exhibit102.htm


    Exhibit 10.2


    


    
    

     

    
      	 


    

     

     

    EMPLOYMENT
AGREEMENT

     

    THIS EMPLOYMENT AGREEMENT
(“Agreement”), executed this 11th day of March, 2009, is made and entered into
by and between CRACKER BARREL
OLD COUNTRY STORE, INC. (the “Company”) and SANDRA B. COCHRAN
(“Executive”).

     

     

    W I T N E S S E T
H:

     

    WHEREAS, Company wishes to
retain Executive as its Executive Vice President and Chief Financial Officer;
and

    


    WHEREAS, the Executive is
willing to commit herself to continue to serve the Company on the specified
terms and conditions;

    


    NOW, THEREFORE, for and in
consideration of the premises, the mutual promises, covenants and agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:

     

    
      
        	1.  	EMPLOYMENT.


      

       

    

    Subject
to the terms and conditions of this Agreement, the Company hereby employs
Executive as its Executive Vice President and Chief Financial
Officer.


    
       

      
        	2.	DURATION OF
      AGREEMENT.

         

    

    The
initial term of employment shall begin no later than April 6, 2009 (“Start
Date”), and, unless earlier terminated pursuant to Sections 5, 6, 7, 8 or 9,
shall continue until the second annual anniversary of the Start Date (such two
(2) year period, the “Initial Term”).  The Initial Term shall
automatically be extended for a one-year period (“Extension Term” and,
collectively with the Initial Term, the “Term”) unless either party gives notice
of non-extension to the other no later than ninety (90) days prior to the
expiration of the Initial Term.  After expiration of the Initial Term,
or the Extension Term, as applicable, Executive’s employment with the Company as
its Executive Vice President and Chief Financial Officer shall continue under
such terms, conditions and policies of the Company as shall then be in
effect.

     

    
      	3. 	POSITION AND
      DUTIES.


    

     

    3.1           Position.  Subject
to the remaining conditions of this Section 3.1, Executive shall serve as the
Company’s Executive Vice President and Chief Financial Officer. Executive shall
report to the Company’s Chief Executive Officer (the “CEO”) 

     

     

    P.O. BOX 787 ●
HARTMANN DRIVE

    LEBANON, TENNESSEE
37088-0787

    PHONE 615 444 5533

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    and
perform such duties and responsibilities as may be prescribed from time-to-time
by the CEO or by the Company’s Board of Directors (the “Board”). From time to
time, Executive also may be designated to such other offices within the Company
or its subsidiaries as may be necessary or appropriate for the convenience of
the businesses of the Company and its subsidiaries.

    


    3.2           Full-Time
Efforts.  Executive shall perform and discharge faithfully,
diligently and to the best of her ability such duties and responsibilities and
shall devote her full-time efforts to the business and affairs of the Company.
Executive agrees to promote the best interests of the Company and to take no
action that in any way damages the public image or reputation of the Company,
its subsidiaries or its affiliates.

    


    3.3           No Interference With
Duties.  Executive shall not (i) engage in any activities, or
render services to or become associated with any other business that in the
reasonable judgment of the CEO or of the Board violates Article 12 of this
Agreement; or (ii) devote time to other activities which would inhibit or
otherwise interfere with the proper performance of her duties, provided, however, that it
shall not be a violation of this Agreement for Executive to (i) devote
reasonable periods of time to charitable and community activities and industry
or professional activities or (ii) manage personal business interests and
investments, so long as the activities in (i) or (ii) do not interfere with the
performance of Executive’s responsibilities under this Agreement.

    


    3.4           Work
Standard.  Executive hereby agrees that she shall at all times
comply with and abide by all terms and conditions set forth in this Agreement,
and all applicable work policies, procedures and rules as may be issued by
Company. Executive also agrees that she shall comply with all federal, state and
local statutes, regulations and public ordinances governing the performance of
her duties hereunder.

     

    
      
        	4.	COMPENSATION AND
      BENEFITS.

          

    

    4.1           Base
Salary.  Subject to the terms and conditions set forth in this
Agreement, the Company shall pay Executive, and Executive shall accept, an
annual salary (“Base Salary”) in the amount of Five Hundred Thousand and No/100
Dollars ($500,000). The Base Salary shall be paid in accordance with the
Company’s normal payroll practices and may be increased from time to time at the
sole discretion of the Board.

    


    4.2           Incentive, Savings and
Retirement Plans.  During the Term, Executive shall be entitled
to participate in all incentive (including, without limitation, long term
incentive plans), savings and retirement plans, practices, policies and programs
applicable generally to senior executive officers of the Company (“Peer
Executives”), and on the same basis as such Peer Executives, except as to
benefits that are specifically applicable to Executive pursuant to this
Agreement. Without limiting the foregoing, the following provisions shall apply
with respect to Executive:

    


    
      
        	 	
                4.2.1

              	
                Incentive
      Bonus.  Executive shall be entitled to an annual bonus,
      the amount of which shall be determined by the Compensation Committee of
      

              


      

    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      
        	 	the
      Board (the “Committee”). The amount of and performance criteria with
      respect to any such bonus in any year shall be determined not later than
      the date or time prescribed by Treas. Reg. § 1.162-27(e) (“Section
      162(m)”) in accordance with a formula to be agreed upon by the Company and
      Executive and approved by the Committee that reflects the financial and
      other performance of the Company and the Executive’s contributions
      thereto. Executive’s target percentage under any such a plan shall be 100%
      (of Base Salary) unless it is reduced as part of an across-the-board
      decrease in target bonuses affecting other Peer Executives. The amount of
      Executive’s annual bonus, if any, for the Company’s 2009 fiscal year shall
      be prorated based upon the number of days during the fiscal year that
      Executive was employed by the Company.
	 	 
	 	
                4.2.2

              	
                Long Term Incentive
      Plan. With respect to any long term incentive plan established by
      the Company, the Executive’s target percentage under such a plan shall be
      175% (of Base Salary) unless it is reduced as part of an across-the-board
      decrease in target bonuses affecting other Peer Executives. The amount of
      Executive’s award under the long-term performance plan, if any, that is in
      effect for the Company’s 2009-2010 fiscal years shall be prorated based
      upon the number of days during those fiscal years that Executive was
      employed by the Company.

              


      

    

    


    
      
        	 	
                4.2.3

              	
                Welfare Benefit
      Plans. During the Term, Executive and Executive’s eligible
      dependents shall be eligible for participation in, and shall receive all
      benefits under, the welfare benefit plans, practices, policies and
      programs provided by the Company (including, without limitation, medical,
      prescription, dental, disability, executive life, group life, accidental
      death plans and programs) (“Welfare Plans”) to the extent applicable
      generally to Peer Executives.  Not in limitation of the
      foregoing, Executive shall be entitled to participate in and receive
      benefits under the Company’s standard relocation
  policy.

              


      

    

    


    
      
        	 	
                4.2.4

              	
                Vacation.
      Executive shall be entitled to an annual paid vacation commensurate with
      the Company’s established vacation policy for Peer Executives. The timing
      of paid vacations shall be scheduled in a reasonable manner by the
      Executive.

