RETIREMENT, TRANSITION, AND RELEASE OF CLAIMS AGREEMENT

1.

Separation Date; Retirement; Transition Period; Equity.  Provided ▇▇. ▇’▇▇▇▇▇▇▇ signs and returns this Agreement on or before July 31, 2020 and does not revoke his acceptance of this Agreement, the following terms shall apply:

(a) ▇▇. ▇’▇▇▇▇▇▇▇’▇ effective date of retirement will be the earlier of (x) December 9, 2020, and (y) such date as either Party advises the other in writing following two (2) weeks’ prior written notice (the “Separation Date”).  ▇▇. ▇’▇▇▇▇▇▇▇ hereby resigns, as of the Separation Date, from his position as Executive Chairman, and from any and all other positions he holds as an officer or employee of the Company or any of its affiliates, and further agrees to execute and deliver any documents reasonably necessary to effectuate such resignations, as requested by the Company.  ▇▇. ▇’▇▇▇▇▇▇▇ will remain as a member of the Board of Directors until his current term expires at the 2021 Annual Meeting of Shareholders.  In the first quarter of 2021, the Nominating and Corporate

Governance Committee of the Board of Directors shall consider whether to recommend that the Board of Directors nominate ▇▇. ▇’▇▇▇▇▇▇▇ to stand for election at the 2021 Annual Meeting of Shareholders, following the Company’s usual process for director nominations.  ▇▇. ▇’▇▇▇▇▇▇▇ shall remain Chairman of the Board following the Separation Date, subject to the usual process whereby the Nominating and Corporate Governance Committee of the Board of Directors evaluates the role of Chair and makes recommendations to the Board of Directors concerning committee chair appointments and Board leadership positions, but in no event later than April 30, 2021. As of the Agreement Effective Date, the Employment Agreement will terminate and be of no further force or effect other than Sections 8 and 9 thereof, which shall remain in full force and effect in accordance with their terms (the “Surviving Sections”).

(b) The period between the Agreement Effective Date and the Separation Date will be a transition period (the “Transition Period”), during which ▇▇. ▇’▇▇▇▇▇▇▇ will use his best efforts to professionally, timely and cooperatively continue to perform his duties as Executive Chairman, as well as such additional transition duties as may be requested by and at the direction of the Chief Executive Officer and the Board (the “Transition Duties”).  During the Transition Period ▇▇. ▇’▇▇▇▇▇▇▇ shall not engage in any business or perform any services in any capacity that would, in the reasonable judgment of the Company, interfere with the full and proper performance by ▇▇. ▇’▇▇▇▇▇▇▇ of his duties; provided, however, that nothing herein shall be construed to prohibit ▇▇. ▇’▇▇▇▇▇▇▇ from continuing to serve as a member of the Board of Directors of Hickory Tavern.  During the Transition Period, ▇▇. ▇’▇▇▇▇▇▇▇ will be an at-will employee of the Company and will receive a base salary at the annualized rate of $500,000, less all applicable taxes and withholdings, to be paid in accordance with the Company’s regular payroll practices; provided, however, that in connection with the Company’s response to the COVID-19 crisis, and continuing until such time as the CEO and other executive officers have their regular base salaries reinstated, ▇▇. ▇’▇▇▇▇▇▇▇’▇ base salary shall be at the temporarily reduced annualized rate of $250,000.  ▇▇. ▇’▇▇▇▇▇▇▇ shall, during the Transition Period, continue to participate in the Company’s benefit plans (pursuant to the terms and conditions of such plans), and continue to receive a monthly automobile allowance of $1,000 per month.  For the avoidance of doubt, ▇▇. ▇’▇▇▇▇▇▇▇ shall not be eligible to participate in the Company’s Bonus Plan or any other bonus program for the 2020 calendar year, nor shall he be eligible to receive any new equity grant during the Transition Period.

2.

