exhibit101.htm


    Exhibit
10.1

     

    CRACKER
BARREL OLD COUNTRY STORE, INC.

    CORPORATE
POLICY

    
      
        
          
            	
                    SUBJECT:

                    SEVERANCE
      BENEFITS POLICY

                  	
                    ORIGINATING
      DEPARTMENT:

                    HUMAN
      RESOURCES

                  	
                    NUMBER

                    CBRLSEV-2

                  
	
                    INITIATED
      BY:

                    BOARD OF DIRECTORS

                    APPROVED
      BY:

                    BOARD OF
    DIRECTORS

                  	
                    DATE
      ISSUED:

                    February
      19, 2009

                  	
                    SUPERSEDES:

                    CBRLSEV-1

                  


          

        

      

    

    


    


    I.           PURPOSE/POLICY

    


    
      
        	
                 
      

              	
                It
      is the policy of Cracker Barrel Old Country Store, Inc. to provide
      severance benefits to Employees in certain circumstances which result in
      involuntary termination from Company employment.  Severance
      benefits are intended to provide loss of income protection and to assist
      in bridging financial gaps while a terminated Employee seeks other
      employment.  The base severance benefits provided to eligible
      Employees under the terms of this policy are determined by job
      classification and length of Company service.  All severance
      benefits provided under the terms of this policy are “self-funded” and
      paid from the general assets of Cracker Barrel Old Country Store,
      Inc.

              
	 	 
	 	This
      policy supersedes and replaces any prior severance benefit policy,
      program, or practice, written or oral, established or issued by Cracker
      Barrel Old Country Store, Inc. or any of its
  affiliates.


      

    

     

    II.          EMPLOYEES COVERED BY THE
POLICY

    


    
      	
               
      

            	
              A.

            	
              All
      full time home office Employees (32 hours or more per week) of
      Cracker Barrel Old Country Store, Inc. or any of its affiliated entities
      (collectively, the “Company”) who are involuntarily terminated from
      Company employment are eligible to receive severance benefits under this
      policy, except:

            


    

    


    
      	
               
      

            	
              1.

            	
              Employees
      who are involuntarily terminated for “misconduct” or “cause” for reasons
      including but not limited to: violation of law or Company policy;
      mistreatment of Company Employees, customers or vendors; documented
      unsatisfactory job performance; or failure to satisfy the objectives of a
      written performance improvement plan all as determined in the sole
      discretion of the Company;

            


    

    


    
      	
               
      

            	
              2.

            	
              Employees
      separated from Company service by occupational or non-occupational
      sickness or injury;

            


    

    


    
      	
               
      

            	
              3.

            	
              Employees
      hired by the Company under the terms of a written letter of agreement or
      employment contract that sets forth severance pay provisions which, in
      total monetary value, are equal to or greater than the provisions of this
      policy;

            


    

    


    
      	
               
      

            	
              4.

            	
              Employees
      who are covered under in the Special Severance Events conditions of
      Section V. B. of this policy; and

            


    

    


    
      	
               
      

            	
              5.

            	
              Employees
      temporarily separated from Company service due to fire, storm damage,
      act(s) of God, or a temporary reduction-in-force of sixty (60) days or
      less (within any 12 month lookback
period).

            


    

    


    
      
        	
                 
      

              	
                B.

              	
                Employees
      who voluntarily resign from Company employment for any reason, including
      retirement, are not eligible to receive severance benefits under this
      policy.  An employee who declines to accept a Company requested
      employment transfer with relocation assistance and equivalent base pay and
      benefits (regardless of distance from current work
  

              


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        	 	 	location)
      shall be considered to have voluntarily resigned from Company employment
      and no severance benefits will be paid to any such employee under this
      policy or otherwise.


      

    

    


    
      
        	
                III.

              	
                RESPONSIBILITY FOR
      ADMINISTRATION

              


      

    

    


    The
Senior Vice President - Human Resources is responsible for administration of
this policy and is named as Plan Administrator. Questions concerning the
application or interpretation of this policy should be directed to the Plan
Administrator at the following mailing address:

    


    Corporate Secretary

    Cracker Barrel Old Country Store,
Inc.

