Employee Retention Agreement


    Exhibit
      10.3

     

    


    


    August
      12, 2006

    


    Terry
      A.
      Maxwell

    


    Re:
      Employee
      Retention Agreement

    


    Dear
      Terry:

    


    The
      Board
      of Directors of the CBRL Group, Inc. recognizes the contribution that you have
      made to CBRL Group, Inc. or one of its direct or indirect subsidiaries
      (collectively, the "Company") and wishes to ensure your continuing commitment
      to
      the Company and its business operations. Accordingly, in exchange for your
      continuing commitment to the Company, and your energetic focus on continually
      improving operations, the Company promises you the following benefits if your
      employment with the Company is terminated in certain circumstances:

    


    1. DEFINITIONS.
      As used
      in this Agreement, the following terms have the following meanings which are
      equally applicable to both the singular and plural forms of the terms
      defined:

    


    1.1    "Cause"
      means
      any one of the following:

     

                (a)    personal
      dishonesty;

                            (b)    willful
      misconduct;

                            (c)    breach
      of
      fiduciary duty; or

                            (d)    conviction
      of any felony or crime involving moral turpitude.

    


    1.2    "Change
      in Control"
      means:
      (a) that after the date of this Agreement, a person becomes the beneficial
      owner, directly or indirectly, of securities of the Company representing 20%
      or
      more of the combined voting power of the Company's then outstanding voting
      securities, unless that acquisition was approved by a vote of at least 2/3
      of
      the directors in office immediately prior to the acquisition; (b) that during
      any period of 2 consecutive years following the date of this Agreement,
      individuals who at the beginning of the period constitute members of the Board
      of Directors of the Company cease for any reason to constitute a majority of
      the
      Board unless the election, or the nomination for election by the Company's
      shareholders, of each new director was approved by a vote of at least 2/3 of
      the
      directors then still in office who were directors at the beginning of the 2-year
      period; (c) a merger, consolidation or reorganization of the Company (but this
      provision does not apply to a recapitalization or similar financial
      restructuring which does not involve a material change in ownership of equity
      of
      the Company and which does not result in a change in membership of the Board
      of
      Directors); or (d) a sale of all or substantially all of the Company’s
      assets.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    1.3    "Change
      in Control Period"
      means a
      2-year year period beginning the day after a Change in Control
      occurs.

     

    1.4    "Change
      in Duties or Compensation"
      means
      any one of: (a) a material change in your duties and responsibilities for the
      Company (without your consent) from those duties and responsibilities for the
      Company in effect at the time a Change in Control occurs, which change results
      in the assignment of duties and responsibilities inferior to your duties and
      responsibilities at the time such Change in Control occurs (it being understood
      and acknowledged by you that a Change in Control that results in two persons
      of
      which you are one having similar or sharing duties and responsibilities shall
      not be a material change in your duties and responsibilities); (b) a reduction
      in your salary or a material change in benefits (excluding discretionary
      bonuses), from the salary and benefits in effect at the time a Change in Control
      occurs; or (c) a change in the location of your work assignment from your
      location at the time a Change in Control occurs to any other city or
      geographical location that is located further than 50 miles from that
      location.

    


    2. TERMINATION
      OF EMPLOYMENT; SEVERANCE.
      Your
      immediate supervisor or the Company's Board of Directors may terminate your
      employment, with or without cause, at any time by giving you written notice
      of
      your termination, such termination of employment to be effective on the date
      specified in the notice. You also may terminate your employment with the Company
      at any time. The effective date of termination (the "Effective Date") shall
      be
      the last day of your employment with the Company, as specified in a notice
      by
      you, or if you are terminated by the Company, the date that is specified by
      the
      Company in its notice to you. The following subsections set forth your rights
      to
      severance in the event of the termination of your employment in certain
      circumstances by either the Company or you. Section 5 also sets forth certain
      restrictions on your activities if your employment with the Company is
      terminated, whether by the Company or you. That section shall survive any
      termination of this Agreement or your employment with the Company.

    


    2.1    Termination
      by the Company for Cause.
      If you
      are terminated for Cause, the Company shall have no further obligation to you,
      and your participation in all of the Company's benefit plans and programs shall
      cease as of the Effective Date. In the event of a termination for Cause, you
      shall not be entitled to receive severance benefits described in Section
      3.

