Exhibit 10(cc)
RETENTION** AND SEVERANCE **AGREEMENT
This RETENTION AND SEVERANCE AGREEMENT (the “Agreement”), dated this June 29, 2026 (the “Effective Date”), is by and between Cracker Barrel Old Country Store, Inc., a Tennessee corporation (the “Company”) and Douglas Hisel (the “Executive”).
W I T N** E S S E T **H:
WHEREAS, the Company desires to continue employing Executive as its Senior Vice President, Store Operations pursuant to the terms of this Agreement;
WHEREAS, the Company and Executive are parties to that certain Severance Agreement dated May25,2018(“Severance* *Agreement”),whichwasexecutedwhenMr.Hisel wasaVicePresidentofthe Company and was not subsequently updated when he was promoted to Senior Vice President of the Company; and
WHEREAS,thepartieswishtoupdatetheSeveranceAgreementinconnectionwithMr.Hisel’s
roleasanSVPoftheCompanyandinconnectionwiththeretentionbonuspaymentsetforthherein.
NOW,THEREFORE,inconsiderationoftheforegoingrecitals,themutualpromisesandcovenants set forth below and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:
| 1. | Operation* and Term of *Agreement. |
(a)Operation of Agreement. This Agreement replaces and supersedes the Severance Agreement dated May 25, 2018, between the parties.
(b)Term* **of Agreement. *This Agreement shall have an initial term of three(3) years followingtheEffectiveDate,afterwhichthisAgreementshallautomaticallyrenewforsuccessiveone(1)-yearsubsequenttermsunlesstheCompanynotifies Executiveofitsintentionnotto renewthis Agreement atleastninety(90)dayspriortotheendoftheinitialtermoranysubsequentterm(the“Term”).Following aterminationofthisAgreement inaccordancewiththis Section 1, this Agreement shall thereafter be null and void and of no further effect, except as otherwise provided by Section 15.
| 2. | Retention* Award; Succession and *Development. |
(a)Retention Award. Executive shall be entitledto a retention bonus(the “Retention Bonus”), comprisedofacash amountequalto TwoHundredThousandDollars($200,000) and,subject to applicable corporate action or approval, a retention grant of restricted stock units (the “Retention Grant”) with a grant date fair value equal to One Million Dollars ($1,000,000). The cash portion of the Retention Bonus shall be payable on or about July 15, 2026, and shall be subject to repayment in full by Executive intheeventExecutiveresignswithoutGoodReasonpriortoAugust 3,2028.TheRetentionGrantshallbe made on or before July 31, 2026 (the “Grant Date”) and shall vest in two installments, with two-thirds of the RetentionGrantvestingonthesecondanniversaryoftheGrantDateandtheremaindervestingonthethird anniversary of the Grant Date, subject to the Executive’s continued employment. If Executive separates fromtheCompanyforanyreasonpriortothethirdanniversaryofthe GrantDate,anyunvestedportionof the Retention Grant will be forfeited.
(b)Withholdings. All compensation payable hereunder shall be subject to all applicable withholding for federal income taxes, FICA and all other applicable federal, state and local withholding requirements.
(c)Succession Planning. Executive shall actively engage in and support the Company’s succession planning process. No later than January 1, 2027 and at such other times as reasonablyrequestedbytheCompany,Executiveshall(i)identifyoneormoreemployeesoftheCompany with the potential to assume Executive’s position and/or key components of Executive’s responsibilities and (ii) prepare and maintain a written development plan for such individual(s). The plan(s) shall include an assessment of each candidate’s readiness, identified development needs, and specific actions designed to grow the candidate’s capability to assume increased leadership responsibilities. Executive shall participateinperiodicreviewsofsuchplan(s)withtheChiefExecutiveOfficer(“CEO”)andChiefHuman Resources Officer (“CHRO”), and shall make good faith efforts to execute the development activities outlined in the plan(s).
| 3. | Termination* of *Employment. |
(a)General.ExecutiveandtheCompanyacknowledgethat,exceptasmayotherwise be provided under any other written agreement between Executive and the Company, the employment of ExecutivebytheCompanyis“atwill.”TheCompanymay,atanytimeandinitssolediscretion,terminate Executive’semployment,andtherebythisAgreement,withCauseorwithoutCause,andExecutivemay,at any time and in Executive’s sole discretion, resign from Executive’s employment with the Company, and thereby terminate this Agreement (any such date of termination, the “Termination Date”).
(b)Termination by the Company for Cause or Resignation by Executive Without Good* *Reason.IftheExecutive’semploymentwiththeCompanyshallbeterminatedbytheCompanywith Cause during the Term, or Executive resigns without Good Reason, the Company shall pay to Executive
(i) any unpaid Base Salary earned through the Termination Date in a cash lump sum within ten (10) days followingtheTerminationDate,(ii)anycompensationpreviouslydeferredbyExecutive(togetherwithany accruedinterestorearningsthereon)atthetimesprovidedintheapplicableplansunderwhichthedeferral wasmade,totheextent not paid as ofthe TerminationDate, andinaccordancewith applicablelaw (iii)at suchtimeasitwouldhavebeenpaidifExecutivehadnotbeenterminated,anycashincentivecompensation earned as of the Termination Date in respect of the prior fiscal year which has not been paid as of the Termination Date, and pursuant to the applicable plan (iv) to the extent not theretofore paid or provided, anyotheraccruedamountsoraccruedbenefitsrequiredtobepaidorprovidedorwhichExecutiveiseligible to receive under any plan, program, policy, practice, contract or agreement of the Company at the times provided under the applicable plan, program, policy, practice, contract or agreement of the Company (collectively items (i) to (iv), the “Accrued Amounts”), and the Company shall not have any further obligations to Executive under this Agreement except those required to be provided by law.
| (c) | Qualifying* *Termination. |
(i)DuringtheTerm,ifExecutive’semploymentisterminatedasaresultofa Qualifying Termination: (A) the Company shall pay to Executive the Accrued Amounts; (B) so long as Executive complies with Section 3(c)(iii), Section 6.3, Section 6.4 and Section 6.5 of this Agreement, the Company shall pay to Executive severance pay equal to six months of the Executive’s Base Salary as in effectontheTerminationDate,plusoneadditionalweekofseveranceforeachyearofserviceinexcessof fifteen (15) years (not to exceed twelve (12) months of severance) (such duration of severance pay, the “Severance Payment Period”), payable in equal installments, in accordance with the Company’s regular payroll policies then in effect, for the duration of the severance period, which payments shall commence onthefirstpayrollperiod(the“Initial* *Payment”)occurringonorafterthe60thdayfollowingthe
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TerminationDate(the“Severance* Delay Period*”);*provided,** *theInitialPaymentshallincludepaymentfor any payroll periods which occur during the Severance Delay Period, and the remaining payments shall continue for the remainder of the Severance Payment Period and on the same terms and with the same frequency as Executive’s annual salary was paid prior to such termination; and (C) all employee benefits and benefit accruals will cease as of the Termination Date. However, medical insurance benefits may be continued(atExecutive’ssoleexpense)totheextentrequiredbyfederallaw.TotheextentExecutivemay have other benefit conversion or withdrawal rights arising under other Company sponsored retirement or welfarebenefitplanasaresultoftheterminationofExecutive’semployment,suchbenefitsandrightsshall be governed by the terms of such plans.
