Employee Severance Agreement


    Exhibit
      10.1

    


    AGREEMENT

    


    THIS
      AGREEMENT
      (the
      "Agreement") is made as of this 15th
      day of
      July, 2006 (the "Effective Date"), by and between David L. Gilbert, a natural
      person resident in Williamson County, TN and his heirs, assigns, executors,
      agents and representatives (“Gilbert”) on the one side, and CBRL Group, Inc.
      (together with its subsidiaries and affiliates, including Cracker Barrel Old
      Country Store, Inc. hereinafter referred to as “CBRL”) on the
      other;

     

    


     

    W
      I T N E S S E T H:

    


    WHEREAS,
      Gilbert
      has been employed as the Chief Administrative Officer of CBRL’s wholly-owned
      subsidiary, Cracker Barrel Old Country Store, Inc. (“Cracker Barrel”);
      and

    


    WHEREAS,
      Gilbert
      and CBRL are parties to that certain Employee Retention Agreement (the
“Retention Agreement”) dated as of October 3, 2001; and 

    


    


    WHEREAS,
      pursuant
      to a management reorganization within CBRL and Cracker Barrel, Gilbert’s
      position has been terminated from his employment with Cracker Barrel and/or
      CBRL
      effective the Effective Date; and

    


    WHEREAS,
      Cracker
      Barrel wishes to secure Gilbert’s continuing services for a period of time as a
      consultant; and

    


    WHEREAS,
      it is
      the desire of Gilbert and CBRL to enter into this Agreement to resolve all
      matters arising out of or related to Gilbert's employment with CBRL and Cracker
      Barrel;

    


    NOW,
      THEREFORE,
      for and
      in consideration of the mutual covenants and promises contained herein, the
      parties hereby agree as follows:

    


    1.    Termination
      of Employment: Consulting Agreement.
      This
      confirms that Gilbert, effective the Effective Date, resigned as an officer
      of
      Cracker Barrel and CBRL, as well as an officer or director of any subsidiary
      of
      Cracker Barrel. With the exception of the Employee Retention Agreement of
      October 3, 2001 as it relates to Gilbert, this Agreement supersedes any and
      all
      prior agreements with respect to Gilbert’s employment with Cracker Barrel or
      CBRL or any rights incident thereto, all of which are hereby wholly terminated
      and cancelled as of the Effective Date. The respective rights and obligations
      of
      the parties shall be governed hereafter by the terms of this
      Agreement.

    


    For
      a
      period of time from the Effective Date through and including September 30,
      2006
      Cracker Barrel and Gilbert agree that he will serve as a consultant to


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Cracker
      Barrel in all matters related to his prior employment as an officer with Cracker
      Barrel.

    


     

    2.

    2.1    Severance.
      In
      accordance with CBRL’s severance guidelines adopted by the Compensation and
      Stock Option Committee of CBRL’s Board of Directors, during the twelve (12)
      months following the Effective Date (the “Severance Period”), but subject to
      early termination pursuant to Section 10, CBRL will pay Gilbert the sum of
      Three
      Hundred Sixty-four Thousand and 00/100 Dollars ($364,000) less applicable
      deductions required by law, which shall be payable at the rate of Fifteen
      Thousand One-Hundred Sixty-six and 67/100 Dollars ($15,166.67), semi-monthly,
      beginning July 28, 2006, in accordance with CBRL’s regular payroll
      policies.

    


    


    2.2.    FY06
      Bonus: Gilbert
      shall receive his pro rata share (through July 15 2006) of any FY06 bonus paid
      pursuant to the terms of the Executive Team Bonus Plan if any such bonus is
      made
      to the FY06 Executive Team members; said bonus to be paid, if it all, at the
      same time other Executive Team bonus payments are made.

    


    3.    Stock
      Options.
      All
      vested options may be exercised on or before the date that is ninety (90) days
      after September 30, 2006 in accordance with the provisions of CBRL’s stock
      option plan(s). Options granted will continue to vest through September 30,
      2006
      and options not vested by September 30, 2006 will be forfeited. Gilbert hereby
      relinquishes any right to exercise any rights or options that he has to acquire
      or purchase CBRL common stock other than the Vested Options, and, without
      limiting the foregoing, he specifically relinquishes the September 22, 2005
      grant of Ten Thousand, Five Hundred Twenty-five (10,525) restricted shares
      of
      CBRL common stock, as of July 15, 2006. The terms and provisions of this
      Agreement shall supersede and control over any of the terms and provisions
      of
      any agreement between Gilbert and CBRL (or Cracker Barrel) with respect to
      any
      rights to receive or options to purchase CBRL’s common stock. 

