EXECUTIVE EMPLOYMENT AGREEMENT
PARTIES: Xxxxxxx X. Xxxxxxxxx
("Executive")
CBRL Group, Inc.
a Tennessee corporation
("Company")
SUBJECT: Employment for a Specified Term
POSITION: President and Chief Executive
Officer of the Company
LOCATION: Lebanon, Tennessee
DATE: As set forth on the signature
pages, but effective as of
August 4, 2001
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This Executive Employment Agreement ("Agreement"), dated for reference
purposes as of August 4, 2001, is made by CBRL Group, Inc., a Tennessee
corporation (the "Company"), and by Xxxxxxx X. Xxxxxxxxx, an individual, (the
"Executive").
BACKGROUND FACTS
A. The Executive has previously been employed by the Company as
its President and Chief Operating Officer and as an officer of certain
subsidiaries.
B. The Board of Directors of the Company (the "Board") recognizes
that the Executive's contribution to the growth and success of the Company
during prior years has been substantial. The Board now desires, and deems it to
be in the best interests of the Company and its shareholders, to provide for the
continued employment of the Executive and to make certain changes in the
Executive's employment arrangements with the Company which the Board has
determined will reinforce and encourage the Executive's continued attention and
dedication to the Company.
C. The Executive is willing to commit himself to continue to
serve the Company on the specified terms and conditions.
D. In order to effect those purposes, the Company and the
Executive wish to enter into an employment agreement on the terms and conditions
set forth below.
Therefore, in consideration of the mutual promises in this Agreement,
the Company and the Executive agree as follows:
AGREEMENT
1. EMPLOYMENT.
The Company employs the Executive and the Executive accepts employment
from the Company upon the terms and conditions of this Agreement.
2. DURATION OF AGREEMENT.
2.01 Initial Term. This employment shall begin as of the effective date
of this Agreement, August 4, 2001, and shall continue until it terminates
pursuant to this Agreement. Unless extended pursuant to Section 2.02 or earlier
terminated pursuant to Article 6, this Agreement will automatically terminate at
July 30, 2004. The specified period during which this Agreement is in effect is
the "Employment Term."
2.02 Extension of Term. The term of this Agreement may be extended to a
specified future date at any time by the specific written agreement of the
parties signed prior to the original expiration date specified in Section 2.01,
or any subsequent expiration date established pursuant to Section 2.03.
2.03 Annual Extension. On August 1 of each year beginning August 1,
2002, (each specified "Anniversary Date"), unless either party to this Agreement
has notified the other in writing not less than 180 days prior to the
Anniversary Date of that party's intention to allow this Agreement to expire and
not be renewed at the end of the then current Employment Term, the Employment
Term shall automatically be extended for one entire calendar year on each
Anniversary Date.
3. DUTIES.
3.01 In General. Subject to the ultimate direction and control of the
Company's Board of Directors, the Executive shall devote all of his efforts on a
full-time basis to the business and affairs of the Company with such duties and
responsibilities as the Board shall designate, and he shall not engage in any
activities, or render services to or become associated with any other business
that in the reasonable judgment of the Board violates Article 8 of this
Agreement or interferes with the full and proper performance of the Executive's
duties. The parties acknowledge and agree that community service, charitable
activities, and reasonable participation in unrelated business activities, which
do not adversely affect the Executive's employment duties, are not prohibited or
restricted by this Section.
3.02 Specific Duties. The Executive will serve as President and Chief
Executive Officer of the Company. The Executive will provide vision and
leadership to the business operations of the Company and its subsidiaries, with
particular attention to the Company's core Cracker Barrel Old Country Store(R)
concept and to Xxxxx'x Roadhouse, Inc.
