UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
Report (date of earliest event reported): July 12,
2006
CBRL
GROUP, INC.
|
Tennessee
|
0-25225
|
62-1749513
|
|
(State
or Other Jurisdiction
|
(Commission
File Number)
|
(I.R.S.
Employer
|
|
of
Incorporation)
|
Identification
No.)
|
305
Hartmann Drive, Lebanon, Tennessee 37087
(615)
444-5533
Check
the
appropriate box if the Form 8-K filing is intended to simultaneously satisfy
the
filing obligation of the registrant under any of the following
provisions:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
On
July 12, 2006, CBRL Group, Inc. (the “Company”) and Cyril J. Taylor, in
connection with the retirement of Mr. Taylor described below in Item 5.02(b),
entered into a Retirement Agreement (the “Agreement”) that is effective July 28,
2006 (the “Effective Date”). The Agreement provides that Mr. Taylor will
serve as a consultant to the Company from the Effective Date through October
31,
2007 (the “Consulting Term”), during the course of which he will receive salary
continuation in the aggregate of $593,750. Mr. Taylor also will receive
group health and life insurance benefits for himself and his dependents
for up
to the end of the Consulting Term. If Mr. Taylor serves as a consultant to
the Company during the entire Consulting Term certain existing stock options
and
shares of restricted stock will vest and become exercisable and/or
distributable, including: (a) existing options to purchase 36,231 shares
of
common stock, (b) 4,289 shares of restricted common stock awarded under
the
Company’s 2005 Long Term Incentive Plan (the “2005 Plan”) that will vest on
August 3, 2007 and will be distributed (along with any accrued dividends)
to Mr.
Taylor pursuant to the terms of the 2005 Plan, and (c) restricted shares
valued
at $207,812 (the actual number of shares to be determined by the share
price on
July 28, 2006) awarded under the 2006 Long Term Incentive Plan (the “2006 Plan”)
that will vest on August 4, 2008 and will be distributed (along with any
accrued
dividends) to Mr. Taylor pursuant to the terms of the 2006 Plan. Pursuant
to the Agreement, Mr. Taylor also relinquishes the grant of 10,000 shares
of
restricted stock made to him on March 16, 2006. The Agreement also
includes certain business protection provisions and a general release by
Mr.
Taylor. Reference is made to Exhibit 10.1 to this Current Report on Form
8-K, which is a complete copy of the Agreement.
Item 1.02. Termination of a
Material Definitive Agreement.
Entry into
the Agreement described above in Item 1.01 terminated the Employee
Retention Agreement dated as of March 16, 2006 between the Company and
Mr.
Taylor (the “Retention Agreement”). The Retention Agreement provided that
Mr. Taylor would receive a lump-sum salary payment equal to 2.99 times
the
average salary and bonus for the 3 years prior to a “change in control” and
benefits including continuation of and payments for health benefits for
a 2-year
period if he was terminated due to a change in control or if his duties
or
compensation changed during a change in control period. “Change in
control” was defined to include certain circumstances in which a person becomes
the beneficial owner of securities representing 20% or more of the combined
voting power of the Company’s voting stock, a majority of the Company’s Board
changes within a 2-year period, or the Company merges, consolidates or
reorganizes. The Retention Agreement was filed as Exhibit 99.2 to the
Company’s Current Report on Form 8-K filed with the Commission on March 17,
2006.
Item 5.02. Departure of Directors
or Principal Officers; Election of Directors; Appointment of Principal
Officers.
(b) On July
13, 2006, the
Company announced the retirement of Cyril J. Taylor, President and Chief
Operating Officer of Cracker Barrel Old Country Store, Inc. (“Cracker Barrel”),
effective July 28, 2006. A press release announcing this
event was issued by the Company on July 13, 2006. See Section 7.01
below.
Item 7.01. Regulation FD
Disclosure.
A
copy of the press release issued by the Company on July 13, 2006 regarding
management reorganization at Cracker Barrel is furnished as Exhibit 99.1
to this
Current Report on Form 8-K and is incorporated herein by reference
Item 9.01.
Financial Statements
and Exhibits.
(d)
Exhibits.