    


    4.    Benefits
      and Other Matters.

    


    4.1.    Cracker
      Barrel shall continue to provide all group health insurance benefits for Gilbert
      and his dependents at the same level as for other Cracker Barrel officers for
      the period ending September 30, 2006. Afterwards, upon payment of the
      appropriate premiums, Gilbert will have the right to continue his participation
      in CBRL's group health coverage plan under the applicable COBRA
      regulations.

    


    4.2.    Gilbert
      may utilize CBRL’s outplacement services during the Severance
      Period.

    


    4.3.    Gilbert
      will be reimbursed for any reasonable and pre-approved out-of-pocket expenses
      incurred through the Effective Date in accordance with CBRL's or Cracker
      Barrel’s travel and entertainment reimbursement guidelines, provided


     

    
      
        
        

      

      
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         that
      request for reimbursement is made
      on or before thirty days after the Effective Date.

    


    4.4.    Gilbert
      acknowledges that the consideration set forth in this Agreement is over and
      above any payment or benefits to which he is legally entitled absent this
      Agreement.

    


    5.    Gilbert's
      Release.
      With
      the exception of all rights Gilbert may have arising from the Employee Retention
      Agreement dated October 3, 2001, Gilbert hereby generally releases and
      discharges CBRL and Cracker Barrel and each of their respective predecessors,
      successors (by merger or otherwise), parents, subsidiaries, affiliated entities,
      divisions and assigns, together with each and every of their present, past
      and
      future officers, directors, shareholders, general partners, limited partners,
      employees and agents and the heirs and executors of same (herein collectively
      referred to as the “Company Group”) from any and all suits, causes of action,
      complaints, obligations, demands, or claims of any kind, whether in law or
      in
      equity, direct or indirect, known or unknown (hereinafter “claims”), which
      Gilbert ever had, now has, or may have against CBRL, Cracker Barrel, the Company
      Group or any one of them arising out of or relating to any matter, thing or
      event occurring up to and including the date of this Agreement. Gilbert’s
      release specifically includes, but is not limited to:

    


    
      	 	
              (a)

            	
              Any
                and all claims for wages and benefits including, without limitation,
                salary, stock, commissions, royalties, license fees, health and welfare
                benefits, severance pay, vacation pay, and bonuses;
                

            


    

    


    
      	 	
              (b)

            	
              Any
                and all claims for wrongful discharge and breach of contract whether
                express or implied, and implied covenants of good faith and fair
                dealing;

            


    

    


    
      	 	
              (c)

            	
              Any
                and all claims for alleged employment discrimination on the basis
                of age,
                race, color, religion, sex, national origin, veteran status, disability
                and/or handicap, and any and all claims for violation of any federal,
                state or local statute, ordinance, judicial precedent or executive
                order,
                including but not limited to claims under the following statutes:
                Title
                VII of the Civil Rights Act of 1964, 42 U.S.C. §2000e et
                seq.,
                the Civil Rights Act of 1866, 42 U.S.C. §1981, the Age Discrimination in
                Employment Act, as amended, 29 U.S.C. §621 et seq.,
                the Older Workers Benefit Protection Act, 29 U.S.C. §626(f), the Americans
                with Disabilities Act, 42 U.S.C. §12101 et
                seq.,
                the Family and Medical Leave Act of 1993, as amended, the Fair Labor
                Standards Act, as amended, the Employee Retirement Income Security
                Act of
                1974, as amended, and the Tennessee Human Rights Act or any comparable
                statute;

            


    

    


    
      	 	
              (d)

            	
              Any
                and all claims in tort (including but not limited to any claims for
                misrepresentation, defamation, interference with contract or prospective
                economic advantage, intentional or negligent infliction of emotional
                distress, duress, loss of consortium, invasion of privacy and
                negligence);

            


    

    


    
      
        
        

      

      
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              (e)

            	
              Any
                and all claims for attorneys’ fees and costs;
                and

            


    

    


    
      	(f)        	
              Any
                and all other claims for damages, including compensatory and punitive
                damages: and

            


    

    


    
      	(g)   
                  	
              CBRL
                also releases Gilbert from any and all claims it may have against
                him with
                regard to his employment, with the exception of criminal acts such
                as
                fraud and other criminal acts that may not be known to CBRL as of
                the
                Effective Date of this Agreement.