    305 Hartman Drive

    Lebanon, TN 37087

    


    The Plan
Administrator has the discretionary authority to interpret the terms of this
policy and to determine all relevant policy issues or
controversies.

    


    
      
        	
                IV.

              	
                SEVERANCE
      BENEFITS

              


      

    

    


    
      	
               
      

            	
              A.

            	
              Base Severance
      Benefits - The following table reflects severance benefits payable
      to eligible Employees subject to all other terms and conditions of this
      policy.

            


    

    


    
      
        
          
            	
                    Position

                  	
                    Severance Benefit

                  
	 
      	 
      
	
                    Executive
      Vice President and above

                  	
                    18
      months base salary; one additional week of severance for each year of
      service in excess of 15 years

                  
	 
      	 
      
	
                    Other
      Senior Corporate Officers1

                  	
                    12
      months base salary; one additional week of severance for each year of
      service in excess of 15 years

                  
	 
      	 
      
	
                    All
      Other Officers

                  	
                    6
      months base salary; additional period of up to 6 months at discretion of
      CEO

                  
	 
      	 
      
	
                    Directors

                  	
                    2
      weeks of base salary for each year of service; 13 weeks minimum; up to a
      maximum of 26 weeks; one additional week of severance for each year of
      service in excess of 15 years

                  
	 
      	 
      
	
                    Other
      Exempt employees

                  	
                    1
      week of base pay for each year of service if termination occurs in first
      three years of service; thereafter, 2 weeks of base pay for each year of
      service; 2 weeks minimum; up to a maximum of 13 weeks

                  
	 
      	 
      
	
                    Non-exempt
      employees

                  	
                    1
      week of base pay for each year of service; 2 weeks minimum; up to a
      maximum of 8
weeks

                  


          

        

      

    

    


    
      	
               
      

            	
              “Year
      of service” means twelve (12) consecutive months of continuous full time
      employment (32 hours or more per week) with the Company.  Breaks
      in service of more than 90 days are not recognized as continuous
      employment under this policy.

            


    

    
       

      
        

      

      1   Officer
covered by a “Gold” level Change in Control Agreement (SVP, DVP and General
Counsel)



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              B.

            	
              Effect on Other
      Benefits - The terms of other plans (e.g., bonus, vacation,
      insurance, incentive and stock options and awards) will govern the
      terminated Employee’s rights to benefits, if any, under those
      plans.

            


    

    


    
      
        	
                V.

              	
                SPECIAL SEVERANCE
      EVENTS

              


      

    

    


    
      	 	
              A.  

            	
              Except
      as provided in subsection B., below, severance benefits available under
      Section IV. of this policy will be paid to eligible Employees whose jobs
      are eliminated due to any one of the following
  events:

            


    

    


    
      
        	
                 

              	
                1.

              	
                All
      other eligible Employees: any reduction-in-force authorized by a corporate
      officer; or

              


      

    

    


    
      	
               
      

            	
              2.

            	
              Sale,
      divestiture, liquidation, permanent shut-down, or closing of any Cracker
      Barrel Old Country Store, Inc. affiliated or wholly owned company,
      division, business unit, restaurant, or group of
    restaurants.

            


    

    


    
      	
               
      

            	
              B.

            	
              No
      severance benefits will be paid under subsection A., above, to any
      Employee who is offered employment by the Company, or by a new owner,
      where the new position:

            


    

    


    
      	 	
              1.  

            	
              has
      a base salary which is at least 90% of the base salary of the prior
      position;

            


    

     

    
      	
               
      

            	
              2.

            	
              does
      not require relocation more than sixty (60) miles one-way from the prior
      job location or, if over sixty (60) miles, relocation benefits are offered
      for the new position under the Company’s Relocation Policy;
      and

            


    

     

    
      	
               
      

            	
              3.