              


      

    

    


    
      
        	 	
                4.2.5

              	
                Business
      Expenses. Executive shall be reimbursed for all reasonable business
      expenses incurred in carrying out the work hereunder. Executive shall
      follow the Company’s expense procedures that generally apply to other Peer
      Executives in accordance with the policies, practices and procedures of
      the Company to the extent applicable generally to such Peer
      Executives.

              


      

    

    


    4.3           Inducement
Awards/Relocation.

    


    
      
        
        

      

      
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                4.3.1

              	
                Restricted
      Shares. Subject to all of the conditions (including, without
      limitation, the time of vesting and right to receive) and restrictions set
      forth in this Section 4.3,
      Company hereby grants to Executive an award of 25,000 shares (the
      “Restricted Shares”) of the Company’s $0.01 par value common stock (the
      “Shares”).  So long as Executive continues to be employed by the
      Company, the Restricted Shares shall vest and become distributable to the
      Executive in the amounts and on the respective dates set forth in the
      following sentence (each a “Restricted Share Vesting Date” and
      collectively, the “Restricted Share Vesting Dates”).  On the
      second anniversary of the Start Date, 8,334 of the Restricted Shares shall
      become vested in, and shall be distributed to, the Executive, and on the
      third anniversary of the Start Date, 16,666 of the Restricted Shares shall
      become vested in, and shall be distributed to, the
      Executive.  For the avoidance of doubt, in the event that either
      party provides a notice of non-extension pursuant to Section 2 hereof, the
      first tranche of 8,334 of the Restricted Shares shall vest and be
      distributable to Executive on the expiration of the Initial
      Term.  As soon as practicable following a Restricted Share
      Vesting Date, the Company shall promptly cause its transfer agent to issue
      a certificate to the Executive (or shall notify the Executive of a book
      entry issuance per the Direct Registration Program (“DRP”) to or for the
      account of the Executive) evidencing the Restricted Shares that became
      distributable to the Executive on that Restricted Share Vesting Date. The
      Company’s obligation to cause the issuance of any Restricted Shares to the
      Executive shall be subject to any applicable federal, state, or local tax
      withholding requirements.  If, prior to a Restricted Share
      Vesting Date, the Executive’s employment is terminated for any reason, all
      rights of the Executive in any of the Restricted Shares that, as of the
      date of such termination, have not vested and become distributable to the
      Executive shall thereupon immediately terminate and become forfeited.
      Executive shall not have any rights as a shareholder with respect to any
      Restricted Shares until the issuance of a stock certificate or DRP notice
      evidencing the Restricted Shares. The number of Restricted Shares awarded
      the Executive under this Section 4.3.1
      shall be proportionately adjusted to reflect any stock dividend, stock
      split or share combination of the Shares or any recapitalization of the
      Company occurring prior to a Restricted Share Vesting Date. Except as
      provided in the preceding sentence, no adjustment shall be made on the
      issuance of a stock certificate or DRP notice to the Executive as to any
      dividends or other rights for which the record date occurred prior to a
      Restricted Share Vesting Date. The right of the Executive to receive the
      Restricted Shares shall not be assignable or transferable otherwise than
      by will or the laws of descent and
distribution.

              


      

    

    


    
      
        	 	
                4.3.2

              	
                Stock Option.
      Subject to all of the conditions (including, without limitation, the time
      of vesting) and restrictions set forth in this Section 4.3,
      Company hereby grants to Executive an option (the “Option”) to purchase
      

              


         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

        	 	25,000
      Shares (the “Option Shares”).  So long as Executive continues to
      be employed by the Company on an Option Vesting Date (as defined herein),
      the Option shall become exercisable as to the number (and cumulative
      number) of Option Shares set forth opposite each Option Vesting Date in
      the table below:
	 	 


      

    

    
      
        	
                 
      

                 

              	
                Number

              	
                Cumulative
      Number

              
	
                Option Vesting Date

              	
                Option Shares

              	
                of Option Shares

              
	
                l-Yr
      from Start Date

              	
                8,334

              	
                8,334

              
	
                2-Yr
      from Start Date

              	
                8,333

              	
                16,667

              
	
                3-Yr
      from Start Date

              	
                8,333

              	
                25,000

              


      

    

    


    The
Option, except as provided herein, shall have a term of ten (10) years from the
date hereof.  The exercise price of the Option shall be $ 24.27 per
Share (the fair market value per Share as of the date of grant).  Upon
exercise of the Option (in whole or in part), the Company shall cause its
transfer agent to issue a certificate to the Executive (or shall notify the
Executive of a book-entry issuance per the DRP to or for the account of the
Executive) evidencing the Option Shares pursuant to exercise of the Option. The
Company’s obligation to cause the issuance of any Option Shares to the Executive
shall be subject to payment of the option exercise price (which, at the option
of the Company may be in cash, Shares having an equivalent value on the date of
exercise as the exercise price or through withholding Shares that would
otherwise be issued upon exercise) and any applicable federal, state, or local
tax withholding requirements.  If, prior to an Option Vesting Date,
the Executive’s employment is terminated for any reason, all rights of the
Executive in the Option awarded under this Section 4.3.2 and any
Option Shares that, as of the date of such termination, have not vested and
become exercisable by the Executive shall thereupon immediately terminate and
become forfeited and the Executive (or Executive’s estate, if applicable) shall
have ninety (90) days from the date of such termination within which to exercise
the Option with respect to all Option Shares as to which the Option is
exercisable as of the date of termination.  For the avoidance of
doubt, in the event that either party provides a notice of non-extension
pursuant to Section 2 hereof, Executive shall have a vested right to 16,667
Option Shares on the expiration of the Initial Term.  Executive shall
not have any rights as a shareholder with respect to any Option Shares until the
issuance of a stock certificate or DRP notice evidencing the Option Shares. The
exercise price and the number of Option Shares awarded the Executive under this
Section 4.3.2
shall be proportionately adjusted to reflect any stock dividend, stock split or
share combination of the Shares or any recapitalization of the Company occurring
prior to an Option Vesting Date and prior to exercise of the Option. Except as
provided in the preceding sentence, no adjustment shall be made on the issuance
of a stock certificate or DRP notice to the Executive as to any dividends or
other 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    rights
for which the record date occurred prior to an Option Vesting Date. The rights
of the Executive under the Option shall not be assignable or transferable
otherwise than by will or the laws of descent and distribution.

