Retirement Agreement with Michael Hackney, dated as of September 23, 2021

This Retirement Agreement (together with its Exhibits which are an integral part hereof, the “Agreement”) is entered into on September 23, 2021 and effective on September 30, 2021 (the “Effective Date”) by and between Michael Hackney (“Mr. Hackney”) and Cracker Barrel Old Country Store, Inc. (“Cracker Barrel” or the “Company”).

WHEREAS, Mr. Hackney is the Senior Vice President of Restaurant and Retail Operations for the Company;

WHEREAS, the Company and Mr. Hackney wish to arrange for Mr. Hackney’s orderly separation from the Company in a manner that fairly recognizes Mr. Hackney’s many contributions to the Company and in a manner that is mutually beneficial to the parties;

NOW, THEREFORE, in consideration of their respective concessions, releases and promises made hereunder, which consideration the parties acknowledge is adequate and sufficient for all purposes, and intending to be legally bound, the parties hereby agree as follows:

Until the conclusion of the Employment Term and indefinitely thereafter Mr. Hackney will continue to cooperate as reasonably requested from time to time in Cracker Barrel’s defense of litigation instituted by any private party (but specifically excluding Government Agencies, as defined below).  To that end, Mr. Hackney will not voluntarily provide any information or testimony concerning the Company or any subsidiary to a non-Government Agency absent a court order or subpoena compelling him to do so.  In the event Mr. Hackney receives such an order or subpoena, he further agrees to: (i) provide a copy of the order/subpoena to the Company’s General Counsel within 24 hours of receipt; (ii) oppose any such subpoena and/or allow the Company to oppose such a subpoena on him behalf; and (iii) cooperate with the Company in preparing for him testimony if and when it is compelled or requested by the Company and Mr. Hackney will testify truthfully in all matters, including on those occasions when he may be called upon by the Company to do so.  All reasonable costs incurred by Mr. Hackney in connection with him obligations under this Section will be reimbursed by the Company upon a timely request for reimbursement.

Nothing in this Agreement or the Severance Agreement or its associated Release will be interpreted as prohibiting Mr. Hackney from communicating with or participating in any administrative proceeding before the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, the United States Department of Labor, or other federal, state or local law agency (“Government Agencies”).  Nothing in this Agreement is intended to limit Mr. Hackney’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. Should any entity, agency, commission, or person file a charge, action, complaint or lawsuit against the Company or any subsidiary thereof based upon any of the claims otherwise released by Mr. Hackney herein, Mr. Hackney agrees not to seek or accept any relief or pecuniary benefit whatsoever resulting from such charge, action, complaint or lawsuit, other than an award for information provided to the SEC.

This Agreement will be interpreted under and governed by Tennessee law. Any and all disputes arising out of this Agreement will first be submitted to mediation by a private mediator mutually agreed upon by the parties, and, if necessary, thereafter to individual arbitration administered by the American Arbitration Association pursuant to its Employment rules and consistent with the ADR policy adopted by Cracker Barrel.  Cracker Barrel’s ADR policy is incorporated as if set forth fully herein.

This Agreement and the Severance Agreement and its associated Release together represent the complete and integrated agreement of the parties with respect to its subject matter and replaces and supersedes all prior negotiations, understandings, discussions and agreements, whether oral or written, between them.

This Agreement may not be amended, and the rights and obligations of the parties hereunder may not be assigned or delegated, except by the written agreement of the parties in each instance, and any waiver by a party of its rights hereunder must be in writing and will serve only as a waiver in such instance.  Headings used herein shall not affect the interpretation of this Agreement and are for convenience only.  No provision of this Agreement shall be interpreted against either party by reason of that party having drafted the same.  This Agreement may be signed in counterparts through the exchange of electronic signatures or signatures exchanged as PDF files, which will have the effect of original signatures for all purposes.