(ii)Payments pursuant to this Section 3(c) shall be in lieu of any other severancebenefitsthatExecutivemaybeeligibletoreceiveundertheCompany’soranyoftheCompany’s Affiliates’ benefit plans or programs. Nothing in this Agreement shall affect or limit Executive’s right to receive(A)paymentofanycompensationortheissuanceofanysecuritieswhichExecutivedeferredunder anydeferredcompensationplanoftheCompany,or(B)anyamountsdueorbelongingtoExecutiveunder any retirement program, employee stock purchase plan, or 401(k) plan, each of which shall be subject to the terms of such arrangements, including any deferral elections made thereunder.
(iii)Asaconditiontoreceivingthepaymentsprovidedforin Section* 3(c)(i)(B),ExecutiveagreestosignanddelivertotheCompanyareleaseintheformattachedhereto asExhibit *AanddeliveredtoExecutivewithintwenty-one(21)daysfollowingtheTerminationDate,which must become effective prior to the end of the Severance Delay Period, or else Executive shall forfeit all rights to any severance benefits under this Agreement and the Company shall be under no obligation to makeanypaymentstoExecutive pursuanthereto.EXECUTIVEUNDERSTANDS,ACKNOWLEDGES, ANDAGREESTHATTHERIGHTTOOBTAINTHESEVERANCEBENEFITSANDTHEBENEFITS PROVIDED BY THIS SECTION 3(c) IS ADEQUATE CONSIDERATION FOR THE RELEASE OF CLAIMS REQUIRED BY THIS SECTION 3(c) AND THAT THE EXECUTED AND UNREVOKED RELEASE WILL CONTINUE IN FULL FORCE AND EFFECT EVEN IF EXECUTIVE DOES NOT RECEIVESOMEORALLOFTHESEVERANCEBENEFITSASARESULTOFANYFAILUREBY EXECUTIVE TO COMPLY WITH EXECUTIVE’S OTHER OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO SECTION 6 HEREOF. THE PROVISIONS OF THIS SECTION 3(c) SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT OR EXECUTIVE’S EMPLOYMENT WITH THE COMPANY.
(iv)If Executive dies during the Severance Payment Period, any benefits remainingtobepaidtoExecutiveshallbepaidtothebeneficiarydesignatedbyExecutive’sestatetoreceive those benefits (or in the absence of designation, to Executive’s surviving spouse or next of kin).
| (d) | Termination* Upon Death or *Disability. |
(i)ThisAgreementshallterminateimmediatelyuponExecutive’sdeath,and Executiveorhisbeneficiariesshallbeentitledtonofurtherpaymentsorbenefitshereunder,otherthanthe payment of the Accrued Amounts, including, without limitation, benefits under such plans, programs, practices and policies relating to death benefits, if any, as are applicable to Executive on the date of his death. The rights of Executive’s estate withrespect to any outstanding equity grants and any benefit plans shallbedeterminedinaccordancewiththespecificterms,conditionsandprovisionsoftheapplicableaward agreements and benefit plans.
(ii)If the Company determines in good faith that the Disability of Executive has occurred during the Term, it may give to Executive written notice of its intention to terminate Executive’semployment.Insuchevent,Executive’semploymentwiththeCompanyshallterminate
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effectiveonthe30thdayafterreceiptofsuchwrittennoticebyExecutive(the“Disability* Effective *Date”); provided, however that, within the 30-day period after such receipt, Executive shall not have returned to full-time performance of Executive’s duties. If Executive’s employment is terminated by reason of Disability,thisAgreementshallterminate,andExecutiveshallbeentitledtonofurtherpaymentsorbenefits hereunder, other than payment of Accrued Amounts, including, without limitation, benefits under such plans, programs,practicesand policiesrelatingto disabilitybenefits,ifany, asareapplicableto Executive on the Disability Effective Date.
(e)Certain* Defined *Terms.ForpurposesofthisAgreement,thefollowingtermsshall have the following meanings:
(i)“Base Salary” means Executive’s gross base salary, exclusive of any bonus, incentive compensation, commissions, equity-based awards, benefits, reimbursements, or other forms of additional compensation as in effect from time to time.
(ii)“Cause” means the occurrence of any of the following: (A) Executive’s refusalorwillfulorgrosslynegligentfailuretoperformExecutive’sjobdutiesfortheCompany(otherthan any such failure resulting from incapacitydueto Disability);(B) Executive’s attendanceat workin astate of intoxication or otherwise being found in possession at his place of work of any prohibited drug or substance, possession of which would amount to a criminal offense; (C) the Executive’s personal dishonesty, willful misconduct, or fraud in connection with his duties to the Company; (D) breach of fiduciarydutiestotheCompanybyExecutive;(E)Executive’sarrestfororconvictionofExecutivefor,or Executive pleading guilty or no contest to, anyfelonyor crime involving moral turpitude; (F) Executive’s improper disclosureof Confidential Information or Trade Secrets(as each such term is definedin Section 6); (G) Executive’s falsification of any records or documents of the Company;(H) Executive’s willful or intentional misconduct that causes (or is reasonably believed by the Company to have caused) injuries, monetarily or otherwise, to the business or reputation of the Company; (I) Executive’s material breach of this Agreement or material violation of the Company’s written policies or codes of conduct, including writtenpoliciesrelatedtodiscrimination,harassment,andperformanceofillegalorunethicalactivities;or
(J)Executive’sfailuretoimproveExecutive’sworkperformancetoanacceptablelevelafterExecutivewas previously warned in writing by the Company about poor performance.