    


    
      
        	 	
                4.3.3

              	
                If
      in the opinion of its counsel, the issuance of any Restricted Shares or
      Option Shares shall not be lawful for any reason, including the inability
      of the Company to obtain from any regulatory body having jurisdiction or
      authority deemed by such counsel to be necessary for such issuance, the
      Company shall not be obligated to issue any such Restricted Shares or
      Option Shares, but, in such event, shall be obligated to provide Executive
      with cash or non-cash consideration having equivalent after tax value
      which is acceptable to the Executive in the exercise of Executive’s
      reasonable discretion. Upon receipt of Restricted Shares or Option Shares
      at a time when there is not in effect under the Securities Act of 1933, as
      amended, a current registration statement relating to the Restricted
      Shares or the Option Shares, the Executive shall represent and warrant in
      writing to the Company that the Restricted Shares or Option Shares are
      being acquired for investment and not with a view to the distribution
      thereof and shall agree to the placement of a legend on the certificate or
      certificates representing the Restricted Shares or Option Shares
      evidencing the restrictions on transfer under said Act and the issuance of
      stop-transfer instructions by the Company to its transfer agent with
      respect thereto.  No Restricted Shares or Option Shares shall be
      issued hereunder unless and until the then applicable requirements of the
      Securities Act of 1933, the Tennessee Business Corporation Act, the
      Tennessee Securities Act of 1980, as any of the same may be amended, the
      rules and regulations of the Securities and Exchange Commission and any
      other regulatory agencies and laws having jurisdiction over or
      applicability to the Company, and the rules and regulations of any
      securities exchange on which the Shares may be listed, shall have been
      fully complied with and satisfied.  The Company shall use its
      best efforts to cause all such requirements to be promptly and completely
      satisfied.

              


      

    

    


    
      
        	 	
                4.3.4

              	
                Signing
      Bonus.  Executive shall be paid Fifty Thousand and no/100
      dollars ($50,000.00) (the “Signing Bonus”) within ten (10) days after the
      Start Date.  In the event Executive voluntarily terminates her
      employment with the Company for any reason during the Initial Term,
      Executive shall repay to the Company the entire amount of the Signing
      Bonus, which may be withheld from monies that might otherwise be due
      Executive to the extent allowed by applicable law.  For the
      avoidance of doubt, Executive shall not be required to repay the Signing
      Bonus due to a failure to extend the Initial
  Term.

              


      

    

    


    
      
        	 	
                4.3.5

              	
                Relocation.  Executive
      shall receive home mortgage (and related tax) reimbursement and other
      relocation benefits in accordance with the Company’s standard relocation
      policy (as amended by Addendum dated


              


      

    

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
      
        	 	November
      19, 2007 (the “Addendum”)); provided, however, that with respect to the
      Executive the three (3) month period set forth in the Addendum shall be
      extended to twelve (12) months.
	 	 
	 	
                4.3.6

              	
                Legal
      Fees.  Within, ten (10) days following the Start Date and
      upon receipt of appropriate written documentation, the Company will
      reimburse Executive up to $2,000 for reasonable and customary legal fees
      and expenses incurred by Executive with respect to the negotiation and
      execution of this Agreement.

              


      

    

    


     

    
      	5.  	TERMINATION FOR
      CAUSE.


    

     

    This
Agreement may be terminated immediately at any time by the Company without any
liability owing to Executive or Executive’s beneficiaries under this Agreement,
except Base Salary through the date of termination and benefits under any plan
or agreement covering Executive which shall be governed by the terms of such
plan or agreement, under the following conditions, each of which shall
constitute “Cause” or “Termination for Cause”:

    


    
      	
               
      

            	
              (a)

            	
              Any
      act by Executive involving fraud and any breach by Executive of applicable
      regulations of competent authorities in relation to trading or dealing
      with stocks, securities, investments and the like or any willful or
      grossly negligent act by Executive resulting in an investigation by the
      Securities and Exchange Commission which, in each case, a majority of the
      Board determines in its sole and absolute discretion materially adversely
      affects the Company or Executive’s ability to perform her duties under
      this Agreement;

            


    

    


    
      	
               
      

            	
              (b)

            	
              Attendance
      at work in a state of intoxication or otherwise being found in possession
      at her place of work of any prohibited drug or substance, possession of
      which would amount to a criminal
offense;

            


    

    


    
      	
               
      

            	
              (c)

            	
              Executive’s
      personal dishonesty or willful misconduct in connection with her duties to
      the Company;

            


    

    


    
      	
               
      

            	
              (d)

            	
              Breach
      of fiduciary duty to the Company involving personal profit by the
      Executive;

            


    

    


    
      	
               
      

            	
              (e)

            	
              Conviction
      of the Executive for any felony or crime involving moral
      turpitude;

            


    

    


    
      	
               
      

            	
              (f)

            	
              Material
      intentional breach by the Executive of any provision of this Agreement or
      of any Company policy adopted by the Board;
or

            


    

    


    
      
        	
                 
      

              	
                (g)

              	
                The
      continued failure of Executive to perform substantially Executive’s duties
      with the Company (other than any such failure resulting from
    

              


         

        
          
            
            

          

          
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        	 	 	incapacity
      due to Disability, and specifically excluding any failure by Executive,
      after good faith, reasonable and demonstrable efforts, to meet performance
      expectations for any reason), after a written demand for substantial
      performance is delivered to Executive by a majority of the Board that
      specifically identifies the manner in which such Board believes that
      Executive has not substantially performed Executive’s
  duties.


      

    

    


    The
cessation of employment of Executive shall not be deemed to be for Cause unless
and until there shall have been delivered to Executive a copy of a resolution
duly adopted by the affirmative vote of not less than two-thirds of the entire
membership of the Board at a meeting of the Board called and held for such
purpose (after reasonable notice is provided to Executive and Executive is given
an opportunity, together with counsel, to be heard before the Board), finding
that, in the good faith opinion of such Board, Executive is guilty of the
conduct described in any one or more of subsections (a) through (g) above, and
specifying the particulars thereof in detail.      

    
       

      
        	6. 	TERMINATION UPON
      DEATH.


      

       

    

    Notwithstanding
anything herein to the contrary, this Agreement shall terminate immediately upon
Executive’s death, and the Company shall have no further liability to Executive
or her beneficiaries under this Agreement, other than for payment of Accrued
Obligations (as defined in Section 9(a)(1)), the timely payment or provision of
Other Benefits (as defined in Section 9(b)), 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 her death. The
rights of the Executive’s estate with respect to stock options and restricted
stock, and all other benefit plans, shall be determined in accordance with the
specific terms, conditions and provisions of the applicable agreements and
plans.

     

    
      	7.	DISABILITY.

     

    If the
Company determines in good faith that the Disability of Executive has occurred
during the Term (pursuant to the definition of Disability set forth below), it
may give to Executive written notice of its intention to terminate Executive’s
employment. In such event, Executive’s employment with the Company shall
terminate effective on the 30th day after receipt of such written notice by
Executive (the “Disability Effective Date”), provided that, within the 30 days
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 her
Disability, this Agreement shall terminate without further obligations to
Executive, other than for payment of Accrued Obligations (as defined in Section
9(a)(1)), the timely payment or provision of Other Benefits (as defined in
Section 9(b)), including without limitation benefits under such plans, programs,
practices and policies relating to disability benefits, if any, as are
applicable to Executive on the Disability Effective Date. The rights of the
Executive with respect to stock options and restricted stock, and all other
benefit plans, shall be determined in accordance with the specific terms,
conditions and provisions of the applicable agreements and plans.