4. COMPENSATION AND BENEFITS.
4.01 Compensation Package. In full consideration for all services
rendered by the Executive under this Agreement, including service on the
Company's Board of Directors, and in accordance with its payroll practices and
other applicable Company policies for executives, the Company shall pay the
Executive an annual salary, and in appropriate specified circumstances, a bonus,
and the Company will grant certain restricted stock and provide employment
benefits, including participation in the Company's Long-Term Incentive Plan, all
as set forth in Exhibit A attached to and a part of this Agreement. Exhibit A
will remain in effect until altered by mutual agreement or until this Agreement
expires or is terminated.
4.02 Benefits Distinct from Salary. Nothing paid to the Executive under
any benefit plan or arrangement presently in effect or made available in the
future shall be deemed to be in lieu of the salary payable to the Executive
pursuant to this Article 4 and Exhibit A.
4.03 Prorations. Any payments or benefits payable to the Executive in
respect of any 12-month period during which the Executive is employed by the
Company for less than the entire 12-month period shall, unless otherwise
provided in the applicable plan or arrangement, be prorated in accordance with
the actual number of days within the 12-month period during which he is
employed.
5. CHANGE IN CONTROL.
The Executive and the Company are parties to a separate agreement
concerning changes in control of the Company. That agreement is specified in a
letter dated October 13, 1999 from the Company to the Executive with a subject
styled: "Employee Retention Agreement" (the "Letter Agreement"). A copy of the
Letter Agreement comprises Exhibit B, which is attached to and is made part of
this Agreement. Except as specifically provided in Section 6.06 of this
Agreement respecting certain restricted stock, the Letter Agreement supersedes
this Agreement and controls with respect to all issues between the Company and
the Executive that may be affected by a change in control of the Company, as
defined in the Letter Agreement (a "Change in Control").
6. TERMINATION OF EMPLOYMENT OR SEVERANCE.
6.01 Termination by Company Without Cause. The Board of Directors may
terminate the Executive's employment, with or without cause, at any time by
giving written notice of termination to the Executive, that termination of
employment to be effective on a date specified in the notice. In the event of a
termination without cause, the Executive shall be entitled to receive:
a. the unpaid amount due the Executive for annual base salary
during the employment term prior to the date of termination;
b. an amount equal to 3 times the annual base salary in effect at
the date of termination; and
c. subject to other specific provisions of this Agreement and the
specific terms and conditions of each award or grant, appropriate stock options
and restricted stock.
Payments with respect to base salary shall be made in cash in a single payment
within 5 business days of the date of termination. The Executive's participation
in all benefit programs other than life, medical and disability insurance shall
cease as of the date of termination. The Executive's participation in the life,
medical and disability insurance programs shall continue until the earlier of
the time the Executive is employed by another employer and is covered or
permitted to be covered by that employer's benefit plans without regard to the
extent of such coverage, the Company no longer provides such benefit plans to
the Executive's management employees, or the expiration of the term of this
Agreement (as in effect at the time of termination). This provision supersedes
any other severance program or policy that may be offered by the Company (except
for those relating to termination following a Change in Control, which are set
forth in the Letter Agreement) and is in lieu of, rather than in addition to
other severance plans that may be in place, except with regard to any rights the
Executive may have pursuant to COBRA or the Letter Agreement.
6.02 Termination by Company for Cause. If the Executive is terminated
for cause, the Company shall have no further obligation to the Executive under
this Agreement, and the Executive's participation in all benefit programs
controlled by this Agreement shall cease as of the date of termination. For
purposes of this Agreement, "cause" shall mean only any one or more of the
following: (a) the Executive's personal dishonesty in connection with his duties
to the Company; (b) the Executive's willful misconduct in the performance of his
duties with the Company; (c) breach of fiduciary duty to the Company involving
personal profit by the Executive; (d) conviction of the Executive for any felony
or crime involving moral turpitude; (e) material intentional breach by the
Executive of any provision of this Agreement; or (f) unsatisfactory performance
by the Executive of the duties designated for the Executive by the Company's
Board of Directors as a result of alcohol or drug use by the Executive.
6.03 Termination by Executive After Change in Control. If a Change in
Control occurs, the Executive will have the rights, subject to the specified
terms and conditions, set forth in the Letter Agreement.