(iii)“Disability” shall mean: (a) a long-term disability entitling Executive to receive benefits under the Company’s long-term disability plan as then in effect; or (b) if no such plan is thenineffectortheplandoesnotapplytoExecutive,theinabilityofExecutive,asdeterminedbytheBoard, to perform the essential functions of Executive’s regular duties and responsibilities hereunder, with or without reasonable accommodation, due to a medically determinable physical or mental illness which has lasted (or can reasonably be expected to last) for a period of at least six (6) consecutive months.
| (iv) | “Good* *Reason”meanstheoccurrenceofanyofthefollowingconditions: |
(A) other than Executive’s removal for Cause, without the prior written consent of Executive, the assignment to Executive of any duties inconsistent in any material, adverse respect with Executive’s position(includingstatus,offices,titlesandreportingrequirements),authority,dutiesorresponsibilities,or any other action by the Company which results in a demonstrable diminution in such position, authority, dutiesorresponsibilities;provided,however,thatanisolated,insubstantialandinadvertentactionnottaken in bad faith, which is remedied by the Company promptly after receipt of written notice thereof given by Executive, shall not constitute “Good Reason”; (B) a reduction by the Company by an amount of five percent (5%) or more of Executive’s Base Salary as in effect on the Effective Date or as the same may be increasedfromtimetotime,unlesssuchreductionisapartofanacross-the-boardproportionaldecreasein base salaries affecting all senior executive officers of the Company (“Peer Executives”), which reduction isapprovedbytheBoardortheCommittee;(C)areductionbytheCompanybyanamountoffivepercent
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(5%)ormoreofExecutive’s(1)annualtargetbonuspercentagetowhichExecutiveisentitledor(2)target percentageunderanylong-termincentiveplanestablishedbytheCompanytowhichExecutiveisentitled, unless, in either case (1) or (2), such reduction is a part of an across-the-board proportional decrease in annual target bonus percentages or target percentages under any equity plan of the Company affecting all otherPeerExecutives,whichreductionisapprovedbytheBoardortheCommittee;(D) areductionbythe Company of benefits under (1) a “pension plan or arrangement” or (2) a “compensation plan or arrangement”, in each case in which Executive participates as of the Effective Date, or the elimination of Executive’s participation in any such plan or arrangement which reduction or elimination results in a reduction, in the aggregate, of the benefits provided thereunder, taking into account any replacement plan or arrangement or other additional compensation provided to Executive in connection with or following such reduction or elimination (except for immaterial reductions or across-the-board plan changes or terminationssimilarlyaffectingotherPeerExecutives);provided,that,subjecttoSection* *5,intheeventof any such changes or terminations, the Company shall timely pay or provide to Executive any accrued amountsoraccruedbenefitsrequiredtobepaidorprovidedorwhichExecutiveiseligibletoreceiveunder anysuchplanorarrangementinaccordancewiththetermsofsuchplanorarrangement;(E)theCompany requiringExecutive,withoutExecutive’sconsent,tobebasedatanyofficeorlocationmorethanfifty(50) milesfromtheCompany’scurrentheadquartersinLebanon,Tennessee;or(F)thefailureofanysuccessor to the Company to assume this Agreement or a material breach of this Agreement by the Company or its successors; provided that, in each case, (x) within forty-five (45) days of the initial occurrence of the specified event Executive has given the Company written notice giving the Company at least thirty (30) days to cure the Good Reason event, (y) the Company has not cured the Good Reason event within the thirty-(30)daycureperiodand(z) Executiveresignswithinten(10)daysfromtheexpirationofthethirty-
(30)daycureperiod.Fortheavoidanceofdoubt,ifExecutivedoesnotprovidetherequisitewrittennotice within forty-five (45) days and, as applicable, does not resign his employment within ten (10) days from the expiration of the thirty (30) day cure period (to the extent the specified event remains uncured), then ExecutivewillbedeemedtohaveirrevocablywaivedhisrighttoterminatewithGoodReasonwithrespect to the specified event.
(v)“Qualifying Termination” shall mean termination bythe Company of the employment of Executive with the Company for any reason other than death, Disability or Cause, or resignation by Executive for Good Reason in accordance with Section 3(e)(iv).
4.Change of Control Agreement. The Company and Executive are parties to that certain Change of Control Agreement dated May 25, 2018 (the “CIC Agreement”), which establishes certain obligations of the parties regarding the employment of Executive, as well as termination payments and other benefits to which Executive would be entitled in connection with the termination of Executive’s employment in connection with a Change of Control (as defined in the CIC Agreement), all according to the terms and conditions set forth in the CIC Agreement. The Company and Executive acknowledge and agree that it is the intent of the parties that the CIC Agreement, and not this Agreement, shall control in connectionwiththematterssetforthintheCICAgreement.Withoutlimitingtheforegoing,ifExecutiveis entitled to receive termination payments and other benefits pursuant to the CIC Agreement in connection with the termination of Executive’s employment with the Company following a Change of Control, then Executive shall be entitledto receive such termination payments and other benefits as set forth in the CIC AgreementandnotpursuanttothisAgreement,andneitherpartyshallarguethattherightsoftheCompany or Executive, nor any severance payments or other benefits to which Executive may be entitled, pursuant to the CIC Agreement shall be limited or superseded by anything set forth in this Agreement.
| 5. | Section* *409A. |
(a)Itisintendedthat(i)eachpaymentorinstallmentofpaymentsprovidedunderthis Agreementisaseparate“payment”forpurposesofSection409AoftheInternalRevenueCodeof1986,as
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amended (the “Code”), and (ii) that the payments satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code, including those provided under Treasury Regulations 1.409A-1(b)(4)(regardingshort-termdeferrals),1.409A-1(b)(9)(iii)(regardingthetwo-times,two(2)year exception) and 1.409A-1(b)(9)(v) (regarding reimbursements and otherseparation pay).Notwithstanding anythingtothecontraryherein,if(i) on the date of Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)), Executive is deemed to be a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of the Company, as determined in accordance withtheCompany’s“specified employee”determination procedures,and (ii) any paymentsto be provided to Executive pursuant to this Agreement which constitute “deferred compensation” for purposesofSection 409Aare ormaybecome subjectto the additionaltax underSection409A(a)(1)(B)of the Code or any other taxes or penalties imposed under Section 409A if provided at the time otherwise requiredunderthisAgreement,thensuchpaymentsshallbedelayeduntilthedatethatissix(6)monthsafter the date of Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) or, if sooner, the date of Executive’s death.Any payments delayed pursuant to this Section 5(a) shall bemadein alump sum on the first day of the seventh month following Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) or, if sooner, the date of Executive’sdeath.Notwithstandinganyotherprovisiontothecontrary,aterminationofemploymentwith theCompanyshallnotbedeemedtohaveoccurredforpurposesofanyprovisionofthisAgreementproviding for thepayment of “deferred compensation”(as such term isdefined in Section 409A of the Code and the TreasuryRegulationspromulgatedthereunder)uponorfollowingaterminationofemploymentunlesssuch terminationisalsoa“separationfromservice” from the Company within the meaning of Section 409A of the Code and Section 1.409A-1(h) of theTreasuryRegulationsand, forpurposes ofany suchprovisionof this Agreement, references to a “separation,” “termination,” “termination of employment” or like terms shall mean “separation from service.”