            


    

    


    6.    Acknowledgment.
      The
      parties agree that neither of them have breached any oral or written contract
      that may have existed between them nor with respect to Gilbert’s employment or
      termination of employment have the parties violated any law, statute, rule
      regulation or ordinance of any governmental authority relating to employment.
      Gilbert acknowledges that the payments and other consideration paid hereunder
      can not and shall not be construed as any admission of liability or wrongdoing
      on the part of either CBRL or any member of the Company Group. Likewise, CBRL
      acknowledges that nothing in this Agreement should be construed as an admission
      of liability or wrongdoing on the part of Gilbert. Gilbert
      understands that the release set forth in this Agreement extends to all of
      the
      aforementioned claims and potential claims which arose on or before the date
      of
      the execution of this Agreement, whether now known or unknown, suspected or
      unsuspected, and his participation as a member of any class asserting any such
      claims, and that this acknowledgement and release constitute essential terms
      of
      this Agreement. CBRL likewise acknowledges that the release set forth in this
      Agreement extends to all claims and potential claims which arose on or before
      the date of the execution of this Agreement, whether known or unknown, suspected
      or unsuspected, except as noted herein, and that this acknowledgement and
      release constitutes essential terms of this Agreement. The parties understand
      and acknowledge the significance and consequence of this Agreement and of each
      specific release and waiver, and expressly consent that this Agreement shall
      be
      given full force and effect according to each and all of its express terms
      and
      provisions, including those relating to unknown and unsuspected claims, demands,
      obligations, and causes of action, if any, as well as those relating to any
      other claims, demands, obligations or causes of action herein above-specified.
      

    


    7.    Reinstatement.
      Gilbert
      hereby waives any right or claim he may have to employment, re-instatement,
      re-assignment or re-employment with CBRL, Cracker Barrel or any other member
      of
      the Company Group. Mr. Gilbert is listed as eligible for rehire, as of July
      15th,
      2006.
      Gilbert's acknowledgement and agreement as to these matters are material
      inducements for CBRL's making certain other of its agreements including, without
      limitation, the payments in Section 2.

     

    8.    Publicity;
      No Disparaging Statements.

    


    8.1.    Gilbert
      agrees that he shall not make or authorize any disparaging communications with
      respect to, or take any actions detrimental to the interests of, CBRL, Cracker
      Barrel, any member of the Company Group or any of their respective officers,
      directors or employees, past or present, as further defined in

     

    
      
        
        

      

      
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Sections
        8 and 9 in their entirety. To the extent that the foregoing prohibition might
        be
        applicable, it is not intended to prevent Gilbert from giving testimony pursuant
        to compulsory process of law.

    

    


    8.2.    At
      any
      time following the Effective Date, CBRL shall not make any public statements,
      announcements or disclosures, except as may be required by law, of any
      information detrimental to Gilbert. The determination whether any disclosure
      is
      required by law shall be made by a court of competent jurisdiction.

    


    9.    Business
      Protection Provisions.

    


    9.1    Preamble.
      As a material inducement to CBRL to enter into this Agreement, and its
      recognition of the valuable experience, knowledge and proprietary information
      Gilbert gained from his employment with Cracker Barrel, Gilbert warrants and
      agrees he will abide by and adhere to the following business protection
      provisions in this Section 9 and all sub-sections thereof.

    


    9.2    Definitions.
      For purposes of this Section 9 and all sub-sections thereof, the following
      terms
      shall have the following meanings:

    


    
      	 	
              (a)

            	
              "Competitive
                Position" shall mean any employment, consulting, advisory, directorship,
                agency, promotional or independent contractor arrangement between
                Gilbert
                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
                CBRL, Cracker Barrel or any of their respective subsidiaries or affiliates
                (collectively the "CBRL Entities") is engaged whereby Gilbert 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
                Gilbert
                participated or that he directed or oversaw while employed by Cracker
                Barrel. The following companies and concepts are the only ones that
                would
                be deemed the same or similar to CBRL Entities and/ or the businesses
                in
                which the CBRL Entities are engaged: O’Charley’s, Ruby Tuesday’s, Bob
                Evans, Applebee's International, International House of Pancakes,
                and
                Denny’s.

            


    

    


    
      	 	
              (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 CBRL Entities, other than "Trade
                Secrets" (as defined below), which is of tangible or intangible value
                to
                any of the CBRL Entities and the details of which are not generally
                known
                to the competitors of the CBRL Entities. Confidential Information
                shall
                also include: any items that any of the CBRL Entities have marked
                "CONFIDENTIAL" or some similar designation or are otherwise identified
                as
                being confidential.