6.04 Termination by Executive Other Than After Change in Control.
a. Without Good Reason. The Executive may terminate his
employment with the Company at any time without further obligation by either
party under this Agreement (except for the obligations and covenants of the
Executive pursuant to Article 8, which shall survive termination as specified in
this Agreement) by giving not less than 60 nor more than 180 days prior written
notice of termination to the Company.
b. With Good Reason. In the event that: (i) the Executive's
compensation or benefits are lowered (other than as provided in this Agreement),
(ii) the Executive is removed as the Chief Executive Officer of the Company
(other than pursuant to Section 6.02), (iii) the Executive's existing authority
is materially diminished, or (iv) Executive's primary place of employment is
relocated to a place that is more than 50 miles from its location at the
inception of this Agreement, the Executive may tender his resignation and
terminate this Agreement as a result of any of those events, in which case the
termination shall be considered a termination by the Company without cause and
the rights and obligations of the parties will be as set forth in Section 6.01.
6.05 Effect of Termination on Stock and Options.
a. General Effect. Subject to the terms, conditions and
provisions of the Company's separate Long-Term Incentive Plan and the cash and
stock awards made under that plan, upon any termination of the Executive's
employment and this Agreement, all stock options and restricted stock held by
the Executive that are vested prior to the effective date of the termination
shall be exercisable in accordance with their terms, and all stock options and
restricted stock held by the Executive that are not vested prior to the
effective date of the termination shall lapse and be void.
b. Option Treatment Upon Certain Terminations. Upon a
termination of the Executive's employment without cause pursuant to Section 6.01
or a termination by the Executive pursuant to Section 6.04(b), in addition to
any other rights of the Executive under this Agreement, the Executive shall
receive, within 30 days after the termination, a lump sum cash distribution
equal to: (a) the number of shares of the Company's common stock that is subject
to options held by the Executive which are not vested on the date of termination
of employment but which would otherwise vest during the original term;
multiplied by (b) the difference between: (i) the closing price of a share of
the Company's common stock as of the day prior to the effective date of
termination of employment (or, if the United States securities trading markets
are closed on that date, on the last preceding date on which the United States
securities trading markets were open for trading), and (ii) the applicable
exercise prices of the non-vested options.
c. Effect of Change in ontrol. In the event of termination
following a Change in Control, the terms and conditions expressed in the Letter
Agreement will control with respect to stock options.
6.06 Effect of Termination on Certain Restricted Stock. As specified in
Exhibit A to this Agreement, the Executive will be granted 48,000 shares of
restricted stock during the first year of employment pursuant to this Agreement,
on the vesting schedule and other terms and conditions specified in paragraph 4
of that Exhibit. The restricted stock will be vested and will be exercisable in
accordance with and will be subject to those terms and conditions.
6.07 Death of Executive. If the Executive dies during the employment
term, this Agreement and the Executive's employment shall terminate upon the
Executive's death. With respect to cash compensation, the Executive's estate
shall be entitled to any annual base salary earned but not paid plus any bonus
accrued by the Company for the Executive through the date of death plus an
additional amount equal to the annual base salary in effect for the Executive at
the date of the death of the Executive. This payment shall be paid in a lump sum
to the Executive's estate within 90 days after the Company is given notice of
the Executive's death. The rights of the Executive's estate with respect to
stock options and restricted stock, and all other benefit plans, shall be
determined in accordance with the specific terms, conditions and provisions of
the applicable agreements and plans.
6.08 Disability of Executive. The Company has disability insurance
insuring individuals holding officer positions, and the Executive is included
under that disability insurance. During any period that the Executive fails to
perform his duties as a result of a disability, the Executive shall continue to
receive his full salary at the rate then in effect pursuant to Exhibit A until
his employment is terminated by death or the expiration of this Agreement.
