Evans Farms, Inc. and Affiliates Third Amended and Restated Supplemental Executive RetirementPlan (the “SERP”). Employee acknowledges and agrees that the Company has paid Employee all wages,salary, benefits and other compensation (including any accrued but unpaid vacation pay) to whichEmployee is entitled and owed. Moreover, except as provided for in this Agreement, Employee shallnot be entitled to receive any other compensation or benefits of any sort from the Company, itsaffiliates, or their respective officers, directors, employees, agents, insurance companies,attorneys, shareholders, or subsidiaries for, without limitation, salary, vacation, bonuses, stock,stock options, health care continuation coverage or any other compensation or benefits. Employeealso understands and agrees that, by entering into this Agreement, any and all rights Employee had,have or may hereafter have, under any and all change in control agreements between Employee and theCompany are hereby revoked, extinguished and released.     4. Confidential Information.          4.1 Without the written consent of the Company, Employee shall not use or divulge, furnish,disclose or make accessible (other than for the benefit of the Company and its affiliates) to anyperson or organization for use in any way any Confidential Information (as defined herein) of theCompany or its affiliates.          4.2 As used in this Agreement, “Confidential Information” means any and all confidential orproprietary information of the Company and its affiliates, including without limitation: tradesecrets (as defined by the laws of the State of Ohio); business plans; financial information;accounting data; employment or employee-related information; marketing plans and information; salesinformation (including sales records, plans and projections); pricing information; supplier andcustomer (current and prospective) information; product information (including new products,recipes, formulas and samples); information related to the sitting of new or existing restaurants;information related to the design or construction of the Company’s restaurants or plants;manufacturing processes; hiring and recruitment information; all information relating to theCompany’s goods and services; research and development information; legal information (includinglegal issues, cases and strategies) or other information, technology, data and materials, disclosedverbally or in writing by the Company and its affiliates to Employee. “Confidential Information”does not include information that is or becomes generally available to the public, other thanthrough disclosure by Employee.          4.3 Employee acknowledges that any information shall be presumed to be ConfidentialInformation if the Company takes or has taken measures designed to prevent it, in the ordinarycourse of business, from being available to persons other than those selected by the Company tohave access thereto for limited purposes.          4.4 All information disclosed to Employee or to which Employee obtains or has obtained accessto during the period of Employee’s employment, which Employee has a reasonable basis to believe tobe Confidential Information, shall be presumed to be Confidential Information.
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          4.5 Upon Employee’s retirement from the Company, all records of Confidential Information,including, but not limited to, all notes, memos, plans, records, letters, reports or other tangiblematerials, including copies thereof in Employee’s possession, and including any and all documentsand copies thereof provided to Employee’s attorney, whether prepared by Employee or by others,shall be left with, or delivered by Separation Date to the Company. Notwithstanding the foregoing,Employee may retain any and all documents relating to his compensation and benefits, including, butnot limited to, documents relating to the health insurance plan, outstanding equity awards, the401(k) Retirement Plan, the BEEDP, and the SERP.          4.6 Employee agrees, unless compelled by legal process, not to discuss with any person orentity, including any current, future or former employees of the Company and its affiliates(collectively, “Company Employees”), their attorney(s) or other representatives, any informationconcerning: (a) the existing, former or potential claims of any Company Employees against theCompany and/or any of its affiliates, and its or their past present or future stockholders,officers, directors, parents, subsidiaries, divisions, successors, assigns, employees, managers,members, agents or representatives (collectively, “Related Parties”) or (b) any ConfidentialInformation, including the business sensitive policies, personnel or business practices of Companyand its Related Parties. If Employee is compelled to give testimony pursuant to legal process,Employee shall immediately notify the Company as soon as Employee becomes aware of such legalprocess pursuant to Section 21.          