:
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(a)
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Any
and all claims for wages and benefits including, without limitation,
salary, stock, commissions, royalties, license fees, health and welfare
benefits, severance pay, vacation pay, and bonuses;
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(b)
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Any
and all claims for wrongful discharge and breach of contract whether
express or implied, and implied covenants of good faith and fair
dealing;
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(c)
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Any
and all claims for alleged employment discrimination on the basis
of age,
race, color, religion, sex, national origin, veteran status, disability
and/or handicap, and any and all claims for violation of any federal,
state or local statute, ordinance, judicial precedent or executive
order,
including but not limited to claims under the following statutes:
Title
VII of the Civil Rights Act of 1964, 42 U.S.C. §2000e et
seq.,
the Civil Rights Act of 1866, 42 U.S.C. §1981, the Age Discrimination in
Employment Act, as amended, 29 U.S.C. §621 et seq.,
the Older Workers Benefit Protection Act, 29 U.S.C. §626(f), the Americans
with Disabilities Act, 42 U.S.C. §12101 et
seq.,
the Family and Medical Leave Act of 1993, as amended, the Fair Labor
Standards Act, as amended, the Employee Retirement Income Security
Act of
1974, as amended, and the Tennessee Human Rights Act or any comparable
statute;
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(d)
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Any
and all claims in tort (including but not limited to any claims for
misrepresentation, defamation, interference with contract or prospective
economic advantage, intentional or negligent infliction of emotional
distress, duress, loss of consortium, invasion of privacy and
negligence);
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(e)
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Any
and all claims for attorneys’ fees and costs;
and
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Any
and all other claims for damages, including compensatory and punitive
damages: and
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CBRL
also releases Xxxxxxx from any and all claims it may have against
him with
regard to his employment, with the exception of criminal acts such
as
fraud and other criminal acts that may not be known to CBRL as of
the
Effective Date of this Agreement.
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6. Acknowledgment.
The
parties agree that neither of them have breached any oral or written contract
that may have existed between them nor with respect to Xxxxxxx’x employment or
termination of employment have the parties violated any law, statute, rule
regulation or ordinance of any governmental authority relating to employment.
Xxxxxxx acknowledges that the payments and other consideration paid hereunder
can not and shall not be construed as any admission of liability or wrongdoing
on the part of either CBRL or any member of the Company Group. Likewise, CBRL
acknowledges that nothing in this Agreement should be construed as an admission
of liability or wrongdoing on the part of Xxxxxxx. Xxxxxxx
understands that the release set forth in this Agreement extends to all of
the
aforementioned claims and potential claims which arose on or before the date
of
the execution of this Agreement, whether now known or unknown, suspected or
unsuspected, and his participation as a member of any class asserting any such
claims, and that this acknowledgement and release constitute essential terms
of
this Agreement. CBRL likewise acknowledges that the release set forth in this
Agreement extends to all claims and potential claims which arose on or before
the date of the execution of this Agreement, whether known or unknown, suspected
or unsuspected, except as noted herein, and that this acknowledgement and
release constitutes essential terms of this Agreement. The parties understand
and acknowledge the significance and consequence of this Agreement and of each
specific release and waiver, and expressly consent that this Agreement shall
be
given full force and effect according to each and all of its express terms
and
provisions, including those relating to unknown and unsuspected claims, demands,
obligations, and causes of action, if any, as well as those relating to any
other claims, demands, obligations or causes of action herein above-specified.
7. Reinstatement.
Xxxxxxx
hereby waives any right or claim he may have to employment, re-instatement,
re-assignment or re-employment with CBRL, Cracker Barrel or any other member
of
the Company Group. Xx. Xxxxxxx is listed as eligible for rehire, as of July
15th,
2006.
Xxxxxxx'x acknowledgement and agreement as to these matters are material
inducements for CBRL's making certain other of its agreements including, without
limitation, the payments in Section 2.
8. Publicity;
No Disparaging Statements.