Payments made to the Executive during the disability period shall be reduced by
the amounts, if any, payable to the Executive under disability benefit plans of
the Company. The Executive's year-end bonus shall be paid in a pro rata amount
to compensate the Executive proportionately for days worked prior to the
beginning of his disability period. For purposes of this Agreement, unless and
except as otherwise specifically defined by the Company in its insurance plans,
a "disability" of the Executive shall occur if the Executive suffers any mental
or physical condition that impairs the Executive's ability to perform the
essential functions of his duties for a period of 180 consecutive days or more,
and if within 30 days after the Executive receives written notice from the
Company requesting that the Executive resume his duties under this Agreement,
the Executive is unable or refuses to do so.
7. INDEMNIFICATION.
7.01 Executive's Indemnification. The Company shall indemnify and hold
the Executive harmless to the maximum extent permitted by law against judgments,
fines, amounts paid in settlement and reasonable expenses, including reasonable
attorneys' fees incurred by the Executive, in connection with the defense of, or
as a result of any action or proceeding (or any appeal from any action or
proceeding) in which the Executive is made or is threatened to be made a party
by reason of the fact that he is or was an officer of the Company.
7.02 Insurance. The Company agrees that the Executive is and shall
continue to be covered and insured up to the maximum limits provided by all
insurance which the Company maintains to indemnify its directors and officers
(and to indemnify the Company for any obligations which it incurs as a result of
its undertaking to indemnify its officers and directors) and that the Company
will exert its best efforts to maintain such insurance, in not less than its
present limits, in effect throughout the term of the Executive's employment.
8. LIMITS ON COMPETITION.
8.01 No Competing Activities. While this Agreement is in effect and for
a period of one (1) year following its termination pursuant to Section 6.01 or
Section 6.04(b), and if the Executive accepts the payment specified in Section
6.01b, the Executive shall not directly or indirectly, either as an employee,
employer, officer, director, agent, consultant, partner or other investor
(except for investments no greater than 5% of any entity) or in any other
individual or representative capacity, engage or participate in any business or
profession that is in substantial direct competition with the business of the
Company. For the purposes of this paragraph, a business enterprise with which
the Executive becomes associated as an employee, employer, officer, director,
agent, consultant, partner or other investor shall be considered in "substantial
direct competition" with the Company if it is engaged in the restaurant or gift
shop business within the continental United States. Without limiting the list of
companies engaged in substantial direct competition, the following companies are
considered to certainly fall within that definition: Advantica Restaurants,
Xxxxxxxx'x International, Avado Brands, Inc., Xxx Xxxxx Farms, Xxxxxxx
International, Cheesecake Factory, Inc., Xxxxxx Restaurants, Inc., Eateries,
Inc., Il Fornaio Corporation, O'Charley's, Outback Steakhouse, RARE Hospitality
and Roadhouse Grill. This Section does not prohibit the Executive from engaging
in any transaction which is approved in writing by the Board of Directors of the
Company and this Section does not apply following normal expiration of this
Agreement. The Executive may shorten the one-year period of non-competition by
repaying to the Company the pro-rated balance of the payment received pursuant
to Section 6.01b (each remaining day being considered 1/360 of the total).
Executive understands and acknowledges that his violation of this covenant not
to compete would cause irreparable harm to Company and Company would be entitled
to an injunction by any court of competent jurisdiction enjoining and
restraining Executive from any employment, service, or other act prohibited by
this Agreement. Executive and Company recognize and acknowledge that the scope,
area and time limitations contained in this Agreement are reasonable. In
addition, Executive and Company recognize and acknowledge that the scope, area
and time limitations are properly required for the protection of the business
interests of Company due to Executive's status and reputation in the industry
and the knowledge to be acquired by Executive through his association with
Company's business and the public's close identification of Executive with
Company and Company with Executive. The parties agree that nothing in this
Agreement shall be construed as prohibiting Company from pursuing any other
remedies available to it for any breach or threatened breach of this covenant
not to compete, including, without limitation, the recovery of damages from
Executive or any other person or entity acting in concert with Executive.