10.1 Retirement Agreement between CBRL Group,
Inc. and
Cyril J. Taylor
99.1 Press Release issued by CBRL Group, Inc.
dated July
13, 2006
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Dated: July 13, 2006 |
CBRL
GROUP, INC.
|
| By: /s/ N.B. Forrest Shoaf | |
| Name: N.B. Forrest Shoaf | |
| Title: Senior Vice President, Secretary | |
| and General Counsel | |
Exhibit 10.1
RETIREMENT
AGREEMENT
THIS
AGREEMENT (the "Agreement") is made as of this 28th day of July, 2006
(the "Effective Date"), by and between Cyril J. Taylor, a natural person
resident in Rutherford County, TN and his heirs, assigns, executors, agents
and
representatives (“Taylor”) on the one side, and CBRL Group, Inc. (together with
its subsidiaries and affiliates hereinafter referred to as “CBRL”) on the
other;
W
I T N E S S E T H:
WHEREAS,
Taylor
has been employed as the President and Chief Operating Officer of CBRL’s
wholly-owned subsidiary, Cracker Barrel Old Country Store, Inc. (“Cracker
Barrel”); and
WHEREAS,
Taylor
and CBRL are parties to that certain Employee Retention Agreement (the
"Retention Agreement"), dated as of March 16, 2006; and
WHEREAS,
Taylor
has indicated his desire to retire from his position as President and Chief
Operating Officer of Cracker Barrel effective the Effective Date;
and
WHEREAS,
CBRL
wishes to secure Taylor's continuing services for a period of time and to
provide certain other benefits to Taylor in view of his long service to CBRL
and
Cracker Barrel; and
WHEREAS,
it is
the desire of Taylor and CBRL to enter into this Agreement to formally terminate
the Retention Agreement and to resolve all matters arising out of or related
to
Taylor'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 and Retention Agreement.
This
confirms that Taylor's employment as an officer of Cracker Barrel and CBRL
is
terminated by virtue of his retirement on the Effective Date provided, however,
that CBRL has requested Taylor to remain employed as an in-house consultant
to
CBRL for a period of time as described in Section 2. This Agreement supersedes
the Retention Agreement, which is hereby wholly terminated and cancelled as
of
the date of this Agreement. The respective rights and obligations of the parties
shall be governed hereafter by the terms of this Agreement.
2. Consulting;
Cooperation.
For a
period from the Effective Date through and including October 31, 2007 (or such
earlier date if CBRL terminates the consulting relationship as set forth below;
the "Consulting Term") CBRL and Taylor agree that he will serve as a consultant
to CBRL on special projects as requested by Cracker Barrel in all matters
related to his prior employment as an officer with Cracker Barrel. In addition,
Taylor agrees that he will at all times both during and after the expiration
of
the Consulting Term cooperate with CBRL and its attorneys in connection with
any
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3. Salary
Continuation.
During
the Consulting Term, but subject to early termination pursuant to Section 11,
CBRL will pay Taylor the sum of Five Hundred Ninety-Three Thousand Seven Hundred
Fifty and 00/100 Dollars ($593,750) less applicable deductions required by
law,
which shall be payable at the rate of Nineteen Thousand Seven-Hundred Ninety-One
and 67/100 Dollars ($19,791.67), semi-monthly, beginning the week of August
15,
2006, in accordance with CBRL’s regular payroll policies. In addition, CBRL
shall reimburse Taylor for his reasonable out-of-pocket expenses in connection
with his activities and the services that he is requested to perform under
Section 2; provided that the request for reimbursement of such expenses is
accompanied by documentation satisfactory to CBRL and, provided further, that
any expense in excess of $500.00 must be approved in advance in writing by
CBRL.
4. Stock
Options and Restricted Stock.