4.7 Employee understands and agrees that, even after his employment with the Company ends, heis still bound by the provisions of the Company’s “Policy Statement Against Insider Trading,” whichprovides, in relevant part, that:This Policy Statement continues to apply to your transactions inour securities even after your service with us ends. If you areaware of material nonpublic information when your service withus ends, you may not trade in our securities until thatinformation has become public or is no longer material.     5. Cooperation. Employee agrees to cooperate fully with the Company in its defense ofany lawsuit filed over matters that occurred during the tenure of Employee’s employment with theCompany, and agrees to provide full and accurate information with respect to same. Employeefurther agrees not to counsel or otherwise assist any party in investigating, pursuing,prosecuting, or maintaining any claim, charge, or lawsuit against the Company or any of its RelatedParties, and will not provide any information to any outside parties concerning the Company and itsRelated Parties, unless compelled to do so by valid subpoena or other court order, and in such caseonly after first notifying the Company in advance of such subpoena or court order.     6. Non-Competition. During the one-year (1) period following the Employee’sSeparation Date, Employee shall not, without the prior written consent of the Company, engage,either directly or indirectly, as a principal or for his own account or solely or jointly withothers, or as a stockholder or equity owner of, or officer, director, employee or consultant of,any
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corporation or other entity that is engaged in any state within the United States of America(i) in the development or operation of “family dining” restaurants, including without limitationCracker Barrel Old Country Store, Inc., Golden Corral Corporation, DineEquity, Inc., Friendly IceCream Corporation and Denny’s, Inc. or (ii) in the manufacture or sale of food products that arethe same or similar to those food products manufactured or sold by the Company on the effectivedate of this Agreement, including fresh and frozen sausage products, refrigerated side dishes, andfrozen convenience food items, including without limitation Sara Lee Corporation, Odom’s TennesseePride Sausage, Inc., and Reser’s Fine Foods, Inc. (each, a “Competing Business”); provided, thatsubsection (ii) of this Section 6 shall not apply to a Competing Business primarily engaged in themanufacture or sale of smoked sausage products and nothing herein shall prohibit the acquisition byEmployee of an interest representing one percent (1%) or less of the outstanding shares of anypublicly-traded corporation engaged in a Competing Business.     7. Agreement Not to Solicit Employees. Employee agrees that during the one-year (1)period following his retirement from the Company, he shall not, either directly or indirectly, onhis own behalf or in the service or on behalf of others, solicit or divert, or attempt to solicitor divert any person then employed by the Company or any of its affiliates.     8. Agreement Not to Hire Certain Employees. Employee agrees that during the one-year(1) period following his retirement from the Company, he shall not, either directly or indirectly,on his own behalf or in the service or on behalf of others, hire or attempt to hire any person thenemployed by the Company or any of its affiliates as an officer, Area Director, Market Partner orMarket Coach.     9. No Disparagement. Employee agrees that he shall not make or publish any statement(orally or in writing) that becomes or reasonably could be expected to become publicly known orotherwise impact the Company’s business, or instigate, assist or participate in the making orpublication of any such statement, which would libel, slander or disparage (whether or not suchdisparagement legally constitutes libel or slander) the Company or any person affiliated with theCompany, or the reputations of any of its past or present shareholders, officers, directors,agents, representatives and employees. Except as necessary to communicate to its Board ofDirectors and/or its officers the circumstances surrounding Employee’s retirement, the Companyagrees that it shall not make or publish any statement (orally or in writing) that becomes orreasonably could be expected to become publicly known or otherwise impact Employee’s subsequentemployment, business ventures, or reputation, or instigate, assist or participate in the making orpublication of any such statement, which would libel, slander or disparage (whether or not suchdisparagement legally constitutes libel or slander) Employee.     10. Release of Claims.          10.1 In consideration of the receipt of the sums and covenants stated herein, Employee doeshereby, on behalf of himself, his heirs, administrators, executors, agents, and assigns, foreverrelease, requite, and discharge the Company and its Related Parties, from any and all charges,claims, demands, judgments, actions, causes of action, damages, expenses, costs, attorneys’ fees,and liabilities of any kind whatsoever, whether known or unknown, vested or