8.1. Xxxxxxx
agrees that he shall not make or authorize any disparaging communications with
respect to, or take any actions detrimental to the interests of, CBRL, Cracker
Barrel, any member of the Company Group or any of their respective officers,
directors or employees, past or present, as further defined in
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8.2. At
any
time following the Effective Date, CBRL shall not make any public statements,
announcements or disclosures, except as may be required by law, of any
information detrimental to Xxxxxxx. The determination whether any disclosure
is
required by law shall be made by a court of competent jurisdiction.
9. Business
Protection Provisions.
9.1 Preamble.
As a material inducement to CBRL to enter into this Agreement, and its
recognition of the valuable experience, knowledge and proprietary information
Xxxxxxx gained from his employment with Cracker Barrel, Xxxxxxx warrants and
agrees he will abide by and adhere to the following business protection
provisions in this Section 9 and all sub-sections thereof.
9.2 Definitions.
For purposes of this Section 9 and all sub-sections thereof, the following
terms
shall have the following meanings:
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(a)
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"Competitive
Position" shall mean any employment, consulting, advisory, directorship,
agency, promotional or independent contractor arrangement between
Xxxxxxx
and any person or Entity engaged wholly or in material part in the
restaurant or retail business that is the same or similar to that
in which
CBRL, Cracker Barrel or any of their respective subsidiaries or affiliates
(collectively the "CBRL Entities") is engaged whereby Xxxxxxx is
required
to or does perform services on behalf of or for the benefit of such
person
or Entity which are substantially similar to the services in which
Xxxxxxx
participated or that he directed or oversaw while employed by Cracker
Barrel. The following companies and concepts are the only ones that
would
be deemed the same or similar to CBRL Entities and/ or the businesses
in
which the CBRL Entities are engaged: X’Xxxxxxx’x, Xxxx Tuesday’s, Xxx
Xxxxx, Xxxxxxxx'x International, International House of Pancakes,
and
Denny’s.
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(b)
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"Confidential
Information" shall mean the proprietary or confidential data, information,
documents or materials (whether oral, written, electronic or otherwise)
belonging to or pertaining to the CBRL Entities, other than "Trade
Secrets" (as defined below), which is of tangible or intangible value
to
any of the CBRL Entities and the details of which are not generally
known
to the competitors of the CBRL Entities. Confidential Information
shall
also include: any items that any of the CBRL Entities have marked
"CONFIDENTIAL" or some similar designation or are otherwise identified
as
being confidential.
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(c)
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"Entity"
or "Entities" shall mean any business, individual, partnership, joint
venture, agency, governmental agency, body or subdivision, association,
firm, corporation, limited liability company or other entity of any
kind.
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(d)
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"Restricted
Period" shall mean the twelve (12) month period following the Effective
Date; provided, however that the Restricted Period shall be extended
for a
period of time equal to any period(s) of time within the twelve (12)
month
period following the Effective Date that Xxxxxxx is determined by
a final
non-appealable judgment from a court of competent jurisdiction to
have
engaged in any conduct that violates this Section 9 or any sub-sections
thereof, the purpose of this provision being to secure for the benefit
of
CBRL and Cracker Barrel the entire Restricted Period being bargained
for
by CBRL for the restrictions upon Xxxxxxx'x
activities.
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(e)
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"Territory"
shall mean each of the United States of
America.
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(f)
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"Trade
Secrets" shall mean information or data of or about any of the CBRL
Entities, including, but not limited to, technical or non-technical
data,
recipes, formulas, patterns, compilations, programs (e.g.,
advertising or promotional schedules), devices, methods, techniques,
drawings, processes, financial data, financial plans, product plans
or
lists of actual or potential suppliers that: (1) derives economic
value,
actual or potential, from not being generally known to, and not being
readily ascertainable by proper means by, other persons who can obtain
economic value from its disclosure or use; (2) is the subject of
efforts
that are reasonable under the circumstances to maintain its secrecy;
and
(3) any other information which is defined as a "trade secret" under
applicable law.