    


    2.2    Termination
      by the Company Without Cause Other Than During a Change in Control
      Period.
      If your
      employment with the Company is terminated by the Company without Cause at a
      time
      other than during a Change in Control Period, you shall be entitled to only
      those severance benefits provided by the Company's severance policy or policies
      then in effect. You shall not be entitled to receive benefits pursuant to
      Section 3 of this Agreement.

    


    2.3    Termination
      by the Company Without Cause During a Change in Control
      Period.
      If your
      employment with the Company is terminated by the Company without Cause during
      a
      Change in Control Period, you shall be entitled to receive Benefits pursuant
      to
      Section 3. A

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    termination
      within 90 days prior to a Change in Control which occurs solely in order to
      make
      you ineligible for the benefits of this Agreement shall be considered a
      termination without Cause during a Change in Control Period.

     

    2.4    Termination
      By You For Change in Duties or Compensation During a Change in Control
      Period.
      If
      during a Change in Control Period there occurs a Change in Duties or
      Compensation you may terminate your employment with the Company at any time
      within 30 days after the occurrence of the Change in Duties or Compensation,
      by
      giving to the Company not less than 120 nor more than 180 days notice of
      termination. During the notice period that you continue to work, any reduction
      in your Compensation will be restored. At the option of the Company, following
      receipt of this notice, it may: (a) change or cure, within 15 days, the
      condition that you claim has caused the Change in Duties or Compensation, in
      which case, your rights to terminate your employment with the Company pursuant
      to this Section 2.4 shall cease (unless there occurs thereafter another Change
      in Duties or Compensation) and you shall continue in the employment of the
      Company notwithstanding the notice that you have given; (b) allow you to
      continue your employment through the date that you have specified in your
      notice; or (c) immediately terminate your employment pursuant to Section 2.3.
      If
      you terminate your employment with the Company pursuant to this Section 2.4,
      you
      shall be entitled to receive Benefits pursuant to Section 3. Your failure to
      provide the notice required by this Section 2.4 shall result in you having
      no
      right to receive any further compensation from the Company except for any base
      salary or vacation earned but not paid, plus any bonus earned and accrued by
      the
      Company through the Effective Date.

    


    3.    SEVERANCE
      BENEFITS.
      If your
      employment with the Company is terminated as described in Section 2.3 or 2.4,
      you shall be entitled to the benefits specified in subsections 3.1, 3.2, and
      3.3
      (the "Benefits") for the period of time set forth in the applicable section.
      

    


    3.1    Salary
      Payment or Continuance.
      You will
      be paid a single lump sum payment in an amount equal to 2.00 times the average
      of your annual base salary and any bonus payments for the 3 years immediately
      preceding the Effective Date. The determination of the amount of this payment
      shall be made by the Company's actuaries and benefit consultants and, absent
      manifest error, shall be final, binding and conclusive upon you and the
      Company.

    


    3.2    Continuation
      of Benefits.
      During
      the 2 years following the Effective Date (the “Severance Period”) that results
      in benefits under this Article 3, you shall continue to receive the medical,
      prescription, dental, employee life and group life insurance benefits at the
      levels to which you were entitled on the day preceding the Effective Date,
      or
      reasonably equivalent benefits, to the extent continuation is not prohibited
      or
      limited by applicable law. In no event shall substitute plans, practices,
      policies and programs provide you with benefits which are less favorable, in
      the
      aggregate, than the most favorable of those plans, practices, policies and
      programs in effect for other active employees who are similarly situated to
      the
      position / responsibilities you held immediately preceding the Effective Date.
      However, if you become re-employed with another employer and are eligible to
      receive medical or other welfare benefits under another employer-provided plan,
      Company payments for these medical and other welfare benefits shall
      cease.

    


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    4.    EFFECT
      OF TERMINATION ON STOCK OPTIONS AND RESTRICTED STOCK.
      In the
      event of any termination of your employment, all stock options and restricted
      stock held by you that are vested prior to the Effective Date shall be owned
      or
      exercisable in accordance with their terms; all stock options held by you that
      are not vested prior to the Effective Date shall lapse and be void; however,
      if
      your employment with the Company is terminated as described in Sections 2.3
      or
      2.4, then, if your option or restricted stock grants provide for immediate
      vesting in the event of a Change in Control, the terms of your option or
      restricted stock agreement shall control. If your option or restricted stock
      agreement does not provide for immediate vesting, you shall receive, within
      30
      days after the Effective Date, a lump sum cash distribution equal to: (a) the
      number of shares of the Company's ordinary shares that are subject to options or
      restricted stock grants held by you that are not vested as of the Effective
      Date
      multiplied by (b) the difference between: (i) the closing price of a share
      of
      the Company's ordinary shares on the NASDAQ National Market System as reported
      by The Wall Street Journal as of the day prior to the Effective Date (or, if
      the
      market is closed on that date, on the last preceding date on which the market
      was open for trading), and (ii) the applicable exercise prices or stock grant
      values of those non-vested shares.