As of
the Effective Date, Taylor had vested options remaining to purchase Fifty-Nine
Thousand Two Hundred Seventy-Five (59,275) shares of CBRL common stock (the
“Vested Options”). In addition, if Taylor serves as a consultant to CBRL through
the entire fifteen-month Consulting Term and subject to Section 11: (a)
additional options to purchase Thirty-Six Thousand Two Hundred Thirty-One
(36,231) shares of CBRL common stock (the “Potential Options") shall vest and
become exercisable; (b) Four Thousand Two Hundred Eighty-Nine (4,289) restricted
shares of CBRL common stock (the “2005 MTIRP Shares”) awarded under CBRL’s 2005
Long Term Incentive Plan (the “2005 Plan”) will vest on August 3, 2007 and will
be distributed (along with any accrued dividends) to Taylor pursuant to the
terms of the 2005 Plan, and (c) the restricted shares valued at $207,812 (actual
number to be determined by the share price on 7-28-06) which are to be awarded
under the 2006 Long Term Incentive Plan (the “2006 Plan”) that are scheduled to
vest on August 4, 2008 (the “2006 MTIRP Shares”) will be distributed (along with
any accrued dividends) to Taylor pursuant to the terms of the 2006 Plan; (the
2005 MTIRP Shares and the 2006 MTIRP Shares are referred to collectively
hereafter as the “MTIRP Shares”). The Vested Options include options to purchase
Fifteen Thousand Nine Hundred Ten (15,910) shares of common stock that were
granted pursuant to the CBRL 2002 Omnibus Incentive Compensation Plan (the
“Vested Omnibus Options”). Vested Options other than the Vested Omnibus Options
may be exercised on or before the date that is ninety (90) days after the last
day of the Consulting Term in accordance with the provisions of CBRL's Amended
and Restated Stock Option Plan dated as of October 9, 1998. The Vested Omnibus
Options and any Potential Options that vest during the Consulting Term may
be
exercised prior to their respective dates of expiration. Taylor 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, the MTIRP Shares
and any Potential Options that vest during the Consulting Term and specifically
relinquishes the March 16, 2006 grant of 10,000 restricted shares of CBRL common
stock. The terms and provisions of this Agreement shall supersede and control
over any of the terms and provisions of any agreement between Taylor and CBRL
with respect to any rights to receive or options to purchase CBRL’s common
stock.
2
5. Benefits
and Other Matters.
5.1. Until
the
earlier of: (a) the end of the Consulting Term or (b) Taylor's obtaining other
employment at which he receives health insurance benefits irrespective of their
scope and coverage, CBRL, subject to Taylor's payment of contributions
applicable to plan participants, shall continue to provide all group health
and
life insurance benefits for Taylor and his dependents at the same level as
for
other CBRL senior level executives. Afterwards, CBRL will have no obligation
to
provide further life insurance benefits, but upon payment of the appropriate
premiums, Taylor will have the right to continue his participation in CBRL's
group health coverage plan under the applicable COBRA regulations. Taylor shall
not be entitled to any other benefits as a consultant to CBRL.
5.2. Taylor
will
be paid any bonus earned under the CBRL FY2006 Annual Bonus Plan in accordance
with the terms of that plan.
5.3. Taylor
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 that
request for reimbursement is made on or before thirty days after the Effective
Date.
5.4. Taylor
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.
6. Taylor's
Release.
Taylor
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 Taylor 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. Taylor’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;
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| (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);
|
| (e) |
Any
and all claims for attorneys’ fees and costs;
and
|
| (f) |
Any
and all other claims for damages, including compensatory and punitive
damages.
|
7. Acknowledgment.
Taylor
agrees that none of CBRL, Cracker Barrel nor any member of the Company Group
has
breached any oral or written contract that may have existed between Taylor
and
CBRL, Cracker Barrel or any member of the Company Group with respect to his
employment or termination of employment nor has any of CBRL, Cracker Barrel
or
any member of the Company Group violated any law, statute, rule regulation
or
ordinance of any governmental authority relating to employment. Taylor
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. Taylor further
acknowledges and agrees that the payments and other benefits being received
by
him pursuant to this Agreement satisfy any claim that he might have had under
the Retention Agreement or any other CBRL or Cracker Barrel policy or practice.
Taylor 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
4
8. Reinstatement.
Taylor
hereby waives any right or claim he may have to employment, re-instatement,
re-assignment or re-employment with CBRL, Cracker Barrel or the Company Group
other than the consulting arrangement described and set forth in Section 2
of
this Agreement. Taylor acknowledges and agrees that he has no right to be
retained beyond the Consulting Term and CBRL is retaining him for a discreet
and
limited engagement. Taylor'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 3.
9. Publicity;
No Disparaging Statements.
9.1. Taylor
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. To the extent that the foregoing
prohibition might be applicable, it is not intended to prevent Taylor from
giving testimony pursuant to compulsory process of law.
9.2. 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 Taylor. The determination whether any disclosure
is
required by law shall be made by CBRL in its sole discretion.
10. Business
Protection Provisions.
10.1. Preamble.
As a material inducement to CBRL to enter into this Agreement, and its
recognition of the valuable experience, knowledge and proprietary information
Taylor gained from his employment with Cracker Barrel, Taylor warrants and
agrees he will abide by and adhere to the following business protection
provisions in this Section 10 and all sub-sections thereof.