(b)Totheextentthatanyexpenses,reimbursement,fringebenefitorother,similar plan or arrangement in which Executive participates during the term of Executive’s employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A, then such amount shall be reimbursed in accordance with Section 1.409A-3(i)(1)(iv) of the Treasury Regulations, including (i) the amount eligible for reimbursement or payment under such plan or arrangementin onecalendar yearmay not affect the amount eligible forreimbursementorpaymentinany other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (ii) subject to any shorter time periods providedhereinortheapplicableplansorarrangements,anyreimbursementorpaymentofanexpenseunder suchplanorarrangementmustbemadeonorbeforethelastdayofthecalendaryearfollowingthecalendar year in which the expense was incurred, and (iii) the right to any reimbursement or in-kind benefit is not subject to liquidation or exchange for another benefit.
(c)Notwithstandinganyotherprovisiontothecontrary,innoeventshallanypayment under this Agreement that constitutes “deferred compensation” for purposes of Section 409A of the Code and the Treasury Regulations promulgated thereunder be subject to offset by any other amount unless otherwise permitted by Section 409A of the Code.
(d)Fortheavoidanceofdoubt,anypaymentdueunderthisAgreementwithinaperiod followingExecutive’sterminationofemploymentorotherevent,shallbemadeonadateduringsuchperiod as determined by the Company in its sole discretion, and in accordance with Section 409A.
(e)This Agreement shall be interpreted in accordance with, and the Company and Executive will use theirbest effortsto achieve timelycompliance with, Section 409Aofthe Code and the TreasuryRegulationsandotherinterpretiveguidancepromulgatedthereunder,includingwithoutlimitation any such regulations or other guidance that may be issued after the Effective Date of this Agreement.
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| 6. | Non-Competition,* Non-Solicitation, Confidentiality and **Non-*Disclosure. |
6.1Preamble. As amaterial inducement to the Company to enter intothis Agreement, and its recognition of the valuableexperience, knowledge and proprietary information Executive gained from his employment with the Company, Executive warrants and agrees that he will abide by and adhere to the following business protection provisions in this Section 6.
6.2Definitions. For purposes of this Section 6, the following terms shall have the following meanings:
(a)“Competitive Position” shall mean any ownership, investment, employment, consulting, advisory, directorship, agency, promotional or independent contractor arrangement between ExecutiveandanypersonorEntityengaged,whollyorinmaterialpart,orthatisaninvestororprospective investor in an Entity that is engaged, wholly or in material part, within the Territory in the multi-unit restaurant business that offers full-service family or casual or quick-service dining (including, without limitation and by way of example, restaurant concepts such as and including Applebee’s, Bahama Breeze Caribbean Restaurant & Grille, Bob Evans Farms, Bonefish Grill, Buc-ee’s, Buffalo Wild Wings, Burger King, Carl’s Jr., Cheddar’s, Cheesecake Factory, Chili’s, Denny’s, Domino’s, First Watch, Hardee’s, HuddleHouse,IHOP,Logan’sRoadhouse,LonghornSteakhouse,Maggiano’s,McDonald’s,O’Charley’s, Olive Garden, Outback Steakhouse, Red Lobster, Red Robin, Romano’s Macaroni Grill, Ruby Tuesday, Shoney’s, Sizzler, Steak ‘n’ Shake, Taco Bell, Texas Roadhouse, Waffle House, Wendy’s and Western Sizzlin’ or any other segment of the restaurant industry that is competitive with any of the businesses (without regard to the retail component of the business of the Company) engaged in by the Company or any of its subsidiaries or affiliates (collectively, the “CBRL Entities”) during the last twelve months prior totheterminationofthe Executive’semployment withthe Companyor,asofthedateofsuchtermination of employment, the Company or its Subsidiaries are contemplated to become engaged in during the 18-monthperiodfollowingsuchdateoftermination(the“Restricted* *Business”),including,butnotlimitedto, any competitor as identified by the Company through strategic planning and shared with the Executive TeamoftheCompanyinthepast18-monthperiod.NothinghereinshallprohibitExecutivefrom(i)being apassiveowner ofnotmorethan2%oftheoutstandingstockofanyclass ofacorporationthat ispublicly traded,solongasExecutivehasnoactiveparticipationinthebusinessofsuchcorporation;or(ii)becoming employed, engaged, associated or otherwise participating with (A) a separately managed division or subsidiary of a competitive business that does not engage in the Restricted Business (provided that Executive’s services are provided only to such division or subsidiary) or (B) an Entity that is primarily engagedintheretailorhospitalityindustrybutthatconductson-locationcasualorfamilydiningrestaurant or food-service operations that are incidental to its primary business; or (iii) accepting employment with any federal or state government or governmental subdivision or agency.
(b)“Confidential Information” shall mean the proprietary or confidential data, information, recipes, processes, documents or materials (whether oral, written, electronic or otherwise) belonging to or pertaining to any of 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 generallyknowntothecompetitorsoftheCBRLEntities.ConfidentialInformationshallalsoinclude:any items that any of the CBRL Entities have marked “CONFIDENTIAL” or some similar designation or are otherwise identified as being confidential.
(c)“Entity” or “Entities” shall mean any business, individual, partnership, joint venture,agency,governmentalagency,bodyorsubdivision,association,firm,corporation,limitedliability company or other entity of any kind.
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(d)“Restricted Period” with respect to Section 6.3, shall mean four years following theterminationoftheExecutive’semployment;withrespecttoSection* 6.4andSection *6.5,shallmeantwo years following the termination of the Executive’s employment. Notwithstanding the foregoing, the Restricted Period shall be extended for a period of time equal to any period(s) of time that Executive is determined by a final non-appealable judgment from a court of competent jurisdiction to have engaged in any conduct that violates any provision of this Section 6 (the purpose of this provision is to secure for the benefitoftheCompanytheentireRestrictedPeriodbeingbargainedforbytheCompanyfortherestrictions upon the Executive’s activities).
(e)“Territory” shall mean each of the United States of America and any foreign country in which the Company operates its business at the time of the termination of the Executive’s employment.
(f)“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,devices,methods,techniques,drawings,processes,financialdata,financialplans, product plans or lists of actual or potential suppliers that: (i) derives economic value, actual or potential, from not being generallyknown to,and not beingreadilyascertainable by proper meansby, other persons who can obtain economic value from its disclosure or use; (ii) is the subject of efforts that are reasonable underthecircumstancestomaintainitssecrecy;and(iii)anyotherinformationwhichisdefinedasa“trade secret” under applicable law.
