Exhibit 10.1
September 23, 2004
Personal and Confidential
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Mr. Dan W. Evins, Chairman
CBRL Group, Inc.
106 Castle Heights Avenue North
Lebanon, Tennessee 37087
Re: Board of Directors Transition Planning
Dear Dan:
You have formally informed me today that you have decided not to stand for
election to the Board of Directors at the next Annual Meeting of Shareholders,
November 23, 2004. In that circumstance, I have proposed to the Board of
Directors, and the Board has agreed, that at the Annual Meeting of the Board at
which your decision takes effect, the following actions will be implemented:
1. Your service to the company as a director will end.
2. You will be named Chairman Emeritus of CBRL Group, Inc.
3. As a member of the founding group of directors, you will be named
to the Founder's Board.
4. You will continue to be employed under your existing Executive
Employment Agreement, dated August 4, 2001, but you will not have your
current day to day responsibilities; instead you will be expected to
serve the corporation as directed from time to time by the Board of
Directors, to assist as directed from time to time by the Board in
the transition to a new Chairman at CBRL Group, Inc. and to a new
President at Cracker Barrel Old Country Store, Inc., and to
otherwise consult and provide advice and the benefit of your knowledge
and experience as requested from time to time by the Board. You
should understand that the general and specific duties set out in
Sections 3.01 and 3.02 of the employment agreement are superceded by
these directions pursuant to the powers retained by the Board in
Section 3.01. During the remaining period of your employment
contract, you will continue to be considered a full-time employee,
you will receive the salary and bonus specified in the contract, and
you, and your immediate family, will continue to qualify to
participate in the company's existing medical and related benefits
plans, all in accordance with the provisions of your existing
employment contract.
5. You may continue to occupy office space and you will be provided
with administrative and secretarial services through December 31,
2004, and you will be provided office space through November 22,
2005, at which time your employment contract ends.
6. You may, now and continuing after the expiration of your employment
contract, serve as a Country Ambassador in accordance with the
current terms and conditions of that program, including the
compensation and other benefits of that program. You may continue
to serve as a Country Ambassador for so long as you comply with the
requirements of that program. During that service, you will be
considered to be a full-time employee, and you, and your immediate
family, would qualify to participate in the company's existing
medical and related benefits plans.
Please indicate that you agree to the provisions of this letter and that
you will comply with the specified directions pursuant to Section 3.01 and 3.02
of your employment agreement by signing and returning a copy of this letter.
On behalf of the entire Board of Directors, I want to thank you for your
vision and leadership over the years. We all wish you the very best during this
transition.
Sincerely,
/s/Robert V. Dale
Robert V. Dale
I accept and agree to the terms and conditions of this letter agreement.
By: /s/Dan W. Evins
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Dan W. Evins
September 23, 2004
cc: Board of Directors
Mike Woodhouse
Larry White