10.2. Definitions.
For purposes of this Section 10 and all sub-sections thereof, the following
terms shall have the following meanings:
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(a)
|
"Competitive
Position" shall mean any employment, consulting, advisory, directorship,
agency, promotional or independent contractor arrangement between
Taylor
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 Taylor 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
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services
in which Taylor participated or that he directed or oversaw while
employed
by Cracker Barrel. 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 CBRL Entities and/ or the businesses
in
which the CBRL Entities are engaged: Advantica Restaurants, Applebee's
International, International House of Pancakes, Avado Brands, Inc.,
Bob
Evans Farms, Brinker International, Cheesecake Factory, Inc., Darden
Restaurants, Inc., Denny’s, Eateries, Inc., O'Charley's, Outback
Steakhouse, RARE Hospitality and
Shoney’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 thirty (30) 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 thirty (30)
month
period following the Effective Date that Taylor is determined by
a final
non-appealable judgment from a court of competent jurisdiction to
have
engaged in any conduct that violates this Section 10 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 Taylor's
activities.
|
| (e) |
"Territory"
shall mean each of the United States of
America.
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| (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:
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(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.
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| (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 Taylor during the term of his employment with Cracker
Barrel.
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10.3
. 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, Taylor
hereby covenants and agrees that Taylor shall regard and treat Trade
Secrets and all Confidential Information as strictly confidential
and
wholly-owned by the CBRL Entities and shall never,
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.
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(b)
|
Taylor
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 Taylor becomes aware. Taylor 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.
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|
(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 Taylor hereby unconditionally and irrevocably transfers
and assigns to the applicable CBRL Entity all right, title and interest
Taylor currently has or may have by operation of law or otherwise
in or to
any
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7
|
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. Taylor 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.
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|
(d)
|
Taylor
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 Taylor
in
connection with his employment are the property of CBRL and/or Cracker
Barrel, and it is Taylor's obligation to immediately return any such
materials to CBRL and/or Cracker Barrel, as the case may
be.
|
10.4. Non-Interference
With Executives; Non-solicitation of Employees. Taylor 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, Taylor agrees that, during the Restricted Period,
Taylor 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 Taylor nor any person acting in concert with Taylor
nor any of Taylor'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. Taylor
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 Taylor is unable to engage
in any discussions,
10.5. Non-competition;
Standstill. Taylor covenants and agrees to not obtain or work in a Competitive
Position within the Territory during the Restricted Period. Taylor 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
8
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. Taylor 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 Taylor's
status and reputation in the industry and the knowledge to be acquired by Taylor
through his association with CBRL’s and Cracker Barrel's business and the
public's close identification of Taylor with Cracker Barrel and Cracker Barrel
with Taylor. Further, Taylor 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. Taylor
acknowledges and understands that, as consideration for his execution of this
Agreement and his agreement with the terms of this covenant not to compete,
Taylor will receive a consulting agreement with and other benefits from CBRL
in
accordance with this Agreement.
11. Remedies. Taylor
understands and acknowledges that his violation of Section 9.1 or Section 10
or
any sub-section thereof would cause irreparable harm to CBRL and Cracker Barrel
and CBRL would be entitled to an injunction by any court of competent
jurisdiction enjoining and restraining Taylor 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 9.1 or Section
10
or any sub-section thereof, including, without limitation, the recovery of
damages from Taylor or any person or entity acting in concert with Taylor.
CBRL
or Cracker Barrel shall receive injunctive relief without the necessity of
posting bond or other security, such bond or other security being hereby waived
by Taylor. If any part of Section 9.1 or Section 10 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 provisions in this Agreement are being agreed to
by
CBRL in reliance upon Taylor's compliance with Sections 9.1 and 10, in the
event
of a breach by Taylor of any of the provisions of Section 9.1 or Section 10
or
any sub-sections thereof, damages to CBRL would be difficult to determine and,
in the event of such breach by Taylor, the Consulting Term shall immediately
terminate without any action on the part of CBRL and: (a) CBRL shall be released
from its obligation to make any further payments to Taylor under Section 3
hereof; (b) CBRL shall be released from its obligations under Section 9.2
hereof, (c) CBRL shall be released from its obligations to provide benefits
under Section 5 hereof; and (d) the MTIRP Shares and the Potential Options
shall
cease to vest as of the date of such breach, be immediately forfeited and
thereafter not be distributed to Taylor, in the case of the MTIRP Shares, or
exercisable by Taylor, in the case of the Potential Options. 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
9
to
recover its reasonable attorneys’ fees in addition to costs and necessary
disbursements otherwise recoverable. Additionally, if Taylor breaches any of
the
provisions of Section 10 or such provisions are declared unenforceable by a
court of competent jurisdiction, any payment made pursuant to Section 3 as
well
as the value of any Potential Options and MTIRP Shares that are received by
Taylor shall be disgorged to CBRL by Taylor on a pro-rata basis based upon
the
number of months during the Restricted Period during which he violated the
provisions of Section 10 or, in the event such provisions are declared
unenforceable, the number of months during the Restricted Period that CBRL
did
not receive their benefit as a result of the actions of Taylor.