(g)“Work Product” shall mean all tangible work product, property, data, documentation, “know-how,” concepts or plans, inventions, improvements, techniques and processes relatingtoanyoftheCBRLEntitiesthatwereconceived,discovered,created,written,revisedordeveloped by Executive during the term of his employment with the Company.
| 6.3 | Nondisclosure;* Ownership of Proprietary *Property. |
(a)InrecognitionoftheneedoftheCBRLEntitiestoprotecttheirlegitimatebusiness interests, Confidential Information and Trade Secrets, Executive hereby covenants and agrees that Executiveshall regard andtreat Trade SecretsandallConfidential Informationasstrictly confidentialand wholly-owned by the CBRL Entities and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce,copy,misappropriateorotherwisecommunicateanysuchitemorinformationtoanythirdparty or Entity for any purpose other than in accordance with this Agreement or as required by applicable law, courtorderorotherlegalprocess:(i)withregardtoeachitemconstitutingaTradeSecret,atalltimessuch information remains a “trade secret” under applicable law, and (ii) with regard to any Confidential Information, for the Restricted Period.
(b)Executiveshall exercise his best effortsto ensurethecontinuedconfidentiality of all Trade Secrets and Confidential Information, and he shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Executive becomes aware. Executive 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.
(c)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.A. § 101 et seq., as amended), and Executive hereby unconditionally and irrevocablytransfersandassignstotheapplicableCBRLEntityallright,titleandinterestExecutive
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currently has or may haveby operation of law or otherwise in or to any Work Product, including, without limitation,allpatents,copyrights,trademarks(andthegoodwillassociatedtherewith),tradesecrets,service marks (and the goodwill associated therewith) and other intellectual property rights. Executive agrees to execute and deliver to the applicable CBRL Entity any transfers, assignments, documents or other instrumentswhichtheCompanymaydeemnecessaryorappropriate,fromtimetotime,toprotecttherights 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.
6.4Non-Solicitation and Non-Interference With Employees. Executive recognizes and acknowledges that, as a result of his employment by Company, he will become familiar with and acquire knowledge of confidential information and certain other information regarding the other executives and employees of the CBRL Entities. Therefore, Executive agrees that, during his employment and the Restricted Period, Executive shall not directly or indirectly do or facilitate any of the following: (i) encourage,solicitorotherwiseattempttoinduceanyemployeeoftheCompanytoleavetheemployofthe Company, or in any way interfere with the relationship between the Company and any employee thereof;
(ii)hireanyindividualwhowasanemployeeoftheCompanyatthetimeoftheterminationofExecutive’s employment with the Company, even if such individual resigns from the Company following the termination of Executive’s employment (a “Company Employee”) unless that person has ceased to be an employee of the Company for at least six months; or (iii) encourage, solicit, or induce any customer, supplier, licensee or other business relation of the Company to cease or materially reduce doing business with the Company, or in any way interfere with the relationship of such customer, supplier, licensee or business relation and the Company (including, without limitation, making any negative or disparaging statements or communications regarding the Company, its products or personnel). Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive from employing an individual (i) with the consent of the Company or (ii) who responds to such general solicitations in publications or on websites, or through the use of search firms, so long as such general solicitations or search firm activities are not targeted specifically at a Company Employee and so long as Executive has nothing to do with identifying theindividualanddoesnotparticipateintherecruitingprocessinanymanner.Forillustrativepurposesand fortheavoidanceofdoubt,Executivemaynot,directlyorindirectlythroughanother person(i)speakwith or exchange texts or emails with any Company Employee regarding any potential job opportunity outside of the Company, (ii) provide references or other information about a Company Employee to another employer with whichExecutive isin any wayaffiliated, or(iii) participateor facilitatetheinterviewing or assessment of a Company Employee for a position or role outside of the Company.
6.5Non-Competition.ExecutivecovenantsandagreestonotobtainorengageinaCompetitive PositionwithintheTerritoryduringtheTermandduringtheRestrictedPeriod.ExecutiveandtheCompany recognize and acknowledge that the scope, area and time limitations contained in this Agreement are reasonableandareproperlyrequiredfortheprotectionofthebusinessinterestsoftheCompanyduetothe Executive’s status and reputation in the industry and the knowledge to be acquired by Executive through his association with the Company’s business and the public’s close identification of Executive with the Company and the Company with Executive. Further, Executive 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. Executive acknowledges and understands that, as considerationforhisexecutionofthisAgreementandhisagreementwiththetermsofthiscovenantnotto compete,ExecutivewillreceiveemploymentwithandotherbenefitsfromtheCompanyinaccordancewith this Agreement.
6.6Other Communications and Non-Disparagement. During the term of Executive’s employmentandindefinitelythereafter,(i)Executivewillnotmakeanymateriallyderogatory,unflattering or disparaging comments, verbally or in writing, about the Company or any of its directors or officers to anyperson,orabouttheCompany’sproducts,services,strategies,investments,capabilitiesorbusiness
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operations generally; and (ii) Executive shall not speak with any analysts or members of the investment community (including shareholders or potential shareholders) about the Company or its businesses or its executives or directors, but shall instead refer all such inquiries to the Company’s investor relations department.Notwithstandingtheforegoing,nothinghereinisintendedtoorshouldbeconstruedtointerfere withExecutive’s(i)obligationstobetruthfulandaccurateunderoath,or(ii)Executive’srightorabilityto respond toa breach bytheCompany of its obligationsunderthis Agreement. Furthermore, nothing herein is intended to deter, interfere with, or discourage Executive from exercising any right to communicate truthfully and in good faith with governmental or regulatory agencies or authorities. Should any such agencies or authorities file a charge, action, complaint or lawsuit against Company based upon any of the claimsreleasedbyExecutiveunderthereleaseattachedheretoorotherwisereleasedinconnectionwiththe terminationofExecutive’semployment,Executiveagreesnottoseekoracceptanyresultingrelieforother pecuniary benefit whatsoever.