            	
              the
      Employee is capable of satisfactorily performing the new job (all as
      determined by the Plan
Administrator).

            


    

    


    If the
new or offered position fails any one of the three (3) criteria in subsection
B., above, and an Employee, nonetheless, elects to accept the new job either
prior to or within thirty (30) days after a Special Severance Event, then no
severance benefits will be paid under this policy.

    


    
      
        	
                VI.

              	
                SEVERANCE
      RULES/CONDITIONS

              


      

    

    


    
      	
               
      

            	
              A.

            	
              In
      consideration of severance benefits payable under this policy each
      Employee must agree, in writing, on forms prescribed by the Company, to
      the following conditions prior to release of any severance
      payment(s):

            


    

     

    
      	
               
      

            	
              1.

            	
              Strict
      non-disclosure of Company marketing, financial, strategic planning,
      proprietary, or other information which is not generally known to the
      public;

            


    

     

    
      	
               
      

            	
              2.

            	
              Return
      to Cracker Barrel Old Country Store, Inc. of all Company property in good
      condition and repair (normal wear and tear excepted) including but not
      limited to keys, security cards and fobs, credit cards, furniture,
      equipment, automobiles, computer hardware and software, telephone
      equipment, and all documents, manuals, plans, equipment, training
      materials, business papers, personnel files, computer files or copies of
      the same relating to Company business which are in the Employee’s
      possession;

            


    

    


    
      	
               
      

            	
              3.

            	
              An
      unconditional release from all charges, complaints and claims, including
      attorney fees, based on employment with the Company, or the termination of
      that employment;

            


    

    


    
      	
               
      

            	
              4.

            	
              Certain
      officers, as determined in the discretion of the; Company’s General
      Counsel, will be asked to sign a non-competition and non-solicitation
      agreement in consideration of severance payments and in addition to any
      other agreement or release required under the terms of this
      policy.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              5.

            	
              Resignation
      from job position and membership in any Company board, committee, or task
      force.

            


    

    


    
      	
               
      

            	
              B.

            	
              Severance
      benefits payable under this policy generally will be made per the
      Company’s standard pay period (bi-monthly) less deduction(s) for
      applicable federal, state, or local income, withholding, or other
      taxes.  Severance payments will begin within thirty (30) days
      from the later of:

            


    

    


    
      	
               
      

            	
              1.

            	
              the
      date of termination;

            


    

    


    
      	
               
      

            	
              2.

            	
              the
      execution of any required severance agreement(s);
  or

            


    

    


    
      	
               
      

            	
              3.

            	
              the
      surrender of items listed in Section A. 2. above, if
  any.

            


    

    


    Any
financial obligation(s) owed to the Company by an Employee will be offset from
severance payment(s) made under this policy. If the severance benefits due an
Employee under this policy do not cover the total financial obligation(s) owed
to the Company, the Employee will be billed for the additional amount. All
severance, employee benefits, or other settlement costs will be charged to the
separated Employee’s current department.

    


    
      	
               
      

            	
              C.

            	
              All
      employee benefits and benefit accruals will cease as of the Employee’s
      final date of active employment.  However, medical insurance
      benefits may be continued to the extent required by federal
      law.  Terminated Employees will have other benefit conversion or
      withdrawal rights which may arise under any Cracker Barrel Old Country
      Store, Inc. sponsored retirement or welfare benefit plan as a result of
      separation from Company service.  Any unused earned
      vacation pay due under the Cracker Barrel Old Country Store, Inc. vacation
      policy will be settled within twenty-one (21) days from termination of
      employment, unless otherwise required under state law, along with any
      settlement of reimbursable expenses under the terms of the Cracker Barrel
      Old Country Store, Inc. expense reimbursement, travel and/or entertainment
      policies.

            


    

    


    
      	
               
      

            	
              D.