Executive also agrees that, in the event he breaches this covenant not to
compete, the one (1) year period of time during which Executive shall be
restricted from certain activities hereunder shall be extended for a period of
time equal to any period(s) of time within the one (1) year period following
termination of this Agreement that Executive is determined by a final
non-appealable judgment from a court of competent jurisdiction to have engaged
in any conduct that violates this Section 8.01, the purpose of this provision
being to secure for the benefit of the Company the entire period of time being
bargained for by the Company for the restriction upon the Executive's
activities. If any part of this covenant not to compete is found to be
unreasonable, then it may be amended by appropriate order of a court of
competent jurisdiction to the extent deemed reasonable.
8.02 Confidentiality. In consideration of his employment and the
compensation to be paid to him the Executive specifically covenants and agrees
that he will regard and preserve as confidential all trade secrets and all
non-public information pertaining to the Company's or its subsidiaries'
businesses that have been or may be obtained by him. The Executive will not
reveal, allow release of, nor disclose any Company confidential information.
This prohibition on disclosure and release applies whether or not the
information, which is confidential, may be classified as a trade secret. The
confidential information of the Company which the Executive will not reveal,
disclose or release to any person includes, but is not limited to, all
technology, recipes and business systems of the Company at the date of this
Agreement as well as all recipes, customer lists, business systems and styles
developed during the course of this employment, and all other Company
proprietary business information not generally known to the public. The
Executive shall not use any confidential information except in the course of
employment. The Executive will not use any of the confidential information after
his employment by the Company is terminated for any reason, and the Executive
will not take away or retain after termination of employment for any reason any
of the Company's recipes, business systems, business styles or specifications,
Company proprietary information, customer lists, or other documents or things
relating to those matters. This provision does not apply to information
voluntarily disclosed by the Company to the public, independently developed and
disclosed by others, or otherwise lawfully in the public domain.
8.03 No Contact with Employees. As a specific part of the consideration
to induce the Company to enter into this Agreement with him, the Executive
unconditionally agrees that, for a period of one (1) year from the effective
date of termination of the Executive's employment for any reason, the Executive
will not encourage, solicit or otherwise attempt to persuade any employees of
CBRL Group, Inc., or its subsidiaries or affiliates (jointly or severally, the
"Group") to terminate their employment with the Group, to seek employment with
the Executive or any corporation or other business entity in which the Executive
has an ownership interest (except an ownership interest of 1% or less in a
public company) or by which he might be employed or to violate any
confidentiality, non-competition or employment agreement that such person may
have with the Company or any policy of the Company.
9. MISCELLANEOUS TERMS.
9.01 Annual Performance Review. The Executive will report regularly to
the Board of Directors and the Board will conduct an annual review of the
Executive's performance prior to each Annual Shareholders Meeting.
9.02 Location of Employment. The Executive shall be employed at the
Company's headquarters office in the city of Lebanon, TN, but the Executive
shall travel to and carry out his duties wherever reasonably necessary for
Company business, to an extent substantially consistent with business travel
obligations at the date of this Agreement.
9.03 Compliance with Law. The Executive shall always, and when
appropriate, at Company expense, endeavor to comply with all applicable federal,
State and local laws, ordinances, rules, and regulations in the performance of
all work and other activities carried out in the name of or on behalf of the
Company.
9.04 Notices. All notices, requests, demands and other communications,
under this Agreement shall be in writing and shall be duly given on the date of
delivery if served personally on the party, or delivered by overnight courier,
or 3 days after mailing if mailed to the party by first class mail, registered
or certified, postage fully prepaid, and properly addressed as specified on the
signature page of this Agreement. Any party may change its address by giving the
other parties written notice of the new address in the manner set forth in this
Section.
9.05 Entire Agreement. This Agreement, including the Letter Agreement
and its other Exhibits, supersedes all other agreements, either oral or in
writing, between the parties with respect to employment of the Executive by the
Company. It contains all the promises between parties with respect to that
employment. No representations, inducements, promises or other agreements, oral
or otherwise, have been made by any party or any one acting on behalf of any
party, and no agreement, statement or promise not contained in this Agreement is
valid. Any modification of this Agreement must be in writing.