6.7Remedies.Executiveunderstandsandacknowledgesthat hisviolationofanyprovisionof thisSection* 6willcauseirreparableharmtotheCompanyandtheCompanywillbeentitledtoaninjunction byanycourtofcompetentjurisdictionenjoiningandrestrainingExecutivefromanyemployment,service, or other act prohibited by this Agreement. The parties agree that nothing in this Agreement shall be construed as prohibiting the Company from pursuing any remedies available to it for any breach or threatenedbreachofanyprovisionofthisSection 6*,including,withoutlimitation,therecoveryofdamages from Executive or any person or entity acting in concert with Executive. The Company shall receive injunctive relief without the necessity of posting bond or other security, such bond or other security being herebywaivedbyExecutive.Ifanypartofanyprovisionofthis*Section 6isfoundtobeunreasonable,then it may be amended by appropriate order of a court of competent jurisdiction to the extent deemed reasonable.Furthermoreandinrecognitionthatcertainseverancepaymentsarebeingagreedtoinreliance upon the Executive’s compliance with this Section 6 after termination of his employment, in the event Executive breaches any of such business protection provisions or other provisions of this Agreement, any unpaid amounts (e.g., those provided under Section 3) shall be forfeited, and the Company shall not be obligated to make any further payments or provide any further benefits to Executive following any such breach. Additionally, if Executive breaches any of such business protection provisions or other provisions of this Agreement or suchprovisions are declared unenforceable by a court of competent jurisdiction, any paymentsmadepursuanttoSection **3(c)(i)(B)*shallberefundedbyExecutivetotheCompanyonapro-rata basisbaseduponthenumberofmonthsduringtheRestrictedPeriodduringwhichheviolatedtheprovisions of this Section 6 or, in the event any such provisions are declared unenforceable, the number of months during the Restricted Period that the Company did not receive their benefit as a result of the actions of Executive. Executive agrees and acknowledges that the opportunity to receive the severance benefits described in Section 3(c), conditioned upon his ongoing fulfillment of his obligations in this Agreement, constitute sufficient consideration for his release of claims against the Company contained within the Release,regardlessofwhethertheExecutive’sentitlementtotheseverancepaymentssetforthinanyofthe foregoing Articles or other benefits is forfeited in accordance with this Section 6.6.
7.Notices. All notices and other communications hereunder shall be in writing in one of the following formats and shall be deemed given (a) upon actual delivery if personally delivered to the party tobenotified;(b)whensent,whensentbyemailtothepartytobenotified;provided,* however, thatnotice given by email shall not be effective unless (i) such notice specifically states that it is being delivered pursuanttothisSection** 7andeither(ii)(A)aduplicatecopyofsuchemailnoticeispromptlygivenbyone of the other methods described in this Section 7 or (B) the receiving party delivers a written confirmation or acknowledgement of receipt for such notice either by email (excluding automated replies) or any other methoddescribedinthisSection *7,or(c)whendeliveredifsentbyacourier(withconfirmationofdelivery); in each case to the party to be notified at the following address:
IftotheCompany,to:
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CrackerBarrelOldCountryStore,Inc. Attn: General Counsel
POBox787
305HartmannDrive
Lebanon,TN37088-0787 If to Executive, to:
hisaddressonrecordwiththeCompany.
8.No* Effect On Other *Arrangements.Itisexpresslyunderstoodandagreedthatthepayments made in accordance with this Agreement are in addition to any other benefits or compensation to which Executive may be entitled or for which he may be eligible, whether funded or unfunded, by reason of his employment with the Company. Notwithstanding the foregoing, the provisions in Section 3 regarding benefitsthat Executivewillreceive upon hisemployment beingterminatedsupersede and areexpresslyin lieu of any other severance program or policy that may be offered by the Company, except with regard to any rights Executive may have pursuant to the CIC Agreement or the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.
9.Waiver of Breach. The waiver by any party of any provision of this Agreement shall not operateorbeconstruedasawaiverofanysubsequentbreachbyanyotherparty.Nowaiverofanyprovision of this Agreement shall be implied from any course of dealing between the parties or from any failure by any party hereto to assert any rights hereunder on any occasion or series of occasions.
10.Entire Agreement; Amendment. This Agreement contains the entire agreement of the partiesrelatingtothesubjectmatterhereinandsupersedesinfullandinallrespectsanypriororalorwritten agreement,arrangement orunderstanding betweentheparties withrespecttotheExecutive’semployment withtheCompany,includingwithoutlimitation,asoftheEffectiveDate,theSeveranceAgreementbetween Executive and the Company. This Agreement may not be amended or changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought.
11.Controlling Law; Jurisdiction; Venue. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construedinaccordancewith,thelawsoftheStateofTennessee,withoutgivingeffecttoanychoiceoflaw orconflictoflawrulesorprovisions(whetheroftheStateofTennesseeoranyotherjurisdiction)thatwould cause the application of the laws of any jurisdiction other than the State of Tennessee.
12.Arbitration. Any dispute or controversy between the Company and Executive, whether arisingout of orrelatingtothis Agreement,thebreachofthis Agreement, or otherwise,shall besettledby arbitrationadministeredinaccordancewiththeCommercialArbitrationRulesoftheAmericanArbitration Association (“AAA”) then in effect, and judgment on the award renderedbythearbitratormaybeentered inanycourthavingjurisdiction.Anyarbitrationshallbeheldbeforeasinglearbitratorwhoshallbeselected by the mutual agreement of the Company and Executive, unless the parties are unable to agree to an arbitrator, in which case, the arbitrator will be selected by the then President of the Tennessee Bar Association. The arbitratorshall havetheauthoritytoawardanyremedyorreliefthatacourtofcompetent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable reliefuntil thearbitrationawardisrenderedorthecontroversyisotherwiseresolved.Exceptasnecessaryin
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courtproceedingstoenforcethisarbitrationprovisionoranawardrenderedhereunder,ortoobtaininterim relief or as required by law, neither a party nor an arbitrator may disclose the existence, content or results ofanyarbitrationhereunderwithoutthepriorwrittenconsentoftheCompanyandExecutive.TheCompany and Executive acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding any choice of law provision included in this Agreement the United States Federal ArbitrationActshallgoverntheinterpretationandenforcementofthisarbitrationprovision.Thearbitration proceeding shall be conducted in Nashville, Tennessee or such other location to which the parties may agree.TheCompanyshallpaythecostsofthearbitration,includingallfeesandexpensesofanyarbitrator appointed hereunder.
| 13. | Successors. |
(a)This Agreementis personalto Executive and without thepriorwrittenconsent of the Company shall not be assignable by Executive otherwise than by will or the laws of descent and distribution.ThisAgreementshallinuretothebenefitofandbebindingupontheCompanyandits successors and assigns.
(b)TheCompanywillrequireanysuccessor (whether direct orindirect,bypurchase, merger,consolidationorotherwise)toallorsubstantiallyallofthebusinessand/orassetsoftheCompanyto assumeexpresslyandagreetoperformthisAgreementinthesamemannerand to the same extent that the Companywouldberequiredtoperformitifnosuchsuccessionhadtakenplace.AsusedinthisAgreement, “Company”shallmeantheCompanyashereinbeforedefinedandanysuccessortoitsbusinessand/orassets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.
14.No Right of Set-off. The existence of any claim, demand, action or cause of action by ExecutiveagainsttheCompanywhetherpredicateduponthisAgreementorotherwise,shallnotconstitute a defense to the enforcement by the Company of any of its rights hereunder.
15.Survival.TheobligationsofthepartiespursuanttoSection* 3*,*Section 5*,*Section 6*,Section 7,*Section 8*,*Section 9*,*Section 10*,*Section 11*,*Section 12*,*Section 13*,*Section 14*,this*Section *15,Section 16 and Section 17, as applicable, shall survive the termination of the Executive’s employment and any termination of this Agreement.
