Exhibit 99.2
NO. 9-04-0562
THE STATE OF TEXAS ss. IN THE 331st JUDICIAL
V. ss. DISTRICT COURT
CRACKER BARREL
OLD COUNTRY STORE, INC. ss. ▇▇▇▇▇▇ COUNTY, TEXAS
AGREEMENT
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In exchange for the Defendant's agreement to the terms set forth below, the
State of Texas agrees to dismiss the indictment (the "Indictment") currently
pending in the above-entitled and numbered criminal action.
This agreement shall be deemed to have been executed on the date that it
has been signed by each of the following persons: ▇. ▇. ▇▇▇▇▇▇▇▇▇▇, Assistant
Secretary of Cracker Barrel Old Country Store, Inc. ("Defendant"), a person
authorized to act on behalf of Defendant; ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ P.C., by ▇▇▇▇ ▇.
▇▇▇▇▇▇▇, the Defendant's attorney of record herein; and ▇▇▇▇▇▇ ▇▇▇▇▇, District
Attorney of ▇▇▇▇▇▇ County, Texas, representing the State of Texas.
The Defendant certifies that, following the Indictment, it has reviewed its
existing policies and has adopted additional internal polices that are designed
to reflect its commitment against making illegal political contributions in the
State of Texas. The parties acknowledge that the State has been furnished with
and has reviewed and approved Defendant's internal compliance policies (the
"Compliance Policies") regarding political contributions that Defendant adopted
subsequent to the Indictment.
In consideration of Defendant's adoption of the Compliance Policies, the
State does hereby dismiss the Indictment and agrees to take, within three (3)
days of the execution of this agreement, such formal action as is necessary to
evidence such dismissal. In the event that Defendant abides by the remaining
terms of the agreement, the State will not seek a new indictment related to the
offense alleged in the Indictment (or any offense reasonably related thereto,
including, without limitation, indictment of any current officers or directors
of Defendant or Defendant's parent corporation related to this contribution) and
will take no other steps to proceed with prosecution of the case against
Defendant. Any violation of the remaining terms of this agreement by Defendant
within the statute of limitations may result in presentation of the case to
another grand jury and continued prosecution.
In exchange for dismissal of the Indictment, the Defendant agrees to the
following:
1. Defendant will publicly disclose all corporate political contributions on
its website for a period of two years from the date of this agreement.
2. Defendant will not make any illegal corporate political contributions in
the State of Texas or in any other state that prohibits corporate political
contributions.
3. Defendant will cooperate with the State of Texas in its prosecution and
investigation of any other person for any offense related to the corporate
contribution made by Defendant that is the subject of the Indictment.
4. All correspondence regarding this agreement shall be delivered by facsimile
transmission, or hand-delivery to:
▇▇▇▇▇▇ County District Attorney
Special Prosecution Division, Public Integrity Unit
▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Cracker Barrel Old Country Store, Inc.
Care of ▇▇▇▇ ▇▇▇▇▇▇▇, Attorney for Defendant
Fish & ▇▇▇▇▇▇▇▇▇▇, P.C.
5000 Bank One Center
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
The State of Texas, by and through her District Attorney, enters into this
agreement after taking into consideration the following:
1. Based upon the evidence obtained by the State during the course of its
investigation of this case, the offense alleged in the indictment appears
to consist only of a single incident that allegedly occurred within the
State of Texas and does not constitute a continuing course of conduct.
2. The facts indicate that Defendant may have approved the contribution that
is the subject of the Indictment on the basis of false and misleading
information provided by the fundraiser who solicited the contribution and
that, in any event, that there was no intent on the part of the Defendant
to violate any laws relative to campaign finance including, without
limitation, the applicable laws of the State of Texas.
3. Defendant no longer employs the person responsible for submitting the
contribution request.
4. Defendant has demonstrated to the District Attorney that it has a history
of good citizenship and high ethical standards.
5. The District Attorney believes that the public would be better served by
resolving this case through this agreement.
6. The District Attorney believes that resolution of this case by way of this
agreement will serve to cause corporations to more closely monitor and
evaluate their political contributions in Texas and throughout the United
States.
7. The Defendant, after discussions with the District Attorney, has decided to
provide Fifty Thousand and 00/100 dollars ($50,000) to financially support
a nonpartisan, balanced and publicly informative program or series of
programs to The LBJ School of Public Affairs at the University of Texas -
Austin.
Additionally, Defendant and the State of Texas enter into this
agreement with the understanding that if Defendant fails to comply with the
terms of the agreement and the prosecution of this offense proceeds to trial,
that this agreement will not and cannot be used as evidence by either side at
trial.
The Defendant further acknowledges that the historical basis for the Texas
prohibition against corporate political contributions is that they constitute a
genuine threat to democracy.
Finally, Defendant understands and agrees that the State will file this
document as an attachment to the dismissal of the case.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
SIGNED:
CRACKER BARREL OLD COUNTRY STORE, INC.
By: /s/ ▇.▇. ▇▇▇▇▇▇▇▇▇▇
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Defendant's representative in this matter
Printed name: ▇.▇. ▇▇▇▇▇▇▇▇▇▇
Title: Assistant Secretary
Date: January 31, 2005
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/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Attorney for Defendant
Date: February 1, 2005
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/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ County District Attorney
Date: February 2, 2005
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