9.06 Partial Invalidity. If any provision in this agreement is held
by a court of competent jurisdiction to be void or unenforceable, the remaining
provisions shall continue in full force without being invalidated in any way.
9.07 Binding Effect. The provisions of this Agreement benefit and
bind the Executive's heirs, representatives, and successors, and the Company's
successors, transferees and assigns.
9.08 No Assignment. The Executive and the Company each acknowledges
and agrees that the services to be rendered by the Executive are unique and
personal. This Agreement is, therefore, personal to the parties and it, and the
rights and obligations created by it, may not be assigned by the Executive, or
except to corporations which are part of a consolidated group for tax purposes,
by the Company.
9.09 Attorneys' Fees. If either party brings suit to compel performance
of, to interpret, or to recover damages for the breach of this Agreement, the
finally prevailing party shall be entitled to reasonable attorneys' fees in
addition to costs and necessary disbursements otherwise recoverable.
9.10 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Tennessee.
IN WITNESS WHEREOF, the parties have executed this Agreement on July
25, 2002, to be effective as of the date specified on page 1 of this Agreement.
ADDRESSES: COMPANY:
000 Xxxxxx Xxxxxxx Xxxxxx Xxxxx XXXX Group, Inc.
Xxxxxxx, Xxxxxxxxx 00000 a Tennessee corporation
By: /s/Xxx X. Xxxxx
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Xxx X. Xxxxx, Chairman
By: /s/Xxxxx X. Xxxxxxxxxx
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Xxxxx X. Xxxxxxxxxx, Secretary
EXECUTIVE:
000 Xxxxxxxxx Xxxx Xxxxxxx X. Xxxxxxxxx
Xxxxxxx, Xxxxxxxxx 00000 /s/Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
July 25, 2002
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Approved.
/s/Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx,
Chairman Compensation & Stock Option Committee
Xxxxxxx X. Xxxxxxxxx Executive Employment Agreement
Agreed Salary and Benefits
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Effective Date Executive Annual Base Salary Bonus Base
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August 4, 2001 Xxxxxxx X. Xxxxxxxxx $600,000 150% of base salary
1. Salary. The annual base salary for the Executive will be paid in arrears
semi-monthly, in equal installments on or about the 15th and last day of each
calendar month. This salary may be increased from time to time in accordance
with normal business practices of the Company, and if so increased, shall not
thereafter during the term of this Agreement be decreased. Compensation of the
Executive by salary payments shall not be deemed exclusive and shall not prevent
the Executive from participating in any other compensation or benefit plan of
the Company.
2. Benefits. The Company shall maintain in full force, and the Executive shall
be entitled to continue to participate in, all of its employee benefit plans and
arrangements in force on the effective date of this Exhibit A in which the
Executive now participates (or it will implement plans or arrangements providing
the Executive with at least equivalent benefits). The Company shall not make any
changes in those plans and arrangements which would adversely affect the
Executive's rights or benefits, unless the change occurs pursuant to a program
applicable to all executive officers of the Company and does not result in a
proportionately greater reduction in the rights of or benefits to the Executive
as compared with any other executive officers of the Company. The Executive
shall be entitled to participate in or receive benefits under any employee
benefit plan or arrangement made available by the Company in the future to its
executive officers and key management employees, subject to and on a basis
consistent with the terms, conditions and overall administration of those plans
and arrangements.
3. Options. The Executive is currently a participant in the Company's existing
long term incentive arrangement and the Executive will have an opportunity each
year to receive an annual grant of options for shares of Company common stock in
the same manner stock options are granted to senior management employees of the
Company. All option grants are subject to annual review and approval by the
Company's Board of Directors.