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 contingent, in law, equity or otherwise, which Employee has ever had, now has, or mayhereafter have against said Company and its Related Parties for or on account of any matter, causeor thing whatsoever which has occurred prior to the date Employee signed this Agreement, including,without limitation of the generality of the foregoing, any and all claims which are related toEmployee’s employment with the Company and the termination thereof, and any and all rights whichEmployee has or may have under the Age Discrimination in Employment Act, as amended; the OlderWorker Benefit Protection Act; Title VII of the Civil Rights Act of 1964, as amended by the EqualEmployment Opportunity Act of 1972; the Civil Rights Act of 1991; the Employee Retirement IncomeSecurity Act, 29 U.S.C. §1001 etseq.; 42 U.S.C. §1981; the Americans WithDisabilities Act; Ohio Revised Code Sections 4101.17 and 4112.02 etseq. and otherfederal and state statutes which regulate employment; and the laws of contract, torts, and othersubjects. Nothing contained herein shall be construed as a waiver or release of Employee’s accruedand vested rights in the Company’s 401(k) Retirement Plan, any outstanding equity awards, theBEEDP, or the SERP.          10.2 It is hereto agreed that this Agreement constitutes, among other things and except to theextent that rights are retained as noted above, a full and complete release of any and all claimswhich Employee may have against the Company and its Related Parties, upon or by reason of anymatter or thing whatsoever which has occurred prior to the signature date of this Agreement,including without limitation all age discrimination claims under the Age Discrimination inEmployment Act, as amended, and it is the intention of the parties hereto that this Agreement isand shall be a complete and absolute defense to anything released hereunder. Employee expresslyand knowingly waives his rights to assert any claims against the Company and its Related Partiesthat are released hereunder, and covenants not to sue the Company and its Related Parties basedupon any claims released hereunder.     11. No Acknowledgement of Liability. It is understood that this Agreement is, amongother things, a compromise of disputed claims, and no party, by entering into this Agreement,acknowledges the validity of the other’s claims or defenses, and the above-mentioned payments andcovenants are not, and should not be construed as, an admission or acknowledgment by the Company orits Related Parties of any liability whatsoever to Employee or any other person or entity.     12. Remedies for Breach by Employee. Employee agrees that it would be difficult tocompensate the Company fully for damages for any violation of the provisions of this Agreement,including without limitation the provisions of Sections 4, 6, 7 and 8. Employee agrees that anybreach of this Agreement by Employee would cause the Company and/or its affiliates great andirreparable injury and damage, the actual amount of which cannot be reasonably or adequatelycompensated in damages in an action at law. Employee acknowledges that the Company shall,therefore, be entitled, in addition to any other remedies that it may have under this Agreement orat law, to receive injunctive and other equitable relief (including without limitation specificperformance) to enforce any of the rights and privileges of the Company or any of the covenants orobligations of the Employee hereunder. In addition to any and all other remedies available to theCompany, Employee agrees that the Company shall be entitled to recover from Employee liquidateddamages in an amount no less than Seventy-Five Thousand, Eight Hundred Dollars ($75,800.00) perbreach of this Agreement. Nothing
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contained herein, and no exercise by the Company of any right or remedy, shall be construed asa waiver by the Company of any other rights or remedies that the Company may have. Further, ifEmployee can demonstrate that the Company breached the terms of this Agreement, the Company agreesto pay Employee for any damages proven and suffered as a result of such breach.     13. Employee’s Acknowledgements.          