            	
              The
      CEO has discretionary authority to offer a consulting agreement to senior
      and other officers (which shall not extend the severance period but may
      allow the employee continued participation in certain benefits and benefit
      plans of the Company for a period not to exceed 12 months (in the case of
      senior officers) and 6 months (in the case of other
      officers).  The CEO also has discretionary authority to offer
      outplacement services to senior and other officers (for a period not to
      exceed 12 months) and to directors and exempt employees (for a period not
      to exceed 6 months upon such terms and conditions as the CEO may impose.
      In appropriate circumstances, the CEO may also grant severance benefits in
      amounts not to exceed 12 weeks base pay to any Company Employee who is not
      otherwise eligible to receive severance benefits under this policy. In
      consideration for any additional severance benefits granted under this
      paragraph D., the CEO may require an employee to pledge his or her best
      efforts toward securing alternative employment.  No discretionary
      payment made under the terms of this subsection shall be considered as
      establishing a precedent or right to benefits by any other Employee
      whether or not similarly situated to the recipient
    Employee.

            


    

     

    
      	
               
      

            	
              E.

            	
              Any
      Employee who receives severance benefits under this policy who is rehired
      within the time frame for which severance benefits are payable under
      Section IV. shall, as a condition of re-employment, be subject to pro-rata
      re-payment of severance benefits under rules to be determined and
      consistently applied by the Plan
Administrator.

            


    

    


    
      	
               
      

            	
              F.

            	
              Any
      employee who receives severance benefits under this policy and is later
      rehired shall not have his or her prior Company service recognized or
      bridged if the severance period or time away from Company employment is in
      excess of ninety (90) days.

            


    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                VII.

              	
                APPEAL
      PROCEDURE

              


      

    

    


    
      	
               
      

            	
              A.

            	
              In
      the event an Employee claims entitlement to severance pay under this
      policy or disputes the amount or method of payment, the Employee must
      present the reason for the claim in writing to the Plan Administrator
      within ninety (90) days from the date of the event giving rise to any such
      claim or dispute.  The Plan Administrator will, within sixty
      (60) days thereafter, send a written notification to the Employee as to
      the disposition of the claim. If the claim is wholly or partially denied,
      the written notification will:

            


    

    


    
      	
               
      

            	
              1.

            	
              state
      the reason(s) for the denial;

            


    

    


    
      	
               
      

            	
              2.

            	
              reference
      specific policy provisions on which the denial is
  based;

            


    

    


    
      	
               
      

            	
              3.

            	
              provide
      a description of any additional information necessary to perfect the claim
      and explanation of why such information is necessary;
  and

            


    

    


    
      	
               
      

            	
              4.

            	
              set
      forth the procedure by which the Employee may appeal the denial of the
      claim.

            


    

    


    
      	
               
      

            	
              B.

            	
              If
      an Employee wishes to appeal the denial of a claim, then the Employee may
      request a review of such denial by making written application to the Plan
      Administrator within sixty (60) days after such denial. The Employee (or a
      duly authorized legal representative) may, upon written request to the
      Plan Administrator, review any document(s) pertinent to the Employee’s
      claim, and submit in writing issues and comments in support of Employee’s
      position. Within sixty (60) days after receipt of a written appeal, the
      Plan Administrator will notify the Employee of the final decision. The
      final decision will be in writing and will include specific reasons for
      the decision, written in a manner calculated to be understood by the
      claimant, together with specific references to the pertinent policy
      provisions on which the decision is based. This decision will be final and
      binding on all parties.

            


    

    


    
      
        	
                VIII.

              	
                ERISA
      DISCLOSURES

              


      

    

    


    This
policy statement constitutes both the “Plan Document” and “Summary Plan
Description” for the Cracker Barrel Old Country Store, Inc. Severance Benefit
Plan. It supersedes all prior severance pay plans, policies, or programs,
written or oral, issued by Cracker Barrel Old Country Store, Inc. or any of its
affiliates.  This plan is sponsored by Cracker Barrel Old Country
Store, Inc. and covers eligible Employees of Cracker Barrel Old Country Store,
Inc. and its affiliated companies (the “Company”).  The plan operates
on a calendar year basis. The Company is the Plan Sponsor and the Plan
Administrator.