EXHIBIT A
4. Restricted Stock. Recognizing that the Executive is already a participant in
the Company's Long-Term Incentive Plan ("LTI Plan"), and recognizing that the
Executive participates in that Plan at a level materially different than the
level that would be appropriate as a result of his status pursuant to this
Executive Employment Agreement, and in order to appropriately adjust the net
long-term incentive provided by the LTI Plan already in place and the terms and
conditions of this Agreement, the Company hereby grants the Executive a total
of 48,000 shares of CBRL Group, Inc. common stock on the following terms and
conditions:
a. Total Number of Shares - 48,000 ("restricted" shares within the
remaining of Securities and Exchange Commission Rule 144; the
"Restricted Stock")
b. Vesting Schedule - The Restricted Stock vests, subject to forfeiture,
in 3 increments over a 3-year period with 1/3 (16,000 shares) to vest
as of the first day of the fiscal year following the end of each fiscal
year during which this Agreement is in effect. Therefore, subject to
accelerated vesting and to defeasance and forfeiture under paragraph
4c, 16,000 shares will vest as of August 3, 2002, 16,000 shares will
vest as of August 2, 2003, and 16,000 shares will vest as of July 31,
2004.
c. Forfeiture and Early Vesting - Notwithstanding the vesting schedule set
forth in paragraph 4b, the parties understand and unconditionally agree
that the Restricted Stock is intended to provide compensation in lieu
of adjustments to the Executive's existing LTI Plan awards. Therefore,
they further unconditionally agree that, if the Executive is terminated
for any reason or voluntarily terminates his employment at any time
prior to the earlier of July 30, 2004, or any earlier date
(potentially, August 2, 2002 or August 1, 2003) at which his existing
LTI Plan awards vest (the "Absolute Vesting Date"), all the Restricted
Stock will be considered not to be vested and they are subject to
immediate and absolute defeasance and forfeiture at the effective date
of such an event. Alternatively, upon a termination of the Executive's
employment (or if the Executive continues his employment by the
Company) upon normal expiration of the Agreement of which this Exhibit
is part, at the end of the original term, or if the Executive's
employment terminates for any other reason after the Absolute Vesting
Date, in addition to any other rights of the Executive under this
Agreement, all shares of that Restricted Stock which were not vested
pursuant to the vesting schedule in paragraph 4b shall immediately and
finally vest and all 48,000 shares shall be fully owned by the
Executive as of the effective date of that termination.
d. Change in Control - In the event of a Change in Control of the Company,
while the Restricted Stock is not specifically covered by the Change in
Control provisions set forth in the Letter Agreement referred to in
Article 5 of the Agreement, in so far as they would apply to stock or
options, the Change in Control provisions of that Letter Agreement
shall apply and shall be considered to be a part of this Exhibit and
this Agreement, the intention being that all the protection provided by
the Letter Agreement with respect to options and stock owned by
affected executives upon a Change in Control, shall apply to this
Restricted Stock as well.
5. Bonus. As part of this employment Agreement, the Executive will participate
in a bonus plan substantially similar in terms and conditions to the Company and
Cracker Barrel Old Country Store, Inc. Management Incentive Program ("MIP"),
with a base bonus amount established at 150% of annual base salary. This bonus,
or a portion of it, is earned if, and as, annually specified CBRL Group and
personal target goals are achieved in each fiscal year. Any bonus earned will be
paid after the close of each fiscal year.
6. Expenses. The Executive shall be entitled to receive prompt reimbursement for
all reasonable expenses incurred by him in performing his services, including
all expenses of travel and living expenses while away from home on business or
at the request of and in the service of the Company, provided that those
expenses are incurred and accounted for in accordance with the policies and
procedures established by the Company from time to time.
7. Health Insurance. The Executive will be provided with health, life, and
disability insurance benefits of the same kinds and at the same levels as are
available to senior management employees of the Company throughout the term of
his employment.
8. Retirement Savings. The Executive will be eligible to participate in
Company-sponsored retirement savings plans of the same kind and at the same
level as are available to senior management employees of the Company throughout
the term of his employment.
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