    


    
      
        
        

      

      
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    For
purposes of this Agreement, “Disability” shall mean: (i) a long-term disability
entitling Executive to receive benefits under the Company’s long-term disability
plan as then in effect; or (ii) if no such plan is then in effect or the plan
does not apply to Executive, the inability of Executive, as determined by the
Board of the Company, to perform the essential functions of her regular duties
and responsibilities, 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 six consecutive
months.  At the request of Executive or her personal representative,
the Board’s determination that the Disability of Executive has occurred shall be
certified by two physicians mutually agreed upon by Executive, or her personal
representative, and the Company.  Without such independent
certification (if so requested by Executive), Executive’s termination shall be
deemed a termination by the Company without Cause and not a termination by
reason of her Disability.

     

    
      
        	8. 	EXECUTIVE’S TERMINATION OF
      EMPLOYMENT.


      

       

    

    Executive’s
employment may be terminated at any time by Executive for Good Reason or no
reason.  For purposes of this Agreement, “Good Reason” shall
mean:

    


    
      	
               
      

            	
              (a)

            	
              Other
      than her removal for Cause pursuant to Section 5 and subject to the
      proviso below, without the written consent of Executive, the assignment to
      Executive of any duties inconsistent in any material respect with
      Executive’s position (including status, offices, titles and reporting
      requirements), authority, duties or responsibilities as in effect on the
      Start Date, or any other action by the Company which results in a
      demonstrable diminution in such position, authority, duties or
      responsibilities, provided, however, it is expressly
      understood and agreed that an isolated, insubstantial and inadvertent
      action not taken in bad faith and which is remedied by the Company
      promptly after receipt of notice thereof given by Executive shall not
      constitute “Good Reason”;

            


    

    


    
      	
               
      

            	
              (b)

            	
              A
      reduction by the Company in Executive’s Base Salary as in effect on the
      Start Date or as the same may be increased from time to time, unless such
      reduction is a part of an across-the-board decrease in base salaries
      affecting all other Peer Executives; provided, however that in any event,
      the Company may not reduce Executive’s Base Salary by more than ten
      percent (10%);

            


    

    


    
      	
               
      

            	
              (c)

            	
              A
      reduction by the Company in Executive’s annual target bonus (expressed as a
      percentage of Base Salary) unless such reduction is a part of an
      across-the-board decrease in target bonuses affecting all other Peer
      Executives; provided, however that in any event, the Company may not
      reduce Executive’s annual target bonus (expressed as a percentage of Base
      Salary) below fifty percent (50%) of the Base
  Salary;

            


    

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              (d)

            	
              The
      Company’s requiring Executive, without her consent, to be based at any
      office or location more than (50) miles from the Company’s current
      headquarters in Lebanon, Tennessee;

            


    

    


    
      	
               
      

            	
              (e)

            	
              The
      Company gives a notice of non-extension pursuant to Section
    2;

            


    

    


    
      	
               
      

            	
              (f)

            	
              The
      material breach by the Company of any provision of this Agreement;
      or

            


    

    


    
      	
               
      

            	
              (g)

            	
              The
      failure of any successor (whether direct or indirect, by purchase, merger
      (unless the Company is the surviving company in the merger), consolidation
      or otherwise) to all or substantially all of the business and/or assets of
      the Company to assume expressly and agree to perform this Agreement in the
      same manner and to the same extent that the Company would be required to
      perform it if no such succession had taken
  place.

            


    

    


    Good
Reason shall not include Executive’s death or Disability.  Executive’s
continued employment shall not constitute consent to, or a waiver of rights with
respect to, any circumstance constituting Good Reason hereunder, provided that
Executive raises to the attention of the Board any circumstance she believes in
good faith constitutes Good Reason within ninety (90) days after occurrence or
be foreclosed from raising such circumstance thereafter.  The Company
shall have an opportunity to cure any claimed event of Good Reason within thirty
(30) days of notice from Executive.

    


    If Executive terminates her employment
for Good Reason, upon the execution and effectiveness of the Release attached
hereto as an addendum and made a part hereof (the “Release”), she shall be
entitled to the same benefits she would be entitled to under Paragraph 9 as if
terminated without Cause.  If Executive terminates her employment
without Good Reason, this Agreement shall terminate without further obligations
to Executive, other than for payment of Accrued Obligations (as defined in
Paragraph 9(a)(1)) and the timely payment or provision of Other Benefits (as
defined in Paragraph 9(b)).

     

    
      
        	9.	TERMINATION WITHOUT
      CAUSE.


      

       

    

    If
Executive’s employment is terminated by the Company without Cause prior to the
expiration of the Term or if Executive gives a notice of non-extension pursuant
to Section 2 (it being understood by the parties that termination by death,
Disability or expiration of the Term shall not constitute termination without
Cause), then Executive shall be entitled to the following benefits upon the
execution and effectiveness of the Release; provided, however, that Executive
shall not be eligible or entitled to receive benefits under this Section 9 if
she has received or is receiving benefits under the Executive Retention
Agreement referred to in Section 10.  Also, if the Executive receives
benefits pursuant to this Section 9, she shall not be eligible or entitled to
receive any benefits under the Company’s Severance Benefits Policy.

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              (a)

            	
              The
      Company shall pay to Executive commencing after the later of the date of
      termination or the execution and effectiveness of the Release, the
      aggregate of the following amounts:

            


    

    


    
      	
               
      

            	
              (1)

            	
              in
      a lump sum in cash within 30 days, the sum of (i) Executive’s Base Salary
      through the date of termination to the extent not theretofore paid, (ii) a
      pro-rata portion of amounts payable under any then existing incentive or
      bonus plan applicable to Executive (including, without limitation, any
      incentive bonus referred to in Section 4.2.1) for that portion of the
      fiscal year in which the termination of employment occurs through the date
      of termination; (iii) any accrued expenses and vacation pay to the extent
      not theretofore paid, and (iv) unless Executive has elected a different
      payout date in a prior deferral election, any compensation previously
      deferred by Executive (together with any accrued interest or earnings
      thereon) to the extent not theretofore paid (the sum of the amounts
      described in subsections (i), (ii), (iii) and (iv) shall be referred to in
      this Agreement as the “Accrued
Obligations”);

            


    

    


    
      	
               
      

            	
              (2)

            	
              in
      installments ratably over eighteen (18) months in accordance with the
      Company’s normal payroll cycle and procedures, the amount equal to one and
      one-half (1.5) times Executive’s annual Base Salary in effect as of the
      date of termination or in the event of Executive’s termination due to the
      expiration of the Initial Term due solely to Executive’s giving a notice
      of non-extension pursuant to Section 2, then in installments ratably over
      twelve (12) months in accordance with the Company’s normal payroll cycle
      and procedures, an amount equal to the Executive’s annual Base Salary in
      effect as of the Termination Date;

            


    

    


    
      	
               
      

            	
              (3)

            	
              if
      Executive elects to continue to participate in the Company’s medical
      insurance program as allowed by law pursuant to the plan’s terms and
      conditions, in installments over twelve (12) months contemporaneously with
      the payments described in Section 9(a)(2), an amount equal to the
      difference between: (a) the monthly (or bi-monthly, if applicable) premium
      cost under COBRA of such participation; and (b) the monthly (or
      bi-monthly, if applicable) premium cost of such participation at the time
      of Executive’s termination of employment; provided, however, that
      notwithstanding the foregoing, the Company shall not be obligated to
      provide such benefits if Executive becomes employed by another employer
      and is covered or permitted to be covered by that employer’s benefit plans
      without regard to the extent of such coverage;
  and

            


    

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              (4)

            	
              In
      the event that the payments under Section 9(a)(2) are not deemed to be
      “deferred compensation” under Section 409A of the Code (as defined below),
      the Company may, at any time and in its sole discretion, make a lump sum
      payment of all amounts, or all remaining amounts, due to Executive under
      Section 9(a)(2).