            


    

    


    
      
        
        

      

      
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              (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 the twelve (12) month period following the Effective
                Date; provided, however that the Restricted Period shall be extended
                for a
                period of time equal to any period(s) of time within the twelve (12)
                month
                period following the Effective Date that Gilbert is determined by
                a final
                non-appealable judgment from a court of competent jurisdiction to
                have
                engaged in any conduct that violates this Section 9 or any sub-sections
                thereof, the purpose of this provision being to secure for the benefit
                of
                CBRL and Cracker Barrel the entire Restricted Period being bargained
                for
                by CBRL for the restrictions upon Gilbert'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 CBRL
                Entities, including, but not limited to, technical or non-technical
                data,
                recipes, formulas, patterns, compilations, programs (e.g.,
                advertising or promotional schedules), devices, methods, 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 (e.g.,
                menus, advertising materials), property, data, documentation, "know-how,"
                concepts or plans, inventions, improvements, techniques and processes
                relating to the CBRL Entities that were conceived, discovered, created,
                written, revised or developed by Gilbert during the term of his employment
                with Cracker Barrel.

            


    

    


    9.3
       Nondisclosure;
      Ownership of Proprietary Property.

    


    
      	 	
              (a)

            	
              In
                recognition of the need of the CBRL Entities to protect their legitimate
                business interests, Confidential Information and Trade Secrets, Gilbert
                hereby covenants and agrees that Gilbert shall regard and treat Trade
                Secrets and all Confidential Information as


            


    

     

     

    
      
        
        

      

      
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      strictly
        confidential and wholly-owned by the CBRL Entities and shall not, for a period
        of two (2) years, 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.

       

    

    
      	 	
              (b)

            	
              Gilbert
                shall exercise best efforts to ensure the continued confidentiality
                of all
                Trade Secrets and Confidential Information, and he shall immediately
                notify CBRL of any unauthorized disclosure or use of any Trade Secrets
                or
                Confidential Information of which Gilbert becomes aware. Gilbert
                shall
                assist the CBRL Entities, to the extent necessary, in the protection
                of or
                procurement of any intellectual property protection or other rights
                in any
                of the Trade Secrets or Confidential
                Information.

            


    

          

     

    
      	 	
              (c)

            	
              All
                Work Product shall be owned exclusively by the CBRL Entities. To
                the
                greatest extent possible, any Work Product shall be deemed to be
                "work
                made for hire" (as defined in the Copyright Act, 17 U.S.C. §§ 101
                et
                seq.,
                as amended), and Gilbert hereby unconditionally and irrevocably transfers
                and assigns to the applicable CBRL Entity all right, title and interest
                Gilbert 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 associated therewith), trade
                secrets, service marks (and the goodwill associated therewith) and
                other
                intellectual property rights. Gilbert agrees to execute and deliver
                to the
                applicable CBRL Entity any transfers, assignments, documents or other
                instruments which CBRL 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
                CBRL
                Entity.

            


    

    


    
      	 	
              (d)

            	
              Gilbert
                also recognizes that all writings, illustrations, drawings and other
                similar materials which embody or otherwise contain Trade Secrets,
                Confidential Information or Work Product that any CBRL Entity may
                have
                produced during his employment or which may have been given to Gilbert
                in
                connection with his employment are the property of CBRL and/or Cracker
                Barrel, and it is Gilbert's obligation to immediately return any
                such
                materials to CBRL and/or Cracker Barrel, as the case may
                be.

            


    

    


    9.4    Non-Interference
      With Executives; Non-solicitation of Employees. 

     

    
      
        
        

      

      
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          Gilbert
        recognizes and acknowledges that, as a result of his employment by Cracker
        Barrel, he has become familiar with and has acquired
        knowledge           


          of confidential
        information and certain other information regarding the other executives
        and
        employees of the CBRL Entities. Therefore, Gilbert agrees that, 

          during
        the
        Restricted Period, Gilbert shall not encourage, solicit or otherwise attempt
        to
        persuade any person in the employment of the CBRL Entities to end 

          his/her
        employment with a CBRL Entity or to violate any confidentiality, non-competition
        or employment agreement that such person may have with a CBRL 

          Entity
        or any
        policy of any CBRL Entity. Furthermore, neither Gilbert nor any person acting
        in
        concert with Gilbert nor any of Gilbert's affiliates shall, during 

          the Restricted
        Period, employ any person who has been an employee of any CBRL Entity unless
        that person has ceased to be an employee of the CBRL 