Retirement Benefits.  Provided that ▇▇. ▇’▇▇▇▇▇▇▇ (i) has timely signed and returned this Agreement and has not revoked his acceptance of this Agreement, (ii) signs and returns the Additional Release of Claims attached hereto as Attachment A (the “Additional Release”) on, but not before, the Separation Date and does not revoke the Additional Release, and (iii) complies with the terms of this Agreement, ▇▇. ▇’▇▇▇▇▇▇▇ shall receive the following retirement benefits, which he became eligible to receive under the Employment Agreement as a result of his notice of retirement (the “Retirement Benefits”):

3.

Entirety of Benefits.  Other than the benefits set forth in this Agreement, ▇▇. ▇’▇▇▇▇▇▇▇ will not be eligible for, nor shall he have a right to receive, any benefits (including payments or compensation) from the Company following his separation from employment.  

4.

Release of Claims.  In exchange for the consideration set forth in this Agreement, which ▇▇. ▇’▇▇▇▇▇▇▇ acknowledges he would not otherwise be entitled to receive, ▇▇. ▇’▇▇▇▇▇▇▇ hereby fully, forever, irrevocably and unconditionally releases, remises and discharges the Company, its affiliates, subsidiaries, parent companies, predecessors, and successors, and all of their respective past and present officers, directors, stockholders, partners, members, employees, agents, representatives, plan administrators, attorneys, insurers and fiduciaries (each in their individual and corporate capacities) (collectively, the “Released Parties”) from any and all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys’ fees and costs), of every kind and nature that ▇▇. ▇’▇▇▇▇▇▇▇ ever had or now has against any or all of the Released Parties up to the date on which ▇▇. ▇’▇▇▇▇▇▇▇ signs this Agreement, whether known or unknown, including, but not limited to, any and all claims arising out of or relating to ▇▇. ▇’▇▇▇▇▇▇▇’▇ employment with, separation from, and/or ownership of securities of the Company, including, but not limited to, all claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., the Americans With Disabilities Act of 1990, 42 U.S.C. § 12101 et seq., the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., the Genetic Information

Nondiscrimination Act of 2008, 42 U.S.C. § 2000ff et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Worker Adjustment and Retraining Notification Act (“WARN”), 29 U.S.C. § 2101 et seq., the Rehabilitation Act of 1973, 29 U.S.C. § 701 et seq., Executive Order 11246, Executive Order 11141, the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., and the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. § 1001 et seq., all as amended; all claims arising out of the Florida Civil Rights Act of 1992, Fla. Stat. § 760.01 et seq., Fla. Stat. §§ 448.07 and 725.07 (Florida equal pay laws), Fla. Stat. § 250.481 (Florida military leave law), Fla. Stat. § 760.40 (Florida genetic testing law), and Fla. Stat. § 448.101 et seq. (Florida anti-retaliation law), all as amended; all common law claims including, but not limited to, actions in defamation, intentional infliction of emotional distress, misrepresentation, fraud, wrongful discharge, and breach of contract (including, without limitation, all claims arising out of or related to the Employment Agreement); all claims to any non-vested ownership interest in the Company or its affiliates, contractual or otherwise; all state and federal whistleblower claims to the maximum extent permitted by law; and any claim or damage arising out of ▇▇. ▇’▇▇▇▇▇▇▇’▇ employment with and/or separation from the Company (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; provided, however, that this release of claims shall not (i) prevent ▇▇. ▇’▇▇▇▇▇▇▇ from filing a charge with, cooperating with, or participating in any investigation or proceeding before, the Equal Employment Opportunity Commission or a state fair employment practices agency (except that ▇▇. ▇’▇▇▇▇▇▇▇ acknowledges that he may not recover any monetary benefits in connection with any such charge, investigation, or proceeding, and ▇▇. ▇’▇▇▇▇▇▇▇ further waives any rights or claims to any payment, benefit, attorneys’ fees or other remedial relief in connection with any such charge, investigation or proceeding), or (ii) deprive ▇▇. ▇’▇▇▇▇▇▇▇ of any rights ▇▇. ▇’▇▇▇▇▇▇▇ may have to be indemnified by the Company as provided in any agreement between the Company and ▇▇. ▇’▇▇▇▇▇▇▇ or pursuant to the Company’s Certificate of Incorporation or By-Laws.