            


    

    


    
      	
               
      

            	
              (b)

            	
              To
      the extent not theretofore paid or provided, the Company shall timely pay
      or provide to Executive any other accrued amounts or accrued benefits
      required to be paid or provided or which Executive is eligible to receive
      under any plan, program, policy or practice or contract or agreement of
      the Company (such other amounts and benefits shall be referred to in this
      Agreement as the “Other Benefits”).

            


    

    
       

      
        	10. 	CHANGE IN
    CONTROL.


      

       

    

    Contemporaneously
with entering into this Agreement, the Company and the Executive have entered
into an Employee Retention Agreement that sets forth the benefits that Executive
is to receive in the event that there occurs a Change in Control (as defined in
the Executive Retention Agreement) of the Company. In the event of the
termination of employment of Executive after a Change in Control, Executive’s
benefits shall be determined by reference to the Executive Retention Agreement
and not to the terms and conditions of this Agreement.

     

    
      
        	11. 	COSTS OF
      ENFORCEMENT.


      

    

     

    If either
party brings suit to compel performance of, to interpret, or to recover damages
for the breach of this Agreement, the finally prevailing party shall be entitled
to reasonable attorneys’ fees in addition to costs and necessary disbursements
otherwise recoverable.

     

    
      
        	12.	PUBLICITY; NO DISPARAGING
      STATEMENT.


      

       

    

    Executive
and the Company covenant and agree that they shall not engage in any
communications which shall disparage one another or interfere with their
existing or prospective business relationships.


    
       

      
        	13.	BUSINESS PROTECTION
      PROVISIONS.

      

    

    13.1           Preamble. 
As a
material inducement to the Company to enter into this Agreement, and its
recognition of the valuable experience, knowledge and proprietary information
Executive gained from her employment with the Company, Executive warrants and
agrees she will abide by and adhere to the following business protection
provisions in this Article 13 and all sections thereof.

    


    13.2           Definitions. 
For
purposes of this Article 13 and all sections thereof, the following terms shall
have the following meanings:

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        
(a)           “Competitive
Position” shall mean any employment, consulting, advisory, directorship, agency,
promotional or independent contractor arrangement between the Executive and any
person or Entity engaged wholly or in material part in the restaurant or retail
business that is the same or similar to that in which the Company or any of its
affiliates (collectively the “Cracker Barrel Entities”) is engaged whereby
Executive is required to or does perform services on behalf of or for the
benefit of such person or Entity which are substantially similar to the services
in which Executive participated or that she directed or oversaw while employed
by the Company. Without limiting the generality of the foregoing, the following
companies and concepts would be included within those that would be deemed the
same or similar to Cracker Barrel Entities and or the businesses in which the
Cracker Barrel Entities are engaged: Applebee’s Restaurants, Bob Evans Farms,
Brinker International, Cheesecake Factory, Inc., Darden Restaurants, Inc.,
Denny’s Restaurants, DineEquity, O’Charley’s, and Outback
Steakhouse.

    

    


    (b)           “Confidential
Information” shall mean the proprietary or confidential data, information,
documents or materials (whether oral, written, electronic or otherwise)
belonging to or pertaining to the Cracker Barrel Entities, other than “Trade
Secrets” (as defined below), which is of tangible or intangible value to any of
the Cracker Barrel Entities and the details of which are not generally known to
the competitors of the Cracker Barrel Entities. Confidential Information shall
also include: any items that any of the Cracker Barrel 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, governmental agency, body or subdivision, association, firm,
corporation, limited liability company or other entity of any kind.

    


    (d)           “Restricted
Period” shall mean eighteen (18) months following termination of Executive’s
employment hereunder; provided, however that the Restricted Period shall be
extended for a period of time equal to any period( s) of time within the
eighteen (18) month period following termination of Executive’s employment
hereunder that Executive is determined by a final non-appealable judgment from a
court of competent jurisdiction to have engaged in any conduct that violates
this Article 13 or any sections thereof, the purpose of this provision being to
secure for the benefit of the Company the entire Restricted Period being
bargained for by the Company for the restrictions upon the Executive’s
activities.

    


    (e)           “Territory”
shall mean each of the United States of America.

    


    (f)           “Trade
Secrets” shall mean information or data of or about any of the Cracker Barrel
Entities, including, but not limited to, technical or non-technical data,
recipes, formulas, patterns, compilations, programs, devices, methods,


     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    techniques,
drawings, processes, financial data, financial plans, product plans or lists of
actual or potential suppliers that: (1) derives economic value, actual or
potential, from not being generally known to, and not being readily
ascertainable by proper means by, other persons who can obtain economic value
from its disclosure or use; (2) is the subject of efforts that are reasonable
under the circumstances to maintain its secrecy; and (3) any other information
which is defined as a “trade secret” under applicable law.

    


    (g)           “Work
Product” shall mean all tangible work product, property, data, documentation,
“know-how,” concepts or plans, inventions, improvements, techniques and
processes relating to the Cracker Barrel Entities that were conceived,
discovered, created, written, revised or developed by Executive during the term
of her employment with the Company.

    


    
      	
               
      

            	
              13.3

            	
              Nondisclosure;
      Ownership of Proprietary
Property.

            


    

    


    (a)           In
recognition of the need of the Cracker Barrel Entities to protect their
legitimate  business interests, Confidential Information and Trade
Secrets, Executive hereby covenants and agrees that Executive shall regard and
treat Trade Secrets and all Confidential Information as strictly confidential
and wholly-owned by the Cracker Barrel 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, misappropriate or otherwise communicate any such item or
information to any third party or Entity for any purpose other than in
accordance with this Agreement or as required by applicable law, court order or
other legal process: (i) with regard to each item constituting a Trade Secret,
at all times such information remains a “trade secret” under applicable law, and
(ii) with regard to any Confidential Information, for the Restricted
Period.