          Entities
        for
        at least six (6) months. Gilbert also shall not communicate in any manner
        whatsoever, whether directly or indirectly, with any employee of a CBRL


          Entity
        on the
        topic of the individual's employment with a CBRL Entity, his or her plans
        for
        employment in the future, or his or her employment with any other 

          entity,
        other
        than to say Gilbert is unable to engage in any discussions,

    

    


    
      	9.5          	
              Non-Competition;
                Standstill. Gilbert covenants and agrees to not obtain or work in
                a
                Competitive Position within the Territory during the Restricted Period
                as
                limited and set forth in Section 9.2(a). Gilbert
                further agrees that, during the Restricted Period, he will not in
                any
                manner (i) acquire, agree to acquire, or make any proposal (or request
                permission to make any proposal) to acquire any securities (or direct
                or
                indirect rights, warrants, or options to acquire any securities)
                or
                property (including the stock or assets of any of CBRL’s subsidiaries) of
                CBRL (other than property transferred in the ordinary course of CBRL's
                business), unless such acquisition, agreement, or making of a proposal
                shall have been expressly first approved by (or in the case of a
                proposal,
                expressly first invited by) CBRL's Board of Directors, (ii) solicit
                proxies from CBRL’s shareholders or otherwise seek to influence or control
                the management or policies of CBRL or any of its affiliates or
                subsidiaries, or (iii) assist (including by knowingly providing or
                arranging financing for that purpose) any other person or Entity
                in doing
                any of the foregoing. Gilbert
                and CBRL 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 CBRL due
                to
                Gilbert's status and reputation in the industry and the knowledge
                to be
                acquired by Gilbert through his association with CBRL’s and Cracker
                Barrel's business and the public's close identification of Gilbert
                with
                Cracker Barrel and Cracker Barrel with Gilbert. Further, Gilbert
                acknowledges that his skills are such that he could easily find
                alternative, commensurate employment or consulting work in his field
                that
                would not violate any of the provisions of this Agreement. Gilbert
                acknowledges and understands that, as


            


    

     

    
       

      
        
          
          

        

        
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                     Consideration
        for his
        executionof this Agreement and his agreement with the terms of this covenant
        not
        to compete, Gilbert will 

                     receive severance
        and
        other benefits from CBRL in accordance with this Agreement.

       

    

    
      	                     9.6.	
               

            	
              CBRL
                specifically acknowledges and agrees that the disclosures made by
                Gilbert
                on Exhibit “A”, attached hereto, do not violate any term or condition of
                this Agreement, and that any claim CBRL potentially has or had arising
                out
                of this disclosure is specifically
                released.

            


    

     

    10.    Remedies. Gilbert
      understands and acknowledges that his violation of Section 8.1 or Section 9
      or
      any sub-section thereof may cause irreparable harm to CBRL and Cracker Barrel
      and CBRL entities may be entitled to seek injunction injunctive relief by any
      court of competent jurisdiction enjoining and restraining Gilbert from any
      employment, service, or other act prohibited by this Agreement. The parties
      agree that nothing in this Agreement shall be construed as prohibiting CBRL
      from
      pursuing any remedies available to it for any breach or threatened breach of
      Section 8.1 or Section 9 or any sub-section thereof, including, without
      limitation, the recovery of damages from Gilbert or any person or entity acting
      in concert with Gilbert. If any part of Section 8.1 or Section 9 or any
      sub-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 payments under this
      Agreement are being agreed to in reliance upon Gilbert's compliance with
      Sections 8.1 and 9, in the event of
      a
      breach of Gilbert of any of the provisions of Section 8.1 or Section 9 or any
      sub-sections thereof, damages to CBRL would be difficult to determine and,
      in
      the event of such breach by Gilbert: the Severance Period shall immediately
      terminate without any action on the part of CBRL and CBRL shall be released
      from
      its obligations (a) to make any further payments to Gilbert under Section 2
      hereof and (b) under Section 8.2 hereof. If
      CBRL
      brings suit to compel performance of, to interpret, or to recover damages for
      the breach of this Agreement, CBRL, if it prevails, shall be entitled to recover
      its reasonable attorneys’ fees in addition to costs and necessary disbursements
      otherwise recoverable. Cracker Barrel may seek equitable relief in any federal
      or state court in Middle Tennessee and Cracker Barrel and Gilbert hereby submit
      to jurisdiction in those courts.