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(g)
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"Work
Product" shall mean all tangible work product (e.g.,
menus, advertising materials), property, data, documentation, "know-how,"
concepts or plans, inventions, improvements, techniques and processes
relating to the CBRL Entities that were conceived, discovered, created,
written, revised or developed by Xxxxxxx during the term of his employment
with Cracker Barrel.
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9.3
Nondisclosure;
Ownership of Proprietary Property.
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(a)
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In
recognition of the need of the CBRL Entities to protect their legitimate
business interests, Confidential Information and Trade Secrets, Xxxxxxx
hereby covenants and agrees that Xxxxxxx shall regard and treat Trade
Secrets and all Confidential Information as
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strictly
confidential and wholly-owned by the CBRL Entities and shall not, for a period
of two (2) years, for any reason, in any fashion, either directly or indirectly,
use, sell, lend, lease, distribute, license, give, transfer, assign, show,
disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate
any such item or information to any third party or Entity for any purpose
other
than in accordance with this Agreement or as required by applicable law,
court
order or other legal process.
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(b)
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Xxxxxxx
shall exercise best efforts to ensure the continued confidentiality
of all
Trade Secrets and Confidential Information, and he shall immediately
notify CBRL of any unauthorized disclosure or use of any Trade Secrets
or
Confidential Information of which Xxxxxxx becomes aware. Xxxxxxx
shall
assist the CBRL Entities, to the extent necessary, in the protection
of or
procurement of any intellectual property protection or other rights
in any
of the Trade Secrets or Confidential
Information.
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(c)
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All
Work Product shall be owned exclusively by the CBRL Entities. To
the
greatest extent possible, any Work Product shall be deemed to be
"work
made for hire" (as defined in the Copyright Act, 17 U.S.C. §§ 101
et
seq.,
as amended), and Xxxxxxx hereby unconditionally and irrevocably transfers
and assigns to the applicable CBRL Entity all right, title and interest
Xxxxxxx currently has or may have by operation of law or otherwise
in or
to any Work Product, including, without limitation, all patents,
copyrights, trademarks (and the goodwill associated therewith), trade
secrets, service marks (and the goodwill associated therewith) and
other
intellectual property rights. Xxxxxxx agrees to execute and deliver
to the
applicable CBRL Entity any transfers, assignments, documents or other
instruments which CBRL may deem necessary or appropriate, from time
to
time, to protect the rights granted herein or to vest complete title
and
ownership of any and all Work Product, and all associated intellectual
property and other rights therein, exclusively in the applicable
CBRL
Entity.
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(d)
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Xxxxxxx
also recognizes that all writings, illustrations, drawings and other
similar materials which embody or otherwise contain Trade Secrets,
Confidential Information or Work Product that any CBRL Entity may
have
produced during his employment or which may have been given to Xxxxxxx
in
connection with his employment are the property of CBRL and/or Cracker
Barrel, and it is Xxxxxxx'x obligation to immediately return any
such
materials to CBRL and/or Cracker Barrel, as the case may
be.
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9.4 Non-Interference
With Executives; Non-solicitation of Employees.