13.1 Employee states and represents that he has carefully read this Agreement and knows thecontents thereof, and that he has executed the same as his own free act and deed.          13.2 Employee acknowledges that he has been and is hereby advised in writing to consult withan attorney concerning this Agreement and that he had the opportunity to seek the advice of legalcounsel in connection with the negotiation and execution of this Agreement. Employee furtheracknowledges that he has had the opportunity to ask questions about each and every provision ofthis Agreement and that he fully understands the effect of the provisions contained in thisAgreement upon his legal rights. Employee acknowledges that he has been given at least 21 days toconsider the terms of this Agreement before signing it, and that he may revoke his signature at anytime before the expiration of seven (7) days after he signs and returns this Agreement. ThisAgreement does not take effect until eight (8) days after he signs it. If Employee intends torevoke his signature, he shall notify the Company pursuant to Section 21.          13.3 Employee agrees that he has: (i) received all compensation due him as a result ofservices performed for the Company with the receipt of his final paycheck; (ii) reported to theCompany any and all work-related injuries incurred by Employee during him employment by theCompany; and (iii) been properly provided any leave of absence due to his or a family member’shealth condition and has not been subjected to any improper treatment, conduct or actions due to arequest for or taking such leave.     14. Governing Law. This Agreement shall be governed by and construed and enforced inaccordance with the laws of the State of Ohio. If any provision or provisions hereof shall at anytime be found or declared invalid or unenforceable, such finding or declaration shall not impairthe remaining provisions hereof, but the same shall remain valid and enforceable.     15. Successors and Assigns. Employee’s obligations and agreements under thisAgreement shall be binding on the Employee’s heirs, executors, legal representatives and assignsand shall inure to the benefit of any successors and assigns of the Company. The Company’sobligations and agreements under this Agreement shall be binding upon the Company’s affiliates,divisions, successors, and assigns and shall inure to the benefit of Employee’s heirs, executors,and assigns.     16. Entire Agreement; Amendment. This Agreement constitutes the entire agreementbetween the parties hereto in respect of the subject matter hereof and this Agreement supersedesall prior and contemporaneous agreements between the parties hereto in connection with the subjectmatter hereof, except as otherwise provided herein. No change, termination or attempted
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waiver of any of the provisions of this Agreement shall be binding on any party hereto unlessin writing and signed by the party affected.     17. Waiver. The failure of any party hereto to enforce at any time any of theprovisions of this Agreement shall in no way be construed to be a waiver of any such provision, norin any way to affect the validity of this Agreement or any part thereof or the right of any partythereof to enforce each and every such provision. No waiver or any breach of this Agreement shallbe held to be a waiver of any other or subsequent breach.     18. Interpretation. In this Agreement, (a) the word “including” means includingwithout limiting the generality of any description preceding such term and (b) references to anyagreement or plan means such agreement or plan as amended and modified and in effect from time totime in accordance with the terms of such agreement or plan.     19. Withholding Taxes. The Company may withhold from all compensation payable pursuanthereto all sums required to be withheld under all federal, state and city laws, or governmentalregulation or ruling, with respect to payment of compensation, benefits or perquisites.     20. Severability. To the extent any provision of this Agreement shall be invalid orunenforceable, it shall be considered deleted and the remainder of such provision and of thisAgreement shall be unaffected and shall continue in full force and effect. In furtherance and notin limitation of the foregoing, should the duration or geographical extent of, or businessactivities covered by any provision of this Agreement be in excess of that which is valid andenforceable under applicable law, then such provision shall be construed to cover only thatduration, extent or activities which may validly and enforceably be covered. Employee acknowledgesthe uncertainty of the law in this respect and expressly stipulates that this Agreement shall begiven the construction that renders the provisions valid and enforceable to the maximum extent (notexceeding its express terms) possible under applicable law.     21. Notices. All notices or other communications required or permitted hereundershall be in writing and shall be deemed given or delivered when delivered personally or four (4)days after being mailed by registered or certified mail, return receipt requested, or one (1) dayafter being sent by private overnight courier addressed as set forth below, or if sent by facsimiletransmission, on the first business day after transmission provided that an original copy has beendeposited in the U.S. mail:If to Employee, to:Roger D. Williams________________________________________Fax:With a copy to: