Exhibit 10(cc)
RETENTION AND SEVERANCE AGREEMENT
This RETENTION AND SEVERANCE AGREEMENT (the “Agreement”), dated this June 29, 2026 (the “Effective Date”), is by and between Cracker Barrel Old Country Store, Inc., a Tennessee corporation (the “Company”) and Douglas Hisel (the “Executive”).
W I T N E S S E T H:
WHEREAS, the Company desires to continue employing Executive as its Senior Vice President, Store Operations pursuant to the terms of this Agreement;
WHEREAS, the Company and Executive are parties to that certain Severance Agreement dated May 25, 2018 (“Severance Agreement”), which was executed when Mr. Hisel was a Vice President of the Company and was not subsequently updated when he was promoted to Senior Vice President of the Company; and
WHEREAS, the parties wish to update the Severance Agreement in connection with Mr. Hisel’s
role as an SVP of the Company and in connection with the retention bonus payment set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises and covenants set forth below and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:
| 1. | Operation and Term of Agreement. |
| 2. | Retention Award; Succession and Development. |
| 3. | Termination of Employment. |
(i) any unpaid Base Salary earned through the Termination Date in a cash lump sum within ten (10) days following the Termination Date, (ii) any compensation previously deferred by Executive (together with any accrued interest or earnings thereon) at the times provided in the applicable plans under which the deferral was made, to the extent not paid as of the Termination Date, and in accordance with applicable law (iii) at such time as it would have been paid if Executive had not been terminated, any cash incentive compensation earned as of the Termination Date in respect of the prior fiscal year which has not been paid as of the Termination Date, and pursuant to the applicable plan (iv) to the extent not theretofore paid or provided, any other accrued amounts or accrued benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of the Company at the times provided under the applicable plan, program, policy, practice, contract or agreement of the Company (collectively items (i) to (iv), the “Accrued Amounts”), and the Company shall not have any further obligations to Executive under this Agreement except those required to be provided by law.
| (c) | Qualifying Termination. |
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Termination Date (the “Severance Delay Period”); provided, the Initial Payment shall include payment for any payroll periods which occur during the Severance Delay Period, and the remaining payments shall continue for the remainder of the Severance Payment Period and on the same terms and with the same frequency as Executive’s annual salary was paid prior to such termination; and (C) all employee benefits and benefit accruals will cease as of the Termination Date. However, medical insurance benefits may be continued (at Executive’s sole expense) to the extent required by federal law. To the extent Executive may have other benefit conversion or withdrawal rights arising under other Company sponsored retirement or welfare benefit plan as a result of the termination of Executive’s employment, such benefits and rights shall be governed by the terms of such plans.
| (d) | Termination Upon Death or Disability. |
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effective on the 30th day after receipt of such written notice by Executive (the “Disability Effective Date”); provided, however that, within the 30-day period after such receipt, Executive shall not have returned to full-time performance of Executive’s duties. If Executive’s employment is terminated by reason of Disability, this Agreement shall terminate, and Executive shall be entitled to no further payments or benefits hereunder, other than payment of Accrued Amounts, including, without limitation, benefits under such plans, programs, practices and policies relating to disability benefits, if any, as are applicable to Executive on the Disability Effective Date.
(J) Executive’s failure to improve Executive’s work performance to an acceptable level after Executive was previously warned in writing by the Company about poor performance.
| (iv) | “Good Reason” means the occurrence of any of the following conditions: |
(A) other than Executive’s removal for Cause, without the prior written consent of Executive, the assignment to Executive of any duties inconsistent in any material, adverse respect with Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities, or any other action by the Company which results in a demonstrable diminution in such position, authority, duties or responsibilities; provided, however, that an isolated, insubstantial and inadvertent action not taken in bad faith, which is remedied by the Company promptly after receipt of written notice thereof given by Executive, shall not constitute “Good Reason”; (B) a reduction by the Company by an amount of five percent (5%) or more of Executive’s Base Salary as in effect on the Effective Date or as the same may be increased from time to time, unless such reduction is a part of an across-the-board proportional decrease in base salaries affecting all senior executive officers of the Company (“Peer Executives”), which reduction is approved by the Board or the Committee; (C) a reduction by the Company by an amount of five percent
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(5%) or more of Executive’s (1) annual target bonus percentage to which Executive is entitled or (2) target percentage under any long-term incentive plan established by the Company to which Executive is entitled, unless, in either case (1) or (2), such reduction is a part of an across-the-board proportional decrease in annual target bonus percentages or target percentages under any equity plan of the Company affecting all other Peer Executives, which reduction is approved by the Board or the Committee; (D) a reduction by the Company of benefits under (1) a “pension plan or arrangement” or (2) a “compensation plan or arrangement”, in each case in which Executive participates as of the Effective Date, or the elimination of Executive’s participation in any such plan or arrangement which reduction or elimination results in a reduction, in the aggregate, of the benefits provided thereunder, taking into account any replacement plan or arrangement or other additional compensation provided to Executive in connection with or following such reduction or elimination (except for immaterial reductions or across-the-board plan changes or terminations similarly affecting other Peer Executives); provided, that, subject to Section 5, in the event of any such changes or terminations, the Company shall timely pay or provide to Executive any accrued amounts or accrued benefits required to be paid or provided or which Executive is eligible to receive under any such plan or arrangement in accordance with the terms of such plan or arrangement; (E) the Company requiring Executive, without Executive’s consent, to be based at any office or location more than fifty (50) miles from the Company’s current headquarters in Lebanon, Tennessee; or (F) the failure of any successor to the Company to assume this Agreement or a material breach of this Agreement by the Company or its successors; provided that, in each case, (x) within forty-five (45) days of the initial occurrence of the specified event Executive has given the Company written notice giving the Company at least thirty (30) days to cure the Good Reason event, (y) the Company has not cured the Good Reason event within the thirty-(30) day cure period and (z) Executive resigns within ten (10) days from the expiration of the thirty-
(30) day cure period. For the avoidance of doubt, if Executive does not provide the requisite written notice within forty-five (45) days and, as applicable, does not resign his employment within ten (10) days from the expiration of the thirty (30) day cure period (to the extent the specified event remains uncured), then Executive will be deemed to have irrevocably waived his right to terminate with Good Reason with respect to the specified event.
| 5. | Section 409A. |
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amended (the “Code”), and (ii) that the payments satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code, including those provided under Treasury Regulations 1.409A-1(b)(4) (regarding short-term deferrals), 1.409A-1(b)(9)(iii) (regarding the two-times, two (2) year exception) and 1.409A-1(b)(9)(v) (regarding reimbursements and other separation pay). Notwithstanding anything to the contrary herein, if (i) on the date of Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)), Executive is deemed to be a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of the Company, as determined in accordance with the Company’s “specified employee” determination procedures, and (ii) any payments to be provided to Executive pursuant to this Agreement which constitute “deferred compensation” for purposes of Section 409A are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A if provided at the time otherwise required under this Agreement, then such payments shall be delayed until the date that is six (6) months after the date of Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) or, if sooner, the date of Executive’s death. Any payments delayed pursuant to this Section 5(a) shall be made in a lump sum on the first day of the seventh month following Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) or, if sooner, the date of Executive’s death. Notwithstanding any other provision to the contrary, a termination of employment with the Company shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of “deferred compensation” (as such term is defined in Section 409A of the Code and the Treasury Regulations promulgated thereunder) upon or following a termination of employment unless such termination is also a “separation from service” from the Company within the meaning of Section 409A of the Code and Section 1.409A-1(h) of the Treasury Regulations and, for purposes of any such provision of this Agreement, references to a “separation,” “termination,” “termination of employment” or like terms shall mean “separation from service.”
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| 6. | Non-Competition, Non-Solicitation, Confidentiality and Non-Disclosure. |
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| 6.3 | Nondisclosure; Ownership of Proprietary Property. |
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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. Executive agrees to execute and deliver to the applicable CBRL Entity any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the applicable CBRL Entity.
(ii) hire any individual who was an employee of the Company at the time of the termination of Executive’s employment with the Company, even if such individual resigns from the Company following the termination of Executive’s employment (a “Company Employee”) unless that person has ceased to be an employee of the Company for at least six months; or (iii) encourage, solicit, or induce any customer, supplier, licensee or other business relation of the Company to cease or materially reduce doing business with the Company, or in any way interfere with the relationship of such customer, supplier, licensee or business relation and the Company (including, without limitation, making any negative or disparaging statements or communications regarding the Company, its products or personnel). Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive from employing an individual (i) with the consent of the Company or (ii) who responds to such general solicitations in publications or on websites, or through the use of search firms, so long as such general solicitations or search firm activities are not targeted specifically at a Company Employee and so long as Executive has nothing to do with identifying the individual and does not participate in the recruiting process in any manner. For illustrative purposes and for the avoidance of doubt, Executive may not, directly or indirectly through another person (i) speak with or exchange texts or emails with any Company Employee regarding any potential job opportunity outside of the Company, (ii) provide references or other information about a Company Employee to another employer with which Executive is in any way affiliated, or (iii) participate or facilitate the interviewing or assessment of a Company Employee for a position or role outside of the Company.
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operations generally; and (ii) Executive shall not speak with any analysts or members of the investment community (including shareholders or potential shareholders) about the Company or its businesses or its executives or directors, but shall instead refer all such inquiries to the Company’s investor relations department. Notwithstanding the foregoing, nothing herein is intended to or should be construed to interfere with Executive’s (i) obligations to be truthful and accurate under oath, or (ii) Executive’s right or ability to respond to a breach by the Company of its obligations under this Agreement. Furthermore, nothing herein is intended to deter, interfere with, or discourage Executive from exercising any right to communicate truthfully and in good faith with governmental or regulatory agencies or authorities. Should any such agencies or authorities file a charge, action, complaint or lawsuit against Company based upon any of the claims released by Executive under the release attached hereto or otherwise released in connection with the termination of Executive’s employment, Executive agrees not to seek or accept any resulting relief or other pecuniary benefit whatsoever.
If to the Company, to:
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Cracker Barrel Old Country Store, Inc. Attn: General Counsel
PO Box 787
305 Hartmann Drive
Lebanon, TN 37088-0787 If to Executive, to:
his address on record with the Company.
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court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief or as required by law, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and Executive. The Company and Executive acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding any choice of law provision included in this Agreement the United States Federal Arbitration Act shall govern the interpretation and enforcement of this arbitration provision. The arbitration proceeding shall be conducted in Nashville, Tennessee or such other location to which the parties may agree. The Company shall pay the costs of the arbitration, including all fees and expenses of any arbitrator appointed hereunder.
| 13. | Successors. |
[signature page to follow]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above.
| COMPANY: | ||
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| Cracker Barrel Old Country Store, Inc. | ||
| | ||
By: | /s/ Jennifer Lankford | ||
| Name: | Jennifer Lankford | |
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |
[Signature Page to Employment Agreement]
Exhibit A
To Retention and Severance Agreement
RELEASE
THIS RELEASE (this “Release”) is made and entered into by and between DOUG HISEL (“Executive”) and CRACKER BARREL OLD COUNTRY STORE, INC. and its successors or assigns (the “Company”). The Company and Executive are collectively referred to herein as the “Parties.”
WHEREAS, Executive and the Company have agreed that Executive’s employment with Company
shall terminate on ;
WHEREAS, Executive and the Company have previously entered into that certain Retention and Severance Agreement, dated June 29, 2026 (the “Agreement”), and this Release is incorporated therein by reference;
WHEREAS, Executive and the Company desire to delineate their respective rights, duties and obligations attendant to such termination and desire to reach an accord and satisfaction of all claims arising from Executive’s employment, and his termination of employment, with appropriate releases, in accordance with the Agreement;
WHEREAS, the Company desires to compensate Executive in accordance with the Agreement for service he has or will provide for the Company;
NOW, THEREFORE, in consideration of the premises and the agreements of the Parties set forth in this Release, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, hereby covenant and agree as follows:
U.S.C. § 1981, the Worker Adjustment and Retraining Notification Act, the National Labor Relations Act, the Labor Management Relations Act, Executive Order 11246, Executive Order 11141, the Rehabilitation Act of 1973, or the Employee Retirement Income Security Act, the Tennessee Human Rights Act, the Tennessee Disability Act, the Genetic Information Nondiscrimination Act, or any other law relating to discrimination or retaliation in employment (in each case, as amended);
| (b) | claims for violations of any other federal or state statute or regulation or local ordinance; |
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| (e) | any other claims under state law arising in tort or contract. |
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represents that he has not copied or caused to be copied, printed out, or caused to be printed out any documents or other material originating with or belonging to the Company. Executive additionally represents that he will not retain in his possession any such documents or other materials.
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IN WITNESS WHEREOF, the parties hereto have executed this Release as of the day and year first written above.
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Acknowledged and Agreed To:
“COMPANY”
CRACKER BARREL OLD COUNTRY STORE, INC.
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By: | | | | | ||
| Name: | | | | | |
| Title: | | | | | |
| Date: | | | | | |
I UNDERSTAND THAT BY SIGNING THIS RELEASE, I AM GIVING UP RIGHTS I MAY HAVE. I UNDERSTAND THAT I DO NOT HAVE TO SIGN THIS RELEASE.
“EXECUTIVE”
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Doug Hisel | | | ||||
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Date: | | | | | | |
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