    


    (b)           Executive
shall exercise best efforts to ensure the continued confidentiality of all Trade
Secrets and Confidential Information, and she 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 Cracker Barrel 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 Cracker Barrel 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 irrevocably transfers and assigns to
applicable Cracker Barrel Entity all right, title and interest Executive
currently has or may have by operation of law or otherwise in or to any Work
Product, including, without limitation, all patents, copyrights, trademarks (and
the goodwill 

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    associated
therewith), trade secrets, service marks (and the goodwill associated therewith)
and other intellectual property rights. Executive agrees to execute and deliver
to the applicable Cracker Barrel Entity any transfers, assignments, documents or
other instruments which the Company may deem necessary or appropriate, from time
to time, to protect the rights granted herein or to vest complete title and
ownership of any and all Work Product, and all associated intellectual property
and other rights therein, exclusively in the applicable Cracker Barrel
Entity.

    


    
      	
               
      

            	
              13.4

            	
              Non-Interference With
      Executives.

            


    

    


    Executive recognizes and acknowledges
that, as a result of her employment by Company, she will become familiar with
and acquire knowledge of confidential information and certain other information
regarding the other executives and employees of the Cracker Barrel Entities.
Therefore, Executive agrees that, during the Restricted Period, Executive shall
not encourage, solicit or otherwise attempt to persuade any person in the
employment of the Cracker Barrel Entities to end her/her employment with a
Cracker Barrel Entity or to violate any confidentiality, non-competition or
employment agreement that such person may have with a Cracker Barrel Entity or
any policy of any Cracker Barrel Entity. Furthermore, neither Executive nor any
person acting in concert with the Executive nor any of Executive’s affiliates
shall, during the Restricted Period, employ any person who has been an executive
or management employee of any Cracker Barrel Entity unless that person has
ceased to be an employee of the Cracker Barrel Entities for at least six (6)
months.

    


    
      	
               
      

            	
              13.5

            	
              Non-competition.

            


    

    


    Executive covenants and agrees to not
obtain or work in a Competitive Position within the Territory during the Term or
during the Restricted Period. Executive and Company recognize and acknowledge
that the scope, area and time limitations contained in this Agreement are
reasonable and are properly required for the protection of the business
interests of Company due to Executive’s status and reputation in the industry
and the knowledge to be acquired by Executive through her association with
Company’s business and the public’s close identification of Executive with
Company and Company with Executive. Further, Executive acknowledges that her
skills are such that she could easily find alternative, commensurate employment
or consulting work in her field that would not violate any of the provisions of
this Agreement. Executive acknowledges and understands that, as consideration
for her execution of this Agreement and her agreement with the terms of this
covenant not to compete, Executive will receive employment with and other
benefits from the Company in accordance with this Agreement.

    


    
      	
               
      

            	
              13.6

            	
              Remedies.

            


    

    


    Executive understands and acknowledges
that her violation of this Article 13 or any section thereof would cause
irreparable harm to Company and Company would be entitled to an injunction by
any court of competent jurisdiction enjoining and restraining Executive from any
employment, service, or other act prohibited by this Agreement. The


     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    parties
agree that nothing in this Agreement shall be construed as prohibiting Company
from pursuing any remedies available to it for any breach or threatened breach
of this Article 13 or any section thereof, including, without limitation, the
recovery of damages from Executive or any person or entity acting in concert
with Executive. Company shall receive injunctive relief without the necessity of
posting bond or other security, such bond or other security being hereby waived
by Executive. If any part of this Article 13 or any section thereof is found to
be unreasonable, then it may be amended by appropriate order of a court of
competent jurisdiction to the extent deemed reasonable. Furthermore and in
recognition that certain severance payments are being agreed to in reliance upon
Executive’s compliance with this Article 13 after termination of her 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 9(a)(2) and 9(a)(3)) shall be forfeited and 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
such provisions are declared unenforceable by a court of competent jurisdiction,
any lump sum payment made pursuant to Section 9(a)(4) shall be refunded by the
Executive on a pro-rata basis based upon the number of months during the
Restricted Period during which she violated the provisions of this section or,
in the event 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 the Executive.

    
       

      
        	14.	RETURN OF
      MATERIALS.


      

    

     

    Upon
Executive’s termination, or at any point after that time upon the specific
request of the Company, Executive shall return to the Company all written or
descriptive materials of any kind belonging or relating to the Company or its
affiliates, including, without limitation, any originals, copies and abstracts
containing any Work Product, intellectual property, Confidential Information and
Trade Secrets in Executive’s possession or control.

     

    
      
        	15.	SECTION
  409A.

     

    

    Notwithstanding
anything in this Agreement to the contrary, the severance payment pursuant to
Section 9, if any, to the extent such payments are made following the
Executive’s termination date through March 15 of the calendar year following
such termination, are intended to constitute separate payments for purposes of
Section 1.409A-2(b)(2) of the Department of Treasury Regulations (the “Treasury
Regulations”) and thus are payable pursuant to the “short-term deferral” rule
set forth in Section 1.409A-1(b)(4) of the Treasury Regulations.  To
the extent such payments are made following said March 15, such severance
payments are intended to constitute separate payments for purposes of Section
1.409A-2(b)(2) of the Treasury Regulations made upon an involuntary termination
from services and payable pursuant to Section 1.409A-1(b)(9)(iii) of the
Treasury Regulations, to the maximum extent permitted by said provisions, with
any excess amount being regarded as subject to the distribution 

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    requirements
of Section 409A(a)(2)(A) of the Internal Revenue Code of 1986, as amended (the
“Code”).  In addition, any payment or benefit due upon a termination
of Executive’s employment that represents a “deferral of compensation” within
the meaning of Section 409A of the Code shall only be paid or provided to
Executive once her termination of employment qualifies as a “separation from
service.”  Executive agrees that the Company shall have the right to
delay the payment of any severance amount payable hereunder to the extent
necessary or appropriate to comply with Section 409A(a)(2)(B)(i) of the Code
(relating to payments made to certain “key employees” of certain publicly-traded
companies) and in such event, any such amounts to which Executive would
otherwise be entitled during the six (6)-month period immediately following his
separation from service will be paid on the first business day following the
expiration of such six (6)-month period, or such other period as provided for
under final guidance promulgated under Section 409A of the
Code.  Neither the Company nor Executive shall have the right to
accelerate any payment of severance payments hereunder.  Finally,
amounts or benefits payable under this Agreement shall be deemed not to be a
“deferral of compensation” subject to Section 409A to the extent provided in the
exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term
deferrals”) and (b)(9) (“separation pay plans,” including the exception under
subparagraph (iii)) and other applicable provisions of Treasury Regulation
Section 1.409A-1 through A-6.  The payment or reimbursement of
expenses in Section 9 in one taxable year shall not affect the amount of the
payment of such expenses provided to or on behalf of Executive in any other
taxable year.  Any payment or reimbursement of expenses provided for in
such sections shall be paid on or before the last day of Executive’s taxable
year following the taxable year in which the expense was incurred.  The
right to payment of such expenses under such sections may not be liquidated or
exchanged for any other benefit.

     

    
      
        	16. 	GENERAL
      PROVISIONS.


      

    

    
       

      16.1    Amendment. 
This
Agreement may be amended or modified only by a writing signed by both of the
parties hereto.

    

     

    16.2           Binding
Agreement.  This
Agreement shall inure to the benefit of and be binding upon Executive, her heirs
and personal representatives, and the Company and its successors and
assigns.