    


    11.    No
      Admissions.
      Neither
      the execution of this Agreement by CBRL nor the terms hereof constitutes an
      admission by CBRL, or by any agent or employee of CBRL or the Company Group,
      of
      liability or unlawful conduct in any manner. Likewise, Gilbert’s execution of
      this Agreement nor its terms constitute an admission by him of any liability
      or
      unlawful conduct.

    


    12.    Entire
      Agreement.
      This
      Agreement contains the entire agreement of the parties with respect to the
      subject matter hereof, and shall be binding upon their respective heirs,
      executors, administrators, successors and assigns. In addition, although not
      a
      party to this Agreement, Cracker Barrel is an intended third party beneficiary
      of this Agreement and entitled to enforce against Gilbert any of the provisions
      of this Agreement.

    


    
      
        
        

      

      
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    13.    Severability.
      If any
      term or provision of this Agreement shall be held to be invalid or unenforceable
      for any reason, then such term or provision shall be ineffective to the extent
      of such invalidity or unenforceability without invalidating the remaining terms
      or provisions hereof, and such term or provision shall be deemed modified to
      the
      extent necessary to make it enforceable.

    


    14.    Advice
      of Counsel; Revocation Period.
      Gilbert
      represents and warrants: 

    


    
      	 	
              (a)

            	
              That
                he has had up to twenty-one (21) days to consider this Agreement,
                and has
                decided to enter into it; signing prior to the expiration of the
                twenty-one (21) day period constitutes a waiver of his right to the
                additional time period;

            


    

    


    
      	 	
              (b)

            	
              That
                he has carefully read this Agreement, and understands its contents,
                meaning and intent; 

            


    

    


    
      	 	
              (c)

            	
              That,
                understanding this document, he has freely and voluntarily executed
                it
                with the advice of counsel aforesaid, without compulsion, coercion
                or
                duress; and

            


    

    


    
      	 	
              (d)

            	
              That
                he has seven (7) days following his execution of this Agreement to
                revoke
                his acceptance of the Agreement, and that the Agreement will not
                become
                effective until the revocation period has expired. If he wishes to
                revoke
                this Agreement, he must notify N.B. Forrest Shoaf, Senior Vice President,
                General Counsel and Secretary, CBRL Group, Inc., Lebanon, TN 37086,
                in
                writing within seven (7) days following the execution of this Agreement;
                and

            


    

    


    
      	 	
              (e)

            	
              Gilbert
                understands and acknowledges that the Agreement is a legally binding
                release, and that seven (7) days after he signs it, unless revoked
                during
                the seven (7) day revocation period in this Section, that he will
                be
                barred from seeking or obtaining, directly or indirectly, any relief
                or
                recovery of any kind for or based on any of the claims released and
                forever discharged in this
                Agreement.

            


    

    


    15.    Amendments.
      Neither
      this Agreement nor any term hereof may be orally changed, waived, discharged,
      or
      terminated, and may be amended only by a written agreement signed by both of
      the
      parties hereto.

    


    16.    Governing
      Law.
      This
      Agreement shall be governed by the laws of the State of Tennessee without regard
      to the conflict of law principles of any jurisdiction.

    


    17.    Legally
      Binding.
      The
      terms of this Agreement contained herein are contractual and not mere
      recitals.

    


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF,
      the
      parties acknowledging that they are acting of their own free will have
      voluntarily caused the execution of this Agreement as of this day and year
      written below.

    


    GILBERT
      ACKNOWLEDGES THAT HE HAS HAD A REASONABLE PERIOD OF TIME TO READ AND CONSIDER
      THIS AGREEMENT, THAT HAS HE HAS CAREFULLY READ THIS AGREEMENT, UNDERSTANDS
      IT,
      AND IS VOLUNTARILY ENTERING INTO IT.

    


    PLEASE
      READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ANY AND ALL KNOWN AND
      UNKNOWN
      CLAIMS.                  

     

     

                                                        

                                               
_/s/
        David L. Gilbert_________________________ 

                                 David
        L. Gilbert

      


                          
Date:
August
        11, 2006

      


                                      
        CBRL GROUP, INC.

                                                  By:_/s/
        Michael A. Woodhouse__     _____________

                          Title:
        Chairman,
        President and Chief Executive Officer 

      


                          Date:
August
        14, 2006

       

       

       

       

       

       

       

      -11-

       

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

      

      
         

        Exhibit
          A

         

            Exhibit
          A to this
          Agreement has been excluded due to immateriality.