16.Severability.IfanyprovisionofthisAgreementortheapplicationofanysuchprovisionto any party or circumstances will be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such personorcircumstancesotherthanthosetowhichitissodeterminedtobeinvalidandunenforceable,will notbeaffectedthereby,andeachprovisionhereofwillbevalidatedandwillbeenforcedtothefullestextent permitted by law.
17.Headings. The sections, subjects and headings in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.
[signature* page to *follow]
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INWITNESSWHEREOF,thepartiesheretohaveexecutedthisAgreementasofthedayandyear first written above.
| | ||
| | EXECUTIVE: | |
| | | |
| /s/ Doug Hisel | ||
| | DougHisel | |
| | | |
| | |||
| | COMPANY: | ||
| | | ||
| | Cracker Barrel Old Country Store, Inc. | ||
| | | ||
| By: | /s/ Jennifer Lankford | ||
| | Name: | Jennifer Lankford | |
| | Title: | Senior Vice President, General Counsel and Corporate Secretary |
[Signature* Page to Employment *Agreement]
Exhibit** **A
To** Retention and Severance Agreement**
RELEASE
THIS RELEASE** (this “Release”) is made and entered into by and between DOUG HISEL (“Executive”)andCRACKER BARREL OLD COUNTRY STORE, **INC.anditssuccessorsorassigns (the “Company”). The Company and Executive are collectively referred to herein as the “Parties.”
WHEREAS,ExecutiveandtheCompany haveagreed that Executive’s employment with Company
shall terminate on ;
WHEREAS, Executive and the Company have previously entered into that certain Retention and Severance Agreement, dated June 29, 2026 (the “Agreement”), and this Release is incorporated therein by reference;
WHEREAS, Executive and the Company desire to delineate their respective rights, duties and obligationsattendanttosuchterminationanddesiretoreachanaccordandsatisfactionofallclaimsarising fromExecutive’semployment,andhisterminationofemployment,withappropriatereleases,inaccordance with the Agreement;
WHEREAS,theCompanydesirestocompensateExecutiveinaccordancewiththeAgreementfor service he has or will provide for the Company;
NOW, THEREFORE, in consideration of the premises and the agreements of the Parties set forth inthisRelease,andothergoodandvaluableconsideration,thereceiptandsufficiencyofwhicharehereby acknowledged, the Parties hereto, intending to be legally bound, hereby covenant and agree as follows:
1.Claims Released Under This Agreement. In exchange for the opportunity to receive the severancebenefitsdescribedinSection3(c)(i)(B)oftheAgreementandexceptasprovidedinSection* *2of this Release, subject to his fulfillment of his ongoing obligations under the Agreement, Executive hereby voluntarily and irrevocably waives, releases, dismisses with prejudice, and withdraws all claims, complaints, suits or demands of any kind whatsoever(whether known or unknown) which Executive ever had,mayhave,ornowhasagainsttheCompanyandothercurrentorformersubsidiariesoraffiliatesofthe Company and their past, present and future officers, directors, employees, agents, insurers and attorneys (collectively, the “Released Parties”), arising out of or relating to (directly or indirectly) Executive’s employmentortheterminationofhisemploymentwiththeCompany,oranyothereventoccurringpriorto the execution of this Release, including, but not limited to:
(a)claims for violations of the Dodd-Frank Wall Street Reform and Consumer Protection Act of2010,TitleVIIoftheCivilRightsActof1964,theAgeDiscriminationinEmploymentActof1967,the CivilRightsActof1866,theCivilRightsActof1991,theOlderWorkers’BenefitProtectionActof1990, the Americans With Disabilities Act, the Equal Pay Act of 1963, the Family and Medical Leave Act, 42
U.S.C.§1981,theWorkerAdjustmentandRetrainingNotificationAct,theNationalLaborRelationsAct, the Labor Management Relations Act, Executive Order 11246, Executive Order 11141, the Rehabilitation Act of 1973, or the Employee Retirement Income Security Act, the Tennessee Human Rights Act, the Tennessee Disability Act, the Genetic Information Nondiscrimination Act, or any other law relating to discrimination or retaliation in employment (in each case, as amended);
| (b) | claimsforviolationsofanyotherfederalorstatestatuteorregulationorlocalordinance; |
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(c)claims for lost or unpaid wages, compensation or benefits, defamation, intentional or negligent infliction of emotional distress, assault, battery, wrongful or constructive discharge, negligent hiring, retention or supervision, misrepresentation, conversion, tortious interference, breach of contract or breach of fiduciary duty;
(d)claims to benefits under any bonus, severance, workforce reduction, early retirement, outplacement or any other similar type plan sponsored by the Company; or
| (e) | anyotherclaimsunderstatelawarisingintortorcontract. |
2.Claims Not Released Under This Agreement. In signing this Release, Executive is not releasinganyclaimsthat(a)enforce hisrightsundertheAgreement,(b)ariseoutofeventsoccurringafter the date Executive executes this Release, (c) arise under any written non-employment related contractual obligations between the Company or its affiliates and Executive which have not terminated as of the execution date of this Release by their express terms, (d) arise under a policy or policies of insurance (includingdirectorandofficerliabilityinsurance)maintainedbytheCompanyoritsaffiliatesonbehalfof Executive, (e) relate to any indemnification obligations to Executive under the Company’s bylaws, certificate ofincorporation,Tennesseelawor otherwise, or (f)relate to vestedrights to pension,401(k) or other benefits under the Company employee benefit plans. However, Executive understands and acknowledges that nothing herein is intended to or shall be construed to require the Company to institute or continue in effect any particular plan or benefit sponsored by the Company, and the Company hereby reserves the right to amend or terminate any of its benefit programs at any time in accordance with the procedures set forth in such plans. Nothing in this Release shall prohibit Executive from engaging in protectedactivitiesunderapplicablelaworfromcommunicating,eithervoluntarilyorotherwise,withany governmental agency concerning any potential violation of law.
3.No Assignment of Claim. Executive hereby represents that he has not assigned or transferred, or purported to assign or transfer, any claims or any portion thereof or interest therein to any Party prior to the date of this Release.
4.No* Admission Of *Liability.ThisReleaseshallnotinanywaybeconstruedasanadmission by the Company or Executive of any improper actions or liability whatsoever as to one another, and each specificallydisclaims anyliabilitytoorimproperactions againstthe otheroranyother person, onthepart of itself or herself, its or his representatives, employees or agents.
5.*No Current Claims. *Executive represents and warrants that Executive has not filed any complaint(s) or charge(s) against the Company or the other Released Parties with the EEOC or the state commissionempoweredtoinvestigateclaimsofemploymentdiscrimination,theUnitedStatesDepartment ofLabor,orwithanyotherlocal,state,orfederalagencyorcourtorthatExecutivehasdisclosedinwriting to the Company any such complaint(s) or charge(s).