     

    16.3           Waiver Of Breach; Specific
Performance.  The
waiver of a breach of any provision of this Agreement shall not operate or be
construed as a waiver of any other breach. Each of the parties to this Agreement
will be entitled to enforce its or her rights under this Agreement,
specifically, to recover damages by reason of any breach of any provision of
this Agreement and to exercise all other rights existing in its or her favor.
The parties hereto agree and acknowledge that money damages may not be an
adequate remedy for any breach of the provisions of this Agreement and that any
party may in its or her sole discretion apply to any court of law or equity of
competent jurisdiction for specific performance or injunctive relief in order to
enforce or prevent any violations of the provisions of this
Agreement.

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    16.4           Indemnification and
Insurance.  The
Company shall indemnify and hold the Executive harmless to the maximum extent
permitted by law against judgments, fines, amounts paid in settlement and
reasonable expenses, including reasonable attorneys’ fees incurred by the
Executive, in connection with the defense of, or as a result of any action or
proceeding (or any appeal from any action or proceeding) in which the Executive
is made or is threatened to be made a party by reason of the fact that she is or
was an officer of the Company or any affiliate. In addition, the Company agrees
that the Executive is and shall continue to be covered and insured up to the
maximum limits provided by all insurance which the Company maintains to
indemnify its directors and officers (and to indemnify the Company for any
obligations which it incurs as a result of its undertaking to indemnify its
officers and directors) and that the Company will exert its best efforts to
maintain such insurance, in not less than its present limits, in effect
throughout the term of the Executive’s employment.

    
      
      

    

     


      16.5    No Effect On Other
Arrangements.  It is
expressly understood and agreed that the payments made in accordance with this
Agreement are in addition to any other benefits or compensation to which
Executive may be entitled or for which she may be eligible, whether funded or
unfunded, by reason of her employment with the Company including, without
limitation, the Executive Retention Agreement referred to in Section 10.
Notwithstanding the foregoing, the provisions in Sections 5 through 9 regarding
benefits that the Executive will receive upon her employment being terminated
supersede and are expressly in lieu of any other severance program or policy
that may be offered by the Company, except with regard to any rights the
Executive may have pursuant to COBRA.

    

     

    
      16.6    Continuation of
Compensation.  If
Executive becomes entitled to payments under Section 8 or Section 9 but dies
before receipt thereof, the Company agrees to pay to the Executive’s spouse or
her estate, as the case may be, pursuant to such designation as Executive shall
deliver to the Company in a form reasonably satisfactory to the Company, any
amounts to which Executive, at the time of her death, was so
entitled.

    

    


    
      
      

    

    
      16.7    Tax
Withholding.  There shall be deducted from each
payment under this Agreement the amount of any tax required by any governmental
authority to be withheld and paid over by the Company to such governmental
authority for the account of Executive.

       

    

    
      16.8    Notices. 
All
notices and all other communications provided for herein shall be in writing and
delivered personally to the other designated party, or mailed by certified or
registered mail, return receipt requested, or delivered by a recognized national
overnight courier service, or sent by facsimile, as follows:

    

    


    
      
        	
                 
      

              	
                If
      to Company to:

              	
                Cracker
      Barrel Old Country Store, Inc.

              
	 	 	Attn:
      Chief Legal Officer
	 	 	P.O.
      Box 787
	 	 	Lebanon,
      TN 37088-0787


      

    

     

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    
      
        	 	 	Facsimile:
      (615) 443-9818
	 	 	 
	
                 
      

              	
                If
      to Executive to:

              	
                Executive’s
      most recent address on file with the
Company.

              


      

    

    


    
      
        	
                 
      

              	
                Copy
      to:

              	
                Boies,
      Schiller & Flexner, LLP

              
	 	 	575
      Lexington Avenue, 7th
      Floor
	 	 	New
      York, NY 10022
	 	 	Attn:  Robert
      M. Lia, Esq.


      

    

     

    All
notices sent under this Agreement shall be deemed given twenty-four (24) hours
after sent by facsimile or courier, seventy-two (72) hours after sent by
certified or registered mail and when delivered if personal delivery. Either
party hereto may change the address to which notice is to be sent hereunder by
written notice to the other party in accordance with the provisions of this
Section.

    


    16.9     Governing
Law.   This
Agreement shall be governed by and construed in accordance with the laws of the
State of Tennessee (without giving effect to conflict of laws).

    


    16.10   Entire
Agreement.  This
Agreement contains the full and complete understanding of the parties hereto
with respect to the subject matter contained herein and this Agreement
supersedes and replaces any prior agreement, either oral or written, which
Executive may have with Company that relates generally to the same subject
matter.

    


    16.11   Assignment.  This
Agreement may not be assigned by Executive without the prior written consent of
Company, and any attempted assignment not in accordance herewith shall be null
and void and of no force or effect.

    


    16.12   Severability.   If
any one or more of the terms, provisions, covenants or restrictions of this
Agreement shall be determined by a court of competent jurisdiction to be
invalid, void or unenforceable, then the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect, and to that end the provisions hereof shall be deemed
severable.

    


    16.13   Section
Headings.  The
Section headings set forth herein are for convenience of reference only and
shall not affect the meaning or interpretation of this Agreement
whatsoever.

    


    16.14   Interpretation.  Should a
provision of this Agreement require judicial interpretation, it is agreed that
the judicial body interpreting or construing the Agreement shall not apply the
assumption that the terms hereof shall be more strictly construed against one
party by reason of the rule of construction that an instrument is to be
construed more strictly against the party which itself or through its agents
prepared the agreement, it being agreed that all parties and/or their agents
have participated in the preparation hereof.

    


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    16.15    Mediation.  Except as
provided in subsection (c) of this Section 16.15, the following provisions shall
apply to disputes between Company and Executive: (i) arising out of or related
to this Agreement (including any claim that any part of this agreement is
invalid, illegal or otherwise void or voidable), or (ii) the employment
relationship that exists between Company and Executive:

    


       
(a)           The parties
shall first use their best efforts to discuss and negotiate a resolution of the
dispute.

    


       
(b)           If efforts
to negotiate a resolution do not succeed within 5 business days after a written
request for negotiation has been made, a party may submit to the dispute to
mediation by sending a letter to the other party requesting mediation. The
dispute shall be mediated by a mediator agreeable to the parties or, if the
parties cannot agree, by a mediator selected by the American Arbitration
Association. If the parties cannot agree to a mediator within 5 business days,
either party may submit the dispute to the American Arbitration Association for
the appointment of a mediator. Mediation shall commence within 10 business days
after the mediator has been named.

    


       
(c)           The
provisions of this Section 16.15 shall not apply to any dispute relating to the
ability of the Company to terminate Executive’s employment pursuant to Section 5
or Section 9 of this Agreement nor shall they apply to any action by the Company
seeking to enforce its rights arising out of or related to the provisions of
Article 13 of this Agreement.