    


    5.    DISCLOSURE
      OF INFORMATION.
      You
      recognize and acknowledge that, as a result of your employment by the Company,
      you have or will become familiar with and acquire knowledge of confidential
      information and certain trade secrets that are valuable, special, and unique
      assets of the Company. You agree that all that confidential information and
      trade secrets are the property of the Company. Therefore, you agree that, for
      and during your employment with the Company and continuing following the
      termination of your employment for any reason, all confidential information
      and
      trade secrets shall be considered to be proprietary to the Company and kept
      as
      the private records of the Company and will not be divulged to any firm,
      individual, or institution, or used to the detriment of the Company. The parties
      agree that nothing in this Section 6 shall be construed as prohibiting the
      Company from pursuing any remedies available to it for any breach or threatened
      breach of this Section 6, including, without limitation, the recovery of damages
      from you or any person or entity acting in concert with you.

    


    6.    GENERAL
      PROVISIONS.

    


    6.1    Other
      Plans.
      Nothing
      in this Agreement shall affect your rights during your employment to receive
      increases in compensation, responsibilities or duties or to participate in
      and
      receive benefits from any pension plan, benefit plan or profit sharing plans
      except plans which specifically address benefits of the type addressed in
      Sections 3 and 4 of this Agreement.

    


    6.2    Death
      During Severance Period.
      If you
      die during the Severance Period, any Benefits remaining to be paid to you shall
      be paid to the beneficiary designated by you to receive those Benefits (or
      in
      the absence of designation, to your surviving spouse or next of
      kin).

    


    6.3    Notices.
      Any
      notices to be given under this Agreement may be effected by personal


     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    delivery
      in writing or by mail, registered or certified, postage prepaid with return
      receipt requested. Mailed notices shall be addressed to the parties at the
      addresses appearing on the first page of this Agreement (to the attention of
      the
      Secretary in the case of notices to the Company), but each party may change
      the
      delivery address by written notice in accordance with this Section 7.3. Notices
      delivered personally shall be deemed communicated as of actual receipt; mailed
      notices shall be deemed communicated as of the second day following deposit
      in
      the United States Mail.

     

        6.4    Entire
      Agreement.
      This
      Agreement supersedes all previous oral or written agreements, understandings
      or
      arrangements between the Company and you regarding a termination of your
      employment with the Company or a change in your status, scope or authority
      and
      the salary, benefits or other compensation that you receive from the Company
      as
      a result of the termination of your employment with the Company (the "Subject
      Matter"), all of which are wholly terminated and canceled. This Agreement
      contains all of the covenants and agreements between the parties with respect
      to
      the Subject Matter. Each party to this Agreement acknowledges that no
      representations, inducements, promises, or agreements, orally or otherwise,
      have
      been made with respect to the Subject Matter by any party, or anyone acting
      on
      behalf of any party, which are not embodied in this Agreement. Any subsequent
      agreement relating to the Subject Matter or any modification of this Agreement
      will be effective only if it is in writing signed by the party against whom
      enforcement of the modification is sought.

    


    6.5    Partial
      Invalidity.
      If any
      provision in this Agreement is held by a court of competent jurisdiction to
      be
      invalid, void, or unenforceable, the remaining provisions shall nevertheless
      continue in full force without being impaired or invalidated in any
      way.

    


    6.6    Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Tennessee, and it shall be enforced or challenged only in the courts
      of
      the State of Tennessee.

    


    6.7    Waiver
      of Jury Trial.
      The
      Company and you expressly waive any right to a trial by jury in any action
      or
      proceeding to enforce or defend any rights under this Agreement, and agree
      that
      any such action or proceeding shall be tried before a court and not a jury.
      You
      irrevocably waive, to the fullest extent permitted by law, any objection that
      you may have now or hereafter to the specified venue of any such action or
      proceeding and any claim that any such action or proceeding has been brought
      in
      an inconvenient forum.