5.

Continuing Obligations.  ▇▇. ▇’▇▇▇▇▇▇▇ acknowledges and reaffirms his continuing confidentiality, non-competition, and non-solicitation obligations (the “Restrictive Covenant Obligations”), as set forth in the Surviving Sections, which survive his separation from employment and remain in full force and effect.

6.

Time for Consideration and Revocation.  ▇▇. ▇’▇▇▇▇▇▇▇ acknowledges that he was initially presented with this Agreement on July 9, 2020 (the “Receipt Date”).  ▇▇. ▇’▇▇▇▇▇▇▇ understands that this Agreement shall be of no force or effect unless he signs and returns this Agreement on or before July 31, 2020 and does not revoke his acceptance of this Agreement within the seven day period after his execution (the eighth day following such execution, the “Agreement Effective Date”).  ▇▇. ▇’▇▇▇▇▇▇▇ further understands that he is not eligible to receive the Retirement Benefits unless he timely signs, returns, and does not revoke the Additional Release.

7.

Acknowledgements.  ▇▇. ▇’▇▇▇▇▇▇▇ acknowledges that he has been given at least twenty-one (21) days from the Receipt Date to consider this Agreement and the Additional Release (such 21-day period, the “Consideration Period”), and that he is hereby advised to consult with an attorney of his own choosing prior to signing this Agreement and the Additional

Release. ▇▇. ▇’▇▇▇▇▇▇▇ acknowledges that he is entering into this Agreement with full knowledge of his right to obtain such counsel, and that he is entering into this Agreement and the Additional Release on a voluntary basis and has relied upon no promises or representations by anyone except as contained in this document. ▇▇. ▇’▇▇▇▇▇▇▇ further acknowledges and agrees that any changes made to this Agreement or any attachments hereto following his initial receipt of this Agreement on the Receipt Date, whether material or immaterial, shall not re-start or affect in any manner the Consideration Period. ▇▇. ▇’▇▇▇▇▇▇▇ understands that he may revoke this Agreement and the Additional Release for a period of seven (7) days after he signs each document by notifying the Company in writing, and that neither this Agreement nor the Additional Release shall be effective or enforceable until the expiration of the document’s respective seven (7) day revocation period. ▇▇. ▇’▇▇▇▇▇▇▇ understands and agrees that by entering into this Agreement and Additional Release he will be waiving any and all rights or claims he might have under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, and that he has received consideration beyond that to which he was previously entitled.  

8.

Voluntary Assent.  ▇▇. ▇’▇▇▇▇▇▇▇ affirms that no other promises or agreements of any kind have been made to or with him by any person or entity whatsoever to cause him to sign this Agreement, and that he fully understands the meaning and intent of this Agreement.  ▇▇. ▇’▇▇▇▇▇▇▇ further states and represents that he has carefully read this Agreement, understands the contents herein, freely and voluntarily assents to all of the terms and conditions hereof, and signs his name of his own free act.

9.

Dispute Resolution.  This Agreement shall be interpreted and construed by the laws of the State of Florida, without regard to conflict of laws provisions.  Any dispute arising out of or relating to this Agreement shall be resolved by arbitration held in Orange County, Florida and conducted in accordance with the rules then existing of the American Arbitration Association (other than a dispute pertaining to the Restrictive Covenant Obligations, in which event a Party may seek injunctive relief in a court of competent jurisdiction).

10.