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Xxxxxxx
recognizes and acknowledges that, as a result of his employment by Cracker
Barrel, he has become familiar with and has acquired
knowledge
of confidential
information and certain other information regarding the other executives
and
employees of the CBRL Entities. Therefore, Xxxxxxx agrees that,
during
the
Restricted Period, Xxxxxxx shall not encourage, solicit or otherwise attempt
to
persuade any person in the employment of the CBRL Entities to end
his/her
employment with a CBRL Entity or to violate any confidentiality, non-competition
or employment agreement that such person may have with a CBRL
Entity
or any
policy of any CBRL Entity. Furthermore, neither Xxxxxxx nor any person acting
in
concert with Xxxxxxx nor any of Xxxxxxx'x affiliates shall, during
the Restricted
Period, employ any person who has been an employee of any CBRL Entity unless
that person has ceased to be an employee of the CBRL
Entities
for
at least six (6) months. Xxxxxxx also shall not communicate in any manner
whatsoever, whether directly or indirectly, with any employee of a CBRL
Entity
on the
topic of the individual's employment with a CBRL Entity, his or her plans
for
employment in the future, or his or her employment with any other
entity,
other
than to say Xxxxxxx is unable to engage in any discussions,
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Non-Competition;
Standstill. Xxxxxxx covenants and agrees to not obtain or work in
a
Competitive Position within the Territory during the Restricted Period
as
limited and set forth in Section 9.2(a). Xxxxxxx
further agrees that, during the Restricted Period, he will not in
any
manner (i) acquire, agree to acquire, or make any proposal (or request
permission to make any proposal) to acquire any securities (or direct
or
indirect rights, warrants, or options to acquire any securities)
or
property (including the stock or assets of any of CBRL’s subsidiaries) of
CBRL (other than property transferred in the ordinary course of CBRL's
business), unless such acquisition, agreement, or making of a proposal
shall have been expressly first approved by (or in the case of a
proposal,
expressly first invited by) CBRL's Board of Directors, (ii) solicit
proxies from CBRL’s shareholders or otherwise seek to influence or control
the management or policies of CBRL or any of its affiliates or
subsidiaries, or (iii) assist (including by knowingly providing or
arranging financing for that purpose) any other person or Entity
in doing
any of the foregoing. Xxxxxxx
and CBRL recognize and acknowledge that the scope, area and time
limitations contained in this Agreement are reasonable and are properly
required for the protection of the business interests of CBRL due
to
Xxxxxxx'x status and reputation in the industry and the knowledge
to be
acquired by Xxxxxxx through his association with CBRL’s and Cracker
Barrel's business and the public's close identification of Xxxxxxx
with
Cracker Barrel and Cracker Barrel with Xxxxxxx. Further, Xxxxxxx
acknowledges that his skills are such that he could easily find
alternative, commensurate employment or consulting work in his field
that
would not violate any of the provisions of this Agreement. Xxxxxxx
acknowledges and understands that, as
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Consideration
for his
executionof this Agreement and his agreement with the terms of this covenant
not
to compete, Xxxxxxx will
receive severance
and
other benefits from CBRL in accordance with this Agreement.
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CBRL
specifically acknowledges and agrees that the disclosures made by
Xxxxxxx
on Exhibit “A”, attached hereto, do not violate any term or condition of
this Agreement, and that any claim CBRL potentially has or had arising
out
of this disclosure is specifically
released.
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10. Remedies. Xxxxxxx
understands and acknowledges that his violation of Section 8.1 or Section 9
or
any sub-section thereof may cause irreparable harm to CBRL and Cracker Barrel
and CBRL entities may be entitled to seek injunction injunctive relief by any
court of competent jurisdiction enjoining and restraining Xxxxxxx from any
employment, service, or other act prohibited by this Agreement. The parties
agree that nothing in this Agreement shall be construed as prohibiting CBRL
from
pursuing any remedies available to it for any breach or threatened breach of
Section 8.1 or Section 9 or any sub-section thereof, including, without
limitation, the recovery of damages from Xxxxxxx or any person or entity acting
in concert with Xxxxxxx. If any part of Section 8.1 or Section 9 or any
sub-section thereof is found to be unreasonable, then it may be amended by
appropriate order of a court of competent jurisdiction to the extent deemed
reasonable. Furthermore and in recognition that certain payments under this
Agreement are being agreed to in reliance upon Xxxxxxx'x compliance with
Sections 8.1 and 9, in the event of
a
breach of Xxxxxxx of any of the provisions of Section 8.1 or Section 9 or any
sub-sections thereof, damages to CBRL would be difficult to determine and,
in
the event of such breach by Xxxxxxx: the Severance Period shall immediately
terminate without any action on the part of CBRL and CBRL shall be released
from
its obligations (a) to make any further payments to Xxxxxxx under Section 2
hereof and (b) under Section 8.2 hereof. If
CBRL
brings suit to compel performance of, to interpret, or to recover damages for
the breach of this Agreement, CBRL, if it prevails, shall be entitled to recover
its reasonable attorneys’ fees in addition to costs and necessary disbursements
otherwise recoverable. Cracker Barrel may seek equitable relief in any federal
or state court in Middle Tennessee and Cracker Barrel and Xxxxxxx hereby submit
to jurisdiction in those courts.