    


    The Plan
Number is: ____

    The Plan
Sponsor’s Tax Identification Number Is: 62-1749513

    The Plan
Sponsor’s Mailing Address
Is:                Cracker
Barrel Old Country Store, Inc.

    305
Hartman Drive

    Lebanon,
TN 37087

    


    


    The
Company reserves the right in its sole discretion to amend, modify, or terminate
this policy, in whole or in part, at any time, including retroactively, through
issuance of a new or revised policy document, amendment, or other appropriate
Company action.

    


    The Plan
Administrator has the exclusive authority to construe and interpret the terms of
the Plan and to make all decisions on benefit claims.

    


    Service
of process may be made on the Plan Administrator or on the Company’s Legal
Department at the Plan Sponsor’s address.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    STATEMENT
OF ERISA RIGHTS

    


    As a
participant in the Cracker Barrel Old Country Store, Inc. Severance Benefit
Policy (“plan”) you are entitled to certain rights and protections under the
Employee Retirement Income Security Act of 1974 (“ERISA”). ERISA provides that
all plan participants shall be entitled to:

    


    Receive
Information About Your Plan and Benefits

    Examine,
without charge, at the plan administrator’s office and at other specified
locations, such as work sites, all plan documents, including, copies of the
latest annual report (Form 5500 Series), if any, filed by the plan with the U.S.
Department of Labor, and available at the Public Disclosure Room of the Pension
and Welfare Benefits Administration.

    


    Obtain,
upon written request to the plan administrator,  copies of all plan
documents governing the operations of the plan including copies of the latest
annual report (Form 5500 Series), if any  and updated summary plan
description. The plan administrator may make a reasonable charge for the
copies.

    


    Receive a
summary of the plan’s annual financial report.  The plan administrator
is required by law to furnish each participant with a copy of this summary
annual report.

    


    Prudent
Action by Plan Fiduciaries

    


    In
addition to creating rights for plan participants, ERISA imposes duties upon the
people who are responsible for the operation of the employee benefit plan. The
people who operate your plan, called ‘fiduciaries’ of the plan, have a duty to
do so prudently and in the interest of you and other plan participants and
beneficiaries. No one, including your employer or any other person, may fire you
or otherwise discriminate against you in any way to prevent you from obtaining a
welfare benefit or exercising your rights under ERISA.

    


    Enforce
Your Rights

    


    If your
claim for a welfare benefit is denied in whole or in part you must receive a
written explanation of the reason for the denial. You have the right to have the
plan review and reconsider your claim. Under ERISA, there are steps you can take
to enforce the above rights. For instance, if you request materials from the
plan and do not receive them within 30 days, you may file suit in a federal
court. In such a case, the court may require the plan administrator to provide
the materials and pay you up to $110 a day until you receive the materials,
unless the materials were not sent because of reasons beyond the control of the
administrator. If you have a claim for benefits which is denied or ignored, in
whole or in part, you may file suit in a state or federal court. If it should
happen that plan fiduciaries misuse the plan’s money, or if you are
discriminated against for asserting your rights, you may seek assistance from
the U.S. Department of Labor, or you may file suit in a state or federal court.
The court will decide who should pay court costs and legal feels. If you are
successful the court may order the person you have sued to pay these costs and
fees. If you lose, the court may order you to pay these costs and fees, for
example, if it finds your claim is frivolous.

    


    Assistance
with Your Questions

    


    If you
have any questions about the plan you should contact the plan administrator. If
you have any questions about this statement or about your rights under ERISA, or
if you need assistance in obtaining documents from the plan administrator you
should contact the nearest office of the Pension and Welfare Benefits
Administration, U.S. Department of Labor, listed in your telephone directory or
the Division of Technical Assistance and Inquiries, Pension and Welfare Benefits
Administration, U.S. Department of Labor, 200 Constitution Avenue N.W.
Washington, D.C. 20210. You may also obtain certain publications about your
rights and responsibilities under ERISA by calling the publications hotline of
the Pension and Welfare Benefits Administration.