12. 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.
13. 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 Taylor any of the provisions
of this Agreement.
14. 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.
15. Advice
of Counsel; Revocation Period.
Taylor
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
|
10
|
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)
|
Taylor
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.
|
16. 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.
17. 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.
18. Legally
Binding.
The
terms of this Agreement contained herein are contractual and not mere
recitals.
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.
TAYLOR
ACKNOWLEDGES THAT HE HAS 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/ Cyril J. Taylor | |
| Cyril J. Taylor | |
| Date: July 12, 2006 | |
| CBRL GROUP, INC. | |
| By: /s/ Michael A. Woodhouse | |
| Title: President and Chief Executive Officer | |
| Date: July 12, 2006 |
11
Exhibit
99.1
[CBRL
GROUP, INC. LOGO]
POST
OFFICE BOX 787
LEBANON,
TENNESSEE
37088-0787
PHONE
615.443.9869
| C B R L G R O U P, I N C. |
Investor
Contact:
Diana
S.
Wynne
Senior
Vice President, Corporate Affairs
(615)
443-9837
Media
Contact:
Julie
K.
Davis
Director
Corporate Communications
(615)
443-9266
CBRL
GROUP ANNOUNCES RETIREMENT OF CRACKER BARREL PRESIDENT AND CRACKER BARREL
REORGANIZATION
LEBANON,
Tenn. (July 13, 2006) - CBRL GROUP, Inc. (Nasdaq:CBRL) today announced the
retirement, effective July 28, 2006, of Cyril J. Taylor, President and Chief
Operating Officer of subsidiary, Cracker Barrel Old Country Store, Inc.
(“Cracker Barrel”). Beginning his
career
at Cracker Barrel in 1978, Taylor held numerous operational positions, including
Senior Vice President of Operations, before becoming President and COO in
January 2005.
“We
wish
Cy only the best in his retirement. He has contributed greatly to our success
and he definitely will be missed,” said Michael A. Woodhouse, CBRL Group
Chairman and CEO.
In
discussing his retirement, Taylor said, “As Mike Woodhouse and I discussed a
reorganization of Cracker Barrel, I decided that now was a good time to realize
one of my life goals—to further my education. I am confident that the commitment
to Cracker Barrel’s mission of “Pleasing People” will continue to be supported
by a focus on excellence, integrity and value.”
Effective
immediately, Woodhouse will assume the additional position of Cracker Barrel
President. Reporting to Woodhouse will be the following Cracker Barrel officers:
Douglas E. Barber, SVP, Restaurant Operations; Robert J. Harig, SVP, Human
Resources; Terry A. Maxwell, SVP, Retail; and Simon Turner joining the Cracker
Barrel team effective today as SVP, Marketing and Innovation. Continuing to
report to Woodhouse are the following CBRL officers: Edward Greene, SVP,
Strategic Initiatives; Forrest Shoaf, SVP, General Counsel and Secretary;
Lawrence White, SVP, Finance and Chief Financial Officer; and Diana Wynne,
SVP,
Corporate Affairs. G. Thomas Vogel, President and Chief Operating Officer,
Logan’s Roadhouse, Inc., will also continue to report to Woodhouse.
In
connection with the reorganization of Cracker Barrel, three officers, David
L.
Gilbert, Chief Administrative Officer, Steve Heckle, Vice President of Risk
Management and Christopher A. Tomasso, Vice President, Marketing have resigned
their positions.
Headquartered
in Lebanon, Tennessee, CBRL Group, Inc. presently operates 543 Cracker Barrel
Old Country StoreÒ
restaurants and gift shops located in 41 states and 141 company-operated and
25 franchised Logan’s RoadhouseÒ
restaurants in 20 states.
-END-