11. No
Admissions.
Neither
the execution of this Agreement by CBRL nor the terms hereof constitutes an
admission by CBRL, or by any agent or employee of CBRL or the Company Group,
of
liability or unlawful conduct in any manner. Likewise, Xxxxxxx’x execution of
this Agreement nor its terms constitute an admission by him of any liability
or
unlawful conduct.
12. Entire
Agreement.
This
Agreement contains the entire agreement of the parties with respect to the
subject matter hereof, and shall be binding upon their respective heirs,
executors, administrators, successors and assigns. In addition, although not
a
party to this Agreement, Cracker Barrel is an intended third party beneficiary
of this Agreement and entitled to enforce against Xxxxxxx any of the provisions
of this Agreement.
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13. Severability.
If any
term or provision of this Agreement shall be held to be invalid or unenforceable
for any reason, then such term or provision shall be ineffective to the extent
of such invalidity or unenforceability without invalidating the remaining terms
or provisions hereof, and such term or provision shall be deemed modified to
the
extent necessary to make it enforceable.
14. Advice
of Counsel; Revocation Period.
Xxxxxxx
represents and warrants:
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(a)
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That
he has had up to twenty-one (21) days to consider this Agreement,
and has
decided to enter into it; signing prior to the expiration of the
twenty-one (21) day period constitutes a waiver of his right to the
additional time period;
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(b)
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That
he has carefully read this Agreement, and understands its contents,
meaning and intent;
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(c)
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That,
understanding this document, he has freely and voluntarily executed
it
with the advice of counsel aforesaid, without compulsion, coercion
or
duress; and
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(d)
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That
he has seven (7) days following his execution of this Agreement to
revoke
his acceptance of the Agreement, and that the Agreement will not
become
effective until the revocation period has expired. If he wishes to
revoke
this Agreement, he must notify N.B. Xxxxxxx Xxxxx, Senior Vice President,
General Counsel and Secretary, CBRL Group, Inc., Xxxxxxx, XX 00000,
in
writing within seven (7) days following the execution of this Agreement;
and
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(e)
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Xxxxxxx
understands and acknowledges that the Agreement is a legally binding
release, and that seven (7) days after he signs it, unless revoked
during
the seven (7) day revocation period in this Section, that he will
be
barred from seeking or obtaining, directly or indirectly, any relief
or
recovery of any kind for or based on any of the claims released and
forever discharged in this
Agreement.
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15. Amendments.
Neither
this Agreement nor any term hereof may be orally changed, waived, discharged,
or
terminated, and may be amended only by a written agreement signed by both of
the
parties hereto.
16. Governing
Law.
This
Agreement shall be governed by the laws of the State of Tennessee without regard
to the conflict of law principles of any jurisdiction.
17. Legally
Binding.
The
terms of this Agreement contained herein are contractual and not mere
recitals.
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IN
WITNESS WHEREOF,
the
parties acknowledging that they are acting of their own free will have
voluntarily caused the execution of this Agreement as of this day and year
written below.
XXXXXXX
ACKNOWLEDGES THAT HE HAS HAD A REASONABLE PERIOD OF TIME TO READ AND CONSIDER
THIS AGREEMENT, THAT HAS HE HAS CAREFULLY READ THIS AGREEMENT, UNDERSTANDS
IT,
AND IS VOLUNTARILY ENTERING INTO IT.
PLEASE
READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ANY AND ALL KNOWN AND
UNKNOWN
CLAIMS.
_/s/
Xxxxx X. Gilbert_________________________
Xxxxx
X. Xxxxxxx
Date:
August
11, 2006
CBRL GROUP, INC.
By:_/s/
Xxxxxxx X. Woodhouse__ _____________
Title:
Chairman,
President and Chief Executive Officer
Date:
August
14, 2006
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Exhibit
A
Exhibit
A to this
Agreement has been excluded due to immateriality.