Cooperation.  ▇▇. ▇’▇▇▇▇▇▇▇ agrees that, to the extent permitted by law, he shall cooperate fully with the Company in the investigation, defense or prosecution of any claims or actions which already have been brought, are currently pending, or which may be brought in the future against the Company by a third party or by or on behalf of the Company against any third party, whether before a state or federal court, any state or federal government agency, or a mediator or arbitrator.  ▇▇. ▇’▇▇▇▇▇▇▇’▇ full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with the Company’s counsel, at reasonable times and locations designated by the Company, to investigate or prepare the Company’s claims or defenses, to prepare for trial or discovery or an administrative hearing, mediation, arbitration or other proceeding, to provide any relevant information in his possession, and to act as a witness when requested by the Company.  ▇▇. ▇’▇▇▇▇▇▇▇ further agrees that, to the extent permitted by law, he will notify the Company promptly in the event that he is served with a subpoena (other than a subpoena issued by a government agency), or in the event that he is asked to provide a third party

(other than a government agency) with information concerning any actual or potential complaint or claim against the Company.

11.

Confidentiality. ▇▇. ▇’▇▇▇▇▇▇▇ understands and agrees that, except as otherwise permitted by Section 12 below, the contents of the negotiations and discussions resulting in this Agreement shall be maintained as confidential by ▇▇. ▇’▇▇▇▇▇▇▇ and his agents and representatives and shall not be disclosed except as otherwise agreed to in writing by the Company and except to his immediate family, legal, financial and tax advisors, on the condition that any individuals so informed must hold the above information in strict confidence.  

12.

Scope of Disclosure Restrictions. Nothing in this Agreement or elsewhere (including, without limitation, in the Surviving Sections) prohibits ▇▇. ▇’▇▇▇▇▇▇▇ from communicating with government agencies about possible violations of federal, state, or local laws or otherwise providing information to government agencies, filing a complaint with government agencies, or participating in government agency investigations or proceedings. ▇▇. ▇’▇▇▇▇▇▇▇ is not required to notify the Company of any such communications; provided, however, that nothing herein authorizes the disclosure of information ▇▇. ▇’▇▇▇▇▇▇▇ obtained through a communication that was subject to the attorney-client privilege.  Further, notwithstanding ▇▇. ▇’▇▇▇▇▇▇▇’▇ confidentiality and nondisclosure obligations, ▇▇. ▇’▇▇▇▇▇▇▇ is hereby advised as follows pursuant to the Defend Trade Secrets Act: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.  An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”

13.

Notices.  Any notice delivered under this Agreement shall be deemed duly delivered (a) three (3) business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, (b) one (1) business day after it is sent for next-business day delivery via a reputable nationwide overnight courier service, or (c) immediately if personally delivered, in each instance to the Company at its principal headquarters, attention CEO, and to ▇▇. ▇’▇▇▇▇▇▇▇ at the address most recently shown on the personnel records of the Company.  Either Party may change the address to which notices are to be delivered by giving notice of such change to the other Party in the manner set forth in this Section 13.

14.

Amendment and Waiver. This Agreement shall be binding upon the Parties and may not be modified in any manner, except by an instrument in writing of concurrent or subsequent date signed by duly authorized representatives of the Parties.  This Agreement is binding

upon and shall inure to the benefit of the Parties and their respective agents, assigns, heirs, executors, administrators, personal representatives, and successors.  No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right.  A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar to or waiver of any right on any other occasion.

15.

Validity. Should any provision of this Agreement be declared or be determined to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement.

16.

Nature of Agreement. ▇▇. ▇’▇▇▇▇▇▇▇ understands and agrees that this Agreement is a retirement and transition agreement and does not constitute an admission of liability or wrongdoing on the part of the Company. The Parties acknowledge that this Agreement is a joint product and shall not be construed for or against any Party on the ground of sole authorship.

17.

Entire Agreement. This Agreement sets forth the entire agreement between the Parties and fully supersedes any and all prior agreements or understandings between them pertaining to the subject matter hereof, including the Employment Agreement; provided, however, for the avoidance of doubt, that nothing in this Section 17 shall modify, cancel or supersede the Surviving Sections (including the Restrictive Covenant Obligations), which shall remain in full force and effect both during the Transition Period and following ▇▇. ▇’▇▇▇▇▇▇▇’▇ separation from employment.

18.

Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.  Facsimile and PDF signatures shall be deemed to be of equal force and effect as originals.