6.Disclosure.Executiveacknowledgesandwarrantsthat,thatexceptaspreviouslydiscussed (whether orally or in writing) with the Board or internal or external Company counsel, Executive is not awareofanymattersforwhichExecutivewasresponsibleorwhichcametotheExecutive’sattentionasan employee of the Company that might give rise to, evidence or support any claim of illegal conduct, regulatory violation, unlawful discrimination, retaliation or other cause of action against the Company.
7.Company Property. All records, files, lists, including computer generated lists, data, drawings, documents, equipment and similar items relating to the Company’s business that Executive generated or received from the Company remains the Company’s sole and exclusive property. Executive agreestopromptlyreturntotheCompanyallpropertyoftheCompanyinhispossession.Executivefurther
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represents that he has not copied or caused to be copied, printed out, or caused to be printed out any documents or other material originating with or belonging to the Company. Executive additionally represents that he will not retain in his possession any such documents or other materials.
8.Cooperation.ExecutivewillprovidereasonablecooperationtotheCompany,allReleased Parties and their respective counsel at all times in any internal or external claims, charges, audits, investigations,and/orlawsuitsinvolvingtheCompanyand/oranyotherReleasedPartyofwhichExecutive may have knowledge or in which Executive may be a witness, it being understood that requests for reasonable cooperation shall not unreasonably interfere with Executive’s personal or other professional responsibilities. Such reasonable cooperation includes meeting with the Company representatives and counsel to disclose such facts as Executive may know; preparing with the Company’s counsel for any deposition, trial, hearing, or other proceeding; attending any deposition, trial, hearing or other proceeding to provide truthful testimony. The Company agrees to reimburse Executive for reasonable out-of-pocket expenses incurred by Executive in the course of complying with this obligation. Nothing in this Section 8 should be construed in any way as prohibiting or discouraging Executive from testifying truthfully under oath as part of, or in connection with, any such proceeding.
9.Acknowledgement of Waiver of Claims under ADEA. Executive acknowledges that this ReleasewaivesanyandallclaimsthatExecutivemayhaveunderthe** ADEA forclaimsarisingpriortothe executionofthisReleaseandthatExecutive’sagreementtowaivesuchclaimsandallotherclaimsreleased underthetermsofthisReleaseismadeknowinglyandvoluntarily.ExecutiveacknowledgesthatExecutive would not be entitledto theseverance benefits but forExecutive’s non-revoked execution of this Release. Executive further acknowledges that (a) he has been advised that he should consult with an attorney priortoexecutingthisRelease,(b)hehasbeengiventwenty-one (21) days within which to consider ****this Release **before executing it, (c) he has been given at least **seven (7) days **following the execution of this Release **to revoke this Release **(the “Revocation Period”) by providing written notice of revocation in accordancewithSection7oftheAgreement,and(d)hewasnotcoerced,threatenedorotherwiseforcedto signthis Release,andthathissignatureappearinghereinafterisknowing and voluntary. Executivefurther acknowledges that upon expiration of the Revocation Period, this Release will be binding upon him, his heirs, administrators, representatives, executors, successors and assigns and the Release will become irrevocable.
10.Severability. All provisions of this Release are intended to be severable. In the event any provision or restriction contained herein is held to be invalid or unenforceable in any respect, in whole or in part, such finding shall in no way affect the validity or enforceability of any other provision of this Release. The Parties further agree that any such invalid or unenforceable provision shall be deemed modifiedsothatitshallbeenforcedtothegreatestextentpermissibleunderlaw,andtotheextentthatany court or arbitrator of competent jurisdiction determines any restriction herein to be unreasonable in any respect, such court or arbitrator may limit this Release to render it reasonable in the light of the circumstances in which it was entered into and specifically enforce this Release as limited.
11.Specific Performance. If a court of competent jurisdiction determines that Executive has breachedorfailedtoperformanypartofthisRelease,theExecutiveagreesthatCompanyshallbeentitled to seek injunctive relief to enforce this Release, to the extent permitted by applicable law.
12.Restrictive Covenants. Executive acknowledges that he entered into restrictive covenants in Section 6 of the Agreement, and that in accordance with the terms of the Agreement, he is subject to those obligations as they remain in full force and effect following Executive’s separation of employment with the Company.
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13.No Waiver. Should the Company fail to require strict compliance with any term or condition of the Agreement or this Release, such failure shall not be deemed a waiver of such terms or conditions, nor shall the Company’s failure to enforce any right it may have preclude it from thereafter enforcing its rights under the Agreement or this Release. Waiver of any one breach shall not be deemed a waiver of any other breach of the same or any other provision of the Agreement or this Release.
14.Entire Agreement. This Release constitutes the entire understanding of the Parties regarding the subject matter of this Release, supersedes all prior oral or written agreements on the subject matterofthisReleaseand cannotbemodifiedexceptby a writing signed by allPartiesinaccordance with Section 18 below.
15.Binding Effect. This Release inures to the benefit of, and is binding upon, the Parties and their respective successors and assigns.
16.Captions.ThecaptionstothevarioussectionsofthisReleaseareforconvenienceonlyand are not part of this Release.
17.Counterparts. This Release may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute the same agreement.
18.Amendments. Any amendment to this Release must be in writing and signed by duly authorized representatives of each of the Parties hereto and must expressly state that it is the intention of each of the Parties hereto to amend the Release.
19.Governing Law. This Release shall be governed by and construed in accordance with the laws of the State of Tennessee without reference to principles of conflict of laws.
20.Exclusive* Jurisdiction and *Venue.TheappropriatestateorfederalcourtinWilsonCounty, Tennessee will be the exclusive jurisdiction and venue for any dispute arising out of this Release. The parties voluntarily submit to the jurisdiction of these courts for any litigation arising out of or concerning the application, interpretation or any alleged breach of this Release.
INWITNESSWHEREOF,thepartiesheretohaveexecutedthisReleaseasofthedayandyearfirstwritten above.
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AcknowledgedandAgreedTo:
“COMPANY”
CRACKERBARRELOLDCOUNTRYSTORE,INC.
| | | | | | | |
| | | | ||||
| | | | ||||
| By: | | | | | ||
| | Name: | | | | | |
| | Title: | | | | | |
| | Date: | | | | | |
I** UNDERSTAND THAT BY SIGNING THIS RELEASE, I AM GIVING UP RIGHTS I **MAY HAVE. I UNDERSTAND THAT I DO NOT HAVE TO SIGN THIS RELEASE.
“EXECUTIVE”
| | | | | | ||
| | | | ||||
| DougHisel | | | ||||
| | | | | |||
| Date: | | | | | | |
| | | | | | |
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