    


    16.16   Voluntary
Agreement.   Executive
and Company represent and agree that each has reviewed all aspects of this
Agreement, has carefully read and fully understands all provisions of this
Agreement, and is voluntarily entering into this Agreement. Each party
represents and agrees that such party has had the opportunity to review any and
all aspects of this Agreement with legal, tax or other adviser(s) of such
party’s choice before executing this Agreement.

    


    


     

    [Signatures
on following page]

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    IN WITNESS WHEREOF, the
parties hereto have executed, or caused their duly authorized representative to
execute, this Agreement as of the date and year first above
written.

     

    
      
        
          
            
              
                
                  
                    
                      	 	CRACKER BARREL OLD COUNTRY
      STORE, INC.	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
                               

                            	
                              By:
      

                            	/s/ Michael
      A. Woodhouse    	 
	 	 	 	Michael
      A. Woodhouse	 
	 	 	 	Chairman
      and CEO	 


                    

                  

                

              

            

          

        

      



     

    
      
        
          
            
              
                
                  
                    
                      
                        	 	
                                “EXECUTIVE”

                              	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 /s/
      Sandra B. Cochran       	 
	 	 	 	Sandra
      B. Cochran	 
	 	 	 	 


                      

                    

                  

                

              

            

          

        

      

    

    


     

    
      
        
        

      

      
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    RELEASE

    


    


    THIS
RELEASE (“Release”) is made and entered into by and between SANDRA B. COCHRAN
(“Employee”) and CRACKER BARREL OLD COUNTRY STORE, INC. and its successor or
assigns (“Company”).

    


    WHEREAS,
Employee and Company have agreed that Employee’s employment with the Company
shall terminate on ______________________;

    


    WHEREAS,
Employee and the Company have previously entered into that certain Employment
Agreement, dated “Effective Date TBD” (“Agreement”), and this Release is
incorporated therein by reference;

    


    WHEREAS,
Employee and Company desire to delineate their respective rights, duties and
obligations attendant to such termination and desire to reach an accord and
satisfaction of all claims arising from Employee’s employment, and her
termination of employment, with appropriate releases, in accordance with the
Agreement;

    


    WHEREAS,
the Company desires to compensate Employee in accordance with the Agreement for
service she has or will provide for the Company;

    


    NOW,
THEREFORE, in consideration of the premises and the agreements of the parties
set forth in this Release, and other good and valuable consideration the receipt
and sufficiency of which are hereby acknowledged, the parties hereto, intending
to be legally bound, hereby covenant and agree as follows:

    


    1.           Claims Released Under This
Agreement. In exchange for receiving the severance benefits described in
Section 8 or Section 9 of the Agreement and except as provided in Section 2
below, Employee 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 Employee ever had, may have, or
now has against Company and other current or former subsidiaries or affiliates
of the Company and their past, present and future officers, directors,
employees, agents, insurers and attorneys (collectively, the “Releasees”),
arising out of or relating to (directly or indirectly) Employee’s employment or
the termination of her employment with the Company, including but not limited
to:

    


    (a)           claims
for violations of Title VII of the Civil Rights Act of 1964, the Age
Discrimination in Employment Act, the Fair Labor Standards Act, the Civil Rights
Act of 1991, the Americans With Disabilities Act, the Equal Pay Act, the Family
and Medical 

     

    
      
        
        

      

      
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    Leave
Act, 42 U.S.C. § 1981, the National Labor Relations Act, the Labor Management
Relations Act, Executive Order 11246, Executive Order 11141, the Rehabilitation
Act of 1973, or the Employee Retirement Income Security Act;

    


    (b)           claims
for violations of any other federal or state statute or regulation or local
ordinance;

    


    (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)            any
other claims under state law arising in tort or contract.

    


    2.           Claims Not Released Under
This Agreement. In signing this Release, Employee is not releasing any
claims that may arise under the terms of the Agreement, that enforce her rights
under the Agreement, that arise out of events occurring after the date Employee
executes this Release, that arise under any written non-employment related
contractual obligations between the Company or its affiliates and Employee which
have not terminated as of the execution date of this Release by their express
terms, that arise under a policy or policies of insurance (including director
and officer liability insurance) maintained by the Company or its affiliates on
behalf of Employee, or that relate to any indemnification obligations to
Employee under the Company’s bylaws, certificate of incorporation, Tennessee law
or otherwise. However, Employee 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 Agreement shall prohibit Employee from
engaging in protected activities under applicable law or from communicating,
either voluntarily or otherwise, with any governmental agency concerning any
potential violation of the law.

    


    3.           No Assignment of
Claim. Employee represents that she 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. This Release shall not in any way be construed as an admission
by the Company or Employee of any improper actions or liability whatsoever as to
one another, and each specifically disclaims any liability to or improper
actions against the other or any other person, on the part of itself or herself,
its or her employees or agents.

    


    5.           Voluntary Execution.
Employee warrants, represents and agrees that she has been encouraged in writing
to seek advice from anyone of her choosing regarding this Release, including her
attorney and accountant or tax advisor prior to her signing it; that this
Release 

     

    
      
        
        

      

      
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    represents
written notice to do so; that she has been given the opportunity and sufficient
time to seek such advice; and that she fully understands the meaning and
contents of this Release. She further represents and warrants that she was not
coerced, threatened or otherwise forced to sign this Release, and that her
signature appearing hereinafter is voluntary and genuine. EMPLOYEE
UNDERSTANDS THAT SHE MAY TAKE UP TO TWENTY-ONE (21) DAYS TO CONSIDER WHETHER OR
NOT SHE DESIRES TO ENTER INTO THIS RELEASE.

    


    6.           Ability to Revoke
Agreement. EMPLOYEE
UNDERSTANDS THAT SHE MAY REVOKE THIS RELEASE BY NOTIFYING THE COMPANY IN WRITING
OF SUCH REVOCATION WITHIN SEVEN (7) DAYS OF HER EXECUTION OF THIS RELEASE AND
THAT THIS RELEASE IS NOT EFFECTIVE UNTIL THE EXPIRATION OF SUCH SEVEN (7) DAY
PERIOD. SHE UNDERSTANDS THAT UPON THE EXPIRATION OF SUCH SEVEN (7) DAY PERIOD
THIS RELEASE WILL BE BINDING UPON HER AND HER HEIRS, ADMINISTRATORS,
REPRESENTATIVES, EXECUTORS, SUCCESSORS AND ASSIGNS AND WILL BE
IRREVOCABLE.

     

                                                ACKNOWLEDGED AND
AGREED TO:

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	 	"COMPANY"	 
	 	Cracker
      Barrel Old Country Store, Inc.	 
	 	 	 	 
	 	 	 	 
	
                                                         

                                                      	
                                                        By:
      

                                                      	 	 
	 	Its:	 	 


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    


    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.

    


    


    “EMPLOYEE”

    


    


    ____________________________                                                                                                __________________________

    Sandra B.
Cochran                                                                                                                           Date

    


    


    


    
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