    


    6.8    Miscellaneous.
      Failure
      or delay of either party to insist upon compliance with any provision of this
      Agreement will not operate as and is not to be construed to be a waiver or
      amendment of the provision or the right of the aggrieved party to insist upon
      compliance with the provision or to take remedial steps to recover damages
      or
      other relief for noncompliance. Any express waiver of any provision of this
      Agreement will not operate, and is not to be construed, as a waiver of any
      subsequent breach, irrespective of whether occurring under similar or dissimilar
      circumstances. You may not assign any of your rights under this Agreement.
      The
      rights and obligations of the Company under this Agreement shall benefit and
      bind the successors and assigns

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     of
      the Company. The Company agrees that if it assigns this Agreement to any
      successor company, it will ensure that its terms are continued.

    


    6.9    Certain
      Additional Payments by the Company.
      

    


      
      a.        The
      Company will pay you an amount (the “Additional Amount”) equal to the excise tax
      under the United States Internal Revenue Code of 1986, as amended (the “Code”),
      if any, incurred by you by reason of the payments under this Agreement and
      any
      other plan, agreement or understanding between you and the Company or its
      parent, subsidiaries or affiliates (collectively, “Separation Payments”)
      constituting excess parachute payments under Section 280G of the Code (or any
      successor provision). In addition, the Company will pay an amount equal to
      all
      excise taxes and federal, state and local income taxes incurred by you with
      respect to receipt of the Additional Amount. All determinations required to
      be
      made under this Section 6.9 including whether an Additional Amount is required
      and the amount of any Additional Amount, will be made by the independent
      auditors engaged by the Company immediately prior to the Change in Control
      (the
“Accounting Firm”), which will provide detailed supporting calculations to the
      Company and you. In computing taxes, the Accounting Firm will use the highest
      marginal federal, state and local income tax rates applicable to you and will
      assume the full deductibility of state and local income taxes for purposes
      of
      computing federal income tax liability, unless you demonstrate that you will
      not
      in fact be entitled to such a deduction for the year of payment.

    


       
      b.        The
      Additional Amount, computed assuming that all of the Separation Payments
      constitute excess parachute payments as defined in Section 280G of the Code
      (or
      any successor provision), will be paid to you at the time that the payments
      made
      pursuant to Section 3.1 is made unless the Company, prior to the Severance
      Period, provides you with an opinion of the Accounting Firm that you will not
      incur an excise tax on part or all of the Separation Payments. That opinion
      will
      be based upon the applicable regulations under Sections 280G and 4999 of the
      Code (or any successor provisions) or substantial authority within the meaning
      of Section 6662 of the Code. If that opinion applies only to part of the
      Separation Payments, the Company will pay you the Additional Amount with respect
      to the part of the Separation Payments not covered by the opinion.

    


      
      c.        The
      amount of the Additional Amount and the assumptions to be utilized in arriving
      at the determination, shall be made by the Company’s Accounting Firm, whose
      decision shall be final and binding upon both you and the Company. You must
      notify the Company in writing no later than 30 days after you are informed
      of
      any claim by the Internal Revenue Service that, if successful, would require
      the
      payment by the Company of the Additional Amount. You must also cooperate fully
      with the Company and give the Company any information reasonably requested
      relating to the claim, and take all action in connection with contesting the
      claim as the Company reasonably requests in writing from time to
      time.

     

    If
      all of
      the terms and conditions in this Agreement are agreed to by you, please signify
      your

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     agreement
      by executing the enclosed duplicate of this letter and returning it to us.
      At
      the date of your return, this letter shall constitute a fully enforceable
      Agreement between us.

    


    


                    CBRL
      GROUP,
      INC.

    


                    By:
/s/ 
      Michael A. Woodhouse                        

                    Michael
      A.
      Woodhouse

                    Chairman,
      President
& Chief Executive Officer

    


    


    The
      foregoing is fully agreed to and accepted by:

    


    Date:
      August 14, 2006

    


    Employee's
      Signature:
      /s/
      Terry A. Maxwell

    


    Please
      Print or Type Name:
      Terry
      A. Maxwell

    


    Please
      Print or Type Title:
      Senior Vice President Retail Operations of Cracker Barrel Old Country Store,
      Inc.

     

     

     

     

     

     

     

     

    -7-